2009-08-26
Added
The Securities and Exchange Commission (CVM) establishes two standardized templates for advertising materials in public distribution offers of securities: one for intermediary websites and another for email communications to potential investors. Intermediaries using these templates without structural changes or additional information (beyond inserting logos) are deemed compliant with Article 50 of CVM Instruction 400/2003, eliminating the need for prior technical review by the CVM provided the preliminary prospectus has been submitted. The lead distribution institution remains co-responsible for ensuring that contracted intermediaries comply with advertising regulations, particularly Article 50.
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Rio de Janeiro, August 26, 2009.
SUBJECT: Prior Approval of Advertising Material for Public Distribution Offers of Securities
Dear Directors of Intermediary Institutions,
Considering the CVM's concern to facilitate communication between intermediaries and investors in the context of public distribution offers of securities and compliance with current regulations, this Circular Letter presents two advertising material models to the institutions comprising the securities distribution system:
Annex I - Presentation of the offer on the intermediary institutions' websites, from which there must be links to the reservation request and the prospectus, with access to the reservation request remaining blocked until the investor accesses the prospectus;
Annex II - Text for advertising the offer via email to potential investors.
We emphasize that the use of Annex II necessarily presupposes the use of Annex I; that is, for the forwarding of emails to potential investors to be considered approved, the presentation of the offer on the senders' websites is required. If the advertising document known as a "take one" is also used, it must be made available, in accordance with Annex I, on the websites of all intermediary institutions participating in the offer that use this model.
The Superintendence of Securities Registration will understand that the use of the aforementioned models, without any alteration to their structure, nor addition or removal of information beyond the insertion, in the indicated location, of the logos of the intermediary institution and the issuer of the securities, meets the provisions of Article 50 of CVM Instruction 400 of 2003, which establishes that advertising material must (i) be expressly identified as such, (ii) be prepared in serene and moderate language, (iii) warn its readers about the risks of the investment, and (iv) recommend, in letters notably larger than those used in the rest of the text, careful reading of the prospectus before accepting the offer.
In this case, it will not be necessary for the lead institution of the distribution to present these advertising materials for examination by this technical area, provided that the preliminary prospectus of the offer has been presented to the CVM, as provided in the caput of Article 50 of CVM Instruction 400.
Finally, we remind you that the lead institution of the distribution will remain co-responsible for compliance, by the intermediary institutions it hires, with the provisions of CVM Instruction 400, especially its Article 50, and must therefore effectively control the use of advertising material by its contractors.
Sincerely,
FELIPE CLARET DA MOTA
Superintendent of Securities Registration
Advertising Material (font size 16)
Public Distribution Offer of Shares of (company name)
Official Links (font size 12)
Preliminary Prospectus
Definitive Prospectus (when available)
Market Notice and other Official Communications of the Offer Take One (if applicable) Offer Schedule Broker-specific Rules
Attention: Read the Prospectus before accepting the offer, especially the Risk Factors section. (font size 20)
| Company Name | Start Date of Reservation Period | End Date of Reservation Period for Affiliated Persons, if applicable | End Date of Reservation Period for Non-affiliated Persons | Bookbuilding Date and Share Price Fixing | Start Date of Trading | Registration, Guarantees, and Settlement | Reservation Request (only release this access after the prospectus has been accessed) | Other Offer Events |
Email Public Distribution Offer
Dear Customer (or customer name), (font size 12)
Starting this (day of the week), day (XX), the reservation period for the Public Distribution Offer of (shares) / (units) issued by (company name) begins.
(N Broker Name) is participating in this launch through its (Homebroker) / (and its Trading Desk).
As part of this Offer (Type of Offer), the following asset(s) will be offered to the market:
(Asset Code) – (Company Name – Asset Type).
To make your reservation, access our website at www.(broker name).com.br
On the first page, you will find a direct link.
Attention: Before placing your order, read the Prospectus available on our website and stay informed of all conditions of this Operation.
Attention: Read the Prospectus before accepting the offer, especially the Risk Factors section. (font size 20)
Advertising Notice (font size 16)
Broker Brand
Company Name Offered
Read the rest free
Source: Comissão de Valores Mobiliários — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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