Joint Decision CVM/SPC No. 04 of June 9, 1998

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DECISÃO-CONJUNTA CVM/SPC Nº 04, DE 9 DE JUNHO DE 1998 COMISSÃO DE VALORES MOBILIÁRIOS SECRETARIA DA PREVIDÊNCIA COMPLEMENTAR Authorizes closed private pension entities to acquire securities issued by closed companies that are part of state or municipal privatization programs, under the specified conditions. The Collegiate Body of the Securities and Exchange Commission - CVM and the Secretary of the Supplementary Pension Secretariat - SPC of the Ministry of Social Security and Assistance, considering the provisions of item XI of Article 2 of Resolution No. 2,324, of October 30, 1996, of the National Monetary Council, DECIDE:
Art. 1. Authorize closed private pension entities to acquire shares and/or subscription rights to shares in privatization auctions, as well as to subscribe to shares, resulting from the exercise of preemptive rights, issued by closed companies that are part of state or municipal privatization programs, provided the following requirements are met:
I - the companies must have financial statements audited by an independent auditor registered with the CVM; II - the minimum price set in the privatization auction notice, in which the closed private pension entity participates, must:
a) have been established based on the evaluation of two or more institutions of renowned qualification and integrity, hired for this purpose through a public bidding process; b) be equal to or higher than the minimum price and equal to or lower than the maximum price recommended by the evaluating institutions. III - the difference between the maximum and minimum prices recommended by the evaluating institutions must not exceed twenty percent of the minimum price; IV - the notice announcing the privatization operation must include the obligation for the new controllers to register the company as a public company with the CVM within a maximum period of 180 days, counted from the first business day following the financial settlement of the privatization auction, for the trading of its issued shares on a stock exchange or organized over-the-counter market. Art. 2. The disposal of shares acquired in accordance with this Joint Decision, during the period between acquisition and the registration of the issuer as a public company, when these shares represent half a percent or more of its share capital, must be carried out through a special auction on a stock exchange or organized over-the-counter market. Art. 3. When the privatized company does not obtain registration as a public company with the CVM within the period established in the notice, the closed private pension entity must dispose of the acquired shares through a special auction on a stock exchange or organized over-the-counter market, to be held within a maximum period of ninety days, counted from the first business day following the expiration of the previous period. Sole Paragraph. The SPC may, at its discretion, extend the period established in the caput of this article, only once, for a maximum period of sixty days, provided that this extension is formally requested to the Secretariat at least thirty days prior to the expiration of the period for the company's registration with the CVM. 2 Art. 4. When the general meeting deliberates on the cancellation of the registration of a public company, the closed private pension entity holding share participation in the company must dispose of it, in accordance with the provisions of CVM Instruction No. 229, of January 16, 1995. Art. 5. The share participation of closed private pension entities, in the same company, directly or indirectly, may not exceed, collectively, at the conclusion of the privatization process, the limits established in PND/CND Resolution No. 8/97, of August 25, 1997, as well as those individual limits established in CMN Resolution No. 2,324/96. Art. 6. Closed private pension entities that utilize the option provided in this Joint Decision must send relevant information to the SPC, in the form and within the period to be determined by the Secretariat. Art. 7. Non-compliance with the provisions of this Joint Decision will subject closed private pension entities and their administrators to the sanctions provided for in the
legislation and regulations in force. Art. 8. This Joint Decision enters into force on the date of its publication in the Official Gazette of the Union. FRANCISCO DA COSTA E SILVA President of SECURITIES AND EXCHANGE COMMISSION PAULO KLIASS Secretary of SUPPLEMENTARY PENSION SECRETARIAT