Provides for the Public Offering of Hotel Collective Investment Contracts — CVM — BR

BRAZILIAN SECURITIES AND EXCHANGE COMMISSIONRua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000Provides for the public offering of hotel collective investment contracts.THE PRESIDENT OF THE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION – CVM makes public that the Board, in a meeting held on July 25, 2018, based on the provisions of arts. 2, item IX and § 3, 19, §§ 5 and 7, and 21, § 6, of Law No. 6,385, of December 7, 1976, APPROVED the following Instruction:CHAPTER I – SCOPE AND PURPOSEArt. 1 This Instruction provides for the public offering of hotel collective investment contracts - hotel CIC.Art. 2 For the purposes of this Instruction, the following are considered:I – “hotel CIC” the set of contractual instruments publicly offered, which contains a promise of remuneration linked to participation in the result of a hotel enterprise organized through a condominium;II – “offeror” the real estate developer or any other person who performs acts of public distribution of hotel CIC; andIII – “enterprise page” the website on the world wide web that operates without access restriction by the general public and that provides the information required by this Instruction.Art. 3 This Instruction does not apply to public offerings of collective investment contracts involving sales efforts of ideal parts of voluntary condominiums, which remain subject to specific CVM regulation on public offerings of securities.BRAZILIAN SECURITIES AND EXCHANGE COMMISSIONRua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000CHAPTER II – PUBLIC DISTRIBUTIONSection I – General RuleArt. 4 The provisions of the specific regulation on public offering of securities do not apply to public offerings of hotel CIC.Section II – Offer RegistrationArt. 5 The request for registration of a public offering of hotel CIC must be submitted by the offeror to the Superintendence of Securities Registration – SRE.Art. 6 The request for registration of a public offering of hotel CIC must be accompanied by the following documents and information:I – offer prospectus, containing, at least, the information provided in Annex 6-I;II – economic and financial feasibility study of the hotel enterprise, prepared by an independent professional or company and containing, at least, the information provided in Annex 6-II;III – investor declaration model prepared in accordance with Annex 6-III;IV – models of all contractual instruments that comprise the hotel CIC;V – declaration in accordance with Annex 6-V, signed by the duly qualified administrators of the offeror;VI – declaration in accordance with Annex 6-VI, signed by
the duly qualified administrators of the hotel enterprise operating company;VII – advertising material to be used in the offer, if any;VIII – proof of payment of the inspection fee for the securities markets, related to the issuance registration;BRAZILIAN SECURITIES AND EXCHANGE COMMISSIONRua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000IX – draft announcement of commencement of distribution, which must contain, at a minimum, the information provided in Annex 6-IX;X – draft announcement of closing of distribution, which must contain, at a minimum, the information provided in Annex 6-X;XI – valid certificate, issued by the General Real Estate Registry office where the property is registered, allowing the identification of the current owner and the existence of encumbrances or liens; andXII – address of the enterprise page on the world wide web.Art. 7 The SRE has 20 (twenty) business days, counted from the filing, to comment on the registration request.§ 1 The absence of a statement from the SRE within the period mentioned in the caput implies automatic approval of the registration request.§ 2 The period referred to in the caput of this article only begins to run with the presentation of all documents and information provided for in art. 6.Art. 8 The period provided for in art. 7 may be interrupted only once if the SRE requests additional documents, changes, and information from the offeror related to the distribution registration request.§ 1 To meet any requirements, a period of up to 40 (forty) business days will be granted, counted from the receipt of the respective request.§ 2 The period for fulfilling the requirements may be extended only once, for a period not exceeding 20 (twenty) business days, upon prior submission of a reasoned request by the offeror.§ 3 When complying with the requirements formulated by the SRE, documents must be presented in two versions: the first containing the originally submitted document, with an indication of theBRAZILIAN SECURITIES AND EXCHANGE COMMISSIONRua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000changes determined by the SRE and those that do not result from compliance with such determinations, and the second, without any marks.§ 4 From the receipt of all documents and information in compliance with the formulated requirements, the SRE will have 10 (ten) business days to comment on the registration request, which will be automatically approved if there is no statement within that period.§ 5 If, in addition to the documents and information presented in the form of § 4, changes have been made to documents and
information that do not result from compliance with requirements, the SRE's analysis period will be 20 (twenty) business days.Art. 9 The SRE may interrupt, only once, upon a request signed by the offeror, the analysis of the registration request for up to 60 (sixty) business days, after which the analysis periods will begin to run again in full, as if a new registration request had been submitted, regardless of the phase in which the SRE's analysis was.Art. 10. The approval or rejection of the registration must be communicated by the SRE to the offeror.Sole Paragraph. The registration is based on formal criteria of legality and does not involve any guarantee regarding the content of the information, the economic or financial situation of the offeror or its management, the viability of the offer, or the quality of the collective investment contracts offered.Art. 11. The registration request must be rejected when the requirements formulated by the SRE are not met within the deadlines provided in this Instruction.§ 1 Prior to rejection, the SRE must grant the offeror the opportunity to remedy curable defects, if any, within 10 (ten) business days of receiving the respective communication or within the remaining period until the end of the analysis period, whichever is longer.§ 2 The period for the SRE to comment on the fulfillment of the requirements mentioned in § 1 is 10 (ten) business days, counted from the filing date.§ 3 If the period referred to in § 1 expires without the defects having been remedied, the SRE must reject the respective registration request.BRAZILIAN SECURITIES AND EXCHANGE COMMISSIONRua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000§ 4 An appeal against the rejection decision may be filed with the CVM Board, in accordance with current regulations.§ 5 The documents that supported the registration request must be filed with the CVM.Section III – DistributionArt. 12. Except for the hypotheses provided in Chapter III, before the registration is approved and the announcement of commencement of distribution is disclosed, the offeror is prohibited from performing any act of public distribution of the hotel CIC.Art. 13. The registration of distribution of the hotel CIC will lapse if the announcement of commencement of distribution is not communicated to the SRE within 180 (one hundred and eighty) days after its obtainment.§ 1 The announcement of commencement of distribution must be communicated to the SRE and disclosed on the enterprise page on the world wide web.§ 2 Within 180 (one hundred and eighty) days after the disclosure of the announcement of commencement of distribution, the offeror must communicate to the SRE and disclose on the enterprise page the incorporation memorandum registered with the competent General Real Estate
Registry office.Art. 14. In the public distribution of hotel CIC carried out under the terms of this Instruction, the offeror is exempt from contracting an intermediary institution that is part of the securities distribution system.Art. 15. The offeror must supervise the activity of real estate brokers, adopting practices and procedures designed to ensure compliance with the provisions of this Instruction.Art. 16. While the distribution of the hotel CIC subject to a public offering registered with the CVM is ongoing, the offeror is obliged to:I – make available to the public, on the enterprise page, the documents referred to in art. 6, items I, II, IV, V, and VI;BRAZILIAN SECURITIES AND EXCHANGE COMMISSIONRua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000II – provide an updated copy of the prospectus and the economic and financial feasibility study of the enterprise to the real estate brokers participating in the distribution;III – obtain from the offer acceptors, in writing, the declaration provided for in Annex 6-III;IV – update, annually, from the registration of the offer, the documents referred to in art. 6, items I, II, and V, making the respective update available to the public on the enterprise page; andV – obtain, annually, from the registration of the offer, the declaration of the operation of the hotel enterprise operator, in the form provided for in art. 6, VI, regarding the update of the documents referred to in art. 6, I and II.Art. 17. The subscription of the hotel CIC subject to the registered distribution offer must be carried out within a maximum period of 36 (thirty-six) months, counted from the date of disclosure of the announcement of commencement of distribution, allowing for a single extension for an equal period, provided that it is previously communicated to the SRE.Sole Paragraph. The offeror must communicate to the SRE and disclose on the enterprise page the announcement of closing of the distribution, within 5 (five) business days of the closing of the offer.Section IV – Offer ContentArt. 18. The information disclosed about the offer, throughout the entire distribution period, must be:I – true, complete, consistent, and must not mislead the investor;II – written in simple, clear, objective, calm, and moderate language; andIII – useful for the evaluation of the hotel CIC and, in particular, the investment risks.Sole Paragraph. The offeror is responsible for complying with the provisions of the caput.BRAZILIAN SECURITIES AND EXCHANGE COMMISSIONRua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000Art. 19. The economic and financial
feasibility study of the hotel enterprise must always be accompanied by a prominent warning that the projections contained therein do not represent and should not be considered, under any circumstances, as a promise, guarantee, or suggestion of profitability.Section V – Advertising MaterialArt. 20. Advertising material must be prepared in calm and moderate language, warning its readers of the investment risks.Art. 21. Advertising material cannot contain information that is different from or inconsistent with that contained in the prospectus and the economic and financial feasibility study.§ 1 Advertising material must make express reference that it is advertising material and contain the following prominent warning: “This offer concerns investment in securities, and not merely the acquisition of real estate. Before accepting the offer, carefully read the Prospectus, especially the Risk Factors section, and the Economic and Financial Feasibility Study of the hotel enterprise.”§ 2 Advertising material must also inform the address of the enterprise page.§ 3 The content of the enterprise page is considered advertising material for the purposes of this Instruction.Art. 22. The use of advertising material does not depend on prior approval from the SRE, with the offeror being responsible for observing the provisions of this Section.§ 1 The offeror may, only once, submit the advertising material it intends to use in the offer for SRE approval, concurrently with the offer registration request, in the manner provided for in art. 6, VII.§ 2 Even if it has authorized the use of advertising material, the SRE may, at any time, by a reasoned decision, require rectifications, changes, or even the cessation of advertising.BRAZILIAN SECURITIES AND EXCHANGE COMMISSIONRua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brasil - Tel.: (11) 2146-2000Section VI – Modification, Suspension, and Cancellation of the OfferArt. 23. If, in the SRE's judgment, there is a substantial, subsequent, and unforeseeable change in the factual circumstances existing at the time of the submission of the distribution registration request, or that support it, leading to a significant increase in the risks inherent to the offer itself, the SRE may:I – accept a request for modification of the offer; orII – recognize the occurrence of a modification of the offer and take appropriate measures.§ 1 The request for modification of the offer is presumed to be granted if there is no contrary statement from the SRE within 10 (ten) business days, counted from its filing with the CVM.§ 2 Modification of the offer to improve it in favor of investors is always permitted.§ 3 The modification must be immediately disclosed by means at least equal to those used for the disclosure of the offer.§ 4 In the event of an offer modification,
investors who have already adhered to the offer must be directly notified, by email, physical mail, or any other verifiable form of communication, regarding the modification made, so that they can revoke their acceptance of the offer within 5 (five) business days of receiving the communication, with their maintenance presumed in case of silence.§ 5 The modification of the price of a hotel CIC is not subject to the provisions of this article.§ 6 Public offerings of hotel CIC must be carried out under conditions that ensure equitable treatment to the recipients and acceptors of the offers, without prejudice to the provisions of § 5.Art. 24. The SRE may suspend or cancel, at any time, an ongoing distribution offer that:I – is being processed under conditions different from those contained in this Instruction or the registration;BRAZILIAN SECURITIES AND EXCHANGE COMMISSIONRua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brasil - Tel.: (11) 2146-2000II – is using advertising material that does not comply with the rules of this Instruction; orIII – has been deemed illegal, contrary to CVM regulation, or fraudulent, even after obtaining the respective registration.§ 1 The SRE must proceed with the suspension of the offer when it verifies curable illegality or violation of regulation.§ 2 The suspension period of the offer cannot exceed 30 (thirty) days, during which the pointed irregularity must be remedied.§ 3 If the period referred to in § 2 expires without the defects that determined the suspension having been remedied, the SRE must order the cancellation of the offer.Art. 25. The offeror must notify, by email, physical mail, or any other verifiable form of communication, the suspension or cancellation to investors who have already accepted the offer, allowing them, in the event of suspension, the possibility to revoke their acceptance of the offer within 5 (five) business days of receiving the communication, with their maintenance presumed in case of silence.Sole Paragraph. In the hypothesis provided for in art. 24, item II, the right of withdrawal must be granted exclusively to investors who accepted the offer during the period between the disclosure of the irregular advertising material and its due rectification.Art. 26. The following are entitled to the full restitution of values, goods, or rights given in exchange for the offered securities:I – all investors who have already accepted the offer, in the hypotheses of cancellation and revocation of the offer; andII – investors who have exercised the right of withdrawal, in the hypotheses of suspension and modification of the offer as well as that provided for in art. 36.Sole Paragraph. The prospectus must establish the manner and period for the full restitution of values, goods, or rights by the offeror.BRAZILIAN SECURITIES AND
EXCHANGE COMMISSIONRua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brasil - Tel.: (11) 2146-2000Section VII – Revocation of the OfferArt. 27. The real estate developer must, in the cases and in the manner provided by law, notify the acceptors of the withdrawal of the incorporation and the consequent revocation of the offer and refund them the amounts already paid.Sole Paragraph. Without prejudice to the provisions of law, the revocation must be immediately communicated to the SRE and disclosed on the enterprise page.CHAPTER III – AUTOMATIC EXEMPTION FROM DISTRIBUTION REGISTRATIONArt. 28. The public offering of hotel CIC is automatically exempt from registration, and subject, exclusively, to the fulfillment of the duties indicated in this article, if:I – it does not exceed, in the same calendar year, the alienation of ideal fractions corresponding to 10 (ten) autonomous units per natural or legal person;II – it is carried out after the disclosure of the audited annual financial statements, in accordance with art. 31 of this Instruction, in which hotel operational revenue has been recognized for the first time, regardless of the number of autonomous units offered, provided that the enterprise has already been subject to a public distribution registered or exempted from registration by the CVM; orIII – it comprises the alienation of ideal fractions corresponding to more than 10 (ten) autonomous units, in the same calendar year and is carried out:a) while the registered public offering promoted by the real estate developer under the terms of this Instruction is ongoing; orb) in the period between the closing of a public offering, registered under the terms of this Instruction or exempted from registration by the CVM, and the disclosure of the audited annual financial statements, in accordance with art. 31 of this Instruction, in which hotel operational revenue has been recognized for the first time.BRAZILIAN SECURITIES AND EXCHANGE COMMISSIONRua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brasil - Tel.: (11) 2146-2000§ 1 In the hypothesis provided for in item III, subparagraph “a”, of the caput, the offeror is obliged to obtain from the offer acceptors, in writing, the declaration referred to in Annex 28.§ 2 In the hypothesis provided for in item III, subparagraph “b” of the caput, the offeror is obliged to:I – communicate to the SRE and disclose the announcements of commencement and closing of the public distribution offer on the enterprise page, in the manner provided for in Annexes 6-IX and 6-X;II – from the announcement of commencement of the offer until its closing, make available to the public, on the
enterprise page, the documents referred to in art. 6, items I, II, IV, and V;III – obtain from the offer acceptors, in writing, the declaration referred to in Annex 28;IV – update, annually, from the disclosure of the announcement of commencement of the offer until its closing, the documents referred to in art. 6, items I, II, and V, making the respective update available to the public on the enterprise page; andV – prepare any advertising material in accordance with the provisions of Section V of Chapter II of this Instruction, and with the inclusion of the following warning:“This public offering of hotel collective investment contract has been exempted from registration by the Brazilian Securities and Exchange Commission - CVM. The CVM does not pre-analyze such offers. The CVM does not guarantee the veracity of the information provided by the Offeror nor judges its quality or that of the hotel collective investment contracts offered. This offer concerns investment in securities, and not merely the acquisition of real estate. Before accepting an offer, carefully read the Prospectus, especially the Risk Factors section, and the Economic and Financial Feasibility Study of the hotel enterprise.”§ 3 In the hypothesis provided for in item III, subparagraph “b” of the caput, the offeror must also observe the provisions of arts. 15, 17, 18, 19, and 23 to 26.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 § 4º Except in the case of units reclaimed due to withdrawal or contractual rescission motivated by the acquirer's default, the incorporating company may not avail itself of the automatic exemption provided for in item III, letter “b” of the main text, before 12 (twelve) months have elapsed from the closing of the public distribution registered under the terms of this Instruction or exempted from registration by the CVM.

CHAPTER IV – HOTEL ENTERPRISE OPERATING COMPANY

Art. 29. The hotel enterprise operating company that is exclusively the issuer of hotel CIC under the terms of this Instruction is exempt from registration as a securities issuer.

Art. 30. The operating company may be organized as a corporation (sociedade anônima) or a limited liability company (sociedade limitada).

Art. 31. During the operation of the hotel enterprise, the operating company must prepare and make available to the public on the enterprise’s website, as well as send to the SRE:
I – within 90 (ninety) days from the closing of the fiscal year, annual financial statements of the hotel enterprise, prepared in accordance with Law No. 6.404 of 1976 and accounting standards issued by the CVM, and audited by an independent auditor registered with the CVM; and II – within 45 (forty-five) days from the closing date of each quarter, quarterly financial statements of the hotel enterprise, referring to the first 3 (three) quarters of each fiscal year, accompanied by a special review report issued by an independent auditor registered with the CVM.

§ 1º The operating company must observe CVM regulations related to the hiring and relationship with the independent auditor.

§ 2º The independent auditor must observe CVM regulations related to the exercise of independent audit activity within the securities market.

Art. 32. Starting from the third year after the date of publication of the audited annual financial statements in which hotel operating revenue was recognized for the first time, the condominium owners, assembled in a meeting, may exempt the operating company from fulfilling one or both of the obligations provided for in Art. 31.

§ 1º The resolution referred to in the main text must be approved, in the first or second call, by a special quorum meeting the following conditions cumulatively:
I – approval by the majority of votes of the condominium owners present, counting the votes as provided for in the sole paragraph of Art. 1.352 of the Civil Code; and II – approval by ideal fractions representing at least one-fifth of the total.

§ 2º The resolution referred to in the main text must be expressly stated in the notice of the respective meeting, and the operating company of the hotel enterprise may not vote in it.

CHAPTER V – FINAL AND TRANSITIONAL PROVISIONS

Art. 33. The administrators of the issuer, within their legal and statutory competencies, are responsible for compliance with the obligations imposed on the issuer by this Instruction.

Art. 34. The administrators of the hotel enterprise operating company, within their legal and statutory competencies, are responsible for compliance with the obligations imposed on that company by this Instruction.

Art. 35. The issuer must keep available to the CVM, for 5 (five) years from its closing, the documentation used in the public distribution offer of hotel CIC to comply with the provisions of this Instruction.

Art. 36. If, during the analysis of a registration request for an offer, the SRE finds that hotel CIC from the same hotel enterprise was distributed after April 18, 2016, without registration or exemption from registration by the CVM, registration will only be granted upon demonstration by the issuer that the right of withdrawal was assured to the acceptors of the irregular offer.

Art. 37. In addition to the enterprise’s website, the information whose disclosure is required by this Instruction may be disclosed through a program, application, or other electronic means, provided that:

I – it contains all information required by this Instruction; II – it does not restrict access to the general public; and III – it observes the provisions provided for in Section V of Chapter II of this Instruction.

Art. 38. The following are considered serious infractions, for the purposes of § 3º of Art. 11 of Law No. 6.385 of 1976:
I – the distribution of hotel CIC:
a) carried out under conditions different from those stated in the registration; b) carried out without registration or exemption from registration by the CVM; or c) carried out in violation of the provisions of Arts. 12, 16, 18, 20, 21, 26, and 28 of this Instruction; and II – non-compliance with the provisions of Arts. 31 and 32 of this Instruction.

Art. 39. CVM Deliberation No. 734 of March 17, 2015, is hereby revoked.

Art. 40. This Instruction enters into force on the date of its publication, and its provisions have immediate effect, except as provided in the following articles.

Art. 41. Regarding offers that, on the date of publication of this Instruction, have already been exempted from registration, issuers may, alternatively, continue to observe the provisions of CVM Instruction No. 400 of 2003 and CVM Deliberation No. 734 of 2015, or follow the regime established in this Instruction, including regarding the content and updating of the prospectus and the economic and financial feasibility study of the enterprise.

§ 1º The option referred to in the main text must be exercised within 60 (sixty) business days from the date this Instruction enters into force, and issuers who opt to adapt the ongoing offer to the provisions of this Instruction must communicate their decision to the SRE within 5 (five) business days from the date the decision is made, as well as give wide publicity to the decision on the enterprise’s website.

§ 2º Upon expiration of the period provided for in § 1º without manifestation by the issuers, the offers continue to be governed by the provisions of CVM Instruction No. 400 of 2003 and CVM Deliberation No. 734 of 2015.

§ 3º Issuers who opt to adapt an offer already exempted from registration, but not yet started, to the provisions of this Instruction are exempt from obtaining registration and from filling out item VI of Annex 6-IX.

§ 4º Issuers who opt to adapt an offer already started to the provisions of this Instruction are exempt from obtaining registration and from filling out item V of Annex 6-X.

§ 5º Adapting the offer to the provisions of this Instruction does not constitute a modification of the offer, for the purposes of Art. 23.

§ 6º Even if they have opted to follow the provisions of CVM Instruction No. 400 of 2003 and CVM Deliberation No. 734 of 2015, issuers must observe the offer duration period provided for in Art. 17, counted from the date this Instruction enters into force, as well as publish an offer closing announcement in the form provided for in Annex 6-X, observing, in this regard, the provisions of § 4º of this article.

Art. 42. Regarding requests for exemption from registration of public offers that, on the date of publication of this Instruction, are under analysis at the SRE, issuers may, alternatively, continue to follow the provisions of CVM Instruction No. 400 of 2003 and CVM Deliberation No. 734 of 2015, or submit a new registration request, fully observing the regime provided for in this Instruction.

Sole paragraph. Even if they have opted to follow the provisions of CVM Instruction No. 400 of 2003 and CVM Deliberation No. 734 of 2015, issuers must observe the offer duration period provided for in Art. 17, as well as publish and communicate to the SRE the announcement of the start of distribution in the form provided for in Annex 6-IX, exempted from filling out item VI.

Signed Original by
MARCELO BARBOSA
President

ANNEX 6-I
COLLECTIVE INVESTMENT CONTRACT – HOTEL CIC
INFORMATION THAT MUST APPEAR IN THE PROSPECTUS

I – The cover of the Prospectus must contain the following notice:
“OFFER FOR THE SALE OF COLLECTIVE INVESTMENT CONTRACTS WITHIN REAL ESTATE PROJECTS LINKED TO PARTICIPATION IN THE RESULTS OF A HOTEL ENTERPRISE. THIS OFFER INVOLVES INVESTMENT IN SECURITIES, AND NOT MERELY THE ACQUISITION OF REAL ESTATE. BEFORE ACCEPTING THE OFFER, PLEASE READ CAREFULLY THE ECONOMIC AND FINANCIAL FEASIBILITY STUDY OF THE HOTEL ENTERPRISE AND THE PROSPECTUS, ESPECIALLY THE RISK FACTORS SECTION AVAILABLE ON THE WEBSITE [●]. THE CVM DOES NOT GUARANTEE THE VERACITY OF THE INFORMATION PROVIDED BY THE ISSUER NOR JUDGES ITS QUALITY OR THAT OF THE HOTEL COLLECTIVE INVESTMENT CONTRACTS OFFERED.”

II – Identification of the construction company, if any, the incorporating company, the hotel enterprise operating company, the company holding the hotel brand, and other participants in the enterprise;

III – Description of the enterprise;

IV – Summary of contractual and legal provisions regulating the relationships between investors and the issuer and other counterparties involved in the instruments of the hotel CIC offer, explaining in detail the obligations, responsibilities, and rights of the issuer and other counterparties;

V – Offer data, such as the quantity of CIC offered, legal structure of the CIC, unit prices of the CIC, total value of the offer, start and end dates of the offer;

VI – Clear and complete information regarding the remuneration of investors and the hotel enterprise operating company, as well as other participants in the enterprise;

VII – Risk factors affecting the offer, which must be presented in order of specificity, from most specific to most general, and must necessarily address:
a) the possibility that investors do not obtain profit or incur losses due to the failure of the hotel enterprise; b) the possibility that the investor must contribute additional resources beyond those necessary for the acquisition of the investment; c) the possibility of devaluation of the real estate, considering, among other things, its specific destination; d) civil, labor, social security, and tax liability of investors arising from the construction of the real estate and the operation of the hotel; e) the existence of environmental liabilities, if any; f) when applicable, the option not to constitute an affected estate as provided for in Art. 31-A of Law No. 4.591 of December 16, 1964 (Incorporations Law); g) the influence the issuer may exert on condominium meetings if they retain autonomous units of the enterprise in their property; h) the possibility that the incorporating company or the construction company contracts financing with the constitution of a mortgage or fiduciary alienation over the real estate object of the enterprise, if any; i) the possibility that the economic and financial feasibility study is not reliable due to the absence of comparable operating enterprises in the market, as well as any other factor that may compromise its conclusions, if applicable; j) the possibility that the operating company incurs a conflict of interest due to a substantial portion of the operating company’s remuneration being linked to the gross revenue of the hotel enterprise, unlike investor remuneration, which is linked to operating profit; and k) the possibility that the internal rate of return is lower than projected for the investor who opted for the financed acquisition of the autonomous unit.

VIII – All costs, contributions, expenses, fees, or profit withholdings that are or may be borne by investors as a result of the contracts they have signed;

IX – Information regarding the term and manner of restitution of values received from investors in cases of suspension, cancellation, and withdrawal of the offer;

X – Indication of the complete address of the enterprise’s website on the worldwide web where the information referred to in Art. 6º, items I, II, and IV, and Art. 31 will be available;

XI – Description of practices adopted for hiring and supervising the activity of real estate brokers; and

XII – Indication of the authorized brokerage companies or individual brokers authorized to distribute the hotel CIC.

ANNEX 6-II
MINIMUM INFORMATION THAT MUST APPEAR IN THE ECONOMIC AND FINANCIAL FEASIBILITY STUDY OF THE HOTEL ENTERPRISE

I – Macroeconomic trends and perspectives;

II – Analysis of the hotel market by segment currently present and perspectives for its evolution, in terms of future demand and supply;

III – Analysis of the geographic location of the enterprise and its neighborhood;

IV – Analysis of competitive positioning;

V – Analysis of the enterprise’s penetration into the market;

VI – Estimates of construction, assembly, equipment, decoration, furnishing, pre-operational expenses, and initial working capital costs;

VII – Estimates of administrative and tax costs to be incurred by the investor in the acquisition of the hotel CIC;

VIII – Methodology chosen and reasons for adopting it;

IX – Projection of revenues, expenses, and results for a period of at least 5 (five) years of hotel operation;

X – Calculation of the net present value (NPV) and internal rate of return (IRR) of the investment, with indication of the premises and sources of data used. For the calculation of NPV and IRR, a projection period of at least 10 (ten) years must be demonstrated, followed by the calculation of a perpetuity. The discount rate to be used for calculating NPV and the present value of the perpetuity, in the case of IRR, must be compatible with the risk of the investment in the enterprise;

XI – Comparison between the projected capitalization rate for the investment (expected annual yield on the launch price) and that of similar operating hotel enterprises in the market;

XII – The signatures and identification of the professionals responsible for the study, as well as the legal representative of the firm responsible for the study;

XIII – Regarding the professionals and the firm responsible for the study:
a) description of professional experience and credentials qualifying them to prepare an economic and financial feasibility study of a hotel enterprise, indicating studies conducted in the 3 (three) years prior; and b) detailed description of the internal approval process of the economic and financial feasibility study by the firm; and

XIV – Declaration by the professionals responsible for the study, as well as the legal representative of the firm responsible for the study, informing:
a) the quantity of hotel CIC subject to the offer that they hold or intend to acquire during the offer; b) that they have no conflicts of interest that diminish the independence necessary for the performance of their functions; c) the cost of the economic and financial feasibility study, specifying the fixed component and the contingent or variable component of their remuneration; and d) values received from the issuer or other counterparties of the contracts involved in the hotel CIC, as remuneration for any consulting, evaluation, audit, and similar services, in the 12 (twelve) months prior to the registration request, discriminating, among the values received, those related to the preparation of the economic and financial feasibility study.

ANNEX 6-III
COLLECTIVE INVESTMENT CONTRACT – HOTEL CIC
INVESTOR DECLARATION

By signing this term, I declare that I had full access to all necessary and sufficient information for the investment decision, notably those contained in the Prospectus, the Economic and Financial Feasibility Study of the hotel enterprise, and the contracts comprising the hotel CIC, to evaluate the acceptance of the offer and the risks arising from it.

I declare that I am aware that this is an offer in which the registration of the securities issuer and the hiring of an intermediary institution part of the securities distribution system were exempted by the CVM.

ANNEX 6-V
COLLECTIVE INVESTMENT CONTRACT – HOTEL CIC
ISSUER DECLARATION

We declare that the information provided to the market, including those contained in the Prospectus and the Economic and Financial Feasibility Study of the hotel enterprise, is true, consistent, correct, and sufficient, allowing investors to make an informed decision regarding the offer.

We further declare that the Prospectus contains the relevant information necessary for investors to understand the offer, the hotel CIC offered, the risks inherent to the hotel enterprise, and any other relevant information, as well as that the Prospectus was prepared in accordance with the relevant standards.

ANNEX 6-VI
COLLECTIVE INVESTMENT CONTRACT – HOTEL CIC
HOTEL ENTERPRISE OPERATING COMPANY DECLARATION

We declare that the information provided in the Prospectus and the Economic and Financial Feasibility Study, specifically related to the hotel enterprise and the risks associated with it, is true, consistent, correct, and sufficient, allowing investors to make an informed decision regarding the offer.

ANNEX 6-IX
COLLECTIVE INVESTMENT CONTRACT – HOTEL CIC
DISTRIBUTION START ANNOUNCEMENT

I – Identification of the incorporating company (identified as Issuer), the hotel enterprise operating company, the hotel brand, the construction company, if any, and other participants in the enterprise;

II – Identification of the hotel enterprise;

III – Offer data, including quantity of CIC offered, legal structure of the CIC, unit price of the CIC, total value of the offer;

IV – Date of the start of distribution of the securities;

V – Declaration that the Prospectus and the Economic and Financial Feasibility Study of the hotel enterprise are available to interested parties, indicating the locations and methods by which they can be obtained;

VI – Registration number and date with the CVM; and

VII – The following words, prominently displayed: “The registration of this distribution does not imply, by the CVM, a guarantee of the veracity of the information provided or a judgment on the quality of the Issuer, as well as on the hotel CIC to be distributed.”

ANNEX 6-X
COLLECTIVE INVESTMENT CONTRACT – HOTEL CIC
DISTRIBUTION CLOSING ANNOUNCEMENT

II – Identification of the hotel enterprise;

III – Quantity of hotel CIC distributed and total contracted value in the offer;

IV – Date of closing of the offer; and

V – Registration number and date with the CVM.

SECURITY AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000

ANNEX 28
COLLECTIVE INVESTMENT CONTRACT – HOTEL CIC
INVESTOR DECLARATION IN OFFERING AUTOMATICALLY EXEMPT FROM REGISTRATION

By signing this term, I declare that I had full access to all necessary and sufficient information for the investment decision in the offering, notably those contained in the Prospectus, the Economic and Financial Feasibility Study of the hotel undertaking, and the contracts that make up the hotel CIC.

I declare that I am aware that the registration of the offering and the registration of the issuer of securities, as well as the hiring of an intermediary institution part of the securities distribution system, were dispensed with by the CVM.

Lineage: No known changes