09 Ene 25 Approval of the Public Offering Regime with Automatic Authorization

By Agustín L. Cerolini, Martín Chindamo, Valentina Circolone, and Agustina Martín Triscali.

Through General Resolution No. 1047 (hereinafter, the «Resolution»), the National Exchange Commission (for its acronym in Spanish, the «CNV») approved regulations for the «Public Offering Regime with Automatic Authorization» for low- and medium-impact cases, as well as for auctions of securities, incorporating the latter as an additional category within the regime.

This framework, previously submitted for public consultation through General Resolution No. 1028, is now formalized with guidelines aimed at streamlining placements while maintaining certain transparency and oversight obligations by the CNV.

In this regard, the regime establishes a public offering system with automatic authorization for low-impact cases, allowing for the placement of securities up to an amount of 1.000.000 Acquisition Value Units (for its acronym in Spanish, the «UVAs«)—or their equivalent in pesos or foreign currency—without the requirement to submit prospectuses, prospectus supplements, and/or other similar documents, nor obtain prior authorization from the CNV. The sole requirement is to notify the agency according to the model specified in the Resolution.

Additionally, any issuance of securities under the CNV-Guaranteed SME Regime may utilize this regime provided the maximum nominal amount of securities to be placed does not exceed 10.000.000 UVAs—or their equivalent in pesos or foreign currency.

Furthermore, the regime also establishes a public offering system with automatic authorization for medium-impact cases, allowing the placement of securities up to an amount of 7.000.000 UVAs—or their equivalent in pesos or foreign currency—without requiring prior approval from the CNV. However, in this scenario, issuers must complete an admission process with reduced requirements while complying with specific information obligations to adequately protect investors.

In both cases, issuers under these regimes will be exempt from complying with certain regulatory provisions, including chapters related to corporate oversight and obligations under Title XV of the CNV Regulations.

Moreover, it is clarified that in both regimes, the primary placement and secondary trading must be directed exclusively to qualified investors. Consequently, the public dissemination period may be reduced to one business day.

Finally, the Resolution also includes auctions of securities as another category subject to automatic authorization, maintaining transparency conditions and specific restrictions established for issuances under this regime.