20 Feb 26 Simplification of the Procedure for Changing the Public Offering Regime for Issuers

Martín Chindamo, Valentina Circolone and Alejo García Ribes

By means of Resolution No. 1,110 (hereinafter, the «Resolution«), the National Securities Commission (hereinafter, the «CNV«, by its acronym in Spanish) established a specific procedure for changing the public offering regime, applicable to issuers of shares and notes included in the general public offering regime or in the CNV SME regime.

Issuers included in the regimes mentioned above may request a change to any of the regimes established by the CNV provided that: (i) they meet the requirements of the new regime they intend to join; (ii) they do not have any outstanding annual supervision and control fee; (iii) they do not have any outstanding amounts corresponding to interest or principal services on the securities issued; and (iv) they are not subject to reorganization proceedings or an out-of-court restructuring agreement.

The change of regime must be approved by an extraordinary shareholders’ meeting, with the quorum and majorities established by the Argentine General Companies Law and/or its constitutive instrument and, where applicable, also in accordance with the terms and conditions of issuance of the instrument.

In turn, where the issuer is authorized to conduct a public offering of shares under the general regime or the CNV SME regime and seeks to migrate to special regimes with lower disclosure and/or trading requirements, it must comply with the withdrawal scheme from the regime and make a public tender offer (“OPA” by its acronym in Spanish) at an equitable price.

Likewise, the decision must be disclosed as a Material Event immediately after the management body decides to call the shareholders’ meeting and, if applicable, must include the offered price.

Once the application has been filed and compliance with the applicable formal and regulatory requirements has been evidenced—including, where applicable, the completion of an OPA—the CNV will approve the change of regime, limiting itself to verifying formal and regulatory compliance, without ruling on the economic appropriateness of the offered price.