25 Nov 24 The CNV submits to public consultation the draft of the Public Offering Regime for Financial Trusts with Automatic Authorisation

By Agustín L. Cerolini, Martín Chindamo, Valentina Circolone and Tomás Mingrone.

By means of General Resolution No. 1,031 (hereinafter, the ‘Resolution’), the Argentine Exchange Comission (hereinafter, the ‘CNV’) submits to public consultation the regulation of the ‘Public Offering Regime for Financial Trusts with Automatic Authorisation’ for cases of low and medium impact.

In this regard, the Resolution introduces two special regimes applicable to the offering of financial trusts that, due to their low or medium impact, may be wholly or partially exempt from the obligations applicable to financial trusts under the general regime

Firstly, it establishes an automatic public offering authorization regime for low-impact cases, allowing the issuance of trust securities up to a limit of 1,000,000 units of purchasing value (hereinafter, ‘UVAs’) -or their equivalent in pesos or foreign currency-, without the requirement to submit prospectuses and other documents, or to have prior authorisation from the CNV. However, trustees must have documentation available to justify placement efforts in order to benefit from tax advantages.

Secondly, it establishes an automatic public offering authorization regime for medium-impact cases, allowing the issuance of trust securities up to a limit of 7,000,000 UVAs—or their equivalent in pesos or foreign currency—without prior approval from the CNV. However, under this regime it is necessary to publish a prospectus in the CNV’s web, submission of annual financial statements, and publication of control and review reports, among other documentation.

Additionally, to calculate the maximum nominal amount allowed for low- and medium-impact issuances, all placements of negotiable securities made by the issuer under these regimes within a twelve-month period will be considered part of the same offering.

Certain exceptions apply, including financial trusts established under the regimes provided in Chapter IV, Section XXIII, and Chapters V, VI, and VII of Title V of the CNV Rules, as well as those established under Article 42 of Section XVI of Chapter IV of Title V of the CNV Rules. Trusts whose underlying assets consist of negotiable securities or convertible virtual assets, or that represent participations in trusts not admitted under these guidelines, are also excluded.

In both regimes, primary placement and secondary trading shall be exclusively directed to qualified investors.

Finally, it should be noted that with this Resolution the CNV seeks to encourage access to the capital market, so that trustees can access, through the creation of financial trusts, project financing in less time, favouring economic development.