31 Oct 24 The CNV submits to public consultation the draft of the Public Offering Regime with Automatic Authorisation

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

By means of General Resolution No. 1,028 (hereinafter, the ‘Resolution’), the Argentine Exchange Comission (hereinafter, the ‘CNV’) submits to public consultation the regulation of the ‘Public Offering Regime with Automatic Authorisation’ for cases of low and medium impact, and in auctions of securities.

In this sense, the Resolution incorporates two special regimes applicable to the offering of securities, within the framework of global programmes and/or through the issuance of individual series or classes, which due to their low or medium impact may be totally or partially exempted from the obligations applicable to the participants in the public offering regime; but which, at the same time, may be considered as such.

First, a public offering regime is established with automatic authorisation due to its low impact, with the possibility of placing securities for an amount of up to 1,000,000 units of purchasing value (hereinafter, ‘UVAs’) -or their equivalent in pesos or foreign currency-, without the requirement to submit prospectuses and/or other similar documents, or to have prior authorisation from the CNV. Likewise, any SME CNV Guaranteed may benefit from this regime as long as the maximum nominal amount of the marketable securities to be placed does not exceed 10,000,000 UVAs -or its equivalent in pesos or foreign currency-.

However, issuers under this regime must notify through the ‘Trámites a Distancia’ platform the details and information related to the placement of securities with the due warnings and have available the documentation justifying the placement efforts in order to enjoy the tax benefits. In addition, the post-placement information system is simplified and issuers of SME CNV Guaranteed are exempted from corporate control.

On the other hand, a public offering regime is established with automatic authorisation due to its medium impact, which allows the placement of marketable securities for an amount of up to 7,000,000 UVAs -or its 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.

In turn, in order to calculate the maximum nominal amount foreseen for low and medium impact issues, all placements of securities made by the issuer under these regimes during the twelve-month period will be considered as part of the same offer.

Such regimes shall initially be limited to securities issued under Law No. 23,576, including short-term securities, as well as to virtual assets as defined in Law No. 27,739 to the extent that they constitute securities. However, in both cases, those that are convertible into shares or that are issued under the ‘Guidelines for the Issue of Thematic Securities in Argentina’ and fall within the guidelines set forth in Annexes III, VI and VII of Chapter I of Title VI of the CNV Regulations are exempted.

Finally, it is clarified that in both regimes, primary placement and secondary trading shall be addressed only to qualified investors.