Key Updates from the National Securities Commission: Automatic Financial Trust Authorization, Public Tender Offer Amendments, and Auction Mechanism Modification.
Capital Markets Department Report | Key Updates from the National Securities Commission: Automatic Financial Trust Authorization, Public Tender Offer Amendments, and Auction Mechanism Modification.
Dear All,
We are writing to inform you about the recent General Resolutions No. 1031, 1034, and 1037 issued by the National Securities Commission (“CNV”) (hereinafter referred to as “Resolution 1031,” “Resolution 1034,” and “Resolution 1037,” respectively, and collectively, the “Resolutions”). Below is a summary of the most important points:
Resolution 1031: Public consultation on the automatic public offering of low and medium-impact financial trusts
Resolution 1031 subjected to public consultation a proposal to create two automatic public offering regimes aimed at low and medium-impact financial trusts. This project seeks to simplify access to the capital markets, allowing fiduciary securities to be publicly offered without the need for prior review by the CNV, as long as certain established requirements are met.
The following table summarizes the main characteristics of both regimes:
Additionally, a sanctions regime is included, differentiating between essential requirements (non-compliance considered as an irregular public offering) and non-essential requirements (less severe penalties).
The public consultation has already concluded, so it is expected that the CNV will issue a final resolution in the short term. Consequently, the automatic public offering would allow fiduciary securities to be considered authorized and regular, provided they are placed through verifiable efforts by any means established under Law No. 26,831.
Resolution 1034: Amendment to the public auction system. Expansion of non-competitive tranche allocation
Until now, allocation under the non-competitive tranche in a public auction could not exceed 50% of the nominal value of the securities to be issued.
With Resolution 1034, an exception to this 50% limit is introduced. At the choice of the issuer and placement agents, when the total amount to be allocated—considering both competitive and non-competitive tranches—is less than the maximum nominal value offered in the auction, orders under the non-competitive tranche may be allocated until the book is completed. This expands placement possibilities, particularly for retail investors.
Additionally, Resolution 1034 establishes that orders from investors who hold securities from the same issuer subject to exchange, or those eligible for subscription in kind, will be excluded from the calculation and application of the non-competitive tranche. This ensures that allocation prioritizes new investors or those participating in cash subscriptions.
Resolution 1037: Amendment to the regulation of public tender offers (OPA) for privatizations
Resolution 1037 (and Interpretative Criterion No. 92) modifies certain articles of the OPA regulation, a mechanism that grants rights to minority shareholders in the face of substantial changes in control or shareholding structure that may affect the strategic direction of companies or their economic expectations. Resolution 1037 seeks to eliminate regulatory barriers that do not add value to the purpose of protecting minority shareholders, considering scenarios arising from privatization processes.
This resolution establishes that the obligation to carry out an OPA will not apply when the National State transfers its shareholding, equal to or less than 50%, in a controlling company of an issuer admitted to the public offering regime of shares, pertaining to energy or gas sector companies, to a private acquirer, provided that the private acquirer assumes the same position as the seller in a pre-existing shareholder agreement, without altering the shareholding in the direct or indirect controlling company, which must remain equal to or less than 50%.
Thus, Resolution 1037 contemplates situations where a new shareholder assumes the position of the selling shareholder, leaving the shareholding of the controlling company in the affected issuer unchanged, and adheres to any pre-existing agreements, if applicable. This ensures continuity in governance and operations of both the controlling company and the issuer.
For any questions or additional information, please do not hesitate to contact our team.
Sincerely,