Project for Automatic Authorization of Public Offering of Closed-End Credit Funds: CNV General Resolution No. 1042
Capital Markets Department Report | Project for Automatic Authorization of Public Offering of Closed-End Credit Funds: CNV General Resolution No. 1042.
On December 31, 2024, the Comisión Nacional de Valores (“CNV”) published a draft regulation through General Resolution No. 1042. This draft introduces a simplified procedure for the automatic authorization of public offerings applicable to Closed-End Investment Funds with portfolios specifically comprised of credits (“FCIs”), representing a significant innovation. Below is a summary of the key aspects of the draft:
Key Features of the Regime:
1-Maximum Nominal Amount:
– 7,000,000 UVAs (Unidades de Valor Adquisitivo) [1].
-This amount includes all issuances made by the same group (Management Company, Depository Company, and credit originator) in the last 12 months.
-Once the shares have been fully or partially repaid, reissuance within the same limit is allowed.
2-Target Audience:
-Qualified investors.
3-Mandatory Prospectus:
-Yes, but without prior review by the CNV.
4-Supervision and Control Fee:
-Applicable.
5-Reporting Regime:
-Submission of annual and quarterly financial statements.
-Quarterly reports on the collection of principal and interest.
-Information on significant deviations in the Fund’s credits, disclosed through the CNV’s official website and authorized markets.
6-Listing of Shares:
-Mandatory on a special panel of an authorized market, within 30 calendar days from the notification of issuance.
Simplified Process:
-The Management Company must submit the prospectus and management regulations via the CNV´s platform.
-The CNV will neither review nor approve the submitted documents. Responsibility for the accuracy of the information lies with the Management Company and the Depository Company.
Non-Compliance and Penalties:
-Failure to pay the supervision and control fee or non-compliance with the minimum content requirements for the prospectus or reporting regime may result in the prohibition of new issuances under this regime.
Background:
This General Resolution is part of the CNV’s efforts to simplify and expedite public offering authorization processes. Its precedents include:
-General Resolution No. 1028, which proposes an automatic authorization regime for negotiable obligations. For more information, refer to our newsletter on the topic.
-General Resolution No. 1031, which introduces an automatic authorization regime for financial trusts. More details are available in our related newsletter.
Public Participation:
The draft is open to public comments under the Participatory Rulemaking process until February 6, 2025. Opinions can be submitted through the CNV’s official website.
For additional inquiries about how to participate or access this regime, please do not hesitate to contact us.
[1] UVAs (Unidades de Valor Adquisitivo): UVAs are inflation-adjusted units of account used in Argentina. Their value is linked to the Reference Stabilization Coefficient (CER), which reflects inflation rates.