Frequent Issuers

Registration as Frequent Issuer

The Resolution provides that a simplified public offering authorization process will apply to issuances of securities of Frequent Issuers, allowing them to take advantage of opportunities that arise in favorable market situations.

To be registered as an FI the entity must have:

(i) placed at least two issues of shares and/or negotiable obligations during the twelve months prior to the application for registration,

(ii) been registered for an uninterrupted minimum period of two years in the general public offering system;

(iii) filed complete and updated information in the Financial Information Highway (“AIF” after its acronym in Spanish), an obligation which it must continue to comply with to maintain its registration as an FI.

Likewise, to be registered as an FI the entity must not:

(iv) have effective administrative penalties, whether fines or other major sanctions, applied by the CNV in the last two years;

(v) be in a mandatory capital reduction (Article 94. 5 of Law 19,550 and its amendments) nor a dissolution for loss of capital (Article 206 of Law 19,550 and its amendments)  financial situation; nor 

(vi) owe payments of amortization of capital and/or interests of securities, dividends (in the case of issuers of shares), and/or rates or tariffs of the CNV.

The FI must annually update the Prospectus by submitting a new document for authorization within ten business days of the date of the submission of its annual financial statements becomes due.

Issuing under the Simplified Regime

Once the entity is registered as an FI, it may place a public offering of shares and/or negotiable obligations under the Simplified Regime (SR).  To such effect the FI must inform the CNV of its intention to make the placement. The notification must be made by submitting a note signed by the legal representative and/or attorney-in-fact five business days prior to the date of publication of the subscription notice.

The subscription notice must be published on the AIF prior to the beginning of the primary securities placement process. In addition to containing the specifications set forth in the CNV rules (as provided in Article 8 of Section II, Chapter IV, Tittle VI) the subscription notice must be accompanied by the publication in the AIF of (a) the Prospectus Supplement, (b) a copy of the meeting minutes of the FI that resolved the issuance together with the terms and conditions of the securities, (c) if the board of directors has delegated the determination of the terms and conditions of the securities to one or more directors or managers, a copy of the corresponding resolutions, (d) the risk ratings (if applicable), and (e) all relevant information that may be required to be published in the AIF.

Other regulation modifications

The Resolution also includes an integral review of the regulations applicable to the procedures for authorizing public offerings.  Among other changes these include:

(i) a tacit approval of the Prospectus by the CNV is provided if within ten business days of its submission for approval the CNV does not require additional documentation or does not raise new objections; or if within five business days after the submission of the additional documentation required the CNV does not require additional documentation and does not raise new objections.

(ii) the model of Prospectus included in the CNV regulations was modified, and a Prospectus Supplement model is now included.

Participation Regime

The provisions of the Resolution are subject to public consultation under a procedure through which the CNV will receive opinions and/or proposals of interested parties which may be submitted until March 6, 2018, through the website www.cnv.gob.ar.