CNV Amends Primary Placement Regime

General Resolution 1169 of the Argentine Securities Commission (CNV), issued on September 22, 2026, and published in the Official Gazette on September 23, 2026, amends the regime governing primary placements of negotiable securities.

The Resolution establishes new rules for book-building and public auction or tender procedures, aimed at strengthening the transparency of the process, the management of conflicts of interest, and investor protection. The prospectus, supplement, or offering document and the subscription notice must clearly describe the placement mechanism, the allocation criteria and their order of priority, how the clearing variable is determined, the treatment of bids submitted by companies affiliated with the placement agents, and the parties responsible for allocation.

In local placements, public auctions or tenders and book-building processes must be conducted through electronic trading systems of markets authorized by the CNV. For international placements, this requirement applies only to the local tranche of public auctions or tenders and not to book-building.

The Resolution also introduces rules governing the participation of agents for their own account. Proprietary bids may not exceed the amount by which the agent's net worth exceeds its regulatory minimum. In public auctions or tenders, these bids may only be entered up to 30 minutes before closing. Any later bids will be conditional on insufficient demand from other investors and on not displacing them. In book-building processes, allocation of proprietary indications of interest will be conditional on not displacing other bidders allocated at the clearing variable. In both public auctions or tenders and book-building processes, these restrictions will not apply to bids submitted under a firm underwriting agreement (excluding best-efforts arrangements), provided that the agreement has been described in the prospectus, supplement, or offering document, including the number of securities and the price, rate or other financial variable at which the underwriter will participate.

Placement agents may charge investors commissions only if those commissions are disclosed and quantified in advance and investors are informed of the resulting internal rate of return, net of the commission.

The Resolution further strengthens the CNV's supervisory powers: the CNV will have direct, real-time access to the markets' primary placement systems. Bids may not be entered without identifying the final investor, and markets and agents must submit information on each placement to the CNV through a new restricted-access form.

Placement agreements, underwriting agreements, purchase agreements and similar documents used locally or internationally must be filed with the CNV within ten business days after the placement. Documents in English do not need to be translated unless the CNV requests it.

Finally, the Resolution sets out a transitional regime for adapting electronic systems. Markets must complete the adaptation by December 31, 2026, and agents by February 26, 2027. Until then, Interpretative Criterion 102 will continue to apply, together with those provisions of the Resolution that do not depend on these adaptations.