ARTICLE

New Public Offering Regulations

The Argentine Securities Exchange Commission, under General Resolution No. 597, provided that initial offerings of securities must be made by public auction or open tender, restricting the use of the "book building" system.
December 21, 2011
New Public Offering Regulations

General Resolution No. 597 (the "Resolution") which modifies the rules for public offering of securities was issued by the Argentine Securities Exchange Commission (Comisión Nacional de Valores or "CNV") on November 30, 2011, and shall become effective as of March 1, 2012. (1)

The Resolution provides that the initial public offering of securities must be made by auction or public tender through a computer network system which will allow investors to place offers during the offering period. Consequently, the use of the book-building system which until present is often used for initial placements of securities will no longer be allowed.

The computer network system must be controlled by a stock exchange or over the counter market and must be previously approved by the CNV. The computer network system must include procedures that:

  1. allow access to all Argentine stock markets and over the counter markets,
  2. communicate the initial placements made through the system,
  3. allow the entry of bids, which must be customized according to the terms of the securities to be auctioned or tendered, and
  4. communicate the results of the auction or bidding the day of closing.

The Resolution also provides certain requirements that must be complied with for the initial placement of securities. Among other requirements, it provides that:

  1. Invitations to make offers through the media should be made at least four trading days prior to the start of the auction or public tender, which enlarges considerably the period of placement. Previously, the four trading days could be narrowed down to two trading days when the amount of the issuance was fully subscribed.
  2. Invitations to make offers must at least include certain information, such as specifying the type of security, the smallest unit denomination to subscribe the security, and definition of bidding terms (which may include price, interest rate, performance or price competition).
  3. Bids as a general rule must be final and binding, and only exceptionally may be non-binding during a limited period of time if so provided in the prospectus.
  4. The tender may be blind or open, at the option of the issuer.
  5. Upon the expiration of the auction or public tender period, it shall not be allowed to modify offers made or to make new offers.

Finally, the Resolution provides that investors domiciled abroad who subscribe securities under the system may pay in those securities in bank accounts opened in financial institutions in Argentina or in bank accounts opened abroad in financial institutions authorized to operate as such by the relevant authority, which must be indicated in the prospectus.

Given that book building so far has been broadly used for initial public offerings of securities, there currently is uncertainty regarding the impact the Resolution may have on the Argentine capital markets.

1. The Resolution modifies Articles 57 and 61 of Title VI.12 – Placement of Negotiable Obligations and Trust Securities- of Chapter VI of the CNV Regulations (G.R. 368/01).