CNV Adapts to COVID-19 Quarantine

By means of section 1, subsection 6 of the Regulation 429/2020 of March 20, 2020, the Argentine Securities and Exchange Commission (the “CNV”, after its acronym in Spanish) was included among the activities exempted from isolation provided for in Decree 297/2020.

As a result, operating with minimum personnel, the CNV published in its press review a series of statements by which it ordered:

- March 17: The extension of the legal term for holding ordinary shareholders’ meetings that consider the approval of financial statements ended on December 31, 2019, requiring interested parties to submit the corresponding application with the corresponding justification to the following email: gobcorp@cnv.gov.ar.

- March 20: The suspension of administrative deadlines due to Decree 298/2020.

- March 21: The extension of legal terms for the filing of financial statements of financial entities by means of the General Resolution 829/2020.

- March 24: The increase and enablement of the virtual front desks through specific emails.

- March 25: The exclusive operation of the Investor Relations Office by virtual means to this email: inversor@cnv.gov.ar.

- March 26: The issuance of a statement addressed to the issuing entities in which the following points are highlighted:

i. The maintenance of the obligation to send through the Financial Information Reporting System all documentation and information that had to be sent by that means.

ii. Filings to be addressed to the Issuer Management must be sent to this email: mesadeentradasEmisoras@cnv.gov.ar.

iii. Filings sent from emails declared on the Financial Information Reporting System or from emails informed from the aforementioned email are valid.

iv. In the filings that are made:

a) The identification of the file which corresponds to the filing must be indicated in the subject of the email.

b) Documents must be attached in Word or PDF that do not exceed 10 MB.

c) The final prospectuses and supplements must be sent in PDF.

d) Filings made after 3 p.m. will be considered received on the following working day.

e) When replying to observations, the attached documentation must be accompanied by the opinions supporting the reply.

f) In the case of paper-based procedures that did not receive the first observation, it is necessary to send all the documentation filed in paper through the new document reception channel.

g) In the case of fee payment, the corresponding form must be sent for validation and then the proof of payment in PDF.

h) The prospectus and supplements must include sufficient information on the situation regarding COVID-19.

v. Given the new working conditions and considering the need to prioritize the authorization procedures that are strictly relevant to the entity, the collaboration of the entities is requested in order to prioritize those that are of this nature.

vi. Any queries related to the procedures that are strictly necessary may also be addressed in the above-mentioned emails, so as not to saturate the systems to be used.

- April 1: The extension of the deadlines for the repatriation of the assets scheduled for the fiscal period 2019 provided by the Decree 330/2020.

- April 1: Updated the maximum values of the total annual income to be considered a small and medium-size enterprises under the CNV regime (the “CNV SMEs”) by means of the General Resolution No. 831/20 in order to extend the quantity of entities able to access to the special regimes of financing.

- April 3: The suspension of the call to the chambers and other representative entities of the capital market sector that were scheduled for April regarding the instruction on how to fill in the application forms provided by Section 2 of the General Resolution No. 816/19. These forms will be available at the Financial Information Reporting System and can be uploaded until June 30. Moreover, it established as the only channel for consultations to the Anti-Money Laundering Department, the following email: mesadeentradaspld@cnv.gov.ar.

On the other hand, the regulation of remote board of directors and shareholders meetings during the sanitary emergency was established by means of Resolution No. 830/20 for the purpose of complying with the social isolation and preventative measures that remain in place.

- April 6: Extension of the suspension of administrative deadlines due to the Decree 327/20. Moreover, the CNV stated that:

i. Exceptions to the suspension in certain cases at the request of a party or ex-officio may be arranged.

ii. The parties can make filings virtually.

iii. The acts performed or to be performed are valid, however there are no deadlines. In particular, the CNV established the continuity of the proceedings regarding the authorization of financial trusts, mutual funds, and authorization for public offerings of the issuers.

iv. The obligations of the subjects regulated by the CNV are in force, especially the obligations related to the informative regime.

- April 7: The extension of the deadline for the filings of the financial statements of the entities regulated by the CNV, through General Resolution No. 832/20. This measure reaches the annual financial statements closed by February 29, 2020 and the annual and quarterly filings closed March 30, 2020. A measure that was later supplemented on April 21 by General Resolution No. 834/20.

- April 21: the extension of the deadline to readjust the Management Companies of Mutual Funds to the modifications introduced by the Productive Financing Law as of September 1, through Resolution No. 833/20

- April 21: the extension of the legal term for the filling of annual financial statements for fiscal periods ended on 01-31-2020, 02-29-2020, and 03-31-2020; and intermediate - including the quarterly and/or semi-annual accounting certification if applicable – ended on 02-29-2020 and 03-31-2020.

This measure was provided by means of Resolution 834/20, which also replaced the period established for the filing of quarterly financial statements (as of 03-31-2020) by financial entities, and unified the term for filings in 70 calendar days from the end of the intermediate period for the quarterly financial statements, and 90 calendar days from the end of the annual period for the annual financial statements.

- April 29: the extension of the legal term for the filing of annual financial statements to entities subject to the special periodic information regime applicable to CNV SMEs guaranteed notes, through Resolution No. 837/20. The extension reaches the annual financial statements for the fiscal year ended on December 31, 2019 and extends the period from 120 to 140 calendar days after the end of the fiscal year.

- April 30: the impediment for persons who have accessed “Zero Rate Credits”, until their total cancellation, to sell securities with settlement in foreign currency or to transfer them to other depository entities.

This measure is in compliance with the provisions of Communique “A” 6993 of the Argentine Central Bank ( the "BCRA" after its acronym in Spanish) and, by virtue of which, Trading Agents (AN) and Settlement and Clearing Agents (ALyC) must request clients, prior to the performance of the aforementioned transactions and/or transfers, the presentation of an affidavit of the holder who states that he/she is not a beneficiary of such credits.

-May 3: the obligation for AN and ALyC to request their clients to submit an affidavit from the holder prior to the execution of the instruction to sell securities with settlement in foreign currency or to transfer them to depositary entities abroad, in compliance with the provisions of Communique “A” 7001 of the BCRA. Such affidavit must state that: i) it does not have financing in pesos provided for in Communique "A" 6937 and complementary ones pending cancellation (i.e., soft loans at 24% rate), and ii) it has complied with the provisions of point 3. paragraph b) of Communique "A" 7001 of the BCRA.

- May 8: the maintenance of the suspension of eligibility exams for the investment advisers throughout the country while the preventive social isolation and compulsory measures provided for to deal with the COVID-19 pandemic continue. However, these exams may be authorized in certain jurisdictions where a more flexible isolation is adopted.

- May 11: the resumption of the reception of registration, cancellation and modification procedures before the Investment Advisers Registry (Registro Público de Idóneos), after the activity was affected by the establishment of social, preventive and obligatory isolation. To do so, the CNV will receive the applications corresponding to the procedures referred in the following mailbox: idoneidad@cnv.gov.ar.

- May 21: the creation of a special regime of Solidarity Financial Trust Programmes, given the specific purpose for which they are to be set up by means of Resolution 839/20.

- May 21: except for the suspension of the course of the administrative deadlines to the procedures in inspection and investigation initiated, ex officio or by complaint, in exercise of the powers of inspection and investigation provided for in Articles 19 and 20 of Capital Markets Law No. 26,831 by means of  Resolution 840/20.

-May 25: established a minimum holding period of 5 working days – counted from the date of its accreditation in the Central Securities Depositary Agent – as a requirement to carry out securities transactions with settlement in foreign currency, and to make its transfers to depositary entities abroad by means of Resolution 841/20.

It will not be applicable in the event of purchase of securities in foreign currency and their sale in foreign currency against the same jurisdiction of liquidation as the purchase; nor in cases of purchase of securities in foreign jurisdiction and sale in foreign currency against local jurisdiction, with few exceptions.

-June 4: added a virtual front desk to perform procedures related to the Registry of Auditors.

- June 5: extended the deadline for the presentation of interim and annual financial statements for fiscal period ended on April 30, 2020 for all entities subject to the control of the CNV by means of Resolution 842/20. Likewise, this resolution makes compatible the deadline for the presentation of the financial statements of the financial entities authorized to make public offerings of securities that are negotiable and/or registered at the CNV, due to their activities related to the capital market, with the deadlines set by the BCRA.

- June 25: extended the deadline for the presentation of interim and annual financial statements for fiscal period ended on May 31, 2020 and for intermediate financial statements for fiscal period ended on June 30, 2020 for all entities subject to the control of the CNV in the same terms as established by the Resolution 845/20.

- June 25: extended the term of compliance with the obligation imposed by l Resolution 816/19 applicable to all regulated entities in the area of anti-money laundering and financing of terrorism, through General Resolution 846/20. The extension is until 30 September 2020 (including for the submission of forms required by Section 2 of Resolution 816/19 and identified in its Annex I).

- August 18: Extended the deadline for the presentation of interim and annual financial statements for fiscal period ended on May 31, 2020 and for intermediate financial statements for fiscal period ended on June 30, 2020 for all entities subject to the control of the CNV, through the General Resolution 851/2020. The aforementioned resolution established the extension in the same terms as General Resolution 845/20 did.