New Interpretative Criteria for Information in Prospectuses 

On February 12, 2025, the Argentine Securities Commission (CNV) approved Interpretative Criteria 94, clarifying and interpretating information issuers must include in prospectuses and prospectus supplements.

Some of the clarifications include::

•    Relevant information: Prospectuses and/or prospectus supplements must include all the necessary, truthful, sufficient, and updated information as of the publication date, reflecting the updated economic, financial, and accounting data. The aim is to allow the evaluation of the issuer's payment capacity both in the short and long terms and to incorporate any other specific regulation of the activity that may apply. Likewise, the CNV may require at any time including any other information it considers necessary, either by amending the submitted documents or by supplementary publications through the Financial Information Reporting System (AIF).

•    Risk factors: the risk factors up to the date of publication of the prospectus and/or the prospectus supplement must be identified accurately and adjusted to the issuer's specific situation, including those the issuer knows and their impact on the company and investors, economic and financial factors, operating and refinancing factors, liabilities arisen and outstanding, total indebtedness after the last financial statements, the impact of interest rates and exchange rates, among others.

•    Additional information: the issuer must inform, immediately and through AIF, whether there are relevant changes concerning the risk factors between the publication of the prospectus and/or prospectus supplement and the effective date of issue (or before the maturity of the class or series issued). At the same time, the supplement must be updated (if applicable) and the links or sites where that complementary information may be viewed must be included in it.

•    Incorporation by reference: documents may be incorporated to the prospectus and/or prospectus supplement by reference, including documents published in AIF, for which the corresponding ID number must be stated.

•    Capitalization and indebtedness: the indebtedness structure of the issuers at the time of publication of the prospectus and/or prospectus supplement must be detailed. Its evolution since the last annual or intermediate financial statements published in AIF must be included, detailing the composition of indebtedness, including: 
(i)    the breakdown of total liabilities according to the type of debt,
(ii)    the maturity date of obligations by time frame, 
(iii)    the percentage change in total indebtedness since the last published financial statements, expressed in relation to total liabilities, total assets, net worth, and the result of the last annual and intermediate financial statements.

•    Destination of the funds: it must be specified whether the funds will be used to refinance or exchange liabilities and the percentage of such funds. If the funds are to be used for working capital, the specific items must be detailed, and their subsequent crediting may not exceed the term of the first annual financial statements due after the funds are received, or a maximum of one calendar year.

•    Significant changes: the issuer must assume responsibility for the statements made in the prospectuses and/or the prospectus supplements, and for the completeness of the disclosure of the risks involved and the issuer's situation. Issuers must also make it clear that they are based on the information available and the management's reasonable estimates.

This Interpretative Criteria applies to all the public offering regimes under which prospectuses and/or prospectus supplements are required.