On June 18, 2025, the National Securities Commission (in spanish Comisión Nacional de Valores, “CNV”) issued General Resolution No. 1072 (the “Resolution”), approving the Regime for Public Offerings with Automatic Authorization of Shares for Low and Medium Impact Cases (the “Regime”).
Common Provisions for Both Low and Medium Impact Offerings
A share offering will be considered a public offering with automatic authorization due to its low or medium impact, depending on its amount, and will have automatic public offering authorization, when the following conditions are met:
– The offering is carried out and effectively placed by an issuer, which may include an unlimited number of registered agents acting as placement and distribution agents.
– Only Qualified Investors may participate as buyers in the primary placement and in secondary trading, with no limitation on the number of such investor. The issuer’s shareholders, who held such status before the offering, may participate as buyers exclusively in the primary placement; and, as sellers, in both the primary placement and secondary trading, without limitations as long as the counterparty is a Qualified Investor.
– The issuer’s share capital and the shares to be issued and listed on a stock exchange must consist of common shares, each carrying one vote.
– The decision to enter into the Public Offering Regime with Automatic Authorization and the issuance by subscription and resulting increase in share capital must be resolved by an Extraordinary Shareholders’ Meeting of the Issuer whose shares are to be offered under this regime. All shareholders of the issuer must have waived their preemptive rights to the subscription of shares to be publicly offered. The waiver must be made for both the initial offering and subsequent offerings.
– The issuer’s bylaws may not restrict the transferability of the shares to be publicly offered under this Regime. No preferred voting shares may be issued after the company has been authorized to make a public offering of its shares, except in the case of share issuance through capitalization of the capital adjustment account.
– Issuers subject to privatization, companies with state participation or from the Sustainability Guarantee Fund, financial or banking entities, CNV-authorized markets, or issuers providing public services or any other activity may not benefit from this Regime.
Calculation Period for Maximum Amounts. Aggregation
To calculate the maximum nominal amount set in both regimes, all share issuances by subscription made by the same issuer under this Regime during the 12 months preceding the last share issuance date under this regime will be considered part of the same offer. This also includes issuances of shares through capitalization of debts or irrevocable contributions. Share issuances as dividends in shares, capitalization of capital adjustments, or other free share issuances are not included.
Secondary Trading
– The total share capital or any of its classes must be listed on a market authorized by the CNV.
– The initial subscription to be issued through public offering must be made on the respective authorized market. This market must regulate a specific panel designated for trading shares under this Regime.
– Markets may not impose additional requirements for listing or trading, nor stricter requirements for delisting or deregistration, beyond what is set by the CNV.
– Shareholders may freely transfer shares, without restrictions and at any time in secondary trading, but only to Qualified Investors.
Investor Warning
Issuers and their placement/distribution agents must disclose:
– If the issuer is previously admitted to the public offering regime;
– That the offering has automatic public offering authorization due to its low or medium impact, clarifying that the issuance is not subject to the CNV’s general and periodic information regime, and that the CNV has neither verified nor issued any opinion on the issuance or the data contained in the documents distributed.
Issuers under the Medium Impact Regime must certify under affidavit that their members or ultimate beneficiaries do not have criminal convictions related to money laundering, terrorism financing or appear on terrorist and terrorist organization lists issued by the United Nations Security Council. For this purpose, the creation of the Public Registry of Persons and Entities linked to Acts of Terrorism and their Financing (“RePET“) must be considered.
Irregular Public Offering
If the public offering does not meet the requirements established in the Regime, it will be considered irregular, unless it is proven that it falls under a safe harbor according to the private offering regime.
If any other requirement of these regimes is violated, the offeror will be subject to disciplinary sanctions under the Capital Markets Law.
Provisions specific to the public offering with automatic authorization due to low impact:
Limit Amount:
– The nominal value of shares to be issued in the initial subscription plus, if applicable, the issuance premium must not exceed 1,000,000 Acquisition Value Units (“UVA”, after its spanish acronym), or its equivalent, as of the close of the day before the share subscription date.
– If payment is made in foreign currency, the calculation must be based on the Reference Exchange Rate Communication “A” 3500 of the Central Bank of the Argentine Republic (“BCRA”, after its spanish acronym).
– Once the above amount, calculated on the date of each issuance, reaches 5,000,000 UVA, regardless of the period, no more issuances may be made under this Regime.
Regime Transition
Issuers that meet the established requirements and are not in arrears with the annual supervision and control fee payment may request the transition to the General Share Offering Regime, without this implying withdrawal from the Public Offering Regime or the obligation to carry out a Tender Offer for Withdrawal.
The decision to transition must be adopted by an Extraordinary Shareholders’ Meeting of the company, with the quorum and majorities required for such meetings, and comply with the remaining requirements of the General Regime.
Likewise, issuers under the low impact regime may opt to transfer to the CNV Small and Medium-sized Enterprises (SME) Regime, without this implying withdrawal from the public offering regime or the obligation to carry out a tender offer for withdrawal, provided they meet the requirements established for entry into the requested Regime.
Information Regime. Corporate Oversight
The issuer under this regime is exempt from the obligations applicable to issuers or from the periodic information regime, with the following exceptions:
– Although considered within the public offering regime, no procedure is required for entry.
It is not obligated to prepare, submit, or publish prospectuses or similar documents for CNV approval, if they exist.
– It is not subject to additional information regimes beyond those established in this Regime.
– Issuers holding an Micro, Small and Medium-sized Enterprises (“MIPYME”, after its spanish acronym). Certificate may operate without an Audit Committee and oversight body. Those without the certificate, or who no longer qualify as MIPYME, must have an Audit Committee and Supervisory Committee.
– Issuers admitted under other public offering regimes must continue complying with obligations applicable to those regimes and are not subject to this information regime.
– Must submit annual financial statements, applying current technical resolutions that make up the Argentine Professional Accounting Standards (“NCPA”, after its spanish acronym) and their interpretations, issued by the Argentine Federation of Professional Councils of Economic Sciences.
– The public dissemination period under this regime may be reduced to one business day.
Notification
The issuer under this regime must:
– Notify, through the Remote Procedures Platform (“TAD”, after its spanish acronym), the details and relevant information about the issuance;
– Comply with information requirements to be submitted;
– Notify the market in which the shares will be listed of the details and relevant information about the issuance;
– Notify through TAD the offers with automatic public offering authorization for low impact within five days before the start of the public offering subscription period, as applicable, for CNV’s information and awareness.
Provisions applicable to the public offering with automatic authorization due to medium impact:
Maximum Amount
– The nominal value of shares to be issued in the initial subscription plus, if applicable, the issuance premium must not exceed 7,000,000 UVA, or its equivalent, as of the close of the day before the share subscription date.
– If payment is made in foreign currency, the calculation must be based on the Reference Exchange Rate Communication “A” 3500 of the BCRA.
– Once this amount calculated on the date of each issuance reaches 21,000,000 UVA, no more issuances may be made under the regime.
– Issuers under the medium impact public offering regime that meet the requirements established in the regulations and are not in arrears with the annual supervision and control fee payment, if applicable, may request a transition to the General Share Offering Regime, without this implying withdrawal from the public offering regime or the obligation to carry out a tender offer for withdrawal.
– The decision to transition must be adopted by an Extraordinary Shareholders’ Meeting of the company, with the quorum and majorities required for such meetings and comply with the other requirements of the General Regime.
– Likewise, issuers under the medium impact public offering regime may opt to transfer to the CNV SME Regime, without this implying withdrawal from the public offering regime or the obligation to carry out a tender offer for withdrawal, provided they meet the requirements for entry into the requested regime.
Automatic Authorization
Public offerings with automatic authorization of shares due to medium impact that meet this Regime’s requirements:
– Will have automatic public offering authorization;
– Will be considered authorized and regular public offerings, exempt from disciplinary sanctions related to irregular public offerings of securities;
– Must comply with the applicable differentiated information regime;
– The securities will be considered placed by public offering, provided they are effectively placed through verifiable efforts.
Prospectus
The issuer must prepare an offering prospectus. This prospectus will not be subject to approval or review by the CNV but must be published before the start of the dissemination period through the Autopista de Información Financiera , (“AIF”- its a digital platform managed by the CNV, whose main objective is to facilitate public and transparent access to financial, legal, and corporate information on issuers of negotiable securities that are subject to the public offering regime.) and in the information systems of the authorized markets where the shares are listed and/or traded.
Information Regime. Corporate Oversight
Issuers entering this Regime will benefit from a simplified information regime. Among other aspects, they will be exempt from certain CNV provisions:
Relevant Events
Relevant events to be reported will be limited exclusively to the following cases:
– Initiation of negotiations to formalize an out-of-court preventive agreement with all or some of its creditors; request for the opening of preventive proceedings; rejection, withdrawal, approval, compliance, and annulment of the agreement; grouping bankruptcy requests, approval of out-of-court preventive agreements, bankruptcy request by the entity or third parties, bankruptcy declaration or its rejection stating the reasons or conversion to preventive proceedings; method of conclusion: payment, settlement, closure, requests for extension of bankruptcy and derived responsibilities;
– Events of any nature and unforeseen occurrences that hinder or may seriously hinder the development of its activities.
The Resolution came into effect on June 25, 2025.
