On January 16th, 2025, through the General Resolution No. 1051/2025 (the “Resolution”), the National Securities Commission (“CNV”) incorporated a new automatic public offering regime for trusts to simplify the process of issuing trust securities, for low and medium impact cases. Thus, under such Resolution, the CNV authorizes the issuer of trust securities to publicly offer securities without the need to undergo the documentation review process of the general public offering regime. The scheme proposed by the Resolution formalizes the guidelines submitted to public consultation through CNV General Resolution No. 1031/2024.
This regulation is applicable in cases of offering trust securities that fall within the category of “low impact” and “medium impact”, conferring to issuers the benefits listed below, related to the total or partial exemption from certain obligations of the general regime:
i. The Low Impact Public Offering will be that which does not exceed the amount of 1,000,000 (one million) UVAs (Acquisition Value Units – “Unidades de Valor Adquisitivo”) or its equivalent in pesos or foreign currency. It will not require the filing of the corresponding prospectus and/or other documents with the CNV, nor the prior authorization of the CNV. The issuer that adheres to this regime must notify the CNV prior to the beginning of the dissemination period;
ii. The Medium Impact Public Offering will be that which does not exceed the amount of 7,000,000 (seven million) UVAs (Acquisition Value Units – “Unidades de Valor Adquisitivo”) or its equivalent in pesos or foreign currency. The issuer adhering to this regime must: (a) prepare a prospectus with specific information on the issue and file it with the CNV; (b) periodically submit the annual financial statements of the issuing company; and (c) submit quarterly control and review reports, among other relevant documentation.
In both cases, the issuer must: (i) publish the trust agreement, as provided in the Argentine Civil and Commercial Code (“CCCN”); (ii) address the primary placement of the trust securities and secondary trading exclusively to qualified investors; (iii) place and list the trust securities in a market authorized by the CNV; (iv) comply with the transparency regime; and (v) pay the corresponding fees within 5 business days after the closing of the placement period.
In order to preserve the integrity of the market. the CNV retains its supervisory powers in the review, audit and imposition of disciplinary sanctions in the event of any subsequent non-compliance.
