On May 13, 2022, by means of General Resolution 930/2022 (the“Resolution”),the Argentine Securities Commission (the “CNVCNV”) approved the Special Regime of Dual Listing for Foreign Companies (the “Special Regime“), which provides for the relaxation of the requirements for access to the capital market for foreign issuers that are listed in other markets and seek to diversify their investment portfolios in the Argentine Republic, with trading in local currency (“Foreign Issuers”).
In this sense, the measures adopted seek to promote the listing in the country of those Foreign Issuers that are authorized to make public offerings of shares by regulatory agencies already recognized by the CNV, and that also have listing and/or trading of those securities in authorized markets abroad.
In order to qualify for the Special Regime, Foreign Issuers must comply mainly with the following requirements:
- Constitution of domicile under the terms of article 118 of the General Corporations Law, constitution of electronic domicile, accreditation that the shares are traded and/or listed in one or more foreign markets, and comply during the term of the Special Regime with the conditions that allow those securities to be publicly offered in their respective market -domestic and foreign offerings-.
- During the term of public authorization, the entities may not be legally restricted or prohibited in the country of incorporation, nor may they be considered as high risk or non-cooperative jurisdictions by the Financial Action Task Force.
- Submit directly to the market concerned the application for authorization to enter the Special Regime, which must be listed in a market authorized by the CNV.
- The application for admission must have the pre-qualified opinion issued by the market, which must be authorized by the CNV, where the shares are to be listed in the Argentine Republic. Once the pre-qualification has been made, it must be submitted by the corresponding market to the CNV.
- The markets must have an information system for trading securities in other markets in real time.
The local markets, where the listing of the shares of the Foreign Issuers contemplated within the Special Regime is carried out, are responsible for adopting all the necessary measures and diligences to verify compliance with the conditions that the Foreign Issuer must meet under the Special Regime.
In the event that the Foreign Issuers decide to carry out a primary placement of shares in the country, they must require prior authorization for public offering and listing, submitting the corresponding application to the local market where the shares are to be listed.
In this sense, the Special Regime favors the access of foreign issuers to the Argentine capital market and offers local investors new investment alternatives which allow them to diversify their investment portfolios, thus achieving a greater global exposure with trading in local currency.
This report cannot be considered as legal or any other type of advice from Allende & Brea.
In order to qualify for the Special Regime, Foreign Issuers must comply mainly with the following requirements:
- Constitution of domicile under the terms of article 118 of the General Corporations Law, constitution of electronic domicile, accreditation that the shares are traded and/or listed in one or more foreign markets, and comply during the term of the Special Regime with the conditions that allow those securities to be publicly offered in their respective market -domestic and foreign offerings-.
- During the term of public authorization, the entities may not be legally restricted or prohibited in the country of incorporation, nor may they be considered as high risk or non-cooperative jurisdictions by the Financial Action Task Force.
- Submit directly to the market concerned the application for authorization to enter the Special Regime, which must be listed in a market authorized by the CNV.
- The application for admission must have the pre-qualified opinion issued by the market, which must be authorized by the CNV, where the shares are to be listed in the Argentine Republic. Once the pre-qualification has been made, it must be submitted by the corresponding market to the CNV.
- The markets must have an information system for trading securities in other markets in real time.
The local markets, where the listing of the shares of the Foreign Issuers contemplated within the Special Regime is carried out, are responsible for adopting all the necessary measures and diligences to verify compliance with the conditions that the Foreign Issuer must meet under the Special Regime.
In the event that the Foreign Issuers decide to carry out a primary placement of shares in the country, they must require prior authorization for public offering and listing, submitting the corresponding application to the local market where the shares are to be listed.
In this sense, the Special Regime favors the access of foreign issuers to the Argentine capital market and offers local investors new investment alternatives which allow them to diversify their investment portfolios, thus achieving a greater global exposure with trading in local currency.
