On July 19, 2021, the Financial Market Commission (hereinafter, the “CMF”) published General Rule No. 457 (hereinafter, the “NCG”), which simplifies the issuance of publicly offered securities. The NCG amends General Rule No. 30 (hereinafter “NCG 30”) in order to facilitate the registration of issuers and public offering securities in the Securities Registry of the CMF; and General Rule No. 303 (hereinafter “NCG 303”) of the CMF, simplifying the content of applications for registration of securitization debt securities and their registration in the Securities Registry of the CMF.
1. Main amendments to NCG 30.
i. Regarding the information required from entities registered in the Securities Registry:
(a) The date of publication and disclosure of financial statements by issuers of securities must be disclosed at least 30 days in advance, through their website and through the CMF’s System for Sending Information Online (SEIL).
(b) Open stock corporations must publish the notice of shareholders’ meetings no less than 10 days in advance.
ii. The issuance of publicly offered securities is simplified:
(a) The requirement to send prospectuses prior to their disclosure is eliminated, notwithstanding that their format and content must conform to the minimums established by the CMF.
(b) The requirement to submit to the CMF the facsimiles of the materialized securities and the security certificate of the printing company, the contracts with the securities depository company in case of dematerialized securities, the background information evidencing the quality of the qualified experts and the mnemonic code of the security is eliminated.
(c) The obligation to submit the information required for the registration of public offering securities in duplicate is eliminated.
2. Main amendments to NCG 303.
Several modifications are introduced to the procedures to be followed by securitization companies for the issuance of securitized debt securities and their registration in the Securities Registry, in order to simplify them and homologate them to the bond registration process contained in NCG 30. To this effect, the content of the applications for registration of securitization debt securities is simplified, eliminating certain requirements and obligations.
3. Amendments to the Updated Compilation of Norms (RAN).
To this effect, it states that in order to register in the Securities Registry an issue of bonds other than subordinated and perpetual bonds, the entity must follow the procedure set forth in Section IV of NCG 30.
The provisions contained in the NCG became effective on July 19, 2021.