Capital and Financial Market Newsletter – July 2022

SMV Drafts

The Superintendence of the Securities Market (“SMV“) authorizes the publication of the Draft that amends the Regulation against Market Abuse – Rules on the Misuse of Privileged Information and Market Manipulation (“Regulation against Market Abuse“).

By Resolution SMV Nº 013-2022-SMV/01, published in the Official Gazette El Peruano on July 30, it is authorized the dissemination, for the reception of comments from the public, of the aforementioned draft which, as stated in such resolution, proposes to amend the Market Abuse Regulation, mainly to:

• Prohibit directors and managers of issuers with securities registered in the Public Registry of the Securities Market, included in the presumptions of possession of privileged information established in paragraph a) of Article 41 of the Securities Market Law, Sole Ordered Text adopted by Supreme Decree Nº 093-2002-EF (“LMV“), to carry out transactions directly or through intermediaries, as well as to enter into portfolio management contracts, discretionary or non-discretionary, on the securities to which such presumptions apply.

• Recognize that it may be demonstrated that insider information is not possessed, destroying the aforementioned presumptions, in the following cases: (a) in the case of directors or general manager of the issuer who choose to carry out the transaction, having obtained authorization to do so from the Board of Directors or the committee appointed by it, without the participation of the director in question, if applicable; and (b) in the case of other managers, when they choose to carry out the transaction, having obtained the aforementioned authorization from the general manager or the committee appointed by the Board of Directors for that purpose.

• Establish the obligation for those who have a portfolio management contract, to inform in writing to their portfolio manager about the securities with respect to which it is presumed that they have privileged information, and to expressly indicate to them not to carry out transactions with such securities.

• Provide that failure to comply with the actions indicated in (ii) and (iii) above constitutes a serious breach by the aforementioned persons.

• Specify that the aforementioned does not affect the duty of diligence of the brokerage firms, contained in literal d) of Article 3 of the Brokerage Agents Regulations (“RAI“) consisting of the obligation to gather information from their client, under the principle of “know your client”, as well as the obligation contained in the last paragraph of Article 49 of the RAI regarding the fact that in the reception, transmission and execution of orders, the brokerage agent must prevent the undue flow of privileged information.