Capital Markets Newsletter – August 2020

CAPITAL MARKETS NEWSLETTER

PROVISIONS OF GENERAL INTEREST

SMV Regulations

The term for preferential treatment is extended regarding SMV contributions for issuers participating in the Alternative Securities Market (“MAV”) and for Collective Funds management companies (“EAFC”). Through Superintendent Resolution No. 081-2020-SMV/02 (published on August 26, 2020), the SMV extended the aforementioned treatment as follows:

• The monthly contributions to the SMV for issuers participating in the MAV, from March to December 2020, shall be 0% of those provided for in Article 3 of the Regulation on Contributions for Supervision Services provided by the Superintendence of the Securities Market, adopted by CONASEV Resolution No. 095-2000-EF/94.10.
• The monthly payments on account for the EAFC, referred to in Article 9 of the aforementioned rule, for the months from March to December 2020, shall be zero Tax Units.

Provisions are adopted for the submission of information referred to in Superintendent Resolutions No. 033-2020-SMV/02 and No. 046-2020-SMV/02, and Article 262-A of the General Law of Companies. Through Superintendent Resolution No. 074-2020-SMV/02 (published on August 18, 2020), the SMV adopted new submission deadlines for the following information:

• All general information, other than that referred to in Articles 2, 3, 4 and 5 of Superintendent Resolution No. 033-2020-SMV/02 and articles 5 and 6 of Superintendent Resolution No. 046-2020- SMV/02, whose submission deadline would have expired between March 16 and August 19, 2020, may be submitted to the SMV until August 31, 2020.
• Public limited companies have until September 30, 2020 to publish the information referred to in Article 262-A of the General Law of Companies, which must have been submitted no later than March 31, 2020.
• The calculation of deadlines to comply with requirements formulated by the SMV prior to the declaration of the State of Emergency and whose expiration has occurred from March 16, 2020 and the aforementioned date is resumed from August 19, 2020,

This Resolution also repeals Articles 6, 8 and 9 of Superintendent Resolution No. 033-2020-SMV/02.

For further information, see our Alert at the following link.

The Regulations for Stock Market Trading Operations (“Regulations”) are amended in terms of the rules on market trainers (“FM“). Through Resolution No. 007-2020-SMV/01 (published on August 7, 2020), the SMV adopted the amendment of the Regulations, mainly in relation to the obligations and non-compliance of the FM, as well as the powers of the Special Committee (“Committee”) of the Lima Stock Exchange (“BVL”), in charge of granting authorizations to act as FM.

Regarding the obligations of FM, the amendment distinguishes between:

(i) FM relating to securities registered in the BVL Securities Register other than those registered at the request of a Promoter Agent or the BVL; and,

(ii) FM relating to securities registered in the BVL Securities Register at the request of a Promoter Agent or the BVL.

The following obligations are established regarding the FM referred to in (i):

(1) enter initial proposals within the established deadline, considering the maximum spread and minimum daily amount approved;

(2) consider the period of time in which the initial proposals must be submitted, or make their replacement;

(3) replace proposals, when the initial proposals are partially or totally satisfied;

(4) consider the minimum daily traded quantity approved; and,

(5) make price and/or quantity amendments.

Only the provisions mentioned in (1) and (2) above are applicable to the FM referred to in (ii).

The amendment also regulates the cases of non-compliance with the obligations indicated and grants a period of time for the adjustment of the contracts that the FM have in force, among other aspects.

For further information, see our Alert at the following link.

The Regulations for Securities Clearing and Settlement Institutions are amended. Through Resolution No. 006-2020-SMV/01 (published on August 6, 2020), the SMV adopted the amendment of the aforementioned regulation to establish the requirements that must be met and documents that the ICLV must submit to the SMV to request:

• the approval of its rates or amendments thereto;
• the amendment of its bylaws; and,
• the approval of its internal regulations or their amendments.

Among these requirements, the amendment requires the prior dissemination of the proposal to amend rates and internal regulations, among its participants, issuers and other users, at least ten (10) days before their submission to the SMV. 

SMV drafts

Dissemination of the resolution adopting the model “Bases for the non-presential selection process of the entity responsible for determining the minimum price in the processes of takeover bids and exclusionary takeover bids” is authorized and amends certain articles of the Regulations on Takeover Bids and Exclusionary Takeover Bids. Through Resolution No. 008-2020-SMV/01 (published on August 24, 2020), the SMV published the draft in mention for the reception of comments from the public.

The draft “Regulation of the MVNet and Virtual SMV System” is authorized for dissemination. Through Superintendent Resolution No. 075-2020-SMV/02 (published on August 21, 2020), the SMV published the draft in mention for public comments.