CAPITAL MARKETS NEWSLETTER
PROVISIONS OF GENERAL INTEREST
SMV Regulations
The Regulations on Takeover Bids and Exclusionary Takeover Bids (“OPA and OPC Regulations”), the Regulation of Stock Trading Operations of the Lima Stock Exchange (“Regulation of Stock Trading Operations“) and the Rules Applicable to Ex-Pit Transactions of Securities Listed on the Stock Exchange (“Over the Counter Transaction Rules“) are amended. By Superintendent Resolution No. 007-2021-SMV/01 (published on January 28, 2021), the Superintendence of the Stock Market (“SMV“) amended the aforementioned rules, as follows:
- OPA and OPC Regulations (adopted by CONASEV Resolution No. 009-2006-EF/94.10), is amended as follows:
- The prohibition to acquire, outside the takeover bid (“OPA“), the securities subject to the takeover bid shall apply from the moment the obligation to make a takeover bid arises;
- Such prohibition is now applicable not only to the initial and competing bidders, but also to: (a) the person required to make the takeover bid, (b) persons related to the aforementioned, and, (c) persons acting in concert with the aforementioned;
- The aforementioned prohibition shall also apply in the case of Exclusionary Takeover Bids (“OPC“); and,
- Failure to comply with these prohibitions qualifies as a “serious” infringement.
- Regulation of Stock Trading Operations (adopted by CONASEV Resolution No. 021-99-EF/94.10) is amended as follows:
- It is prohibited to disseminate, by means other than those implemented for stock exchange trading, any type of information or notice regarding the proposals made in said trading mechanism, principals or stockbrokers who have such proposals, even if such proposals derive from or are the result of corporate or other agreements;
- The above prohibition does not prevent the issuer from complying with its obligation to disclose material facts, which shall be done with due regard for the neutrality required by the regulations on material facts;
- In the event of non-compliance with the aforementioned prohibition, the wheel director shall annul the respective proposal;
- Such non-compliance is qualified as a “very serious” infringement; and,
- Such prohibition does not apply to takeover bids, OPC or public offers for sale or exchange of securities.
- Proposals for the purchase or sale of up to 1% of the total number of outstanding shares of an issuer are exempted from the above prohibition, except for those shareholders or their associates who hold more than 10% of the outstanding shares. The derogation may be used once a year.
- Over the Counter Transaction Rules (adopted by CONASEV Resolution No. 027-95-EF/94.10.0) are amended in order to set out the requirements applicable to requests made by the interested parties before the SMV for the authorization of ownership changes in cases other than those expressly provided for in such rules, on the basis of why it is justified to dispense with the participation of a stockbroker as generally required by the Law on Securities Market in the case of over the counter transactions.
