SMV Regulations
Superintendence of the Securities Market (“SMV”) amends the Regulation of the Alternative Securities Market – MAV. Through Superintendent Resolution Nº 062-2021-SMV/02, published in the Official Gazette El Peruano on June 23, the SMV amended the First Transitory Provision of the Alternative Securities Market Regulation – MAV, adopted by Resolution SMV Nº 025-2012-SMV/01, to extend, in favor of issuers participating in the Alternative Securities Market – MAV, the application of the 0% rate for contributions to the SMV corresponding to the months of July to December 2021.
SMV adopts the amendment of Superintendent Resolution Nº 056-2020-SMV/02, which adopted the Provisions for the exercise of the use of the speech to be carried out through the electronic platform by the administered parties, in the processing of administrative sanctioning procedures and others (“Provisions”). Through Superintendent Resolution Nº 060-2021-SMV/02, published in the Official Gazette El Peruano on June 22, the SMV amended Article 3 of Superintendent Resolution Nº 056-2020-SMV/02, which adopted the aforementioned Provisions, extending the validity of such Provisions until December 31, 2022.
SMV amends Resolution SMV Nº 009-2020-SMV/01, which adopted the “Bases for the non-presential selection process of the asset recovery entity responsible for determining the minimum price to be taken into account in the processes of exclusionary takeover bids (OPC) or takeover bids (OPA)” (“Bases”). Through Superintendent Resolution Nº 058-2021-SMV/02, published in the Official Gazette El Peruano on June 18, the SMV amended Article 7 of Resolution SMV Nº 009-2020-SMV/01, which adopted the above mentioned Bases, to extend their validity until December 31, 2022.
SMV adopts amendment to the Regulations of Mutual Funds for Investment in Securities and their Management Companies, adopted by Resolution CONASEV Nº 068-2010-EF/94.01.1 (“RFM”). Through Resolution SMV Nº 012-2021-SMV/01, published in the Official Gazette El Peruano on June 5, the SMV adopted the amendment of Article 91 of the RFM, to establish two exceptions to the duty of fund management companies to redeem, within five working days, the necessary participation shares when any participant incurs in excess of the direct or indirect ownership limit established by law, as follows:
– Excess of indirect ownership: in this case the maximum redemption period shall be 10 days; and,
– Significant redemptions that may affect the fund’s investment structure: in this case, to cover temporary liquidity needs, the management company and its related entities shall be allowed to subscribe above the limits set forth in the regulations without, where appropriate, authorization from the SMV is required.
For further information, please see our Alert at the following link: aquí.
SMV amends the Internal Regulations for Registration and Delisting of Securities in the Securities Registry of the Lima Stock Exchange, adopted by Resolution SMV Nº 042-2012-SMV/01 (“Internal Regulations”). By Resolution SMV Nº 011-2021-SMV/01, published in the Official Gazette El Peruano on June 4, the SMV amended the Internal Regulation to adapt it to certain amendments recently made to the Market Regulation for Institutional Investors which provide for the possibility that certain securities offered under said regulation may be registered in the Stock Exchange’s Securities Registry for secondary trading among institutional investors. Such securities are: (i) domestic securities that are registered in the Public Registry of the Securities Market; and, (ii) foreign securities relating to offers registered with the U.S. Securities and Exchange Commission – SEC and that are admitted to trading in a centralized trading mechanism under SEC supervision.
For further information, please see our Alert at the following link: aquí.
SBS Standards
Superintendency of Banking, Insurance and Private Pension Fund Administrators SBS”) amended the Regulation for the Effective Equity Requirement for Credit Risk and the Accounting Manual for Companies of the Financial System, adopted by Resolution SBS Nº 14354-2009. By SBS Resolution Nº 1760-2021, published in the Official Gazette El Peruano on June 17, the SBS amended the aforementioned regulation to, among others, change the calculation of the effective equity requirement for credit risk for exposures in certificates of participation in mutual funds and investment funds due to the fact that such funds may present, within their investment portfolios, financial instruments in which the companies of the financial system are not allowed and/or authorized to invest.
In this regard, it is established that the company must choose to perform the calculation of the risk weighting factor for each of these exposures under one or more of the following three approaches: (i) “look-through approach”, in which the exposures must be weighted as if they were directly held by the company, including any exposure arising from operations with derivatives of the fund; (ii) “mandate-based approach”, which the company must use in case it cannot apply the previous approach; and, (iii) a 1000% risk-weighting – “fall-back approach”, which the company must use if it cannot use any of the above approaches and which involves applying a risk-weighting factor of 1000% to exposures in certificates of participation in mutual funds or investment funds that invest in instruments in which the company is not allowed and/or authorized to invest.
SBS amended Title VI of the Compendium of Superintendence Standards Regulating the Private Pension Fund Management System, adopted by Resolution Nº 052-98-EF/SAFP (“Title VI”) and the Regulation for the Investment of Pension Funds Abroad, adopted by SBS Resolution Nº 8-2007 (“IE Regulation”). By SBS Resolution Nº 1657-2021, published in the Official Gazette El Peruano on June 4, several provisions of Title VI were amended, mainly in the following aspects:
– Requirements applicable for investment in Instruments representing rights over equity participation or stock securities traded in local and foreign centralized trading mechanisms.
– Requirements applicable to investment in investment funds.
– Investment limits and sub-limits applicable to alternative instruments.
– The percentage of each type of pension fund that may be invested in instruments that belong to the categories defined in Article 25-A of the Law and do not comply with the eligibility requirements but with those defined in the AFP’s investment policies (except those referring to expenses and commissions) and the requirements for making investments under this modality are established.
– Investment limits in mutual funds, investment funds or instruments representing securitized assets or instruments issued by trusts.
– Guidelines for the AFPs to prepare their investment policies, the policy for negotiation of investment instruments and operations, the policy on environmental, social and corporate governance factors, and the policy on co-investments in foreign alternative assets.
– Guidelines to be complied with by persons participating in the investment process and/or having responsibility in the negotiation process of investment instruments or operations of the pension funds when such negotiation is carried out.
– Aspects that the AFPs must consider when selecting currency trading counterparties and trading intermediaries and the possibility for the AFPs to hire broker companies to perform market formation functions.
– Restrictions for Type 1 Fund investment in alternative instruments, including real estate income investment trusts that trade in a centralized trading mechanism (FIRBIS) and real estate income securitization trusts (FIBRAs). New maximum investment limits that the SBS may authorize in general or by instrument, for investments requiring such authorization, for each type of pension fund.
Possibility for AFPs to make new capital commitments in local and foreign alternative funds.
– New chapter on AFP investment management.
On the other hand, the resolution under comment amended the IE Regulation in matters mainly related to:
– The minimum international risk rating for the State of the authority that supervises and regulates management companies, investment advisors and mutual funds abroad in which the AFP invests.
– The inclusion of Private Debt Funds among the alternative foreign mutual funds in which the AFP may invest.
– The possibility for pension funds to invest in equity or debt instruments of companies not listed on the stock exchange, including those associated with the infrastructure and real estate sectors, carried out jointly, both in the acquisition and sale of the investment, with administration companies or managers of foreign alternative mutual funds of private equity, private debt, real estate and infrastructure.
