Capital Markets Newsletter - July 2026
Themes
SMV REGULATIONS
The Superintendence of the Securities Market (“SMV”) Amends the Regulation on Tender Offers and Public Purchase Offers for Delisting, Approved by CONASEV Resolution No. 009-2006-EF/94.10 (the “Tender Offer and Public Purchase Offer Regulation”)
Through SMV Resolution No. 008-2026-SMV/01, published in the Official Gazette El Peruano on July 6, 2026, the SMV amended the Tender Offer and Public Purchase Offer Regulation. The principal amendments include the following:
1. Regulation of Tender Offers (“OPA”)
- A person required to launch a Tender Offer (“OPA”) must notify the target company, the stock exchange, and the SMV of such obligation, indicating the price or exchange ratio paid.
- The procedure for launching a Tender Offer has been replaced with a new prior registration procedure for the prospectus and other Tender Offer documentation, subject to positive administrative silence.
- In the case of a subsequent Tender Offer, the party required to launch the offer is now responsible for appointing the independent entity that will determine the minimum offer price. Previously, this appointment was made by the SMV.
- The Tender Offer prospectus must now include more detailed information regarding the relationship between the offeror and the target company. In addition, the offeror may request that certain confidential information be excluded from the prospectus, subject to the applicable requirements.
- The report issued by the board of directors of the target company must now include, among other matters, its opinion on the fairness of the consideration offered, identify the documents supporting such opinion, and disclose the views of any director who objects to the price or other terms of the Tender Offer. The Regulation also modifies the disclosure requirements relating to potential relationships with the party required to launch the Tender Offer and any conflicts of interest.
- The period for submitting competing offers has been reduced from ten to three stock exchange trading days following the commencement of the Tender Offer period.
2. Regulation of Public Purchase Offers for Delisting (“OPC”)
- A new prior registration procedure has been established for the Public Purchase Offer for Delisting (“OPC”) notice and supporting documentation before the launch of the offer, subject to positive administrative silence.
- Where the price of the OPC must be determined by an independent valuation firm, the party required to launch the offer must request that the SMV appoint the valuation firm, while simultaneously proposing the entity to be appointed. The SMV will have three business days from the submission of the request to make the appointment, verifying only that the regulatory requirements have been satisfied.
The party required to launch the OPC must initiate the registration procedure within six months from the date on which the obligation to make the offer arose, or within five stock exchange trading days after receiving the corresponding valuation report.
3. Valuation Procedure and Independent Valuation Firm
- In the case of a prior Tender Offer, where the offer price is determined by the offeror, the offeror must disclose to the market, in a detailed and substantiated manner, the criteria used to determine the offer price.
- The independent valuation firm must identify which valuation criteria set out in the Tender Offer and Public Purchase Offer Regulation are not applicable, prepare a comparative table showing the prices or exchange ratios resulting from the various valuation methods applied, and expressly conclude, based on its professional judgment, the minimum price or exchange ratio that should be offered. Where the recommended price or exchange ratio is not the highest resulting from the applicable methodologies, the valuation firm must explain the technical, financial, and methodological reasons supporting its conclusion.
- The Regulation also strengthens and clarifies the restrictions applicable to entities acting as independent valuation firms.
For further details regarding the amendments introduced by the Regulation, please refer to our legal alert.
SMV DRAFT REGULATIONS
SMV Publishes Draft Amendments to the Regulation on Securities Clearing and Settlement Institutions Referred to in Title VIII of the Securities Market Law, Approved by CONASEV Resolution No. 031-99-EF/94.10
Through SMV Resolution No. 009-2026-SMV/01, published in the Official Gazette El Peruano on July 6, 2026, the SMV authorized the publication of the above-mentioned draft regulation for public consultation and comments.
SBS REGULATIONS
The Superintendence of Banking, Insurance and Private Pension Fund Administrators (“SBS”) Amends the Regulation on Infractions and Sanctions of the Superintendence of Banking, Insurance and Private Pension Fund Administrators, Approved by SBS Resolution No. 2755-2018 (the “Sanctions Regulation”)
Through SBS Resolution No. 01923-2026, published in the Official Gazette El Peruano on July 24, 2026, the SBS amended the Sanctions Regulation by revising existing infringements and incorporating new sanctionable conduct. Among the various amendments across different regulatory areas, the following are particularly noteworthy:
- As a serious infringement under the common infringements regime (Annex 1 of the Sanctions Regulation): using risk management models that have not been approved in accordance with the requirements and conditions established under the applicable regulations.
- As serious infringements under the specific regime applicable to the Financial System and Complementary and Related Service Providers (Annex 2 of the Sanctions Regulation):
- Failing to obtain the SBS's prior authorization for the transfer or acquisition of loan portfolios involving related or unrelated parties, as required under the applicable regulations.
- Failing to notify the SBS of transfers or acquisitions of loan portfolios within the time limits established by the applicable regulations, or submitting incomplete information regarding such transactions.
- As very serious infringements under the specific regime applicable to the Insurance System (Annex 3 of the Sanctions Regulation):
- Acting as a trustee without obtaining the SBS's prior authorization.
- Entering into transactions involving financial derivative products and/or hybrid financial instruments without the SBS's prior authorization.
The Superintendence of Banking, Insurance and Private Pension Fund Administrators (“SBS”) Amends the Regulation Governing Electronic Money Issuers, Approved by SBS Resolution No. 6284-2013 (the “Electronic Money Issuers Regulation” or “EMI Regulation”)
Through SBS Resolution No. 01881-2026, published in the Official Gazette El Peruano on July 24, 2026, the SBS amended the Electronic Money Issuers Regulation (EMI Regulation), introducing, among others, the following principal changes:
- For purposes of carrying out collection, payment, and fund transfer transactions, as well as issuing drafts payable through their own offices and/or correspondent banks, Electronic Money Issuers (“EMIs”) must settle fund transfers and transactions with their correspondents using their own resources. These resources must be separate from those allocated to the guarantee backing the value of the electronic money issued, as provided in Section 6.1 of Article 6 of Law No. 29985, the Law Regulating the Basic Characteristics of Electronic Money as an Instrument of Financial Inclusion.
- The information submitted by EMIs to the SBS must also include the Responsibility Agreement for Information Submitted through the SUCAVE Application, in accordance with the applicable regulations. In addition, the amendments require EMIs to provide more detailed information regarding customer complaints and international fund transfers.
The Superintendence of Banking, Insurance and Private Pension Fund Administrators (“SBS”) Amends the Regulation on the Classification of Financial System and Insurance Companies, Approved by SBS Resolution No. 18400-2010 (the “Credit Rating Regulation”)
Through SBS Resolution No. 01786-2026, published in the Official Gazette El Peruano on July 14, 2026, the SBS amended the Credit Rating Regulation, primarily replacing the obligation of financial system entities and insurance companies to publish their final credit ratings in a newspaper of nationwide circulation with the obligation to publish them digitally on their official websites. Such publication must remain available for a period of four years.
SBS Approves the Regulation Governing the Provision of Services under the Banking as a Service (BaaS) Model (the “BaaS Regulation”)
Through SBS Resolution No. 01747-2026, published in the Official Gazette El Peruano on July 3, 2026, the SBS approved the BaaS Regulation. The principal aspects addressed by the Regulation include the following:
- The following entities may act as BaaS providers: banks, finance companies, municipal savings and credit banks (cajas municipales), rural savings and credit banks (cajas rurales), credit companies, savings and credit cooperatives authorized to receive funds from the public, and electronic money issuers.
- The financial services that may be offered under the BaaS model include: (i) demand deposit, savings, time deposit, and compensation for time of service (CTS) accounts; (ii) electronic money accounts; (iii) lending services; (iv) the issuance and administration of credit and debit cards; (v) the distribution of bancassurance products and services; and (vi) any other services that may be authorized by the SBS.
- BaaS providers may only offer services that fall within the scope of the authorizations granted by the SBS. They remain responsible for ensuring that the financial services offered through BaaS recipients comply with all applicable regulations and must at all times maintain the direct contractual relationship with end customers.
- BaaS providers must adopt board-approved policies and procedures for the comprehensive management of risks throughout the entire lifecycle of their relationship with BaaS recipients.
- BaaS providers remain responsible to both their customers and the SBS for the financial services provided, regardless of the contractual arrangements entered into with the BaaS recipient.
For further details regarding the BaaS Regulation, please refer to our legal alert.
The Superintendence of Banking, Insurance and Private Pension Fund Administrators (“SBS”) Amends the Market Conduct Management Regulation for the Financial System, Approved by SBS Resolution No. 3274-2017 (the “Market Conduct Regulation”), and the Regulation on Fees and Charges Applicable to the Financial System, Approved by SBS Resolution No. 3748-2021 (the “Fees and Charges Regulation”)
Through SBS Resolution No. 01741-2026, published in the Official Gazette El Peruano on July 2, 2026, the SBS amended the Market Conduct Regulation. The principal amendments include the following:
- The amendments strengthen the requirements applicable to the design and distribution of financial products and services by introducing the obligation to consider the target market for which they are intended. They also require that customer service channels be accessible, user-friendly, and, where appropriate, provide the option of human interaction or personalized assistance. In addition, the Regulation clarifies that market conduct policies must be embedded in the institution's corporate culture and governance framework.
- The Resolution also introduces new transparency requirements applicable to customer service and contracting channels. In particular, financial institutions must disclose information on interest rates, fees, charges, and the characteristics of products and services through the channels made available to customers, including websites, mobile applications, and ATMs, ensuring that such information is adapted to the characteristics of each channel or device. With respect to contracting, the amendments establish specific requirements regarding the disclosure of contracting steps, applicable requirements, available channels, and necessary devices, while also requiring accessible information, separate customer consents, traceability, and appropriate information security and cybersecurity measures for digital channels.
- Regarding payment transactions, the Regulation provides that institutions must make available, for prepayments and early installment payments, at least the same proprietary channels used for the payment of loan installments or credit card obligations, without imposing additional procedures or requirements on customers. Furthermore, whenever a payment is made, the institution receiving the payment must disclose in advance, through the channel used, the nature and amount of any applicable fee.
- The amendments also introduce additional obligations concerning the cancellation and regularization of debts. In the case of vehicle or mortgage security interests that do not secure any other obligations, institutions must provide a unilateral release document to facilitate its notarization and registration with the Public Registry. In addition, where a customer brings a past-due debt current, institutions must issue or make available, upon request and at no cost, a certificate of debt regularization within a maximum of seven business days.
- Finally, the Resolution establishes new rules governing communications to customers regarding events or incidents affecting them, including those impacting account balances or credit lines, as well as significant business continuity and cybersecurity incidents.
- Separately, the amendments clarify that charges imposed by the lending institution for the payment of credit obligations made through its own customer service channels do not qualify as fees or charges for purposes of the Fees and Charges Regulation.
Separately, the SBS also amended the Fees and Charges Regulation by revising the description of the services associated with various fees, as well as the names of certain fee categories set out in that Regulation.
SBS DRAFT REGULATIONS
SBS Publishes Draft Regulation on the Distribution of Third-Party Financial Products and Services
Through a public notice dated July 22, 2026, the SBS authorized the publication of the above-mentioned draft regulation for public consultation and comments.