The CNV announced an important change for stock investors and invited them to participate in the development of standards: what it is about

The National Securities Commission (CNV) invited investors to participate in the “Participatory Development of Standards” to express their opinions and/or proposals regarding the adoption of regulations to update the rules related to the Takeover bid (OPA). But at the same time, it established an important change in relation to the liquidation price and the indexes that should be used.

The announcement was made official through the General Resolution 1007/2024 published this Thursday in the Official Gazette, where Drs. María Laura Porto and María Alejandra Padrón were appointed to lead the procedure.

OPA Rules Update: How to Register

1. The following form must be completed (below, on page 2) and within 15 business days the opinions and/or proposals must be submitted, which must be made through the Website www.argentina.gob.ar/cnv.

The CNV determined a benefit for investors in shares

The organization headed by Roberto E. Silva and Patricia Boedo, also arranged a change in the fair price which aims to ensure that minority shareholders receive fair compensation reflecting the real value of its shares in the context of a process of acquiring a controlling stake or withdrawing from the public offering regime.

This equal treatment, in the context of a takeover bid, does not necessarily imply the same nominal price, but rather that minority shareholders receive an equitable price that reflect the equivalent value at the time of its actual payment, as well as that which refers to expectations of growth and improvement in the value of the shares due to future changes in the company.

For this purpose it is planned to establish that the Fair price must be expressed, settled and paid in the same currency agreed upon or used in the takeover of control, unless there is duly proven impossibility.

This modification is supported by the need to safeguarding the interests of minority shareholders of the exchange rate fluctuations that may occur from the calculation date until its effective settlement or payment, complying with the principle emanating from Law No. 26,831 on equal treatment between shareholders, both in the economic and financial conditions as well as in any other condition of the acquisition for all shares, securities or rights of the same category or class, enshrined in article 86, section a) of the aforementioned law.

The exchange rate volatility may affect the determination of the value in pesos of a price set in foreign currency, so an adjustment based on an updated exchange rate ensures that the value received is consistent with the value originally agreed upon, at the time of calculating the fair price, in real terms.

Which index will be used to protect investors from dollar volatility?

The index that will be taken into account isl BYMA DOLLAR Index which is published in BOLSAS Y MERCADOS ARGENTINOS SOCIEDAD ANÓNIMA (BYMA), which represents an objective and methodological guideline for calculating the implicit exchange rate in the purchase and sale operations of negotiable securities in Argentine pesos and US dollars to be settled locally, being published daily at closing of the CCL trading session.

In this sense, the CNV considers that when the fair price is set in foreign currency and it is impossible to make the payment or settlement in that same currency, said payment and settlement be made in its equivalent in pesos, using theThe BYMA Dollar Index published by BYMA on its website or the selling exchange rate, of the agreed currency bill, of the BANCO DE LA NACIÓN ARGENTINA, whichever is higher, corresponding to the closing of the operations of the business day immediately preceding the settlement date.

That, likewise, in those cases where the Fair price was established in pesosin order to ensure its value at the time of its settlement and payment, it is established that said price must be increased using the coefficient that results from dividing the Badlar Rate established by the CENTRAL BANK OF THE ARGENTINE REPUBLIC, in force at the time of payment or settlement, by the Badlar rate in force on the date of takeover.