The CNV asks the Alycs for greater control of foreign investors and creates a new information regime

The National Securities Commission (CNV) incorporated through General Resolution No. 1033, modifications to the information regime for residents and non-residents. The new regulations refer to the information regime applicable to Settlement and Clearing Agents (ALyCs) and Negotiation Agents (AN) regarding the investments of clients with CDI “Identification Key” or CIE “Foreign Investors Key”, and who are holders and/or co-holders of client sub-accounts.

The new RG requires that clients review, update and keep information up to date constantly, and the due diligence of the Agents, prior to processing orders and/or registering operations within the scope of the Markets authorized by this CNV.

Likewise, it is established that as of January 2, 2025, the Central Depository Agent for Negotiable Securities (ADCVN) must proceed to block all client subaccounts regarding which inconsistencies, errors and/or missing items have been detected in the identification data providedincluding the CUIT/CUIL, CDI or CIE, only allowing the accreditation of debts in the unaffected client subaccounts.

On the other hand, the information regime for non-resident clients applicable to Collective Investment Product Administration Agents (AAPIC) and Comprehensive Placement and Distribution Agents (ACDI) was also adapted, in accordance with the provisions in force in the Permanent Information Regime. for said regulated subjects.

Finally, the twenty-five (25) issuing companies with the highest capitalization at the end of each month calendar whose shareholder records are not in charge of a Central Depository Agent for Negotiable Securities (ADCVN) or a Registration and Payment Agent (ARYP), must send to this Commission the list of resident and non-resident shareholders, indicating country of residence , and details of their shareholdings, in accordance with its own register of shareholders.

The CNV also asks to provide more information on changes in shareholdings

In General Regulation 1035/2024, clarifies the reporting obligation of shareholdings. In this sense, it establishes that human or legal persons who, directly, through other human or legal persons, or any group of people acting in concert, who by any means and with a specific intention:

a) acquire or dispose of shares and/or debt securities convertible into shares of an issuer, or acquire purchase or sale options on them;

b) alter the configuration or integration of their direct or indirect participation in the capital of an issuer;

c) convert negotiable obligations into shares;

d) exercise the purchase or sale options of the negotiable securities referred to in section a), or;

e) change their intention regarding their shareholding in the station, at the time of verifying any of the assumptions indicated in the previous sections.

In all cases, provided that the acquisitions involved and/or the events referred to above reach a percentage of FIVE PERCENT (5%) or more of the votes that may be cast for the purposes of the formation of the corporate will in the shareholders’ assemblies. shareholders, within TEN (10) business days of the acquisition, disposal, alteration of the configuration or integration of their participation, conversion into shares, and/or exercise of options or of the change of ownership. intention, they must inform the Commission of that circumstance.

Similar information must be provided, within the aforementioned period, each time there are changes in the reported ownership that involve shares that reach multiples of FIVE PERCENT (5%), until the moment in which, upon reaching the status of controlling shareholder , is subject to the regime provided for them.

The respective information must be sent by entering http://www.argentina.gob.ar/cnv/quienes-somos/marco-regulatorio/formulariosddjjtenenci asaccionarias

This information must contain the following data:

1) Data of the human or legal persons that directly or indirectly make up the aforementioned shareholding.

2) Percentage of shareholding resulting from the operation and total votes to which the shareholding entitles.

3) Price of the transaction expressed in its total amount and in its value per share acquired or sold, and all other significant details in order to know the value involved in the transaction.

4) Date of acquisition or disposal, conversion or exercise and amount, class and rights conferred by the acquired, transferred, convertible or converted negotiable securities and the options, as applicable.

5) Date of alteration of the configuration or integration of your direct or indirect participation.

6) Intention – as appropriate, original or new – of the human or legal persons that directly or indirectly make up the aforementioned shareholding, with respect to it (for example: acquiring a larger shareholding, achieving control of the social will of the station, partially or totally alienate the possession and/or any other purpose).

The human or legal persons that directly or indirectly make up the aforementioned shareholding must also: send the information required by this article to the Markets in which the negotiable securities are listed.

The legal entities that directly or indirectly make up the aforementioned shareholding must also submit the relevant documentation required in the Chapters “Primary Public Offer” and “Foreign Issuers.” Certificates of Deposit and Securities (CEDEARS and CEVA). “Certificates of Custody” of these Standards.