Given the potential adverse effects that the health crisis caused by the Coronavirus pandemic (Covid-19) will have, for issuers of registered securities at the Securities Stock Market (SMV) who may be directly and indirectly affected in their ability to face the obligations derived from the issuance of securities that they keep registered at the Superintendence, and with a view to promoting the protection of investors, the Superintendence adopted special and temporary measures to regisster the modification of certain terms and conditions of said securities , through Agreement 3-2020 of March 20, 2020.
Scope of application and validity:
The new Agreement 3-2020 establishes more agile and flexible rules, in comparison with those of Agreement 4-2003, for the modification of the following terms and conditions contained in the informative prospectuses of public object securities registered in the Superintendence:
Agreement 3-2020 has a transitory validity, until September 30, 2020.
Exemption from Filing of the application:
Issuers will not be subject to submition of the application, as established in Article 2 of Agreement No. 4-2003.
Communication of Fact of Importance:
The disclosure of the fact of importance initiates the process of modification of terms and conditions, which may be done electronically, through the SERI. It must also be disclosed on the same date to the stock exchange and to the central of securities, by electronic means. The publication of this communication in a newspaper with national circulation is eliminated.
The suspension of negotiation of the registered securities at the Supertintendence will operate automatically, once the communication of the fact of importance is disclosed, for three (3) business days, counted from the business day following the date of its disclosure.
Notification regarding the modification of terms and conditions and attached documentation:
Agreement 3-2020 provides that once the consent of the percentage of the registered holders required for the approval of the modification of the terms and conditions of the securities has been obtained, the issuer must make a notification that may be done by electronic means, along with a series of documents that are detailed in said Agreement. Within the list of documents some contemplated in Agreement 4-2003 have been eliminated, such as Form R-MOP, Certificate of Public Registry, among others.
Registration and validity of the modification:
Once the issuer has made the notification regarding the approval of the modification of the terms and conditions by the registered holders, together with the documentation established by the new Agreement 3-2020, the Superintendence must issue a resolution registering the modification within a maximum term of three (3) business days, which will be notified by email and will take effect immediately on the date and time it is sent.
Any modification that is not subject to the approval of a specific percentage of registered holders, as provided in the prospectus, may be approved by 75% of the registered holders of said securities.
The new Agreement 3-2020 streamlines and relaxes the procedure for registering modifications to terms and conditions of registered securities at the Superintendence, and it is expected that it will contribute to ensuring that issuers can make use of these rules to register the required modifications in order to extend payment terms of capital and interests, as well as the terms to correct possible breaches, with the approval of investors (registered holders).