Conasev Resolution No. 060-2011

Lima, July 22, 2011

VIEWED:

Joint Report No. 445-2011-EF/94.06.3/94.04.1, dated July 14, 2011, issued by the Issuers Directorate and the Legal Advisory Office, with the favorable opinion of the General Management;

CONSIDERING:

That, in accordance with what is provided in Article 2, subsection a), of the Organic Law of the National Commission for the Supervision of Companies and Securities, it is the function of this institution to study, promote, and regulate the securities market and to control natural and legal persons who intervene in it;

That, CONASEV has among its main objectives to promote the Peruvian securities market, among others, by reducing registration periods and transaction costs for the benefit of entities participating in the securities market and the investing public in general;

That, the advance procedure, provided for as a modality of securities registration, allows in advance that in the realization of offerings, the requirements and deadlines are lower, as it makes it possible to advance the corresponding procedure for an offering, leaving this divided into two phases, one in which the common information and documentation regarding the offerings to be made is presented and in the second in which the specific information of each offering is presented;

That, within the framework of the promotion of the securities market, through CONASEV Resolution No. 083-2010-EF/94.01.1, Articles 13 and 14 of the Regulations for Primary Public Offerings and Sale of Securities, approved by CONASEV Resolution No. 141-98-EF/94.10, were modified, allowing automatic registration, through the general procedure and the advance procedure, of short-term instruments that qualify as typical securities and that are issued by issuers who maintain at least one security registered in the Public Registry of the Securities Market for a period of no less than twelve (12) months, who are up to date in their obligations to submit information to CONASEV and always that they make use for such registration of the informative prospectuses and electronic issuance acts prepared by CONASEV to which access is obtained through MVNet;

That, within the implementation of measures that improve the efficiency of companies' access to the securities market, the simplification of procedures is continuing, allowing the approval of the advance procedure for securities that have the condition of typical securities, requested by issuers with at least one security registered in the Registry for a period of no less than twelve (12) months, who are up to date in their obligations to submit information to CONASEV and always that they make use for such registration of the informative prospectuses and electronic issuance acts or contracts prepared by CONASEV to which access will be obtained through MVNet, within a period of seven (7) days, with positive administrative silence, in case corporate bonds are offered;

That, through said procedure, it is sought to reduce the time it takes for companies to structure their public securities offerings and to simplify the procedure for the registration of securities with the consequent reduction of the costs associated with structuring, registration, and issuance of securities. Likewise, greater predictability is expected in the registration procedures for the mentioned instruments in the public securities market, as well as greater efficiency in the allocation of resources by CONASEV;

That, in this sense, it has been deemed convenient to modify Article 14 of the Regulations for Primary Public Offerings and Sale of Securities, approved by CONASEV Resolution No. 141-98-EF/94.10; and,

Being in accordance with what is provided in Article 11, subsection b), of the Organic Law of the National Commission for the Supervision of Companies and Securities as well as what was agreed by the Board of Directors of this Institution, met in its session of July 18, 2011;

IT IS RESOLVED:

Article 1.- Modify Article 14 of the Regulations for Primary Public Offerings and Sale of Securities, which shall be drafted as follows:

“Article 14 Advance Procedure.- When it is intended to carry out one or more primary or sales offerings in a given period of time, the registration of securities and/or the registration of prospectuses can be facilitated through a single advance procedure for all of them and the subsequent presentation of complementary information, in the manner indicated below:

a) Execution of the advance procedure.- For this purpose, a request is presented, attaching the documentation and information related to the issuer, as well as, with the detail that circumstances allow, the corresponding ones for the offerings and the respective securities, as well as the additional ones that are common to the offerings to be made that result pertinent according to Article 12. Among the documentation indicated, a framework prospectus must be presented by virtue of which the offerings must be made, whose content will be prepared based on the terms described above. When applicable, the framework instruments that have been prepared, by virtue of which the issuances or offerings will be made, will be presented.

The deadline that CONASEV has to approve the advance procedure and the subsequent registration of the documentation and information presented is that indicated in Article 20 of the Law. In the case of advance procedures of Qualified Entities through which exclusively typical credit rights securities with a maturity of no more than one year are offered, the deadline is fifteen (15) days counted from the date of presentation of the request in accordance with the procedure established by Article 20 of the Law. The approval is automatic in the case of advance procedures through which Negotiable Deposit Certificates with a term of no more than one year to be issued through a primary public offering by companies of the National Financial System that are authorized to capture deposits from the public and that have the condition of Qualified Entities are exclusively offered.

Likewise, the approval of advance procedures for securities that have the condition of typical securities, requested by issuers with at least one security registered in the Registry for a period of no less than twelve (12) months, who are up to date in their obligations to submit information to CONASEV and always that they make use for such registration of the informative prospectuses and electronic issuance acts or contracts prepared by CONASEV to which access will be obtained through MVNet, will be automatic in case exclusively securities representative of credit rights whose maturity period is no more than one year are offered, and of seven (7) days, with positive administrative silence, in case corporate bonds are offered.

The documentation and information presented, including the framework prospectus, must be updated on every occasion when primary or sales offerings are being made by virtue of such documents, through the procedures established by Article 29. In the case of Qualified Entities, at the option of the party, it may be considered that the framework prospectus remains updated when it incorporates by reference, according to what is established in Article 18, the financial statements, annual reports, quarterly reports, and other documents and information corresponding that are presented subsequently.

The issuances and/or offerings that are made by virtue of the advance procedure can be carried out during the two (2) years following the date of the corresponding approval. This period may be renewed only once and automatically, for which the presentation of an updated framework prospectus that consolidates all modifications made by the issuer up to the date of the renewal request, as well as the update of the remaining documentation and information that results pertinent, will be required. It is the responsibility of the issuer to fully comply with the current regulations on the date of renewal. The new period is counted from the expiration of the previous one and the renewal request must be presented before said expiration; and,

b) Registration of securities and/or registration of prospectuses.- The registration of securities and/or registration of prospectuses corresponding to an advance procedure, within the period indicated in the previous subsection, are subject to the following regime:

1. Typical Securities of Qualified Entities.- At the issuer's option, the registration and/or registration regarding typical securities, which will be determined by the General Management of CONASEV, issued by qualified entities, are understood to be carried out with the approval of the advance procedure. In this case, the documents referred to in letters a. and b. of the following subsection must be sent to the Registry, simultaneously with their delivery to potential investors, as proof of having complied with such requirements for the purposes of carrying out the corresponding offerings. In this case, the placement period referred to in Article 61 of the Law is counted from the date of receipt by the Registry of the mentioned documents; and,

2. Other cases.- In the case of securities other than those indicated in the previous subsection, or in the case where the issuer does not opt for the mechanism referred to in the previous subsection, the registration and/or registration requires:

a. The update of the documentation and information presented for the purposes of the advance procedure request, or the declaration that such documents have been updated or that they maintain their validity and effectiveness; and,

b. To the extent that it has not been previously planned and carried out, present the specific documentation and information for the value and the corresponding offering, as well as the additional linked to them that results pertinent according to Article 12, including a complement to the framework prospectus, so that, together with those presented on the occasion of the advance procedure, what is required in said Article 12 regarding the transaction to be carried out is satisfied. If it has been planned, a declaration to that effect must be presented.

The registration and/or registration period will be five (5) days with negative administrative silence, however, the General Management of CONASEV may establish, in the manual referred to in Article 7, the cases in which the procedure period may be longer; or in which the procedure will be of automatic approval or prior evaluation with positive administrative silence.

Exceptionally, in cases where the pronouncement of the Board of Directors of CONASEV is necessary, or it is necessary to consult entities or organs external to said public body, the period will be ten (10) days with negative administrative silence.

The registration of securities and/or the registration of prospectuses through the modality provided for in this article can be used in any of the cases contemplated by Article 11, to the extent that they have been provided for and the issuer presents the documentation and information related to the value, to itself, and, if applicable, to the offering that is required on each occasion.

The compliance modalities of the procedure contemplated in this article do not prevent the application of the pertinent administrative provisions regarding the subsequent verification of the documentation and information presented, as well as the other provisions that result applicable.”

Article 2.- This resolution will enter into force the day after its publication in the Official Journal “El Peruano”.

Article 3.- Order the dissemination of this resolution in the Official Journal “El Peruano” and in the CONASEV Portal.

Register, communicate, and publish
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Michel Canta Terreros
President