Resolution modifying the general provisions applicable to securities issuers and other participants in the securities market — SHCP — MX

DOF: 13/06/2018

RESOLUTION modifying the general provisions applicable to securities issuers and other participants in the securities market

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Banking and Securities Commission.

The National Banking and Securities Commission, based on the provisions of articles 108, fraction II, last paragraph of the Securities Market Law, as well as 4, fractions XXXVI and XXXVIII and 16, fraction I of the National Banking and Securities Commission Law, and

CONSIDERING

That it is necessary to add the exception of making a public acquisition offer before the voluntary process of cancellation of shares in the National Securities Registry, to issuers that simultaneously obtain the listing of the securities representing their share capital in the international quotation system established by stock exchanges, since there would be no harm to the interests of investors, as the negotiability of the securities in Mexico would be maintained, the operations would continue to be considered legally as concluded by stock exchanges, and the information would continue to be available timely for investors, and

That it is necessary to clarify the circumstances in which the respective trust must be constituted when issuers request the cancellation of securities representing their share capital in the National Securities Registry, in order to safeguard the interests of the investing public, has resolved to issue the following:

RESOLUTION MODIFYING THE GENERAL PROVISIONS APPLICABLE TO SECURITIES ISSUERS AND OTHER PARTICIPANTS IN THE SECURITIES MARKET

SOLE.- Articles 15 Bis, first and last paragraphs; 25, fraction IX and 27, fraction VIII are REFORMED; Articles 15 Bis is ADDED with fraction III and two paragraphs, second and third, shifting the following in their order; as well as 27, with a last paragraph; and Article 15 Bis, fraction II, second paragraph of the "General Provisions applicable to securities issuers and other participants in the securities market", published in the Official Gazette of the Federation on March 19, 2003, and modified through Resolutions published in said dissemination medium on October 7, 2003; September 6, 2004; September 22, 2006; September 19, 2008; January 27, July 22 and December 29, 2009; December 10 and 20, 2010; March 16, July 27, August 31 and December 28, 2011; February 16 and October 12, 2012; April 30 and July 15, 2013; January 30, June 17, September 24 and December 26, 2014; January 12 and 30, March 26, May 13, August 27, September 28, October 20 and December 31, 2015; May 6, October 19 and November 15, 2016; August 11, 2017 and April 26, 2018, are REPEALED, to read as follows:

" ARTICLE 15 Bis. - Issuers that request the cancellation of the securities representing their share capital in the Registry, will be exempt from making the public acquisition offer as provided in fraction II of article 108 of the Securities Market Law, provided they fall under any of the following circumstances:

. . .

II.

. . .

Second paragraph - Repealed.

III.

It concerns foreign nationality societies referred to in article 4 of these provisions that intend to obtain the listing of the securities representing their share capital in the international quotation system established by stock exchanges, and

demonstrate to the Commission the following:

Having the prior resolution or agreement of the competent social body, which determines to carry out the cancellation of the inscription in the Registry.

Having accredited before the corresponding stock exchange, the fulfillment of the circumstances referred to in the Securities Market Law for purposes of listing in the international quotation system.

The authorization granted by the Commission to cancel the inscription of the values in the Registry will be conditioned on obtaining the listing of the values of the foreign nationality society in the international quotation system of the stock exchanges. The Commission, in the respective authorization, will order the foreign nationality society to publish in the SEDI an informative notice at least 20 business days prior to the date on which it is intended to obtain the listing in the international quotation system of the corresponding stock exchange, which includes the general characteristics of the values, consequences for the investor of maintaining values listed in said system, as well as the causes for which the listing of the values in the international quotation system could be cancelled, the differences regarding the obligations of the issuer and the availability of its information.

The Commission must indicate in the respective authorization that this will take effect at the end of the auction session on the business day prior to the date set by the stock exchange to start the validity of the listing in the international quotation system.

The trust referred to in article 108, fraction I, subsection c) of the Securities Market Law, must be constituted in the following events: i) in the case of mergers referred to in the previous fraction II, in the event that any investor of the merged public limited company has not received the shares corresponding to them as a consequence of the execution of the merger agreements; at all times, the resources or shares affected must be sufficient to respond to the same exchange ratio established in the merger, and ii) in the case of societies referred to in the previous fraction III, when the society has issued securities representing its share capital that are not deposited in any institution for the deposit of national or foreign securities.

At all times, the affected resources must be sufficient to acquire the shares at the price calculated in terms of article 108, fraction I, subsection b) of the Securities Market Law.

The provisions of fractions I and II of this article will not apply to foreign nationality societies referred to in article 4 of these provisions. "

" ARTICLE 25.- . . .

I. to VIII. . . .

IX.

Report of the issuer to the stock exchange and the investing public through SEDI, of its degree of adherence to the Code of Principles and Best Practices of Corporate Governance.

. . .

Fifth paragraph. - Repealed.

Sixth paragraph. - Repealed.

. . . "

" ARTICLE 27.- . . .

Repealed.

II.

Repealed.

III.

Repealed.

IV.

Repealed.

. . .

VI.

Repealed.

VII.

Repealed.

VIII.

Report of the issuer to the stock exchange and the investing public through SEDI, of its degree of adherence to the Code of Principles and Best Practices of Corporate Governance, in the periodicity that the stock exchange itself determines.

Second paragraph. - Repealed.

. . .

Fifth paragraph. - Repealed.

Sixth paragraph. -Repealed.

. . .

For the purposes of what is provided in article 15 Bis, fraction III of these provisions, stock exchanges will be obliged to inform the Commission the day prior to the start of the validity of the listing in their international quotation system of securities, the foreign nationality societies that have requested the cancellation of the inscription in the Registry. Once the letter of the Commission referred to in article 15 Bis, fraction III mentioned takes effect, stock exchanges will no longer be able to maintain them in the list of values authorized to trade. "

TRANSITIONAL

SOLE.- This Resolution will enter into force the day following its publication in the Official Gazette of the Federation.

Respectfully

Mexico City, June 6, 2018. - The President of the National Banking and Securities Commission, José Bernardo González Rosas.- Rubric.

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