Certificados de Depósito Argentino (CEDEAR)

The CEDEAR (Certificados de Depósito Argentino) is a security traded in Argentina that represents investment in foreign shares. With the CEDEAR, the Argentine investor need not worry about reaching foreign markets and their exchanges directly, as the CEDEAR is quoted on the local Buenos Aires Stock Exchange. CEDEAR programs established by Deutsche Bank are made possible through the services of Deutsche Bank's securities custody and corporate trust and agency facilities in New York and Buenos Aires.

 

A CEDEAR is a negotiable depositary receipt that represents securities issued by a non-Argentine entity. CEDEARs are issued by an Argentine institution ("CEDEAR Issuer") authorized by the Argentine regulators to issue and list CEDEARs in Argentina.

CEDEARs evidence and are issued against the deposit of a single kind and class of securities ("Represented Shares") per program in a depository institution ("Depositary"), that holds in custody the underlying Represented Shares ("Custodian"). Similarly, CEDEARs are cancelled in the Argentine market against the release of the Represented Shares in response to market trading.

CEDEARs entitle their holders to similar rights as have holders of the Represented Shares. CEDEARs are freely transferable and may be issued in registered non-endorseable or book-entry form. Additionally, they may be freely exchanged for the Represented Shares at any time.

CEDEARs are characterized for certain purposes as Argentine securities and are regulated as such under Argentine laws.

CEDEARs are currently listed on and traded on the Buenos Aires Stock Exchange and cleared through Caja de Valores ("CDV"). As discussed below, CEDEARs are issued at a set ratio to the Represented Shares.

CEDEARs may not be issued to or held by persons who are considered "United States persons" for purposes of U.S. tax law. For a definition of "United States persons" please see the Glossary of Terms at the end of this Guide and consult U.S. legal counsel if you have any questions. Nothing in this Guide is to constitute legal or tax advice.

The CEDEAR was enabled by the General Resolution N. 291, promulgated in August, 1997, by the Comisión Nacional de Valores ("CNV"). Resolution 291 was approved by the Argentine regulators with the objective of:

  • stimulating and revitalizing the local market
  • encouraging investment portfolio diversification
  • facilitating, for the local investor community, direct access to foreign securities, and
  • attracting foreign institutions to the Argentine capital market



Resolution 291 authorizes CEDEAR programs with the "sponsorship" of the issuers of the Represented Shares "Sponsored Programs" or without such sponsorships "Unsponsored Programs".

CEDEAR programs that are established by or at the behest of the issuer of Represented Shares are called "sponsored" and such issuer assumes the duties related thereto, including such matters as reporting to CNV, CDV and the financial community in general. In Sponsored CEDEAR programs, the issuer of Represented Shares appoints a CEDEAR Issuer in Argentina, which in turn engages a Depositary in the home market of the issuer of Represented Shares to hold such Represented Shares in custody. The issuer of Represented Shares and the CEDEAR Issuer enter into a CEDEAR Issue Agreement.

Unsponsored CEDEAR programs do not include an agreement with the issuer of Represented Shares, and such issuer takes on no active responsibility for the CEDEARs. The CEDEAR Issuer is the de facto "sponsor" in an Unsponsored CEDEAR program, and therefore assumes all reporting responsibility.

In both the Sponsored and the Unsponsored CEDEAR programs, the CEDEAR Issuer must be an authorized custodian, a commercial, or an investment bank or a financial institution licensed by the Central Bank of Argentina.

Unsponsored CEDEAR programs may be "converted" to Sponsored form when the issuer of the Represented Shares assumes responsibility for the program, enters into a CEDEAR Issue Agreement with the Issuer of CEDEARs, and obtains proper approval of CNV.


Terms and Conditions

The following Terms and Conditions of Use apply to use of the "Deutsche Bank AG CEDEAR Website" (the "Website"). more

FAQ
The following questions and answers were developed based on the most common inquiries received at Deutsche Bank as CEDEAR Issuer and Custodian. The answers should increase the understanding of the CEDEAR as a new Argentine security. more

Glossary

This glossary of terms is provided as an attachment for additional assistance in understanding the CEDEAR structure and dynamics. more

Contacts

Deutsche Bank CEDEAR/CEVA professionals will be pleased to discuss with investors and their brokers the material contained herein and to answer any questions that may arise related to CEDEARs/CEVAs, their features, uses and requirements. more

AGENTE Nº 600 INSCRIPTO ANTE MERCADO ABIERTO ELECTRÓNICO S.A.
ENTIDAD AUTOREGULADA POR LA CNV RESOLUCIÓN Nº 9934 /83

 

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Last Update: July 20, 2010
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