The following Terms and Conditions of Use apply to use of the "Deutsche Bank AG CEDEAR Website" (the "Website"). more
Certificados de Depósito Argentino
Ministry of Economy
and Public Works
and Services Argentine
Buenos Aires, July 10th, 1997
HAVING SEEN THESE PROCEEDINGS entitled "CERTIFICADOS DE DEPÓSITO ARGENTINOS in re Draft Resolution," pending under Dossier N. 587/97 and the opinions of the Gerencia de Emisoras and Subgerencia de Assoramiento Legal (‘Issuers" Management Department and Legal Office, respectively), and
THAT Section 5 of the Rules of this Commission (as amended 1987 and modified by General Resolution N. 214) established that securities issued by entities not authorized to make public offerings thereof within the Republic of Argentina could be accepted as underlying assets of negotiable depositary receipts.
THAT such form of negotiation has been strongly accepted in other developed markets and is now in process of being implemented in some Latin American countries, such as Brazil and Mexico.
THAT, without prejudice to the existence of the above referenced rule, up to this date no Depositary Receipts Issue Program has been actually created in our markets.
THAT such circumstance would indicate the apparent need to introduce changes to the current regime.
THAT the introduction of new instruments into the local markets seems thus advisable.
THAT the current regulations, embodied in the RULES of the ARGENTINE SECURITIES COMMISSION, New Text 1997, require greater accuracy and flexibility as to create attractive and safe conditions in the development of these negotiations.
THAT the introduction of this regulation was decided in the light of the great development experienced by our market as a means to further attract foreign investors.
THAT in the inception of this new modality the role of the depositary receipts issuers as promoters thereof is deemed of great importance.
THAT a system has been therefore structured that contemplates the implementation of programs without the sponsorship (and, thus, without the cooperation) of issuers of underlying assets.
THAT this has determined the creation of a more flexible regime as concerns reporting requirements in those programs that are not backed by issuers of underlying assets.
THAT, anyhow, the foregoing does not impair the situation of investors willing to invest in those securities as compared to that of investors willing to directly invest in the country of origin of the underlying asset.
THAT these reporting differences should be notified to the investor community.
THAT as a consequence of the foregoing and among other aspects, it is deemed particularly in order to regulate in further detail the conditions and obligations to be satisfied by the issuer of negotiable depositary receipts.
THAT these presents is issued pursuant to the powers vested by Sections 6 and 7 of Law 17.811.
THEREFORE, THE ARGENTINE SECURITIES COMMISSION RESOLVED
The following regulations applicable to the CERTIFICADOS DE DEPÔSITO ARGENTINOS (hereinafter, individually, a "CEDEAR" and, collectively, the "CEDEARs") shall be incorporated to Chapter VI of the RULES of the ARGENTINE SECURITIES COMMISSION, New Text 1997, (the "RULES"), as Sections 87 through 99 thereof.
The entities listed in Section 88 may apply for the approval of Argentine Depositary Receipts Issue Programs evidencing the deposit of securities of other entities which are not authorized for purposes of a public offering within the Republic of Argentina.
The CEDEARs will be authorized for purposes of their public offering subject to the provisos hereof and to the rules applicable to the listing thereof to be therefor established by the stock exchanges within their jurisdiction.
CEDEARs may be issued by:
The issuer of the CEDEARs shall, in all cases, have a networth equal to or higher than THIRTY MILLION PESOS ($30,000,000).
The CEDEARs will evidence the deposit of a single kind and class of securities per program, all of which shall be freely available (except for the restrictions exclusively stemming from the program) and shall grant equal rights to the holders thereof.
The securities whose deposit is represented by CEDEARs shall be issued by an issuer:
At the result of their lawful holder, the CEDEARs may be freely exchanged for the securities represented by the CEDEAR to be so exchanged. Upon delivery of the securities the relevant CEDEARs shall be cancelled and (as applicable) destroyed. Delivery of the securities may be either physically certificated or duly registered according to the nature thereof and/or to the characteristics of the deposit.
Pursuant to subsection (g) of Section 95 hereof, on the Program’s expiration date all CEDEARs then outstanding shall be exchanged and, accordingly, cancelled, the pertinent securities being then delivered.
New CEDEARs may be issued against deposit of the equivalent securities, provided the maximum permitted amount under the Program is not exceeded.
Issuers of CEDEARs shall at all times have, as from the issue thereof, as many unencumbered, unrestricted and freely available securities as CEDEARs of those securities are then outstanding (not having been cancelled by reason of the exchange).
The Commission may authorize, on a case by case basis, the execution of agreements contemplating the provisional and temporary existence of CEDEARs unbacked by deposited securities, provided there are sufficient guaranties therefor. In these cases the Commission shall establish the maximum permitted term for the subsistence of this situation and the maximum percentage that the provisionally unbacked CEDEARs may bear the total issue. To such end, the interested party shall ground the petition for any such exception, accompanying the relevant contract for purposes of its revision by the Commission.
The securities may be deposited with:
In all cases a provision shall be included to the effect that the depositary may not acquire any interest in not use the deposited securities, which shall be immobilized to the same extent of a regular deposit, only for purposes of counterbalancing the CEDEARs.
The depositary of the securities may not be changed without the approval of the absolute majority of the holders of the CEDEARs of the relevant issue, prior notice thereof to the Commission evidencing the approval so obtained. Such approval may be given at a meeting of holders or, else, individually, provided it can be proved beyond any reasonable doubt the approximate simultaneity of the consultation to the holders of the CEDEARs. The meeting shall be governed by the rules established in the relevant CEDEAR issue agreement and, supplementally, by the Rules of Law 15.560 applicable to extraordinary meetings.
The anticipated and general approval of a changed depositary will in no case be permitted. The approval shall be in all cases expressed in respect of a specific proposal and upon identification of the prospective successor depositaries.
The CEDEARs will be freely transferable and may be issued in registered non endorseable or book-entry form. Each CEDEAR will evidence one or more securities of the same class, kind, and issuer. In exceptional cases, the ARGENTINE SECURITIES COMMISSION may authorize the issue of CEDEARs evidencing fractions of securities, provided the relevant agreements reasonably guarantee the exercise of the rights stemming therefrom and the redemption contemplated under Section 89 by the participants in each unit security.
The general provisos governing registered or book-entry securities, as the case may be, as current on each occasion, will apply.
The registered CEDEARs shall contain at least:
Records kept in respect of book-entry CEDEARs shall contain the data indicated in subsections (a), (b), (d), (e), and (g), as applicable.
The CEDEARs will grant their holders the benefit to all rights inherent in the securities represented by the said CEDEARs, without prejudice to the exercise thereof through the issuer of the CEDEARs.
Either programs sponsored or unsponsored by the issuer of securities represented by the CEDEARs may be issued.
Unsponsored programs may either include or not an agreement concerning the program between the issuer of the CEDEARs and the issuer of the securities represented by the CEDEARs, yet the issuer of the CEDEARs shall comply with the reporting requirements of Section 93.
Sponsored programs shall, in addition, comply with the provisos specified in Section 94 of this Chapter.
Whenever the securities represented by the CEDEARs correspond to an initial public offering, only sponsored programs will be accepted.
The issue of a CEDEAR in respect of the same security will not be permitted if there already exists an authorized and outstanding program of the said security by an issuer other than the initially authorized issuer, with such exception as the Commission may grant under a grounded resolution.
As concerns unsponsored programs, the reporting requirements shall be limited to the issuer of the CEDEARs and will exclusively establish:
furthermore, that the issuer of CEDEARs is subject, whenever applicable, to the provisos of Chapter XVII of the RULES, both in respect of facts or acts that effect or are connected with the Issuer of the CEDEARS or of facts or acts that effect or are connected with the issuer of the securities represented by the CEDEARs, of which it might have become aware either in its capacity as shareholder or upon their publication by the regulatory authority of the country of origin of the issuer of the securities represented by the CEDEARs or by the stocks or exchanges where same are traded.
The submission by the issuer of the CEDEARs of the information and/or documentation about the issuer of the securities represented by the CEDEARs, shall qualify as an affidavit to the effect that it is true and accurate information published by or received from the issuer of the securities represented by the CEDEARs and that no other information has been obtained by the Issuer of the CEDEARs in its capacity as shareholder.
Under CEDEARs sponsored issue programs, the issuer of the evidenced securities shall apply vis-à-vis the ARGENTINE SECURITIES COMMISSION for their acceptance into the public offerings regime under CEDEARs programs, therefore following the procedure indicated in Section 96 hereof. Once accepted to join this regime, the issuers of securities represented by CEDEARs shall comply with the periodic reporting requirements of Chapter XVII of the RULES. This information should be filed jointly with a certificate issued by an Argentine chartered accountant with any relevant adjustment resulting upon applying thereto the relevant rules of this Commission, of the stock exchange or market where the CEDEARs are traded and the then current Generally Accepted Accounting Principles of the Republic of Argentina. The information shall, in all cases, be filed and published in the Spanish language.
In addition to the provisions of Section 93 hereof, the issuer of the CEDEARs shall in all cases within THIRTY (30) days as from the close of each calendar quarter inform the ARGENTINE SECURITIES COMMISSION and the stock or exchange where the CEDEARs are being then traded:
Moreover, the issuer shall file with the ARGENTINE SECURITIES COMMISSION and with the stock exchange or market where the CEDEARs are traded:
The issuer of the CEDEARs will be likewise required to inform without delay upon becoming aware of its occurrence, any fact or likely to affect the issuer, the depositary of the represented securities (if other than the issuer) or the represented securities, as well as any other change to the compensation structure thereof or to that of the depositary.
If and to the extent the issuer and depositary are the same person, any changes to the compensation structure of the issuer or to that of the depositary shall only be effective THIRTY (30) days after being reported.
The request for approval of the CEDEARs’ program and the admission thereof into the public offering regime shall be filed by the proposed issuer of the CEDEARs or by it and the issuer of the securities represented under the program.
Sponsored programs shall be filed by both said issuers.
The application shall be accompanied by the following documents and data:
Unsponsored programs shall accompany, in addition to the information and documentation indicated in subsections (a) through (g) hereof, any other information and/or documentation to be filed, submitted, produced or otherwise disclosed to the investor community within the framework of the CEDEARs’ placement procedures.
For all purposes of Section 6 of Law 24,083, the CEDEARs shall be deemed securities issued within the country.
The filing of the program shall import the submission of the applicants to the proviso of Law 17,811 and to the regulatory rules thereof, as amended by this Section.
The stocks and exchanges where the CEDEARs are traded shall provide for the appropriate mechanisms that will ensure full disclosure of each program’s terms and of the underwriting agreement governing the relationship between the issuer of the CEDEARs and the holders thereof. Likewise, same shall also provide for the appropriate mechanisms tat will permit the investor community to be informed, within the shortest possible term, of the quotations and traded volumes of the securities evidenced by the CEDEARs in the relevant exchanges where same are marketed and, as applicable, publish same in the bulletins or newspapers habitually used to report such market information.
Subsection (d) of Section 60 of Chapter VI of the RULES of this Commission, New Text 1997, is repealed.
This Resolution shall become effective on September 1, 1997.
Be it informed, published, delivered to the NATIONAL BUREAU OF OFFICIAL RECORDS and filed thereat.
The following Terms and Conditions of Use apply to use of the "Deutsche Bank AG CEDEAR Website" (the "Website"). more
This glossary of terms is provided as an attachment for additional assistance in understanding the CEDEAR structure and dynamics. more
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