CMF issues new rule for public offer exemptions

The Chilean Financial Markets Commission (“CMF”) has issued General Rule 452 (the “Rule”) which exempts certain public offers from the requirement to register with the CMF.

Exempt offers include those that can be acquired exclusively by qualified investors as the term is defined in General Rule 216 of the CMF, offers conducted in a Chilean stock exchange with a total value not exceeding UF100.000 (approximately US$4 million) in 12 months and offers that would require the investor to acquire the equivalent of 2% of the issuer’s capital.

Disclosures regarding the nature of the offer and the fact that it is for securities not registered with the CMF must be included in all communications.

Five days prior to conducting the offer, information on the issuer, the person conducting the offer, the amount to be offered and the exemption to which it is adhering, must be filed with the CMF.

In addition to the above exemptions, the Rule modifies General Rule 336 which establishes guidelines for an offer to not be considered public. The main modifications are as follows:

  • Offers addressed up to 50 non-qualified investors are now authorized, provided all other conditions in General Rule 336 are met.
  • The unit value of offers for which there is no limitation in terms of types or number of investors is lowered to UF 3.000 (approximately US$122.000)
  • English is now an accepted language for the information disclosures required in General Rule 336
  • A sworn statement from investors is sufficient to verify their status as qualified investors.

“El presente documento no constituye asesoría legal y el estudio Guerrero Olivos no será responsable por actos u omisiones de terceros basados en la información contenida en él”.

The Chilean Financial Markets Commission (“CMF”) has issued General Rule 452 (the “Rule”) which exempts certain public offers from the requirement to register with the CMF.

Exempt offers include those that can be acquired exclusively by qualified investors as the term is defined in General Rule 216 of the CMF, offers conducted in a Chilean stock exchange with a total value not exceeding UF100.000 (approximately US$4 million) in 12 months and offers that would require the investor to acquire the equivalent of 2% of the issuer’s capital.

Disclosures regarding the nature of the offer and the fact that it is for securities not registered with the CMF must be included in all communications.

Five days prior to conducting the offer, information on the issuer, the person conducting the offer, the amount to be offered and the exemption to which it is adhering, must be filed with the CMF.

In addition to the above exemptions, the Rule modifies General Rule 336 which establishes guidelines for an offer to not be considered public. The main modifications are as follows:

  • Offers addressed up to 50 non-qualified investors are now authorized, provided all other conditions in General Rule 336 are met.
  • The unit value of offers for which there is no limitation in terms of types or number of investors is lowered to UF 3.000 (approximately US$122.000)
  • English is now an accepted language for the information disclosures required in General Rule 336
  • A sworn statement from investors is sufficient to verify their status as qualified investors.

“El presente documento no constituye asesoría legal y el estudio Guerrero Olivos no será responsable por actos u omisiones de terceros basados en la información contenida en él”.

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