Capital Markets – August 22nd 2017

On August 11, 2017 an amendment to the General Rules applicable to Issuers of Securities and other Participants in the Securities Market (also known as the Circular Única de Emisores or “CUE”) was published in the Federal Official Gazette (the “CUE Amendment”), which entered into effect the day after its publication.
For More Information On Capital Markets – August 22nd 2017

On August 11, 2017 an amendment to the General Rules applicable to Issuers of Securities and other Participants in the Securities Market (also known as the Circular Única de Emisores or “CUE”) was published in the Federal Official Gazette (the “CUE Amendment”), which entered into effect the day after its publication.

The CUE Amendment addresses the following topics which we believe are of general interest:

  1. Gender composition of Board of Directors AND Technical Committees of Issuers. One of the purposes of the CUE Amendment is to implement the recommendation issued by the OECD and the G20, which requires issuers to disclose the composition of their board of directors or technical committee, specifying the gender of their members.For such purposes, the annual reports, prospectus, offering memorandums and, as applicable, prospectus supplements of debt issuers, public companies, public investment promotion corporations (sociedades anónimas promotoras de inversión bursátiles) and issuers of development trust certificates (“CKDs”), real estate trust certificates (“Fibras”), energy and infrastructure trust certificates (“Fibra E”) and investment projects trust certificates (“Cerpis”), must contain the percentage that each gender represents in their board of directors or technical committee, specifying if they are proprietary or alternate members.Furthermore, issuers must disclose in the abovementioned documents if they have adopted policies or programs to avoid gender discrimination in the integration of their governance bodies and among their employees, including a description of such programs or policies, if they were approved by an internal governance body and if there is a person in charge of overseeing their compliance.

  2. Corporate restructuring. The CUE Amendment further provides that the purchase or sale of assets representing at least 20% of the average aggregate assets as of the prior 12 months of Fibras or Fibra E will be considered as corporate restructuring. Prior to the CUE Amendment transactions representing at least 10% of annual assets and sales or 25% of annual sales, were considered corporate restructurings. This amendment reduces the number of transactions by Fibras or Fibra E that require the publication of a restructuring memorandum.

  3. Capital calls. The CUE Amendment reduces the number of days prior in which managers of CKDs and Cerpis must notify investors regarding capital calls, setting a 5-business day minimum period instead of 15 business days.

  4. Restricted Offerings. The CUE Amendment establishes that any issuer that made a public offering of securities in Mexico may request that its securities only be acquired by institutional investors or qualified investors for restricted offerings, provided that at the time of the application, only such investors hold the securities. Prior to the CUE Amendment, only CKDs and Fibras could request such amendment and they had to provide evidence that only institutional or qualified investors for restricted offerings held securities for the year prior to the application. This amendment allows all issuers access to the exceptions applicable to restricted offerings, such as incorporation by reference of information of third parties that have a relevant influence in the securities.

Mexico City, August 24, 2017.