In the midst of the COVID-19 outbreak, the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores; “CNBV”) issued on April 8, 2020 temporary measures to facilitate compliance by Issuers(1) of their periodic information disclosure obligations (the “Temporary Measures”). The Temporary Measures were issued by the CNBV in line with measures adopted by regulators in other jurisdictions aimed at, inter alia, extending the terms for listed companies to deliver and disclose information to regulators and the market and to reduce the inherent legal risk associated with the adoption by the Issuers’ boards and committees of resolutions via remote link. 

Although the Temporary Measures have been received favorably by many Issuers, considering the uncertainty of the effects of the COVID-19 pandemic and the measures that Issuers may adopt or consider adopting in respect of their businesses to face the pandemic, it is important for the market to have information, as soon as possible, in respect of the Issuers’ results in the first quarters of 2020, their liquidity and the measures being considered to address the impact of the pandemic to their businesses. 

Pursuant to the Temporary Measures, Issuers may, in respect of their reporting obligations set forth in the general rules applicable to issuers and other securities market participants (the “Issuers’ Rules”) and in the general rules applicable to entities and issuers supervised by the CNBV hiring external audit services for basic financial services (the “Audit Rules”), temporarily follow the provisions described below. 

Annual Information(2)
  
Extension until July 8, 2020 to submit to the CNBV and to the relevant stock exchange (the “Stock Exchange”): 
  • the annual audited financial statements and related external audit opinion of the Issuer and its associated entities (contributing more than 10% of the Issuer’s consolidated earnings or assets, excluding investments companies in the case of financial institutions); 
  • the chief executive officer and board of directors’ reports and opinion to the Issuer’s annual general ordinary shareholders’ meeting; 
  • the certification by the secretary of the Issuer’s board of directors as to the status of the Issuer’s corporate books and records; and 
  • the documents referred to in Articles 84 and 84 Bis of the Issuers’ Rules (relating to independence and quality control), signed by the external auditor. 

With respect to Issuers of development trust certificates or project investment trust certificates that use at least 70% of available funds to invest in unlisted collective investment mechanisms (“Collective Investment CKDs and CERPIs”), the deadline to submit the foregoing has been further pushed back to September 1, 2020. 

Annual Report (3)

Extension until July 3, 2020 to submit to the CNBV and to the Stock Exchange the 2019 annual report (instead of April 30, 2020). 

With respect to Collective Investment CKDs and CERPIs, the deadline to submit the 2019 annual report has been further pushed back to September 1, 2020. 

Quarterly Information(4) 

Extension until July 3, 2020 to submit to the CNBV and to the Stock Exchange quarterly information otherwise required to be submitted by April 30, 2020. Considering that the deadline applicable to Collective Investment CKDs and CERPIs to submit quarterly information in respect of Q4 2019 is April 30, 2020, despite the fact that the Temporary Measures are silent on the matter, the deadline to submit such information can also be deemed extended through July 3, 2020 by analogical reasoning. 

It is important to note that, as of this date, the deadline to report Q2 2020 by July 28, 2020 has not been extended. 

Continue reading...


Notes

(1) The Temporary Measures define Issuers as “the issuers having securities registered with the Mexican Securities Registry, subject to the Supervision of the Mexican Banking and Securities Commission”, which includes not only stock companies, but also companies issuing bonds (certificados bursátiles) and other debt instruments and issuer trusts. 
(2) Ref.: Articles 33, fraction I, paragraph a) and 7, fractions VI, paragraph a), sub-paragraph 6 and IX, paragraph a), sub-paragraph 8 of the Issuers’ Rules.
(3) Ref.: Articles 33, fraction I, paragraph b) and 37, fraction I, paragraph b) of the Issuers’ Rules. 
(4) Ref.: Article 33, fraction II of the Issuers’ Rules.