The Colombian Superintendence of Finance (SF) issued rules
last July creating the category of well-known seasoned issuers
or WKSIs (emisores conocidos y recurrentes) for the
first time in Colombia. The Colombian WKSI rules largely
resemble the WKSI rules from other jurisdictions to the extent
they provide a fast track for the registration and public
offering of securities. Such fast track translates into time
and costs efficiencies, giving issuers better opportunities for
taking advantage of market windows and opportunities.
To be considered eligible as a WKSI, local or foreign
issuers must meet the following requirements within the
three-year period prior to filing the application with the SF,
and certify annually that the requirements are being met on an
ongoing basis. They must: (i) be registered with the RNVE
(Registro Nacional de Valores y Emisores); (ii)
complete and publish the survey on Best Practices of
Corporate Governance issued by the SF (Nueva Encuesta
Código País); (iii) have made at least three
registered public offerings of securities in Colombia, for a
minimum aggregate amount of approximately $257,740,000 and one
of such securities must still be registered and outstanding;
(iv) have issued shares, bonds or securities resulting from a
securitisation process; and (v) the issuer, its controlling
shareholder, and their managers and directors must not have
been sanctioned for violations to the rules of the securities'
markets in Colombia or abroad.
Colombian WKSIs will be able to launch a public offering two
business days after filing with the SF a certificate of
compliance with registration and public offering requirements.
The offering memorandum and other offering documents are filed
with the SF only as a reporting requirement, thereby avoiding
the SF's review process that typically takes several weeks.
Sometimes, the SF's review process has resulted in proper
amendments and clarifications to the offering documents,
promoting market transparency and mitigating liability risks.
In some cases, the time required by the SF's review process has
even allowed issuers to react to changing market conditions
adjusting the structure of the offering. Since Colombian WKSIs
will be able to bypass the SF's review process, the diligence
standard required to issuers, managers, directors, financial
and legal advisors will likely be enhanced in the Colombian
Carlos Fradique--Méndez and Hernán Vidal