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Ser Emisor bvc, una decisión estratégica

For over eighty years, the Colombian securities market has been a great source of resources for the companies that have seen the importance of having financing alternatives.

Companies that have not yet publicly issued securities, will find among other advantages, that the capital market is an incentive to modernize their business management and become more competitive in order to face the inherent challenges of their industry.

Through the market, businesspeople can make public offerings of stock or other securities to acquire the capital resources they need to carry out their projects. The resources obtained from the market are usually intended for expansion, debt substitution, infrastructure and working capital. This financing cost is usually lower, compared to other traditional sources, considering that in public offerings resources are obtained from a non-bank and non intermediated market.

In addition, companies listed on the stock exchange get increased visibility among their stakeholders, which enables them to build and strengthen their corporate reputation, based on a proper communication regarding the company's current situation and future projects.

Under this perspective, it should be taken into consideration that issuers with stock and other securities listed on the securities market have to meet some basic requirements set forth in the current regulations, which imply the periodic publication of relevant information, as well as the adoption of best practices in corporate governance and investor relations.

 

 

How to list on the BVC?
In order to list stock or other securities in the BVC, companies carry out a process that starts with requesting approval from their internal bodies such as the general shareholders assembly or board of directors.

Once they have done so, they have to take the steps to enroll with the Colombian Financial Superintendence (SFC) and the BVC:

Registering on the SFC: The future issuer must go through the enrollment process in the National Securities and Issuer Register (RNVE) managed by the SFC. At the same time, in order to make a public offering, it has to submit the respective request for authorization to the same entity.

Listing on the BVC: In addition, the future issuer has to carry out the process to list its securities in the BVC, which is the entity responsible for authorizing the trading thereof in the transactional system under its administration.

It’s important to concentrate much of the effort in the development of the information prospectus, document of vital importance that embodies aspects of the company and of the issuance for knowledge of the investor. In the prospectus the issuer informs the characteristics of the securities, conditions of the issuance and relevant information about the company.

 

To be an stock issuer

To make a public offering of stock generates a positive effect on the potential growth of the company, not only by the resources to be obtained from the new shareholders to financing various projects, but the balance in the financial structure of the company that generates from such capitalization.

Also, when having stock listed on the securities exchange, the company allows its investors access to a dynamic and regulated market to negotiate their own shares. Additionally, greater liquidity in the stock market can lead to a better appreciation for shares against the one that can be achieved in private transactions

It is important to point out that shares listed in the BVC can automatically negotiate through the Integrated Latin American Market (MILA), which gives its issuers access to a broader market in which converge investors of the stock markets of Chile and Peru.


Requirements for listing stock on the BVC

According to the Reglamento General BVC, in order to list stock, issuers must certify compliance with certain requirements summarized below: Los cuales se resumen a continuación:

1. At least ten percent (10%) of the issuer's total outstanding shares are not controlled by a single beneficial owner
2. The issuer has at least one hundred (100) shareholders
3. The issuer has a shareholders' equity of at least seven billion pesos ($7,000,000,000)
4. The issuer or its controlling company have carried out its main corporate purpose during the three years prior to the listing request
5. The issuer has generated operating income for any one of the three periods prior to the year in which listing is requested
6. The issuer has a website offering the information established by the BVC through its Circular Única for the general public
7. The issuer agrees to submit an annual report on corporate governance containing the information required by the BVC through its Circular Única

If the issuer has not met the fourth or fifth requirement above at the time of the listing request, it may submit to the BVC a business plan or a program aimed at generating operating income, respectively.


Types of stock

The following types of stock can be issued on the Colombian securities market:

Common Stock: they grant holders certain participation rights in the issuing society, including that of collecting dividends and voting at the assembly.

Preferred stock without the right to vote: entitle the holder to priority in the payment of dividends or, in the event of dissolution of the company, capital reimbursement. This stock has economic prerogatives that can be cumulative, depending on the by-laws. It does not entitle holders to vote at shareholders assemblies, unless otherwise indicated or in special events, such as the failure to declare preferred dividends.

Privileged stock: entitle holders to the following privileges, in addition to the rights set forth for common stock: (i) preferred right to reimbursement in the event of liquidation, up to the par value; (ii) the right to use a share of the profit, ascertainable or not, in the first term; the accumulation thereof may not be extended for more than 5 years; (iii) any other purely economic prerogative.

 

To be a fixed income issuer

Access to the market through a public offering of fixed income securities such as bonds, commercial papers and securities issued as a result of a process of securitization, represents an excellent alternative to meet the financing goals of a company, by undertaking financial obligations directly with investors.

Bonds: Bonds are debt securities with a minimum maturity of one year. Like other fixed income securities, the yield for the investor is defined as an interest rate that is established based in market conditions at the moment the company undertakes the financial obligations. More information on rules applicable to the public offering and issuance of bonds may be found in Article 6.4.1.1.1 et seq of the Decree 2555 of 2010.

Commercial Papers: Commercial papers are notes offered publicly in the capital markets, and may be mass or serially issued. The commercial papers’ maturity should be greater than fifteen days and less than one year counted from the date of subscription. The company issuing commercial papers in the Colombian market, has the possibility of undertaking a single issue or a rolling one, the latter mode may have or not, an extension. More information on rules applicable to the public offering and issuance of commercial paper may be found in Article 6.6.1.1.1 et seq of the Decree 2555 of 2010.

Securitizations: Through a securitization process, a company may obtain funds via issue of fixed income securities representing future cash flows of an asset or asset group. In such processes, an originator, owner of the assets, signs the contract with a trustee agent. Usually, the maturity of the securities is linked to the properties of the securitized assets. More information on rules applicable to the offering or securities issued during securitization processes may be found in Article 6.9.1.1.1 et seq of the Decree 2555 of 2010.

 

Advisers and other participating agents

Parallel to the registration on the SFC and BVC, the company must conduct a contract with the Colombian Central Securities Depository (Deceval) for its services of dematerialized deposit, custody or securities administration.

Apart from the SFC, BVC and Deceval, other agents participate in these processes who with their knowledge and experience advise companies that are willing to access the public securities market. These are the structuring agent, legal advisors, underwriters and others.

 

Investment bank or structuring agent: Companies with experience and recognition in the capital markets that can provide advice in the creation of the prospectus and other documents required, perform the structuring of the issue, and provide support to the issuer in the necessary procedures.

Legal adviser: Issuers usually contact a law firm with experience in capital markets, in order to get advice on compliance with legislation or regulations regarding the listing or the authorization of a public offering.

Underwriters: Within a public offering a brokerage firm, financial corporation or the issuer directly can act as underwriters. These entities may be responsible for carrying the promotion and commercialization of the securities. For this purpose a contract is placed in one of the following schemes (i) best effort contract, where the firm provides the commercialization for the issue with obligations of means and not of results (ii) stand-by contract, where the underwriter is bound to acquire the remainder securities not absorbed by the market (iii) firm commitment contract, where the underwriter acquires the issue in whole or in part, assuming the obligation to offer publicly the securities, maintaining the conditions determined by the issuer.

Trust company: Trust companies can act like (i) agents responsible for administering the special purpose entity or the trust that holds securitized assets (ii) bondholders’ legal representatives, when such representation is required to manage the relationship between the issuer and the investors.

Securities rating agency: For the issuance of bonds, commercial papers, securities issued as a result of a process of securitization, the role of the securities rating agencies is the completion of a risk study for the purpose of providing an opinion regarding the credit quality of an issuer or an issue. These firms maintain rating scales depending on the certainty level that exists on the repayment of the obligations acquired by an issuer within a given issue.

Alejandro Reyes Borda
KAM Sr Emisores
(571) 3139800 Ext. 1131
alejandro.reyes@bvc.com.co

  Juan Camilo Granados
KAM Sr Emisores
(571) 3139800 Ext. 1268
jgranados@bvc.com.co
     
Catalina Franco
Ejecutiva Comercial de Emisores
(571) 3139800 Ext. 1179
cfranco@bvc.com.co
  Carmen Salcedo
Ejecutiva Comercial de Emisores
(571) 3139800 Ext. 6116
carmen.salcedo@bvc.com.co
     

Headquarters in Bogotá: Carrera 7 No. 71-21 Torre B Piso 12. Edificio BVC. PBX (57 1) 313 9800.
Single Customer Service Line: (57 1) 313 9000
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