Private Offering of Negotiable Securities — Concepts (CNV General Resolution 1016)

CNV General Resolution 1016 defines a framework for private offerings, which are considered outside the public offering regime provided that certain conditions are met.

The regulation distinguishes:

• Private offerings proper, addressed to limited groups of investors.

• Employee offerings, restricted to eligible individuals.

• Extraterritorial offerings, when carried out under specific jurisdictional criteria.
  
  

For private offerings proper:

• The offering may be carried out by the issuer or authorized persons.

• Negotiable securities that are not authorized for public offering may be offered.

• Limits on recipients are established (such as 35 qualified investors and 15 non-qualified investors in certain situations).

• Dissemination must be carried out through controlled channels, such as private meetings or directed communications.

• Informational documentation must include financial statements and other relevant data when applicable.

• Investors must receive specific warnings regarding transfer restrictions and the absence of CNV supervision.
  
  

This framework seeks to provide clarity on when an offering may be considered private and not subject to public offering obligations.