Capital Markets Covid-19
Morgan & Morgan advised First Quantum Minerals Ltd. in connection with a Senior Notes Offering for an amount of up to US$1.5 Billion
Panama, October 26, 2020. Morgan & Morgan acted as Panamanian counsel to First Quantum Minerals, Ltd. in its offering (under Rule 144A of the U.S. Securities Regulation) of US$1,500,000,000 in aggregate principal amount of 6.875% senior notes due 2027.
Partners Inocencio Galindo and Aristides Anguizola participated in this transaction.
COVID-19: Measures taken by the SMV, BVP and Latinclear regarding service to the public and presentation and process of filings
Panama, May 4, 2020
Superintendence of the Securities Market
The Superintendence of the Securities Market (the “SMV”) has established the following measures for working hours and presentation and process of filings before such entity as part of the governmental effort to avoid the spread of COVID-19:
- Maintain the special working hours of the SMV from 8:00 a.m. to 12:00 p.m. until there is a new announcement by the SMV.
- Temporarily suspend service to the public on-site and enable the e-mail address firstname.lastname@example.org for users to send information and documentation required for filings and proceedings before the SMV (complaints, petitions, consultations, written notice and other documents) that are usually required to be filed on-site in hard copies at the SMV’s offices.
- The Information Department (Departamento de Gestión de Información) receives the documentation and confirms receipt via email to the user who sent it.
- If the proceeding that the user intends to present requires payment to the SMV, the user shall receive an invoice with the amount to be paid after review of the respective request.
- The petitioner must pay via wire transfer to the bank account described in the invoice issued by the SMV. Reference must be made to the invoice number provided.
- Once payment is made, the wire confirmation must be sent to the following email address: email@example.com.
- The Treasury Department (Departamento de Tesoreria) provides receipts of such payments once they have been effectively received. Such receipts are sent to the respective user, as well as to the Information Department (Departamento de Gestión de Información). so that they can proceed with the petition in reference to which the payment was made.
- Once the Emergency State is over and the SMV returns to its normal functioning, hard copies of the documentation presented via digital means shall be presented to the SMV.
- Likewise, the SMV has activated the use of Microsoft Teams to receive consultations of regulated entities and to perform activities concerning the issuance of licenses and registries.
Panama Stock Exchange and Central Latinoamericana de Valores, S.A.
The Panama Stock Exchange (the “BVP”) and Central Latinoamericana de Valores, S.A. (“LatinClear”), have established the following measures:
- Attorneys and structuring agents shall continue sending the information related to securities offerings to the following email addresses: firstname.lastname@example.org y email@example.com.
- Users can continue sending hard copies of contracts to the offices of BVP/Latinclear. However, if because of its internal politics or procedure, a user can not send the original document to the offices of BVP/Latinclear, this procedure can be followed: (i) send a scanned version of the contract, duly signed, to the email address stated above, (ii) BVP/Latinclear shall proceed with the signature of the document and will send it in digital form to the user via email, and (iii) afterwards, the Compliance Department (Departamento de Cumplimiento) will indicate to the user to send the original contract to the offices of BVP/Latinclear.
- These entities suggest following guidance provided by the Banking Association of Panama to make payments, i.e. authorization of debit by compensation or wire transfer.
- Documentation present digitally shall also be maintained in physical form in order to be presented to authorities when required.
- To present information via digital means, the following email addresses have been established depending on the type of documentation to be filed before these institutions:
Type of Documentation
|Relevant matters and periodic information reports|
|Pending securities offerings|
|Limit increase letters|
|Payment authorization letters|
|Instructions of acceptance of voluntary corporate events of the international market||
firstname.lastname@example.org with cc to signing parties
email@example.com with cc to signing parties
|Certifications for external auditors|
|Other documents and consultations|
In accordance to General Resolution SMV No. JD-2-20 of 16 March 2020, issued by the Board of Directors of the Superintendence of the Securities Market (the “SMV”), it was resolved to inform that the modality of remote working can be implemented by the regulated entities that have license or registry issued by the SMV, for the compliance with established requirements in adopted Agreements, respectively. The regulated entities that adopt this modality of work shall (i) inform to their clients and the SMV to the email address: firstname.lastname@example.org, (ii) guarantee the development and continuity of the operations and attention to their clients, and (iii) apply the relevant measures to preserve the confidentiality and integrity of their clients’ information.
Inspection and Supervision Measures
In virtue of Announcement No. 7 of 1 April 2020, the SMV informed the following:
- The SMV is active in its extra situ supervision labors and the online service, in accordance with the rules established by the declared state of health care emergency declared due to COVID-19, in compliance with General Resolution SMV No. JD-2-20 of 16 March 2020 and Resolution No. SMV-117-20 of 25 March 2020.
- The inspection and supervision measures in situ, in the offices of the regulated entities, shall return after the present term, with a risk prevention approach in order to oversee application of prudential measures, as well as those for preventing money laundering, financing of terrorism and financing of proliferation of weapons of mass destruction, mainly; as well as validation, verification and control of those incidents detected by extra situ supervision. However, if the urgent implementation of any in situ inspection is necessary, the SMV informs that it will adopt the coordination mechanisms for its effective fulfillment.
- That it is a priority of the SMV the protection of the rights and interests of public investors, by the regulated entities and other securities market participants, who can send their complaints, consultation and requests, etc. via electronic means to the email address: email@example.com.
By means of Announcement No. 9 of 7 April 2020, the SMV recognizes that the situation that is faced by our country due to COVID-19 virus, as well as the rest of the World, has forced companies to perform their activities in a different form than usual.
Having the stock market industry an important role through its stock exchanges and intermediaries in the different jurisdictions where they operate, the SMV recommends to brokerage houses to take the following measures:
- Strengthen its contingency and risk mitigation measures, both operative and transactional.
- Comply with norms established for the Panamanian capital markets, for the functioning and development of its operations.
- Comply with prevention and informing, in accordance to what is established in Agreement 6-2015, of any attempt to the system for activities classified as money laundering and financing of terrorism.
The SMV reiterates to its regulated entities to take into account these provisions already known, and, in particular, to apply additional checks that the present situation requires (state of emergency/quarantine), in order to operate and make its daily functions based on new working modalities, which in no case exempts the brokerage houses to comply with established laws and regulations.