On February 10, 2021, the National Government issued Decree 151, through which Decree 2555 of 2010 is amended, particularly with respect to the disclosure regime applicable to issuers.
The new decree establishes in more detail the minimum content of the year-end and quarterly reports to be prepared by issuers to be published with the National Registry of Securities Issuers – RNVE, which includes, among others, matters related to the issuer’s operation, its trading and financial performance and the practices adopted in terms of sustainability and responsible investments, among. With the changes, the disclosure standards – especially those related to year-end reports- will have similar levels of disclosure as set forth by the Securities and Exchange Commission for 20-F forms. In connection with the foregoing, year-end and quarterly reports disclosed as material information will have to contain any additional information that is required to be disclosed as per disclosure standards of other jurisdictions where the issuer discloses information.
Additionally, the Decree modifies the list of events deemed as material information (información relevante) and that issuers must permanently disclose to the market and the minimum content of the information to be disclosed depending on the event in question. It should be noted that notwithstanding the list, issuers must also disclose any event that they consider important for their investors. One of the most important changes set forth in Decree 151, is that it requires that issuers disclose not only their own material events, but also some material events of their parent companies and their subordinated entities, including any trusts under their control (patrimonios autónomos).
Decree 151 also sets forth the events in which trusts (patrimonies autónomos), collective investment funds (fondos de inversion colectiva, including private equity funds) and securitization vehicles must disclose material information to the market. The Colombian Financial Superintendence will regulate in detail the disclosure obligations of such vehicles according to their particularities.
The Decree is valid as of its publication. However, a transition regime of 1 year is established for the Superintendency of Finance to issue the instructions established there and a maximum of 2 years for the compliance with the obligations, following the instructions issued by the Superintendency.