Adjunct Superintendent Resolution N.° 006-2025-SMV/10 — SMV — PE

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship Adjunct Superintendent Resolution SMV No. 006-2025-SMV/10 Lima, January 29, 2025 Subject: Blanco ex Sociedad Administradora de Fondos S.A.C. is sanctioned with 120 UIT equivalent to S/ 552,000.00 (Five hundred fifty-two thousand and 00/100 Soles) for having committed two (02) very serious infractions typified in Annex III, literal A), numeral 1, inciso 1.1 of the Sanctions Regulation for making public offerings without having previously registered the securities in the Public Registry of the Securities Market, and without having registered the corresponding prospectus in said registry. Administered: Blanco S.A.C. ex Sociedad Administradora de Fondos Subject: Administrative sanctioning procedure File No.: 2024018852 The Adjunct Superintendent of Prudential Supervision SEEN:
The administrative file No. 2024018852, and Report No. 051-2025-SMV/10.3, issued by the General Intendancy of Prudential Compliance; as well as the defenses presented by Blanco S.A.C. ex Sociedad Administradora de Fondos; and, CONSIDERING:
In accordance with Article 1 of Law No. 29782, Law for the Strengthening of the Supervision of the Securities Market, the name of the National Commission for the Supervision of Companies and Securities (CONASEV) is replaced by that of the Securities Market Superintendency (SMV), so that any reference in legal norms to CONASEV shall be understood as referring to the SMV;
I. FACTS

As a result of the supervision and control actions of the SMV, through Letter No. 1767-2024-SMV/10.3 notified on April 29, 2024 (hereinafter, CHARGES LETTER), an administrative sanctioning procedure was initiated against Blanco 1 S.A.C. ex Sociedad Administradora de Fondos (hereinafter,

1 By Superintendent Resolution No. 136-2024-SMV/02 dated November 8, 2024, the operating authorization of Blanco Sociedad Administradora de Fondos S.A.C. was resolved to be revoked, and consequently, to exclude the

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship BLANCO SAF) for allegedly having made, on behalf of the investment funds it administers, public offerings of securities without having previously registered these securities in the Public Registry of the Securities Market;
2. With a document presented on May 22, 2024,
BLANCO presented the defenses against the charges formulated through the CHARGES LETTER;
3. Through Superintendent Resolution No. 136-
2024-SMV/02 it was resolved, among others, to revoke the operating authorization of BLANCO;
4. The charges formulated against BLANCO, the defenses of
the latter have been the subject of evaluation by the General Intendancy of Prudential Compliance in Report No. 51-2025-SMV/10.3, which has been submitted to the knowledge of this Adjunct Superintendency;
5. In observance of the Principle of Due
Process contemplated in both Article IV, numeral 1.2, of the Preliminary Title and in article 248, inciso 2, of the Single Text of the General Administrative Procedure Law No. 27444 (hereinafter, TUO LPAG), approved by DS No. 004-2019-JUS, through Letter No. 213-2025-SMV/10, the administrative file referred to in Report No. 51-2025-SMV/10.3 was made available to BLANCO for its review;
II. MATTERS TO BE DETERMINED
6. In the present administrative procedure, at the discretion of this Adjunct Superintendency, it corresponds to determine the following:
a) Whether BLANCO incurred or not in two (02) infractions of what is established in article 49 of the Securities Market Law (hereinafter, LMV) for not having previously registered the securities and having registered the corresponding prospectus in the Public Registry of the Securities Market, according to what is observed in this resolution; b) Whether it corresponds or not to sanction BLANCO for what is stated in the preceding inciso;
III. ANALYSIS
MAKING PUBLIC OFFERINGS WITHOUT HAVING PREVIOUSLY REGISTERED THE SECURITIES IN THE REGISTRY OF THE NORMATIVE
7. Article 1 of the Single Text of the Organic Law of the Superintendency of the Securities Market, approved by Decree Law No. 26126 (hereinafter, ORGANIC LAW), states:
“Article 1. Definition, purpose and functions of the Securities Market Superintendency (SMV) (…) The functions of the Securities Market Superintendency (SMV) are the following:

this company from the corresponding section of the Public Registry of the Securities Market under the competence of the Securities Market Superintendency, due to the persistence of non-compliance with necessary requirements for its operation and for operating.

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship a. Issue the legal norms that regulate matters of the securities market, market of products and collective funds system. b. Supervise the compliance with the legislation of the securities market, market of products and collective funds systems by natural and legal persons who participate in said markets. (…)”;
8. Articles 1, 4, 5 and 49 of the LMV, today articles 1,
4, 5 and 51 of the Single Text of the Securities Market Law, approved by Supreme Decree No. 20-2023-EF, hereinafter TUO LMV, establish the following:
“Article 1°.- PURPOSE AND SCOPE OF THE LAW
The purpose of this law is to promote the orderly development and transparency of the securities market, as well as the adequate protection of the investor. Public offerings of securities and their issuers, public offering securities, intermediation agents, stock exchanges, settlement and clearing institutions, securitization companies, mutual investment funds in securities, investment funds and, in general, the other participants in the securities market, as well as the supervision and control body are included in this law. Unless expressly stated otherwise, its provisions do not extend to private offerings of securities.” “Article 4°.- PUBLIC OFFERING A public offering of securities is the invitation, adequately disseminated, that one or more natural or legal persons address to the general public, or to certain segments of it, to perform any legal act referred to the placement, acquisition or disposal of securities.
Article 5°.- PRIVATE OFFERING
A private offering of securities is one not included in the previous article. Without prejudice to this, the following are considered private offerings:
a) The offering directed exclusively to institutional investors. The securities acquired by these investors cannot be transferred to third parties, unless they do so to another institutional investor or the security is previously registered in the Public Registry of the Securities Market. b) The offering of securities whose nominal value or lowest unit placement value is equal to or greater than two hundred fifty thousand new soles (S/. 250,000.00). In this case, the securities cannot be transferred by the original acquirer to third parties with nominal values or placement prices lower. c) Those established by Conasev.” “Article 049°.- OBLIGATION OF REGISTRATION Public offerings of securities require the prior registration of the same in the Registry, except when they are securities issued by the Central Reserve Bank and by the Central Government, as well as the exception contemplated in Article 66. The issuance and negotiation of securities by the Central Government, Regional Governments, Local Governments and the Central Reserve Bank are subject to the provisions contained in the respective authorizing legal norm.”;
9. Articles 2, 4, 6 and 11, as well as the Fifth
Final Provision of the Regulation of Primary Public Offering and Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10 (hereinafter, ROPPV), establish the following:

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship “Article 2°.- PURPOSE AND INTERPRETIVE PRINCIPLES The purpose of this Regulation is the protection of investors in the public market of securities through the revelation, in a truthful, sufficient, timely and clear manner, of all that information that is relevant for the purpose of understanding the positive and negative implications of the transactions proposed to them, with the purpose that they are in conditions to adopt free and informed decisions regarding them, and that such revelation is carried out in the most efficient manner. The public market is understood as that in which transactions with securities are carried out from their public offering. Without prejudice to the other applicable principles, the interpretation of the provisions of this Regulation, for the purposes of its application, must be carried out in concordance with the purpose outlined in the previous paragraph.” “Article 4° GENERAL RULE (…) Primary and/or sale public offerings of securities are only subject to the prior requirement of registration of the security to be offered and/or registration of the informative prospectus to be used in the Registry, as appropriate according to what is established in article 11, delivery of said prospectus to potential investors and, in the cases that correspond, prior risk classification of the securities to be offered. (…)”. “Article 6°.- SCOPE OF THE TERM “PUBLIC OFFERING” For the purposes of the application of the general rule contained in article 4º, the text of article 4º of the Law, referred to the public offering of securities, has the scope indicated below:
a) Invitation.- An invitation is considered to be any manifestation of will that is made directly or through third parties, whether it has the character of an invitation to offer, simple offer, unilateral promise or any other that has the object of making or receiving proposals related to what is stated in inciso e). b) Adequately disseminated.- The invitation is adequately disseminated when it is directed to its recipients, individually or jointly, simultaneously or successively, through any medium, such as newspapers, magazines, radio, television, mail, meetings, computer systems or any other that technology allows, which is suitable for making its content known to its recipient. The use of the services of stock exchanges or entities in charge of the management of centralized negotiation mechanisms is also included (Underlining ours). c) General public.- The general public is composed of the set of indeterminate persons, national or foreign, who are potential investors in the national territory. d) Segment of the public.- A segment of the public is considered to be the set of determined or undetermined persons who, according to the circumstances, require the protection referred to in Article 2, when their number is such that it involves public interest. It is considered that such protection is required when, in order to the possibility of access to relevant information by said persons and/or that it is processed by them, they find difficulties to adopt a free and informed decision regarding the invitation made. Without prejudice to what is established in the previous paragraph, for the purposes of its qualification as a segment of the public, it is considered that a set of recipients composed of a

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship number equal to or greater than one hundred (100) persons involves public interest, and it is presumed, unless proof to the contrary, that said persons require the aforementioned protection. Shareholders or other holders of participation rights in a legal person are susceptible to be considered a segment of the public in the terms of this inciso regarding invitations made by said legal person; and, e) Legal act referred to the placement or disposal of securities.- Comprises that relative to the creation or alienation of patrimonial rights referred to said securities, including the right or option of subscription or acquisition. Said legal act, whatever its characteristics, must have the nature of an investment act for its subscriber or acquirer. When the rights referred to in inciso e) have the condition of securities, the public offering of the same is also considered a public offering of the securities regarding which their rights revolve, and what is established in this Regulation regarding both securities must be complied with. In such a case, a common informative prospectus must be registered and used.” “Article 11° PROCEDURES APPLICABLE TO PUBLIC OFFERINGS (…) a) Primary Public Offerings.- It is required to previously carry out the procedure of registration of the securities in the Registry. (…)”. “FIFTH.- PROHIBITION OF DISTRIBUTION OF SECURITIES WITHOUT INFORMATION The carrying out of acts tending to the distribution of securities among the public or a segment of it, through a disguised public offering or through the use of the mechanisms provided for in this Regulation or in the Law, in order to avoid the application of the investor protection devices contained in said norms or in those that complement them, is prohibited.”
10. Regarding the securities, object of public offering,
it corresponds to note the following:
11. Article 3° of the LMV (today article 3 of TUO LMV)
establishes the following:
“Article 3.- Securities.-
Securities are those issued in a massive and freely negotiable manner that confer to their holders credit, dominial or patrimonial rights, or those of participation in the capital, the patrimony or the profits of the issuer. (…) Any limitation to the free transferability of the securities contained in the statute or in the respective issuance contract, lacks legal effects.”
12. Article 5 of the ROPPV disposes the following:
“Article 5.- Scope of the term "securities".
(…) b) Massive issuance.- Massive issuance is considered to be that which is carried out in a simultaneous manner, or successively in a determined period and as part of the same financial operation or of a similar nature, of a number of securities, homogeneous or not among themselves, such that it makes possible their subsequent distribution among the public or among a segment of it. The issuance of a number equal to or lower than ten (10) securities in a simultaneous manner, or successively in a period of one (1) year, does not constitute massive issuance. The issuance of a number of securities greater than that indicated in the previous paragraph carries the presumption, unless proof to the contrary regarding what is stated in the first paragraph of this inciso, of having been the object of massive issuance. This presumption does not extend to the individual issuance of securities that grant a credit right by companies of the Financial System authorized to capture savings from the public;
13. With regard to the obligation of registration, the TUO
LMV establishes:
“Article 19.- Obligation of Registration.- In the Registry, public offering securities and issuance programs of securities are obligatorily registered, without prior administrative authorization being required for this. The registration of securities that are not to be the object of public offering is optional, in which case the issuer submits to all the obligations emanating from this law.”
14. According to article 1 of the ORGANIC LAW, the
SMV has as a function, among others, to supervise the compliance with the legislation of the securities market by natural and legal persons who participate in said market;
I. FIRST CHARGE: MAKING A PUBLIC OFFERING OF CORPORATE BONDS ON
BEHALF OF THE INVESTMENT FUNDS IT ADMINISTERS WITHOUT HAVING PREVIOUSLY REGISTERED THE SECURITIES IN THE REGISTRY.
ANTECEDENTS
15. Through General Intendancy of Entity Supervision Resolution No. 066-2018-SMV/10.2 of June 1, 2018 and General Intendancy of Entity Supervision Resolution No. 032-2022-SMV/10.2 of March 31, 2022, the registration of the investment funds named Public Offering Investment Fund BP6 Soles (hereinafter, BP6 SOLES) and Public Offering Investment Fund BP7 Dollars (hereinafter, BP7 DOLLARS), respectively, was approved, in the Public Registry of the Securities Market (hereinafter, RPMV), according to the General Regime;
16. BLANCO, through various means 2
, disseminated the invitation to participate in the first placement 3 of the bonds to be issued, through a private offering, by BP6 SOLES and BP7 DOLLARS (hereinafter, FUNDS);
17. Through Letter No. 4880-2022-SMV/10 of September 23, 2022, the SASP ordered the suspension of the public offering of securities that BLANCO was carrying out. Likewise, it was requested that they indicate all the placement mechanisms used for the dissemination and advertising of the bond offering carried out for BLANCO and the copy of the publications, communications, invitations and other informative documents provided to potential investors in the placement of the bonds;
18. Through a document of September 28, 2022, in
response to the aforementioned letter, BLANCO informed that it proceeded to suspend the issuance of the securities and withdraw the publications carried out in attention to the aforementioned issuance. Likewise, it attached the information requested in the aforementioned Letter 4880-2022-

2 Instagram, Facebook, LinkedIn, Mailing and Landing Page.
3 The first placement was to take place on September 26, 2022 for both funds.

PERÚ Ministry of Economy and Finance

SMV
Securities Market
Superintendency
Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and authorship SMV/10;
19. Through a document of September 7, 2023 4
(hereinafter, INVESTORS' DOCUMENT), a set of investors manifested to be holders of bonds issued in the framework of the First Corporate Bond Program of BP7 DOLLARS, and requested —among others— information of the faculties that the Securities Market Superintendency – SMV has to dispose of the modification of private contracts, attaching as support an informative email of the invested products;
20. Consequently, BLANCO through a document of September 15, 2023 5
, presented its comments regarding the INVESTORS' DOCUMENT, indicating that due to a typographical error in the drafting of the informative email it should have been recorded as product “bonds” and not “Mutual Contr. (Ex bond)”. Furthermore, BLANCO rejected the assertions made by the INVESTORS, since it had not unilaterally modified the contracts celebrated to transform them from corporate bonds to a mutual contract;
21. Through Letter 5245-2023-SMV/10 6 notified on November 17, 2023, it was required to BLANCO information related to the list of holders of the bonds issued on behalf of the FUNDS, copy of the certificates of these bonds; and, copy of the mutual contracts signed between BLANCO, on behalf of the BP7 DOLLARS fund, and the INVESTORS, according to what was provided on September 21, 2023 7 and as a response to what was requested through Letter No. 4252-2023-SMV/10.2;
22. By means of the document of November 23, 2023,
BLANCO responded to the previous letter;
OF THE FACTS
Of the FUNDS, their financial situation and the issuance of obligations
23. According to what is established in the Participation Regulations of the FUNDS and in the interim financial statements as of June 30, 2022, period prior to the placement of the corporate bonds issued by BLANCO on behalf of the FUNDS, these investment funds dedicate their resources mainly to investing in securities and operations in the national market, as specified below:
a. Operations of acquisition of rights over claims against companies that consist of operations of discount of negotiable invoices or letters. b. Operations of discount of rights over claims derived from service contracts or future sales celebrated between suppliers and companies, and represent the monetary flows that consist of loans granted for determined terms according to maturity schedule.
c. Confirming operations, which consist of the acquisition of rights over claims originated by a commercial transaction of purchase and sale or supply of goods and/or services, where the administrator company intervenes, who acts on behalf of the FUNDS and, on the other hand, one (01) legal person obliged to pay

4 File No. 2023038343.
5 File No. 2023039478.
6 File No. 2023039478.
7 File No. 2023039252.

PERÚ Ministry of Economy and Finance

an monetary amount on a certain date and one (01) natural or legal person creditor of said obligation;
24. Through important events communicated by
BLANCO on April 29, 2022, it was informed of what was communicated and agreed upon in the Ordinary General Assembly of Partners of BP6 SOLES and in the Ordinary General Assembly of Partners of BP7 DOLLARS, held on said date;
25. According to the minutes of said assemblies, it was exposed to the
respective Assembly the Report on the Management of the respective fund of the Managing Society, in which it was explained that the economic situation has been affected by the health crisis, however, while the vaccination process advances, the economic situation normalizes. Next, it was explained to the respective Assembly that, as a result of the political and economic crisis that the country has been facing, clients of the respective fund have requested extensions for the operations carried out, which has affected the assets of the respective fund;
26. Therefore, as one of the recommendations, it was
proposed to the respective Assembly to accelerate the recovery of profitability through the issuance of short-term commercial paper (12 months and 18 months), which would allow the funds to increase their benefit distribution rates in the next six months and; in addition, recover asset position in factoring and confirming;
27. Then, the partners of each fund in the respective
assembly unanimously agreed to approve the issuance of obligations as stated:
Series 2 series (12 months / 18 months)
Interest Payment Quarterly (calendar quarter)
Interest Rate It will be in a range between 6 and 8% per year.
Issuance Amount Up to 30% of the subscribed and paid capital of the fund Pre-payment Not possible until maturity, with renewal notice 90 days before Negotiable The commercial papers are freely negotiable
28. Likewise, in the respective assembly it was agreed
to grant powers to the investment committee to establish the other aspects and specific characteristics of the issuance of obligations, as well as the formalization of agreements for the issuance of obligations in the respective fund;
29. In this sense, as stated in note 1 c) to the
interim financial statements as of June 30, 2022 of BP7 DOLLARS, through Investment Committee of the fund, dated May 10, 2022, the aspects of the issuance of obligations through the issuance of debt instruments were approved, agreeing that, that it be carried out within a maximum period of 36 months, with an interest rate between 6% and 9% per year and granting powers to the managing society to carry out the formalization acts;
30. Likewise, it is stated that, by virtue of the above, the
managing society on June 30, 2022, on behalf of BP7 DOLLARS, realized the “First Issuance of the First Program of Corporate Bonds FI BP7 DOLARES” via private offering, for the amount of USD 1,060,000.00;
31. For its part, according to note 11 to the
interim financial statements as of June 30, 2022 of BP6 SOLES, the issuance of bonds called “First Program of Corporate Bonds of Investment Fund by Public Offering BP6 Soles” was carried out for a total amount of S/ 60,000.00 with an interest rate of 8.5% per year, with a maturity of 12 months; Of the bond offering
32. According to the information and documentation
collected, it was observed that BLANCO would have carried out a primary public offering of corporate bonds on behalf of the FUNDS and placed them with institutional and non-institutional investors, without complying with the provisions of a public offering required by the TUO LMV and the ROPPV;
33. This is mainly supported by the publicity
of such offer carried out by BLANCO to an undetermined number of people on its social networks and website, as well as in the placements of the bonds carried out, according to the information and documentation provided by BLANCO;
34. It is important to indicate that through Office No. 4880-
2022-SMV/10 of September 23, 2022, the SASP ordered the suspension of the public primary offering of the aforementioned bonds that BLANCO was carrying out and requested diverse information about said offering;
35. In writing dated September 28, 2022, in response
to the aforementioned Office No. 4880-2022-SMV/10, BLANCO informed that it proceeded to suspend the issuance of the securities and withdraw the publications made in attention to the aforementioned issuance;
36. In this sense, taking into account the above
previously, it is necessary to analyze if the primary public offering of the bonds in question, falls within the scope of a public offering of securities marketable, according to the provisions established in the Peruvian legal framework, that is, in the LMV and in the relevant regulatory norms that allow delimiting its nature;
37. Therefore, for the purpose of determining if the
offer of securities in the present case, qualifies or not as a public offering of securities marketable, it is necessary to carry out an analysis based on the definition of public offering of securities marketable contained in the cited article 4 of the LMV (now article 4 of the TUO LMV) and the complementary legislation that develops said concept;
38. Now, it must be noted that articles 5 and 6 of the
ROPPV develop the different elements that determine the condition of a public offering of securities marketable, contained in the definition of article 4 of the LMV (now
article 4 of the TUO LMV), therefore, considering the information obtained in the
investigation carried out, it proceeds to analyze if the referred offer of the bonds qualifies as a public offering of securities marketable or not, from the development of each one of said elements; a) Of the condition of marketable securities of the bonds offered by BLANCO
39. According to article 3 of the LMV (now article 3
of the TUO LMV) are marketable securities those issued in a massive and freely negotiable manner that confer to their holders credit, ownership or patrimonial rights, or those of participation in the capital, the patrimony or the profits of the issuer. Regarding this, according to the copies of the physical certificates issued, provided by BLANCO, with the important events communicated by BLANCO and to the interim financial statements as of June 30, 2022 of the FUNDS, disclosed to the market by BLANCO, it is about freely negotiable corporate bonds that confer credit rights to their holders;
40. With respect to the fact that said offered bonds were
to be issued in a massive manner, it should be noted that, according to article 5 of the ROPPV, it is considered massive issuance that which is carried out not only simultaneously, but also successively as part of the same financial operation or as part of financial operations of a similar nature, of a number of homogeneous or non-homogeneous values among themselves. Likewise, said article states that the issuance of a number of values greater than ten (10) values entails the presumption, unless proof to the contrary, regarding having been the object of massive issuance;
41. Then, taking into account that BLANCO has
carried out the offer of the corporate bonds on behalf of the FUNDS with the purpose of increasing the benefit distribution rates of these in the next six months and; in addition, recover asset position in factoring and confirming, it is considered that the corporate bond issuances of the FUNDS are part of financial operations of a similar nature, with issuance series by currency (soles and dollars of the United States of America) and according to the maturity term of the bonds (12 and 18 months); and with different interest rates, according to the term of issuance and the currency of the issuance, that is, not homogeneous among themselves;
42. Regarding this, it should be noted that in the physical certificates
of the corporate bonds issued by BLANCO on behalf of the FUNDS it states that the maximum amount of the issuance program is S/ 20,000,000.00 in the case of BP6 SOLES and USD 20,000,000.00 in the case of BP7 DOLLARS and that the nominal value of each bond is S/ 10,000.00 in the case of BP6 SOLES and USD 10
000.00 in the case of BP7 DOLLARS. Therefore, the quantity of bonds that was to be issued
would be 2,000 bonds in the case of BP6 SOLES and 2,000 bonds in the case of BP7 DOLLARS; that is, a total of 4,000 bonds, which exceeds by far the number 10 values;
43. In addition, these corporate bonds were not only
offered but were also placed and issued from June 30 to August 31, 2022 for a total number of 271 bonds, as can be seen in the following chart:
Fund / Program
Number of issuances
Number bonds issued
Nominal value of the bond
Maximum amount of the program
Maturity term of the bonds
Annual interest rates
BP7 DOLLARS FUND / First
Program
6 200 USD 10 M USD 20 MM 12, 18 months 6.5%, 8% (USD) BP6 SOLES FUND / First Program 5 71 S/ 10 M S/ 20 MM 12, 18 months 8.5%, 9.5% (S/) 271
44. In this sense, it is understood that the issuance of the bonds
was to be carried out and, in addition, was carried out successively in a period determined in a number greater than ten (10) values, with which the requirement of “massive issuance” contemplated in letter b) of article 5 of the ROPPV is met. Likewise, as has been stated, these values are freely negotiable, according to the agreement of the

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría assemblies of partners, and confer to their holders credit rights, according to the financial statements of the FUNDS;
45. Being so, the bonds that were to be issued in the
issuance programs and that, in addition, were issued, constitute securities marketable, according to the scope of the term established in article 5 of the ROPPV; b) Adequately disseminated invitation
46. Through Office No. 4880-2022-SMV/10.2, this
Superintendency requested BLANCO to present the following:
a. Indicate all the placement mechanisms used for the dissemination and publicity of the bond offer carried out by BLANCO on behalf of each of the FUNDS. b. Copy of the publications, communications, invitations and other documents informational provided to potential investors in the placement of the bonds issued by BLANCO on behalf of each of the FUNDS;
47. In response to the aforementioned office, BLANCO pointed
out that it complies with attaching a document where it compiles the communications effectuated regarding the placement of the bonds issued by BLANCO on behalf of the FUNDS;
48. In such sense, according to the information provided
by BLANCO and collected by the IGSE, with respect to the means employed to offer the bonds it is observed that this would have been carried out through different means of communication from the start of the offer of the corporate bonds, before the first placement carried out on June 30, 2022;
49. In effect, they were carried out through the social networks
of BLANCO, its own website, whose publications are in the file, as well as by email, as follows:
Facebook
(https://www.facebook.com/blancosafsac?locale=es_LA) Instagram:
(https://www.instagram.com/p/Chs1oY6OihY/, https://www.instagram.com/p/Chs0r7QuzwS/), Lindekin:
(https://www.linkedin.com/company/blancosaf/posts/?feedView=ads) and Website:
(https://www.blanco.com.pe/soles/, https://www.blanco.com.pe/dolares/).
Mailing xxxxx@blanco.com.pe
50. From the review of the same, it was observed that BLANCO
would have disseminated on its social networks on Facebook, Instagram and Linkedin advertising notices through which it would have invited to invest in bonds of BP7 DOLLARS from a minimum investment of USD 10,000.00 offering a profitability of up to 8% and in bonds of BP6 SOLES from a minimum investment of S/ 20,000.00, offering a profitability of up to 9.5%, from before the first placement of bonds carried out on June 30, 2022;
51. Likewise, through its website, BLANCO would have
offered bonds to be issued on behalf of the FUNDS indicating that the type of placement would be private and that the first placement would be on September 26-27 2022;
52. It should be noted that, from before the first
placement of the bonds, BLANCO would have sent emails by means of the advertising strategy called “mailing” to an undetermined number of potential investors of the bonds offered;
53. Taking into account the dissemination carried out by the
means of communication mentioned, it must be noted that according to article 6, letter a) of the ROPPV, the invitation referred to in article 4 of the LMV (now article 4 of the TUO LMV, is any manifestation of will that has as its purpose an invitation to offer, simple offer or another that has as its object to make or receive proposals linked to an investment act. Which can be carried out either directly or through third parties;
54. Being so, according to the cited norm any
manifestation of will or offer that has as its purpose to make or receive some proposal that is linked to an investment act, that is, that has as its object to carry out legal acts either of placement or disposal of securities constitutes an invitation within the scope established in article 4 of the LMV (now
article 4 of the TUO LMV) and article 6 of the ROPPV;
55. In such a way, considering that BLANCO was the one
offered the corporate bonds to be issued on behalf of the FUNDS, the offer of said investment alternative by BLANCO constitutes an invitation in the terms established in the provisions mentioned above. This because said offers necessarily have as their purpose to receive investment proposals and end up being concretized in legal acts of placement of said values;
56. Likewise, taking into account that the invitations were
effectuated using the means of communication described above, it is valid to conclude that said invitations carried out by BLANCO were adequately disseminated, complying in this way with what is established in article 6, letter b) of the ROPPV; c) Directed to the General Public or to certain segments of it
57. With respect to this criterion, it is observed that the offer
of the corporate bonds subject of the present administrative sanctioning procedure would have been directed to the general public by the means of diffusion mentioned;
58. In effect, the notices published by BLANCO on the
social networks are directed to an undetermined number of people who are followers of BLANCO on said social networks or who, eventually, without being followers, could find out about said advertising notices; therefore, BLANCO would have addressed an undetermined number of potential investors in national territory. It should be noted that currently the number of followers of BLANCO on Linkedin, Facebook and Instagram is 4 thousand, 3.9 thousand and 0.9 thousand followers, respectively;
59. In this way, it is valid to conclude that the invitations
were directed to the general public, complying in this way with what is established in the

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría
article 6, letter c) of the ROPPV;
60. In this sense, the general public is a set of
undetermined persons who are potential investors in national territory requires the protection referred to in article 2 of the ROPPV through the revelation, in a true, sufficient, timely and clear manner, of all that information that is relevant for the purpose of understanding the positive and negative implications of the transactions that are proposed to them, with the purpose that they are in conditions to adopt free and informed decisions regarding the same, and that said revelation is carried out in the most efficient way;
61. Without prejudice to what is stated, it should be added that, as
can be observed in the following chart, the investors who bought the bonds issued by BLANCO on behalf of the FUNDS were a total of 59 people, of which all of them are natural persons, and of them 53 are non-institutional investors, according to the information provided by BLANCO. Therefore, this information would also indicate that the offer of corporate bonds was not directed exclusively to institutional investors, but to the general public through the means of communication described above; Fund Natural persons Legal persons Institutional investors Non-institutional investors BP7 DOLLARS FUND 46 0 5 41 BP6 SOLES FUND 13 0 1 12 59 0 6 53
62. In this way, it can be observed and confirmed that
BLANCO would have carried out a public offering of corporate bonds on behalf of the FUNDS to the general public and, in addition, placed these bonds among non-institutional investors, without complying with the provisions of a public offering required by the TUO LMV and the ROPPV; d) Legal act referred to the placement or disposal of marketable securities
63. With respect to this last criterion, article 6°, letter
e) of the ROPPV, in concordance with article 4 of the LMV (now article 4 of the TUO LMV), provides that the invitation of the offer must deal with a legal act relative to the placement of marketable securities, which must have the nature of an act of investment, whatever its characteristics. In such sense, it can be a sales contract, loan, exchange; that is, it can be any act by which a person disposes of part of its patrimony with the objective of receiving a return;
64. In the case under analysis, the acquisition of the bonds
corporate by potential investors would be carried out based on a disbursement of funds of each investor in favor of the FUNDS, with the purpose of obtaining a return on said investment, considering the interest rates applicable, described above. Which makes evident the act of investment that was to be carried out by the investors, since it would be a purchase and sale of marketable securities. Likewise, as has been stated, it is evidenced that the placement of these marketable securities was carried out;
65. Taking into account this, it is observed that the invitation
would have been for potential investors to carry out an act of investment through the acquisition of marketable securities, in this case corporate bonds, to be placed by BLANCO on behalf of the FUNDS;
66. For the above, in the present case, there are
sufficient indications that would allow concluding that the offer of the corporate bonds complies with all the elements that configure a public offering of securities marketable; Indications of the realization of a hidden public offering of values by BLANCO.
67. Considering the analysis carried out previously,
the offer of the corporate bonds carried out by BLANCO on behalf of the FUNDS would meet all the criteria established in the regulation to be qualified as an offer of public nature, therefore the same should comply with all the requirements established by the regulation for public offerings of securities marketable;
68. Regarding this, article 49 of the LMV (now article 51
of the TUO LMV), cited previously, provides that public offerings of securities marketable require the prior registration of the same in the RPMV, with the exceptions indicated in the same article;
69. In such sense, by determining that there are indications
that the offer of corporate bonds mentioned above, would constitute one of public nature, it corresponds that the issuance programs, as well as the marketable securities to be offered be duly registered in the RPMV and that the informational documents be registered in the same, according to what is established in articles 4 and 11 of the ROPPV, in concordance with what is established in article 49 of the LMV (now article 51 of the TUO LMV);
70. Therefore, the above would indicate that there are indications
that allow to presume that BLANCO would have carried out a primary public offering of marketable securities, in this case corporate bonds, on behalf of the FUNDS without having registered said marketable securities in the RPMV and without having complied with registering the corresponding prospectus in said registry; DEFENSES PRESENTED
71. BLANCO states that it expressly recognizes, in
writing and without questioning its responsibility for the infringement contemplated in the present charge imputed to it, so it requests to take into consideration its recognition for its respective evaluation;
72. Additionally, BLANCO expresses that, with respect to
the first charge, that is, to carry out a public offering of corporate bonds in representation of the investment funds it administers without having previously registered the values in the RPMV, it states that the structuring of the issuance was elaborated at all times as a private offering. The commercial terms, the agreements with the representative of the obligors, the proposal of invitation to the bondholders was structured always thinking of a private offering. However, upon notification of the Office No. 4880-2022-SMV/10 of September 23, 2022 and upon verifying the responsibility of BLANCO, it decided to withdraw the publications made;
73. Likewise, BLANCO indicates that it recognizes that the
advertising generated that the offer was distorted into a public offering, so it took the

PERÚ Ministerio de Economía y Finanzas

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría measures necessary to remedy the defect and continue with the private offering, as the issuance was structured from the beginning. It specifies that BLANCO has not obtained any illicit benefit as a result of this infringement and considers that it has not caused harm to the concrete and determinable public interest. Likewise, BLANCO did not have intent to commit the infringement under analysis;

EVALUATION OF DEFENSES
74. In principle, it must be indicated that BLANCO has acknowledged the commission of the infringement charged, which will be considered when determining the sanction to be imposed;
75. Notwithstanding this, it must be indicated that in the present administrative sanctioning procedure it has been demonstrated that the offering of corporate bonds representing the FUNDS qualified as a public offering of securities, given that it met the elements established in the regulations to be considered as such, as described below;
76. First, regarding the securities of the bonds offered by BLANCO, it was determined that, according to the copies of the physical certificates issued, provided by said company, with the important facts communicated by BLANCO and the interim financial statements as of June 30, 2022 of the FUNDS, disclosed to the market by BLANCO, these are freely negotiable corporate bonds that confer credit rights to their holders;
77. Likewise, it is considered that the corporate bond issuances of the FUNDS are part of financial operations of a similar nature, with issuance series by currency (soles and United States dollars) and according to the maturity term of the bonds (12 and 18 months); and with different interest rates, according to the issuance term and the currency of the issuance, that is, not homogeneous among themselves;
78. Likewise, it was determined that these corporate bonds were not only offered but were also placed and issued from June 30 to August 31, 2022 for a total number of 271 bonds, as has been demonstrated in the present procedure;
79. Therefore, it is held that the issuance of the bonds was carried out successively in a given period in a number greater than ten (10) securities, thereby meeting the requirement of "massive issuance" contemplated in letter b) of article 5 of the ROPPV;
80. Second, it has also been determined that BLANCO disseminated on its social networks on Facebook, Instagram and LinkedIn advertising notices through which it invited to invest in the BP7 DOLLARS bonds from a minimum investment of USD 10,000.00 offering a profitability of up to 8% and in BP6 SOLES bonds from a minimum investment of S/ 20,000.00, offering a profitability of up to 9.5%, from before the first placement of bonds carried out on June 30, 2022;
81. Likewise, through its website, BLANCO offered bonds to be issued representing the FUNDS indicating that the type of placement would be private and that the first placement would be September 26-27, 2022;
82. It should be noted that, before the first placement of the bonds, BLANCO sent emails through the advertising strategy known as "mailing" to an undetermined number of potential investors in the offered bonds;
83. Therefore, taking into account that the invitations were made using the communication media described above, it is concluded that said invitations made by BLANCO were adequately disseminated, thereby complying with what is established in article 6, letter b) of the ROPPV;
84. Third, it was observed that the offering of the corporate bonds subject to the present administrative sanctioning procedure was directed to the general public by the communication media mentioned above, so BLANCO addressed an undetermined number of potential investors in national territory, thereby complying with the requirement of invitation to the general public contemplated in article 6, letter c) of the ROPPV;
85. Fourth, the acquisition of the corporate bonds by potential investors would be carried out based on a disbursement of funds from each investor in favor of the FUNDS, with the purpose of obtaining a return on said investment, considering the applicable interest rates, described above. This makes evident the investment act that was to be carried out by the investors, since it would be a purchase and sale of securities;
86. Likewise, as has been noted, it is evident that the placement of these securities was carried out, so the requirement contemplated in article 6°, letter e) of the ROPPV is met, which provides that the invitation to the offering must deal with a legal act relating to the placement of securities, which must have the nature of an investment act, whatever its characteristics;
87. For the foregoing, the offering of corporate bonds carried out by BLANCO on behalf of the FUNDS meets all the criteria established in the regulations to be qualified as a public nature offering, so it must comply with all the requirements established by the regulations for public offerings of securities;
88. In this sense, upon determining that there are indications that the aforementioned corporate bond offering constitutes one of a public nature, it corresponds that the issuance programs, as well as the securities to be offered, be duly registered in the RPMV and that the informative documents be registered therein, so the non-compliance with article 49 of the LMV (now article 51 of the TUO LMV) has been proven;
89. It should be noted that through Letter No. 4880-2022-SMV/10 of September 23, 2022, the SASP ordered the suspension of the primary public offering of the aforementioned bonds that BLANCO was carrying out, to whom various information regarding said offering was requested;
90. By written communication of September 28, 2022, in response to the aforementioned Letter No. 4880-2022-SMV/10, BLANCO informed that it proceeded to suspend the issuance of the securities and withdraw the publications made in relation to said issuance;
91. In view of the foregoing, it is concluded that BLANCO incurred one (1) infringement classified as very serious, typified in subsection 1.1, numeral 1, letter A) of Annex III of the SANCTIONS REGULATION, which establishes as a very serious infringement of participants 8 in a POP: "To carry out a public offering without having previously registered the securities in the Registry or having registered the corresponding prospectus, except for the exception cases established in the regulations";
92. For its part, regarding the acknowledgment of the infringement and the sanctioning criteria analyzed by BLANCO, it corresponds to note that these will be considered when evaluating the sanction to be imposed;

II. SECOND CHARGE: CARRY OUT A PUBLIC OFFERING OF DEBT INSTRUMENTS ON BEHALF OF AN INVESTMENT FUND WITHOUT HAVING PREVIOUSLY REGISTERED THE SECURITIES IN THE REGISTRY.

ANTECEDENTS
93. Through important facts of September 22, 2023 9, the call for a Participants' Assembly of the FUNDS was disclosed for September 29 and October 05, 2023, in first and second call, respectively (hereinafter, CALLS TO ASSEMBLY), in which a proposal for restructuring and relaunching of the FUNDS would be informed, by which the participants of said funds were proposed an "exchange offer" through which they would cancel the commitments they have for concept of mutual schedules and benefits pending payment until December 31, 2023, against the delivery of instruments of the "Fondo BP8" for 15 months and at an interest rate of 12% nominal annual in soles;
94. Through Letter No. 4412-2023-SMV/10.2 of September 26, 2023 10 (hereinafter, LETTER 4412), BLANCO was requested information related to the CALLS TO ASSEMBLY —among others— regarding the detail of the characteristics of the "exchange offer" proposal to the participants of the FUNDS; additionally, the suspension of said assemblies was ordered. It should be noted that, with written communication of September 28 and October 03, 2023, BLANCO responded to LETTER 4412;
95. Regarding this, BLANCO by written communication of September 28, 2023 indicated —among others— that the documentation regarding the agenda points was access only for the participants of the FUNDS; nevertheless, they sent the documentation regarding the agenda points. On the other hand, regarding the "exchange offer" proposal, BLANCO specified that it consists of offering to the

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría participants of the FUNDS, as well as of other investment funds administered by BLANCO, in a private manner, negotiable private debt instruments of the BP8 Fund, so that the participants could acquire these instruments with the benefit flows that would be distributed until December 31, 2023; likewise, it pointed out that this acquisition option would be extended to those lenders regarding the interests that must be paid according to their respective schedules until December 31, 2023, inclusive;
96. Nevertheless, the Ombudsman for Investors received various emails in which the participants of the FUNDS brought to the attention of the Superintendencia del Mercado de Valores - SMV that BLANCO had sent a document where an "exchange offer" is disseminated (hereinafter, DOCUMENTS);
97. Through important fact of September 26, 2023 11, it was disclosed that, by order of LETTER 4412, the CALLS TO ASSEMBLY are suspended;
98. Through Letter No. 4451-2023-SMV/10.2 of September 28, 2023 12 (hereinafter, LETTER 4451) the SASP ordered the suspension of the "exchange offer" that BLANCO would be carrying out. Likewise, it was requested that they indicate all the placement mechanisms used for the dissemination and advertising of the "exchange offer" carried out by BLANCO on behalf of each of the FUNDS, as well as the copy of the publications, communications, invitations and other informative documents provided to the holders of participation certificates of the FUNDS regarding the "exchange offer";
99. In this sense, by important fact of September 28, 2023 13, BLANCO reiterated the suspension of the CALLS TO ASSEMBLY;
100. On October 03, 2023 14 BLANCO sends written communication indicating that, without prejudice to considering that according to its evaluation the proposed transaction does not constitute a public exchange offer under the scope of the TUO LMV, placement mechanisms would not have been used for the dissemination and advertising of the supposed public exchange offer;Through Letter No. 4793-2023-SMV/10.2 of October 20, 2023 15 the immediate dissemination of LETTER 4451 was ordered, in the quality of important fact;
101. Through important fact of October 20, 2023 16, LETTER 4451 was disclosed through which the suspension of the supposed public exchange offer carried out by BLANCO directed to the participants of the FUNDS was ordered;

11 File No. 2023040806. https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={D035D48A-0000-C91F-94D8-00A8330AF8E1} 12 File No. 2023041173.
13 File No. 2023041202. https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={A05FDE8A-0000-C01D-96ED-58B535EDC109} 14 It should be specified that the response to the letter was attached to File No. 2023040605. 15 File No. 2023041173. 16 File No. 2023044172. https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={005E4F8B-0000-C811-9488-4090F2B93EE8} https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={606C4F8B-0000-CD33-8915-E2343088CAB1} https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={306C4F8B-0000-CB1A-ACBE-06C45618C78F} https://www.smv.gob.pe/ConsultasP8/documento.aspx?vidDoc={606C4F8B-0000-C61D-824B-36B606480C00}

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría OF THE FACTS OCCURRED On the nature of the offering of debt instruments
102. On this matter, it must be indicated that BLANCO proposed to the participants of the FUNDS an "exchange offer" through which they would cancel the commitments they have for concept of mutual schedules and benefits pending payment until December 31, 2023. The claims in the FUNDS will be canceled against the delivery of instruments of the BP8 Fund for 15 months and at an interest rate of 12% nominal annual in soles;
103. This is supported by the important facts of September 22, 2023 through which BLANCO disclosed to the market the calls for Participants' Assembly of the FUNDS for September 29 and October 05, 2023, in first and second call, respectively, as cited below:
2. Proposal for Restructuring and Relaunching of the Fund.
A proposal for an exchange offer is made to the participants through which investors will cancel the Fund's commitments for concept of mutual schedules and benefits pending payment until December 31,
2023. The claims in the Fund will be canceled against the
certificates of the BP8 Fund for 15 months and at an interest rate of 12% nominal annual in soles.
104. It should be noted that, according to the CALLS TO ASSEMBLY, the BP8 Fund instruments to be delivered would have a term of 15 months and pay an interest rate of 12% nominal annual in soles; therefore, from the reading of the important facts, it is inferred that they are not participation instruments, since these securities do not have a fixed nominal interest rate, but returns according to the investments made by the investment fund; therefore, they would have to be debt representative instruments;
105. Regarding this, BLANCO by written communication of September 28, 2023 specified that the offered securities are negotiable private debt instruments in soles of a new private investment fund named "Fondo BP8" (hereinafter, BP8 FUND), so that the participants could acquire these instruments with the benefit flows that would be distributed until December 31, 2023. Likewise, BLANCO pointed out that this acquisition option would be extended to those lenders regarding the interests that must be paid according to their respective schedules until December 31, 2023, inclusive;
106. It is important to note that through LETTER 4412, the SMV ordered the suspension of the calls to participants' meetings in which the discussion and approval of the offer in question had been scheduled;
107. Likewise, through LETTER 4451 the SASP ordered the suspension of the securities offering that BLANCO would be carrying out and various information regarding said offering was requested. Likewise, through Letter No. 4793-2023-SMV/10.2 of October 20, 2023, BLANCO was requested to publish LETTER 4451 as an important fact, which was reported as such by said administrator on October 20, 2023;
108. It should be specified that according to the important facts of September 22, 2023 and the documents in the file,

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría the offering of private debt instruments of the BP8 Fund is not framed within the cases considered by article 5 of the LMV (now article 5 of the TUO LMV). Since, considering the characteristics of the holders of the participation certificates in the FUNDS, said offering is not directed exclusively to institutional investors. 17 This is because the FUNDS are public offering investment funds registered according to the General Regime, so not all participants are institutional investors;
109. In that sense, taking into account the foregoing, it is necessary to analyze if the offering of the negotiable private debt instruments of the BP8 Fund falls within the scope of a primary public offering of securities, according to the provisions established in the Peruvian legal framework, that is, in the LMV and in the relevant regulatory norms that allow delimiting its nature;
110. Therefore, in order to determine if the offering of securities in the present case qualifies or not as a public offering of securities, it is necessary to perform an analysis based on the definition of public offering of securities contained in the cited article 4 of the LMV (now article 4 of the TUO LMV) and the complementary legislation that develops said concept;
111. Now, it should be noted that articles 5 and 6 of the ROPPV develop the different elements that determine the condition of a public offering of securities, contained in the definition of article 4 of the LMV (now article 4 of the TUO LMV), so, considering the information obtained in the investigation carried out, it proceeds to analyze if the referred offering of the debt instruments of the BP8 Fund qualifies as a public offering of securities or not, from the development of each of said elements;
a) On the condition of securities
112. According to article 3 of the LMV (now article 3 of the TUO LMV) securities are those issued in a massive and freely negotiable manner that confer to their holders credit, ownership or patrimonial rights, or those of participation in the capital, the patrimony or the profits of the issuer. Regarding this, according to the information provided by BLANCO, the securities to be issued are negotiable private debt instruments of the BP8 Fund (hereinafter, BP8 INSTRUMENTS);
113. With respect to the BP8 INSTRUMENTS, it should be noted that, according to the interim financial statements of BLANCO as of June 30, September 30 and December 31, 2023, BLANCO does not administer an investment fund named "Fondo BP8", so it is presumed that this fund was to be newly structured to carry out this offering of private debt instruments. Likewise, it should be noted that the private debt instruments would confer to their potential holders credit rights in the BP8 Fund with a nominal annual interest rate of 12% in soles and for a term of 15 months. Likewise, according to BLANCO, these private debt instruments would be negotiable;
114. With respect to the fact that the BP8 INSTRUMENTS were to be issued in a massive manner, it should be noted that, according to article 5 of the ROPPV, massive issuance is considered to be that which is carried out not only simultaneously, but

17 According to article 3 and Annex 1 of the INSTITUTIONAL INVESTORS REGULATION.

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría also successive as part of the same financial operation or as part of financial operations of a similar nature, of a number of homogeneous or non-homogeneous securities among themselves. Likewise, said article states that the issuance of a number of securities greater than ten (10) securities carries the presumption, unless proof to the contrary, of having been the object of mass issuance;
115. In this context, considering that BLANCO offered these negotiable private debt instruments to the participants of the FUNDS in the amount equivalent to the benefit flows to be distributed until December 31, 2023 to the participants of the FUNDS, it is considered that the potential issuances of the BP8 INSTRUMENTS as part of this financial operation would be, at least, a certificate to be delivered to each participant of the FUNDS to whom the returns of September 30, 2023 would have to be paid, considering that the CALL FOR ASSEMBLIES was on September 22, 2023, which could be issued not only simultaneously, but also successively as part of this financial operation;
116. Consequently, according to note 1 b) to the interim financial statements of BLANCO as of September 30, 2023, the number of participants in BP6 SOLES and BP7 DOLLARS was 342 and 236, respectively, that is, a total of 578 participants; therefore, the total number of private debt instruments to be potentially issued would exceed 10 securities. Likewise, these private debt instruments were to be issued in soles and would pay a nominal annual interest rate of 12% in soles and have a term of 15 months, so they would be homogeneous securities among themselves;
117. In this sense, the requirement of "mass issuance" contemplated in letter b) of article 5 of the ROPPV is met; therefore, the BP8 INSTRUMENTS to be issued would constitute securities within the scope of the term established in article 5 of the ROPPV;
b) Adequately disseminated invitation
118. Regarding the means used to offer the BP8 INSTRUMENTS to the participants of the FUNDS, it has been accredited that this was through the material events of September 22, 2023, which were not only known to said participants but, insofar as it was communicated as a material event, it was informed to the market in general so that any potential investor learned of such future issuance of the BP8 INSTRUMENTS;
119. Taking into account such material events, it must be noted that according to article 6, letter a) of the ROPPV, the invitation referred to in article 4 of the LMV (now article 4 of the TUO LMV) is any manifestation of will that has as its purpose an invitation to offer, a simple offer or another that has as its object to make or receive proposals related to an investment act. Which can be carried out either directly or through third parties;
120. Thus, according to the cited norm, any manifestation of will or offer that has as its purpose to make or receive any proposal that is linked to an investment act, that is, that has as its object to carry out legal acts either of placement or disposal of securities constitutes an invitation within the scope established in article 4 of the LMV (now article 4 of the TUO LMV) and article 6 of the ROPPV;
121. Therefore, considering that BLANCO was the future issuer of the BP8 INSTRUMENTS issued on behalf of the new private investment

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría fund BP8, the offering of said investment alternative by BLANCO to the holders of the participation certificates of the FUNDS constitutes an invitation in the terms established in the provisions indicated. This is because, said offers necessarily have as their purpose to receive investment proposals and to be concretized in legal acts of placement of said securities;
122. Likewise, taking into account what is stated in the previous consideration, it is valid to conclude that said invitations made by BLANCO were adequately disseminated, thus complying with what is provided in article 6, letter b) of the ROPPV;
c) Directed to the General Public or to certain segments of it
123. Regarding this criterion, it has been accredited that the offer of BP8 INSTRUMENTS subject of the present administrative sanctioning procedure was directed, in principle, to the participants of the FUNDS to whom BLANCO offered to cancel the amounts for commitments that the FUNDS had regarding mutual schedules and pending benefits to be paid until December 31, 2023, that is, claims of the FUNDS in favor of the participants, receiving in exchange BP8 INSTRUMENTS;
124. Then, this primary offer of BP8 INSTRUMENTS was directed, in particular, to a segment of BLANCO's clients who had to meet certain characteristics or requirements, it is necessary to analyze if this would constitute a segment of the public, in the terms of the ROPP;
125. In effect, article 6, letter d) of the ROPPV defines the segment of the public as the set of persons determined or not, who, according to the circumstances, require the protection referred to in article 2 of the cited regulation, when their number is such that it involves the public interest. Likewise, it establishes that such protection is required when, in order to the possibility of access to relevant information by said persons and/or that it be processed by them, they find difficulties to adopt a free and informed decision regarding the invitation made;
126. In this sense, it is important to take into account what is stated in article 2 of the ROPPV, that is, the need for protection of investors, which constitutes an indispensable condition to attribute to a certain offer of securities, the character of public;
127. In this way, considering what is established in the mentioned article, to determine the need for protection it is necessary to conclude that due to the characteristics of the recipients of the offer it is required that these have all the information that is demanded in a public offer, in order to only by accessing it, they can take a duly informed decision about it, based on equal treatment, which guarantees among others, the same conditions;
128. On the other hand, without prejudice to what is stated, it must be taken into account, the presumption of need for investor protection, contained in the second paragraph of said letter d) of article 6 of the ROPPV, by which it is considered that for the purposes of its qualification as a segment of the public, a set of recipients composed of a number equal to or greater than one hundred (100) persons involves the public interest;

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría
129. In the present case, according to what is stated in the previous considerations, the number of BLANCO's clients, who were holders of the participation certificates of the FUNDS as of September 30, 2023, amounted to 578, of which 342 were from BP6 SOLES FUND and 236, from BP7 DOLLARS FUND. Likewise, the number of participants of the FUNDS as of June 30, 2023 amounted to 537, of which 331 were from BP6 SOLES FUND and 206, from BP7 DOLLARS FUND. Consequently, we are facing a number of participants that on the day of the CALL FOR ASSEMBLIES was greater than 500;
130. Thus, there is a presumption that the persons recipients of the primary offer of the BP8 INSTRUMENTS proposed by BLANCO require the protection provided for in the regulations. Therefore, in principle, said set of recipients of the offer would qualify as a segment of the public;
131. It is worth reiterating that BP6 SOLES FUND and BP7 DOLLARS FUND were registered in the RPMV according to the General Regime on June 1, 2018 and March 31, 2022, respectively; that is, they are not registered according to the Simplified Regime, in which offers directed exclusively to institutional investors are registered;
132. Thus, the participants of the FUNDS would need to have access to all the necessary information in order to only by accessing it, they can adopt duly informed decisions or they can correct some situation of difficulty in processing said information, as established in article 6, letter d) of the ROPPV;
133. Therefore, considering what is stated in the preceding letters, in observance of letter d) of article 6 of the ROPPV, the number of investors to whom the primary public offer of BP8 INSTRUMENTS was directed would require the protection referred to in article 2 of the ROPPV, therefore the adequately disseminated invitation mentioned above would have been directed to a segment of the public;
d) Legal act referred to the placement or disposal of securities
134. Regarding this last criterion, article 6°, letter e) of the ROPPV, in concordance with article 4 of the LMV (now article 4 of the TUO LMV), provides that the invitation of the offer must deal with a legal act related to the placement of securities, which must have the nature of an investment act, whatever its characteristics. In this sense, it can be a sales contract, loan, exchange; that is, it can be any act by which a person disposes of part of its patrimony with the objective of receiving a return;
135. In the case under analysis, the future acquisition of the BP8 INSTRUMENTS by the holders of the participations of the FUNDS was to be carried out based on a financial operation consisting of said holders canceling all the amounts for commitments of the FUNDS regarding mutual schedules and pending benefits to be paid until December 31, 2023, which are claims of the FUND in favor of the participants, that is, assets of the participants, and in exchange receiving BP8 INSTRUMENTS in the amounts corresponding to each participant. These debt instruments would pay the participants who accept the offer a nominal annual interest rate of 12% in soles for a term of 15 months;
136. Then, the acquisition of the BP8 INSTRUMENTS

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría by the participants would be carried out based on a disposition of the patrimony of the participants, in this case composed of claims against the FUNDS regarding pending benefits to be paid and payable, as well as interest from the loan contracts, with the objective of receiving a return for said investment, considering the applicable interest rate, described above;
137. Taking this into account, it is observed that the invitation would have been for the participants of the FUNDS as potential investors to carry out an investment act by acquiring securities, in this case BP8 INSTRUMENTS, to be placed by BLANCO on behalf of the new BP8 investment fund;
138. For the reasons stated, in the present case, there are sufficient indications that would allow concluding that the offer of the BP8 INSTRUMENTS meets all the elements that configure a primary public offering of securities;
Indications of the realization of a concealed public offering of securities by BLANCO
139. Considering the analysis carried out previously, the offer of the BP8 INSTRUMENTS would meet all the criteria established in the regulations to be qualified as a public nature securities offering, therefore, the same should comply with all the requirements established by the regulations for public offerings of securities;
140. Regarding this, article 49 of the LMV (now article 51 of the TUO LMV), cited previously, provides that public offerings of securities require the prior inscription of the same in the RPMV, with the exceptions indicated in the same article;
141. In this sense, by determining that there are indications that the offer of the mentioned certificates would constitute one of public nature, it corresponds that the issuance programs, as well as the securities to be offered, are duly inscribed in the RPMV and that the informative documents are registered in the same, in accordance with what is established in articles 4 and 11 of the ROPPV, in concordance with what is provided in article 49 of the LMV (now article 51 of the TUO LMV);
142. Therefore, what is stated would indicate that there are indications that allow presuming that BLANCO would have carried out a primary public offering of the BP8 INSTRUMENTS on behalf of a new investment fund to be structured named BP8 FUND without having inscribed said securities in the RPMV and without having complied with registering the corresponding prospectus in said registry;
DEFENSES PRESENTED
143. BLANCO states that it expressly recognizes, in writing and without questioning, its responsibility for the infringement contemplated in the present charge imputed to it, therefore it requests that its recognition be taken into consideration for its respective evaluation;
144. On the other hand, regarding the second charge, that is, to carry out a public offering of debt instruments on behalf of an investment fund without having previously inscribed the securities in the Registry, BLANCO states that it is important to clarify that it never constituted the BP8 Fund and the call for

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría proposed restructuring and relaunch of the funds was suspended, in that sense no benefit was obtained from the infringement, on the contrary, it was a commercial proposal in favor of the participants of the BP6 SOLES and BP7 DOLLARS funds, therefore there was no concrete quantifiable detriment in the market and that has generated repercussion in the market. Likewise, BLANCO did not have intent to commit the infringement subject of analysis;
145. BLANCO has adopted and will continue to adopt the necessary and adequate measures to comply with the securities market regulations applicable to it;
EVALUATION OF THE DEFENSES
146. On this matter, BLANCO has recognized the commission of the infringement subject of charge;
147. In effect, in the present administrative sanctioning procedure it has been demonstrated that it was determined that the offer of the BP8 INSTRUMENTS qualified as a public offering of securities in attention to that it met the elements established in the regulations to be considered as such, as described below;
148. According to the imputed facts, BLANCO proposed to the participants of the FUNDS an "exchange offer" through which they would cancel the commitments they have regarding mutual schedules and pending benefits to be paid until December 31, 2023. For this, the claims in the FUNDS will be canceled against the delivery of instruments representing debt of the BP8 Fund for 15 months and at an interest rate of 12% nominal annual in soles. It should be noted that through Office No. 4412-2023-SMV/10.2 of September 26, 2023 18 the SMV required BLANCO, among others, the suspension of said assemblies;
149. It should be noted that, according to the interim financial statements of BLANCO as of June 30, September 30 and December 31, 2023, BLANCO does not administer an investment fund named "BP8 Fund", therefore it is presumed that this fund was to be newly structured to carry out this offer of private debt instruments. According to what was stated by BLANCO in its defenses it did not constitute the BP8 Fund, however and as will be developed below, it is evident that constitutive acts of such offer were carried out inviting its own clients to acquire securities charged to the BP8;
150. The characteristics of the public offer are the following:
151. First, the BP8 INSTRUMENTS would confer to their potential holders credit rights in the BP8 Fund with a nominal annual interest rate of 12% in soles and for a term of 15 months. Likewise, according to what BLANCO stated, these private debt instruments would be negotiable;
152. Regarding that the BP8 INSTRUMENTS were to be issued in a massive form, it is taken into account that BLANCO offered these negotiable private debt instruments to the participants of the FUNDS, who as of September 30, 2023, the number of participants in BP6 SOLES and BP7 DOLLARS was

18 File No. 2023040605.

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría 342 and 236, respectively, that is, a total of 578 participants; therefore, the total number of private debt instruments to be potentially issued would exceed 10 securities, meeting the requirement of "mass issuance" contemplated in letter b) of article 5 of the ROPPV, therefore the BP8 INSTRUMENTS to be issued would constitute securities within the scope of the term established in article 5 of the ROPPV;
153. Second, it has also been determined that the means used to offer the BP8 INSTRUMENTS to the participants of the FUNDS was through the material events of September 22, 2023, which were not only known to said participants but, insofar as it was communicated as a material event, it was informed to the market in general so that any potential investor learned of such future issuance of the BP8 INSTRUMENTS;
154. Considering that BLANCO was the future issuer of the BP8 INSTRUMENTS issued on behalf of the new private BP8 investment fund, the offering of said investment alternative by BLANCO to the holders of the participation certificates of the FUNDS constitutes an adequately disseminated invitation in the terms established in article 4 of the LMV and article 6 of the ROPPV. This is because, said offers necessarily have as their purpose to receive investment proposals and to be concretized in legal acts of placement of said securities;
155. Third, it has been accredited that the offer of BP8 INSTRUMENTS subject of the present administrative sanctioning procedure was directed, in principle, to the participants of the FUNDS to whom BLANCO offered to cancel the amounts for commitments that the FUNDS had regarding mutual schedules and pending benefits to be paid until December 31, 2023, that is, claims of the FUNDS in favor of the participants, receiving in exchange BP8 INSTRUMENTS;
156. In the present case, according to what is stated in the previous considerations, the number of BLANCO's clients, who were holders of the participation certificates of the FUNDS as of September 30, 2023, amounted to 578, of which 342 were from BP6 SOLES Fund and 236, from BP7 DOLLARS Fund. Likewise, the number of participants of the FUNDS as of June 30, 2023 amounted to 537, of which 331 were from BP6 SOLES Fund and 206, from BP7 DOLLARS Fund. Consequently, we are facing a number of participants that on the day of the Call for Assemblies was greater than 500;
157. Thus, there is a presumption that the persons recipients of the primary offer of the BP8 INSTRUMENTS proposed by BLANCO require the protection provided for in the regulations. Therefore, in principle, said set of recipients of the offer would qualify as a segment of the public;
158. Therefore, the participants of the FUNDS would require the protection referred to in article 2 of the ROPPV and therefore, have access to all the necessary information in order to only by accessing it, they can adopt duly informed decisions or they can correct some situation of difficulty in processing said information, as established in article 6, letter d) of the ROPPV;
159. Fourth, the acquisition of the BP8 INSTRUMENTS by the participants would be carried out based on a disposition of the patrimony of

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and the authorship the participants, in this case composed of claims against the FUNDS for concept of pending payment benefits and payables, as well as interest on the loan contracts, with the objective of receiving a return for said investment, considering the nominal annual interest rate of 12% in soles for a term of 15 months;
160. Taking this into account, it is observed that the
invitation would have been for the participants of the FUNDS as potential investors to perform an investment act through the acquisition of securities, in this case INSTRUMENTS BP8, to be placed by BLANCO on behalf of the new BP8 investment fund;
161. For the foregoing, in the present case, there are
sufficient indications to conclude that the offer of INSTRUMENTS BP8 complies with all the elements that constitute a primary public offer of securities, so it must comply with all the requirements established by the regulations for public offers of securities and therefore, the program of issuance, as well as the securities to be offered and the respective informational documents must have been previously registered in the RPMV, so it has been proved the non-compliance with Article 49 of the LMV;
IV. EVALUATION OF THE SANCTION
162. According to Article 348 of the LMV and Article
25 of the SANCTIONS REGULATION, in accordance with Article 248, paragraph 3 19, of the TUO LPAG, the administrative sanctions imposed must take into account the criteria set forth by the LMV, the SANCTIONS REGULATION and the TUO LPAG;
163. Within this framework, the evaluation of the sanction
must consider: a) offender's antecedents; b) recidivism; c) the circumstances of the commission of the offense; d) the damage caused and the repercussion on the market; e) the illicit benefit resulting from the commission of the offense; f) probability of detection of the offense; g) gravity of the damage to the public interest and/or protected legal interest; h) the existence or not of intent in the offender's conduct;
164. In that sense, each of the
sanction criteria is evaluated;
165. With regard to sanction antecedents, it must
be stated that, according to Article 25 of the SANCTIONS REGULATION, antecedents constitute final sanctions imposed within a period of four (4) years

19
"Article 248°.- Principles of administrative sanctioning power (...)
3. Reasonableness.- Authorities must foresee that the commission of the sanctionable conduct does not result in more advantage
for the offender than complying with the infringed rules or assuming the sanction. However, the sanctions to be applied must be proportional to the non-compliance qualified as an offense, observing the following criteria that are indicated for purposes of their graduation:
a) The illicit benefit resulting from the commission of the offense; b) The probability of detection of the offense; c) The gravity of the damage to the public interest and/or protected legal interest; d) The economic damage caused; e) Recidivism, for the commission of the same offense within a period of one (1) year from when the resolution sanctioning the first offense became final. f) The circumstances of the commission of the offense; and g) The existence or not of intent in the offender's conduct".

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and the authorship prior to the commission of the offense to be sanctioned;
166. In this sense, from the review carried out in said
period it has been verified that BLANCO, with respect to the first offense referred to the non registration of corporate bonds previously in the RPMV, presents as sanction antecedent the imposed by Assistant Superintendent Resolution SMV No. 041-2020-SMV/10 of October 27, 2020;
167. Through said resolution, BLANCO was sanctioned
with a fine of three (03) UIT for having incurred one (01) offense of a grave nature, typified in Annex XVI, paragraph 2, subsection 2.10 of the SANCTIONS REGULATION. It should be noted that said sanction became final on November 18, 2020;
168. As for the offense referred to the non-registration
prior to the offer of debt instruments of the INSTRUMENTS BP8, it has been verified that BLANCO presents as a sanction antecedent the one imposed by Assistant Superintendent Resolution SMV No. 041-2020-SMV/10 and the one imposed by the Assistant Superintendent Resolution SMV No. 007-2023-SMV/10 of February 15, 2023, through this latter resolution, BLANCO was sanctioned with a fine of eight (08) UIT for having incurred one (01) offense of a grave nature, typified in Annex I, paragraph 2, subsection 2.6 of the SANCTIONS REGULATION. It should be noted that said sanction became final on March 8, 2023;
169. With reference to recidivism for the commission of
the same offense, the final sanction imposed by the SMV within a period of one (1) year prior to the commission of the offense to be sanctioned is taken into account. In that sense, it must be stated that considering what was stated regarding the sanction antecedents, BLANCO does not record sanctions for the commission of the offenses subject of analysis in the present administrative sanctioning procedure, in the mentioned period, so the situations that configure a recidivism are not presented;
170. As for the circumstances of the commission of the
offense, it must be stated that BLANCO, in its capacity as a company supervised by the SMV, at the date the events occurred, knew the regulations that regulate the securities market and its mandatory compliance with respect to the case evaluated in the present administrative sanctioning procedure; however, it incurred in the two (2) offenses charged;
171. From the analysis of the information in the
file it was determined that on June 30, 2022 on behalf of BP7 DOLLARS, BLANCO issued the "First Issuance of the First Corporate Bond Program FI BP7 DOLLARS", for the amount of USD 1,060,000, for which it carried out a primary public offer of corporate bonds on behalf of the FUNDS and placed them with institutional and non-institutional investors, without complying with the dispositions of a public offer required by the TUO LMV and the ROPPV;
172. Considering the analysis carried out, the offer of the
corporate bonds carried out by BLANCO on behalf of the FUNDS complied with all the criteria established in the regulations to be qualified as an offer of public nature, so it must comply with all the requirements established by the regulations for public offers of securities and by therefore, it must have previously registered in the RPMV the issuance programs, the securities to be offered and the respective informational documents, in accordance with what

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and the authorship established in Articles 4 and 11 of the ROPPV, in accordance with what is provided in
Article 49 of the LMV;
173. As for the non-registration prior to the RPMV of
the debt securities to be issued by the BP8 Fund, it is observed that through the important facts of September 22, 2023, BLANCO disclosed to the market the calls for Participants' Assembly of the FUNDS for September 29 and October 5, 2023, proposing to the participants of the FUNDS a "exchange offer" through which they would cancel the commitments they have for concept of loan schedules and pending payment benefits until December 31, 2023, for this purpose the claims in the FUNDS would be cancelled against the delivery of instruments of the BP8 Fund for 15 months and at an interest rate of 12% nominal annual in soles;
174. From the analysis of the important facts of September 22
2023 and the documents in the file, it was observed that the offer of the private debt instruments of the BP8 Fund is not framed within the situations considered by Article 5 of the LMV, since said offer was not directed exclusively to institutional investors;
175. BLANCO in its defenses states that the
structuring of the corporate bond issuance was elaborated at all times as a private offer and that the commercial terms, the agreements with the bondholder representative, the proposal for invitation to bondholders was structured always thinking of a private offer. However, upon notification of Letter No. 4880-2022-SMV/10 of September 23, 2022 and upon verifying the responsibility of BLANCO, it decided to withdraw the publications made. Likewise, BLANCO indicates that it recognizes that the publicity generated that the offer was distorted into a public offer, so it took the necessary measures to remedy such defect and continue with the private offer, as the issuance was structured from the beginning;
176. On this matter, it should be noted that it is not
admissible as a favorable circumstance for BLANCO that, this society administrator with 5 years of operation in the securities market at the time the events occurred and part of an economic group with experience in the management of private investment funds since 2012 20, considers that it was carrying out a private offer of securities, when it used its social networks and website to advertise this offer, that is, inviting the general public. It should be noted that both the processes of the entity that structure the offer and elaborate the terms of this must be in sync with the processes that advertise the offer, in such a way as not to violate the rules on public offer of securities;
177. With regard to the offer of INSTRUMENTS BP8,
BLANCO states in its defenses that it is important to specify that it never constituted the BP8 Fund. Regarding this, it should be noted that through the important facts an offer was made to participants of the FUNDS for the delivery of instruments of the BP8 Fund for 15 months and at an interest rate of 12% nominal annual in soles, in exchange for claims of these participants with the FUND, without specifying if this fund was constituted or was about to be constituted;
178. Likewise, it must be indicated that despite the

20 In the 2021 annual report, BLANCO states that, in July 2012, the Blanco Group launched its first two private investment funds through Blanco Sociedad de Inversiones S.A.C.

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and the authorship suspension of the public offer disposed of by Letter No. 4880-2022-SMV/10 of September 23 2022, BLANCO reiterated its conduct with the offer of the INSTRUMENTS BP8; that is, despite the circumstances that led to the aforementioned suspension of the offer of the year 2022, after one year, the SMV had to again dispose of the suspension of another offer, that of the referred instruments, by Letter No. 4451- 2023-SMV/10.2 of September 28, 2023; that is, from the facts stated, it is derived a recurrent conduct on the part of the administrator regarding the realization of public offers without registering them previously in the Public Registry of the Securities Market;
179. As for the damage caused and the repercussion on
the market, it must be specified that, by suspending the offer of corporate bonds by the FUNDS, the financial obligations with the investors who bought these bonds were supposedly converted from bonds into money loans, as would be derived from the notes to the interim financial statements as of September 30 2022, December 30, 2022 and audited annual financial statements of 2022 of the FUNDS. Therefore, investors could have been affected by not having evaluated the risk of investing in a financial product different from the one initially offered to them;
180. With regard to what was stated, it must be indicated that the
suspension of the placement implied that BLANCO did not place bonds according to its objective as a placement amount, whose investment should have allowed it to generate flows that in turn would allow it to meet its obligation with the bondholders. By not fulfilling said objective, the bondholders to whom the bonds were indeed placed assumed an additional risk of non-payment not foreseen as part of the initial conditions at the time of evaluating and adopting the investment decision in said bonds;
181. Likewise, it must be indicated that the bondholders
assumed an opportunity cost linked to the non-payment of interest and principal of the bonds, cost associated with the administrative intervention process of BLANCO on April 17 2024, the suspension of its operating authorization on September 20, 2024 and the revocation of said authorization on November 8, 2024 21;
182. Without prejudice to the foregoing, it must be indicated that the
realization of public offers without the prior registration of the securities in the RPMV is a conduct that contributes significantly to the increase in the perception of risk of investing in this type of financial instruments, and also may constitute an incentive for, under the denomination of private offer, to structure issuances of securities without providing the market, through the RPMV, all the relevant information to said issuances, avoiding in this way the tutelage of investors;
183. Likewise, this type of actions does have repercussion on
the market since the purposes pursued by the requirements that the regulations require for public offers carried out by entities authorized by the SMV are violated. Thus, a public offer carried out without the prior registration of the securities in the RPMV, in addition to the lack of transparency, generates additional risks to investors derived from the non-requirement, compliance or supervision of the obligations that issuers of securities and representatives of

21 Intervention: Assistant Superintendent Resolution SMV No. 017-2024-SMV/10. Suspension: Superintendent Resolution No. 117-2024-SMV/02. Revocation: Superintendent Resolution No. 136-2024-SMV/02.

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and the authorship bondholders;
184. With regard to the illicit benefit resulting from the
commission of the offense, it must be stated that by carrying out public offers of corporate bonds issued against the FUNDS and of private debt instruments to be issued by the BP8 Fund without previously registering the securities in the RPMV, besides having participated in the placement of corporate bonds, BLANCO saved the costs that must be assumed in order not to affect the legal interests related to the protection of the investor, transparency and integrity of the market; which implies carrying out the registration of the securities in the RPMV, complying with the transparency requirements in the presentation of important facts related to the issuances while the securities are registered in the RPMV, among others;
185. With regard to the probability of detection of the
offenses, it must be indicated that for the first offense it was necessary to gather and evaluate publicity disseminated in different media, which led to the notification of Letter No. 4880-2022-SMV/10 of September 23, 2022, information that was complemented, among others, by a letter presented on September 7, 2022 by a group of investors who indicated they were holders of the bonds and information requested by Letter No. 5245-2022-SMV/10 of November 17, 2022. On the other hand, with regard to the second offense, it was detected as a result of information requests made by Letter No. 4252-2023-SMV/10 of September 15 2023 BLANCO and Letter No. 4412-2023-SMV/10.2 of September 26, 202, which was complemented with the information that various participants made available to the Investor Ombudsman, from which it is derived that for the obtaining of the necessary information to determine possible indications of offense and imputation of charges, it was necessary to resort to sources external to the SMV, which in large part were not public information, but formed part of the records of the systems own to BLANCO or that were available to investors;
186. In that sense, for both offenses the
probability of their detection was low;
187. With regard to the gravity of the damage to the public interest
and/or protected legal interest, BLANCO considers that it has not caused damage to the concrete and determinable public interest; however, its conduct in the commission of the offense analyzed in the present sanctioning procedure has caused damage to the public interest since public offers of securities have been made without presenting them previously to the RPMV and consequently to all recipients of such offers, the information necessary for the recipients of the offers to have sufficient and timely information to adopt their investment decisions;
188. It is necessary to specify that a situation of this
nature would not have occurred if the offers of the securities had been public since the relevant regulations establish the information that must be provided to potential investors through the RPMV, within a framework of transparency;
189. In this sense, it must be taken into account that the non
prior registration in the RPMV of a security offered publicly affects the protected legal interest referred to the protection of the investor, since it is the investor who must be provided with all the necessary information to be able to take a due investment decision;

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendency
Electronically signed document within the framework of Law No. 27269, Law on Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and the authorship
190. Likewise, as mentioned, the lack of
prior registration of a security in the RPMV affects the principle of transparency since the market will not have true, sufficient and timely information that allows other investors, regardless of not opting to acquire said security, to be able to know said security as well as the issuer that backs it. In a private offer directed exclusively to institutional investors, said investors have the sufficient knowledge to ask the right questions, require and obtain the necessary information to adopt a sensible investment decision, appreciate and assume the risk of a securities investment, among others, characteristics that are not necessarily observed in a public offer, so there is an impact on the legal interests of investor protection and transparency;
191. These situations contravene what is established in the
LMV and in the ROPPV, which threatens the adequate development and integrity of the market, creating distrust among its participants;
192. With regard to the existence or not of intent, it
must be stated that it has been evidenced that BLANCO acted with intent in the commission of the first offense. Indeed, the following indications reflect the intent of BLANCO to carry out a public offer without having previously registered the securities in the RPMV:
a) It cannot be invoked in its defense that, being a specialized manager in administration of mutual funds and public and private investment funds authorized by the SMV since 2017 and part of an economic group with experience in the management of private investment funds since 2012 22, ignore the limitations established by the LMV and by the ROPPV referred to the placement of securities by private offer, aspects that by the nature of its business of administration of private funds, it necessarily had to know. b) The offer of the corporate bonds of the FUNDS was carried out massively through the social networks and website of BLANCO and mailing (mass emails to a list of contacts), as has been described and explained in the present report, without observing that the offer of the securities is private as BLANCO states that it structured at the beginning. Therefore, the offer of the securities was directed to natural persons who required the tutelage referred to in Article 2 of the RPPV. c) The corporate bonds were not only offered but according to what was informed by BLANCO they did reach placement and issuance in a period of 3 months from June 30 to August 31, 2022 for a total number of 271 to 59 natural persons, of which 53 are non-institutional investors;
193. The above evidences that BLANCO did not have the
intention to register the securities issued against the FUNDS in the RPMV, which is also evident when advertising the offer of securities on social networks, website and mass emails carried out in a period of 3 months, which was clearly a public offer and only withdrawing the publicity after the receipt of Letter No. 4880-2022-SMV/10 of September 23, 2022;
194. With regard to the existence or not of intent in

22 In the 2021 annual report, BLANCO states that, in July 2012, the Blanco Group launched its first two private investment funds through Blanco Sociedad de Inversiones S.A.C.

PERU Ministry of Economy and Finance

the conduct of the offender in relation to the second infraction, we must indicate that BLANCO acted with intent in the commission of the second infraction, as follows:
a) BLANCO has been a manager specialized in the administration of mutual funds and public and private investment funds authorized by the SMV since 2017 and part of an economic group with experience in the management of private investment funds since 2012 23, so it cannot ignore the limitations established by the LMV and by the ROPPV regarding the placement of securities by private offer, aspects that by the nature of its private fund administration business, it necessarily had to know. b) The offer of the securities to be issued from the BP8 Fund was disseminated through the material facts of September 22, 2023, in which it was reported that it was proposed to the participants of the BP6 SOLES and BP7 DÓLARES funds, an "exchange offer" through which they would cancel the commitments they had for concept of mutual schedules and benefits pending payment until December 31 of 2023, which evidences a clear invitation disseminated to its clients who required the protection referred to in article 2 of the RPPV. c) Likewise, it should be added that BLANCO not only disseminated the proposal to the participants through material facts but also prepared the DOCUMENTS, which it sent to the participants of the BP6 SOLES and BP7 DÓLARES funds via emails, which evidences that it had a dissemination strategy crafted on the offer of the instruments;

It must be indicated that this is the second time (the first in
2022 and the second in 2023) that BLANCO attempted to evade the responsibilities generated by the LMV and by the ROPPV, despite the fact that the first time it was warned by the SMV about the conduct of a public offer, which proves that BLANCO did not have the intention to register the securities issued from the FUNDS in the RPMV;
In addition to the above, it is necessary to analyze the
exempting and mitigating conditions of liability established in article 257° of the TUO LPAG 24;
Regarding the mitigating factors of liability, it must
be indicated that BLANCO has recognized, in a precise, concise, clear, express and

23 In the 2021 annual report, BLANCO states that, in July 2012, the Blanco Group launched its first two private investment funds through Blanco Sociedad de Inversiones S.A.C. 24 "Article 257.- Exempting and mitigating conditions of liability for infractions 1.- The following constitute exempting conditions of liability for infractions:
a) Force majeure or fortuitous event duly proven. b) Acting in compliance with a legal duty or the legitimate exercise of the right of defense. c) Mental incapacity duly proven by the competent authority, provided that it affects the aptitude to understand the infraction. d) Mandatory order from a competent authority, issued in the exercise of its functions. e) Error induced by the Administration or by confusing or illegal administrative provision. f) Voluntary remediation by the possible sanctioned party of the act or omission imputed as constitutive of administrative infraction, prior to the notification of the charge referred to in paragraph 3) of
article 235.
2.- The following constitute mitigating conditions of liability for infractions:
a) If an administrative sanctioning procedure has been initiated, the offender recognizes their responsibility in an express and written manner.
In cases where the applicable sanction is a fine, it is reduced to an amount no less than half of its amount. b) Others established by special regulation."

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría unconditionally and in writing, their responsibility for the commission of the infractions subject to charges;

Likewise, regarding the contribution of the offender
to its clarification, it is necessary to state that BLANCO has contributed to the clarification of the facts linked to the infractions object of the present sanctioning procedure;
Regarding the remediation carried out with
subsequent to its request contemplated in article 26, letter c) 25 of the SANCTIONS REGULATION, it must be indicated that although BLANCO suspended the offer and withdrew the advertising of the latter when notified with Office No. 4880-2022- SMV/10 of September 23, 2022, thereby remedying the request and cessing the conduct; however, it must be specified that with this it did not reverse the fact itself that is imputed to it, that is, with the suspension of the offer not all previous acts in which it incurred disappeared, nor the communication to the market of the advertising that it issued, since as has been demonstrated, the offer and advertising cited was received by the general public and accepted by those investors to whom it reached and acquired the securities;
Likewise, regarding the second infraction it must
be indicated that BLANCO suspended the exchange offer it was carrying out in compliance with the mandate contained in Office No. 4451-2023-SMV/10.2 of September 28 of 2023; however, it must be specified that the illegal conduct incurred is not possible to be remedied given that although it could cease its conduct and therefore no longer generate the consequences of its infraction, with this it did not reverse the fact itself that is imputed to it, that is, with the suspension of the offer not all previous acts in which it incurred disappeared nor the communication to the market through the material facts since as has been demonstrated, the offer and advertising carried out through the cited facts was received by the general public and in particular by its own clients;
Regarding the voluntary remediation of the
infraction as an exempting condition of liability, it must be indicated that, according to the facts exposed, there was no voluntary remediation since BLANCO suspended the offer when it was notified with Offices No. 4880-2022-SMV/10 and No. 4451-2023-SMV/10.2 respectively regarding the first and second infraction, respectively;
In this sense, in accordance with what is determined
in article 257, paragraph 1 of the TUO LPAG, it is not observed that in the present case any of the scenarios that constitute exempting conditions of liability have been configured;
For the reasons stated, it is concluded that BLANCO has
incurred in two (2) very serious infractions according to paragraph 1.1, numeral 1, letter A) of Annex III of the SANCTIONS REGULATION, which establishes as an infraction of the participants 26 in a POP: "To make a public offer without having previously registered

25 Article 26.- Mitigating Factors of Liability for infractions the following:
(...) c) Remediation carried out subsequent to its request or to the start of the administrative sanctioning procedure.
26 Article 4.- Terms and Definitions
For the purposes of this Regulation, the following words have the scope indicated:
(...)

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría the securities in the Registry or having registered the corresponding prospectus, except for the exception cases established in the regulation";

In accordance with what is established in article 33°
of the SANCTIONS REGULATION, the very serious infraction is sanctionable with a fine no less than fifty (50) and up to seven hundred (700) Tax Units (Tax Units) (UIT), with suspension of the operating authorization for a period no less than ten (10) days and up to forty-five (45) days, or with the revocation of the operating authorization;
In this sense, considering the gravity of the
infractions incurred, the damage to the public interest, the affectation to the legal goods of transparency and investor protection, and the facts exposed as
part of the sanction evaluation, this Adjunct Superintendency considers that
it corresponds to sanction Blanco with a fine. However, in the present procedure, the 50% reduction of the fine established in accordance with what is provided in article 26 27, letter a), paragraph 1 of the SANCTIONS REGULATION will be taken into account regarding the infractions evaluated;

In accordance with what is provided in article 32, paragraphs 16 and 17, of the Regulation of Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF.

RESOLVES:

Article 1º.- Declare that Blanco S.A.C. ex
Fund Administrator Society has incurred one (1) very serious infraction typified in paragraph 1.1, numeral 1, letter A) of Annex III of the Regulation of Sanctions, approved by CONASEV Resolution No. 035-2018-SMV/01 and its modifications, for not complying with what is provided in article 49 of the Securities Market Law, approved by Legislative Decree No. 861 and its modifications, according to what is exposed in this resolution, by having carried out a primary public offer of securities with corporate bonds, on behalf of the funds it administers, without having registered said securities in the RPMV and without having complied with registering the corresponding prospectus in said registry.

Article 2º.- Declare that Blanco S.A.C. ex
Fund Administrator Society has incurred one (1) very serious infraction typified in paragraph 1.1, numeral 1, letter A) of Annex III of the Regulation of Sanctions, approved by CONASEV Resolution No. 035-2018-SMV/01 and its modifications, for not complying with what is provided in article 49 of the Securities Market

q) Participant: Natural or legal person who directly or indirectly participates in the securities market or in the collective fund system. Includes, as appropriate, the directors of: i) the legal entities of the entities to which the SMV grants operating authorization and ii) the issuers of public offer securities. 27 "Article 26.- MITIGATING CONDITIONS OF LIABILITY The following constitute mitigating conditions of liability for infractions:
a) Recognition of liability by the offender in an express and written manner, once the administrative sanctioning procedure has been initiated.
When the applicable sanction is a fine, it is reduced, taking into account the following:

If the recognition of the infraction is presented within the deadline granted for the presentation of defenses,
the amount of reduction will be fifty percent (50%).
(...)
The recognition of responsibility regarding an infraction must be done in a precise, concise, clear, express and unconditional manner, and must not contain ambiguous or contradictory expressions; otherwise, it will not be understood as a recognition. If defenses are presented, despite having made a recognition of responsibility, it will be understood as a non-recognition, and the authority will proceed to evaluate the defenses"

PERÚ Ministry of Economy and Finance

SMV
Superintendencia del Mercado de Valores
Documento electrónico firmado digitalmente en el marco de la Ley N° 27269, Ley de Firmas y Certificados Digitales, su Reglamento y modificatorias. La integridad del documento y la autoría Law, approved by Legislative Decree No. 861 and its modifications, according to what is exposed in this resolution, by having carried out a primary public offer of securities with debt instruments on behalf of a new investment fund that was going to structure without having registered said securities in the RPMV and without having complied with registering the corresponding prospectus in said registry.

Article 3º.- Sanction Blanco S.A.C. ex
Fund Administrator Society with a fine of with 120 UIT equivalent to S/ 552,000.00 (Five hundred fifty-two thousand and 00/100 Soles) for the provisions of articles 1° and 2° of this resolution.

Article 4º.- This resolution does not exhaust the administrative
path, unless it is consented, and may be challenged before the Adjunct Superintendency of Prudential Supervision by filing the reconsideration or appeal resource presented before the same, within the deadline of fifteen (15) business days counted from the day following its notification.

Article 5º.- In the event that the present
resolution is not subject to challenge through reconsideration or appeal within the deadline of fifteen (15) business days of being notified and becomes final, it must be published on the Institutional Page of the SMV in the Unique Digital Platform of the Peruvian State, in observance of what is provided in paragraph 1, article 7º of the Policy on dissemination of normative projects, general character legal norms, early agenda and other administrative acts of the SMV, approved by Resolution SMV No. 014-2014-SMV/01 and its modification, and by what is provided in article 14° of the Sanctions Regulation, approved by SMV Resolution No. 035-2018-SMV/01.

Article 6º.- Transcribe this resolution to
BLANCO S.A.C. ex Fund Administrator Society.
Register, communicate and publish.

Omar Gutiérrez Ochoa
Adjunct Superintendent
Adjunct Superintendency of Prudential Supervision

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