Rule · SMV · 13 Feb 2024
MAV issuers must submit audited annual individual or separate financial information and an Annual Report by 15 April each year, and interim financial information per the quarterly or semi-annual periodicity disclosed in their prospectus, with quarterly periodicity maintained for the program's term. They need not submit a management report or Corporate Sustainability Report, but must file the Code of Good Corporate Governance report from the third year after placement or registration, completing Sections A and B. Information must go through the MVNet System.
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Miraflores, 12 February 2024
Señores
ISSUERS UNDER THE ALTERNATIVE SECURITIES MARKET REGIME (MAV) Presente.-
Ref.: File No. 2024005670
I address you regarding your information obligations as an issuer of securities registered in the Public Registry of the Securities Market – RPMV, in the section "Of securities and/or issuance programs registered in the Alternative Securities Market" (hereinafter, MAV issuers).
In this regard, in accordance with the provisions of the Second Final Complementary Provision of the "Rules for the Preparation, Presentation and Dissemination of Financial Statements, Annual Report and Management Report Applicable to entities supervised by the SMV", approved by SMV Resolution No. 013-2023-SMV/01, published on 10 December 2023 in the Official Gazette El Peruano (hereinafter, the Rules), for the preparation, presentation and dissemination of their financial statements and annual report, the aforementioned Rules are not applicable to MAV issuers; therefore, you must adhere to the provisions of the Alternative Securities Market Regulation – MAV approved by SMV Resolution No. 025-2012-SMV/01 (hereinafter, MAV Regulation), except in cases where said regulation refers to the Rules.
In this context, pursuant to the provisions of articles 19 and 24 of the MAV Regulation, MAV issuers are obliged to submit the following information:
1. Annual audited individual or separate financial information, on the day of its approval by the corresponding body, with the deadline for submission and dissemination being 15 April of each year. The approval of said information is a material fact.
2. Interim individual or separate financial information, on the day of its approval by the corresponding body, according to the periodicity ─quarterly or semi-annual─ that has been disclosed in the informative prospectus for the registration of the security. The approval of said information is a material fact. If the option is made to present financial information on a quarterly basis, this periodicity must be maintained during the term of the program or issuance.
They are not obliged to submit the management report.
3. Annual Report, which must be submitted no later than 15 April of each year, together with the audited annual individual or separate financial information.
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4.1. "Report on Compliance with the Code of Good Corporate Governance for Peruvian Companies", approved by SMV Resolution No. 012-2014-SMV/01, as amended by SMV Resolution No. 014-2022-SMV/01 or the rule that replaces it, as from the third year following the year in which the issuer made the primary placement or secondary registration of its securities. It should be noted that the issuer must complete at least Section A and complete the assessment under the "comply or explain" principle of Section B of the aforementioned report.
4.2. They are not obliged to submit the Corporate Sustainability Report, approved by SMV Resolution No. 018-2020-SMV/02.
The information outlined above must be submitted on the date of its approval by the competent bodies of the issuer in accordance with the provisions of the MAV Regulations and within the maximum periods set forth therein. For further details, an annex with the maximum submission periods is attached. The information shall only be deemed submitted when the following have been complied with: (i) submitting it in full; (ii) sending it within the established periods; (iii) observing the respective specifications; and (iv) having been approved by the respective competent body, with evidence thereof in the document accompanying the information.
The financial statements must be prepared in accordance with the International Financial Reporting Standards – IFRS issued by the International Accounting Standards Board (IASB) in force internationally. Likewise, the annual report must be prepared in accordance with the Regulations for the preparation and submission of Annual Reports, approved by CONASEV Resolution No. 141-98-EF/94.10 and its amending rules, as well as the Manual for the Preparation of Annual Reports, and the Common Rules for determining the Content of Informative Documents, approved by General Management Resolution No. 211-98-EF/94.11 and its amending rules, and the General Corporations Law, Law No. 26887.
It should be noted that, pursuant to the provisions of Article 5, literal c)1, of the Consolidated Text of the Organic Law of the SMV, approved by Decree Law No. 26126 and its amendments, and Article 332 of the Consolidated Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, the rules for the preparation and submission
[1] «Article 5. Powers of the Board of Directors of the Superintendency of the Securities Market (SMV) (…) c) Issue the rules for the preparation and submission of individual and consolidated financial statements and any other supplementary information, ensuring that they reasonably reflect the financial position, the results of operations and the cash flows of the companies and entities within the scope of its supervision, in accordance with the international financial reporting standards (IFRS), as well as monitor their compliance. This rule does not cover the entities that participate in the securities market and that are under the jurisdiction of the Superintendency of Banking, Insurance and Private Pension Fund Administrators (SBS).»
[2] «Article 33.- Banking, Financial, Insurance and AFP Companies.- The financial information referring to banking, financial, insurance and other companies regulated by the Superintendency is submitted in accordance with the provisions established by said institutions.»
of individual and consolidated financial statements and any other supplementary information, as well as the supervision of compliance with such rules, do not cover the entities that participate in the securities market and that are under the jurisdiction of the Superintendency of Banking, Insurance and Private Pension Fund Administrators – SBS, whose financial information must be prepared and submitted in accordance with the provisions established by said institution.
Finally, it should be noted that this circular does not require a response, since its nature is solely guidance, preventive and referential, and therefore it does not exempt your represented entity from the responsibility it has to know, analyze and observe the securities market regulations and, consequently, to fully comply with the information submission obligations that are applicable to it.
Without any other particular, I remain at your service.
Sincerely,
Alix Godos
General Intendant
General Intendancy of Conduct Supervision
Electronic document fi rmado digitally signed under Law No. 27269, Law of Fi rmas and Digital Certificates, its Regulation and amendments.
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PERÚ Ministry of Economy and Finance
SMV
Superintendency of the Market of Securities
“Decade of Equal Opportunities for Women and Men” "Year of the Bicentennial, of the consolidation of our Independence, and of the commemoration of the heroic battles of Junín and Ayacucho"
Legal basis: Rules on the preparation, presentation and dissemination of Financial Statements, Annual Report and Management Report applicable to the entities supervised by the Superintendency of the Securities Market, approved by SMV Resolution No. 013-2023-SMV/01.
Note 1: The Management Report is not required for issuers included in the assumption of numeral 5.2.1, article 5 of the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and on the Stock Exchange, approved by SMV Resolution No. 031-2012-SMV/01 and its amendments.
Electronic document fi rmado digitally signed under Law No. 27269, Law of Fi rmas and Digital Certificates, its Regulation and amendments.
The integrity of the document and the authorship of the( s) fi rma( s) can be verified at https://apps.fi rmaperu.gob.pe/web/validador.xhtml
PERÚ Ministry of Economy and Finance
SMV
Superintendency of the Market of Securities
“Decade of Equal Opportunities for Women and Men” "Year of the Bicentennial, of the consolidation of our Independence, and of the commemoration of the heroic battles of Junín and Ayacucho"
Legal basis: Regulation of the Alternative Securities Market ─ MAV, approved by SMV Resolution No. 025-2012-SMV/01, and its amendments.
| Type of Information | Period | Mandatory date | Deadline |
|---|---|---|---|
| Interim individual or separate financial statements | 4th Quarter 2023 | On the same day of its approval | 15/02/2024 |
| 1st Quarter 2024 | 30/04/2024 | ||
| 2nd Quarter 2024 | 31/07/2024 | ||
| 3rd Quarter 2024 | 31/10/2024 | ||
| 4th Quarter 2024 | 17/02/2025 | ||
| 2nd Half 2023 | On the same day of its approval | 15/02/2024 | |
| 1st Half 2024 | 31/07/2024 | ||
| 2nd Half 2024 | 17/02/2025 | ||
| Audited annual individual or separate financial statements | 2023 | On the same day of its approval | 15/04/2024 |
| Annual report | 2023 | On the same day of its approval | 15/04/2024 |
Legal basis: Regulation of the Institutional Investors Market, approved by SMV Resolution No. 021-2013-SMV/01, and its amendments.
Note 2: The deadlines are subject to the provisions of Art. 183, numeral 5, of the Peruvian Civil Code: “A deadline whose last day is a non-business day expires on the first following business day.”
Note 3: The information must be submitted through the MVNet System.
Note 4: The information must: (i) be submitted completely; ii) be sent within the established deadlines; iii) comply with the respective specifications; and, (iv) have been approved by the respective corporate body, leaving record of this in the document accompanying the information.
Av. Santa Cruz 315
Miraflores
Central : 610- 6300 www.smv.gob.pe
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