PERÚ Ministerio de Economía y Finanzas
SMV
Superintendency of the Market de Valores

“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"

Superintendencia Adjunta SMV Resolution No. 069-2024-SMV/11

Lima, 08 November 2024

WHEREAS:

Administrative File No. 2024045039, the briefs submitted by Desarrollos Perú SpA in the context of this file and Report No. 1480-2024-SMV/11.1, issued by the Intendencia General de Supervisión de Conductas (hereinafter, IGSC) of the Superintendencia Adjunta de Supervisión de Conductas de Mercados (hereinafter, SASCM);

CONSIDERING:

That, within the framework of the provisions of article 12 of the Reglamento de Oferta Pública de Adquisición y de Compra de Valores por Exclusión, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amendments (hereinafter, the OPA Regulations), by means of a brief submitted on 30 October 2024, Desarrollos Perú SpA notified the Superintendencia del Mercado de Valores – SMV and the Bolsa de Valores de Lima S.A. of its decision to initiate a Public Offer of Acquisition – OPA to acquire a minimum number of 3,900,857,048 common shares representing the share capital of Falabella Perú S.A.A. (approximately 99.75% of the total number of common shares) and up to a maximum number of 3,910,402,341 common shares of said issuer (100% of the common shares); attaching various information and/or documentation;

That, in accordance with article 136, numeral 136.6, of the Texto Único Ordenado de la Ley del Procedimiento Administrativo General, approved by Supreme Decree No. 004-2019-JUS (hereinafter, TUO de la LPAG), by means of Official Letter No. 4952-2024-SMV/11.1 of 04 November 2024, the IGSC made observations to Desarrollos Perú SpA related to the admissibility requirements, granting it a period of two (2) business days for the respective correction;

That, by means of a brief submitted on 06 November 2024, Desarrollos Perú SpA stated that a request for exception is in process regarding requirements related to the individual financial information of Plaza Oeste SpA, specifying that on 05 November 2024 it has submitted an extension to said exception petition, and it is pending that it be elevated to the Board of Directors of the SMV for its corresponding evaluation, so that said body may resolve on it;

That, taking into account that article 9, numeral 6, of the Reglamento de Organización y Funciones de la Superintendencia del Mercado de Valores, approved by Supreme Decree No. 216-2011-EF, and article 10, penultimate paragraph, of the OPA Regulations, provide that it corresponds to the Board of Directors of the SMV

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to rule on requests for exception to compliance with requirements established in the regulations on the matter; it is necessary that the grounds of the exception request of Desarrollos Perú SpA be subject to evaluation and the respective ruling by the competent body of the SMV;

That, in accordance with the provisions of article 56 of the Texto Único Ordenado de la Ley del Mercado de Valores, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, when there is any circumstance that, in the opinion of the SMV, may affect the interest of investors, said entity may order the suspension of the public offering of a specific security, until said deficiency is corrected. In this line, article 17 of the OPA Regulations provides that the SMV, at its discretion, by means of a reasoned resolution may suspend or annul the validity of a public offer of acquisition at any time when it detects, among others, the existence of insufficient information or when practices or activities are carried out that affect market transparency or the interest of investors;

That, in the present case, with the purpose of privileging the principle of transparency, the orderly development of the market and the protection of investors, in accordance with the provisions of article 1 of the Texto Único Concordado de la Ley Orgánica de la SMV, approved by Legislative Decree No. 26126, this Superintendencia Adjunta considers that the OPA formulated by Desarrollos Perú SpA on the common shares of Falabella Perú S.A.A. must be suspended, since, until the requested exceptions are evaluated and the Board of Directors of the SMV rules on them, the offer does not comply with the information requirements demanded by the OPA Regulations in the terms of said regulatory norm;

That, the suspension of the public offer of acquisition shall remain in force, until the ruling of the Board of Directors of the SMV on the exception process of Desarrollos Perú SpA is issued. During the suspension of the validity of the OPA, in accordance with the last paragraph of article 17 of the OPA Regulations, and without prejudice to the fact that the exception request is related to admissibility, it also corresponds to evaluate the feasibility of formulating requirements related to the veracity and sufficiency of the information subject of the informative documents of the OPA;

In accordance with the provisions of article 17 of the de Oferta Pública de Adquisición y de Compra de Valores por Exclusión, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amendments and article 43, numeral 26, of the Reglamento de Organización y Funciones de la SMV, approved by Supreme Decree No. 216-2011-EF.

RESOLVES:

Article 1.- Suspend the Public Offer of Acquisition formulated by Desarrollos Perú SpA for the acquisition of a minimum number of 3,900,857,048 common shares representing the share capital of Falabella Perú S.A.A. (approximately 99.75% of the total number of common shares) and up to a maximum number of 3,910,402,341 common shares of said issuer (100% of the common shares), until the Superintendency of the Securities Market – SMV resolves on the exception request submitted by the offeror regarding compliance with certain requirements provided in the Regulation of Public Offer

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of Acquisition and of Purchase of Securities by Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and amendments, and it is determined that there are no assumptions that justify the suspension of the referred offer, as provided by article 17 of the cited regulation.

Article 2.- Communicate this Resolution to the Lima Stock Exchange S.A. for its immediate dissemination to the market, as well as publish it on the «Institutional Page of the SMV on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv)».

Article 3.- Transcribe this Resolution to Desarrollos Perú SpA, in its capacity as offeror; to Falabella Perú S.A.A., in its capacity as issuer; to Credicorp Sociedad Agente de Bolsa S.A., in its capacity as intermediation agent; and, to the Lima Stock Exchange S.A.

Register, communicate and disseminate.

Reason:

Signed by: RIVERO ZEVALLOS Carlos Fabian FAU 2013

Carlos Rivero Zevallos
Deputy Superintendent
Deputy Superintendency of Market Conduct Supervision

Reason:

Signed by: MENESES CAMARGO Carlos Er

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