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"

SMV Deputy Superintendency Resolution No. 071-2024-SMV/11

Lima, 14 November 2024

WHEREAS:

Administrative File No. 2024045039, as well as Report No. 1531-2024-SMV/11.1 dated 13 November 2024, issued by the General Superintendency of Conduct Supervision (hereinafter, IGSC) of the Deputy Superintendency of Market Conduct Supervision (hereinafter, SASCM).

CONSIDERING:

That, within the framework of the provisions of article 12 of the Regulation on Public Offerings for Acquisition and Purchase of Securities for Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amendments (hereinafter, OPA Regulation), by letter 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 Offering for 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, by Official Letter No. 4952-2024-SMV/11.1 dated 04 November 2024, the IGSC made observations to Desarrollos Perú SpA related to admissibility requirements, granting it a period of two (2) business days for the respective correction;

That, by letter submitted on 06 November 2024, Desarrollos Perú SpA responded to Official Letter No. 4952-2024-SMV/11.1, indicating among others that it is processing an administrative exception procedure regarding certain OPA requirements, which includes the information required through the aforementioned official letter; the pronouncement of the SMV Board of Directors being pending;

That, by SMV Deputy Superintendency Resolution No. 069-2024-SMV/11 dated 08 November 2024 (hereinafter, Suspension Resolution), the suspension of the OPA formulated by Desarrollos Perú SpA was ordered, until the SMV resolves on the exception request submitted by the offeror regarding compliance with certain requirements provided in the OPA Regulation and it is determined that there are no grounds that justify the suspension of said offer, as provided by article 17 of the cited regulation;

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Electronic document di gitally signed within the framework of Law No. 27269, Law of Di gital Signatures and Certificates, its Regulation and amendments.
The integrity of the document and the authorship of the( s) si gnature( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml

That, in session of 12 November 2024, the SMV Board of Directors approved the granting of the exception requested by Desarrollos Perú SpA, referring to the presentation of the individual financial information of Plaza Oeste SpA;

That, taking into account that: (i) the suspension of the OPA on the common shares of Falabella Perú S.A.A. was due to the fact that Desarrollos Perú SpA did not present the audited annual individual financial information as of 31 December 2023 of Plaza Oeste SpA and the quarterly individual financial information as of 30 June 2024 of Plaza Oeste SpA; (ii) in session of 12 November 2024, the SMV Board of Directors granted the exception requested by Desarrollos Perú SpA, referring to the audited annual individual financial information as of 31 December 2023 of Plaza Oeste SpA and the quarterly individual financial information as of 30 June 2024 of Plaza Oeste SpA, in the terms proposed by the Offeror; and, (iii) article 56, literal g), of the OPA Regulation, establishes that the SMV may require from any of the parties involved in the OPA all information related to the offer, as well as demand corrections and complementary elements; it is considered that the suspension of the OPA formulated by Desarrollos Perú SpA on the common shares of Falabella Perú S.A.A. must be lifted and, therefore, it is appropriate that said offer be resumed, leaving without effect the provisions of the Suspension Resolution;

That, without prejudice to the foregoing, it must be borne in mind that in compliance with the obligations of information disclosure within the framework of a public offering of securities, it is the responsibility of the offeror that said information be truthful, sufficient and timely, in accordance with the provisions of article 10 of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, and that, likewise, it is also responsible, jointly, with its principal administrative officer, for the truthfulness, clarity, sufficiency and timeliness of the entire content of the Informative Prospectus of said public offering, in accordance with the last paragraph of Annex II of the OPA Regulation; and,

In accordance with the provisions of article 43, numeral 26, of the Regulation of Organization and Functions of the Superintendencia del Mercado de Valores, approved by Supreme Decree No. 216-2011-EF.

RESOLVES:

Article 1.- To leave without effect the suspension of 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), ordered by means of Deputy Superintendence Resolution SMV N° 069-2024-SMV/11 of 08 November 2024, for the reasons set forth in the recitals of this resolution.

Article 2.- Desarrollos Perú SpA is responsible for ensuring that the information disclosed in the framework of the aforementioned public offer of acquisition is truthful, sufficient and timely, in accordance with the provisions of Article 10 of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, and is also responsible, jointly with its principal administrative officer, for the truthfulness, clarity, sufficiency and timeliness of the entire content of the Informative Prospectus of said public offer, in accordance with the last paragraph of Annex II of the Regulation of Public Offer of Acquisition and Purchase of Securities by Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amendments.

Article 3.- To communicate this resolution to the Lima Stock Exchange S.A. for its immediate dissemination to the market, as well as to 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 4.- To 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 Capital Sociedad Agente de Bolsa S.A., in its capacity as intermediation agent; and, to the Lima Stock Exchange S.A.

Register, communicate and disseminate.

Carlos Rivero Zevallos
Deputy Superintendent
Deputy Superintendence of Market Conduct Supervision

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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