Individual decision · SMV · 18 Mar 2021
The SMV orders the delisting of the shares representing the share capital of Coface Seguro de Crédito Perú S.A. in Liquidation from the Public Registry of the Securities Market and rules in favor of their exclusion from the Securities Registry of the Lima Stock Exchange. No public tender offer by delisting is required because all shareholders accepted the delisting. The resolution is to be published on the SMV portal and transcribed to the issuer, the Lima Stock Exchange, and CAVALI S.A. ICLV.
“Decade of Equal Opportunities for Women and Men” “Year of the Bicentennial of Peru: 200 years of independence” “Perú suyunchikpa Iskay Pachak Watan: iskay pachak watañam qispisqanmanta karun”
Lima, 18 March 2021
The General Director of Conduct Supervision
File No. 2021006672, as well as Internal Report No. 326-2021-SMV/11.1 of 15 March 2021, from the General Directorate of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision;
That, by means of a document submitted on 18 February 2021, Coface Seguro de Crédito Perú S.A. in Liquidation (formerly, Coface Seguro de Crédito Perú S.A.) requested the Superintendency of the Securities Market – SMV, through the Single Window system, the delisting of the shares representing its share capital from the Public Registry of the Securities Market and the Securities Registry of the Lima Stock Exchange;
That, from the evaluation carried out within the framework of the procedure to which this Resolution refers, it has been verified that by means of General Directorate of Conduct Supervision Resolution SMV No. 042-2016-SMV/11.1 of 17 May 2016, the registration of the shares representing the share capital of Coface Seguro de Crédito Perú S.A. was ordered in the Public Registry of the Securities Market, under the responsibility of the SMV, and in the Securities Registry of the Lima Stock Exchange;
That, it has been noted that at the General Shareholders' Meeting of Coface Seguro de Crédito Perú S.A., held on 29 March 2019, the shareholders representing all of the shares representing the share capital of said company agreed, unanimously, among other matters, to the approval of the dissolution and consequent liquidation of the company, in accordance with the provisions of Article 407, item 8, of the General Corporations Act, Act No. 26887; as well as the delisting of the shares representing the share capital of Coface Seguro de Crédito Perú S.A. from the Public Registry of the Securities Market and the Securities Registry of the Lima Stock Exchange, noting that all shareholders of the company accepted to request the delisting and, therefore, waived a potential public tender offer;
That, Coface Seguro de Crédito Perú S.A. in Liquidation has submitted the information and documentation requirements required by the Securities Market Act, Legislative Decree No. 861 and its amending regulations, as well as by the Regulation on the Registration and Delisting of Securities in the
“Decade of Equal Opportunities for Women and Men” “Year of the Bicentennial of Peru: 200 years of independence” “Perú suyunchikpa Iskay Pachak Watan: iskay pachak watañam qispisqanmanta karun”
Public Registry of the Securities Market and in the Trading Floor, approved by SMV Resolution No. 031-2012-SMV/01 and its amending regulations, for the purpose of the delisting of the shares representing its share capital;
That, in accordance with the provisions of Article 20, item 20.1, of the Regulation on the Registration and Delisting of Securities in the Public Registry of the Securities Market and in the Trading Floor, the SMV forwarded the delisting request to the Lima Stock Exchange, without said entity having raised any objections to the documentation submitted;
That, Article 37, subsection a), of the Securities Market Act and Article 19, item 19.1, of the Regulation on the Registration and Delisting of Securities in the Public Registry of the Securities Market and in the Trading Floor, establish that the delisting of a security from the Public Registry of the Securities Market takes place by a reasoned resolution of the SMV and is applicable upon request of the issuer when the registration of the securities originated from its own will;
That, Article 38 of the Securities Market Act, Article 32 of the Regulation on Public Tender Offers and Purchase of Securities by Delisting, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amending regulations, and the last paragraph of Article 19 of the Regulation on the Registration and Delisting of Securities in the Public Registry of the Securities Market and in the Trading Floor, provide that the delisting of a security from the Public Registry of the Securities Market generates the obligation to make a public tender offer by delisting;
That, notwithstanding what is stated in the preceding recital, in the present case the exception of not making a public tender offer by delisting provided for in Article 37, letter c), of the Regulation on Public Tender Offers and Purchase of Securities by Delisting is applicable, since from the agreement recorded in the Minutes of the General Shareholders' Meeting of Coface Seguro de Crédito Perú S.A. of 29 March 2019, it is noted that all holders of the shares representing the share capital of said company expressed their acceptance of the decision to delist said securities;
That, Article 7, item 6, of the Policy on the dissemination of regulatory projects, general legal norms, regulatory agenda and other administrative acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its amending regulations, establishes that the decisions contained in administrative resolutions that resolve the delisting of securities from the Public Registry of the Securities Market must be disseminated through the Securities Market Portal of the Superintendency of the Securities Market (www.smv.gob.pe); and,
In accordance with the provisions of Article 37, literal a), of the Securities Market Law, Articles 19, 20 and 21 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange Trading Floor; as well as Article 46, numeral 6, of the Regulation on Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree N° 216-2011-EF and its amendments, which empowers the General Directorate of Conduct Supervision to order the exclusion of securities from the Public Registry of the Securities Market.
PERU Ministry of Economy and Finance
SMV
Superintendency of the Securities
Market
BICENTENNIAL PERU 2021
“Decade of Equality of Opportunities for Women and Men” “Year of the Bicentennial of Peru: 200 years of independence” “Perú suyunchikpa Iskay Pachak Watan: iskay pachak watañam qispisqanmanta karun”
Article 1°.- To order the exclusion of the shares representing the share capital of Coface Seguro de Crédito Perú S.A. in Liquidation from the Public Registry of the Securities Market.
Article 2°.- To rule in favor of the exclusion of the securities indicated in the preceding article from the Securities Registry of the Lima Stock Exchange.
Article 3°.- To publish this Resolution on the Securities Market Portal of the Superintendency of the Securities Market – SMV (www.smv.gob.pe).
Article 4°.- To transcribe this resolution to Coface Seguro de Crédito Perú S.A. in Liquidation, in its capacity as issuing company; to the Lima Stock Exchange S.A.A.; and, to CAVALI S.A. ICLV.
Register, communicate and publish.
Signed by: GODOS GARCIA Alix Fernando | Reason:
Alix Godos
General Director
General Directorate of Conduct Supervision
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The documents this one cites, and the documents that cite it.
“submitted the information and documentation requirements required by the Securities Market Act, Legislative Decree No. 861”
“approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amending regulations, and the last paragraph of Article 19”
“approved by Supreme Decree N° 216-2011-EF and its amendments, which empowers the General Directorate of Conduct Supervision”
“approved by SMV Resolution No. 014-2014-SMV/01 and its amending regulations, establishes that the decisions contained in administrative resolutions”
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