Individual decision · SMV · 18 Apr 2024
The SMV delists classes A and B shares of Volvo Financial Services Empresa de Créditos S.A. from the Public Registry of the Securities Market and the Lima Stock Exchange's Securities Registry. No public offer for acquisition by exclusion is required because all shareholders accepted the delisting. The resolution is disseminated on the SMV website and notified to the issuer, the Lima Stock Exchange, and CAVALI S.A. ICLV.
Electronically signed document within the framework of Act No. 27269, Digital Signatures and Certificates Act, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
Lima, 18 de abril de 2024
The General Intendant of Conduct Supervision
File No. 2024011396, as well as Internal Report No. 480-2024-SMV/11.1, of the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.
Whereas, by means of a document filed on 19 March 2024, Volvo Financial Services Empresa de Créditos S.A. (formerly, Volvo Leasing Perú S.A.), represented by Mr. Cesar Augusto Saavedra Arias, requested the Superintendency of the Securities Market – SMV, through the Single Window system, the exclusion of classes A and B of the shares representing its share capital from the Public Registry of the Securities Market and the Securities Registry of the Lima Stock Exchange;
Whereas, from the evaluation carried out within the framework of the administrative procedure referred to in the preceding recital, it has been verified that, by means of General Intendancy Resolution SMV N° 017-2020- SMV/11.1 of 24 February 2020, classes A and B of the shares representing the share capital of Volvo Leasing Perú S.A. (now, Volvo Financial Services Empresa de Créditos S.A.) were registered in the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange;
Whereas, by means of SBS Resolution N° 02310-2022 of 22 July 2022, the Superintendency of Banking, Insurance and AFP – SBS authorized the conversion of Volvo Leasing Perú S.A. into a Credit Company, under the name of Volvo Financial Services Empresa de Créditos S.A., as provided for in article 288 of the General Law of the Financial System and the Insurance System and Organic Law of the SBS, Law Nº 26702;
Whereas, it has been noted that at the General Shareholders' Meeting of Volvo Leasing Perú S.A. (now, Volvo Financial Services Empresa de Créditos S.A.), held on 30 November 2022, it was indicated that, in accordance with the regulations applicable to credit companies, once the conversion was approved, it was not mandatory to keep the shares representing the share capital of the
PERÚ Ministerio de Economía y Finanzas
SMV
Superintendencia del Mercado 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"
company in the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange, agreeing to initiate the delisting procedure for all shares representing the share capital of Volvo Financial Services Empresa de Créditos S.A. from the aforementioned registries, once the conversion to a credit company is registered; it should be noted that the aforementioned general shareholders' meeting was attended by the shareholder holding 100% of the class A voting shares representing the share capital of Volvo Financial Services Empresa de Créditos S.A.;
That, likewise, it has been observed that by letter dated 21 February 2024, the shareholder holding 100% of the class B non-voting shares representing the share capital of the company granted and confirmed its consent to the decision to delist all shares representing the share capital of Volvo Financial Services Empresa de Créditos S.A.;
That, it has been noted that the conversion authorized by the SBS, of Volvo Leasing Perú S.A. to Volvo Financial Services Empresa de Créditos S.A., is registered in Entry B0007 of Registry Item No. 14189013 of the Registry of Legal Entities of the Lima Registry Office;
That, within the framework of the provisions of article 20, numeral 20.3, of the Regulation for the Registration and Delisting 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, by Letter EMI- 119/2024, the Lima Stock Exchange S.A. indicated that it had no observation regarding the documentation submitted by Volvo Financial Services Empresa de Créditos S.A.;
That, Volvo Financial Services Empresa de Créditos S.A. has complied with submitting the information and documentation required by the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, as well as by the Regulation for the Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Stock Exchange, for the purposes of the delisting of all shares representing the share capital of the aforementioned company;
That, article 39, literal a), of the Single Ordered Text of the Securities Market Law; as well as articles 19, 20 and 23 of the Regulation for the Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Stock Exchange, establish that the delisting of a security from the Public Registry of the Securities Market takes place by reasoned resolution of the Superintendencia del Mercado de Valores – SMV, at the request of the issuer when the registration of the securities originated by its own will;
That, regarding the obligation to carry out a Public Offer for Acquisition by Exclusion – OPC when a security is delisted from the Public Registry of the Securities Market, established in article 41 of the Single Ordered Text of the Securities Market Law and in article 32 of the Regulation on Public Offers for Acquisition and Purchase of Securities by Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amending norms, it must be noted that the delisting of the shares representing the share capital of Volvo Financial Services Empresa de Créditos S.A. falls within the exception for not carrying out an OPC, since from the documentation submitted it has been observed that the holders of all the shares representing the share capital of the
Electronically signed document digitally signed under Law No. 27269, Law on Signatures and Digital Certificates, its Regulation and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
Electronically signed document digitally signed under Law No. 27269, Law on Signatures and Digital Certificates, its Regulation and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
referred company have expressed their acceptance of the decision to delist said securities, as provided in article 37, literal c), of the Regulation on Public Offers for Acquisition and Purchase of Securities by Exclusion;
That, article 7, numeral 6, of the Policy on Dissemination of Regulatory Projects, General Legal Norms, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its amending norms, 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 SMV Institutional Page on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and,
In accordance with the provisions of article 39, literal a), of the Single Ordered Text of the Securities Market Law; articles 19, 20, 21 and 23 of the Regulation on Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Stock Exchange; 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 No. 216-2011-EF and its amendments, which empowers the General Intendancy of Conduct Supervision to order the delisting of securities from the Public Registry of the Securities Market.
Article 1.- To order the delisting of classes A and B of the shares representing the share capital of Volvo Financial Services Empresa de Créditos S.A. from the Public Registry of the Securities Market.
Article 2.- To rule in favor of the delisting of the securities indicated in the preceding article from the Securities Registry of the Lima Stock Exchange.
Article 3.- To disseminate this resolution on the SMV Institutional Page on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).
Article 4.- To transcribe this resolution to Volvo Financial Services Empresa de Créditos S.A. as issuer; to the Lima Stock Exchange S.A.; and, to CAVALI S.A. ICLV.
Register, communicate and disseminate.
Alix Godos
General Intendant
General Intendancy of Conduct Supervision
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The documents this one cites, and the documents that cite it.
“approved by SMV Resolution No. 031-2012-SMV/01 and its amendments”
“approved by Supreme Decree No. 216-2011-EF and its amendments”
“approved by SMV Resolution No. 014-2014-SMV/01 and its amending norms”
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