PERU Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities

General Intendancy Resolution SMV No. 001-2020-SMV/11.1

Lima, 02 January 2020

The General Intendant of Conduct Supervision

Whereas:

File No. 2019048682, as well as Internal Report No. 1633-2019–SMV/11.1 of 30 December 2019, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision of the Superintendency of the Market in Securities;

Considering:

That, by document submitted on 10 December 2019, Banco de Crédito del Perú requested the Superintendency of the Market in Securities – SMV, within the framework of an advance procedure, the registration of the issuance program called «Sixth Program of Local Corporate Bonds of BCP», up to a maximum outstanding amount of S/ 3,000,000,000.00 (Three Billion and 00/100 Soles) or its equivalent in other currencies, as well as the registration of the corresponding Framework Prospectus in the Public Registry of the Securities Market – RPMV under the charge of the Superintendency of the Market in Securities – SMV;

That, from the review of the documentation and information submitted as support for the request to which this resolution refers, it has been verified that in the Mandatory Annual Shareholders' Meeting of Banco de Crédito del Perú of 26 March 2013, among others, the issuance of debt-representative instruments was approved, on a revolving basis and without exceeding the outstanding balances of previous issuances, up to an amount of US$ 5,000,000,000 (Five Billion and 00/100 United States Dollars) or its equivalent in national currency or another currency; it should be noted that in the General Shareholders' Meeting of 31 March 2017, the increase of said amount to US$ 6,000,000,000 (Six Billion and 00/100 United States Dollars) or its equivalent in national currency or another currency was approved;

That, within the framework of the agreement indicated in the preceding recital, the Executive Committee of the Board of Directors of Banco de Crédito del Perú in session of 15 May 2019, approved the general terms and conditions of the «Sixth Program of Local Corporate Bonds of BCP», establishing as maximum outstanding amount S/ 3,000,000,000.00 (Three Billion and 00/100 Soles) or its equivalent in other currencies; and, delegated to the Bank's Management and to Messrs. Gianfranco Ferrari De las Casas, César Ríos Briceño, Diego Cavero Belaúnde, Guillermo Morales Valentín, José Luis Muñoz Rivera, Pablo Hurtado Azurduy and Rocío Benavides Montes De Oca, the necessary powers so that any two of them, acting jointly, may determine the terms, conditions and characteristics of the program and of the issuances made within its framework. Likewise, it is necessary to indicate that in the Board meeting of Banco de Crédito del Perú of 29 May 2019, the aforementioned agreements were ratified;

That, by SBS Resolution No. 4181-2019 of 11 September 2019, the Superintendency of Banking, Insurance and Private Pension Fund Administrators – SBS issued a favorable opinion regarding the issuance program called «Sixth Program of Local Corporate Bonds of BCP», up to an amount of S/ 3,000,000,000.00 (Three Billion and 00/100 Soles) or its equivalent in other currencies;

That, Banco de Crédito del Perú has complied with submitting the documentation and information requirements demanded by the Securities Market Law, Legislative Decree No. 861 and its amendatory norms, as well as by the Regulation of Primary Public Offering and Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10, and its amendatory and complementary norms;

That, article 7, numeral 6, of the Policy on 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 amendments, establishes that the decisions contained in administrative resolutions that resolve the registration of securities and the registration of the informative prospectuses corresponding to issuance programs in the Public Registry of the Securities Market, must be disseminated through the Securities Market Portal of the Superintendency of the Market in Securities – SMV (www.smv.gob.pe); and,

In accordance with the provisions of articles 53 and following of the Securities Market Law, as well as article 46, numeral 4, of the Regulation of Organization and Functions of the Superintendency of the Market in Securities, approved by Supreme Decree No. 216-2011-EF, which empowers the General Intendancy of Conduct Supervision to resolve requests made by administered entities related to primary public offerings and to evaluate and/or resolve any procedure related to said offerings.

Resolves:

Article 1.- To order, within the framework of an advance procedure, the registration of the issuance program called «Sixth Program of Local Corporate Bonds of BCP», up to a maximum outstanding amount of S/ 3,000,000,000.00 (Three Billion and 00/100 Soles) or its equivalent in other currencies, as well as the registration of the corresponding Framework Prospectus in the Public Registry of the Securities Market.

Article 2.- The registration of typical securities and the registration of the Supplements to the Framework Prospectus to be used within the framework of the program referred to in article 1 of this Resolution, is understood to be made under an automatic approval procedure as long as Banco de Crédito del Perú maintains the status of qualified entity, in accordance with article 14, numeral 14.3.3, literal a), of the Regulation of Primary Public Offering and Sale of Securities.

Otherwise, the registration of the securities and the registration of the corresponding prospectuses shall be subject to the provisions of numeral 14.3.2 of article 14 of the Regulation of Primary Public Offering and Sale of Securities.

Article 3.- The issues and/or offers made under the program referred to in Article 1 of this resolution, in accordance with the provisions of Article 14, paragraph 14.2.3, of the Regulation on Primary Public Offering and Sale of Securities, may be made during the six (06) years following the date of registration of the corresponding Framework Prospectus, a term that is non-extendable.

After three (03) years from the validity of the program's registration and within the following thirty (30) calendar days, the issuer must submit an updated framework prospectus that consolidates all variations made to it as of the date of its submission, as well as the update of the remaining documentation and information that is pertinent; otherwise, it may not make new offers until it complies with said procedure.

Article 4.- The placement of the securities registered under the «Sixth Program of Local Corporate Bonds of BCP» may be made within a non-extendable term that does not exceed three (03) years, counted from the date of registration of the security in the Public Registry of the Securities Market, as long as the term of validity of the program and the advance procedure have not ended, and the corresponding information and documentation are duly updated.

The placement of the securities may be made only after the framework and complementary issuance contracts have been elevated to public deed, in accordance with the provisions of Article 308 of the General Corporations Law, Law No. 26687.

Article 5.- The registration of the issuance program referred to in Article 1 of this Resolution has not entailed the examination of the economic – financial situation of the issuer and does not imply certification by the Superintendency of the Securities Market – SMV regarding its soundness, the solvency of the issuer, or the risks of the security or the offer; the issuer being responsible for the veracity of the information presented to the market, in accordance with the provisions of Articles 13, 19 and 22 of the Securities Market Law, Legislative Decree No. 861 and its amending norms.

Likewise, the registration of the Program and the registration of the Framework Prospectus do not imply that the Superintendency of the Securities Market – SMV recommends investment in the securities to be issued under said program or expresses a favorable opinion on the business prospects. The documents and information for a complementary evaluation are available to interested parties in the Public Registry of the Securities Market.

Article 6.- Disseminate this Resolution on the Securities Market Portal of the Superintendency of the Securities Market – SMV (www.smv.gob.pe).

Article 7.- Transcribe this resolution to Banco de Crédito del Perú, as issuer, to Credicorp Capital Servicios Financieros S.A., as structuring entity; to Credicorp Capital Sociedad Agente de Bolsa S.A., as placement agent; to Scotiabank Perú S.A.A., as Representative of the Bondholders; to CAVALI S.A. ICLV; and, to the Lima Stock Exchange S.A.A.

Register, communicate and disseminate.

Alix Godos
General Superintendent
General Superintendency of Conduct Supervision