Individual decision · SMV · 12 Jul 2023
The General Intendancy of Conduct Supervision ordered the exclusion of Metalúrgica Peruana S.A.'s investment shares from the Public Registry of the Securities Market and ruled in favor of their exclusion from the Lima Stock Exchange's Securities Registry. The exclusion was based on cessation of public interest, evidenced by null trading of the shares on the Exchange over the last three years. The resolution also found that the exclusion falls within an exception to the requirement to carry out a Public Tender Offer for Exclusion. The resolution is to be disseminated on the SMV's institutional page and transcribed to Metalúrgica Peruana S.A., CAVALI S.A. ICLV, and the Lima Stock Exchange.
PERÚ Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities
“Decade of Equal Opportunities for Women and Men” “Year of unity, peace and development”
Lima, 12 July 2023
The General Intendant of Conduct Supervision
File No. 2023025974, as well as Internal Report No. 1001-2023-SMV/11.1 of 12 July 2023, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision of the Superintendency of the Securities Market;
That, by document submitted on 09 June 2023, Metalúrgica Peruana S.A. requested the Superintendency of the Securities Market – SMV, through the Single Window system, the exclusion of its investment shares from the Public Registry of the Securities Market and from the Securities Registry of the Lima Stock Exchange, due to cessation of public interest in the security, as provided by article 39, subsection d), of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, and article 23, second paragraph, subsection (i), of the Regulation for Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, approved by SMV Resolution No. 031-2012-SMV/01 and its amending norms;
That, from the evaluation carried out within the framework of the administrative procedure to which this Resolution refers, it has been verified that by CONASEV Resolution No. 076-80-EF/94.10 of 11 August 1980, the registration of the labor shares (today, investment shares) of Metalúrgica Peruana S.A. in the Public Registry of the Securities Market of the SMV and in the Securities Registry of the Lima Stock Exchange was ordered;
That, by Universal Shareholders' Meeting of Metalúrgica Peruana S.A. of 09 May 2023, it was unanimously agreed to exclude the investment shares of Metalúrgica Peruana S.A. from the Public Registry of the Securities Market and from the Securities Registry of the Lima Stock Exchange;
That, within the framework of the provisions of article 20, numeral 20.3, of the Regulation for Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, by Letter EMI-
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344/2023, the Lima Stock Exchange indicated that it had no observation regarding the information presented by Metalúrgica Peruana S.A.;
That, Metalúrgica Peruana S.A. has presented the information and documentation requirements 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 Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, for the purposes of the exclusion of the investment shares of the referred company;
That, article 39, subsection d), of the Single Ordered Text of the Securities Market Law; and article 23, second paragraph, subsection (i), of the Regulation for Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, establish that the exclusion of a security from the Public Registry of the Securities Market takes place by reasoned resolution of the Superintendency of the Securities Market – SMV, when the cessation of public interest is verified, which in the case of shares of capital stock or investment shares, registered at the request of the issuer or the holders of securities, is evidenced when such securities have had null or scarce trading during the last three (03) years;
That, in accordance with article 39, subsection d), of the Single Ordered Text of the Securities Market Law and article 23, second paragraph, subsection (i), of the Regulation for Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, the cessation of public interest in the investment shares of Metalúrgica Peruana S.A. has been evidenced, since such securities have had null trading in the Stock Exchange during the last three (03) years, as stated by the Lima Stock Exchange by Letter EMI-344/2023;
That, on the other hand, regarding the obligation to carry out a Public Tender Offer for Exclusion – OPC when a security is excluded 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 for Public Tender Offer for Acquisition and Purchase of Securities for Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amending norms, it must be noted that the exclusion of the investment shares of Metalúrgica Peruana S.A. is within the exception cause for not carrying out an OPC, contemplated both in article 23, second paragraph, subsection (i), of the Regulation for Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, and in article 37, literal a), of the Regulation for Public Tender Offer for Acquisition and Purchase of Securities for Exclusion;
That, article 7, numeral 6, of the Policy on Dissemination of Regulatory Projects, Legal Norms of General Character, 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 exclusion of securities from the Public Registry of the Securities Market must be disseminated through the Institutional Page of the SMV 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, subsection d), of the Single Ordered Text of the Securities Market Law; articles 20, 21 and 23 of the
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Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange; as well as by article 46, numeral 6, of the Regulation of Organization and Functions of the Superintendence 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 exclusion of securities from the Public Registry of the Securities Market.
Article 1°.- To order the exclusion of the investment shares of Metalúrgica Peruana S.A. 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 disseminate this Resolution 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 Metalúrgica Peruana S.A., as issuer; to CAVALI S.A. ICLV; and, to the Lima Stock Exchange S.A.
Register, communicate and disseminate.
Signed by: GODOS GARCIA Alix Fernando
Reason:
Alix Godos
General Intendant
General Intendancy of Conduct Supervision
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The documents this one cites, and the documents that cite it.
“as provided by article 39, subsection d), of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF”
“article 46, numeral 6, of the Regulation of Organization and Functions of the Superintendence of the Securities Market, approved by Supreme Decree No. 216-2011-EF and its amendments”
“article 7, numeral 6, of the Policy on Dissemination of Regulatory Projects... approved by SMV Resolution No. 014-2014-SMV/01 and its amending norms”
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