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General Superintendency Resolution SMV No. 023-2024-SMV/11.1

Lima, 01 de abril de 2024

The General Superintendent of Conduct Supervision

Vistos:

File No. 2024008838, as well as Internal Report No. 368-2024-SMV/11.1, of the General Directorate of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considerando:

Whereas, by means of a filing submitted on 29 February 2024, Banco GNB Perú S.A. requested the Superintendency of the Securities Market – SMV, through the Single Window system, the delisting of the securities designated «Primer Programa de Bonos Subordinados Banco GNB Perú – Segunda Emisión», which were registered under the «Primer Programa de Bonos Subordinados Banco GNB Perú» in the Securities Market Public Registry and the Securities Registry of the Lima Stock Exchange;

Whereas, by means of General Directorate of Superintendency Resolution SMV No. 107-2016-SMV/11.1 dated 14 October 2016, the issuance program designated «Primer Programa de Bonos Subordinados Banco GNB Perú» was registered, for a maximum amount in circulation of US$ 100’000,000.00 (One Hundred Million and 00/100 United States Dollars) or its equivalent in Soles, and the corresponding Master Prospectus was registered in the Securities Market Public Registry;

Whereas, within the framework of the aforementioned program, on 07 December 2016, under an automatic approval procedure, the securities designated «Primer Programa de Bonos Subordinados Banco GNB Perú – Segunda Emisión» were registered, for a total amount of up to US$ 15’000,000.00 (Fifteen Million and 00/100 United States Dollars), and the corresponding Master Prospectus Supplement was registered in the Securities Market Public Registry and in the Securities Registry of the Lima Stock Exchange;

That, in accordance with the provisions of article 20, numeral 20.1, of the Regulation for the 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 amendatory norms, the SMV forwarded the exclusion request to the Lima Stock Exchange, without said entity having raised any observations to the documentation submitted;

PERÚ Ministerio de Economía y Finanzas
SMV
Superintendency of the Securities 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"

That, from the evaluation of the documentation submitted by Banco GNB Perú S.A. and of the information in the Public Registry of the Securities Market, it has been observed that the securities called «First Subordinated Bond Program Banco GNB Perú – Second Issue» of the «First Subordinated Bond Program Banco GNB Perú» were not placed and that the placement period thereof has expired, resulting in the cessation of public interest and corresponding the application of article 23 of the Regulation for the 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 amendatory norms, which provides —among others— that exclusion shall proceed at the request of the issuer when the placement period has expired without the securities having been placed;

That, Banco GNB Perú S.A. has submitted 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 Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange;

That, article 39, literal d), 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 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 SMV, when the cessation of public interest over said securities occurs;

That, with respect to 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 by Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amendatory norms, it must be noted that the exclusion of the securities called «First Subordinated Bond Program Banco GNB Perú – Second Issue» falls within the exception ground for the non-carrying out of an OPC, contemplated both in article 23 of the Regulation for the 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 by 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, literal d), of the Single Ordered Text of the Securities Market Law; articles 19, 20, 21 and 23 of the 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 Superintendency of the Securities Market,

Electronic document digitally signed within the framework of Law No. 27269, Law of 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

Electronic document digitally signed within the framework of Law No. 27269, Law of 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

Securities, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Superintendency of Conduct Supervision to order the exclusion of securities from the Public Registry of the Securities Market.

Resolves:

Article 1.- To order the exclusion of the securities called «First Program of Subordinated Bonds Banco GNB Perú – Second Issue», corresponding to the «First Program of Subordinated Bonds Banco GNB Perú», 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 Banco GNB Perú S.A., as issuer; to Banco Internacional del Perú S.A.A. – Interbank as Representative of Bondholders; to the Lima Stock Exchange S.A.; and, to CAVALI S.A. I.C.L.V.

Register, communicate and disseminate.

Alix Godos
General Superintendent
General Superintendency of Conduct Supervision