Individual decision · SMV · 3 Mar 2025
The Securities Market Superintendence (SMV) registers CrediScotia Financiera S.A.'s "Third Corporate Bond Program" with a maximum circulation limit of S/ 500,000,000 and inscribes its "First Issuance" securities for the same amount. The program is restricted exclusively to institutional investors, with a maximum issuance period of six years and a placement window of three years from the registration date. The SMV's role is limited to verifying the submission of required documentation, without validating the issuer's solvency, the quality of the securities, or the risks involved.
PERÚ Ministry of Economy and Finance
SMV
Securities Market
Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 1 Electronically signed document in the framework of Law No. 27269, Law on Digital Signatures and Certificates, 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
General Superintendent of Conduct Supervision Resolution No. 010-2025-SMV/11.1
Lima, March 03, 2025
The General Superintendent of Conduct Supervision
Seen:
File No. 2025007959, as well as Internal Report No. 304-2025-SMV/11.1 dated February 28, 2025, from the General Superintendent of Conduct Supervision of the Adjacent Superintendent of Conduct Supervision of Markets;
Considering:
That, by means of a written request presented on February 24, 2025, CrediScotia Financiera S.A. requested the Securities Market Superintendence – SMV, within the framework of the regime applicable to the Institutional Investor Market, the registration of the issuance program named "Third Corporate Bond Program of CrediScotia Financiera", up to a maximum circulating amount of S/ 500,000,000 (Five Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, and the registration of the Base Prospectus in the "Institutional Investor Market" section of the Public Registry of the Securities Market; as well as the registration of the securities named "Third Corporate Bond Program of CrediScotia Financiera – First Issuance", up to a total amount of S/ 500,000,000.00 (Five Hundred Million and 00/100 Soles), and the registration of the Complement to the Base Prospectus corresponding, in the "Institutional Investor Market" section of the Public Registry of the Securities Market;
That, in the documentation and information presented as support for the request to which this resolution refers, it is appreciated that in the Board of Directors Session of CrediScotia Financiera S.A., held on November 28, 2024, the program named "Third Corporate Bond Program of CrediScotia Financiera" was approved, and powers were granted to Messrs. Víctor Andrés Zúñiga Flores, María Isabel Cárpena Macher, Aldo Sarria Lancho, Raúl Hernán Sánchez Diaz and Rafael Arturo Dejo Zavaleta so that, acting jointly any two of the aforementioned, they may determine the characteristics, terms, conditions and any other aspect of the program and of the issuances within it, that have not been established;
That, by means of SBS Resolution No. 00358-2025 dated January 31, of 2025, the Superintendence of Banks, Insurance and Private Pension Fund Administrators – SBS resolved to give a favorable opinion for CrediScotia Financiera S.A. to carry out the issuance of the "Third Corporate Bond Program of CrediScotia Financiera" up to a maximum circulating amount of S/ 500,000,000 (Five Hundred Million and 00/100 Soles) or its equivalent in United States Dollars;
That, in accordance with what is provided in article 6 of the Regulation of the Institutional Investor Market, approved by SMV Resolution No. 021-2013-SMV/01 and its modifying norms, the competence of the SMV in the procedure for the registration of a public offer directed exclusively to institutional investors who are under the regime of the aforementioned regulation, as well as of the respective program and securities, is limited solely to the verification of the presentation of the documentation or requirements established in the Regulation of the Institutional Investor Market; without this implying a pronouncement or validation regarding the content of the documentation or a certification on the quality, the solvency of the issuer, nor on the risks of the security, of the offer or of the program;
That, in that sense, from the evaluation performed on the documentation presented by CrediScotia Financiera S.A., within the framework of its request, it has been verified that said entity has complied with presenting the requirements established in article 8 of the Regulation of the Institutional Investor Market for the offers indicated in article 2, numeral 2.1, of the aforementioned regulation;
That, article 7, numeral 6, of the Policy on Dissemination of Normative Projects, General Character Legal Norms, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014- SMV/01 and its modifying norms, establishes that the decisions contained in administrative resolutions referred to the registration of issuance programs and securities within the framework of an advance procedure, as well as the registration of the informative prospectuses, in the Public Registry of the Securities Market, must be subject to dissemination through the SMV Institutional Page on the Unified Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and,
Being in accordance with what is provided in article 1 of the Law on Promotion of the Securities Market, Law No. 30050; articles 2, 7, 8 and 10 of the Regulation of the Institutional Investor Market; as well as by article 46, numerals 4 and 6, of the Regulation on Organization and Functions of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF, which empowers the General Superintendent of Conduct Supervision to resolve the requests formulated by the regulated entities linked to primary public offers and evaluate and/or resolve any procedure linked to said offers, as well as to order the registration of the securities in the Public Registry of the Securities Market.
Resolves:
Article 1°.- To order, within the framework of an advance
procedure, the registration of the issuance program named "Third Corporate Bond Program of CrediScotia Financiera", up to a maximum amount in circulation of S/ 500,000,000 (Five Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, and the registration of the Base Prospectus in the
PERÚ Ministry of Economy and Finance
SMV
Securities Market
Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 3 Electronically signed document in the framework of Law No. 27269, Law on Digital Signatures and Certificates, 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
section "Institutional Investor Market" of the Public Registry of
the Securities Market – RPMV.
Article 2°.- To order, within the framework of the "Third
Corporate Bond Program of CrediScotia Financiera", the registration of the securities named "Third Corporate Bond Program of CrediScotia Financiera – First Issuance", up to a total amount of S/ 500,000,000.00 (Five Hundred Million and 00/100 Soles), and the registration of the Complement to the Base Prospectus corresponding in the section "Institutional Investor Market" of the Public Registry of the Securities Market – RPMV.
Article 3°.- The issuances and/or offers that are
carried out by virtue of the registration referred to in article 1 of this resolution, in accordance with what is established in article 11, numeral 11.2, of the Regulation of the Institutional Investor Market, may be carried out during the six (06) years following the date of registration of the issuance program, a term that is of an unextendable nature and must be directed exclusively to institutional investors, in accordance with what is provided by the aforementioned regulation.
Article 4°.- The placement of the securities to be registered
within the framework of the "Third Corporate Bond Program of CrediScotia Financiera", may be carried out within an unextendable term that will not exceed three (3) years, counted from the date of their registration in the Public Registry of the Securities Market – RPMV, provided that the term of the program has not expired.
Article 5°.- The securities issued within the framework of the
Regulation of the Institutional Investor Market can only be subject to offer, subscription, acquisition or placement among institutional investors, in accordance with what is provided in article 6, numeral 6.10, of the aforementioned regulation.
Article 6°.- As long as the issuer maintains securities
registered in the Public Registry of the Securities Market – RPMV, under the shelter of what is established in the general regime of the securities market, the regime of periodic and eventual information disclosure applicable will be that contained in the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, and in the regulatory norms that develop the obligations contained in said law, prevailing over the disclosure regime provided for in the Regulation of the Institutional Investor Market, in accordance with what is established by articles 6, numerals 6.6 and 6.8, and 16 of the Regulation of the Institutional Investor Market.
Article 7°.- The competence of the Securities Market
Superintendence – SMV in the registration procedure referred to in articles 1 and 2 of this resolution is limited solely to the verification of the presentation of the documentation or requirements established in the Regulation of the Institutional Investor Market, without said verification implying a pronouncement or validation regarding its content, or a certification on the quality, the solvency of the issuer, nor on the risks of the security or of the offer.
PERÚ Ministry of Economy and Finance
SMV
Securities Market
Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 4 Electronically signed document in the framework of Law No. 27269, Law on Digital Signatures and Certificates, 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 Likewise, it does not correspond to the Securities Market Superintendence – SMV to pronounce itself regarding claims or complaints that might arise regarding said registration or regarding the offer of securities derived from it, without prejudice to the civil and/or penal responsibilities that might correspond to the responsible parties for the elaboration and presentation of the information.
Article 8°.- The registration of the issuance program and
of the securities referred to in this resolution has not entailed administrative activities of verification, nor inspection, nor audit of the information presented, nor an examination of the economic – financial situation of the issuer and does not imply the certification by the Securities Market Superintendence – SMV on its quality, the solvency of the issuer, nor on the risks of the security or of the offer, in accordance with what is provided by articles 21 and 24 of the Single Ordered Text of the Securities Market Law. Likewise, the registration of the issuance program and of the securities, as well as the registration of the respective informative prospectuses does not imply that the Securities Market Superintendence – SMV recommends investment in the securities or gives a favorable opinion on the business prospects.
Article 9°.- To disseminate this resolution on the
SMV Institutional Page on the Unified Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).
Article 10°.- To transcribe this Resolution to
CrediScotia Financiera S.A., in the capacity of issuer; to Scotiabank Perú S.A.A. in the capacity of Structuring Entity; to Scotia Brokerage Agent Society S.A. in the capacity of placement agent; to CAVALI S.A. I.C.L.V.; and, to the Lima Stock Exchange S.A.
Register, communicate and disseminate.
Alix Godos
General Superintendent
General Superintendent of Conduct Supervision
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The documents this one cites, and the documents that cite it.
“Regulation on Organization and Functions of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF”
“Policy on Dissemination... approved by SMV Resolution No. 014-2014-SMV/01 and its modifying norms”
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