Individual decision · SMV · 21 Jul 2025
The Securities Market Superintendence (SMV) orders the exclusion from the Public Registry of the Securities Market of the securities known as the "Seventh Issuance of the First Corporate Bond Program of Banco Falabella Peru" and the underlying issuance program itself, due to the total cancellation of obligations and the expiration of the program's validity period. The resolution also approves the exclusion of these securities from the Lima Stock Exchange's Securities Register and confirms that an Exclusionary Public Buy Offer is not required. The decision is communicated to the issuer, the bondholders' representative, the Lima Stock Exchange, and CAVALI S.A. I.C.L.V.
PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
"Decade of Equal 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 of 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 Resolution SMV No. 034-2025-SMV/11.1 Lima, July 21, 2025 The General Superintendent of Conduct Supervision Seen:
File No. 2025025895, as well as Internal Report No. 993-2025-SMV/11.1, from the General Superintendent of Conduct Supervision of the Adjunct Superintendence of Market Conduct Supervision. Considering:
That, by means of a written submission presented on June 12, 2025, Banco Falabella Peru S.A. requested the Securities Market Superintendence – SMV, through the Single Window system, the exclusion of the securities denominated "Seventh Issuance of the First Corporate Bond Program of Banco Falabella Peru", which were registered and placed under the framework of the "First Corporate Bond Program of Banco Falabella Peru", in the Public Registry of the Securities Market and in the Securities Register of the Lima Stock Exchange, by total cancellation of the obligations derived from them; That, it has been verified that by means of a Directorial Resolution of Issuers No. 080-2010-EF/94.06.3, of October 21, 2010, within the framework of an expedited procedure, the issuance program denominated "First Corporate Bond Program of Banco Falabella Peru" was registered, up to a maximum amount of S/ 250,000,000.00 (Two Hundred Fifty Million and 00/100 Soles) or its equivalent in United States Dollars, and the corresponding Master Prospectus was registered, in the Public Registry of the Securities Market; That, on December 16, 2014, within the framework of the "First Corporate Bond Program of Banco Falabella Peru" and under an automatic approval procedure, the securities denominated "Seventh Issuance of the First Corporate Bond Program of Banco Falabella Peru" were registered, up to S/ 100,000,000.00 (One Hundred Million and 00/100 Soles), and the respective Complement to the Master Prospectus was registered, in the Public Registry of the Securities Market and, subsequently, said securities were registered in the Securities Register of the Lima Stock Exchange; That, from the evaluation of the documentation presented by Banco Falabella Peru S.A., it has been verified the presentation of the documents referred to the total cancellation of the obligations derived from the securities
PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 2 Electronically signed document in the framework of Law No. 27269, Law of 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 denominated "Seventh Issuance of the First Corporate Bond Program of Banco Falabella Peru"; That, Banco Falabella Peru S.A. has complied with presenting the information and documentation required by the Single Text of the Law of the Securities Market, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, as well as by the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange Wheel, for the purposes of the exclusion of the securities denominated "Seventh Issuance of the First Corporate Bond Program of Banco Falabella Peru"; That, from the information on file in the Public Registry of the Securities Market, it has been observed that with the exclusion of the securities "Seventh Issuance of the First Corporate Bond Program of Banco Falabella Peru", all securities registered under the framework of the "First Corporate Bond Program of Banco Falabella Peru" will be excluded from the Public Registry of the Securities Market; that the validity period of the aforementioned issuance program has expired, making it impossible to carry out new issuances and/or placements of securities under the same; and, that the cessation of public interest has occurred; complying with what is established in the last paragraph of article 25 of the Regulation on Primary Public Offering and Sale of Securities, approved by Resolution CONASEV No. 141-98-EF/94.10 and its modifying norms, which states that with respect to programs, the exclusion operates when the validity period of registration has expired and no value has been placed under the program or when, having been placed, the value or values are excluded from the Public Registry of the Securities Market; That, article 39, letters b) and d), of the Single Text of the Law of the Securities Market; as well as articles 20 and 23 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange Wheel, 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 extinction of rights over the security operates, by amortization, total redemption or other cause, and when the cessation of public interest operates; That, in this sense, taking into consideration that
article 15 of the Single Text of the Law of the Securities Market establishes that
in section a) of the Public Registry of the Securities Market securities and issuance programs are registered, the stated in the preceding consideration also applies to issuance programs, since these are subject to registration in said Registry; That, regarding the obligation to carry out a Public Buy Offer for Exclusion – OPC when a value is excluded from the Public Registry of the Securities Market, established in article 41 of the Single Text of the Law of the Securities Market and in article 32 of the Regulation on Public Offering of Acquisition and Purchase of Securities by Exclusion, approved by Resolution CONASEV No. 009-2006-EF/94.10 and its modifying norms; it must be noted that the exclusion of the securities "Seventh Issuance of the First Corporate Bond Program of Banco Falabella Peru" falls within the causal exception for the non-performance of an OPC, contemplated both in article 23 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange Wheel, as well as in article 37, letter a), of the Regulation on Public Offering of Acquisition and Purchase of Securities by Exclusion;
PERU Ministry of Economy and Finance
SMV
Securities Market
Superintendence
"Decade of Equal 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 of 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 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 Resolution SMV No. 014-2014- SMV/01 and its modifying 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 subject to dissemination through the SMV Institutional Website on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and, Being subject to what is provided for in articles 15 and 39, letters b) and d), of the Single Text of the Law of the Securities Market; articles 19, 20, 21 and 23 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange Wheel; article 25 of the Regulation on Primary Public Offering and Sale of Securities; as well as by article 46, numeral 6, of the Regulation on Organization and Functions of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Superintendent of Conduct Supervision to order the exclusion of securities from the Public Registry of the Securities Market. Resolves:
Article 1.- Order the exclusion of the securities
denominated "Seventh Issuance of the First Corporate Bond Program of Banco Falabella Peru", corresponding to the "First Corporate Bond Program of Banco Falabella Peru", from the Public Registry of the Securities Market.
Article 2.- Rule in favor of the exclusion of the
securities indicated in the preceding article from the Securities Register of the Lima Stock Exchange.
Article 3.- Order the ex officio exclusion of the
issuance program denominated "First Corporate Bond Program of Banco Falabella Peru" from the Public Registry of the Securities Market.
Article 4.- Disseminate this resolution on the
SMV Institutional Website on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).
Article 5.- Transcribe this resolution to Banco
Falabella Peru S.A., in its capacity as issuer; to Scotiabank Peru S.A.A., in its capacity as Representative of the 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 Superintendent of Conduct Supervision
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“article 7, numeral 6, of the Policy on Dissemination of Regulatory Projects... approved by Resolution SMV No. 014-2014-SMV/01”
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