Individual decision · SMV · 21 Jan 2025
The Securities Market Superintendence (SMV) approves the registration of Santander Financiamientos S.A.'s "First SURGIR Negotiable Deposit Certificate Issuance Program" and its first issuance, each with a maximum circulation amount of S/ 350,000,000.00 or its US dollar equivalent. The program is valid for an irrevocable period of six years, requiring an updated master prospectus after three years, while the specific securities may be placed within an irrevocable three-year window from their registration date. This administrative act does not constitute an audit, certification of the issuer's solvency, or a recommendation for investment.
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 under 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. 003-2025-SMV/11.1 Lima, January 21, 2025 The Acting General Superintendent of Conduct Supervision Seen:
The file No. 2024052394, as well as the Internal Report No. 109-2025-SMV/11.1 of January 21, 2025, from the General Superintendent of Conduct Supervision of the Adjacent Superintendence of Market Conduct Supervision. Considering:
That, by means of a written submission presented on December 23, 2024, Santander Financiamientos S.A. requested the Securities Market Superintendence – SMV, within the framework of an expedited procedure, the registration of the issuance program named "First Program of Negotiable Deposit Certificates SURGIR", up to a maximum amount in circulation of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles) or its equivalent in United States Dollars, and the registration of the corresponding Master Prospectus in the Public Registry of the Securities Market – RPMV; That, on the same occasion, Santander Financiamientos S.A. requested the registration of the securities named "First Issuance of Negotiable Deposit Certificates of the First Program of Negotiable Deposit Certificates SURGIR", up to a maximum amount in circulation of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles), and the registration of the Complement to the Master Prospectus in the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange; That, from the documentation and information presented as support for the request to which this resolution refers, it has been noted that at the General Shareholders' Meeting of Santander Financiamientos S.A., held on August 02 2024, the issuance program of negotiable deposit certificates was approved unanimously up to a maximum amount in circulation of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles) or its equivalent in United States Dollars; and, the gentlemen Pedro José Navea Hidalgo, Andrés Julio Manuel Yarnold Vilner, Renato Manuel Estrella Chávez, Ariana Julissa Pérez Escobar, Gabriela Soledad Lastarria Flores, Dianne Kimberly Azcurra Zurita, Malena Gonzales Escudero and Iván Fernando Palomino Orizola were appointed, to
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 under 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 act jointly, any two (2) of them, among other things, determine, establish and fix all and each of the terms and conditions of said program and of each of its series and/or issuances, which have not been previously expressly approved by the General Shareholders' Meeting of the company; That, the Superintendence of Banks, Insurance and Private Pension Fund Administrators – SBS, by means of SBS Resolution No. 03426 of September 26, 2024, resolved to give a favorable opinion so that Santander Financiamientos S.A. can issue negotiable deposit certificates within the framework of an issuance program, up to a maximum amount in circulation of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles) or its equivalent in United States Dollars; That, by means of a letter dated January 20, 2025, Santander Financiamientos S.A. concluded with the presentation of the documentation and information required by the Single Consolidated Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF; as well as by the Regulation of Primary Public Offer and Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10, and its modifying and complementary norms; That, article 7, numeral 6, of the Policy on Dissemination of Draft Normative Projects, Norms of General Character, 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 the administrative resolutions that resolve the registration of issuance programs and securities within the framework of an expedited procedure, as well as the registration of the information prospectuses, in the Public Registry of the Securities Market must be subject to dissemination through the Institutional Website of the SMV on the Digital Platform Unique of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and, Being in accordance with the provisions of articles 58 and following of the Single Consolidated Text of the Securities Market Law; as well as article 46, numerals 4 and 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 Superintendent of Conduct Supervision to resolve the requests made by the regulated entities related to the primary public offers and evaluate and/or resolve any procedure related to such offers, as well to order the registration of securities in the Public Registry of the Market of Values. Resolves:
Article 1°.- To order, within the framework of an expedited
procedure, the registration of the issuance program named "First Program of Negotiable Deposit Certificates SURGIR", up to a maximum amount in circulation of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles) or its equivalent in United States Dollars, as well as the registration of the respective Master Prospectus in the Public Registry of the Securities Market.
Article 2°.- To order the registration of the
securities named "First Issuance of Negotiable Deposit Certificates of the First Program of Negotiable Deposit Certificates SURGIR", up to a
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 under 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 maximum amount in circulation of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles), as well as the registration of the Complement to the Master Prospectus corresponding in the Public Registry of the Securities Market.
Article 3°.- To rule in favor of the registration of the
securities referred to in the preceding article in the Securities Registry of the Lima Stock Exchange.
Article 4°.- The issuances and/or offers that are
made within the framework of the program referred to in article 1 of this resolution, in accordance with what is established in article 14, numeral 14.2.3, of the Regulation of Primary Public Offer and Sale of Securities, may be effectuated during the six (06) years following the date of registration of the program, a term that has the character of irrevocable. After three (03) years of the validity of the registration of the program and within the thirty (30) calendar days following, the issuer must present an updated master prospectus that consolidates all variations made to it as of the date of its presentation, as well as the update of the remaining documentation and information that is relevant, otherwise it will not be able to formulate new offers until complying with said procedure.
Article 5°.- The registration of the issuance program and of
the securities referred to in articles 1° and 2° of this resolution has not entailed administrative activities of verification, inspection, nor of audit of the information presented, nor an examination of the economic – financial situation of the issuer and does not imply certification by the Securities Market Superintendence – SMV regarding its goodness, the solvency of the issuer, nor regarding the risks of the value or of the offer; being the issuer responsible for the truthfulness of the information presented to the market, in accordance with what is provided by articles 13, 21 and 24 of the Single Consolidated Text of the Securities Market Law. Likewise, the registration of the issuance program and of the securities, as well as the registration of the Master Prospectus and Complement to the Master Prospectus, do not imply that the Securities Market Superintendence – SMV recommends investment in the securities or gives a favorable opinion on the prospects of the business. The documents and information for a complementary evaluation are available to interested parties in the Public Registry of the Securities Market.
Article 6°.- The placement of the securities registered in the
framework of the "First Program of Negotiable Deposit Certificates SURGIR" may be effected within an irrevocable term that will not exceed three (03) years, counted from the date of registration of the value in the Public Registry of the Securities Market, provided that the validity period of the program and of the expedited procedure have not culminated, as well as that the corresponding information and documentation are duly updated.
Article 7°.- To disseminate this resolution on the Institutional
Website of the SMV on the Digital Platform
Unique of the Peruvian State for
Citizen Orientation (www.gob.pe/smv).
Article 8°.- To transcribe this resolution to
Santander Financiamientos S.A., in its capacity as issuer; to Banco de Crédito del Perú, in its capacity as structuring entity; to Credicorp Capital Brokerage Agent Society
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" 4 Electronically signed document under 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 S.A., in its capacity as Placement Agent; to the Lima Stock Exchange S.A.; and, to CAVALI S.A. I.C.L.V. Register, communicate and disseminate. José Luis Salazar Marín Acting General Superintendent General Superintendent of Conduct Supervision
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The documents this one cites, and the documents that cite it.
“Policy on Dissemination... approved by SMV Resolution No. 014-2014-SMV/01”
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