Individual decision · SMV · 10 Feb 2025
Empresa de Créditos Santander Consumo Perú S.A. is authorized to register the "Third Program of Short-Term Instruments of Santander Consumer" with a maximum circulation amount of S/ 350,000,000.00 and to register the "First Issuance of the Third Program of Short-Term Instruments of Santander Consumer" in the Public Registry of the Securities Market. The program is valid for an irrevocable period of six years, requiring an updated master prospectus after three years, while individual placements must occur within an irrevocable three-year window from the value's registration date. The SMV confirms that this registration does not constitute an audit, certification of the issuer's solvency, or an investment recommendation.
PERÚ Ministry of Economy and Finance
SMV
Securities Market
Superintendency
"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 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 Resolution SMV No. 006-2025-SMV/11.1 Lima, February 10, 2025 The General Superintendent of Conduct Supervision Seen:
The file No. 2025003312, as well as the Internal Report No. 207-2025-SMV/11.1 of February 07, 2025, from the General Superintendent of Conduct Supervision of the Adjacent Superintendency of Conduct Supervision of Markets. Considering:
That, by means of a written submission presented on January 27, 2025, Empresa de Créditos Santander Consumo Perú S.A. requested the Securities Market Superintendency – SMV, within the framework of an advance proceeding, the registration of the issuance program named "Third Program of Short-Term Instruments of Santander Consumer", up to a maximum circulation amount of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles), and the registration of the corresponding Master Prospectus in the Public Registry of the Securities Market – RPMV; That, on the same occasion, Empresa de Créditos Santander Consumo Perú S.A. requested the registration of the securities denominated "First Issuance of the Third Program of Short-Term Instruments of Santander Consumer", up to a maximum circulation amount of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles), and the registration of the Complement to the Master Prospectus corresponding in the Public Registry of the Securities Market and in the Registry of Securities 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 Empresa de Créditos Santander Consumo Perú S.A., held on November 13, 2024, the issuance of short-term debt instruments through the "Third Program of Short-Term Instruments of Santander Consumer" was approved, up to a maximum amount circulation of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles) or its equivalent in United States Dollars, which could be integrated by one or more individual issuances of Short-Term Instruments to be placed by public offer or private offer; and, the broadest powers were granted to the Board of Directors of the Company and to the gentlemen Carlos Américo Morante Ormeño, Ilich Ivan
PERÚ Ministry of Economy and Finance
SMV
Securities Market
Superintendency
"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 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 Asencios Flores, Mercedes Milagros Espinoza Poblete, Cecilia Katherine Dávila Gallo, Susan Mary Obregón Jara and Venuzzi Tatiana Woolcott Gutierrez; so that the Board of Directors or, jointly, any two (2) of the aforementioned persons, determine all the terms, conditions and general characteristics of the program that have not been defined in the meeting, as well as the terms, conditions and characteristics specific to the issuances and/or series that are carried out within the framework of the aforementioned program; That, the Superintendency of Banks, Insurance and Private Pension Fund Administrators – SBS, by means of SBS Resolution No. 00127-2025 of January 15, 2025, resolved to give a favorable opinion so that Empresa de Créditos Santander Consumo Perú S.A. can issue short-term instruments through the issuance program named "Third Program of Short-Term Instruments of Santander Consumer", up to a maximum circulation amount of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles); That, Empresa de Créditos Santander Consumo Perú S.A. has complied with presenting the documentation and information requirements 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 Normative Projects, General 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 the administrative resolutions that resolve the registration of issuance programs and securities within the framework of an advance proceeding, as well as the registration of the informational prospectuses, in the Public Registry of the Securities Market must be subject to dissemination through the Institutional Page 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 Superintendency 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 proceeding linked to such offers, as well as to order the registration of securities in the Public Registry of the Securities Market. Resolves:
Article 1st.- To order, within the framework of an advance
proceeding, the registration of the issuance program named "Third Program of Short-Term Instruments of Santander Consumer", up to a maximum circulation amount of S/ 350,000,000.00 (Three Hundred Fifty Million and 00/100 Soles), as well as the registration of the respective Master Prospectus in the Public Registry of the Securities Market – RPMV.
PERÚ Ministry of Economy and Finance
SMV
Securities Market
Superintendency
"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 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
Article 2nd.- To order the registration of the
securities denominated "First Issuance of the Third Program of Short-Term Instruments of Santander Consumer", up to a maximum circulation amount 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 – RPMV.
Article 3rd.- To pronounce in favor of the registration of the
securities referred to in the preceding article in the Registry of Securities of the Lima Stock Exchange.
Article 4th.- The issuances and/or offers that are
carried out 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 effected 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 have passed from 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 the variations made to it as of the date of its presentation, as well as the update of the remaining documentation and information that is deemed pertinent, otherwise it will not be able to formulate new offers until complying with said procedure.
Article 5th.- The registration of securities and the
registration of the Complements to the Master Prospectus that are carried out within the framework of the "Third Program of Short-Term Instruments of Santander Consumer" will be carried out under an automatic approval procedure, insofar as Empresa de Créditos Santander Consumo Perú S.A. maintains its status as a qualified entity and it concerns the issuance of typical securities. In the contrary case, the registration of the values and the registration of the respective prospectuses will be subject to what is provided by article 14, numeral 14.3.2, of the Regulation of Primary Public Offer and Sale of Securities Markets.
Article 6th.- The placement of the securities registered in the
framework of the "Third Program of Short-Term Instruments of Santander Consumer" can be carried out within an irrevocable term that will not exceed three (03) years, counted from the date of registration of the security in the Public Registry of the Securities Market, provided that the validity period of the program and of the advance proceeding have not ended, as well as that the corresponding information and documentation are duly updated.
Article 7th.- The registration of the issuance program and of
the securities referred to in articles 1st and 2nd of this resolution has not entailed administrative verification activities, nor inspection, nor audit of the information presented, nor an examination of the economic – financial situation of the issuer and does not imply certification by the Superintendency of the Securities Market – SMV regarding its goodness, the solvency of the issuer, nor regarding the risks of the security or of the offer; the issuer is 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.
PERÚ Ministry of Economy and Finance
SMV
Securities Market
Superintendency
"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 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, 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 Superintendency – 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 8th.- To disseminate this resolution on the Institutional Page
of the SMV on the Digital Platform
Unique of the Peruvian State for Citizen Orientation (www.gob.pe/smv).
Article 9th.- To transcribe this resolution to
Empresa de Créditos Santander Consumo Perú S.A., in its capacity as issuer; to Inteligo Sociedad Agente de Bolsa S.A., in its capacity as Structuring Entity and Placement Agent; 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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The documents this one cites, and the documents that cite it.
“as well as article 46, numerals 4 and 6, of the Regulation of Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF and its amendments...”
“That, article 7, numeral 6, of the Policy on Dissemination of Normative Projects, General Legal Norms, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its modifying norms...”
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