Individual decision · SMV · 8 May 2025
The Securities Market Superintendence (SMV) registers fundamental variations to the Second Master Prospectus and its complements for the First Corporate Bonds Program of Santander Consumer, issued by Empresa de Créditos Santander Consumo Perú S.A. This registration updates the risk classifications for the program's securities, assigning them to Apoyo & Asociados Internacionales S.A.C. and Moody's Local PE Clasificadora de Riesgo S.A., while removing the classification previously provided by Clasificadora de Riesgo Pacific Credit Rating S.A.C. The resolution confirms that this registration does not constitute an audit or endorsement of the issuer's financial situation, maintaining the issuer's responsibility for the accuracy of the information.
PERU 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 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. 019-2025-SMV/11.1 Lima, May 08, 2025 The Acting General Superintendent of Conduct Supervision Seen:
The file No. 2025013243, as well as the Internal Report No. 598-2025-SMV/11.1 of May 08, 2025, from the General Superintendent of Conduct Supervision of the Adjacent Superintendent of Conduct Supervision of Markets. Considering:
That, through writings presented on March 27 and April 23 of 2025, Empresa de Créditos Santander Consumo Perú S.A. (formerly denominated, EDPYME Santander Consumo Perú S.A.) requested the Securities Market Superintendence – SMV for the registration, by fundamental variation, of the Update No. 1 of the Second Master Prospectus of the "First Corporate Bonds Program of Santander Consumer", as well as of the Update No. 1 of the Complements of the Master Prospectus corresponding to the "First Corporate Bonds Program of Santander Consumer – First Issuance" and "First Corporate Bonds Program of Santander Consumer – Third Issuance", in the Public Registry of the Securities Market – RPMV, having been made the modification of the term "Classification" of the Second Master Prospectus of the "First Corporate Bonds Program of Santander Consumer", and the change of one of the risk rating companies in charge of the classification of the securities to be issued under said program; That, through General Superintendent Resolution SMV No. 018-2025-SMV/11.1 of May 05, 2025, the General Superintendent of Conduct Supervision – IGSC ordered the accumulation of the administrative procedures contained in files Nos. 2025013243 and 2025013247, for their joint resolution, leaving as the single file the file No. 2025013243; That, it has been verified that, through Resolution of General Superintendent SMV No. 025-2020-SMV/11.1 of May 04, 2020, in the framework of an advance procedure, the inscription of the issuance program named "First Corporate Bonds Program of Santander Consumer" was ordered, up to a maximum circulating amount of S/ 400,000,000.00 (Four Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, as well as the registration of the corresponding Master Prospectus in the Public Registry of the Securities Market;
PERU 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" 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 That, on July 06, 2022, within the framework of the aforementioned issuance program, the securities "First Corporate Bonds Program of Santander Consumer – First Issuance" were inscribed, up to a maximum amount of S/ 200,000,000.00 (Two Hundred Million and 00/100 Soles), registering the respective Complement of the Master Prospectus in the Public Registry of the Securities Market, by virtue of General Superintendent Resolution No. 045-2022-SMV/11.1; and, the securities "First Corporate Bonds Program of Santander Consumer – Third Issuance", up to a maximum amount of S/ 200,000,000.00 (Two Hundred Million and 00/100 Soles), registering the respective Complement of the Master Prospectus in the Public Registry of the Securities Market, by virtue of the General Superintendent Resolution No. 046-2022-SMV/11.1; That, subsequently, on May 30, 2023, under a procedure of automatic approval, the Second Master Prospectus was registered corresponding to the "First Corporate Bonds Program of Santander Consumer" in the Public Registry of the Securities Market, having passed the three (03) years of validity of the inscription of said program, which consolidated all the variations made to it; That, from the review of the documentation and information that supports the request to which this resolution refers, it is noted that the issuer has presented the Second Addendum to the Master Issuance Contract corresponding to the "First Corporate Bonds Program of Santander Consumer", through which Clause Second, numeral 2.10; Clause Fourth, numeral 4.30; and, Clause Eighth, numeral 8.1.7; were modified; referenced to the fact that the risk classifications that back the securities will be granted by program; establishing in the Update No. 1 of the Second Master Prospectus of the "First Corporate Bonds Program of Santander Consumer", among others, that the aforementioned issuance program will have the risk classifications granted by Apoyo & Asociados Internacionales S.A.C. and Moody's Local PE Risk Rating Company S.A.; likewise, it is noted that this modification has implied that the securities corresponding to the "First Corporate Bonds Program of Santander Consumer – First Issuance" and to the "First Corporate Bonds Program of Santander Consumer – Third Issuance" cease to be classified by Risk Rating Company Pacific Credit Rating S.A.C.; That, in accordance with what is established in article 63 of 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 in article 29 of the Regulation of Primary
Public Offering and Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10 and its modifying norms, during the validity of the placement of the public offering, the issuer or offeror is obligated to keep the informative prospectus updated, and any modification that is made must be presented to the Securities Market Superintendence – SMV, accompanied by the relevant documentation and information, prior to its delivery to investors, and the placement or sale may be suspended until said modification has been registered; That, Empresa de Créditos Santander Consumo Perú S.A. has presented the documentation and information required by the Single Text of the Law of the Securities Market, as well as by the Regulation of Primary Public Offering and Sale of Securities, for the registration of the updates of the informative prospectuses, by fundamental variation, corresponding to the "First
PERU 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 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 Corporate Bonds Program of Santander Consumer", as well as to the "First Corporate Bonds Program of Santander Consumer – First Issuance" and to the "First Corporate Bonds Program of Santander Consumer – Third Issuance", in the Public Registry of the Securities Market – RPMV; That, article 7, numeral 6, of the Policy on Dissemination of Draft 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 administrative resolutions referred to, among others, to the registration of the informative prospectuses corresponding to the issuance programs 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 Orientation to the Citizen (www.gob.pe/smv); and, Being in accordance with what is provided by articles 58 and following of the Single Text of the Law of the Securities Market; article 29 of the Regulation of Primary Public Offering and Sale of Securities; as well as by article 46, numeral 4, of the Regulation of Organization and Functions of the Securities Market Superintendence, approved by Supreme Decree No. 216- 2011-EF and its modifying norms, which authorizes the General Superintendent of Conduct Supervision to resolve the requests made by the regulated entities linked to the primary public offerings and evaluate and/or resolve any procedure linked to said offerings. Resolves:
Article 1°.- Order the registration, by fundamental
variation, of the Update No. 1 of the Second Master Prospectus of the "First Corporate Bonds Program of Santander Consumer", as well as of the Update No. 1 of the Complements of the Master Prospectus corresponding to the "First Corporate Bonds Program of Santander Consumer – First Issuance" and "First Corporate Bonds Program of Santander Consumer – Third Issuance", in the Public Registry of the Securities Market – RPMV, which determine that the "First Corporate Bonds Program of Santander Consumer" will have the risk classifications granted by Apoyo & Asociados Internacionales S.A.C. and Moody's Local PE Risk Rating Company S.A.
Article 2°.- The registration referred to in article 1 of
the present resolution has not involved administrative activities of verification, nor inspection, nor audit of the information presented, nor an examination of the economic – financial situation of the issuer, in accordance with what is provided by article 10 of the Single Text of the Law of the Securities Market. Likewise, the aforementioned registration does not imply that the Securities Market Superintendence – SMV recommends investment in the securities or expresses a favorable opinion on the business prospects, being Empresa de Créditos Santander Consumo Perú S.A. and the structuring entity responsible for the truthfulness of the information contained in the updated informative prospectuses, in accordance with what is established by articles 13 and 65 of the Single Text of the Law of the Securities Market. The documents and information for a complementary evaluation are available to interested parties in the Public Registry of the Securities Market.
PERU 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 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
Article 3°.- Disseminate this resolution on the Institutional
Page of the SMV on the Digital Platform Unique of the Peruvian State for
Orientation to the Citizen (www.gob.pe/smv).
Article 4°.- Transcribe this resolution to
Empresa de Créditos Santander Consumo Perú S.A., in the capacity of issuer; to Inteligo Sociedad Agente de Bolsa S.A., in the capacity of structuring entity and placing agent; to CAVALI S.A. I.C.L.V.; and, to the Lima Stock Exchange S.A. 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.
“approved by SMV Resolution No. 014-2014-SMV/01 and its modifying norms”
“approved by CONASEV Resolution No. 141-1998-EF/94.10 and its modifying norms”
“by virtue of General Superintendent Resolution No. 045-2022-SMV/11.1; and, the securities... were inscribed”
“by virtue of the General Superintendent Resolution No. 046-2022-SMV/11.1; ...securities... Third Issuance... were inscribed”
“approved by Supreme Decree No. 216- 2011-EF and its modifying norms”
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