2026-05-27
Added · Updated
The Securities Market Superintendency (SMV) orders the exclusion from the Public Registry of the Securities Market of the securities issued by InFinance XP S.A. under the "Second Issuance Program of Corporate Bonds of Financiera OH! S.A.", specifically the "First Issuance" and "Second Issuance" series, as well as the program itself. This exclusion is based on the total cancellation of obligations for the second issuance, the expiration of the placement period and cessation of public interest for the first issuance, and the expiration of the program's validity period. The decision also mandates exclusion from the Lima Stock Exchange's Securities Register and waives the obligation to conduct a Public Offer for Exclusion (OPC) for these securities.
PERU Ministry of Economy and Finance
SMV Securities Market Superintendency "Decade of Equality of Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 1 Electronically signed document within 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 Supervision Resolution SMV No. 028-2026-SMV/11.1 Lima, May 27, 2026 The General Superintendent of Conduct Supervision Seen: File No. 2026019973, as well as Internal Report No. 817-2026-SMV/11.1, from the General Supervision of Conduct of the Adjunct Superintendency of Conduct Supervision of Markets. Considering: That, by means of a document presented on April 28, 2026, InFinance XP S.A. (formerly, Financiera OH! S.A.) requested the Securities Market Superintendency – SMV, through the One-Stop Shop system, the exclusion of the securities named "Second Issuance of the Second Issuance Program of Corporate Bonds of Financiera OH! S.A.", which were registered and placed under the "Second Issuance Program of Corporate Bonds of Financiera OH! S.A.", from the Public Registry of the Securities Market and from the Securities Register of the Lima Stock Exchange, due to total cancellation of the obligations derived from them; That, by means of General Supervision Resolution SMV No. 027-2020-SMV/11.1 of May 22, 2020, within the framework of an anticipatory procedure and via e-prospectus formats, the issuance program named "Second Issuance Program of Corporate Bonds of Financiera OH! S.A." was registered, up to a maximum amount in circulation of S/ 500,000,000.00 (Five Hundred Million and 00/100 Soles), and the corresponding Master Prospectus was registered in the Public Registry of the Securities Market; That, within the framework of the "Second Issuance Program of Corporate Bonds of Financiera OH! S.A.", on March 23, 2021, by means of an automatic approval procedure and via e-prospectus formats, the securities named "Second Issuance of the Second Issuance Program of Corporate Bonds of Financiera OH! S.A." were registered, up to a maximum amount of S/ 100,000,000.00 (One Hundred Million and 00/100 Soles), and the Complement of the Master Prospectus corresponding was registered in the Public Registry of the Securities Market and, subsequently, in the Securities Register of the Lima Stock Exchange; That, in accordance with what is established in article 20, paragraph 20.1, of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Floor, approved by
PERU Ministry of Economy and Finance
SMV Securities Market Superintendency "Decade of Equality of Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 2 Electronically signed document within 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 SMV Resolution No. 031-2012-SMV/01 and its modifying norms, the SMV referred the exclusion request to the Lima Stock Exchange, without that entity having made observations on the documentation presented; That, from the evaluation of the documentation presented by InFinance XP S.A., it has been verified the presentation of the documents referred to the total cancellation of the obligations derived from the securities "Second Issuance of the Second Issuance Program of Corporate Bonds of Financiera OH! S.A."; That, InFinance XP S.A. has presented the information and documentation 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 on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Floor, for the purpose of the exclusion of the securities "Second Issuance of the Second Issuance Program of Corporate Bonds of Financiera OH! S.A."; That, from the information contained in the Public Registry of the Securities Market, it has been observed that the securities named "First Issuance of the Second Issuance Program of Corporate Bonds of Financiera OH! S.A.", registered by virtue of General Supervision Resolution SMV No. 027-2020-SMV/11.1 of May 22, 2020, were not placed by public offer and that the placement period for them has expired, resulting in the cessation of public interest; it being necessary for the General Supervision of Conduct to rule ex officio on the exclusion of said securities, in accordance with what is provided in article 25, last paragraph, of the Regulation on Primary Public Offer and Sale of Securities, approved by CONASEV Resolution No. 141-1998-EF/94.10 and its modifying norms, and by article 23, third-to-last paragraph, of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Floor; That, taking into account what is indicated in the preceding considerations, it has been noted that with the exclusion of the securities "First Issuance of the Second Issuance Program of Corporate Bonds of Financiera OH! S.A." and "Second Issuance of the Second Issuance Program of Corporate Bonds of Financiera OH! S.A.", all securities registered under the framework of the "Second Issuance Program of Corporate Bonds of Financiera OH! S.A." will be excluded from the Public Registry of the Securities Market; that the validity period of the aforementioned program expired on May 22, 2026, no longer allowing new issuances of securities under the same; and that the cessation of public interest has occurred; it being necessary to proceed with the ex officio exclusion of the "Second Issuance Program of Corporate Bonds of Financiera OH! S.A.", in accordance with article 25, last paragraph, of the Regulation on Primary Public Offer and Sale of Securities; That, article 39, letters b) and d), of the Single Consolidated Text of the Securities Market Law; 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 Trading Floor, 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,
PERU Ministry of Economy and Finance
SMV Securities Market Superintendency "Decade of Equality of Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 3 Electronically signed document within 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 total redemption or other cause; as well as by cessation of public interest regarding said securities; That, in this sense, taking into consideration that article 15 of the Single Consolidated Text of the Securities Market Law establishes that in section a) of the Public Registry of the Securities Market securities and issuance programs are registered, the provision in article 39 of the same normative is applicable to issuance programs, since these are subject to registration in said Registry; That, regarding the obligation to carry out a Public Offer for Exclusion – OPC when a security is excluded from the Public Registry of the Securities Market, established in article 41 of the Single Consolidated Text of the Securities Market Law and in article 32 of the Regulation on Public Offer for 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 named "First Issuance of the Second Issuance Program of Corporate Bonds of Financiera OH! S.A." and "Second Issuance of the Second Issuance Program of Corporate Bonds of Financiera OH! S.A." fall within the exception cause for not carrying out an OPC, contemplated both in article 23, second-to-last paragraph, of the Regulation of Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Trading Floor, as well as in article 37, letter a), of the Regulation of Public Offer for Acquisition and Purchase of Securities by Exclusion; That, article 7, paragraph 6, of the Policy on Dissemination of Draft 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 that resolve the exclusion of securities from the Public Registry of the Securities Market must be subject to dissemination through the SMV Institutional Page on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and, Being in accordance with what is provided in articles 15 and 39, letters b) and d), of the Single Consolidated Text of the Securities Market Law; 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 Trading Floor; article 25 of the Regulation on Primary Public Offer and Sale of Securities; as well as by article 46, paragraph 6, of the Regulation on 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 Supervision of Conduct to dispose of the exclusion of securities from the Public Registry of the Securities Market. Resolves: Article 1st.- Order the exclusion of the securities named "Second Issuance of the Second Issuance Program of Corporate Bonds of Financiera OH! S.A.", corresponding to the "Second Issuance Program of Corporate Bonds of Financiera OH! S.A.", from the Public Registry of the Securities Market.
PERU Ministry of Economy and Finance
SMV Securities Market Superintendency "Decade of Equality of Opportunities for Women and Men" "Year of Hope and Strengthening of Democracy" 4 Electronically signed document within 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 2nd.- Order the ex officio exclusion of the securities named "First Issuance of the Second Issuance Program of Corporate Bonds of Financiera OH! S.A.", corresponding to the "Second Issuance Program of Corporate Bonds of Financiera OH! S.A.", from the Public Registry of the Securities Market. Article 3rd.- Rule in favor of the exclusion of the securities indicated in the preceding articles, from the Securities Register of the Lima Stock Exchange. Article 4th.- Order the ex officio exclusion of the "Second Issuance Program of Corporate Bonds of Financiera OH! S.A." from the Public Registry of the Securities Market. Article 5th.- Disseminate this resolution on the SMV Institutional Page on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv). Article 6th.- Transcribe this resolution to InFinance XP S.A., in its capacity as issuer; to Banco Interamericano de Finanzas S.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 Supervision of Conduct
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