Notice revoking the authorization granted to Sociedad Financiera Agropecuaria de Ahorro y Crédito Rural, S.A. de C.V., S.F.P., to operate as a Popular Financial Society — SHCP — MX

DOF: 17/05/2016

OFFICE through which the authorization granted to the Sociedad Financiera Agropecuaria de Ahorro y Crédito Rural, S.A. de C.V., S.F.P., to operate as a Popular Financial Society is revoked.

At the margin, a seal with the National Coat of Arms, which says: United Mexican States.- Ministry of Finance and Public Credit.- National Banking and Securities Commission.- Legal Vice Presidency.- General Litigation Directorate.- Office No. P-026/2016.

SOCIEDAD FINANCIERA AGROPECUARIA DE

AHORRO Y CREDITO RURAL, S.A. DE C.V., S.F.P.

Blvd. Adolfo López Mateos No. 2459, 3-A, Edif. Corporativo

Altavista, Col. Atlamaya, Del. Álvaro Obregón, C.P. 01760,

Mexico City, Mexico.

Attention:

Iñigo Pérez Rasilla Bayo

Legal Representative and General Director.

This National Banking and Securities Commission, based on the provisions of articles 37, fraction XII, of the Popular Savings and Credit Law and 12, fraction V, of the National Banking and Securities Commission Law; as well as in accordance with the Ninth Agreement adopted by the Board of Directors of this Decentralized Body in its extraordinary session held on April 29, 2016, and with the object of complying with said legal regulations, issues this resolution revoking the authorization to operate as a Popular Financial Society, which was at the time granted to that Sociedad Financiera Agropecuaria de Ahorro y Crédito Rural, S.A. de C.V., S.F.P., according to the following:

BACKGROUND

Through office 210-12754/2010 and 120-86779/2010 of April 15, 2010, authorization was granted for the organization and functioning as a Popular Financial Society to the so-called Sociedad Financiera Agropecuaria de Ahorro y Crédito Rural, S.A. de C.V., S.F.P., (hereinafter SOFAGRO, Society or Entity, interchangeably).

Through writing dated December 2, 2015, that Society informed that by decision of the shareholders of SOFAGRO, on November 24, 2015, an Extraordinary Shareholders' Meeting was held in which, considering it convenient, they agreed to carry out the voluntary dissolution and liquidation of the Society, as well as to request this Commission to revoke the aforementioned authorization, attaching the information they deemed appropriate.

Through writing dated January 21, 2016, SOFAGRO provided various documentation tending to prove that it had carried out the necessary acts to liquidate all its operations for the purposes of the dissolution and liquidation process in which it is involved, attaching the documentation it deemed appropriate for that effect.

Through memorandums DGAJP "A"-1599/2015 and DGAJP A-063/2016 of December 21, 2015 and January 22, 2016, respectively, an opinion was requested from the General Directorate of Supervision of Popular Financial Societies regarding the dissolution and liquidation process referred to by SOFAGRO, as well as regarding the revocation request made by said Entity.

Through memorandum DGSSFP-65/2016 of March 14, 2016, the General Directorate of Supervision of Popular Financial Societies, once the analysis of the information related to the request sent by SOFAGRO was completed, communicated the opinion it deemed appropriate.

Through office 212/165390/2016 of March 17, 2016, this Commission summoned SOFAGRO to revoke its authorization to operate as a Popular Financial Society, for the reasons exposed therein, finding itself in the cause for revocation provided for in fraction XII of article 37 of the Popular Savings and Credit Law.

Likewise, this Commission, in terms of the aforementioned office, granted SOFAGRO a term of ten business days counted from the business day following that in which the notification of the same takes effect, so that in exercise of its guarantee of hearing established in terms of what is provided in articles 37 and 131, fraction I, of the Popular Savings and Credit Law as well as in numeral 62 of the Supervision Regulation of the National Banking and Securities Commission, it manifested what it deemed appropriate for its rights, offered evidence and formulated allegations, in relation to the cause for revocation for which it was summoned.

Through office 212/165392/2016 of March 17, 2016, this Commission requested that the Federation Fine Servicios, S.C., issue an opinion regarding the cause for revocation of the authorization to operate as a Popular Financial Society in which SOFAGRO might be located, sending the necessary records for that effect.

By writing dated March 29, 2016, received by this Commission on that same date, that Entity exercised its right to hearing in relation to the cause for revocation for which it was summoned, stating that "due to the fact that its shareholders decided in an Extraordinary Shareholders' Meeting to dissolve and liquidate the society voluntarily, our represented party has no objection to proceeding to declare the aforementioned revocation so as to be able to continue with the dissolution and liquidation process...".

Through writing dated April 12, 2016, received by this Commission on the 13th of the same month and year, the Federation Fine Servicios, S.C., issued a favorable opinion regarding the revocation of the authorization to operate as a Popular Financial Society that was at the time granted to SOFAGRO, in attention to the considerations it set forth in said communication.

10.

The Board of Directors of the National Banking and Securities Commission, analyzing all and each of the backgrounds referred to in this chapter, in its extraordinary session held on April 29, 2016, agreed unanimously to revoke the authorization granted to Sociedad Financiera Agropecuaria de Ahorro y Crédito Rural, S.A. de C.V., S.F.P., to organize and function as a Popular Financial Society.

As a result of the above, the legal provisions that support said agreement are referred to below, as well as the motives and reasons by virtue of which it was resolved to revoke the authorization to operate as a Popular Financial Society that was at the time granted to that society called Sociedad Financiera Agropecuaria de Ahorro y Crédito Rural, S.A. de C.V., S.F.P., according to the following:

CONSIDERATIONS

FIRST. Based on the provisions of articles 9 and 37, fraction XII, of the Popular Savings and Credit Law, in relation to what is established in article 12, fraction V, of the National Banking and Securities Commission Law, this Decentralized Body is authorized to authorize the constitution and operation of Popular Financial Societies and, if applicable, to agree to the revocation of said authorizations.

SECOND. That in terms of what is provided in article 37 of the Popular Savings and Credit Law, this Commission, after having heard the opinion of the respective Federation and prior hearing of the interested Popular Financial Society, may declare the revocation of the authorization granted, in the cases referred to therein, among which is that established in fraction XII, which for prompt reference is indicated below:

"Article 37.- The Commission, after having heard the opinion of the respective Federation and prior hearing of the interested Popular Financial Society, may declare the revocation of the authorization granted in accordance with Article 9 of this Law, as appropriate, in the following cases:

...

XII. If it is dissolved, liquidated or bankrupt;

...".

THIRD. That this National Banking and Securities Commission through office 212/165390/2016 of March 17, 2016, cited in numeral 6 of the background section of this resolution, fully complied with what is provided in articles 37 and 131, fraction I, of the Popular Savings and Credit Law, in relation to what is established in numeral 62 of the Supervision Regulation of the National Banking and Securities Commission, by granting SOFAGRO a term of ten business days counted from the business day following that in which the notification thereof takes effect, so that in exercise of its right to hearing it manifested what it deemed appropriate for its rights, offered evidence and formulated allegations, in relation to the cause for revocation of its authorization to operate as a Popular Financial Society in which it was found located, which is provided for in fraction XII of article 37 of the aforementioned legal instrument.

Furthermore, this Decentralized Body through office 212/165392/2016 of March 17, 2016, requested that the Federation Fine Servicios, S.C., issue an opinion regarding the cause for revocation of the authorization to operate as a Popular Financial Society that was at the time granted to SOFAGRO, which was favorably issued by said Federation through writing dated April 12, 2016.

FOURTH.

That from the integral and exhaustive analysis of the content of all and each of the documents referred to in the background section of this resolution, especially of (I) the writings of December 2, 2015 and January 21, 2016 presented by SOFAGRO before this Commission, (II) of the summons office 212/165390/2016 of March 17, 2016, (III) of the opinion issued by the General Directorate of Supervision of Popular Financial Societies through memorandum DGSSFP-65/2016 of March 14, 2016, as well as (IV) of the opinion pronounced by the Federation Fine Servicios, S.C., through writing dated April 12, 2016, it is determined that the cause for revocation for which that Society was summoned is met.

This is so, since through the aforementioned writing of December 2, 2015, that Entity informed this Decentralized Body that "By decision of all the shareholders of SOFAGRO, on November 24, 2015, an Extraordinary Shareholders' Meeting was held in which, based on fraction I of article 95 of the Popular Savings and Credit Law, all the shareholders of SOFAGRO, considering it convenient, agreed, among other things, to carry out the voluntary dissolution and liquidation of SOFAGRO, as well as to request the Commission to revoke the aforementioned authorization", as well as that "According to the audited financial statements of the society as of October 31, 2015... it is clear that at that date SOFAGRO no longer has operations with clients, either by deposit or credit operations, that is, at the date there are no longer active or pending passive operations to conclude" and that "As for the branches of the Society, located in the cities of Yanga, Veracruz and Atencingo, Puebla, the closure of the same was notified with effects from September 30, 2015 through notices placed in a visible place of said branches and announcements published in newspapers considered of greater circulation in the cities where they are located...", attaching the documentation it deemed appropriate to prove its statement.

Subsequently, through writing dated January 21, 2016, that Entity, in extension to the writing referred to in the immediate preceding paragraph, "with the purpose of providing more information for the integration of the SOFAGRO-SOFIPO file..." sent in electronic files various information, among which are:

(1)

"Documentation that validates on behalf of as of June 30, 2015, the applications of the guarantee deposits in the SOFIPO of the accredited clients of the SOFOM to the payment of the credits of those clients...",

(2) "Proof of transfer by accredited client of SOFAGRO-SOFOM of the liquid guarantees that were deposited in SOFAGRO-SOPFIPO and that were transferred to the Guarantee Trust of the Fiduciary Division of SOFAGRO-SOFOM", (3) "Letters of notification to 242 clients who as of June 30, 2015 had deposits in SOFAGRO-SOFIPO for an amount of 896,236.76 and their subsequent cancellation of their account once the corresponding withdrawals were carried out, as well as proof of the return of their deposits, in their case, for each of them", (4) "Trust Agreement of the Guarantee Trust identified as Trust No. 27, established in the Fiduciary of SOFAGRO-SOFOM where the liquid guarantees of the accredited clients of SOFAGRO-SOFOM that originally were deposited in SOFAGRO-SOFIPO are located", (5) "Statements of the account in Bancomer as of July 31, 2015 and as of October 31, 2015 of Trust No. 27 of SOFAGRO-SOFOM, where the liquid guarantees of the accredited clients of SOFAGRO-SOFOM that originally were deposited in SOFAGRO-SOFIPO are located", (6) "Documentation that validates the reduction of the balance of other accounts payable from $444,941.00 pesos to June 2015 to the amount of $4,038.00 pesos to October 2015", (7)

"Documentation that validates the reduction of the balance from $32.9 million pesos to March 2015 of traditional capture to a balance of 30.4 million pesos to June 2015", (8) "Account where the general balance of SOFAGRO-SOFIPO as of October 2015 is registered accounting the deposit of the consolidating account for $10,561.90 pesos" (9) "... writing signed by the legal representative of SOFAGRO-SOFIPO and SOFAGRO-SOFOM, in which it states that it has been informed by SIC Credit Circle of the transfer of the credit portfolio subject to the Portfolio Assignment Agreement celebrated on August 7, 2015...".

To this effect, through memorandum DGSSFP-65/2016, of March 14, 2016, the General Directorate of Supervision of Popular Financial Societies, after carrying out the corresponding analysis, informed that:

"...

Sofagro was authorized with office number 210-12754/2010 and 120-86779/2010 on April 15, 2010, and began operations on September 14, 2010.
On November 30, 2015, Sofagro notified by email the Popular Savings and Credit Societies Protection Fund, about the project of liquidation - dissolution of the Society, which included the proposal of liquidator for its knowledge. The last installment paid to the Protection Fund was in August 2015, since in September there was no longer a balance in the capture account.
On December 2, 2015, Sofagro formally requested before the CNBV, the revocation of its authorization to operate and function as a Popular Financial Society, in virtue that an Extraordinary Shareholders' Meeting was held in which the voluntary dissolution and liquidation was agreed, dated November 24, 2015.
As of June 30, 2015, it reported liabilities for $30,856,329, of which $30,411,388 corresponded to the traditional capture that it had contracted with 297 clients. In the period from June 30, 2015 to October 31, 2015 this balance was returned to the savers in the following way:

In June 2015, a guarantee trust (No. F/27) was created in Sociedad Financiera Agropecuaria, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, E.R. (Sofagro-SOFOM) which was constituted with the object of transferring the deposits that were in Sofagro as guarantee of credits granted by Sofagro SOFOM. From the above, Sofagro carried out transfers of the deposits described in the previous paragraph to the trust in question for an amount of $24,064,796.29.

In that same period, payments were made for $5,423,507.91 to credits granted by Sofagro SOFOM to clients who had investment accounts in Sofagro.

Cash return was made to 10 account holders of their deposits, whose accumulated amount was $912,518.07.

A consolidating account is maintained in Sofagro for an amount of $10,561.90, integrated by those clients with marginal balances that have not yet withdrawn their deposits in Sofagro.

As of July 31, 2015 the balance of the credit portfolio was $2,116,014. On August 7, 2015, Sofagro celebrated an Agreement of Assignment of Rights with Sofagro-SOFOM, protocolizing the sale of the credit portfolio integrated by 43 farming credits for a total balance of $2,011,202.16. The difference of $104,812 was due to credits that were paid in the first week of August.
The Society provided evidence of having complied with fraction IV of Article 25, of the Provisions, regarding credit portfolio assignment operations.
The amount of its equity capital as of October 31, 2015 is $4,735,893.
Through notices placed in the branches and announcements in newspapers, Sofagro notified its clients and suppliers of the closure from September 30, 2015, of the two branches located in Atencingo, Puebla and Yanga, Veracruz.
The Society provided its Financial Statements with figures as of October 31, 2015, which were audited by the external auditor Gossler, S.C., through which the liquidation of active and passive operations was proven."

In view of which, it made known that "once the analysis of the information related to its request and sent by Sofagro to this Commission is concluded, this Administrative Unit grants a favorable specialized opinion to authorize Sofagro to do what is requested".

Under such conditions, through office 212/165390/2016, referred to in numeral 6 of the background section of this resolution, this Commission summoned to revoke its authorization to operate as a Popular Financial Society to SOFAGRO, for allegedly having incurred in the cause for revocation provided for in fraction XII of article 37 of the Popular Savings and Credit Law, granting it a guarantee of hearing, in strict observance and respect of what is provided in articles 37 and 131, fraction I, of the Popular Savings and Credit Law, as well as in numeral 62 of the Supervision Regulation of the National Banking and Securities Commission, so that in the term of 10 business days counted from the day following that in which the notification thereof takes effect, it manifested what it deemed appropriate for its rights, sending the information and documentation it deemed appropriate.

Consequently, through writing dated March 29, 2016, referred to in numeral 8 of the background section of this resolution, that Entity exercised its right to hearing in relation to the cause for revocation for which it was summoned, stating that "... In response to the office cited in the subject of reference, we state that since the revocation of the authorization that this Honorable Commission granted to SOFAGRO through office No. 210-12754/2010 and 120-86779/2010 of April 15, 2010 to organize and function as a Popular Financial Society was requested to this Honorable Commission by SOFAGRO itself because its shareholders decided in an Extraordinary Shareholders' Meeting to dissolve and liquidate the society voluntarily, our represented party has no objection to proceeding to declare the aforementioned revocation so as to be able to continue with the corresponding voluntary dissolution and liquidation process in terms of the applicable legislation and regulations...".

In addition to the above, through writing dated April 12, 2016, the Federation Fine Servicios, S.C. issued a favorable opinion regarding the cause for revocation of the authorization to operate as a Popular Financial Society that was at the time granted to SOFAGRO, in the following terms:

"According to the auxiliary supervision work that the Supervision Committee of FINE Servicios, S.C., carries out on Sociedad Financiera Agropecuaria de Ahorro y Crédito Rural, S.A. de C.V., S.F.P., we can validate that from the month of August 2015 the processes began to prepare the Dissolution of the Society with the notice of closure of branches which occurred in September 2015 and the return of savings through notices and location of savers, as well as assignment of credit portfolio, from the time they began the process with the National Banking and Securities Commission they have complied with the delivery of the required information, and suspended the placement of credits and capture of savings and investments, at the close of February 2016 the Financial Statements do not reveal a balance in the credit portfolio and balance in traditional capture."

FIFTH. In attention to the content of all and each of the documents referred to in the chapter of backgrounds of this resolution, as well as to the reasons exposed in the immediate preceding consideration, it is determined that the cause for revocation for which that Entity was summoned subsists, that is, that SOFAGRO is in a state of dissolution and liquidation, in terms of what is provided in article 95, fraction I, and 96 of the Popular Savings and Credit Law and, therefore, it is located in the cause for revocation provided for in fraction XII of article 37 of the Popular Savings and Credit Law, which is referred to below:

"ARTICLE 37.- The Commission, after having heard the opinion of the respective Federation and prior hearing of the interested Popular Financial Society, may declare the revocation of the authorization granted in accordance with Article 9 of this Law, as appropriate, in the following cases:

...

XII. If it is dissolved, liquidated or bankrupt;

..."

Based on the above, the National Banking and Securities Commission, prior agreement of its Board of Directors in its extraordinary session held on April 29, 2016:

RESOLVES

FIRST.- This Decentralized Body, based on the provisions of articles 37, fraction XII, of the Popular Savings and Credit Law and 12, fraction V, of the National Banking and Securities Commission Law; and in accordance with the Ninth Agreement adopted by the Board of Directors of the same Commission in its extraordinary session held on April 29, 2016, and to the considerations that were exposed in this Resolution, revokes the authorization that for the organization and functioning as a Popular Financial Society was at the time granted to the Sociedad Financiera Agropecuaria de Ahorro y Crédito Rural, S.A. de C.V., S.F.P., through office 210-12754/2010 and 120-86779/2010, of April 15, 2010.

SECOND.- From the date of notification of this resolution, the Sociedad Financiera Agropecuaria de Ahorro y Crédito Rural, S.A. de C.V., S.F.P., is unable to carry out operations, in accordance with what is provided in article 37 of the Popular Savings and Credit Law.

THIRD.- Based on the provisions of articles 37 and 122-Bis of the Popular Savings and Credit Law, as well as 19 of the National Banking and Securities Commission Law, the Sociedad Financiera Agropecuaria de Ahorro y Crédito Rural, S.A. de C.V., S.F.P., must prove before this Commission, within the term of 60 business days following the publication of this resolution in the Official Gazette of the Federation, that the designation of the corresponding liquidator was carried out in accordance with what is established in fraction IV of article 96 of the Popular Savings and Credit Law; in case of failure to do so, this Body

The decentralized body will promote before the competent judicial authority to appoint the liquidator and, if it finds an impossibility to carry out said liquidation, to order the cancellation of its registration in the corresponding Public Commerce Register, in accordance with what is established in Article 37 of the Savings and Popular Credit Law.

FOURTH.- This Resolution shall be notified to "Sociedad Financiera Agropecuaria de Ahorro y Crédito Rural, S.A. de C.V., S.F.P."

FIFTH.- Based on what is provided in Article 37 of the Savings and Popular Credit Law, this notice shall be registered in the corresponding Public Commerce Register and published in the Official Journal of the Federation as well as in two widely circulated newspapers in the geographic area where the aforementioned Society operated.

SIXTH.- Based on what is established in the penultimate paragraph of Article 16 of the Law of the National Banking and Securities Commission, in relation to what is provided in Articles 4, 9, and 12 of the Internal Regulations of the National Banking and Securities Commission, published in the Official Journal of the Federation on November 12, 2014, and in terms of what was ordered by the Board of Directors of said Commission in the Eleventh Agreement adopted in its extraordinary session held on April 29, 2016, the responsibility to notify, jointly or separately, this notice by which compliance is given to the agreement adopted by the Board of Directors of said Commission is delegated indistinctly to the public servants of this Commission: Karla Patricia Montoya Gutiérrez, María Isabel Almaráz Guzmán, Mariana Vázquez Bracho García, Ivonne Marcela López Franco, Angel Jonathan García Romo, José Luis García González, Luis Antonio Rodríguez Rodríguez, Juan Carlos Macías Luna, Alfredo Omar Morlan Fernández, José Alberto Jiménez Rosales, Rogelio García Martínez, Saúl Hernández Pérez, Alberto Erick Méndez Medina, Rosa Cristina Ávalos Gutiérrez, Selene Saucedo García, and Tania Patricia Morales Reyes.

The foregoing is made known to you by the President of the National Banking and Securities Commission, in accordance with what is provided in Articles 16, fraction VI, and the penultimate paragraph, of the Law of the National Banking and Securities Commission and Article 12 of the Internal Regulations of the National Banking and Securities Commission, as well as in terms of the Tenth Agreement adopted by the Board of Directors of said Commission in its extraordinary session held on April 29, 2016.

Respectfully,
Mexico City, May 4, 2016.- The President, Jaime González Aguadé.- Signature.

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