Resolution of the General Intendancy of Supervision of Entities

No. 004-2024-SMV/10.2

Lima, 19 January 2024

The General Intendant of Supervision of Entities

WHEREAS:

File No. 2023036019 submitted by Anka Sociedad Administradora de Fondos de Inversión S.A. and Report No. 42-2024-SMV/10.2 dated 19 January 2024 from the General Intendancy of Supervision of Entities of the Superintendency of the Securities Market;

CONSIDERING:

That, Article 13 of the Common Rules for entities that require authorization for organization and operation from the SMV, approved by SMV Resolution No. 039-2016-SMV/01 and amendments, establishes that when as a consequence of an increase or reduction of capital or any other legal act, the participation of a new shareholder or a shareholder other than the organizing shareholders exceeds ten percent (10%) of the Entity's share capital or generates changes in the decision-making or control unit of the latter, prior authorization from the SMV is required. For this purpose, it must comply with submitting the information required to request organization authorization, as applicable, in accordance with the provisions of Article 12 of said rules;

That, for this purpose, the information and documentation detailed in Article 5, literal A, must be submitted, documentation that must allow accrediting the economic and moral solvency of the natural or legal person, as applicable, and in Article 6 of the aforementioned rules;

That, through writings submitted up to 17 November 2023, Anka Sociedad Administradora de Fondos de Inversión S.A. requested authorization from the Superintendency of the Securities Market for Mr. Vittorio Jesús Pessagno Vílchez (hereinafter, MR. PESSAGNO) to exceed ten percent (10%) of its share capital. For which they informed that they are close to approving a capital increase, through which MR. PESSAGNO would reach 26.99% participation in the share capital of the administrator, through cash contributions and capitalization of receivables;

That the economic solvency of shareholders who exceed ten percent (10%) participation in the share capital of an investment fund management company is determined based on the sworn declaration of assets and the sworn declaration of the origin of funds, as well as the information that the SMV may obtain within the framework of its supervisory functions. For this purpose, the general patrimonial backing available at the date of evaluation is considered, as well as its capacity to dispose of or realize the declared assets, which allow it to make the capital contributions that Anka Sociedad Administradora de Fondos de Inversión S.A. may require in the future;

That, according to the sworn declaration of assets, MR. PESSAGNO declares to own twelve (12) properties (apartments, houses, parking spaces and storage units), for a total value of US$ 1 525 000,00. However, due to their nature as real estate, they are considered non-liquid assets, especially since three (03) of them are for family and/or personal use, eleven (11) are encumbered with mortgages and eleven (11) properties were acquired by the marital community of which MR. PESSAGNO is a part, so the disposal of these depends not only on MR. PESSAGNO;

That, MR. PESSAGNO declares to own three (03) automobiles valued at US$ 85 000,00 acquired by the aforementioned marital community, this value is referential because the potential sale of the automobiles depends on market conditions and their depreciation. Likewise, he declares to own investments in securities whose generation of flows depends on the performance of the issuer and there is no certainty of its occurrence, so it cannot be considered to support as part of the liquidity necessary to make the capital contribution at the appropriate time. Additionally, he declares to maintain other liquid assets for S/ 140 000,00 and debts in the financial system (mortgages) amounting to the sum of S/ 2 787 182,00;

That, therefore, the immediately realizable available assets of MR. PESSAGNO only cover the contribution he would make in cash, so he does not have additional immediately realizable assets. It should be noted that eleven (11) of the twelve (12) properties are affected by mortgage guarantees and the rest of the assets are not immediately realizable;

That, according to the sworn declaration of origin of funds of MR. PESSAGNO and his clarification, the funds for the capital contribution would come mainly from the capitalization of credits that originated from mutual loans granted in favor of Anka Sociedad Administradora de Fondos de Inversión S.A., which would be reflected in accounts payable of the administrator's financial statements, as well as cash contributions. However, MR. PESSAGNO has not informed about the source of income that has allowed him to form the patrimony that he will use for the aforementioned capital contribution;

That, the capitalization of credits would be for an amount of S/2 187 597,75. In this regard, documentation supporting the origin of the receivables (contracts entered into and evidence of financial transactions) was requested. However, the mutual loan contracts granted in favor of the administrator that would support the receivables nor all the evidence supporting them have not been presented. Regarding the evidence, some do not have a date, nor do they state the name of MR. PESSAGNO and the sum of the deposits amounts to a total of S/ 297 178,40 and US$

305 860,00, making a total amount equivalent in soles1 of S/ 1 130 152,70, an amount lower than the total of the receivables that are intended to be capitalized. In this regard, it has not proven the relationship of the aforementioned records with the loan agreements that MR. PESSAGNO would have entered into with the management company, and therefore the economic capacity of MR. PESSAGNO to make the contribution through the capitalization of receivables has not been demonstrated;

That, from the arguments set forth, it is concluded that MR. PESSAGNO has not proven to have economic solvency for authorization to hold a participation exceeding 10% of the share capital of Anka Sociedad Administradora de Fondos de Inversión S.A., considering that: (i) the assets he owns are not immediately realizable and the immediately realizable asset (cash in a savings account) does not exceed the cash contribution he would make, which would not allow him to make future capital contributions that the shareholders of the management company must make to maintain its normal development or to assume possible losses derived from its operations; (ii) he has not submitted the information requested to prove the origin of the receivables to be capitalized; and (iii) he has not included information on the source of the income that has allowed him to build the patrimony he will use for the capital contribution to the management company;

In accordance with the provisions of article 13 of the Common Rules for entities requiring authorization for organization and operation and in application of article 38, numeral 5, literal iii, of the Regulations on Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF;

RESOLVES:

Article 1.- Deny the authorization request for Mr. Vittorio Jesús Pessagno Vílchez to acquire up to 26.99% participation in the share capital of Anka Sociedad Administradora de Fondos de Inversión S.A. through cash contributions and capitalization of receivables.

Article 2.- Order the dissemination of this resolution on the Securities Market Portal of the Superintendency of the Securities Market (https://www.gob.pe/smv).

Article 3.- Transcribe this resolution to Anka Sociedad Administradora de Fondos de Inversión S.A.

Register, communicate and publish.

Armando Manco Manco
General Superintendent
General Superintendency of Entity Supervision

[1] Weighted average purchase exchange rate SBS as of 29 December 2023.