Individual decision · SMV · 15 Oct 2024
The SMV orders the exclusion of Luz del Sur S.A.A.'s "First Issue of the Third Corporate Bond and Short-Term Instrument Issuance Program" from the Public Registry of the Stock Market and rules in favor of its exclusion from the Lima Stock Exchange's Securities Registry, following total cancellation of the obligations. The delisting falls within the exception to the Public Offer for Delisting, so no such offer is required. The resolution is to be disseminated on the SMV website and transcribed to Luz del Sur, Inteligo Sociedad Agente de Bolsa, the Lima Stock Exchange and CAVALI.
PERU Ministry of Economy and Finance
SMV
Superintendency of the Stock Market of Securities
“Decade of Equality of Opportunities for Women and Men” "Year of the Bicentennial, of the consolidation of our Independence, and of the commemoration of the heroic battles of Junín and Ayacucho"
Lima, 15 October 2024
The Acting General Director of Conduct Supervision
File No. 2024039424, as well as Internal Report No. 1301-2024-SMV/11.1 of the General Directorate of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.
That, by means of documents submitted on 17 and 27 September 2024, Luz del Sur S.A.A. requested from the Superintendency of the Stock Market – SMV, through the Single Window system, the delisting of the securities designated «First Issue of the Third Corporate Bond and Short-Term Instrument Issuance Program of Luz del Sur S.A.A.», which were placed within the framework of the «Third Corporate Bond and Short-Term Instrument Issuance Program of Luz del Sur S.A.A.», in the Public Registry of the Stock Market and the Securities Registry of the Lima Stock Exchange, due to the total cancellation of the obligations arising therefrom;
That, it has been verified that, by means of General Directorate Resolution SMV No. 029-2014-SMV/11.1 of 28 March 2014, within the framework of an expedited procedure, the issuance program designated «Third Corporate Bond and Short-Term Instrument Issuance Program of Luz del Sur S.A.A.» was registered, for a maximum amount in circulation of US$ 350’000,000.00 (Three Hundred Fifty Million and 00/100 United States Dollars) or its equivalent in Soles, and the corresponding Master Prospectus was registered in the Public Registry of the Stock Market;
That, within the framework of the aforementioned issuance program, on 29 May 2014, under an automatic approval procedure, the securities designated «First Issue of the Third Corporate Bond and Short-Term Instrument Issuance Program of Luz del Sur S.A.A.» were registered, for a maximum amount in circulation equivalent to US$ 50’000,000.00 (Fifty Million and 00/100 United States Dollars) in national currency, and the respective Master Prospectus Supplement was registered in the Public Registry of the Stock Market and, subsequently, in the Securities Registry of the Lima Stock Exchange;
That, in accordance with the provisions of Article 20, item 20.1, of the Regulation on the Registration and Delisting of Securities in the
Electronic document fi nally signed digitally within the framework of Law No. 27269, Law of Si gnatures and Digital Certificates, its Regulations and amendments.
The integrity of the document and the authorship of the si gnature(s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml PERU Ministry of Economy and Finance
SMV
Superintendency of the Stock Market of Securities “Decade of Equality of Opportunities for Women and Men” "Year of the Bicentennial, of the consolidation of our Independence, and of the commemoration of the heroic battles of Junín and Ayacucho"
Public Registry of the Stock Market and in the Trading Floor, approved by Resolution SMV No. 031-2012-SMV/01 and its amending rules, the SMV forwarded the delisting request to the Lima Stock Exchange, without said entity having raised any objections to the documentation submitted; That, from the evaluation of the documentation submitted by Luz del Sur S.A.A., the submission of the documents relating to the total cancellation of the obligations arising from the securities designated «First Issue of the Third Corporate Bond and Short-Term Instrument Issuance Program of Luz del Sur S.A.A.» has been verified;
That, Luz del Sur S.A.A. has submitted the information and documentation required by the Single Consolidated Text of the Stock Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, as well as by the Regulation on the Registration and Delisting of Securities in the Public Registry of the Stock Market and in the Trading Floor, for the purpose of the delisting of the securities designated «First Issue of the Third Corporate Bond and Short-Term Instrument Issuance Program of Luz del Sur S.A.A.»;
That, Article 39, letter b), of the Single Consolidated Text of the Stock Market Law; as well as Articles 20 and 23 of the Regulation on the Registration and Delisting of Securities in the Public Registry of the Stock Market and in the Trading Floor, establish that the delisting of a security from the Public Registry of the Stock Market takes place by a reasoned resolution of the SMV, when the rights over the security become extinguished, by amortization, total redemption or any other cause;
That, regarding the obligation to carry out a Public Offer for Delisting – POD when a security is delisted from the Public Registry of the Stock Market, established in Article 41 of the Single Consolidated Text of the Stock Market Law and in Article 32 of the Regulation on Public Acquisition and Purchase Offers for Delisting, approved by Resolution CONASEV No. 009-2006-EF/94.10 and its amending rules, it must be noted that the delisting of the securities «First Issue of the Third Corporate Bond and Short-Term Instrument Issuance Program of Luz del Sur S.A.A.» falls within the exception ground for not carrying out a POD, contemplated both in Article 23 of the Regulation on the Registration and Delisting of Securities in the Public Registry of the Stock Market and in the Trading Floor, and in Article 37, letter a), of the Regulation on Public Acquisition and Purchase Offers for Delisting;
Whereas, Article 39, subparagraph b), of the Single Ordered 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 Stock Exchange 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 the rights over the security occurs, by amortization, total redemption or another cause;
Que, regarding the obligation to carry out a Public Purchase Offer by Exclusion – OPC when a security is excluded from the Public Registry of the Securities Market, established in article 41 of the Single Ordered Text of the Securities Market Law and in article 32 of the Public Acquisition Offer and Purchase of Securities by Exclusion Regulation, approved by CONASEV Resolution N° 009-2006-EF/94.10 and its amending rules, it must be noted that the exclusion of the securities «Primera Emisión del Tercer Programa de Emisión de Bonos Corporativos e Instrumentos de Corto Plazo de Luz del Sur S.A.A.» falls within the exception ground for not carrying out an OPC, contemplated both in article 23 of the Regulation on Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange Trading Floor, as well as in article 37, literal a), of the Public Acquisition Offer and Purchase of Securities by Exclusion Regulation;
Whereas, Article 7, item 6, of the Policy on the Dissemination of Regulatory Projects, General Legal Norms, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its amending rules, establishes that decisions contained in administrative resolutions that resolve the exclusion of securities from the Public Registry of the Stock Market must be disseminated through the SMV Institutional Website on the Single Digital Platform of the Peruvian State for Citizen Guidance (www.gob.pe/smv); and,
In view of the provisions of Article 39, subsection b), of the Single Ordered Text of the Stock Market Law; Articles 19, 20, 21 and 23 of the Regulation on the Registration and Exclusion of Securities in the Public Registry
Electronic document di gitally signed within the framework of Law No. 27269, Law of Di gital Signatures and Certificates, its Regulations and amendments.
The integrity of the document and the authorship of the si gnatu re(s) s) can be verified at https://apps. di giperu.gob.pe/web/validador.xhtml
of the Stock Market and on the Stock Exchange Floor; as well as by Article 46, item 6, of the Regulation on the Organization and Functions of the Superintendency of the Stock Market, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Directorate of Conduct Supervision to order the exclusion of securities from the Public Registry of the Stock Market.
Article 1°.- To order the exclusion of the securities designated "First Issue of the Third Corporate Bond and Short-Term Instrument Issuance Program of Luz del Sur S.A.A.", corresponding to the "Third Corporate Bond and Short-Term Instrument Issuance Program of Luz del Sur S.A.A.", from the Public Registry of the Stock Market.
Article 2°.- To rule in favor of the exclusion of the securities indicated in the preceding article from the Securities Registry of the Lima Stock Exchange.
Article 3°.- To disseminate this resolution on the SMV Institutional Website on the Single Digital Platform of the Peruvian State for Citizen Guidance (www.gob.pe/smv).
Article 4°.- To transcribe this resolution to Luz del Sur S.A.A., as issuer; to Inteligo Sociedad Agente de Bolsa S.A. 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.
Signed by: SALAZAR MARIN Jose Luis FAU Reason:
José Luis Salazar Marín
Acting General Director
General Directorate of Conduct Supervision
Electronic document di gitally signed within the framework of Law No. 27269, Law of Di gital Signatures and Certificates, its Regulations and amendments.
The integrity of the document and the authorship of the si gnatu re(s) s) can be verified at https://apps. di giperu.gob.pe/web/validador.xhtml
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“approved by SMV Resolution No. 014-2014-SMV/01 and its amending rules”
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