Resolution of the General Superintendency of Conduct Supervision SMV No. 061-2022-SMV/11.1

Lima, 26 August 2022

The General Superintendent of Conduct Supervision

Seen:

File No. 2022031605, as well as Internal Report No. 1116-2022-SMV/11.1, from the General Superintendency of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considering:

That, by means of a document submitted on 01 August 2022, Crediscotia Financiera S.A. requested the Superintendency of the Securities Market – SMV, through the Single Window system, the delisting of the securities designated «First Issue of the Fifth Program of Negotiable Deposit Certificates of CrediScotia Financiera», which were placed within the framework of the «Fifth Program of Negotiable Deposit Certificates of CrediScotia Financiera», from the Public Registry of the Securities 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 on 09 May 2019, within the framework of an expedited procedure and under an automatic approval procedure, the issuance program designated «Fifth Program of Negotiable Deposit Certificates of CrediScotia Financiera» was registered, for a maximum amount in circulation of S/ 500’000,000.00 (Five Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, and the corresponding Master Prospectus was registered in the Public Registry of the Securities Market;

That, within the framework of the «Fifth Program of Negotiable Deposit Certificates of CrediScotia Financiera», on 09 May 2019, under an automatic approval procedure, the securities designated «First Issue of the Fifth Program of Negotiable Deposit Certificates of CrediScotia Financiera» were registered, for a total amount of S/250’000,000.00 (Two Hundred and Fifty Million and 00/100 Soles), and the corresponding Master Prospectus Supplement was registered in the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange;

That, from the evaluation of the documentation submitted by Crediscotia Financiera S.A., the submission of the documents relating to the total cancellation of the obligations arising from the securities «First Issue of the Fifth Program of Negotiable Deposit Certificates of CrediScotia Financiera» has been verified;

That, Crediscotia Financiera S.A. has submitted the information and documentation required by the Securities Market Law, Legislative Decree No. 861 and its amending regulations, as well as by the Regulation on Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Trading Floor, approved by SMV Resolution No. 031-2012-SMV/01 and its amending regulations, for the purpose of the delisting of the securities designated «First Issue of the Fifth Program of Negotiable Deposit Certificates of CrediScotia Financiera»;

That, Article 37, paragraph b), of the Securities Market Law, as well as Articles 20 and 23 of the Regulation on Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Trading Floor, establish that the delisting of a security from the Public Registry of the Securities Market takes place by reasoned resolution of the SMV, when the rights over the security become extinguished, by amortization, total redemption or any other cause;

That, on the other hand, regarding the obligation to carry out a Public Tender Offer for Delisting – PTO when a security is delisted from the Public Registry of the Securities Market, established in Article 38 of the Securities Market Law and in Article 32 of the Regulation on Public Tender Offers for Acquisition and Purchase of Securities upon Delisting, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amending regulations, it must be noted that the delisting of the securities designated «First Issue of the Fifth Program of Negotiable Deposit Certificates of CrediScotia Financiera» falls within the exception ground for not carrying out a PTO, contemplated both in Article 23 of the Regulation on Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Trading Floor, and in Article 37, paragraph a), of the Regulation on Public Tender Offers for Acquisition and Purchase of Securities upon Delisting;

That, Article 7, item 6, of the Policy on the Dissemination of Regulatory Projects, Legal Regulations of a General Nature, Regulatory Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its amending regulations, establishes that the decisions contained in administrative resolutions that resolve the delisting of securities from the Public Registry of the Securities Market must be disseminated through the Securities Market Portal of the Superintendency of the Securities Market – SMV (www.smv.gob.pe); and,

In accordance with the provisions of Article 37, paragraph b), of the Securities Market Law; Articles 20, 21 and 23 of the Regulation on Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Trading Floor; as well as Article 46, item 6, of the Regulation on the Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Superintendency of Conduct Supervision to order the delisting of securities from the Public Registry of the Securities Market.

Resolves:

Article 1°.- To order the delisting of the securities designated «First Issue of the Fifth Program of Negotiable Deposit Certificates of CrediScotia Financiera», corresponding to the «Fifth Program of Negotiable Deposit Certificates of CrediScotia Financiera», from the Public Registry of the Securities Market.

Article 2°.- To pronounce 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 publish this resolution on the Securities Market Portal of the Superintendency of the Securities Market – SMV (www.smv.gob.pe).

Article 4°.- To transcribe this resolution to Crediscotia Financiera S.A., in its capacity as issuer; to Scotiabank Perú S.A.A., in its capacity as structuring entity; to the Lima Stock Exchange S.A.; and, to CAVALI S.A. I.C.L.V.

Register, notify, and publish.

Signed by: GODOS GARCIA Alix Fernando | Reason:

Alix Godos
General Superintendent
General Superintendent's Office of Conduct Supervision