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Resolution of the General Intendancy of the SMV No. 016-2023-SMV/11.1

Lima, 15 February 2023

The General Intendant of Conduct Supervision

Whereas:

File No. 2023005055, as well as Internal Report No. 238-2023-SMV/11.1 dated 15 February 2023, of the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision;

Considering:

That, by document submitted on 01 February 2023 and completed on 06 February 2023, Finanty S.A. requested the Superintendency of the Securities Market – SMV, within the framework of the regime applicable to the Institutional Investors Market, the registration of the issuance program called «First Finanty Corporate Bond Program», up to a maximum outstanding amount of S/ 100’000,000.00 (One Hundred Million and 00/100 Soles), and the registration of the respective Framework Prospectus in the section «Of the Institutional Investors Market» of the Public Registry of the Securities Market – RPMV; as well as the registration of the securities called «First Issuance of the First Finanty Corporate Bond Program», up to a maximum amount of S/30’000,000.00 (Thirty Million and 00/100 Soles), as well as the registration of the corresponding Framework Prospectus Supplement, in the section «Of the Institutional Investors Market» of the RPMV;

That, in the documentation and information submitted in support of the request to which this resolution refers, it is noted that by general shareholders' meeting of Finanty S.A., held on 02 March 2022 (and according to terms specified by session of the general shareholders' meeting of 28 October 2022), the issuance of debt instruments was agreed up to a maximum outstanding amount of S/ 100’000,000.00 through the «First Finanty Corporate Bond Program»; likewise, that at the general shareholders' meeting of 02 March 2022, it was agreed to delegate powers to Messrs. Carlos Alberto Farro Ruiz, Luis Alberto Ovalle Gates and Carla Estefania Rodriguez Angulo, so that any of them, individually and with sole signature, determine all the terms, conditions and characteristics of said program and its issuances;

That, in accordance with the provisions of article 6 of the Regulation of the Institutional Investors Market, approved by SMV Resolution No. 021-2013-SMV/01 and its amending norms, the competence of the SMV in the registration procedure of a public offering directed exclusively to institutional investors that are under the regime of the aforementioned regulation, as well as of the respective program and securities, is limited solely to the verification of the presentation of the documentation or requirements established in the Regulation of the Institutional Investors Market; without this implying a pronouncement or validation as to the content of the documentation or a certification on the goodness, the solvency of the issuer, nor on the risks of the security, the offering or the program;

That, in that sense, from the evaluation carried out on the documentation submitted by Finanty S.A., within the framework of its request, it has been verified that on 10 February 2023 said entity complied with presenting the requirements established in article 8 of the Regulation of the Institutional Investors Market for the offerings indicated in article 2, numeral 2.1, of the aforementioned regulation;

That, article 7, numeral 6, of the Policy on 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 amendments, establishes that the decisions contained in administrative resolutions that resolve the registration of issuance programs and securities within the framework of an advance procedure, as well as the registration of informative prospectuses, in the Public Registry of the Securities Market, must be disseminated through the Securities Market Portal of the Superintendency of the Securities Market (www.smv.gob.pe); and,

In accordance with the provisions of article 1 of the Law of Promotion of the Securities Market, Law No. 30050; articles 2, 7, 8 and 10 of the Regulation of the Institutional Investors Market, as well as by article 46, numerals 4 and 6, of the Regulation of Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF, which empowers the General Intendancy of Conduct Supervision to resolve the requests made by the administered linked to primary public offerings and evaluate and/or resolve all procedures linked to said offerings, as well as to order the registration of the securities in the RPMV.

Resolves:

Article 1°.- To order, within the framework of an advance procedure, the registration of the issuance program called «First Finanty Corporate Bond Program», up to a maximum outstanding amount of S/100’000,000.00 (One Hundred Million and 00/100 Soles), and the registration of the Framework Prospectus in the section «Of the Institutional Investors Market» of the Public Registry of the Securities Market – RPMV.

Article 2°.- To order, within the framework of an advance procedure, the registration of the securities called «First Issuance of the First Finanty Corporate Bond Program», up to a maximum amount of S/ 30’000,000.00 (Thirty Million and 00/100 Soles), and the registration of the corresponding Framework Prospectus Supplement in the section «Of the Institutional Investors Market» of the Public Registry of the Securities Market – RPMV.

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PERÚ Ministry of Economy and Finance
SMV
Superintendency of the Market of Securities
“Decade of Equal Opportunities for Women and Men” “Year of unity, peace and development”

Article 3.- The issues and/or offers made under the registration referred to in article 1 of this resolution, in accordance with the provisions of article 11, numeral 11.2, of the Regulations of the Institutional Investors Market, may be made during the six (06) years following the date of registration of the issuance program, a term that is non-extendable and must be directed exclusively to institutional investors, in accordance with the provisions of the aforementioned regulations.

Article 4.- The placement of the securities to be registered under the «First Finanty Corporate Bond Program» may be made within a non-extendable term not exceeding three (3) years, counted from the date of its registration in the Public Registry of the Securities Market – RPMV, as long as the term of the program has not expired.

Article 5.- The securities issued under the Regulations of the Institutional Investors Market may only be offered, subscribed, acquired or placed among institutional investors, in accordance with the provisions of article 6, numeral 6.10, of the aforementioned regulations.

Article 6.- In accordance with the provisions of article 6, numeral 6.8, of the Regulations of the Institutional Investors Market and, as long as Finanty S.A. does not maintain securities registered in the Public Registry of the Securities Market under the general regime or the Alternative Market of Securities, the special regime of periodic and occasional information disclosure provided for in the aforementioned regulations shall apply to it.

Article 7.- The competence of the Superintendency of the Securities Market – SMV in the registration procedure referred to in articles 1 and 2 of this resolution is limited solely to the verification of the presentation of the documentation or requirements established in the Regulations of the Institutional Investors Market, without such verification implying a pronouncement or validation as to its content, or a certification on the soundness, the solvency of the issuer, nor on the risks of the security or of the offer.

Likewise, it is not for the Superintendency of the Securities Market – SMV to rule on the claims or complaints that may arise regarding said registration or the offer of securities derived therefrom, without prejudice to the civil and/or criminal liabilities that may correspond to those responsible for the preparation and presentation of the information.

Article 8.- The registration of the issuance program and of the securities referred to in this resolution has not entailed administrative activities of verification, nor inspection, nor audit of the information presented, nor an examination of the economic – financial situation of the issuer and does not imply certification by the Superintendency of the Securities Market – SMV as to its soundness, the solvency of the issuer, nor on the risks of the security or of the offer, in accordance with the provisions of articles 21 and 24 of the Single Ordered Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF.

Likewise, the registration of the issuance program and of the securities, as well as the registration of the respective informative prospectuses do not imply that the Superintendency of the Securities Market – SMV recommends investment in the securities or expresses a favorable opinion on the business prospects.

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Article 9.- Disseminate this Resolution on the Securities Market Portal of the Superintendency of the Securities Market – SMV (www.smv.gob.pe).

Article 10.- Transcribe this Resolution to Finanty S.A., as issuing company; to Credicorp Capital Sociedad Agente de Bolsa S.A., as Placement Agent; to Banco de Crédito del Perú, 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: GODOS GARCIA Alix Fernando
Reason:

Alix Godos
General Intendant
General Intendancy of Conduct Supervision

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