2026-09-11
Added
This resolution authorizes Factotal Perú S.A. to register its "Second Corporate Bond Program of Factotal Perú S.A." for up to S/ 140,000,000.00 (or USD equivalent) and the "First Issue of Corporate Bonds of the Second Corporate Bond Program of Factotal Perú S.A." for up to S/ 70,000,000.00 in the Public Registry of the Securities Market, under the Institutional Investor Market regime. Public offerings under this program can be made for six years and must be directed exclusively to institutional investors, with placement of securities allowed for three years from registration. The information disclosure regime for Factotal Perú S.A. will follow the Consolidated Text of the Securities Market Law, prevailing over the Institutional Investor Market Regulation.
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PERU Ministry of Economy and Finance
SMV
Superintendency of the Securities Market
"Decade of Equal Opportunities for Women and Men" "Year of Hope and the Strengthening of Democracy" 1 Electronic document digitally signed under Law N° 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml Resolution of the General Superintendency SMV Nº 051-2026-SMV/11.1 Lima, September 11, 2026 The General Superintendent of Conduct Supervision
Having seen:
File N° 2026040175, as well as Internal Report N° 1434-2026-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 September 04, 2026, Factotal Perú S.A. requested the Superintendency of the Securities Market – SMV, within the framework of the regime applicable to the Institutional Investor Market, the registration of the issuance program called «Second Corporate Bond Program of Factotal Perú S.A.», for a maximum outstanding amount of S/ 140,000,000.00 (One Hundred Forty Million and 00/100 Soles) or its equivalent in United States Dollars, and the registration of the respective Framework Prospectus in the section «Of the Institutional Investor Market» of the Public Registry of the Securities Market – RPMV; as well as the registration of the securities called «First Issue of Corporate Bonds of the Second Corporate Bond Program of Factotal Perú S.A.», for a maximum amount of S/ 70,000,000.00 (Seventy Million and 00/100 Soles), and the registration of the respective Prospectus Supplement, in the section «Of the Institutional Investor Market» of the Public Registry of the Securities Market;
That, in the documentation and information presented as support for the request to which this resolution refers, it is indicated that at the General Shareholders' Meeting of Factotal Perú S.A., held on April 30, 2026, it was approved to carry out the issuance program «Second Corporate Bond Program of Factotal Perú S.A.», for a maximum outstanding amount of S/ 140,000,000.00 (One Hundred Forty Million and 00/100 Soles) or its equivalent in United States Dollars, as well as the granting of powers to Bastián Ariel Moya Gutierrez, Paola Cecilia Suclla Alarcón and Enrique Stallone Rivera Alvarado, so that any two of them, jointly, may determine, establish, complete, detail or modify, if applicable, all the characteristics, terms or conditions of the issuance program and of the issues and/or series of bonds to be issued under the referred program;
PERU Ministry of Economy and Finance
SMV
Superintendency of the Securities Market
"Decade of Equal Opportunities for Women and Men" "Year of Hope and the Strengthening of Democracy" 2 Electronic document digitally signed under Law N° 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml That, in accordance with the provisions of Article 6 of the Institutional Investor Market Regulation, approved by SMV Resolution N° 021-2013-SMV/01 and its amending norms, the competence of the SMV in the procedure for registering a public offering exclusively directed to institutional investors under the regime of the aforementioned regulation, as well as the respective program and securities, is limited solely to the verification of the presentation of the documentation or requirements established in the Institutional Investor Market Regulation; without implying a pronouncement or validation regarding the content of the documentation or a certification about the goodness, the solvency of the issuer, nor about the risks of the security, the offering or the program;
That, in this sense, from the evaluation of the documentation presented by Factotal Perú S.A. within the framework of the aforementioned request, it has been verified that said entity has complied with presenting the requirements established in Article 8 of the Institutional Investor Market Regulation for the offerings indicated in Article 2, numeral 2.1, of the cited 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 N° 014-2014-SMV/01 and its amending norms, establishes that decisions contained in administrative resolutions referring to the registration of issuance programs and securities within the framework of an anticipated procedure, as well as the registration of informative prospectuses, in the Public Registry of the Securities Market, must be disseminated through the SMV's Institutional Page on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and,
In accordance with the provisions of Article 1 of the Securities Market Promotion Law, Law N° 30050; Articles 2, 7, 8 and 10 of the Institutional Investor Market Regulation; as well as Article 46, numerals 4 and 6, of the Organization and Functions Regulation of the Superintendency of the Securities Market, approved by Supreme Decree N° 216-2011-EF, which empowers the General Superintendency of Conduct Supervision to resolve requests made by regulated entities related to primary public offerings and to evaluate and/or resolve all procedures related to such offerings, as well as to order the registration of securities in the Public Registry of the Securities Market.
Resolves:
Article 1.- To order, within the framework of an anticipated procedure, the registration of the issuance program called «Second Corporate Bond Program of Factotal Perú S.A.», for a maximum outstanding amount of S/ 140,000,000.00 (One Hundred Forty Million and 00/100 Soles) or its equivalent in United States Dollars, and the registration of the corresponding Framework Prospectus in the section «Of the Institutional Investor Market» of the Public Registry of the Securities Market – RPMV.
Article 2.- To order, within the framework of the «Second Corporate Bond Program of Factotal Perú S.A.», the registration of the securities called «First Issue of Corporate Bonds of the Second
PERU Ministry of Economy and Finance
SMV
Superintendency of the Securities Market
"Decade of Equal Opportunities for Women and Men" "Year of Hope and the Strengthening of Democracy" 3 Electronic document digitally signed under Law N° 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml Corporate Bond Program of Factotal Perú S.A.», for a maximum amount of S/ 70,000,000.00 (Seventy Million and 00/100 Soles), and the registration of the respective Prospectus Supplement in the section «Of the Institutional Investor Market» of the Public Registry of the Securities Market – RPMV.
Article 3.- The issues and/or offerings, by public offering, made by virtue of the registration referred to in Article 1 of this resolution, in accordance with the provisions of Article 11, numeral 11.2, of the Institutional Investor Market Regulation, may be carried out 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 cited regulation.
Article 4.- The placement of the securities to be registered within the framework of the «Second Corporate Bond Program of Factotal Perú S.A.», may be carried out within a non-extendable period not exceeding three (3) years, counted from the date of their registration in the Public Registry of the Securities Market – RPMV, provided that the program's term has not expired.
Article 5.- Securities issued under the Institutional Investor Market Regulation may only be offered, subscribed, acquired or placed among institutional investors, in accordance with the provisions of Article 6, numeral 6.10, of the cited regulation.
Article 6.- As long as the issuer maintains securities registered in the Public Registry of the Securities Market – RPMV, under the general regime of the securities market, the applicable periodic and event-based information disclosure regime will be that contained in the Consolidated Text of the Securities Market Law, Legislative Decree N° 861, approved by Supreme Decree N° 020-2023-EF, and in the regulatory norms that develop the obligations contained in said law, prevailing over the disclosure regime provided in the Institutional Investor Market Regulation, in accordance with the provisions of Articles 6, numerals 6.6 and 6.8, and 16 of the Institutional Investor Market Regulation.
Article 7.- The competence of the Superintendency of the Securities Market 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 Institutional Investor Market Regulation, without such verification implying a pronouncement or validation regarding its content, or a certification about the goodness, the solvency of the issuer, nor about the risks of the security or the offering.
Likewise, it is not the responsibility of the Superintendency of the Securities Market to rule on claims or complaints that may arise regarding said registration or the offering 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 involved administrative activities of verification, inspection, or auditing of the information presented, nor an examination of the economic-financial situation of the issuer and does not imply
PERU Ministry of Economy and Finance
SMV
Superintendency of the Securities Market
"Decade of Equal Opportunities for Women and Men" "Year of Hope and the Strengthening of Democracy" 4 Electronic document digitally signed under Law N° 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml certification by the Superintendency of the Securities Market about its goodness, the solvency of the issuer, nor about the risks of the security or the offering, in accordance with the provisions of Articles 21 and 24 of the Consolidated Text of the Securities Market Law.
Likewise, the registration of the issuance program and of the securities, as well as the registration of the respective informative prospectuses, does not imply that the Superintendency of the Securities Market recommends investment in the securities or favorably opines on the business prospects.
Article 9.- To disseminate this resolution on the Institutional Page of the Superintendency of the Securities Market on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).
Article 10.- To transcribe this resolution to Factotal Perú S.A., as issuer; to Banco BBVA Perú, as structuring entity; to BBVA Bolsa Sociedad Agente de Bolsa S.A., as placing agent; to Banco Interamericano de Finanzas S.A., as Representative of the Bondholders; to Bolsa de Valores de Lima S.A.; and to CAVALI S.A. I.C.L.V.
Register, communicate and disseminate.
Alix Godos
General Superintendent
General Superintendency of Conduct Supervision
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Source: Superintendencia del Mercado de Valores (Peru) — original document
Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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