Resolution of the General Superintendency of Conduct Supervision SMV No. 022-2022-SMV/11.1

Lima, 05 April 2022

The General Superintendent of Conduct Supervision

Seen:

Expediente (File) No. 2022012005, as well as Internal Report No. 458-2022-SMV/11.1 of 05 April 2022, from the General Superintendency of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considering:

That, by means of a document submitted on 24 March 2022, Enfoca Servicios Logísticos S.A., represented by Mr. Edgardo Cavalié Fiedler, requested from the Superintendency of the Securities Market – SMV, through the Single Window system, the delisting of the common shares representing its share capital from the Public Registry of the Securities Market and the Securities Registry of the Lima Stock Exchange;

That, from the evaluation carried out within the framework of the administrative procedure referred to in the preceding recital, it has been verified that by means of General Superintendency of Conduct Supervision Resolution SMV No. 056-2017-SMV/11.1 of 31 July 2017, the registration of the common shares representing the share capital of Enfoca Servicios Logísticos S.A. in the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange was ordered;

That, it has been noted that at the Universal Shareholders' Meeting of Enfoca Servicios Logísticos S.A., held on 24 March 2022, it was agreed, among other matters, to delist all of the common shares representing the company's share capital from the Public Registry of the Securities Market and the Securities Registry of the Lima Stock Exchange, recording that all holders of the aforementioned shares expressly accepted the delisting decision, thereby making it unnecessary to formulate a public tender offer for delisting;

That, within the framework of the provisions of Article 20, item 20.1, of the Regulation on the 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 rules, the SMV forwarded the delisting request to the Lima Stock Exchange, without said entity having raised any objections to the documentation submitted by Enfoca Servicios Logísticos S.A.;

That, Enfoca Servicios Logísticos S.A. has submitted the information and documentation required by the Securities Market Law, Legislative Decree No. 861 and its amending rules, and by the Regulation on the Registration and Delisting of Securities in the Public Registry of the Securities Market and on the Trading Floor, for the purpose of delisting the common shares representing the share capital of the aforementioned company;

That, Article 37, paragraph a), of the Securities Market Law and Article 19, item 19.1, of the Regulation on the 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 a reasoned resolution of the Superintendency of the Securities Market – SMV and is applicable upon the issuer's request when the registration of the securities originated from its own will;

That, 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 by Delisting, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amending rules, it must be pointed out that the delisting of the common shares representing the share capital of Enfoca Servicios Logísticos S.A. falls within the exception grounds for not carrying out a PTO, given that in the agreements recorded in the minutes of the Universal Shareholders' Meeting of Enfoca Servicios Logísticos S.A. it is noted that all holders of the common shares representing the share capital of the aforementioned company expressed their acceptance of the decision to delist said securities, as provided in Article 37, subsection c), of the Regulation on Public Tender Offers for Acquisition and Purchase of Securities by Delisting;

That, Article 7, item 6, of the Policy on the dissemination of regulatory projects, general legal rules, the regulatory 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 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 (www.smv.gob.pe); and,

In accordance with the provisions of Article 37, paragraph a), of the Securities Market Law; Articles 19, 20 and 21 of the Regulation on the 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 Superintendency of the Securities Market, 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 common shares representing the share capital of Enfoca Servicios Logísticos S.A. from the Public Registry of the Securities Market under the responsibility of the Superintendency of the Securities Market – SMV.

Article 2°.- To rule in favor of the delisting of the securities indicated in the preceding article from the Securities Registry of the Lima Stock Exchange.

Article 3°.- Disseminate this Resolution on the Securities Market Portal of the Superintendency of the Securities Market – SMV (www.smv.gob.pe).

Article 4°.- Transcribe this resolution to Enfoca Servicios Logísticos S.A., as issuer; to CAVALI S.A. ICLV; and, to the Bolsa de Valores de Lima S.A.

Register, communicate, and disseminate.

Alix Godos
Intendente General
General Directorate of Conduct Supervision