Resolution of the General Superintendency of Conduct Supervision SMV No. 047-2022-SMV/11.1

Lima, 13 July 2022

The General Superintendent of Conduct Supervision

Seen:

Expediente No. 2022024681, as well as Internal Report No. 787-2022-SMV/11.1, of the General Superintendency of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision;

Considering:

That, by means of a document submitted on 10 June 2022, Financiera Oh! S.A. requested the Superintendency of the Securities Market – SMV, through the Single Window system, the delisting of the securities designated "Second Issue of the First Corporate Bond Issuance Program of Financiera OH! S.A.", which were placed within the framework of the "First Corporate Bond Issuance Program of Financiera OH! S.A.", 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 by means of General Superintendency of Conduct Supervision Resolution SMV No. 026-2017-SMV/11.1 of 07 March 2017, within the framework of an advance procedure, the issuance program designated "First Corporate Bond Issuance Program of Financiera OH! S.A." was registered, for up to 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 Base Prospectus was registered in the Public Registry of the Securities Market;

That, within the framework of the "First Corporate Bond Issuance Program of Financiera OH! S.A.", on 26 October 2017, under an automatic approval procedure, the securities designated "Second Issue of the First Corporate Bond Issuance Program of Financiera OH! S.A." were registered, for up to a total amount of S/ 250’000,000.00 (Two Hundred and Fifty Million and 00/100 Soles), and the corresponding Base 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 Financiera OH! S.A., the submission of the documents relating to the total cancellation of the obligations arising from the securities "Second Issue of the First Corporate Bond Issuance Program of Financiera OH! S.A." has been verified;

That, Financiera OH! 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 delisting the securities designated "Second Issue of the First Corporate Bond Issuance Program of Financiera OH! S.A.";

That, Article 37, subsection 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 at the request of the issuer, when the rights over the security are extinguished by amortization, total redemption or another cause;

That, on the other hand, regarding the obligation to carry out a Public Offer for Purchase by Delisting – OPC 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 Offer for Acquisition and Purchase of Securities by 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 "Second Issue of the First Corporate Bond Issuance Program of Financiera OH! S.A." falls within the exception ground for not carrying out an OPC, 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, subsection a), of the Regulation on Public Offer for Acquisition and Purchase of Securities by Delisting;

That, Article 7, item 6, of the Policy on Dissemination of Regulatory Projects, Legal Norms 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, subsection b), of the Securities Market Law; Articles 19, 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 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 "Second Issue of the First Corporate Bond Issuance Program of Financiera OH! S.A.", corresponding to the "First Corporate Bond Issuance Program of Financiera OH! S.A.", from the Public Registry of the Securities Market.

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°.- To disseminate 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 Financiera OH! S.A., as issuer; to Banco Internacional del Perú S.A.A. - Interbank, as structuring entity; to Inteligo Sociedad Agente de Bolsa S.A., as placing agent; to Banco Interamericano de Finanzas - BANBIF, 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 Directorate of Conduct Supervision