2026-08-10
Added
This resolution orders the registration of the «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú» for a maximum of S/ 400,000,000.00 or its USD equivalent, along with its Master Prospectus, in the Public Registry of Securities Market. It also registers three specific issuances under this program: a First Issuance for S/ 250,000,000.00, a Second Issuance for S/ 250,000,000.00, and a Third Issuance for S/ 200,000,000.00, including their respective Master Prospectus Supplements, in the Public Registry and the Lima Stock Exchange. Issuances and offers under the program are permitted for six years from the program's registration, with an updated master prospectus required after three years, and placement of securities must occur within three years of their individual registration.
PERU Ministry of Economy and Finance
SMV Superintendency of Securities Market “Decade of Equal Opportunities for Women and Men” “Year of Hope and the Strengthening of Democracy” 1 Electronic document digitally signed within the framework of Law N° 27269, Law on 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 N° 043-2026-SMV/11.1 Lima, August 10, 2026 The General Superintendent of Conduct Supervision Having Seen: File N° 2026029493, as well as Internal Report N° 1218-2026-SMV/11.1 of August 10, 2026, from the General Superintendency of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision. Considering: That, by means of a letter submitted on June 26, 2026, Empresa de Créditos Santander Consumo Perú S.A. requested the Superintendency of Securities Market – SMV, within the framework of an expedited procedure, the registration of the issuance program called «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú», for a maximum amount in circulation of S/ 400’000,000.00 (Four Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, and the registration of the corresponding Master Prospectus in the Public Registry of Securities Market – RPMV; That, at the same time, Empresa de Créditos Santander Consumo Perú S.A. requested, within the framework of the aforementioned issuance program, the registration of the securities called «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú – First Issuance», for a maximum amount in circulation of S/ 250’000,000.00 (Two Hundred Fifty Million and 00/100 Soles); «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú – Second Issuance», for a maximum amount in circulation of S/ 250’000,000.00 (Two Hundred Fifty Million and 00/100 Soles); and «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú – Third Issuance», for a maximum amount in circulation of S/ 200’000,000.00 (Two Hundred Million and 00/100 Soles); as well as the registration of the respective Master Prospectus Supplements, in the Public Registry of Securities Market and in the Securities Registry of the Lima Stock Exchange; That, from the documentation and information presented in support of the request to which this resolution refers, it has been noted that at the General Shareholders' Meeting of Empresa de Créditos Santander Consumo Perú S.A., held on May 21, 2026, it was agreed, among other things, to approve the «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú», for a maximum amount in circulation of S/ 400’000,000.00 PERU Ministry of Economy and Finance
SMV Superintendency of Securities Market “Decade of Equal Opportunities for Women and Men” “Year of Hope and the Strengthening of Democracy” 2 Electronic document digitally signed within the framework of Law N° 27269, Law on 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 (Four Hundred Million and 00/100 Soles) or its equivalent in United States Dollars; as well as granting powers to Messrs. Víctor Andrés Zúñiga Flores, Aldo Sarria Lancho, Cecilia Katherine Dávila Gallo, Susan Mary Obregon Jara, Martha Elizabeth Alvarez Montes and César Alfredo Valencia Zuñiga so that, any two (2) of them jointly, may determine, complete, detail or modify, if applicable, the terms, conditions and characteristics of the «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú» (including its issuances and/or series); That, the Superintendency of Banking, Insurance and Private Pension Fund Administrators – SBS, by means of SBS Resolution N° 01645-2026 of June 18, 2026, resolved to issue a favorable opinion for Empresa de Créditos Santander Consumo Perú S.A. to carry out the issuance of corporate bonds within the framework of the «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú», for a maximum amount in circulation of S/ 400’000,000.00 (Four Hundred Million and 00/100 Soles) or its equivalent in United States Dollars; That, by means of a letter dated July 31, 2026, Empresa de Créditos Santander Consumo Perú S.A. has completed the documentation and information requirements demanded by the Consolidated Text of the Securities Market Law, Legislative Decree N° 861, approved by Supreme Decree N° 020-2023-EF; as well as by the Regulation on Primary Public Offering and Sale of Securities, approved by CONASEV Resolution N° 141-1998-EF/94.10 and its amending and complementary regulations; 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 regulations, establishes that the decisions contained in administrative resolutions that resolve the registration of issuance programs and securities within the framework of an expedited procedure, as well as the registration of informative prospectuses, in the Public Registry of Securities Market, must be disseminated through the SMV 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 Articles 58 et seq. of the Consolidated Text of the Securities Market Law; as well as Article 46, numerals 4 and 6, of the Regulations on Organization and Functions of the Superintendency of Securities Market, approved by Supreme Decree N° 216-2011-EF and its amendments, 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 Securities Market. Resolves: Article 1.- To order, within the framework of an expedited procedure, the registration of the issuance program called «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú», for a maximum amount in circulation of S/ 400’000,000.00 (Four Hundred Million and 00/100 Soles) or its equivalent in United States Dollars, as well as the registration of the corresponding Master Prospectus in the Public Registry of Securities Market – RPMV. Article 2.- To order, within the framework of the «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú», the registration of the securities called «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú – First Issuance», for a maximum amount in circulation of S/ 250’000,000.00 (Two Hundred Fifty Million and 00/100 Soles), and the registration of the respective Master Prospectus Supplement in the Public Registry of Securities Market – RPMV. Article 3.- To order, within the framework of the «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú», the registration of the securities called «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú – Second Issuance», for a maximum amount in circulation of S/ 250’000,000.00 (Two Hundred Fifty Million and 00/100 Soles), and the registration of the respective Master Prospectus Supplement in the Public Registry of Securities Market – RPMV. Article 4.- To order, within the framework of the «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú», the registration of the securities called «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú – Third Issuance», for a maximum amount in circulation of S/ 200’000,000.00 (Two Hundred Million and 00/100 Soles), and the registration of the respective Master Prospectus Supplement in the Public Registry of Securities Market – RPMV. Article 5.- To rule in favor of the registration of the securities «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú – First Issuance», «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú – Second Issuance» and «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú – Third Issuance» in the Securities Registry of the Lima Stock Exchange. Article 6.- The registration of the securities and the registration of the Master Prospectus Supplements carried out within the framework of the program referred to in Article 1 of this Resolution shall be carried out under an automatic approval procedure, provided that Empresa de Créditos Santander Consumo Perú S.A. maintains its status as a qualified entity and it concerns the issuance of typical securities. Otherwise, the registration of the securities and the registration of the corresponding prospectuses shall be subject to the provisions of Article 14, numeral 14.3.2, of the Regulation on Primary Public Offering and Sale of Securities. Article 7.- The issuances and/or offers made within the framework of the program referred to in Article 1 of this resolution, in accordance with the provisions of Article 14, numeral 14.2.3, of the Regulation on Primary Public Offering and Sale of Securities, may be carried out during the six (06) years following the date of registration of the issuance program, a term that is non-extendable. After three (03) years from the effective date of the program's registration and within the following thirty (30) calendar days, the issuer must submit an updated master prospectus that consolidates all variations made to it as of the date of its submission, as well as the update of the remaining relevant documentation and information; otherwise, it may not make new offers until this procedure is complied with. Article 8.- The placement of the securities registered and to be registered within the framework of the «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú» may be carried out within a non-extendable period not exceeding three (3) years, counted from the date of registration of the security in the Public Registry of Securities Market – RPMV, provided that the validity period of the program's registration and the expedited procedure have not expired, and that the corresponding information and documentation are duly updated, in accordance with the provisions of Article 25 of the Regulation on Primary Public Offering and Sale of Securities. Article 9.- The registration of the issuance program «Second Corporate Bond Program of Empresa de Créditos Santander Consumo Perú» and of the securities referred to in this resolution has not involved administrative verification, inspection, or auditing activities of the information presented, nor an examination of the issuer's economic-financial situation, and does not imply certification by the Superintendency of Securities Market – SMV regarding its soundness, the issuer's solvency, or the risks of the security or the offering; the issuer being responsible for the veracity of the information presented to the market, in accordance with the provisions of Articles 13, 21, 24 and 65 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 Master Prospectus and the respective Master Prospectus Supplements, does not imply that the Superintendency of Securities Market – SMV recommends investment in the securities or expresses a favorable opinion on the business prospects. Documents and information for a complementary evaluation are available to interested parties in the Public Registry of Securities Market. Article 10.- To disseminate this resolution on the SMV Institutional Page on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv). Article 11.- To transcribe this resolution to Empresa de Créditos Santander Consumo Perú S.A., in its capacity as issuer; to Inteligo Sociedad Agente de Bolsa S.A. in its capacity as placement agent; to Banco Interamericano de Finanzas S.A., in its capacity 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. Alix Godos General Superintendent General Superintendency of Conduct Supervision
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