PERÚ Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities

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SMV General Intendancy Resolution No. 011-2024-SMV/11.1

Lima, 23 February 2024

The General Intendant of Conduct Supervision

Whereas:

File No. 2024002611, as well as Internal Report No. 231-2024-SMV/11.1 of 21 February 2024, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considering:

That, by document submitted on 22 January 2024, Manufactura de Metales y Aluminio Record S.A., represented by Mr. Eduardo Arturo Varela Van Oordt, requested the Superintendency of the Market in Securities – SMV, through the Single Window system, the exclusion of the investment shares issued by the aforementioned company from the Public Registry of the Securities Market and from the Securities Registry of the Lima Stock Exchange;

That, from the evaluation carried out within the framework of the procedure to which this resolution refers, it has been verified that by CONASEV Resolution No. 205-86-EF/94.10 of 11 July 1986, the registration of the labor shares (today, investment shares) issued by Manufactura de Metales y Aluminio Record S.A. on the Lima Stock Exchange was authorized;

That, within the framework of the provisions of article 1 of CONASEV Resolution No. 181-92-EF-94.10.0 of 9 January 1992, CONASEV (today, Superintendency of the Market in Securities – SMV) automatically registered, in the Securities Registry (today, Public Registry of the Securities Market), those securities that were registered on the Lima Stock Exchange at the date of publication of the, now repealed, Regulation of the Public Registry of Securities and Intermediaries, approved by CONASEV Resolution No. 909-91-EF/94.10;

That, at the General Shareholders' Meeting of Manufactura de Metales y Aluminio Record S.A., held on 03 January 2024, it was approved, among others, the exclusion of the investment shares issued by the aforementioned company from the Public Registry of the Securities Market and from the Securities Registry of the Lima Stock Exchange, as well as the carrying out of a Public Tender Offer for Exclusion on said securities, and, subsequently, a Public Redemption Offer, with the purpose of redeeming the issued investment shares. Likewise, at said shareholders' meeting it was agreed to grant powers to Mr. Eduardo Arturo Varela Van Oordt so that, acting individually and with sole signature, in the name and representation of the company, he may carry out all necessary actions to achieve the exclusion of the indicated securities and formulate the respective Public Tender Offer for Exclusion and the Public Redemption Offer;

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That, from the documentation presented by Manufactura de Metales y Aluminio Record S.A., it was noted that in the minutes of the general shareholders' meeting of the aforementioned company of 03 January 2024, the agreement to carry out a Public Tender Offer for Exclusion, and subsequently, a Public Redemption Offer, with the purpose of finally redeeming all investment shares, as well as the implementation of a restructuring plan, was recorded;

That, to the extent that Manufactura de Metales y Aluminio Record S.A., before various information requests made by the Superintendency of the Market in Securities – SMV during the years 2017, 2018, 2019, 2020 and 2021 for purchases of investment shares of its own issuance, has repeatedly stated that it had not approved an acquisition plan for said shares, that it had no plan with respect to the investment shares it had already acquired and that it had not evaluated the formulation of a Public Redemption Offer (which was also disclosed as a material fact), by Official Letter No. 556-2024-SMV/11.1 of 12 February 2024, information was requested from said issuer since its request for exclusion of the investment shares implied a contradiction to its responses to the aforementioned information requests;

That, by document of 16 February 2024, Manufactura de Metales y Aluminio Record S.A. stated, fundamentally, that the purchases of investment shares of its own issuance were made as a consequence of personal and specific approaches by investment shareholders who required to sell their shares, and that all of them were made on the Stock Exchange of the Lima Stock Exchange at market price, specifying that, at that time, it was not a priority to carry out a Public Redemption Offer on said shares;

That, the situation set forth above evidences a contradiction between the responses formulated by Manufactura de Metales y Aluminio Record S.A. at the time the requests were made before the purchases of investment shares of its own issuance —which, as already indicated, were disclosed as material facts— and the presentation by said issuer of the request to which this resolution refers, a situation that has not been duly clarified by the document of 16 February 2024, reason for which it corresponds to carry out the actions that are necessary so that the pertinent instances rule on said topic, without prejudice to the administrative procedure under analysis;

That, within the framework of the provisions of article 20, numeral 20.3, of the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, approved by SMV Resolution No. 031-2012-SMV/01 and its amending norms, by means of Letter EMI-036/2024, the Lima Stock Exchange indicated that it had not found any observation to the documentation submitted by Manufactura de Metales y Aluminio Record S.A.;

That, in relation to the evaluation of the documentation submitted by Manufactura de Metales y Aluminio Record S.A. in this proceeding, it is considered that said company has submitted the information and documentation required by the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF, as well as by the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange;

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That, article 39, literal a), of the Single Ordered Text of the Securities Market Law and article 19, numeral 19.1, of the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, establish that the exclusion of a security from the Public Registry of the Securities Market takes place by reasoned resolution of the Superintendence of the Securities Market – SMV at the request of the issuer, when the registration of the securities has originated by its own will;

That, article 74 of the Single Ordered Text of the Securities Market Law and article 32 of the Regulation for Public Offer of Acquisition and Purchase of Securities by Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10 and its amending norms, provide that the exclusion of a security from the Public Registry of the Securities Market generates the joint and several obligation of its issuer and, where applicable, of the persons responsible for the exclusion, to carry out a Public Offer of Purchase – OPC;

That, likewise, article 41 of the Single Ordered Text of the Securities Market Law, article 32 of the Regulation for Public Offer of Acquisition and Purchase of Securities by Exclusion, and the last paragraph of article 19 of the Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, provide that the exclusion of a security from the Public Registry of the Securities Market generates the obligation to carry out a Public Offer of Purchase by Exclusion – OPC, except in the cases of exception regulated by the Regulation for Public Offer of Acquisition and Purchase of Securities by Exclusion;

That, in the present case, the exceptions contemplated in the regulations indicated in the preceding recital are not applicable, reason why Manufactura de Metales y Aluminio Record S.A. must direct a Public Offer of Purchase by Exclusion – OPC to the holders of the investment shares, which has the purpose of granting the right of separation to those holders of the securities that are considered affected by the decision of the company to exclude the security from the Public Registry of the Securities Market or from the centralized negotiation mechanism in which the securities are registered, in accordance with article 31 of the Regulation for Public Offer of Acquisition and Purchase of Securities by Exclusion;

That, likewise, according to the provisions of articles 31 and 33 of the Regulation for Public Offer of Acquisition and Purchase of Securities by Exclusion, the exclusion of the investment shares issued by Manufactura de Metales y Aluminio Record S.A., is conditioned to the realization and settlement of the respective Public Offer of Purchase by Exclusion – OPC, which must be carried out within the term established by the regulations, otherwise, the exclusion will not take effect;

That, article 7, numeral 6, of the Policy on Dissemination of Regulatory Projects, Legal Norms of General Character, Early Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014- SMV/01 and its amending norms, establishes that the decisions contained in administrative resolutions that resolve the exclusion of securities from the Public Registry of the Securities Market must be disseminated through the Institutional Page of the SMV on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv); and,

In accordance with the provisions of article 39, literal a), of the Single Ordered Text of the Securities Market Law; articles 19, 20 and 21 of the

Regulation for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange; as well as by article 46, numeral 6, of the Regulation of Organization and Functions of the Superintendence of the Securities Market, approved by Supreme Decree No. 216-2011-EF and its amendments, which empowers the General Intendancy of Conduct Supervision to order the exclusion of securities from the Public Registry of the Securities Market.

Resolves:

Article 1.- To order the exclusion of the investment shares issued by Manufactura de Metales y Aluminio Record S.A. from the Public Registry of the Securities Market under the Superintendency of the Securities Market – SMV, which shall take effect once the corresponding Public Tender Offer for Exclusion – OPC has been made and settled.

Article 2.- To rule in favor of the exclusion of the securities indicated in the preceding article from the Securities Registry of the Lima Stock Exchange, which shall take effect once the corresponding Public Tender Offer for Exclusion – OPC has been made and settled.

Article 3.- The exclusion of the investment shares issued by Manufactura de Metales y Aluminio Record S.A. from the Public Registry of the Securities Market and from the Securities Registry of the Lima Stock Exchange is conditioned upon the prior and effective completion of a Public Tender Offer for Exclusion – OPC, in accordance with the provisions of the Regulation on Public Tender Offers for Acquisition and Purchase of Securities for Exclusion, approved by CONASEV Resolution No. 009-2006-EF-94.10.

Article 4.- Manufactura de Metales y Aluminio Record S.A. must request the initiation of the selection process for the appointment of a valuation entity responsible for determining the minimum price of the investment shares issued by said company to be considered in the Public Tender Offer for Exclusion – OPC, within ten (10) days following the issuance of this resolution, in accordance with the provisions of article 44 of the Regulation on Public Tender Offers for Acquisition and Purchase of Securities for Exclusion.

Article 5.- Manufactura de Metales y Aluminio Record S.A. must formulate the corresponding Public Tender Offer for Exclusion – OPC within the term contemplated in article 44 of the Regulation on Public Tender Offers for Acquisition and Purchase of Securities for Exclusion.

Article 6.- Manufactura de Metales y Aluminio Record S.A. is obligated to disclose any due diligence or the existence of a valuation report or similar, as well as any relevant information that has or bears relation to the price or valuation of the investment shares issued by it, without prejudice to due observance of securities market regulations.

Article 7.- 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 8.- To transcribe this resolution to Manufactura de Metales y Aluminio Record S.A., as issuer; to the Lima Stock Exchange S.A.; and to CAVALI S.A. I.C.L.V.

Signed by: GODOS GARCIA Alix Fernando
Reason:

Alix Godos
General Intendant
General Intendancy of Conduct Supervision

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SMV General Intendancy Resolution No. 011-2024-SMV/11.1

Whereas:

Considering:

Resolves:

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