PERU Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities
"Decade of Equal Opportunities for Women and Men" "Year of Strengthening National Sovereignty"

SMV General Intendancy Resolution No. 031-2022-SMV/11.1

Lima, 06 May 2022

The General Intendant (e) of Conduct Supervision

Whereas:

File No. 2022018159, as well as Internal Report No. 588-2022-SMV/11.1 dated 05 May 2022, from the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision.

Considering:

That, by document submitted on 28 April 2022, Caja Rural de Ahorro y Crédito Cencosud Scotia Perú S.A. requested from the Superintendency of the Market in Securities – SMV, within the framework of the regime applicable to the Institutional Investors Market, the registration of the issuance program called "First Subordinated Bonds Program of Caja Rural de Ahorro y Crédito Cencosud Scotia Perú", up to a maximum issuance amount of S/ 150’000,000.00 (One Hundred Fifty Million and 00/100 Soles), and the registration of the respective Framework Prospectus in the section corresponding to the Institutional Investors Market of the Public Registry of the Securities Market – RPMV;

That, in the documentation and information submitted in support of the request to which this resolution refers, Caja Rural de Ahorro y Crédito Cencosud Scotia Perú S.A. has indicated that at the General Shareholders' Meeting of 22 February 2019, it was approved to carry out the "First Subordinated Bonds Program of Caja Rural de Ahorro y Crédito CAT Perú" (former name of Caja Rural de Ahorro y Crédito Cencosud Scotia Perú S.A.), up to a maximum issuance amount of S/ 150’000,000.00 (One Hundred Fifty Million and 00/100 Soles) or its equivalent in Dollars; and that the delegation of powers to its Board of Directors was agreed so that it may decide, supplement, detail or modify, as the case may be, at the time it considers convenient, all the terms, conditions and characteristics for the implementation of the referred program, issuances and/or series;

That, in accordance with the provisions of article 6 of the Regulation of the Institutional Investors Market, approved by SMV Resolution No. 021-2013-SMV/01 and its amendatory norms, the competence of the SMV in the registration procedure of a public offering directed exclusively to institutional investors that are under the regime of the aforementioned regulation, as well as of the respective program and securities, is limited solely to the verification of the presentation of the documentation or requirements established in the Regulation of the Institutional Investors Market; without this implying a pronouncement or validation as to the content of the documentation or a certification on the soundness, the solvency of the issuer, nor on the risks of the security, the offering or the program;

That, in that sense, from the evaluation carried out on the documentation submitted by Caja Rural de Ahorro y Crédito Cencosud Scotia Perú S.A., within the framework of its request, it has been verified that said entity has submitted the requirements established in article 8 of the Regulation of the Institutional Investors Market 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, Regulatory Agenda and Other Administrative Acts of the SMV, approved by SMV Resolution No. 014-2014- SMV/01 and its amendments, establishes that the decisions contained in administrative resolutions that resolve the registration of issuance programs and securities within the framework of an advance procedure, as well as the registration of informative prospectuses, in the Public Registry of the Securities Market, must be disseminated through the Securities Market Portal of the Superintendency of the Market in Securities (www.smv.gob.pe); and,

In accordance with the provisions of article 1 of the Securities Market Promotion Law, Law No. 30050; articles 2, 7, 8 and 10 of the Regulation of the Institutional Investors Market, as well as article 46, numeral 4, of the Regulation of Organization and Functions of the Superintendency of the Market in Securities, approved by Supreme Decree No. 216-2011-EF, which empowers the General Intendancy of Conduct Supervision to resolve requests made by administered entities related to primary public offerings and to evaluate and/or resolve all procedures related to such offerings.

Resolves:

Article 1.- To order, within the framework of an advance procedure, the registration of the issuance program called "First Subordinated Bonds Program of Caja Rural de Ahorro y Crédito Cencosud Scotia Perú", up to a maximum issuance amount of S/ 150’000,000.00 (One Hundred Fifty Million and 00/100 Soles), and the registration of the corresponding Framework Prospectus in the section "Of the Institutional Investors Market" of the Public Registry of the Securities Market – RPMV.

Article 2.- The issuances and/or offerings 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 Regulation of the Institutional Investors Market, may be made 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 3.- The placement of the securities to be registered under the «First Program of Subordinated Bonds of Caja Rural de Ahorro y Crédito Cencosud Scotia Perú» may be made within a non-extendable term not exceeding three (3) years, computed from the date of its registration in the Public Registry of the Securities Market – RPMV, provided that the term of the program has not expired.

Article 4.- The securities issued under the Regulations of the Institutional Investors Market may only be offered, subscribed, acquired or placed among institutional investors, in accordance with the provisions of article 6, numeral 6.10, of the aforementioned regulations.

Article 5.- In accordance with the provisions of article 6, numeral 6.8, of the Regulations of the Institutional Investors Market and, as long as Caja Rural de Ahorro y Crédito Cencosud Scotia Perú S.A. does not maintain securities registered in the Public Registry of the Securities Market under the general regime or the Alternative Market of Securities, the special regime of periodic and eventual information disclosure provided in the aforementioned Regulations shall apply to it.

Article 6.- The competence of the Superintendence of the Securities Market – SMV in the registration procedure referred to in article 1 of this resolution is limited solely to the verification of the presentation of the documentation or requirements established in the Regulations of the Institutional Investors Market, without such verification implying a pronouncement or validation as to its content, or a certification as to the soundness, the solvency of the issuer, nor as to the risks of the security or the offer.

Likewise, it is not for the Superintendence of the Securities Market – SMV to rule on the claims or complaints that may arise regarding such registration or the offer 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 7.- The registration of the issuance program referred to in this resolution has not entailed administrative verification, inspection, or audit activities of the information presented, nor an examination of the economic-financial situation of the issuer and does not imply certification by the Superintendence of the Securities Market – SMV as to its soundness, the solvency of the issuer, nor as to the risks of the security or the offer, in accordance with the provisions of articles 19 and 22 of the Securities Market Law, Legislative Decree No. 861 and its amending norms.

Likewise, the registration of the issuance program and the registration of the respective informative prospectus does not imply that the Superintendence of the Securities Market – SMV recommends investment in the securities or expresses a favorable opinion on the business prospects.

Article 8.- Disseminate this resolution on the Securities Market Portal of the Superintendence of the Securities Market – SMV (www.smv.gob.pe).

Article 9.- Transcribe this resolution to Caja Rural de Ahorro y Crédito Cencosud Scotia Perú S.A., as issuer; to Scotiabank Perú S.A.A., as structuring entity; to Scotia Sociedad Agente de Bolsa S.A., as Placement Agent; to Banco de Crédito del Perú S.A., as Representative of the Bondholders; to the Lima Stock Exchange S.A.; and, to CAVALI S.A. ICLV.

Register, communicate and disseminate.

José Luis Salazar Marín
General Superintendent (e)
General Superintendence of Conduct Supervision