Individual decision · SMV · 19 Apr 2023
The SMV orders the registration of Alfin Banco S.A.'s Class "B" non-voting shares in the Public Registry of the Securities Market and expresses favor for their registration in the Lima Stock Exchange's Securities Registry. The registration follows the company's 24 February 2023 shareholder agreement and a S/145,543,142 capital increase through 145,543,142 Class "B" shares. The resolution states the registration did not involve verification, inspection, audit, or examination of the issuer's financial situation, and does not certify soundness, solvency, or risks.
PERÚ Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities
“Decade of Equal Opportunities for Women and Men” “Year of unity, peace and development”
Lima, 19 April 2023
The General Intendant of Conduct Supervision
File No. 2023008810, as well as Internal Report No. 592-2023-SMV/11.1 of 19 April 2023, of the General Intendancy of Conduct Supervision of the Deputy Superintendency of Market Conduct Supervision;
That, by document submitted on 27 February 2023, Alfin Banco S.A. requested the Superintendency of the Market in Securities – SMV, through the Single Window system, the registration of the shares representing its Class «B» share capital in the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange;
That, by Issuer Directorate Resolution No. 017-2008-EF/94.06.3 of 23 January 2008, the National Supervisory Commission of Companies and Securities (CONASEV, today Superintendency of the Market in Securities – SMV) ordered the registration of the shares representing the share capital of Alfin Banco S.A. (formerly Banco Azteca del Perú S.A.) in the Public Registry of the Securities Market, and ruled in favor of the listing of said shares in the Securities Registry of the Lima Stock Exchange;
That, in the Universal Shareholders' Meeting of Alfin Banco S.A., of 16 November 2022, among others, it was agreed, by unanimous vote: (i) the change of denomination to Class «A» shares of the 688’295,822 common shares outstanding, (ii) the creation of Class «B» shares, which will not have voting rights and will have other characteristics approved in said meeting; (iii) approve an increase in share capital by new cash contributions in the amount of S/145’543,142.00 soles issuing 145’543,142 shares representing Class «B» share capital without voting rights; (iv) modify various articles of the Bylaws of Alfin Banco S.A. in order to implement said modifications;
That, by SBS Resolution No. 03691-2022 of 30 November 2022, the Superintendency of Banking, Insurance and Private Pension Fund Administrators – SBS resolved to issue a favorable opinion for Alfin Banco S.A. to carry out the modification of articles sixth, ninth, twelfth, fortieth
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third and forty-fourth of its Bylaws approved in the Universal Shareholders' Meeting of 16 November 2022;
That, from the review carried out on the documentation and information submitted by Alfin Banco S.A., it is noted that in the Universal Shareholders' Meeting of Alfin Banco S.A. of 24 February 2023 it was agreed, among others, the registration of the shares representing the Class «B» share capital of said company in the Public Registry of the Securities Market and in the Securities Registry of the Lima Stock Exchange;
That, in accordance with the provisions of article 7, numeral 7.3, of the Regulation for Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange, approved by Resolution No. 031-2012-SMV/01 and its amending norms, the Lima Stock Exchange S.A., by Letter EMI-140/2023, sent to the Superintendency of the Market in Securities – SMV the conclusions of its evaluation of the documentation and information submitted by Alfin Banco S.A. for the purposes of the procedure;
That, on 17 April 2023, Alfin Banco S.A. completed the documentation and information requirements observed by the Superintendency of the Market in Securities – SMV, within the framework of the Single Ordered Text of the Securities Market Law, Legislative Decree No. 861, approved by Supreme Decree No. 020-2023-EF and the Regulation for Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange;
That, in accordance with the provisions of articles 3 and 210 of the Single Ordered Text of the Securities Market Law, any limitation on the free transferability of securities contained in the bylaws lacks legal effect, as well as once the securities are registered in the Public Registry of the Securities Market, the accounting record of the securities clearing and settlement institution shall prevail over any other registry of the issuing company of said securities;
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 No. 014-2014-SMV/01 and its amending norms, establishes that the decisions contained in the administrative resolutions that resolve, among others, the registration of securities in 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 19 and following of the Single Ordered Text of the Securities Market Law, articles 6, 7 and 8 of the Regulation for Registration and Exclusion of Securities in the Public Registry of the Securities Market and in the Stock Exchange; as well as article 46, numeral 6, of the Regulation of Organization and Functions of the SMV, approved by Supreme Decree No. 216-2011-EF and its amending norms, which empowers the General Intendancy of Conduct Supervision to order the registration of securities in the Public Registry of the Securities Market.
Electronic document fi digitally signed within the framework of Law No. 27269, Law of Di gital Signatures and Certificates, its Regulations and amendments.
The integrity of the document and the authorship of the( s) sign ature( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml
Electronic document di gitally signed within the framework of Law No. 27269, Law of Di gital Signatures and Certificates, its Regulations and amendments.
The integrity of the document and the authorship of the( s) sign ature( s) can be verified at https://apps. fi rmaperu.gob.pe/web/validador.xhtml
Article 1.- Order the registration of the shares representing the Class "B" share capital without voting rights of Alfin Banco S.A. in the Public Registry of the Securities Market, under the charge of the Superintendency of the Securities Market – SMV.
Article 2.- Express favor for the registration of the securities indicated in the preceding article in the Securities Registry of the Lima Stock Exchange.
Article 3.- The registration of the securities referred to in this resolution has not entailed administrative verification or inspection activities, nor an audit of the information presented, nor an examination of the economic – financial situation of the issuer, in accordance with the provisions of article 21 of the Single Ordered Text of the Securities Market Law.
Likewise, the registration of the aforementioned securities does not imply certification by the Superintendency of the Securities Market – SMV as to their soundness, the solvency of the issuer, or the risks of the security or the offering; the issuer being responsible for the truthfulness of the information presented to the market, in accordance with the provisions of articles 13 and 24 of the Single Ordered Text of the Securities Market Law.
Article 4.- Disseminate this resolution on the Institutional Page of the SMV on the Single Digital Platform of the Peruvian State for Citizen Orientation (www.gob.pe/smv).
Article 5.- Transcribe this resolution to Alfin Banco S.A., as issuer; to CAVALI S.A. I.C.L.V.; and, to the Lima Stock Exchange S.A.
Register, communicate and disseminate.
Signed by: GODOS GARCIA Alix Fernando | Reason:
Alix Godos
General Intendant
General Intendancy of Conduct Supervision
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