UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF
FOREIGN ISSUER
PURSUANT TO
RULE 13a-16 OR 15b-16 OF
THE SECURITIES
EXCHANGE ACT OF 1934
For the month of March
2022
Commission File Number 001-35991
AENZA S.A.A.
(Exact name of registrant as
specified in its charter)
N/A
(Translation of registrant’s name
into English)
Republic of
Peru
(Jurisdiction of incorporation or
organization)
Avenida Paseo
de la República 4667, Lima 34,
Surquillo,
Lima
Peru
(Address of principal executive
offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X____ Form 40-F
_______
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [
]
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [
]
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing
the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes _______ No
___X____
If “Yes” is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): Not
applicable.
March 25, 2022
We are writing to you in
accordance with the provisions of Article 28 of the Securities
Market Law, Unified Text approved by Supreme Decree No. 093-2002-EF
and the Regulation of Relevant Information Communication and
Reserved Information, approved by Resolution SMV No.
005-2014-SMV/01.
In this regard, and as informed
by a Relevant Information Communication dated March 17, 2022, AENZA
entered into a Bridge Loan Agreement for up to US$120,000,000 (One
Hundred Twenty Million and 00/100 United States Dollars), with a
group of financial entities comprised by: (i) Banco BTG Pactual
S.A. - Cayman Branch, (ii) Banco Santander Peru S.A., (iii) HSBC
Mexico, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC,
and (iv) Natixis, New York Branch.
In this regard and in accordance
with paragraphs 4.22(a)(iv) and 4.22(d) of the Indenture of
Convertible Bonds into Shares of AENZA S.A.A., executed on January
13, 2021 between AENZA, as issuer, and Kallpa Securities Sociedad
Agente de Bolsa S.A., as representative of the bondholders,
including its amendment addenda; AENZA is obliged to redeem 100% of
the Outstanding Nominal Value of the Bonds as a consequence of a
Mandatory Redemption for Indebtedness in accordance with the terms
of the Notice of Mandatory Redemption attached as Annex 1 to this
letter.
Without any other particular, we
remain yours.
Sincerely yours,
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AENZA S.A.A.
By: /s/ DANIEL URBINA PEREZ
Name: Daniel Urbina Perez
Title: Chief Legal Officer
Date: March 25, 2022
ANNEX 1
NOTICE
OF MANDATORY REDEMPTION
Issuance of Convertible Notes into Shares of AENZA S.A.A.
We hereby
refer to the Convertible Bond Issuance Agreement dated January 13,
2021, as amended (the "Issuance Agreement") under which AENZA
S.A.A. issued 89,970 Bonds for a par value of US$ 1,000.00 each.
The terms whose first letter is capitalized and which are not
defined in this letter, will have the meaning attributed to them in
the Indenture.
Pursuant to
clause 4.22 of the Indenture, we are required to notify the
Noteholders that the Issuer has entered into a loan agreement
("Loan Agreement") under which a loan of US$120 million will be
received which constitutes Indebtedness under the Indenture and
will trigger the obligation to make a Redemption for Indebtedness.
In this regard, we hereby notify the Bondholders that, provided the
conditions precedent set forth below are met, the Issuer will
redeem all of the Bonds pursuant to Clauses 4.22(a)(iv) and 4.22(d)
of the Indenture and in accordance with the terms set forth
below:
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Mandatory
Redemption:
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Mandatory
Redemption for Indebtedness, as a consequence of a US$120 million
loan to be granted to the Issuer.
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Bonds subject
to Mandatory Redemption for Indebtedness:
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The Issuer
will redeem 100% of the Outstanding Par Value of the Bonds.
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Mandatory
Redemption Date and Conversion Date:
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The Mandatory
Redemption and Conversion Date will take place on the Business Day
following the date of disbursement under the Indenture. Unless the
Issuer notifies the Bondholders of a different date through the
Representative of the Bondholders, the Mandatory Redemption Date
and Conversion Date will be March 31, 2022.
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Maximum Date
for Exercising the Conversion Right:
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Bondholders
wishing to exercise the conversion right under the Mandatory
Redemption for Indebtedness, must send a letter in accordance with
the model attached to this notice to the Bondholders'
Representative no later than March 30, 2022.
The letter
must include the notarized signature of the Bondholders and/or
their representatives, and must be sent within the indicated date
to the following address and attention:
AENZA
S.A.A.
Av. Petit
Thouars 4957, Miraflores, Lima 15046, Peru.
Att: Oscar
Villanueva Díaz
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Conditions
Precedent for the Mandatory Redemption by Indebtedness to take
place:
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The Mandatory
Redemption by Indebtedness will take place provided that the Issuer
has received by March 30, 2022 irrevocable conversion instructions
from Bondholders representing at least US$ 54 million of Nominal
Value of the Bonds, including irrevocable conversion instructions
that the Issuer has received under any other mode under the
Indenture, and the other conditions under the Indenture are
met.
In the event
the above conditions are not met or the Issuer does not obtain a
waiver for them from the lenders under the Indenture, and therefore
the Mandatory Redemption by Indebtedness is not carried out, the
Mandatory Redemption and the instructions of the Bondholders who
have exercised the conversion right as a consequence of the
Mandatory Redemption will be rendered ineffective.
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Payments of
Principal, Interest and Repayment Fee:
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The Issuer
will pay on the Conversion Date to the Bondholders that have
exercised the conversion right (i) the interest accrued since the
last Maturity Date and (ii) the Repayment Fee.
Likewise, the
Issuer will pay on the Mandatory Redemption Date to the Bondholders
who have not exercised the conversion right, (i) 100% of the
Outstanding Nominal Value, (ii) the interest accrued since the last
Maturity Date, and (iii) the Repayment Commission.
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