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 31, 2022
We are notifying you in
accordance with the provisions of Article 28 of the Securities
Market Law, Official 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, we are pleased to inform the
following:
In relation to the bonds
convertible into common shares with voting rights of AENZA S.A.A.
(hereinafter, "AENZA") that were issued on August 13, 2021 under
the Indenture dated January 13, 2021 and its amending addenda (the
"Indenture"), for US$ 89,970,000.00 (Eighty-Nine Million Nine
Hundred Seventy Thousand and 00/100 United States Dollars)
(hereinafter, the "Convertible Bonds"); holders of 78,970
Convertible Bonds, each for a par value of US$ 1,000. 00 (One
Thousand and 00/100 United States Dollars) and for a principal
amount equivalent to US$ 78,970,000.00 (Seventy-Eight Million Nine
Hundred Seventy Thousand and 00/100 United States Dollars), have
communicated the exercise of their conversion right within the
terms set forth in the Indenture.
Thus, in accordance with the
Indenture, the applicable "Conversion Date" is March 31, 2022, the
date on which AENZA must convert all of the 78,970 bonds previously
mentioned into common shares of the company, as well as pay the
accrued interest to the bondholders who have exercised their
conversion rights.
It should be noted that this
conversion carried out on March 31, 2022, is additional to the one
previously carried out on February 28, 2022, for 11,000 convertible
bonds that were exchanged for common shares at the request of their
holders, all of which was duly informed by AENZA by means of a
Relevant Information Communication dated February 28, 2022.
As a consequence of the
conversion of 78,970 Convertible Bonds into shares of AENZA,
provisional certificates have been issued today for 287,261,051 new
common shares of AENZA S.A.A., with a par value of S/1.00 each,
with voting rights, which are fully subscribed and fully
paid.
In this regard, AENZA's capital
stock has increased by S/287,261,051.00 (Two Hundred Eighty-Seven
Million Two Hundred Sixty-One Thousand and Fifty-One and 00/100
Soles), from S/909,718,928. 00 (Nine Hundred Nine Million Seven
Hundred Eighteen Thousand Nine Hundred Twenty-eight and 00/100
Soles) to S/1,196,979,979.00 (One Billion One Hundred Ninety-Six
Million Nine Hundred Seventy-Nine Thousand Nine Hundred
Seventy-Nine and 00/100 Soles).
|
III.
|
Payment of Accrued Interest
|
In view of the exercise of the
conversion right by bondholders holding a total of 78,970 bonds,
today AENZA has fully paid the accrued interest corresponding to
such Convertible Bonds in the amount of S/ 807,248.90 (Eight
Hundred and Seven Thousand Two Hundred and Forty-Eight and 90/100
Soles).
|
IV.
|
Cancellation of the Bonds
|
After the conversion of the
Convertible Bonds referred to in this Relevant Information
Communication and the conversion made on February 28, 2022 by
holders of 11,000 Convertible Bonds, it is reported that all of the
Convertible Bonds issued under the Indenture have been converted
into common shares of AENZA, and therefore the Convertible Bonds
have been fully cancelled.
On March 25, 2022, AENZA notified
the holders of the Convertible Bonds and communicated as a Relevant
Information Communication, the Notice of Mandatory Redemption for
Indebtedness pursuant to paragraphs 4.22(a)(iv) and 4.22(d) of the
Indenture.
However, all the holders of
Convertible Notes have exercised the conversion right pursuant to
clause 20.1 of the Indenture, which allowed them to send their
communication exercising such right until the business day prior to
a "Conversion Date" (in this case, the last business day of each
month or March 31, 2022).
In this sense, no holder of
Convertible Bonds has exercised the conversion right as a
consequence of the Mandatory Redemption Notice due to Indebtedness,
and has exercised the regular conversion procedure established in
clause 20.1 of the Indenture; therefore, the payment of the
repayment commission does not correspond.
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 31, 2022