AENZA S.A.A. (the “Company”) hereby informs that it plans to change
the ratio of its American Depositary Shares (“ADSs”) to its common
shares (the “ADS Ratio”) from the current ADS Ratio of one
(1) ADS to five (5) common shares, to a new ADS Ratio of
one (1) ADS to fifteen (15) common shares (the “ADS Ratio
Change”). The Company anticipates that the ADS Ratio Change will be
effective on or about November 22, 2022.
For the Company’s ADS holders, the ADS Ratio Change will have the
same effect as a one-for-three reverse share
split. Effective as of November 22, 2022, ADS holders will be
required to surrender and exchange every three (3) existing
ADSs then held for one (1) new ADS. The Bank of New York
Mellon (the “Depositary”), as the depositary bank for the Company’s
ADSs program, will arrange for the exchange of current ADSs for new
ADSs. The Company’s ADSs will continue to be traded on the New York
Stock Exchange under the ticker symbol “AENZ”.
No fractional new ADSs will be issued in connection with the ADS
Ratio Change. Instead, fractional entitlements to new ADSs will be
aggregated and sold by the Depositary and the net cash proceeds
from the sale of the fractional ADS entitlements (after deduction
of fees, taxes and expenses) will be distributed to the applicable
ADS holders by the Depositary. The ADS Ratio Change will have no
impact on the Company’s underlying common shares, and no common
shares will be issued or cancelled in connection with the ADS Ratio
Change.
As a result of the ADS Ratio Change, the Company’s ADS trading
price is expected to increase proportionally; however, there can be
no assurance that the ADS trading price after the ADS Ratio Change
will be equal to or greater than three (3) times the ADS
trading price before the change.
Forward-Looking Statements
Certain statements in this current report are forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934, as amended, and are subject to the safe harbor created
thereby. These statements relate to future events or the Company’s
future financial performance and involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
levels of activity, performance or achievements of the Company or
its industry to be materially different from those expressed or
implied by any forward-looking statements. In some cases,
forward-looking statements can be identified by terminology such as
“may,” “will,” “could,” “would,” “should,” “expect,” “plan,”
“anticipate,” “intend,” “believe,” “estimate,” “predict,”
“potential” or other comparable terminology. The Company has based
these forward-looking statements on its current expectations,
assumptions, estimates and projections. While the Company believes
these expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions
and involve known and unknown risks and uncertainties, many of
which are beyond the Company’s control. These and other important
factors, including those discussed under “Risk Factors” in the
Company’s Annual Report on Form 20-F for the year ended
December 31, 2021, as well as the Company’s subsequent filings
with the U.S. Securities and Exchange Commission, may cause actual
results, performance or achievements to differ materially from
those expressed or implied by these forward-looking statements. The
forward-looking statements in this press release are made only as
of the date hereof, and unless otherwise required by applicable
securities laws, the Company disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.