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 October 2023
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)
Av. Petit Thouars 4957
Miraflores
Lima 34, 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 ___☒____ Form 40-F _______
October 19, 2023
Pursuant to the provisions of Article 30 of the
Securities Market Law, Sole Ordered Text approved by Supreme Decree No. 020-2023-EF, and the Regulation of Relevant and Reserved Information,
approved by Resolution SMV No. 005-2014-SM/01 (the “Regulation”), we hereby communicate, as a Relevant Information Communication,
that the Board of Directors of AENZA S. A.A. (the “Company”), held today, approved the Corporate Reorganization Plan of AENZA
S.A.A., which involves the creation of a renewed organizational structure, which groups the Company’s businesses according to their nature,
capabilities and risks. In this sense, the new structure of the AENZA S.A.A. economic group will be formed by two new holding companies,
one that comprises the engineering and construction businesses and another one that comprises the infrastructure and energy businesses;
and Viva Negocio Inmobiliario S.A.C. will remain as the vehicle for the real estate development business.
In this regard, the Board of Directors of the
Company, at its meeting held on October 19, 2023, unanimously agreed as follows:
| 1. | To approve the Corporate Reorganization Plan of AENZA S.A.A.(first, second and third stages), which involves
(i) the adoption of measures for the reorganization of the Company’s equity through the application of the equity accounts “Capital
Premium”, “Legal Reserve” and “Voluntary Reserve” to the equity account “Retained Losses” of the Company
as described in paragraph 2 below, (ii) the implementation of actions to strengthen the equity of Viva Negocio Inmobiliario S.A.C. and
Cumbra Perú S.A., through the contribution of a property and the capitalization of loans, respectively, and (iii) grouping the
activities of the subsidiaries of AENZA S.A.A. according to the nature of the business and risk profile, through the execution of the
Non-monetary Contributions (as this term is defined and described in section 3 below). |
| 2. | To propose to the Company’s General Shareholders’ Meeting that the equity accounts “Capital Premium”,
“Legal Reserve” and “Voluntary Reserve” be applied to the equity account “Retained Losses” of the Company,
in order to improve its equity. |
| 3. | To propose to the Company’s General Shareholders’ Meeting the execution of the following non-monetary
contributions (the “Non-monetary Contributions”): |
| a) | A non-monetary contribution in favor of Unna Infraestructura S.A.C. consisting of shares owned by the
Company representing the capital of: Tren Urbano Lima S.A., Red Vial 5 S.A., Concesionaria La Chira S.A., Inversiones en Autopista S.A.,
Carretera Andina del Sur S.A.C., Concesionaria Via Expresa Sur S.A.C., Carretera Sierra Piura S.A.C. and Agenera S.A.C. |
| b) | A non-monetary contribution in favor of Inversiones Ingeniería y Construcción S.A.C. consisting
of shares owned by the Company representing the capital of: Cumbra Perú S.A. and Cumbra Ingeniería S.A. |
| c) | A non-monetary contribution in favor of UNNA S.A. consisting of the shares owned by the Company representing
the capital of Unna Infraestructura S.A.C. and Unna Energía S.A. |
| 4. | To propose to the General Shareholders’ Meeting of the Company to approve the delegation of powers to
the Board of Directors to determine and establish the book valuation of the shares to be subject to the Non-monetary Contributions based
on a valuation report made by an independent third party, to determine all other conditions and terms for the realization of the Non-monetary
Contributions, to take all steps and perform all other acts that may be necessary and to execute all public and private documents required
to implement, formalize and complete such contributions, as well as to delegate to management all the aforementioned powers, without requiring
any additional resolution of the General Shareholders’ Meeting or the Board of Directors, as applicable. |
| 5. | To convene the General Shareholders’ Meeting of the Company, on first call, on December 13, 2023, on second
call, on December 18, 2023, and on third call, on December 21, 2023, all to be held at 9:30 a.m., via the Teams Platform, to address the
following agenda: |
| a) | Application of the equity accounts “Capital Premium”, “Legal Reserve” and ” Voluntary
Reserve” to the equity account “Retained Losses” of the Company. |
| b) | Non-monetary Contributions in favor of three of the Company’s subsidiaries. |
| c) | Delegation of powers to the Board of Directors to determine the conditions and terms and to carry out
all acts required for the implementation, execution, and formalization of the Non-monetary Contributions, including, but not limited to,
the determination of the values of the shares that will be the object of the Non-monetary Contributions, based on a valuation report made
by a third party. |
| d) | Delegation of powers and granting of powers of attorney to formalize agreements. |
| e) | Others: Report on the Corporate Reorganization Plan of AENZA S.A.A., the first stages of which are described
in items (a) and (b) above; and the next steps, which could consist of various alternatives, including the spin-off of some of its businesses,
to be evaluated and analyzed by the Company. |
| 6. | To assign the Company’s management to carry out the studies and evaluation of a partial spin-off by virtue
of which the Company would segregate a block of assets and liabilities, which would include the shares representing the capital of UNNA
S.A. and Unna Transporte S.A.C., in favor of a company to be constituted; and to inform the General Shareholders’ Meeting about the Corporate
Reorganization Plan, and the next steps, which could consist of several alternatives, including the spin-off of some of its businesses,
as will be evaluated and analyzed by the Company. |
The company has published on its website two legal reports in Spanish
from the tax and corporate perspective on the Corporate Reorganization process.
SIGNATURES
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/ FERNANDO RODRIGO BARRON |
|
Name: |
Fernando Rodrigo Barron |
|
Title: |
VP of Business Development |
|
|
Date: October 19, 2023 |
|
AENZA S.A.A. GENERAL SHAREHOLDERS’ MEETING
First Call – December 13, 2023
Second Call – December 18, 2023
Third Call – December 21, 2023
Motion N° 1
Application of equity accounts
Whereas:
That, by means of a meeting held on October 19,
2023, the Board of Directors agreed to request the General Shareholders’ Meeting to approve:
a) The application of the equity accounts “Capital
Premium”, “Legal Reserve” and “Voluntary Reserve” to the equity account “Retained Losses” of the Company.
Motion:
To agree on the following in relation to the application
of equity accounts:
(i) The application of the equity accounts “Capital
Premium”, “Legal Reserve” and ” Voluntary Reserve” to the equity account ” Retained Losses” of the
Company.
Motion N° 2
Non-monetary contributions in favor of three
subsidiaries of the company
Whereas:
That, for the correct allocation of the risks
intrinsic to the Company’s business lines, it was convenient to transfer to a specific legal vehicle the infrastructure and energy businesses
and, on the other hand, to another specific vehicle the engineering and construction businesses, by means of non-monetary contributions
in favor of three subsidiary companies of the Company.
That, the non-monetary contributions would consist
of: (i) with respect to the first beneficiary company (Unna Infraestructura S.A.C.), of shares issued by the infrastructure companies
owned by the Company, (ii) with respect to the second recipient company (Inversiones Ingeniería y Construcción S.A.C.),
of shares issued by the companies that develop the engineering and construction business, also owned by the Company and (iii) with respect
to the third recipient company (UNNA S.A.), of shares issued by Unna Infraestructura S.A.C. and Unna Energía S.A. (together the
contributions mentioned in (i), (ii) and (iii), the “Non-monetary Contributions”).
That, by means of the meeting held on October
19, 2023, the Board of Directors agreed to request the General Shareholders’ Meeting to approve:
| a) | The non-monetary contribution in favor of Unna Infraestructura S.A.C. consisting of the shares owned by
the Company representing the equity of: Tren Urbano Lima S.A., Red Vial 5 S.A., Concesionaria La Chira S.A., Inversiones en Autopista
S.A., Carretera Andina del Sur S.A.C., Concesionaria Via Expresa Sur S.A.C., Carretera Sierra Piura S.A.C. and Agenera S.A.C. |
| | |
| b) | The non-monetary contribution in favor of Inversiones Ingeniería y Construcción S.A.C. consisting
of the shares owned by the Company representing the capital of: Cumbra Perú S.A. and Cumbra Ingeniería S.A. |
| | |
| c) | The execution of a non-cash contribution in favor of UNNA S.A. consisting of the shares owned by the Company
representing the capital of: Unna Infraestructura S.A.C. and Unna Energía S.A. |
Motion:
To agree on the following in relation to the Non-cash
Contributions:
| i. | Realization of non-cash contribution in favor of Unna Infraestructura S.A.C. consisting of the shares
owned by the Company representing the capital of: Tren Urbano Lima S.A., Red Vial 5 S.A., Concesionaria La Chira S.A., Inversiones en
Autopista S.A., Carretera Andina del Sur S.A.C., Concesionaria Via Expresa Sur S.A.C., Carretera Sierra Piura S.A.C., and Agenera S.A.C. |
| ii. | Non-cash contribution in favor of Inversiones Ingeniería y Construcción S.A.C. consisting
of shares owned by the Company representing the capital of: Cumbra Perú S.A. and Cumbra Ingeniería S.A. |
| iii. | Non-cash contribution in favor of UNNA S.A. consisting of the shares owned by the Company representing
the capital of: Unna Infraestructura S.A.C. and Unna Energía S.A. |
Motion N° 3
Delegation of powers to the Board of Directors
to determine the conditions and terms of the Non-monetary Contributions
Whereas:
That, in order to ensure the correct execution
of the resolutions to be submitted to the Shareholders’ Meeting and which are mentioned in Motion No. 2 above, by means of the meeting
held on October 19, 2023, the Board of Directors agreed to request the Shareholders’ Meeting to approve:
| a) | The delegation of powers to the Board of Directors to determine and establish the book value of the shares
that will be the subject of the Non-Monetary Contributions based on a valuation report made by an independent third party, to determine
all other conditions and terms required for the execution of the Non-Monetary Contributions, to take all steps and perform all other acts
necessary and to sign all public or private documents required to implement, formalize, and complete such contributions, as well as to
delegate to management all the aforementioned powers without requiring any additional resolution of the General Shareholders’ Meeting
or the Board of Directors, as applicable. |
Motion:
Agree to the following in connection with the
delegation of powers:
| i. | To delegate to the Board of Directors powers to determine and establish the book value of the shares to
be the subject of the Non-Monetary Contributions based on a valuation report performed by an independent third party, to determine all
other conditions and terms required for the completion of the Non-Monetary Contributions, to take all steps and perform all other acts
necessary and execute all public or private documents required in order to implement, formalize and complete such contributions, as well
as to delegate to management all the aforementioned powers without requiring any additional resolution of the General Shareholders’ Meeting
or the Board of Directors, as applicable. |
Motion N° 4
Delegation and granting of powers to formalize
agreements
Motion:
To grant powers of attorney to certain officers,
so that they may sign, on behalf of the Company, all public and private documents required for the formalization and registration of the
resolutions adopted at the Meeting.
6
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