Report of Foreign Issuer (6-k)
December 27 2018 - 6:02AM
Edgar (US Regulatory)
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 December 2018
Commission
File Number 001-35991
GRAÑA Y MONTERO S.A.A.
|
(Exact name of registrant as specified in its charter)
|
|
GRAÑA Y MONTERO GROUP
|
(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
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(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.
December 26, 2018
We hereby inform as a Relevant Information Communication that, today the
Board of Directors of Graña y Montero S.A.A. (the "Company") has
unanimously adopted, among others, the following resolutions:
1.
Creation of Strategy and
Investment Committee and new composition of operational committees of
the Board.
1.1. Create the Strategy and Investment Committee as the new
operating committee of the Board.
1.2. Approve the proposal of the Management in relation to the
composition of the operational committees of the Board of Directors,
applicable for the financial year 2019, which is attached as an annex to
this communication.
2.
Capital Increase of the
Company.
2.1. Determine that the amount of the capital increase to date,
after the two rounds of the preemptive rights is S/ 69'380,402.00,
considering the nominal value of S/ 1.00 per share indicated by the
Company's bylaws.
2.2. Specify that, as a consequence of the capital increase,
contributions for US$ 42’571,814.50 were received, product of the
placement value of US$ 0.6136 per share.
2.3. Specify that, the difference between the amount indicated in
item 2.2 (placement value) and item 2.1 (nominal value), will be
accounted as a capital premium.
2.4. Determine that after the two rounds of the preemptive rights,
the capital stock amount to the sum of S/ 729,434,192.00, so it is
appropriate to amend Article 5 of the Company's bylaws, which is worded
as follows:
“Article 5 °. - The capital of the company is S/ 729´434,192.00 (Seven
Hundred Twenty-Nine Million Four Hundred Thirty-Four Thousand One
Hundred Ninety-Two and 00/100 Soles), represented by 729´434,192.00
(Seven Hundred Twenty-Nine Million Four Hundred Thirty-Four Thousand One
Hundred Ninety-Two) shares, of a nominal value of S/ 1.00 each, fully
subscribed and paid, all with the right to vote. "
2.5. Record that after the process of Private Placement of the
shares that were not subscribed in the two rounds of the preemptive
rights, the Board will determine the new amount of the capital increase
taking into account, if applicable, the subscriptions of new common
shares that may occur at this stage, for the purpose of eventually
determining the final amount of the capital increase and to modify
article 5 to what will be its final text.
Relevant information for the Investor:
The rights to subscribe for common shares of Graña y Montero S.A.A., and
the common shares issuable upon the exercise of such rights and to be
issued in the private placement (if the entire capital increase is not
subscribed for by the end of the Second Round), have not been and will
not be registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), or under the securities laws of any state or other
jurisdiction outside of Peru.
Such rights are being made available pursuant to applicable Peruvian law
only in Peru and may not be offered, sold, resold, transferred,
delivered or distributed, directly or indirectly, in, into or within the
United States under applicable U.S. securities laws or other
jurisdictions where prohibited. The common shares issuable upon exercise
of such rights or issued in the private placement may not be offered,
sold or subscribed for except in a transaction that is exempt from, or
not subject to, the registration requirements of the Securities Act.
This communication is not an offer to sell or a solicitation of an offer
to buy any securities in the United States or to U.S. persons.
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.
GRAÑA Y MONTERO S.A.A.
By: /s/ LUIS FRANCISCO DIAZ OLIVERO
Name: Luis Francisco Diaz Olivero
Title:
Chief Executive Officer
Date: December 26, 2018
Annex
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