GENERAL SHAREHOLDERS MEETING
March 27, 2019
FIRST MOTION FOR RESOLUTION
Status of the capital increase process with new contributions through Subscription Rounds and Private Placement
approved at the General Shareholders Meeting held on November 6, 2018
Recitals:
WHEREAS, on November 6, 2018, the General Shareholders’ Meeting agreed to increase the equity of Graña y Montero S.A.A. (the "
Company
") providing the creation of up to a total of 211,846,407 new common shares with voting rights, of a minimum placement value of US$ 0.6136
and a nominal value of S/. 1.00 each, within which was allowed the Preemptive Right by the shareholders of the Company, and in the case of the existence of remaining shares, a Private Offer (the "
Transaction
").
WHEREAS, on November 6, 2018, the Board of Directors approved the specific terms and conditions of the Transaction, including the
approval of the issuance of up to 211,846,065 new common shares with voting rights, of a minimum value of US$ 0.6136 and a nominal value of S/. 1.00 each, as well as the rules for the exercise of the Preemptive Right by the shareholders and for
the Private Offer.
WHEREAS, on December 18, 2018, finished the First Round of Preemptive Rights, having subscribed and paid a total of 68,372,101 common
shares with voting rights of a minimum value of US$ 0.6136 and a nominal value of S/. 1.00 each.
WHEREAS, on December 21, 2018, finished the Second Round of Preemptive Rights, having subscribed and paid a total of 1,008,301 common
shares with voting rights of a minimum value of US$ 0.6136 and a nominal value of S/. 1.00 each.
WHEREAS, according to the placement value of US$ 0.6136 per share, the total amount collected by the Company in both Rounds of Preemptive
Rights was US$ 42,571,814.66.
WHEREAS, on December 26, 2018, in the exercise of the faculties delegated by the General Shareholders Meeting on November 6, 2018, the
Board of Directors determined the following:
a)
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WHEREAS, the final amount of the capital increase, after the completion of the two Rounds of Preemptive Rights, is S/.
69'380,402.00.
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b)
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WHEREAS, after the completion of two Rounds of Preemptive Rights, the invested capital of the Company amounted to S/.
729,434,192.00, for which it was necessary to amend Article 5 of the Company's bylaws.
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c)
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WHEREAS, from the amount paid by the shareholders in exercise of their Preemptive Rights, the amount of S/. 72'766,887.17,
equivalent to the difference between the amount paid according to the placement value of US$ 0.6136 per share and the nominal value of S/. 1.00 per share, shall be accounted as capital premium. To this purpose, the exchange rate of
S/. 3.339 was established for each United States Dollar.
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WHEREAS, within the framework of faculties delegated by the General Shareholders Meeting of November 6, 2018, the Board of Directors of
the Company has determined that, to date, the Private Offer process is open and that the company will try to complete the collection up to the sum of US$ 65'000,000.00, in order to complement the proposal of convertible Bonds of the second
motion.
WHEREAS, after finished the Private Offer process, the Board of Directors will determine the new amount of the capital increase taking
into account, if applicable, the subscriptions of new common shares that may occur in 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.
Motion for resolution:
Take knowledge of the status of the capital increase process through new contributions by Rounds of Subscription and Private Placement
approved at the General Shareholders Meeting held on November 6, 2018.
SECOND MOTION FOR RESOLUTION
Issuance and Private Placement of bonds convertible into shares to investors pursuant to articles 315° to 317° of the
Peruvian General Corporate Law, article 95 and the following of the Securities Market Law and of Preemptive Rights and delegation of faculties to the Board of Directors to set terms and conditions of the issue and Subscription of Preemptive
Right
Recitals:
WHEREAS, through Board of Directors Meeting held on February 28, 2019, they approved the Offer Letter, whose copy is attached as an annex
to these motions (the "
Offer Letter
") sent by Inteligo Bank and Interseguro Compañia de Seguros S.A. (both together with any other signer of
the Offer Letter, the "
Investors
") for the subscription of subordinated bonds convertible into shares
to be issued by the Company for an amount of up to US $ 65,000,000.00, whose terms are disclosed in the Relevant Information Communication dated February 28, 2019, and
they recommended to the General Shareholders Meeting to approve said issue and placement, honoring the Preemptive Right of the shareholders of the Company.
WHEREAS, the main features of the issuance of bonds convertible into shares, in accordance with the terms and conditions of the Offer
Letter are the following:
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Instrument:
Nominative, indivisible,
freely negotiable bonds.
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●
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Type of offer:
Private offer.
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●
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Placement value:
Nominal value.
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●
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Term:
Seven years.
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Compensatory interest:
7% (fixed)
per year.
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●
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Moratory Interest:
2% effective
annual rate, in addition to the Compensatory Interest.
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●
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Conversion Right:
(i) from the
second year of the term; (ii) conversion price of US$ 0.6136 per share; and, (iii) Investors can only convert their entire tenure.
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●
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Guarantees:
No guarantees.
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●
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Subordination:
Subordinated to any
other indebtedness, existing or future debt of the Company.
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WHEREAS, in accordance with articles 207 and 316 of the Peruvian General Corporate Law, Law No. 26887, and 101 of the Securities Market
Law, Single Revised Text approved by Supreme Decree No. 093-2002-EF, in the issuance of bonds convertible into shares, the shareholders of the Company have the Preemptive Right to subscribe,
in proportion to their shareholding, the convertible bonds in accordance to the regulation applicable to the shares, as applicable.
WHEREAS, in accordance with article 208 of the Peruvian General Corporate Law, Law No. 26887, and 106 of the Securities Market Law,
Single Revised Text approved by Supreme Decree No. 093-2002-EF, the Preemptive Right must be exercised, at least, in two Rounds, in accordance with the procedure established for this purpose by the General Shareholders Meeting or, as the case
may be, the Board of Directors of the Company; and, provide the holder the Preemptive Right to subscribe the bonds convertible into shares in the opportunities, the amount, conditions and procedure established by the General Shareholders
Meeting or, as the case may be, by the Board of Directors.
The bonds convertible into shares and the Subscription of Preemptive Rights that are issued to subscribe those bonds, as well as the
bonds that are issued from the exercise of the Subscription of Preemptive Rights, 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.
In this sense, such Subscription of Preemptive Rights will only be made available to investors in Peru based on the regulation of the
applicable Peruvian Legislation (Peruvian General Corporate Law, Law No. 26887, and the Securities Market Law, Single Text approved by Supreme Decree No. 093-2002-EF), 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. Likewise, the shares that are issued may not be offered, sold or subscribed, directly or indirectly,
except in a transaction that is exempt from, or not subject to, the registration requirements of the Securities Act.
WHEREAS, the Board of Directors clarify that 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.
Motion for resolution:
Agree the following in relation to the issuance of convertible bonds into shares that is approved:
(i)
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Issue, and allocate by Private Offer, bonds convertible into shares up to an amount (nominal value of the total issue of
convertible bonds) equivalent to US$ 65'000,000.00, in the terms proposed by the Board of Directors and established in the Offer Letter. The convertible bonds will be subordinated to any other indebtedness, existing or future debt of
the Company.
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(ii)
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Approve that the rules and forms of conversion are defined by the Board of Directors of the Company.
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(iii)
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Approve that the invested capital of the Company increases in a necessary amount, which will be determined by the Board of
Directors, or by management, in case of delegation of the Board of Directors, to attend the issuance of shares in the event that it is exercised the conversion right contemplated by the convertible bonds to be issued, as well as
approving any other corporate act that is necessary to effect the aforementioned capital increase.
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(iv)
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Approve the subscription by the Investors of the bonds, under the terms provided in the Offer Letter, and subject to compliance
with the Preemptive Right.
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(v)
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Approve the issue of Preemptive Right Certificates to subscribe the bonds convertible into shares of the Company to
comply with the legal mandate established by the aforementioned
regulation. Approve that such Certificates will not be
registered nor offered in the United States of America, according to the detail explained by the Board of Directors.
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(vi)
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Approve as a condition to the issue agreement and complementary agreements that, after finished the Second Round of Preemptive
Right, the right to subscribe convertible bonds for an amount greater than US$ 10,000,000 but less than US$ 65,000,000 has been exercised. If the condition occurs, the issuance agreement and the complementary agreements will be
without effect, and the Company must return any money it may have received in relation to the exercise of the Preemptive Right.
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(vii)
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Delegate to the Board of Directors, which may delegate to the management, the negotiation, redaction and approval by
the Company of the terms and conditions of the issue, of the agreements with the Investors and of any other act, agreement or contract that is necessary to carry out the issuance, as established in the previous agreements.
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(viii)
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Delegate to the Board of Directors sufficient faculties to implement the Private Offer and the issue of convertible
bonds mentioned above, subject to the established in the proposals described in this Motion, including, but not limited to, the following: (a) establish all the terms and conditions related to the disposal, negotiation and exercise of
the Preemptive Right in accordance with what is established by the applicable laws, including the establishment of the date of registration and the date of delivery, as well as the negotiation period of the Preemptive Right
Certificates; (b) determine the terms of the conversion; (c) determine the placement price per convertible bond into shares, the form of representation of the securities to be issued, as well as their characteristics and issuance and
negotiation, in accordance with the provisions of the applicable laws; (d) implement any agreement, term or condition established in the Offer Letter or modify the terms established in the Offer Letter in agreement with the Investors;
(e) execute and formalize the issuance of shares that may be made in the event that the convertible bonds are effectively converted into shares of the Company, including the declaration of the amount of the respective capital
increase, the modification of the relevant articles of the statute, among others; and, (f) approve, fix or execute, as well as authorize the management to approve, fix or execute any additional act that is convenient or necessary in
order
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THIRD MOTION FOR RESOLUTION
Granting faculties to formalize agreements
Motion for resolution:
Grant faculties of representation to certain executives, with the objective of subscribing, on behalf of the Company, all public and
private documents required for the formalization and registration of the resolutions adopted at the meeting.
March 01, 2019
We hereby inform as a Relevant Information Communication that we comply to publish the Motions corresponding to the General
Shareholders Meeting of Graña and Montero S.A.A. convened on March 27, 2019, on first call, on April 1, 2019, on second call and on April 5, 2019, on third call, at 10:30 am, in all cases, in Petit Thouars Avenue
N °
4957, Miraflores, Lima.
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: March 01, 2019