Report of Foreign Issuer (6-k)
May 10 2019 - 6:11AM
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 May 2019
Commission
File Number 001-35991
GRAÑA Y MONTERO S.A.A.
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(Exact name of registrant as specified in its charter)
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N/A
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(Translation of registrant’s name into English)
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Republic of Peru
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(Jurisdiction of incorporation or organization)
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Avenida Paseo de la República 4667, Lima 34,
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Surquillo, Lima
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Peru
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(Address of principal executive offices)
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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.
May 9, 2019
We hereby inform as a Relevant Information Communication the Corporate
Simple Reorganization Project.
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:
May
9, 2019
CORPORATE SIMPLE REORGANIZATION PROJECT
1.
Name and activity of
participating companies
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1.1.
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Contributing company:
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- Company name:
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Graña y Montero S.A.A.
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- Economic activity:
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Investments and mercantile operations in general, acquisition,
transfer and negotiation of shares, participations or quotas, titles
representing obligations, titles of credits and derivative products,
issued by companies in Peru or abroad, whatever is the economic
activity that these develop directly or through the stock exchange,
as well as the rendering of managerial and administrative services
to related companies and/or third parties.
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1.2.
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Recipient company:
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- Company name:
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Inversiones en Transportes S.A.C. (special purpose company in the
process of being incorporated).
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- Economic activity:
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Ownership of shares, participations and transferable securities in
general issued by companies incorporated and existing in the
Republic of Peru or outside it. Likewise, it may purchase and sell
movable assets or real property, make contributions to domestic or
foreign companies, acquire securities, bonds, purchase shares or any
other title or document representing investment or credit.
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2.
Purpose and explanation of
the simple reorganization project
Through the proposed simple reorganization, in accordance with article
391 of the Peruvian Corporate Law
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, Graña y Montero S.A.A.
seeks to generate a structure that allows the optimization of its
financial resources in the infrastructure business.
Therefore, it is proposed that Graña y Montero S.A.A. segregate and
contribute an equity block conformed by class B shares representing 50%
of GyM Ferrovias S.A. in favor of Inversiones en Transportes S.A.C., a
special purpose company, through the simple corporate reorganization of
the equity block. The reorganization transfer would be carried out at
book value.
1
Article 391 of the Peruvian Corporate Law:
"Simple
corporate reorganization is considered the act by which a company
segregates one or more equity blocks and contributes them to one or more
new or existing companies, receiving in exchange and conserving in its
assets the shares or participations corresponding to said contributions."
The proposed simple reorganization will allow Graña y Montero S.A.A. to
have an efficient corporate structure, making it possible, if required,
to obtain financing that indirectly leverages GyM Ferrovias S.A. without
affecting its shares or its creditors.
It should be noted that the effective contribution of the shares of GyM
Ferrovias S.A. to Inversiones en Transportes S.A.C. is subject to
government approvals currently in process.
3.
Economic group relationship of
participating companies
Graña y Montero S.A.A. and Inversiones en Transportes S.A.C., currently
in the process of being incorporated, are related companies in
accordance with rules established in the Peruvian Indirect Property,
Related Party and Economic Group Regulations. Specifically, Graña y
Montero S.A.A. will indirectly own 99.9% of Inversiones en Transportes
S.A.C.
4.
Delegation of specific terms and
conditions to the Board of Directors
It is proposed that the General Shareholders’ Meeting delegate to the
Board of Directors the approval of all specific terms and conditions
that, following the guidelines established in this document, integrate
and complement the simple reorganization, including all acts, contracts
and/or any document necessary to carry out the execution of the simple
reorganization.
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