Form 20-F ___X____ | Form 40-F _______ |
Yes _______ | No ___X____ |
Reference: | Relevant Information Communication |
I. | On the date when the Shareholders’ Meeting of our subsidiary Norvial S.A. was held, the following agreements were reached: | ||
1. | Approve the financing scheme through which (i) the Bridge Loan Credit Agreement that Norvial subscribed on January 15, 2014 will be modified (“Bridge Loan Addendum”), (ii) a revolving credit line up to S/. 100,000,000 (One hundred million Nuevos Soles) will be obtained, and (iii) corporate bonds will be issued in the local market and through a public offer, within a Bond Program up to an amount of S/.380’000,000 (Three hundred and eighty million Nuevos Soles) or its equivalent in United States Dollars, which will be registered before the Peruvian Securities Reggulator (Superintendencia del Mercado de Valores) | ||
2. | Delegate in the Norvial Board of Directors, the faculty of, among others, (i) define the specific terms of the Bridge Loan Addendum and the Revolving Credit Line; (ii) define all the terms, characteristics and conditions of the Bond Program, as well as of the bonds issued within it, including the maximum definitive amount of the Bond Program; (iii) in general, adopt all the decisions that result necessary or convenient for the implementation of the financing scheme described in number 1, before this point I); and (iv) delegate to other representatives one or more of the faculties contained in previous paragraphs (i), (ii) and (iii). | ||
3. | Faculties were granted for the formalization of agreements. | ||
II. |
On the date when the Shareholders’ Meeting of our subsidiary Norvial S.A. was held, the following agreements were reached:
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1. | Establish the general terms and conditions of the Bond Program approved in Norvial’s Shareholders’ Meeting. | ||
The relevant terms and conditions of the Bond Program are: | |||
Program Denomination: | Norvial First Corporate Bonds Issuance Program | ||
Instrument Type: | Corporate Bonds | ||
Currency: | Nuevos Soles or United States Dollars | ||
Program Amount: | Up to a maximum issuance amount of S/.380’000,000.00 (Three hundred and eighty million Nuevos Soles) or its equivalent in United Stated Dollars. |
Offer Type: | Public Offer | |||
Guaranties: | Are the following: | |||
● | Escrow of the flows from the stretch of Red Vial N° 5 concession, between Ancón – Huacho – Pativilca in the North Panamerican Highway (the “Concession”); | |||
● | Securities Guarantee on the shares issued by Norvial; | |||
● | Transfer of rights of the construction contract celebrated by Norvial, GyM S.A. and JJC Contratistas Generales S.A. on December 05, 2013; | |||
● | Mortgage on the Concession; | |||
● | In general, all those guaranties that are indicated by the persons with faculty of executing that. | |||
We make a record that the persons in faculty of this effect according to what is indicated in number 2) of this point II) of the actual communication, hold faculties in order to decide the incorporation of new guaranties and/or eliminate some of the guaranties mentioned above. | ||||
Use of Proceeds: | The proceeds obtained from the Corporate Bonds Program, will be used for: (i) the payment of the Bridge Loan originated from the Bridge Loan Credit Agreement subscribed by Norvial on January 15, 2014 (the “Bridge Loan Credit Agreement”), (ii) payment of the revolving credit line, (iii) financing of the works for the second stage of the stretch of the Concession (the “Second Stage”), and (iv) financing of tax on general sales associated to the costs and expenses of the Second Stage; as well as other costs expenses and repeals associated to it. | |||
Applicable law: | Republic of Peru | |||
Structuring Entity: | Credicorp Capital Servicios Financieros S.A. | |||
Placement Agent: | Credicorp Capital Sociedad Agente de Bolsa S.A. | |||
Bondholder Representative:
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Scotiabank Perú S.A.A. |
/s/ Dennis Gray Febres
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Stock Market Representative
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Graña y Montero S.A.A.
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GRAÑA Y MONTERO S.A.A. | |
By: /s/ DENNIS GRAY FEBRES
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Name: Dennis Gray Febres
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Title: Stock Market Representative
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Date: September 16 2014 |