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 September 2020

 Commission File Number 001-35991

GRAÑA Y MONTERO 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)

 

Avenida Paseo de la República 4667, Lima 34,

Surquillo, Lima

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 ___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.

September 28, 2020

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: September 28, 2020

SHAREHOLDERS’ MEETING

November 2, 2020

Approval of the Company’s Financial Plan, through the issuance of bonds convertible into shares or debt securities

RECITALS

WHEREAS, the Company requires approving a financial plan in order to ensure the ordinary operation of its business;

WHEREAS, the uncertainty caused by the delay in the completion of the plea agreement process by the Company, and the adverse effects of the pandemic generated by Covid-19 on companies requesting resources in the national and international financial systems, have restricted access to external financing by the Company, and

WHEREAS, for the purposes of remedying the aforementioned situation and preventing the divestment of strategic assets that may have an impact on the Group’s equity, the Board of Directors resolved to submit to the Shareholders’ Meeting the approval of the Company’s Financial Plan on its session of September 28, 2020.

Motion:

To approve:

1.       The Company’s Financial Plan which consists, at the Board of Directors’ discretion, in the issuance of:

In the event that, due to market conditions or to any other reason, the Convertible Bonds or the Corporate Bonds are not executed, the Board will be empowered to determine, develop and execute an asset divestment plan as provided in the GCL.

It is hereby stated that the preferential subscription certificates that may be issued from time to time in order to subscribe Convertible Bonds, as set forth below, and such Convertible Bonds or Corporate Bonds, have not been nor shall be registered under the U.S. Securities Act of 1933, as amended (hereinafter, the “U.S. Securities Act of 1933”) or under any other securities act of any other country or jurisdiction outside of Peru. The aforementioned certificates shall be made available to investors only in Peru pursuant to the provisions of the Peruvian applicable laws, and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in or within the United States of America under the securities act of such country or in any other jurisdictions where they are prohibited. Moreover, Convertible Bonds or Corporate Bonds to be issued may not be offered, sold or subscribed, directly or indirectly, except pursuant to an exception from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended.

This proposal is not an offer to sell, or a request to receive an offer to buy, securities in the United States of America to or from residents of such country.

Delegation in the Board of Directors of the Company of the powers of attorney to execute the Financial Plan

RECITALS

WHEREAS, the stakeholders of the Company have decided to approve the Financial Plan of the Company, it is necessary to also approve the delegation of authority to the Board of Directors in order for it to determine, develop and execute the aforesaid Plan, as per the framework contained herein and in accordance with the provisions of section 312 of the GCL.

Motion:

To approve:

1.       The delegation to the Company’s Board of Directors of the following powers for the implementation the Company’s Financial Plan:

(c)      Define, in case of deciding to issue Convertible Bonds:

RECITALS:

WHEREAS, on February 2020 the Board of Directors decided to stop using the name of the Company and therefore, it is now necessary to modify the corporate name for one that reflects the new values and purpose of the Company.

Motion:

The Board of Directors suggest to the Shareholders Meeting of the Company to modify its corporate name to Aenza S.A.A. and consequently modify article 1 of the corporate Bylaws in the following terms:

The name of the company is Aenza S.A.A.”

RECITALS:

WHEREAS, on the Shareholders Meeting dated July 13, 2020, the Shareholders approved the director’s compensation for the period 2020-2021 of the Board of Directors;

WHEREAS, historically the Chairman of the Board has received, as consideration for his services, an additional consideration under the terms of a service agreement entered into with the Company;

WHEREAS, the considerations agreed on July 2020 did not state a different amount of consideration for the Chairman of the Board, despite that it is market standard to determine a differentiated consideration for such position; and

WHEREAS, as explained before, it is convenient to modify the considerations approved to be paid to the Board of Directors for the period 2020-2021 to fix a special consideration for the Chairman of the Board that adheres to the best current market standards and replaces the practice of of executing an additional service agreement with the Chairman.

Motion:

Approve the payment of a consideration to the Chairman of the Board of Directors equal to an amount of US$8,000.00 per assistance to each board meeting, stating that no additional consideration will be paid due to any additional meeting within a month and therefore, the considerations approved by the Shareholders Meeting dated July 13, 2020, remain valid and enforceable in the terms that have not been expressly amended herein.

Delegation and grant of powers of attorney to execute agreements

Motion:

To grant powers of attorney to certain officers for executing, in the name, place and stead of the Company, all public and private instruments required for the execution and registration of the resolutions adopted at the meeting.

1. Issuer	Graña y Montero S.A.A. (hereinafter, the “Issuer”).
2. Type of instrument	Debt securities of the Issuer (hereinafter, the “Bonds”) convertible into new ordinary shares of the Issuer’s capital stock (hereinafter, the “Shares”).
3. Type of offer	The Bonds shall be offered through private placement after the preferential subscription process (preemptive right process) has been completed by the Issuer's shareholders (hereinafter, the “Shareholders”).
	The Bonds that are not subscribed by the Shareholders in exercise of their preemptive right shall be offered to third parties that qualify as institutional investors through a private offer.
	The Issuer may offer the outstanding Bonds after the conclusion of the preemptive right process to bidders of a tender offer (OPA) that are settled after the “fecha de corte” for the execution of the preemptive right. The number of Bonds to offer shall be equal to the lower amount between: (i) the total amount of the outstanding Bonds; and (ii) a percentage of the total amount of the Bonds equal to the percentage of shares acquired through the tender offer (OPA). The Bonds shall be offered in the same terms and conditions as those offered to the Shareholders.
	The Bonds, the preferential subscription rights and the Shares shall NOT be registered under the United States Securities Act of 1933 (hereinafter, the “Securities Act”).
	The Shares may be classified as “restricted securities” (as defined in Rule 144 of the Securities Act), in which case the Shares shall have limitations on their transfer within the United States of America to persons qualified as U.S. Persons (as defined in Regulation S). Further information shall be included in the Issuance Agreement (as defined below).

4. Currency	United States Dollars (“USD”).
5. Amount and nominal value	For up to an amount of USD 90,000,000.   The nominal value of the Bonds shall be USD 1,000 (One Thousand U.S. Dollars) (hereinafter, the “Nominal Value”).
6. Use of the funds	Pay obligations of any nature of the Issuer and/or its subsidiaries.
7. Term and amortization	30 months, paid off through a single payment at maturity (hereinafter, the “Maturity”).
8. Compensatory Interest	An annual fixed rate of 8%.
9. Default interest rate	A penalty interest at rate of two percent (2%) per year in excess of the compensatory interest set forth above.
10. Prepayment fee	5% within the first 6 months; plus 1% every subsequent six month period.

11. Conversion	The Bonds may be converted into Shares under the following terms:
	(i)	The conversion option may be exercised starting in July 2021 and according to the periodicity determined by the Board thereafter.
	(ii)	The conversion price shall be USD 0.33 per share or 20% of discount of the 30-days VWAP (hereinafter, the “Conversion Price”). The Conversion Price shall be adjusted to reflect changes in the number or nominal value of the Shares, as well as other situations that may dilute it.
	(iii)	The number of Shares to be delivered to the Bondholder exercising his/her conversion option (hereinafter, the “Conversion Ratio”) shall be determined by dividing the current Nominal Value by the Conversion Price.
	(iv)	The conversion must be carried out for the entirety of each Bond, no partial conversion of a Bond shall be admitted.
	(v)	Once the conversion has been carried out, the Bonds shall be deemed redeemed for all purposes.
	(vi)	If the conversion option is not exercised before Maturity, the Issuer shall pay the Bonds at Maturity.

12. Alternative repayment plan	If the Issuer has not redeemed all of the Bonds through a Mandatory Redemption after twelve (12) months from the issue date, the Issuer must carry out, prior to Maturity, one or more of the following actions (hereinafter, the “Alternative Plan”) and allocate the proceeds obtained therefrom to the full payment of the Bonds:
	(a)	Carry out a capital increase;
	(b)	Issue new debt;
	(c)	Sell, either in total or in part, its shares held in GYM FERROVÍAS S.A.;
	(d)	Sell, either in total or in part, its shares held in GRAÑA Y MONTERO PETROLERA S.A .; and/or
	(e)	Sell, either in total or in part, its shares held in VIVA GYM S.A.
13. Guarantees	The obligations of the Issuer under the Bonds shall be guaranteed with assets of the Issuer or owned by its subsidiaries.