Capital Markets Alert - July 2026

The Superintendency of the Securities Market (“SMV”) approved amendments to the Regulation on Tender Offers and Delisting Tender Offers, approved by CONASEV Resolution No. 009-2006-EF/94.10 (the “Tender Offer and Delisting Tender Offer Regulation”), and to the Regulation of the Public Securities Market Registry, approved by CONASEV Resolution No. 079-97-EF/94.10 (the “Public Securities Market Registry Regulation”) (the “Amendments”).

Through SMV Resolution No. 008-2026-SMV/01, published in the Official Gazette El Peruano on July 3, 2026, the SMV approved the Amendments.

With respect to the Tender Offer and Delisting Tender Offer Regulation, the Amendments introduce, among others, the following key changes:

1. Tender Offer Regulation

a. Notification of the obligation to launch a tender offer: Any person required to launch a tender offer must notify the target company, the relevant stock exchange, and the SMV that it is required to do so, indicating the price or exchange ratio paid. Such notification must be made within one business day after acquiring or increasing a significant shareholding. The target company must disclose the notification as a material event.

b. Additional period to launch a tender offer: The amendments allow a person required to launch a tender offer to request an additional period from the SMV to initiate the procedures for launching the offer. The request must specify the maximum extension sought.

c. Tender offer procedure: The procedure for launching a tender offer is amended by introducing a prior registration process for the prospectus and other tender offer documents, subject to positive administrative silence. The tender offer becomes effective two trading days (i.e., business days on which trading takes place on the relevant stock exchange) (“Trading Days”) after notification of the resolution approving the registration or upon the application of positive administrative silence.

On the same date the registration application is filed, the offeror must notify the target company so that it may disclose the information as a material event.

The SMV has ten business days to issue any comments on the filing.

d. Filing deadline for a subsequent tender offer: In the case of a subsequent tender offer, the application for registration must be submitted to the SMV within six months from the date the obligation arose or within five Trading Days from the date the valuation entity issued its valuation report.

e. Appointment of the valuation entity: For a subsequent tender offer, the party required to launch the offer is responsible for appointing an independent valuation entity from among audit firms, banks, investment banks, brokerage firms, or specialized valuation consulting firms with sufficient experience to conduct business valuations.

The amendments define what constitutes the required experience for these purposes and require sworn statements from both the offeror and the valuation entity confirming compliance with such requirements and the absence of any disqualifying circumstances. The valuation entity must be engaged after the obligation to launch the tender offer has arisen.

f. Publication of the tender offer notice: The tender offer notice must be published only in the daily bulletin of the relevant stock exchange and disclosed by the target company as a material event.

g. Tender offer guarantees: The offeror is responsible for taking the necessary steps to ensure that the required guarantee is in place by the commencement of the tender offer period.

h. Board report: The board report of the target company must include, among other matters, the board's opinion on the fairness of the consideration offered and identify the documents supporting its assessment, as well as the opinion of any director who objects to the price or other terms of the tender offer. The amendments also revise the disclosure requirements regarding any relationships with the offeror or potential conflicts of interest.

i. Competing offers: The period for submitting competing offers is reduced from ten to three Trading Days after the commencement of the tender offer period.

2. Delisting Tender Offer Regulation

a. Delisting tender offer procedure: The amendments introduce a registration procedure for the delisting tender offer notice and supporting documents prior to the launch of the delisting tender offer.

The SMV has ten business days to issue any comments, and the positive administrative silence rule applies.

b. Delisting tender offer without a valuation entity: Where the delisting tender offer price is determined based on market quotations, the party required to launch the offer must initiate the registration procedure within six months from the date the obligation arose or within five Trading Days from the issuance of the resolution approving the delisting of the securities.

c. Appointment of the valuation entity: Where the price of the delisting tender offer must be determined by an independent valuation entity, the party required to launch the offer must, within ten Trading Days following notification of the SMV resolution approving the delisting of the securities, request that the relevant institution appoint a valuation entity while simultaneously proposing the entity to be appointed. The SMV has three business days from the filing of the request to make the appointment and must verify only that the regulatory requirements have been satisfied.

The obligated party must initiate the registration procedure within six months from the date the obligation to launch the delisting tender offer arose or within five Trading Days after receiving the corresponding valuation report.

d. Publication of the notice: The delisting tender offer becomes effective two Trading Days after notification of the registration resolution or upon the application of positive administrative silence. The notice must be published exclusively by the relevant stock exchange and disclosed by the issuer as a material event.

3. Valuation Procedure and Valuation Entity

a. Acquisition price: In the case of a tender offer, the party required to launch the offer must inform the valuation entity of the price paid in the acquisition. The minimum tender offer price will be the higher of (i) the value determined by the valuation entity and (ii) the price paid by the party required to launch the tender offer.

In the case of a mandatory prior tender offer, the offer price is determined by the offeror, who must disclose to the market, in a detailed and substantiated manner, the criteria used to determine the price.

b. Valuation procedure: The valuation entity must determine which valuation criteria set out in the regulation are not applicable, prepare a comparative table showing the prices or exchange ratios resulting from the different valuation methods applied, and expressly state, based on its professional judgment, the minimum price or exchange ratio that should be offered.

If the recommended price or exchange ratio is not the highest one obtained, the valuation entity must explain the technical, financial, and methodological reasons supporting its conclusion.

c. Alternative mechanism for determining the price in a delisting tender offer: For delisting tender offers, the amendments establish a fallback mechanism for determining the minimum offer price where it is not possible to appoint a valuation entity.

d. Disqualification criteria for valuation entities: The amendments strengthen and clarify the disqualification criteria applicable to entities acting as valuation entities.

In addition, brokerage firms that have previously conducted a valuation of the securities subject to the offer may not act as the valuation entity for the same transaction.

4. Public Securities Market Registry

a. New section in the Public Securities Market Registry: A new section is created within the Public Securities Market Registry for the registration of tender offers and delisting tender offers.