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 January 2017
Commission
File Number 001-35591
GRAÑA Y MONTERO S.A.A.
|
(Exact name of registrant as specified in its charter)
|
|
GRAÑA Y MONTERO GROUP
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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.
Lima, January 24, 2017
Messrs.,
Superintendencia del Mercado de Valores – SMV
Present.
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Reference: Southern Gas Pipeline Project
Dear Sirs:
Today, Gasoducto Sur Peruano S.A. ("GSP"), company owner of the
concession "Improvements to the Energy Security of the Country and
Development of the Peruvian Southern Gas Pipeline" (the "Concession"),
and of which our subsidiary Negocios de Gas S.A. is a shareholder with
20%, received a notification from the Ministry of Energy and Mines, as
Grantor of the Concession, by which it terminated the concession
agreement signed on July 23, 2014 (the “Concession Contract”) and
requested as well the execution of the Guarantee of Fulfillment of the
Concession Contract.
As a consequence, it is the responsibility of the Ministry of Energy and
Mines to comply with the provisions of the Concession Agreement for the
termination of the Concession, which includes, among others, the
determination of the Net Book Value of the Concession’s assets ("VCN"),
and then call a public auction for the transfer of the Concession’s
assets to a new concessionaire.
As reported in our Relevant Information Communications dated November
25, 2016 and January 20, 2017, pursuant to the Concession Agreement, GSP
is entitled to receive, within a maximum term of 12 months as of the
termination of the Concession, a payment that can range from the
guaranteed minimum payment of 72.25% of the VCN to the 100% of the VCN
that is a function of the result of the auction.
According to the analysis made by the Graña y Montero Group with the
information available to date, and under the agreements entered into
with the other shareholders of GSP, in the event that the payment
reaches 72.25% of the VCN we would recover more than 95% of the total
commitments which include the equity invested in GSP amounting to US $
220 million, the amount honored by the corporate guarantee granted to
the bridge loan conferred to GSP by a syndicate of five banks amounting
to US$ 129 million, as well as the percentage honored in relation to the
Guarantee of Fulfillment of the Concession Contract that amounts to US $
52.5 million. In the case where the payment reaches 100% of the VCN,
these amounts would be fully recovered.
Assuming a conservative position, the Consolidated Financial Statements
of Graña y Montero S.A.A. corresponding to fiscal year 2016 will be
prepared registering a provision for impairment of the investment of US$
35 million after taxes, which is a result that considers receiving the
minimum payment of 72.25% of the aforementioned VCN.
As a result of the termination of the Concession, Grupo Graña y Montero
must meet three specific commitments:
(i) US$ 150 million loan structured for 5 years with a syndicate of
banks led by Credit Suisse with which Graña y Montero S.A.A. has been
holding conversations so that the terms and conditions of the credit are
maintained as originally agreed.
(ii) US $ 129 million corresponding to the corporate guarantee issued
by Graña y Montero S.A.A in relation to the Bridge Loan in favor of GSP
to which a first payment of US$ 30 million will be applied as it has
already been determined as part of the structuring of the balance.
(iii) US$ 52.5 million owed to Chubb Insurance Company, the issuer of
the Guarantee of Fulfillment of the Concession Contract, with which the
necessary actions have been taken in order to determine the terms for
the payment of such debt.
Although the Group considers that in all scenarios, the payment of the
VCN and the operating cash flows of the Graña y Montero Group will
provide it with the sufficient and necessary liquidity to cover 100% of
these financial obligations, it considers that it must and can resolve
these obligations before collecting this payment.
Therefore, for some months the Group has been working on a divestiture
plan that will be presented in the next board of January 26, 2017 for
approval. The total amount of assets is US$ 550 million, of which the
Group expects to sell US$ 300 million, which added to an EBITDA that in
the last 12 months has exceeded US$ 200 million shows that the Group can
meet these obligations without setbacks.
Despite the reduction in the Backlog of Grupo Graña y Montero, by the
end of 2016 this would amount to US $ 3,828 million, which is equivalent
to 2 times the revenues of 2016 (1.95 times in 2015 and 1.85 times in
2014).
Finally, it should be emphasized that aside from the situation described
above, the other operations of the Group’s subsidiaries will operate
normally with their own capital and financing needs, as they have been
doing until today.
Sincerely,
____________________
/s/ Claudia Drago Morante
Stock
Market Representative
Graña y Montero S.A.A.
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/ CLAUDIA DRAGO MORANTE
Name: Claudia Drago Morante
Title:
Stock Market Representative
Date: January 24, 2017
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