This Tender Offer Statement on
Schedule TO (this “Schedule TO”)
is filed by IG4 Capital Infrastructure Investments LP, a limited
partnership organized under the laws of Scotland
(“Purchaser”),
which is jointly owned by IG4 Capital Private Equity Investments
II-A LP, IG4 Capital Private Equity Investments II-B LP, IG4
Capital Private Equity Investments II-C LP and IG4 Capital
Infrastructure Co-Investments A LP, each a limited partnership
organized under the laws of England and Wales (collectively,
“IG4”). This Schedule TO relates to the
offer by Purchaser to purchase 107,198,601 common shares, par value
S/ 1.00 per share (each, a “Common
Share,” and
collectively, the “Common
Shares”), of Aenza
S.A.A. (formerly Graña y Montero S.A.A.), a publicly-held
corporation (sociedad anónima
abierta) organized under
the laws of Peru (the “Company”),
including Common Shares represented by American Depositary Shares
(each of which represents five (5) Common Shares) (each, an
“ADS,” and collectively, the
“ADSs”), which represent in the aggregate
approximately 12.29% of the outstanding Common Shares, including
Common Shares represented by ADSs, through concurrent tender offers
in Peru and in the United States, for S/ 1.88 per Common Share and
S/ 9.40 per ADS, in each case, payable net to the seller in cash,
without interest, less any withholding taxes that may be
applicable, upon the terms and subject to the conditions set forth
in the Offer to Purchase attached to this Schedule TO as
Exhibit (a)(1)(A) (together with any amendments or supplements
thereto, the “Offer to
Purchase”) and in the
accompanying American Depositary Share Letter of Transmittal
(together with any amendments or supplements thereto, the
“ADS
Letter of Transmittal”
and, together with the Offer to Purchase and other related
materials, as each may be amended or supplemented from time to
time, the “U.S.
Offer”), a copy of which
is attached to this Schedule TO as Exhibit (a)(1)(B). Pursuant
to General Instruction F to Schedule TO, the information
contained in the Offer to Purchase, including all schedules and
annexes to the Offer to Purchase, is hereby expressly incorporated
herein by reference in response to Items 1 through 7, 9 and 11
of this Schedule TO and is supplemented by the information
specifically provided in this Schedule TO.
Item 1. Summary Term
Sheet.
The information set forth in
the section “Summary Term Sheet” of the Offer to Purchase is
incorporated herein by reference.
Item 2. Subject
Company Information.
(a) The subject company and
issuer of the securities subject to the U.S. Offer is the Company.
Its principal executive office is located at Av. Paseo de la
República 4667, Lima 34, Peru, and its telephone number is +511 213
6565.
(b) This Schedule TO
relates to the Company’s Common Shares, par value S/ 1.00 per
share, including Common Shares represented by ADSs (each of which
represents five (5) Common Shares). As set forth in the Form
6-K filed by the Company with the Securities and Exchange
Commission (the “SEC”) on May 18, 2021, as of
March 31, 2021, the Company had 871,917,855 Common Shares
outstanding, of which 158,459,130 were represented by 31,691,826
issued and outstanding ADSs (each of which represents five
(5) Common Shares).
(c) The information concerning
the principal market in which the Common Shares and ADSs are
traded, and certain high and low sales prices for the Common Shares
and ADSs in those principal markets, is set forth in the section
“The U.S. Offer — Price Range of Common Shares and ADSs” of the
Offer to Purchase and is incorporated herein by
reference.
Item 3. Identity and
Background of Filing Person.
(a), (b), (c) The
information set forth in the sections “Introduction,” “Summary Term
Sheet,” “The U.S. Offer — Certain Information Concerning Purchaser,
IG4 and IG4 Capital” and in Schedule 1 of the Offer to
Purchase is incorporated herein by reference.
Item 4. Terms of the
Transaction.
(a)(1)(i) – (iii),
(v) – (ix), (xii) The information set forth in the Offer
to Purchase is incorporated herein by reference.
