UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AENZA
S.A.A.
(Formerly Graña y Montero
S.A.A.)
(Name of Issuer)
Common Shares, par value S/ 1.00 per share
(Title of Class of
Securities)
00776D 103**
(CUSIP Number)
**CUSIP number of the American
Depositary Shares (“ADSs”) listed on the New York Stock Exchange.
Each ADS represents five common shares. The common shares are
listed on the Lima Stock Exchange and the CINS Identifier is
PEP736581005.
Andrew Cunningham
Director
IG4 Capital Infrastructure GP Limited
50 La Colomberie, St. Helier, Jersey, JE2 4QB
+44.1534.844234
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and Communications)
August 6, 2021
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following
box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See § 240.13d-7(b) for other parties to whom copies are to be
sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 00776D
103 |
13D |
Page 2 of 7 Pages |
1 |
NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IG4
Capital Infrastructure Investments LP
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b) x
|
3 |
SEC
USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Scotland
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING POWER
0
|
8 |
SHARED VOTING POWER
219,144,510
|
9 |
SOLE
DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
107,198,601
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,144,510
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.1% (1)
|
14 |
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
|
|
(1) |
The
calculation of this percentage is based on an aggregate 871,917,855
Common Shares outstanding as of June 30, 2021, as set forth in the
Form 6-K filed by the Company with the Securities and Exchange
Commission (the “SEC”) on
July 26, 2021. |
CUSIP No. 00776D
103 |
13D |
Page 3 of 7 Pages |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IG4
Capital Infrastructure GP Limited
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b) x
|
3 |
SEC
USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING POWER
0
|
8 |
SHARED VOTING POWER
219,144,510
|
9 |
SOLE
DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
107,198,601
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,144,510
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.1% (1)
|
14 |
TYPE
OF REPORTING PERSON (See Instructions)
HC
|
|
|
|
|
|
|
|
(1) |
The
calculation of this percentage is based on an aggregate 871,917,855
Common Shares outstanding as of June 30, 2021, as set forth in the
Form 6-K filed by the Company with the SEC on July 26,
2021. |
CUSIP No. 00776D
103 |
13D |
Page 4 of 7 Pages |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IG4
Capital Partners Holding Investments LP
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b) x
|
3 |
SEC
USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING POWER
0
|
8 |
SHARED VOTING POWER
219,144,510
|
9 |
SOLE
DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
107,198,601
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,144,510
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.1% (1)
|
14 |
TYPE
OF REPORTING PERSON (See Instructions)
HC
|
|
|
|
|
|
|
|
(1) |
The
calculation of this percentage is based on an aggregate 871,917,855
Common Shares outstanding as of June 30, 2021, as set forth in the
Form 6-K filed by the Company with the SEC on July 26,
2021. |
This Amendment No. 1 (the “Amendment”) amends and
supplements the Schedule 13D filed by the Reporting Persons on July
12, 2021 (the “Initial Schedule 13D” and together with the
Amendment, the “Schedule 13D”) with respect to the Company.
Capitalized terms used in this Amendment and not otherwise defined
have the same meanings ascribed to them in the Initial Schedule
13D. Unless specifically amended hereby, the disclosure set forth
in the Initial Schedule 13D remains unchanged.
|
Item 3. |
Source and Amount of Funds or other Consideration. |
The information contained in Item 3 of the Initial Schedule 13D is
hereby amended and supplemented to include the following
information:
As described in more detail in Items 4 and 5 below, as of August 6,
2021 the Reporting Persons may be deemed to beneficially own: (i)
107,198,601 Common Shares, representing approximately 12.29% of the
then outstanding Common Shares, as a result of the consummation of
the Offers (the “Accepted Shares”) and (ii) 111,945,909
Common Shares, representing approximately 12.8% of the then
outstanding Common Shares, as a result of the arrangements made
pursuant to the Amended GH Syndication Agreement, the Amended HG
Syndication Agreement and the MA Syndication Agreement and the
Trust Agreement, as disclosed in the Initial Schedule 13D.
On August 10, 2021, the settlement date of the Offers, Purchaser
will pay the aggregate purchase price of S/ 201,533,370 for the
Accepted Shares. Based on the average Peruvian Sol/U.S. dollar
interbank exchange rate (tipo de cambio interbancario promedio)
reported by the Central Reserve Bank of Peru at 2:00 p.m., Lima
time, on August 6, 2021, the last full trading day prior to the
publication of this Amendment, the aggregate purchase price payable
by Purchaser upon the consummation of the Offers would be
approximately U.S. $49,240,952.40. The funds to be used to purchase
the Accepted Shares were provided to Purchaser by IG4. The Offers
are being financed with funds from IG4 Capital Private Equity Fund
II, additional capital from co-investors and existing
liquidity.
|
Item 4. |
Purpose of Transaction. |
The information contained in Item 4 of the Initial Schedule 13D is
hereby amended and supplemented to include the following
information:
The information set forth in Items 3 and 5 of this Amendment is
hereby incorporated by reference in this Item 4.
The Offers expired on August 5, 2021.
On August 6, Purchaser filed a Schedule TO-T/A announcing the final
results of the Offers, including the results of the application of
proration.
On August 6, 2021, Purchaser accepted for payment the Accepted
Shares at S/ 1.88 per Common Share.
|
Item 5. |
Interest in Securities of the Issuer. |
The information contained in Item 5 of the Initial Schedule 13D is
hereby amended and supplemented to include the following
information:
The information set forth in Item 4 of this Amendment and the
responses of the Reporting Persons to Rows (11) through (13) of the
cover pages of this Amendment are incorporated herein by
reference.
(a) – (b)
The calculation of this percentage is based on an aggregate
871,917,855 Common Shares outstanding as of June 30, 2021, as set
forth in the Form 6-K filed by the Company with the SEC on July 26,
2021.
Each Reporting Person may be deemed to share the power to (i) vote
or to direct the vote of 219,144,510 Common Shares in the
aggregate, representing approximately 25.13% of the outstanding
Common Shares as a result of the consummation of the Offers and the
arrangements made pursuant to the Amended GH Syndication Agreement,
the Amended HG Syndication Agreement and the MA Syndication
Agreement and the Trust Agreement (as disclosed in the Initial
Schedule 13D) and (ii) dispose or direct the disposition of
107,198,601 Common Shares in the aggregate, representing
approximately 12.29% of the outstanding Common Shares.
Except as disclosed in the Schedule 13D, none of the Reporting
Persons nor, to the best of their knowledge, any of the other
persons identified in Item 2, has the power to vote or to direct
the vote or to dispose or direct the disposition of any of the
Common Shares which it may be deemed to beneficially own.
(c)
As described in more detail in Item 4 above, on August 6, 2021,
Purchaser accepted for payment the Accepted Shares. The information
set forth in Item 4 is hereby incorporated by reference.
Except for the foregoing, no other transactions in the Common
Shares were effected by the Reporting Persons, nor, to the best of
their knowledge, any of the other persons identified in Item 2,
during the sixty (60) days prior to the date of this Schedule
13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: August 9, 2021
|
IG4
CAPITAL INFRASTRUCTURE INVESTMENTS LP |
|
|
|
|
By: IG4
Capital Infrastructure GP Limited, its general partner |
|
|
|
|
By: |
/s/ Mark Cleary |
|
Name: |
Mark Cleary |
|
Title: |
Director |
|
|
|
|
By: |
/s/ Andrew Cunningham |
|
Name: |
Andrew Cunningham |
|
Title: |
Director |
|
|
|
|
IG4 CAPITAL INFRASTRUCTURE GP
LIMITED |
|
|
|
|
By: |
/s/ Mark Cleary |
|
Name: |
Mark Cleary |
|
Title: |
Director |
|
|
|
|
By: |
/s/ Andrew Cunningham |
|
Name: |
Andrew Cunningham |
|
Title: |
Director |
|
|
|
|
|
|
|
IG4 CAPITAL
PARTNERS HOLDING INVESTMENTS LP |
|
By: IG4 Capital Partners Holding General Partner
Limited, its general partner |
|
|
|
|
By: |
/s/ Gustavo Nickel Buffara de
Freitas |
|
Name: |
Gustavo Nickel Buffara de
Freitas |
|
Title: |
Director |
|
|
|
|
By: |
/s/ Paulo Todescan Lessa Mattos
|
|
Name: |
Paulo Todescan Lessa
Mattos |
|
Title: |
Director |
[Signature page to Schedule 13D/A]
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