AENZA S.A.A. (“AENZA” or the “Company”) announced today that, further to its announcement on November 1, 2023 regarding the approval by its Board of Directors of the intention to delist the American Depositary Shares (“ADSs”) representing its common shares from the New York Stock Exchange (“NYSE”), AENZA has provided written notice to the NYSE to voluntarily delist the ADSs from the NYSE. Each ADS represents 15 common shares of AENZA.
AENZA listed the ADSs on the NYSE in July 2013 mainly to boost the liquidity of AENZA’s common shares by giving more opportunities to foreign investors to invest in AENZA. Since then, the Company has undergone significant changes in its operations, management, and shareholder base. Further, the trading volume of the ADSs on the NYSE has become limited. In addition, the cost of maintaining the listing of the ADSs on the NYSE, including annual listing fees, the expense and attention of management in the preparation of annual PCAOB audits and annual reports on Form 20-F, as well as translating current reports on Form 6-K, in addition to the expense and attention of management relating to ongoing compliance with the continually evolving requirements of the U.S. Securities and Exchange Commission (the “SEC”) with respect to corporate governance and internal controls, is significant and, in the view of the Board of Directors of the Company, outweighs the benefits of continued listing of the ADSs on the NYSE.
AENZA believes that delisting the ADSs from the NYSE will allow the trading of its equity to be concentrated in one market, potentially increasing liquidity and reducing the complexity of its presence in the capital markets. Following the delisting of the ADSs from the NYSE, AENZA’s common shares will continue to trade on the Lima Stock Exchange in Peru, where AENZA has significant presence.
AENZA intends to file a Form 25 with the SEC on or about November 27, 2023. Unless the Form 25 is earlier withdrawn by AENZA, the delisting of the ADSs will be effective 10 days after the filing of the Form 25. Accordingly, AENZA anticipates that the last day of trading of the ADSs on the NYSE will be on or about December 7, 2023. In addition, AENZA intends to initiate the termination of its ADS program on or about November 16, 2023 in accordance with the terms of the Deposit Agreement dated December 31, 2018 among the Company, The Bank of New York Mellon, as depositary, and the owners and holders of ADSs issued from time to time thereunder. AENZA has not arranged for the listing of the ADSs or its common shares on another U.S. securities exchange or for the quotation of the ADSs or its common shares in a quotation medium in the United States. As soon as practicable following the delisting of the ADSs, AENZA intends to file a Form 15F with the SEC to deregister and terminate its reporting obligations under Section 13(a) and 15(d) of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”).
Certain statements in this current report are forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the Exchange Act, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Company’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. The forward-looking statements in this press release are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.