UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 Or 15d-16 under the
Securities Exchange Act Of 1934
For the month of November 2019
Commission File Number 001-14014
CREDICORP LTD.
(Translation of registrant’s name into English)
Clarendon House
Church Street
Hamilton HM 11 Bermuda
(Address of principal executive office)
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 þ 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). Yes ¨ No þ
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). Yes ¨ No þ
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 þ
If “Yes” is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b). Not applicable.
The information in this Form 6-K (including any exhibit hereto) shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
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TABLE OF CONTENTS
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Exhibit No. |
|
| 99.1 | English language summary of Official Notice No. 5508-2019-SMV/11.1 from the Securities Market Superintendency (“SMV”) of Peru to Credicorp Ltd. |
| 99.2 | English language translation of letter published on November 18, 2019 via Twitter. |
| 99.3 | Press Release published on the investor relations website of Credicorp Ltd. on November 18, 2019. |
| 99.4 | English language translation of interview published in the El Comercio newspaper on November 19, 2019. |
| 99.5 | English language translation of email from SMV to the Lima Stock Exchange (“BVL”). |
| 99.6 | English language translation of letter from BVL to Credicorp Ltd. |
| 99.7 | English language translation of letter from Credicorp Ltd. to SMV. |
| 99.8 | English language translation of Notice by SBS. |
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SIGNATURE
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.
Date: November 26, 2019
| CREDICORP LTD. | ||
| (Registrant) | ||
| By: | /s/ Miriam Böttger | |
| Name: Miriam Böttger | ||
| Title: Authorized Representative | ||
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Exhibit 99.1
Official Notice No. 5508-2019-SMV/11.1 from the Securities Market Superintendency of Peru to Credicorp Ltd.
(English language summary)
By letter dated November 20, 2019, the Securities Market Superintendency of Peru (SMV), sent an official notice to Walter Bayly, the Gerente General (CEO) of Credicorp Ltd., with regards to the company’s obligations as an issuer listed on the Lima Stock Exchange (BVL). The notice referred to (i) a letter published by Credicorp Ltd. on November 18, 2019 via Twitter; (ii) a press release published on the investor relations website of Credicorp Ltd. on November 18, 2019; (iii) an interview published in the El Comercio newspaper on November 19, 2019; (iv) the media reports regarding Mr. Romero’s testimony of November 18, 2019; (v) the SMV’s previous request of Credicorp Ltd. to make a Material Event filing; and (vi) Credicorp Ltd.’s indication that Mr. Romero’s testimony did not constitute a Material Event. SMV noted that among its goals are the protection of investors, efficiency and transparency of markets, correct pricing, and the dissemination of all information necessary to achieve those aims. Despite Credicorp Ltd.’s argument that Mr. Romero’s statements do not constitute a Material Event, the SMV considers them as such. Therefore, in accordance with the Regulation on Material Events, Credicorp Ltd. is required to disclose this notice, along with all the aforementioned documents, and any other relevant information.
Exhibit 99.2
Letter published on November 18, 2019 via Twitter
(English language translation)
Dear team,
As is public knowledge, the prosecutor has cited several businessmen as witnesses in the case against Keiko Fujimori, to obtain information on the contributions she received for her presidential campaigns. Today was the day the prosecutor scheduled my statement as a witness, and I went to tell him about the contributions we made to Mrs. Fujimori's party.
In my statement, I informed the prosecutor about the donations that Credicorp Ltd. made to the Fuerza 2011 campaign during the presidential elections of that year. I feel that it is necessary to write this letter to explain the circumstances and, especially, the reasons behind the decision to make such contributions.
I want to start by remembering the anxiety experienced during this electoral process by those of us who believe in the development and progress of Peru. The Venezuelan regime, headed by Hugo Chavez, was making great efforts to expand the disastrous chavismo throughout Latin America. Peru had become a crucial objective for Chavez, and the candidate Ollanta Humala picked up this ideology in his government program "The Great Transformation."
In this scenario, we believed that it was the responsibility of Credicorp, as a leading company in the country, to support the political alternative that, according to the surveys, had the best chance of facing the threat that Peru would suffer the fate of Venezuela.
Thus, between the end of 2010 and 2011, at different times in the two rounds of the electoral process, Credicorp Ltd. made several contributions to Fuerza 2011 that totaled US$3.65 million. It was undoubtedly an exceptional figure that is explained in the context of the equally exceptional threat of chavismo.
These contributions were delivered in cash, and do not pose any legal liability to Credicorp Ltd. We did not make public the decision to deliver these contributions, neither during the campaign nor immediately after, since we had great concern for the retaliation that a political regime associated with chavismo could take, a regime that shows no respect for democracy. However, in August 2015, once Ollanta Humala had already distanced himself from Chavez and Peru was experiencing more stable political circumstances, Credicorp Ltd. manager Walter Bayly commented in an interview with the newspaper El Comercio that we had made campaign contributions during the 2011 electoral process.
In the time since, I have repeatedly reflected on our decisions and have always reached the same conclusion: making these contributions to Fuerza 2011 was the responsible decision for a threat such as that represented by chavismo for Peruvians and the economy of Peru. I have the conviction that we had a responsibility with the country, as well as with the shareholders, the tens of thousands of employees of the companies I represent, and with the clients, depositors, pensioners and suppliers that depend on the strength of our companies.
Under the same view of our responsibility with the country, during 2016 we supported the two candidacies that promoted the economic and social development model in which we believe. Thus, between three subsidiaries of Credicorp Ltd. and my own family, we contributed a total of around US$650,000 to the campaigns of Peruanos por el Kambio and Fuerza Popular, at different times during the first and second rounds of the elections.
Peru is my country, the country in which I have grown up, and I have a commitment to contribute to its development and progress. It is a commitment that I renew with optimism every day.
Dionisio Romero Paoletti
Exhibit 99.3
Press Release published on the investor relations website of Credicorp Ltd. on November 18, 2019
Credicorp Ltd. Chairman Testifies in Government Investigation
November 18, 2019
Lima, Nov. 18, 2019 (GLOBE NEWSWIRE) -- Lima, PERU, November 18th, 2019 – Credicorp (NYSE: BAP) announces that its Chairman, Dionisio Romero Paoletti, testified today as one of the witnesses in the Peruvian government’s investigation into campaign donations made to Keiko Fujimori’s 2011 presidential campaign.
Mr. Romero informed prosecutors that in 2010 and 2011, Credicorp made donations totaling $3.65 million to the Fujimori 2011 campaign. These contributions were made in coordination with members of the senior management team and do not pose any legal liability to the company.
Mr. Romero said: “During those years Hugo Chávez was investing millions to extend his power throughout Latin America. Peru became a crucial target, and Ollanta Humala, Fujimori’s opposing candidate, supported Chávez’s pernicious ideology. As I testified to prosecutors, we believed it was Credicorp’s responsibility, as a leading Peruvian business, to oppose Humala’s campaign and help combat the threat to our country posed by the Chávez regime.”
As part of its ongoing commitment to corporate governance, Credicorp has in place a robust set of corporate governance and compliance policies in line with best practices followed by global financial institutions to meet its commitment to its shareholders and other stakeholders, while promoting the highest level of performance by the Board and management, information transparency, and proper governance and internal controls of Credicorp and its subsidiaries.
About Credicorp
Credicorp Ltd. (NYSE: BAP) is the leading financial services holding company in Peru with presence in Chile, Colombia and Bolivia. Credicorp has a diversified business portfolio organized into four lines of business: Universal Banking, through Banco de Credito del Peru - BCP and Banco de Credito de Bolivia; Microfinance, through Mibanco and Encumbra; Insurance & Pension Funds, through Grupo Pacifico and Prima AFP; and Investment Banking & Wealth Management, through Credicorp Capital, Wealth Management at BCP and Atlantic Security Bank.
For further information please contact the IR team:
investorrelations@credicorpperu.com.pe
Investor Relations
Credicorp Ltd.
Source: CREDICORP LTD.
Exhibit 99.4
Interview published in the El Comercio newspaper on November 19, 2019
(English language translation)
After testifying in a prosecutor's office for the first time, the chairman of the board of directors of Credicorp Ltd., Dionisio Romero Paoletti, told this newspaper details of how his company and his family contributed to the electoral campaign of Keiko Fujimori in 2011 and 2016. He also reported that he contributed to the Pedro Pablo Kuczynski 2016 campaign.
- Was it Keiko Fujimori who knocked on the door or was it you who solicited her?
No, she did not ask us for anything. Rather, what we looked for was which party could fight [Ollanta Humala] in the 2011 elections. And according to the polls, it was Fuerza 2011. That is why we decided to support the party led by Keiko Fujimori.
- Who was the first contact in the political party?
Since I had no contact with Mrs. Fujimori, I asked my lifelong friend Martín Pérez to put us in contact because he did know her. I asked him to put us in contact and coordinate the meetings, which were at his house. I remember that there was a first meeting where I told Mrs. Fujimori, I think Mr. [Jaime] Yoshiyama was there too, that we wanted to support her candidacy.
- Did she put any conditions on receiving the money?
No, none.
- Or did you put conditions on the money?
We had nothing to ask for. Just being able to ensure that chavismo did not take control of the country was going to be more than enough for us. That was already a triumph. I do not remember Mrs. Fujimori's exact words but it was understood that she would accept support from us.
- She set the amount of $3.65 million?
No. Moreover, the amount was not even fixed at the beginning, it was determined later as we saw how the campaign progressed and how the candidate financed by Venezuela rose in the polls.
- You have said that it was in cash. How was the delivery of the money?
I don't remember the exact number of meetings we had, it may have been six or seven [equal number of deliveries]. Keiko was not necessarily at all. But certainly one of them [Keiko or Yoshiyama] had to be there in order to give them the money.
- In what did you give it to them?
In a briefcase.
- Keiko Fujimori did not say ‘we better put the money in the bank’ for the sake of transparency?
No. I decided that it would be in cash to maintain confidentiality, because I was very afraid of reprisals that could have occurred if a chavista candidate won. We had seen how they treat businessmen and Chávez's opponents in Venezuela. I feared that there would be retaliation against the companies I lead and against my family.
- How did that contribution figure into the balance sheet of the company?
The money was properly accounted for in Credicorp and those accounts have been audited by EY. I do not know what the accounting entry says, I'm not an accountant.
- In the donations item?
I don't know the exact entry, but I imagine that for the amount. Let’s see, it is certainly a very high amount, but it must be considered that Credicorp’s expenses total more than two billion dollars, so relative to Credicorp expenses this does not reach 0.2%. I don't know if there is an entry for such a small item of expenses in relation to the corporation's expenses. It may have been labeled for example various expenses or something.
- If you had not been summoned by prosecutor José Domingo Pérez, surely you would not have disclosed this contribution.
Well, my board of directors already knew about it. Not necessarily today, but eventually I would have said it, yes.
- Do you know of other businessmen who have donated?
No, I do not know. At that time, many of us were very worried about what could happen to the future of our country. But everyone made their own decision.
- Surely there will be those who question why you reveal this when it is pending in the Constitutional Court whether Keiko Fujimori’s preventive detention is annulled. Some may think that this will harm her.
Look, my objective here is not to harm anyone, it is only to explain why these contributions were given, both in 2011 and 2016, and the context in which they were given, which seems very important to me. As for my subpoena in the prosecution, that was predetermined several weeks ago.
- Others will say that it is a lifesaver because now she could insist that her campaign was not financed by Odebrecht but that it was Credicorp's money, which is of legal origin.
Let's see, the reason I'm here is to explain why these contributions were made. The rest, I don't handle it.
- What other presidential campaigns has the Credicorp group funded?
In 2016 we also contributed to the campaign of Peruanos por el Kambio. We had decided that these decisions were to be made within an official body, that is the Executive Committee, which at the request of the PPK group decided to contribute 180 UIT [Tax Unit] in total, 60 UIT from Banco de Crédito, 60 UIT from Mibanco and 60 UIT from Pacífico Seguros. But from the side of my family, we as individuals decided to support Fuerza Popular, on that occasion with $450,000 of the family's own funds.
- What would you say to the clients with accounts at the Banco de Crédito, who for example, are saying online 'now I know where the interest that I pay goes', 'what they charge me to replace a card'?
I would say that this is not the money of those with savings or current accounts, the money that has been contributed to these campaigns is money from the shareholders. And I would say that in reality the objective and what I had in mind with these contributions was rather to defend the interests of the employees and shareholders. We wanted to defend this heritage that we had from the risk of the country going in the direction Venezuela has gone.
Exhibit 99.5
Email from SMV to the Lima Stock Exchange (BVL)
(English language translation)
From: Ginocchio, Elsa
Date: Monday November 18, 2019 8:50 PM
To: Silvia Olivera Beramendi; Patricia Pinto
CC: Alix Godos; Helard Palma
Subject: “Dionisio Romero Paoletti reveals that Credicorp donated US$3.6 million to the campaign of Keiko Fujimori in 2011”
Good evening Silvia: the following news has been published in La Republica and El Comercio today 11/18/2019, in the digital edition of the newspaper El Comercio, entitled “Dionisio Romero Paoletti reveals that Credicorp donated US$3.6 million to the campaign of Keiko Fujimori in 2011”; and in La Republica “Dionisio Romero notes that Credicorp contributed US$3.65 million to Keiko Fujimori's campaign”.
And also this news from the United States:
[Link to article on Yahoo]
About this news, what actions have you taken? And what EMIs did you put out? Please pass them along.
Best regards,
Elsa Ginocchio
Exhibit 99.6
Letter from BVL to Credicorp Ltd.
(English language translation)
Dear Sirs:
We address you in order to request information regarding your company, whose common shares are registered for negotiation at this institution's Stock Exchange.
Regarding this matter, and considering the information published in various media related to your company, such as the interview published in the newspaper El Comercio today (of which a copy is attached), we ask you to inform yourself about the statements made by the Chairman of the Board, Mr. Dionisio Romero Paoletti.
In this regard, we remind you that, in accordance with the provisions of section 6.5 of the Regulation on Material Events and Reserved Information (Resolution SMV No. 005-2014-SMV/01), it is the obligation of the issuer to clarify, deny, or, where appropriate, communicate as a Material Event, after becoming informed of the statements published in the media by representatives of the issuer itself or by third parties, to comply with the provisions of articles 3 and 4 of the regulation.
In case of any question or clarification, please contact 619-3333 extension 2146, to speak to the Deputy Manager of Issuers and Stock Information.
Without further ado, we are yours.
Sincerely,
Silvia Olivera Beramendi
Deputy Manager of Issuers and Stock Exchange Information
Attachments:
Attachment 1: Interview published in the El Comercio newspaper on November 19, 2019 (see Exhibit 99.4 for full English translation).
Attachment 2: Articles published in the Gestión newspaper on November 19, 2019 titled “Dionisio Romero reveals that Credicorp contributed US$3.6 million to Keiko’s campaign in 2011,” “How was the decision made?” “Vela said that for the first time Fujimori acknowledges the acceptance of large sums of money for her campaign,” and “What the National Office on Electoral Processes (ONPE) says about the campaign contributions in 2011 and 2016 to FP and PPK.” These articles report on Credicorp Ltd.’s campaign donations, drawing details from the El Comercio interview and the letter published on Twitter on November 18, 2019 (see Exhibit 99.2 for a full English translation).
Exhibit 99.7
Letter from Credicorp Ltd. To SMV
(English language translation)
November 19, 2019
Sirs
Securities Market Superintendency of Peru - SMV
A/A: Mrs. Elsa Ginocchio Lainez Lozada
Supervisor, Division of Registry
Subject: Your email of November 18, 2019
Dear Mrs. Ginocchio:
Regarding your communication referenced above about the article published in the digital edition of the newspaper El Comercio entitled “Dionisio Romero Paoletti reveals that Credicorp donated US$3.6 million to the campaign of Keiko Fujimori in 2011” and in La Republica “Dionisio Romero notes that Credicorp contributed US$3.65 million to Keiko Fujimori's campaign”, we would like to inform you that:
Having analyzed the issue in the light of articles 3 and 4 of the Regulation on Material Events and Reserved Information, approved by Resolution SMV No. 005-2014-SMV/01, we consider that Mr. Romero's statements about the contributions made by Credicorp Ltd. ("Credicorp") do not constitute a material event, since we believe that they do not have the capacity to significantly influence the decision of a reasonable investor to buy, sell or keep the company's shares, nor do they have the capacity to significantly influence the liquidity, price or quotation of such shares. We base our conclusion on the following fundamentals:
a. The statements of Mr. Romero, Chairman of the Board of Directors of Credicorp, have been given in his capacity as a witness in the framework of a prosecutor’s investigation.
b. Until November 2017, there was no restriction for legal for-profit entities to make contributions to political campaigns. In that sense, the contributions made by Credicorp in the year 2011, about which Mr. Romero testified yesterday and to which the articles published by the newspapers mentioned in this communication refer, were within the framework of the law.
c. Said contributions were approved by the Executive President in coordination with the Gerente General (COO) of the company, in the exercise of their powers as such.
d. The total amount contributed represents only 0.158% of Credicorp's total expenses in the years 2010 and 2011; that is, it does not constitute a relevant percentage of the company's expenses in those years.
e. The contributions were correctly accounted for by Credicorp in accordance with international accounting standards.
Based on the foregoing, we consider that Mr. Romero's statements about the contributions made by Credicorp do not qualify as a material event.
Sincerely,
CREDICORP LTD.
Miriam Böttger
Stock Market Representative
Exhibit 99.8
Notice by SBS
(English language translation)
Given the recent statements of Mr. Dionisio Romero Paoletti, Chairman of the Board of Directors of Credicorp Ltd., a holding company that owns entities supervised by the SBS, it is reported that this Superintendency has initiated an evaluation process of the circumstances under which contributions of cash were used for the financing of political parties in electoral campaigns. This evaluation is limited to verifying compliance with the standards issued by this
Superintendency and, if applicable, the adoption of corrective actions.