AENZA S.A.A. (the “Company”) hereby informs that it plans to change the ratio of its American Depositary Shares (“ADSs”) to its common shares (the “ADS Ratio”) from the current ADS Ratio of one (1) ADS to five (5) common shares, to a new ADS Ratio of one (1) ADS to fifteen (15) common shares (the “ADS Ratio Change”). The Company anticipates that the ADS Ratio Change will be effective on or about November 22, 2022.
For the Company’s ADS holders, the ADS Ratio Change will have the same effect as a one-for-three reverse share split. Effective as of November 22, 2022, ADS holders will be required to surrender and exchange every three (3) existing ADSs then held for one (1) new ADS. The Bank of New York Mellon (the “Depositary”), as the depositary bank for the Company’s ADSs program, will arrange for the exchange of current ADSs for new ADSs. The Company’s ADSs will continue to be traded on the New York Stock Exchange under the ticker symbol “AENZ”.
No fractional new ADSs will be issued in connection with the ADS Ratio Change. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the Depositary. The ADS Ratio Change will have no impact on the Company’s underlying common shares, and no common shares will be issued or cancelled in connection with the ADS Ratio Change.
As a result of the ADS Ratio Change, the Company’s ADS trading price is expected to increase proportionally; however, there can be no assurance that the ADS trading price after the ADS Ratio Change will be equal to or greater than three (3) times the ADS trading price before the change.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the expectation of its collection efficiency and delinquency contains forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goal and strategies; the Company’s expansion plans; the Company’s future business development, financial condition and results of operations; the Company’s expectations regarding demand for, and market acceptance of, its products; the Company’s expectations regarding keeping and strengthening its relationships with customers, business partners and other parties it collaborates with; general economic and business conditions; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.