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.