GRUPO AVAL ACCIONES Y VALORES S.A.
Statement of Shareholders’ Equity
(Stated in millions of Colombian pesos, except cash
dividends and outstanding shares)
|
|
|
|
|
|
Retained
earnings (losses)
|
|
|
|
|
|
|
|
|
Subscribed
and paid capital
|
|
Paid-in
Capital
|
|
Legal
reserve
|
|
Occasional
reserve
|
|
Changes
in accounting policies
|
|
Earnings
(losses) in first-time adoption
|
|
Net
Income
|
|
Other
equity accounts
|
|
Shareholders'
equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of December 31st, 2019
|
Ps.
|
22,281
|
Ps.
|
8,612,936
|
Ps.
|
11,140
|
Ps.
|
7,816,340
|
Ps.
|
(445,544)
|
Ps.
|
256,878
|
Ps.
|
3,031,238
|
Ps.
|
1,029,585
|
Ps.
|
20,334,854
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Constitution
of reserves for future distributions net income 2019
|
|
|
|
|
|
|
|
3,031,238
|
|
|
|
|
|
(3,031,238)
|
|
|
|
-
|
To distribute a cash dividend
of $ 5,00 per share per month
from April 2020 to March 2021 including those two months,
over 22,281,017,159 outstanding shares as of the date of this meeting.
|
|
|
|
|
|
|
|
(1,336,861)
|
|
|
|
|
|
|
|
|
|
(1,336,861)
|
Application
of the equity method
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
367,923
|
|
367,923
|
Dividends
witholding tax
|
|
|
|
|
|
|
|
|
|
(1,080)
|
|
|
|
|
|
|
|
(1,080)
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,065,515
|
|
|
|
1,065,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of june 30th 2020
|
Ps.
|
22,281
|
Ps.
|
8,612,936
|
Ps.
|
11,140
|
Ps.
|
9,510,717
|
Ps.
|
(446,624)
|
Ps.
|
256,878
|
Ps.
|
1,065,515
|
Ps.
|
1,397,508
|
Ps.
|
20,430,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of december 31 st. 2020
|
Ps.
|
22,281
|
Ps.
|
8,612,936
|
Ps.
|
11,140
|
Ps.
|
9,510,717
|
Ps.
|
(454,293)
|
Ps.
|
256,878
|
Ps.
|
2,399,001
|
Ps.
|
762,066
|
Ps.
|
21,120,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Constitution
of reserves for future distributions net income 2020
|
|
|
|
|
|
|
|
2,399,001
|
|
|
|
|
|
(2,399,001)
|
|
|
|
-
|
To distribute a cash dividend
of $ 4,50 per share per month from
April 2021 to March 2022 including those two months, over 22,281,017,159 outstanding shares as of the date of this meeting.
|
|
|
|
|
|
|
|
(1,203,175)
|
|
|
|
|
|
|
|
|
|
(1,203,175)
|
Application
of the equity method
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
231,206
|
|
231,206
|
Dividends
witholding tax
|
|
|
|
|
|
|
|
|
|
(1,115)
|
|
|
|
|
|
|
|
(1,115)
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,740,757
|
|
|
|
1,740,757
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of june 30th 2021
|
Ps.
|
22,281
|
Ps.
|
8,612,936
|
Ps.
|
11,140
|
Ps.
|
10,706,543
|
Ps.
|
(455,408)
|
Ps.
|
256,878
|
Ps.
|
1,740,757
|
Ps.
|
993,272
|
Ps.
|
21,888,399
|
The accompanying
notes are an integral part of the separate financial statements.
GRUPO
AVAL ACCIONES Y VALORES S.A.
|
Individual
Statement of Cash Flow
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six-month periods ended
|
|
Notes
|
|
June 30, 2021
|
|
June 30, 2020
|
|
|
|
|
|
|
Cash flow from operating activity:
|
|
|
|
|
|
Net Income
|
|
Ps.
|
1,740,757
|
Ps.
|
1,065,515
|
|
|
|
|
|
|
Adjustments to reconcile net profit with net cash
|
|
|
|
|
|
used in operating activities
|
|
|
|
|
|
Income tax expense
|
9
|
|
27,149
|
|
18,522
|
Property and equipment depreciation
|
8
|
|
909
|
|
873
|
Equity method earnings
|
15
|
|
(1,707,593)
|
|
(1,037,949)
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
Decrease in trading securities
|
|
|
-
|
|
205
|
Decrease in receivables
|
|
|
55,686
|
|
(1,167)
|
Acquisition of permanent investments
|
7
|
|
(55,269)
|
|
-
|
Decrease in other assets and liabilities, net: prepaid taxes, prepaid expenses; taxes, accounts payable,
employee liabilities, estimated liabilities and provisions.
|
|
|
(13,337)
|
|
(15,790)
|
Decrease in interests payable
|
|
|
984
|
|
(616)
|
Interest payment by lease agreements IFRS 16
|
|
|
(118)
|
|
(232)
|
Dividends received by subsidiaries
|
|
|
637,372
|
|
678,410
|
Income Tax paid
|
|
|
(16,770)
|
|
(23,901)
|
Net cash used in operating activities
|
|
|
669,770
|
|
683,870
|
|
|
|
|
|
|
Cash flow from investing activities:
|
|
|
|
|
|
Acquisition of property and equipment
|
|
|
-
|
|
(33)
|
Net cash used in investing activities
|
|
|
-
|
|
(33)
|
|
|
|
|
|
|
Cash flow from financing activities:
|
|
|
|
|
|
Dividends paid
|
|
|
(630,518)
|
|
(665,686)
|
Acquisition of loans
|
13
|
|
-
|
|
100,000
|
Payment liabilities by lease agreements
|
|
|
(635)
|
|
(547)
|
Bonds Payment
|
13
|
|
-
|
|
(100,000)
|
Net cash from financing activities
|
|
|
(631,153)
|
|
(666,233)
|
Change in cash and cash equivalents
|
|
|
38,617
|
|
17,604
|
Cash and cash equivalents as of the beginning of the period
|
|
|
130,353
|
|
51,299
|
Cash and cash equivalents as of the end of the period
|
|
Ps.
|
168,970
|
Ps.
|
68,903
|
|
|
|
|
|
Additional information:
|
|
|
|
|
|
|
|
|
|
|
|
Payment of Interest
|
|
Ps.
|
42,384
|
Ps.
|
59,698
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the separate financial statements.
|
|
|
|
|
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
Grupo Aval Acciones
y Valores S.A. (hereinafter the "Company" or "Grupo Aval") is a corporation established by Public Deed number 0043
of January 7, 1994; its domicile is located at Carrera 13 No. 26A - 47, Bogotá, D.C., Colombia.
Its corporate purpose is directed to
the purchase and sale of shares, bonds and securities of entities belonging to the financial system and other commercial entities. At
the same time, the Company may acquire and negotiate all kinds of securities, of free circulation in the market, and securities in general;
promote the creation of all kinds of related or complementary companies with the corporate purpose; represent natural or legal persons
engaged in similar or complementary activities and those already mentioned; give or take money in loans with or without interest; to pledge
or administer its real or personal property; to draw, endorse, acquire, accept, collect, protest, cancel or pay bills of exchange, checks,
promissory notes, or any other securities or accept or give them in payment and to execute or execute in general the exchange contract
in all its manifestations, in all its modalities or related, parallel and/or complementary activities. The total employees as of June
30, 2021 and December 31, 2020 was 126 and 122 respectively.
The expiration of the Company established
in the bylaws is until May 24, 2044, but it may be dissolved or extended before that term.
The Law 1870 of 2017 aims at defining,
supervising and regulating financial conglomerates with the purpose of ensuring the stability of the financial system and in its Article
3º defines the scope and responsibility of financial holding companies such as Grupo Aval. This regulation specifies that these entities
will be subject to inspection and oversight by the Superintendency of Finance and, therefore, all regulatory provisions related to risk
management, internal control, disclosure of information, conflicts of interest and corporate governance that they must apply will be applicable.
Covid-19
The effects originated by COVID 19
in the financial statements of the entities in which the Company has an interest are reflected in the value of the investment, through
the calculation and recognition of the equity method and in the changes in the ORI of its subsidiaries.
The impact on the entities’ financial
statements corresponds to the impairment of financial instruments-credit portfolio, other accounts receivable and others, which are based
on the increase in credit risk and exposure at risk, macroeconomic aspects considered in the calculations of provisions, where the variables
reflect the expected economic recovery, as a result of the progress in vaccination worldwide.
Clients credit reliefs
During the second quarter of 2021,
the actions taken or suggested by the governments of the countries where the Group operates, continued to be taken into consideration,
promoting and monitoring the generation of client’s reliefs in relation to loans or loan agreements in force.
Other matters
As of June 30, 2021, no additional
issues were identified than those already revealed in the Financial Statements as of December 31, 2020.
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
|
(2)
|
Basis of preparation of the consolidated financial statements and summary of significant accounting
policies
|
The consolidated condensed interim
financial information has been prepared in accordance with International Accounting Standard, contained in the Accounting and Financial
Information Standards accepted in Colombia (NCIF) established in Law 1314 of 2009, regulated by the single regulatory decree 2420 of 2015
modified by decree 2496 of 2015, 2131 of 2016, 2170 of 2017, 2483 of 2018, 2270 of 2019 and decree 1432 of 2020 issued by the national
government.
The interim financial statements do
not include all the information required for a complete set of IFRS financial statements and should be read in conjunction with the Group’s
last annual consolidated financial statements as of and for the year ended December 31, 2020. In accordance with IAS 34 Interim Financial
Reporting, the accounting policies used for interim periods are the same as those applied in the preparation of the annual financial statements.
Grupo Aval presents stability in the
recognition in the results of each quarter, since in the different periods disclosed above there is no evidence of seasonality or cyclical
effects in its disclosed results.
|
(3)
|
Critical accounting judgments and estimates in the application of accounting policies
|
In preparing these
interim condensed consolidated financial statements, management has made judgements and estimates that affect the application of accounting
policies and the reported amounts of assets and liabilities, income and expense.
The significant judgements made by management
in applying the Group’s accounting policies and the key sources of estimation were the same as those described in the last annual
financial statements ended on December 31, 2020.
|
(4)
|
Measurement of fair values
|
The fair value of
financial assets and liabilities traded in active markets (such as financial assets in debt and equity securities and derivatives actively
traded on stock exchanges or in interbank markets) is based on 'dirty' prices provided by an official price suppliers authorized by the
Colombian Financial Superintendency, which are determined through weighted averages of transactions occurring during the trading day.
An active market is
a market in which transactions for assets or liabilities take place with sufficient frequency and volume to provide price information
on an ongoing basis. A 'dirty' price is one that includes accrued and outstanding interest on the security from the date of issue or last
interest payment to the date of fulfillment of the purchase and sale transaction. The fair value of financial assets and liabilities that
are not traded in an active market is determined using valuation techniques determined by the price suppliers or by Grupo Aval entities´
management.
The Company may use
internally developed models for financial instruments that do not have active markets. Such models are generally based on valuation methods
and techniques generally standardized in the financial industry. Some inputs to these models may not be observable in the market and are
therefore estimated based on assumptions.
The output of a model is always an estimate
or approximation of a value that cannot be determined with certainty, and the valuation techniques employed may not fully reflect all
factors relevant to the Company's positions. Therefore, valuations are adjusted, if necessary, to allow for additional factors, including
country risk, liquidity risk and counterparty risk.
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
The fair value hierarchy has the following
levels:
|
·
|
Level 1 inputs are quoted prices (unadjusted)
in active markets for assets or liabilities identical to those which the entity can access as of the date of measurement.
|
|
·
|
Level 2 inputs are inputs different than quoted
prices included in Level 1 that are observable for the asset or liability, whether directly or indirectly in non-active markets.
|
|
·
|
Level 3 inputs are unobservable inputs for the
asset or liability.
|
The level in the fair value hierarchy
within which fair value measurement is classified in whole is determined based on the input of the lowest level that is most significant
for measuring its total fair value. For such purpose, the relevance of an input is assessed in connection with to measurement of the total
fair value. Financial instruments that are listed in markets that are not deemed active, but which are valued based in accordance with
quoted market prices, quotes from price suppliers or alternative price sources supported by observable inputs, are classified in Level
2.
If a fair value measurement uses observable
inputs that require significant adjustments based on unobservable inputs, this measurement is classified as Level 3. The assessment of
the importance of a particular input to the measurement of fair value in whole requires judgment, considering specific factors of the
asset or liability.
Determining what is deemed as 'observable'
requires a significant judgment by Grupo Aval. Grupo Aval considers as observable data the market data, which is already available, distributed
or updated by the price suppliers, and it is reliable and verifiable, with no property rights, and provided by independent sources which
are actively involved in the reference market.
Fair
value measurements on a recurring basis
Fair value measurements on a recurring
basis are those required or permitted by IFRS accounting standards in the statement of financial position at the end of each accounting
period.
Marketable investments are carried at
fair value using the value of the unit, provided by the fund management company, which reflects the fair value of the underlying assets,
incorporating all the risks to which the assets are exposed, in accordance with IFRS 13. The managing entity, based on observable market
data, reflects the credit risk associated with the asset; consequently, the Company does not analyze or monitor impairment indicators.
The fair value of the underlying assets
is calculated based on market observable inputs, either directly or indirectly, which can be substantially corroborated by observable
market data, for this reason, such investments were classified in level 2.
The fair value of investments primarily
reflects changes in market conditions due mainly to changes in interest rates and other economic conditions in the country in which the
investment is held. As of June 30, 2021 and December 31, 2020, the Company considers that there have been no material losses in the fair
value of investments due to credit risk impairment conditions of such assets.
The following table analyzes, within
the fair value hierarchy, the Company's financial assets and liabilities (by class) measured at fair value at June 30, 2021 and December
31, 2020 on a recurring basis:
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
|
June 30, 2021
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
Trading investments at fair value
|
Ps.
|
-
|
Ps.
|
7
|
Ps.
|
-
|
Ps.
|
7
|
Total recurring assets at fair value
|
Ps.
|
-
|
Ps.
|
7
|
Ps.
|
-
|
Ps.
|
7
|
|
|
December 31, 2020
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
Trading investments at fair value
|
Ps.
|
-
|
Ps.
|
7
|
Ps.
|
-
|
Ps.
|
7
|
Total recurring assets at fair value
|
Ps.
|
-
|
Ps.
|
7
|
Ps.
|
-
|
Ps.
|
7
|
Fair
value disclosures of financial liabilities carried at amortized cost determined solely for disclosure purposes
The following is a detail of how the
financial liabilities recorded at amortized cost and measured at fair value were valued solely for purposes of this disclosure.
Financial obligations and other liabilities
For financial obligations and other liabilities,
their fair value was determined using cash flow models discounted by risk-free interest rates adjusted by the entity's own risk premiums.
For outstanding bonds, their fair value was determined according to their quoted prices on stock exchanges.
The following table presents the summary
of the Company's financial liabilities at June 30, 2021 and December 31, 2020 not measured at fair value on a recurring basis, compared
to their fair value for which it is practicable to calculate fair value:
|
|
Carrying value
|
|
Fair Value
|
|
Balance of principal and interest
|
|
June 30, 2021
|
|
December 31, 2020
|
|
June 30, 2021
|
|
December 31, 2020
|
Bank loans (1)
|
Ps.
|
524,480
|
Ps.
|
523,904
|
Ps.
|
528,598
|
Ps.
|
537,425
|
Outstanding Bonds (2)
|
|
1,130,390
|
|
1,130,099
|
|
1,116,197
|
|
1,234,899
|
Total
|
Ps.
|
1,654,870
|
Ps.
|
1,654,003
|
Ps.
|
1,644,795
|
Ps.
|
1,772,324
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The fair values of bank loans are calculated taking the credit spread (margin); at the same time, the rates of paper indexed to the
DTF and IBR are calculated in the market, and to these are added the implicit rate in the SWAP curve DTF - Fixed Rate, quoted in Precia
(Infovalmer). At June 30, 2021 and December 31, 2020 the average discount rates used were 3.9605% and 3.2914%, respectively, and are classified
in level 2 of hierarchy.
|
|
(2)
|
For the calculation of the fair value of outstanding bonds, Precia (Infovalmer) prices were used for each one of the periods, calculated
with an estimated price, which corresponds to the "dirty" price, obtained as a result of the present value of the flows of a
security, discounting them with the reference rate and the corresponding margin; likewise, they are classified in level 2 of the hierarchy.
|
|
(5)
|
Cash and cash equivalents
|
Cash and cash
equivalents balances comprise the following as of June 30, 2021 and December 31, 2020:
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
December 31, 2020
|
In Colombian pesos
|
|
|
|
|
Cash
|
Ps.
|
4
|
Ps.
|
4
|
Banks and other financial institutions on demand
|
|
168,764
|
|
129,739
|
|
|
168,768
|
|
129,743
|
In foreign currency
|
|
|
|
|
Banks and other financial institutions on demand (1)
|
|
202
|
|
610
|
|
Ps.
|
168,970
|
Ps.
|
130,353
|
|
|
|
|
|
|
(1)
|
Includes a balance in U.S. dollars in checking accounts at Banco de Bogotá Panama for US$ 1,001.44
and at Banco de Bogotá Miami Agency for US$ 52,804.86 as of June 30, 2021, converted at the closing TRM of Ps.3,748.50 per dollar.
|
Of the total cash, the Company has earmarked
Ps.1,214 as of June 30, 2021 and December 31, 2020, to cover the repayment of unallocated contributions in shares of the 2011 issuance.
The following is a detail of the credit
quality determined by independent risk rating agents of the main financial institutions in which the Company maintains cash funds:
Credit quality
|
|
June 30, 2021
|
|
December 31, 2021
|
Investment grade
|
Ps.
|
168,772
|
Ps.
|
129,746
|
Unqualified or not available
|
|
198
|
|
607
|
Total
|
Ps.
|
168,970
|
Ps.
|
130,353
|
The following is the accounts receivable balance as of June
30, 2021 and December 31, 2020:
|
|
June 30, 2021
|
|
December 31, 2020
|
Dividends Receivable from Subsidiaries (1)
|
Ps.
|
855,913
|
Ps.
|
341,611
|
Other accounts receivable from related parties
|
|
1,837
|
|
1,837
|
Subtotal accounts receivable from related parties
|
|
857,750
|
|
343,448
|
|
|
|
|
|
Suppliers
|
Ps.
|
-
|
Ps.
|
1,861
|
Others
|
|
156
|
|
156
|
Disabilities
|
|
7
|
|
77
|
Subtotal other accounts receivable
|
|
163
|
|
2,094
|
|
|
|
|
|
Total accounts receivable
|
Ps.
|
857,913
|
Ps.
|
345,542
|
|
|
|
|
|
|
(1)
|
In March 2021, the companies in which Grupo Aval held direct investments declared dividends of Ps. 1,208,437.
|
|
(7)
|
Investments in subsidiaries and associated companies
|
The carrying value of investments in
subsidiaries and associates as of June 30, 2021 and December 31, 2020:
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
|
Participation percentage
|
|
Number of Shares
|
|
Book value
|
|
June 30, 2021
|
|
December 31, 2021
|
|
June 30, 2021
|
|
December 31, 2021
|
|
June 30, 2021
|
|
December 31, 2021
|
Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
Banco de Bogotá S.A.
|
68.74%
|
|
68.74%
|
|
227,710,487
|
|
227,710,487
|
Ps.
|
14,339,809
|
Ps.
|
13,537,163
|
Banco de Occidente S.A.
|
72.27%
|
|
72.27%
|
|
112,671,465
|
|
112,671,465
|
|
3,489,641
|
|
3,504,883
|
Banco Comercial AV Villas S.A.
|
79.86%
|
|
79.86%
|
|
179,459,557
|
|
179,459,557
|
|
1,422,419
|
|
1,451,616
|
Banco Popular S.A.
|
93.74%
|
|
93.74%
|
|
7,241,936,738
|
|
7,241,936,738
|
|
3,263,251
|
|
3,227,944
|
Corporación Financiera Colombiana S.A. (1) y (2)
|
8.50%
|
|
8.42%
|
|
29,030,710
|
|
27,270,567
|
|
1,063,634
|
|
985,898
|
Sociedad Administradora de Fondos de Pensiones y Cesantías Porvenir S.A. (3)
|
20.00%
|
|
20.00%
|
|
21,842,531
|
|
21,842,531
|
|
517,371
|
|
564,256
|
Grupo Aval Limited
|
100.00%
|
|
100.00%
|
|
1
|
|
1
|
|
(553,611)
|
|
(512,644)
|
Subtotal Subsidiaries
|
|
|
|
|
|
|
|
|
23,542,514
|
|
22,759,116
|
Associates
|
|
|
|
|
|
|
|
|
|
|
|
ADL Digital Lab S.A.S
|
34.00%
|
|
34.00%
|
|
408
|
|
408
|
|
2,086
|
|
1,929
|
Subtotal Associates
|
|
|
|
|
|
|
|
|
2,086
|
|
1,929
|
Total permanent investments
|
|
|
|
|
|
|
|
Ps.
|
23,544,600
|
Ps.
|
22,761,045
|
|
(1)
|
In May 2021, 1,760,143 shares were received from Corporación Financiera Colombiana S.A. for Ps.55,269
(Ps.55,686 Dividend - Ps.417 Withholding at source) corresponding to the payment of dividends in shares, increasing the participation
by 0.085668%, thus increasing the total participation from 8.415274% to 8.500942%.
|
In July 2020, 2,906,987 shares were
received from Corporación Financiera Colombiana S.A. for Ps.63,837 corresponding to the payment of stock dividends, increasing
the participation by 0.201328%, thus increasing the total participation from 8.213946% to 8.415274%.
|
(2)
|
On June 21, 2016, a shareholders' agreement was formalized in which Corficolombiana ’s control was
transferred to Grupo Aval.
|
|
(3)
|
Grupo Aval is the controlling company of Sociedad Administradora de Pensiones y Cesantías Porvenir
S.A. because it has a direct investment of 20% and an indirect investment of 55.67% through its subsidiaries Banco de Bogotá and
Banco de Occidente.
|
Investments’
restrictions
As of June 30, 2021
and December 31, 2020, there was a restriction on 7,500,785 shares of Banco de Occidente S.A., granted as a pledge to guarantee financial
obligations with Banco de Bogotá S.A.
As of June 30, 2021,
and December 31, 2020, there was a restriction on 772,532,650 shares of Banco Popular. Granted as a pledge to guarantee financial obligations
with Banco de Bogotá S.A.
As of June 30, 2021,
and December 31, 2020, there was a restriction on 1,593,570 shares of Corficolombiana. Granted as a pledge to guarantee financial obligations
with Banco de Bogotá S.A.
The guarantees mentioned
cover loans for Ps.522,406. Included in Note 10 - Financial obligations at amortized cost.
Subsidiaries
and associates
The following is a detail of the assets,
liabilities and equity of the subsidiaries and associates accounted by the equity method as of June 30, 2021 and December 31, 2020:
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
|
Assets
|
|
Liabilities
|
|
Equity
|
Subsidiaries
|
|
|
|
|
|
Subscribed capital
|
|
Reserves
|
|
Capital surplus (deficit)
|
|
Net income for previous years
|
|
Net income for the year
|
|
Total equity
|
Banco de Bogotá S.A.
|
Ps.
|
110,062,703
|
Ps.
|
89,841,212
|
Ps.
|
3,313
|
Ps.
|
13,764,588
|
Ps.
|
7,454,423
|
Ps.
|
(2,581,079)
|
Ps.
|
1,580,246
|
Ps.
|
20,221,491
|
Banco de Occidente S.A.
|
|
43,139,882
|
|
38,443,493
|
|
4,677
|
|
3,621,013
|
|
700,829
|
|
101,905
|
|
267,965
|
|
4,696,389
|
Banco Comercial AV Villas S.A.
|
|
16,835,107
|
|
15,053,888
|
|
22,473
|
|
1,218,737
|
|
120,785
|
|
311,712
|
|
107,512
|
|
1,781,219
|
Banco Popular S.A.
|
|
27,940,405
|
|
24,841,787
|
|
77,253
|
|
2,539,755
|
|
(11,856)
|
|
299,213
|
|
194,253
|
|
3,098,618
|
Corporación Financiera
Colombiana S.A.
|
|
20,560,102
|
|
10,250,232
|
|
3,415
|
|
3,488,544
|
|
6,033,681
|
|
(280,735)
|
|
1,064,965
|
|
10,309,870
|
Sociedad Administradora de Fondos de Pensiones y Cesantías Porvenir S.A.
|
|
3,928,952
|
|
1,534,524
|
|
109,211
|
|
862,764
|
|
1,181,389
|
|
(59,979)
|
|
301,043
|
|
2,394,428
|
Grupo Aval Limited
|
|
7,059,970
|
|
7,613,581
|
|
-
|
|
-
|
|
(128,320)
|
|
(434,774)
|
|
9,483
|
|
(553,611)
|
Subtotal Subsidiaries
|
Ps.
|
229,527,121
|
Ps.
|
187,578,717
|
Ps.
|
220,342
|
Ps.
|
25,495,401
|
Ps.
|
15,350,931
|
Ps.
|
(2,643,737)
|
Ps.
|
3,525,467
|
Ps.
|
41,948,404
|
Associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADL Digital Lab S.A.S
|
|
29,877
|
|
23,741
|
|
1,200
|
|
224
|
|
-
|
|
4,249
|
|
463
|
|
6,136
|
Subtotal Associates
|
Ps.
|
29,877
|
Ps.
|
23,741
|
Ps.
|
1,200
|
Ps.
|
224
|
Ps.
|
-
|
Ps.
|
4,249
|
Ps.
|
463
|
Ps.
|
6,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
Ps.
|
229,556,998
|
Ps.
|
187,602,458
|
Ps.
|
221,542
|
Ps.
|
25,495,625
|
Ps.
|
15,350,931
|
Ps.
|
(2,639,488)
|
Ps.
|
3,525,930
|
Ps.
|
41,954,540
|
|
|
December 31, 2021
|
|
|
Assets
|
|
Liabilities
|
|
Equity
|
Subsidiaries
|
|
|
|
|
|
Subscribed capital
|
|
Reserves
|
|
Capital surplus (deficit)
|
|
Net income for previous years
|
|
Net income for the year
|
|
Total equity
|
Banco de Bogotá S.A.
|
Ps.
|
106,316,117
|
Ps.
|
87,262,343
|
Ps.
|
3,313
|
Ps.
|
12,658,701
|
Ps.
|
6,761,800
|
Ps.
|
(2,628,570)
|
Ps.
|
2,258,530
|
Ps.
|
19,053,774
|
Banco de Occidente S.A.
|
|
41,447,791
|
|
36,719,396
|
|
4,677
|
|
3,410,147
|
|
797,512
|
|
177,464
|
|
338,595
|
|
4,728,395
|
Banco Comercial AV Villas S.A.
|
|
16,530,505
|
|
14,712,723
|
|
22,473
|
|
1,155,074
|
|
200,730
|
|
274,061
|
|
165,444
|
|
1,817,782
|
Banco Popular S.A.
|
|
27,200,985
|
|
24,140,032
|
|
77,253
|
|
2,432,096
|
|
39,050
|
|
277,423
|
|
235,131
|
|
3,060,953
|
Corporación Financiera
Colombiana S.A.
|
|
17,751,503
|
|
8,260,425
|
|
3,241
|
|
2,524,528
|
|
5,618,296
|
|
(300,567)
|
|
1,645,580
|
|
9,491,078
|
Sociedad Administradora de Fondos de Pensiones y Cesantías Porvenir S.A.
|
|
3,938,638
|
|
1,309,785
|
|
109,211
|
|
805,546
|
|
1,197,888
|
|
(61,568)
|
|
577,776
|
|
2,628,853
|
Grupo Aval Limited
|
|
6,431,776
|
|
6,944,420
|
|
-
|
|
-
|
|
(77,869)
|
|
(376,321)
|
|
(58,454)
|
|
(512,644)
|
Subtotal Subsidiaries
|
Ps.
|
219,617,315
|
Ps.
|
179,349,124
|
Ps.
|
220,168
|
Ps.
|
22,986,092
|
Ps.
|
14,537,407
|
Ps.
|
(2,638,078)
|
Ps.
|
5,162,602
|
Ps.
|
40,268,191
|
Associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADL Digital Lab S.A.S
|
|
25,347
|
|
19,674
|
|
1,200
|
|
-
|
|
-
|
|
(11)
|
|
4,484
|
|
5,673
|
Subtotal Associates
|
Ps.
|
25,347
|
Ps.
|
19,674
|
Ps.
|
1,200
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
(11)
|
Ps.
|
4,484
|
Ps.
|
5,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
Ps.
|
219,642,662
|
Ps.
|
179,368,798
|
Ps.
|
221,368
|
Ps.
|
22,986,092
|
Ps.
|
14,537,407
|
Ps.
|
(2,638,089)
|
Ps.
|
5,167,086
|
Ps.
|
40,273,864
|
As a result of
the impairment assessment performed as of June 30, 2021 and December 31, 2020, taking into consideration the market value of these investments
or the financial results of the subsidiary companies, the Company's management does not consider it necessary to establish any provision
for impairment of these investments.
|
(8)
|
Property and equipment
|
The following is the movement in the
carrying amount of property and equipment during the periods ended at June 30, 2021 and December 31, 2020:
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
|
|
For own use
|
|
Right of use
|
|
Total
|
Cost or fair value:
|
|
|
|
|
|
|
Balance as of December 31, 2019
|
|
5,570
|
|
7,555
|
|
13,125
|
Purchases or capitalized expenses (net)
|
|
186
|
|
5,907
|
|
6,093
|
Withdrawals / Sales (Net)
|
|
(113)
|
|
(7,938)
|
|
(8,051)
|
Balance as of December 31, 2020
|
|
5,643
|
|
5,524
|
|
11,167
|
Purchases or capitalized expenses (net)
|
|
-
|
|
416
|
|
416
|
Withdrawals / Sales (Net)
|
|
(2)
|
|
-
|
|
(2)
|
Balance as of June 30, 2021
|
Ps.
|
5,641
|
Ps.
|
5,940
|
Ps.
|
11,581
|
|
|
|
|
|
|
|
Accumulated depreciation:
|
|
|
|
|
|
|
Balance as of December 31, 2019
|
Ps.
|
3,579
|
|
1,195
|
|
4,774
|
Depreciation of the year charged against profit or loss
|
|
483
|
|
1,271
|
|
1,754
|
Withdrawals / Sales (Net)
|
|
(113)
|
|
(2,065)
|
|
(2,178)
|
Balance as of December 31, 2020
|
|
3,949
|
|
401
|
|
4,350
|
Depreciation of the year charged against profit or loss
|
|
262
|
|
647
|
|
909
|
Withdrawals / Sales (Net)
|
|
(2)
|
|
-
|
|
(2)
|
Balance as of June 30, 2021
|
Ps.
|
4,209
|
Ps.
|
1,048
|
Ps.
|
5,257
|
|
|
|
|
|
|
|
Tangible Assets, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2020
|
Ps.
|
1,694
|
Ps.
|
5,123
|
Ps.
|
6,817
|
Balance as of June 30, 2021
|
Ps.
|
1,432
|
Ps.
|
4,892
|
Ps.
|
6,324
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a.
|
Property and equipment for own use
|
The following is the detail of the
balance as of June 30, 2021 and December 31, 2020 by type of property and equipment for own use:
Description
|
|
Cost
|
|
Accumulated
|
|
Carrying
|
depreciation
|
amount
|
Office equipment and accessories
|
Ps.
|
920
|
Ps.
|
(715)
|
Ps.
|
205
|
Information technology equipment
|
|
2,186
|
|
(1,887)
|
|
299
|
Improvements in leaseholds properties (1)
|
|
2,535
|
|
(1,607)
|
|
928
|
Balance as of June 30, 2021
|
Ps.
|
5,641
|
Ps.
|
(4,209)
|
Ps.
|
1,432
|
|
|
|
|
|
|
|
Description
|
|
Cost
|
|
Accumulated
|
|
Carrying
|
depreciation
|
amount
|
Office equipment and accessories
|
Ps.
|
920
|
Ps.
|
(688)
|
Ps.
|
232
|
Information technology equipment
|
|
2,188
|
|
(1,783)
|
|
405
|
Improvements in leaseholds properties (1)
|
|
2,535
|
|
(1,478)
|
|
1,057
|
Balance as of December 31, 2020
|
Ps.
|
5,643
|
Ps.
|
(3,949)
|
Ps.
|
1,694
|
|
(1)
|
This item corresponds to adjustments made to Gupo Aval’s offices
|
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
|
b.
|
Property and equipment by right of use
|
The Company adopted
IFRS 16 from January 1, 2019, the leases are recognized as a right-of-use asset and a liability on the date the asset is leased and available
for use by the Company. Right-of-use assets are depreciated on a straight-line basis through the end of the lease term.
The following is the
detail of the balance as of June 30, 2021 and December 31, 2020, by type of right-of-use property and equipment:
Right of use
|
|
|
Cost
|
|
Accumulated
|
|
Carrying
|
|
depreciation
|
amount
|
Banco de Occidente 22 and 23 floors (1)
|
|
Ps.
|
5,940
|
Ps.
|
(1,048)
|
Ps.
|
4,892
|
Balance as of June 30, 2021
|
|
Ps.
|
5,940
|
Ps.
|
(1,048)
|
Ps.
|
4,892
|
|
|
|
|
|
|
|
|
Right of use
|
|
|
Cost
|
|
Accumulated
|
|
Carrying
|
|
depreciation
|
amount
|
Banco de Occidente 22 and 23 floors (1)
|
|
Ps.
|
5,524
|
Ps.
|
(401)
|
Ps.
|
5,123
|
Balance as of December 31, 2020
|
|
Ps.
|
5,524
|
Ps.
|
(401)
|
Ps.
|
5,123
|
|
|
|
|
|
|
|
|
|
(1)
|
The Nominal interest rate to establish the Interest and Depreciation of the Right of Use on the date of
adoption of IFRS16, was established during 2020 at 0.58% per month. On January 4, 2021, a quotation and validation of rates was made and
a new nominal rate of 0.35% per month was established for the year 2021, generating a variation in the right of use due to a rate adjustment
of Ps.328.
|
On April 1, 2021, the lease fee for
the 22nd and 23rd floors of the Banco de Occidente Building were increased, due to the adjustment of the CPI 2020 of 1.61%, generating
a variation in the right of use due to an increase in the fee of Ps.88.
On September 01, 2020, the lease fee
of the 22nd and 23rd floors of the Banco de Occidente Building were increased by a CPI 2019 adjustment of 3.8%, generating a variation
in the right of use by increase of the fee of Ps.230.
(9)
Income taxes
Income tax expense is recognized based
on management's best estimate of both current and deferred income taxes.
The Company's effective tax rate in
respect of continuing operations for the six months ended June 30, 2021 was 1.54% and for the six months ended June 30, 2020 was 1.71%,
while for the three months ended June 30, 2021 and 2020 was 1.44% and 0.97% respectively.
The variation in the effective tax
rate of 0.17% on a semi-annual basis and 0.47% on a quarterly basis is not significant.
|
(10)
|
Obligations at amortized cost
|
The balances of
financial obligations as of June 30, 2021 and December 31, 2020:
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
December 31, 2021
|
Short term
|
|
|
|
|
Bank loans (1)
|
Ps.
|
102,073
|
Ps.
|
1,498
|
Leases (2)
|
|
1,322
|
|
1,146
|
|
|
103,395
|
|
2,644
|
Outstanding bonds (3)
|
|
5,870
|
|
5,579
|
Total short term
|
Ps.
|
109,265
|
Ps.
|
8,223
|
|
|
|
|
|
Long term
|
|
|
|
|
Bank loans (1)
|
Ps.
|
422,407
|
Ps.
|
522,406
|
Leases (2)
|
|
3,934
|
|
4,329
|
|
|
426,341
|
|
526,735
|
Outstanding bonds (3)
|
|
1,124,520
|
|
1,124,520
|
Total long term
|
|
1,550,861
|
|
1,651,255
|
Total Financial Obligations
|
Ps.
|
1,660,126
|
Ps.
|
1,659,478
|
|
|
|
|
|
|
(1)
|
Obligations acquired with Banco Bogotá S.A. for two years, with only one final principal payment:
|
Financial obligations - agreed interest rates
|
loans at:
|
IBR + 2.0 % quarterly compounded
|
IBR + 2.60 % quarterly compounded
|
amount:
|
Ps. 235,599
|
Ps. 286,807
|
|
·
|
During
the first quarter of 2021, Banco de Bogotá S.A. and Grupo Aval Acciones y Valores S.A., agreed to extend the term to two years
of the loans for Ps.132,199 and instead established as new maturity date the first quarter of 2023 and spread of 2.0%.
|
|
·
|
On April
26, May 24 and June 24, 2021, Banco de Bogotá S.A. and Grupo Aval Acciones y Valores S.A. signed a debt novation agreement generating
new loans for Ps.161,199, Ps.34,400 and Ps.40,000 maturing on April 26, May 24 and June 24, 2023, and spread of 2.0%.
|
|
·
|
During
the second half of 2020, Banco de Bogotá S.A. and Grupo Aval Acciones y Valores S.A., agreed to extend the term to two years of
loans for Ps.129,255 and instead established as new maturity date the second half of 2022 and spread of 2.60%.
|
|
·
|
On June
30, 2020, the Company acquired debt with Banco de Bogotá for Ps.100,000, a two-year obligation, with a single final principal
payment and a spread of 2.60%.
|
|
·
|
On July
8 and October 23, 2020, Banco de Bogotá S.A. and Grupo Aval Acciones y Valores S.A. signed a debt novation agreement generating
new loans for Ps.48,255 and Ps.27,052 with maturity on July 8 and October 23, 2022, respectively, and spread of 2.60%
|
|
(2)
|
Corresponds to the capital lease liability generated by the adoption of IFRS 16 of Ps.5,891 less amortization
of right of use of Ps.635.
|
|
·
|
The
Nominal interest rate to establish the Interest and Depreciation of the Right of Use on the date of adoption of IFRS16 was established
during 2020 at 0.58% per month. On January 4, 2021, the rates were quoted and validated, and a new nominal rate of 0.35% per month was
established for the year 2021, generating a variation in the right of use due to a rate adjustment of Ps.328.
|
|
·
|
On April
1, 2021, the lease fee for the 22nd and 23rd floors of the Banco de Occidente Building were increased, due to the adjustment of the CPI
2020 of 1.61%, generating a variation in the right of use due to an increase in the fee of Ps.88.
|
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
|
·
|
On September 01, 2020, the lease fee of the 22nd and 23rd floors of the Banco
de Occidente Building were increased by a CPI 2019 adjustment of 3.8%, generating a variation in the right of use by increase of the fee
of Ps.230.
|
|
(3)
|
On June 30, 2020, principal was paid on the sixth issue of Series A Bonds subseries A3 - 3 years ISIN:
COT29CB00120, maturing on June 28, 2020 for Ps.100,000.
|
The loans obtained by Grupo Aval with
its subsidiary Banco de Bogotá S.A. are secured by share guarantee contracts as follows:
Guarantees
on obligations as of June 30, 2021
|
Loan Value
|
|
Number of collateral shares
|
|
Issuer of the shares
|
Ps.
|
87,155
|
|
772,532,650
|
|
Banco Popular
|
|
397,579
|
|
7,500,785
|
|
Banco de Occidente (1)
|
|
37,672
|
|
1,593,570
|
|
Corficolombiana (1)
|
Ps.
|
522,406
|
|
781,627,005
|
|
|
|
(1)
|
On February 17, 2020, the pledge of Banco de Occidente and Corporación Financiera Colombiana for
2,253,505 and 1,188,036, respectively, for the obligations cancelled on November 18, 2019 for Ps.100,000, was lifted.
|
On June 30, 2020, a pledge agreement
on shares of Banco de Occidente S.A. and Corporación Financiera Colombiana for 1,900,000 and 1,593,570 shares was executed to cover
the obligation acquired for Ps.100,000.
The composition of principal and interest of the financial
obligations is as follows:
|
|
June 30, 2021
|
|
December 31, 2020
|
Obligation
|
|
Capital
|
|
Interests
|
|
Total
|
|
Capital
|
|
Interest
|
|
Total
|
Financial obligations
|
Ps.
|
522,406
|
|
2,074
|
|
524,480
|
Ps.
|
522,406
|
|
1,498
|
|
523,904
|
Bonds
|
|
1,124,520
|
|
5,870
|
|
1,130,390
|
|
1,124,520
|
|
5,579
|
|
1,130,099
|
Total
|
Ps.
|
1,646,926
|
|
7,944
|
|
1,654,870
|
Ps.
|
1,646,926
|
|
7,077
|
|
1,654,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The carrying value and fair value of
financial obligations at amortized cost (calculation methodology included in note 5 - Estimated fair values in the Financial obligations
and other liabilities section), are as follows:
|
|
Carrying value
|
|
Fair value
|
Balance of principal and interest
|
|
June 30, 2021
|
|
December 31, 2020
|
|
June 30, 2021
|
|
December 31, 2020
|
Bank loans
|
Ps.
|
524,480
|
Ps.
|
523,904
|
Ps.
|
528,598
|
Ps.
|
537,425
|
Outstanding bonds
|
|
1,130,390
|
|
1,130,099
|
|
1,116,197
|
|
1,234,899
|
Total
|
Ps.
|
1,654,870
|
Ps.
|
1,654,003
|
Ps.
|
1,644,795
|
Ps.
|
1,772,324
|
|
|
|
|
|
|
|
|
|
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
Maturities
of obligations as of June 30, 2021
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2026
|
|
2036
|
|
2039
|
|
2042
|
|
Total
|
Financial obligations (1)
|
Ps.
|
2,074
|
Ps.
|
286,807
|
Ps.
|
235,599
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
524,480
|
Bonds(1)
|
|
5,870
|
|
-
|
|
-
|
|
224,520
|
|
93,000
|
|
207,000
|
|
300,000
|
|
300,000
|
|
1,130,390
|
Total
|
Ps.
|
7,944
|
Ps.
|
286,807
|
Ps.
|
235,599
|
Ps.
|
224,520
|
Ps.
|
93,000
|
Ps.
|
207,000
|
Ps.
|
300,000
|
Ps.
|
300,000
|
Ps.
|
1,654,870
|
(1)
Include principal and interest.
Contractual maturities
are presented in accordance with Appendix B11C of IFRS 7.
Maturities
IFRS 16 to June 30, 2021
|
|
Less than 1 year
|
|
More than 1 and less than 3 years
|
|
Total
|
Leases
|
|
1,322
|
|
3,934
|
|
5,256
|
Total
|
Ps.
|
1,322
|
Ps.
|
3,934
|
Ps.
|
5,256
|
|
|
|
|
|
|
|
Currency
of financial obligations
|
|
June 30, 2021
|
|
December 31, 2020
|
Colombian pesos
|
Ps.
|
1,660,126
|
Ps.
|
1,659,478
|
Total
|
Ps.
|
1,660,126
|
Ps.
|
1,659,478
|
|
|
|
|
|
Annual
interest rates on financial obligations
|
|
June 30, 2021
|
|
|
Colombian pesos
|
|
|
Minimum rate
|
Maximum rate
|
Financial obligations
|
|
3.75%
|
4.71%
|
Bonds
|
|
5.35%
|
8.67%
|
|
|
|
|
|
|
December 31, 2020
|
|
|
Colombian pesos
|
|
|
Minimum rate
|
Maximum rate
|
Financial obligations
|
|
4.25%
|
7.07%
|
Bonds
|
|
5.50%
|
9.24%
|
The detail of debt bond liabilities at
June 30, 2021 and December 31, 2020 by issue date and maturity date is as follows:
Issuer
|
|
Issue Date
|
|
June 30,
2021
|
|
December 31, 2020
|
|
Expiration
Date
|
|
Interest Rate
|
Grupo Aval Acciones y Valores S.A (1)
|
|
dec-09
|
Ps.
|
124,520
|
Ps.
|
124,520
|
|
dic-24
|
|
IPC + 5.20%
|
|
nov-16
|
|
93,000
|
|
93,000
|
|
nov-26
|
|
IPC + 3.86%
|
|
|
207,000
|
|
207,000
|
|
nov-36
|
|
IPC + 4.15%
|
|
jun-17
|
|
300,000
|
|
300,000
|
|
jun-42
|
|
IPC + 3.99%
|
|
nov-19
|
|
100,000
|
|
100,000
|
|
nov-24
|
|
6.42%
|
|
|
300,000
|
|
300,000
|
|
nov-39
|
|
IPC + 3.69%
|
|
|
|
Ps.
|
1,124,520
|
Ps.
|
1,124,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
Under Colombian labor legislation, the
contracts signed with the Company's employees grant them rights to short-term benefits such as salaries, vacations, legal bonuses, severance
and severance interest, and there are no long-term benefits.
Likewise, according to Colombian regulations,
companies and their employees must make pension contributions to the defined contribution funds established by the general pension and
social security health system, in accordance with Law 100 of 1993. Therefore, the Company is not responsible for long-term pension benefits.
The following is the balance for employee
benefits as of June 30, 2021 and December 31, 2020:
|
|
June 30, 2021
|
|
December 31, 2020
|
Short-term benefits
|
Ps.
|
2,113
|
Ps.
|
2,208
|
|
|
|
|
|
|
(12)
|
Accounts payable and other liabilities
|
Accounts payable and other liabilities
comprise the following items as of June 30, 2021 and December 31, 2020:
|
|
June 30, 2021
|
|
December 31, 2020
|
Dividends payable
|
Ps.
|
1,002,288
|
Ps.
|
432,089
|
Suppliers
|
|
38
|
|
698
|
Withholdings and other labor contributions
|
|
880
|
|
860
|
Commissions and fees
|
|
1,352
|
|
1,279
|
Leases
|
|
-
|
|
15
|
Other accounts payable
|
|
175
|
|
278
|
|
|
1,004,733
|
|
435,219
|
Taxes(1)
|
|
21,427
|
|
26,990
|
Other non-financial liabilities
|
|
1,214
|
|
1,214
|
Total Other Liabilities
|
Ps.
|
1,027,374
|
Ps.
|
463,423
|
Dividends payable
|
|
|
|
|
|
|
June 30, 2021
|
|
December 31, 2020
|
VAT tax
|
Ps.
|
8,523
|
Ps.
|
8,201
|
Income tax
|
|
4,857
|
|
13,290
|
Withholding tax
|
|
1,718
|
|
1,874
|
VAT withholdings
|
|
121
|
|
156
|
Industry and Commerce withholdings
|
|
10
|
|
8
|
Industry and commerce tax
|
|
6,198
|
|
3,461
|
Total Taxes
|
Ps.
|
21,427
|
Ps.
|
26,990
|
|
|
|
|
|
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
|
(13)
|
Shareholder’s equity
|
Mandatory and voluntary reserves are
determined during Shareholders' Meetings. The following is a detail of retained earnings (losses) as of June 30, 2021 and December 31,
2020:
Retained earnings
|
|
June 30, 2021
|
|
December 31, 2020
|
|
|
|
|
Legal reserves
|
Ps.
|
11,140
|
Ps.
|
11,140
|
Occasional reserve at the disposal of the General Meeting of Shareholders
|
|
10,706,543
|
|
9,510,717
|
|
|
10,717,683
|
|
9,521,857
|
|
|
|
|
|
Earnings from first-time adoption
|
|
256,878
|
|
256,878
|
Impact of changes in accounting policies (1)
|
|
(431,200)
|
|
(431,200)
|
Withholding tax on dividends (2)
|
|
(24,208)
|
|
(23,093)
|
|
Ps.
|
10,519,153
|
Ps.
|
9,324,442
|
|
|
|
|
|
|
(1)
|
Grupo Aval Acciones y Valores S.A. adopted IFRS 16 on January 1, 2019 and IFRS 9 and IFRS 15 on January
1, 2018.
|
|
(2)
|
In accordance with paragraph 65A of IAS 12, which establishes that the value of withholding tax on dividends
has been recognized in equity for (Ps.24,208), of which (Ps.21,694) corresponds to the participation (MPP) in the withholding tax recognized
by the entities where Grupo Aval has control and (Ps.2,514) corresponds to the net between the withholding tax transferred by its subsidiaries
to Grupo Aval for (Ps.6,384) and the withholding tax transferred by Grupo Aval to its shareholders for Ps.3,870. ) correspond to the net
between the withholding transferred by its subsidiaries to Grupo Aval for (Ps.6,384) and the withholding transferred by Grupo Aval to
its shareholders for Ps.3,870, in accordance with the provisions of Art.242-1 ET, as amended by Law 1943 of 2018.
|
Declared
dividends
Dividends are declared and paid to shareholders based on
the occasional reserves available to the highest corporate body. Beginning in 2017, the Company performs an annual accounting review.
Dividends declared were as follows for the results of the years ended December 31, 2020 and 2019:
|
|
December 31,
2020
|
|
December 31,
2019
|
Unconsolidated net income for the year
|
Ps.
|
2,399,001
|
Ps.
|
3,031,238
|
Dividends paid in cash
|
|
At the meeting held in March 2021, Ps. 54.00 per share was declared payable in twelve installments of Ps. 4.50 per share, from April 2021 to March 2022.
|
|
At the meeting held in March 2020, Ps. 60.00 per share was declared payable in twelve installments of Ps. 5.00 per share, from April 2020 to March 2021.
|
Outstanding common shares
|
|
15,130,764,982
|
|
15,135,161,111
|
Outstanding preferred shares
|
|
7,150,252,177
|
|
7,145,856,048
|
Total shares outstanding
|
|
22,281,017,159
|
|
22,281,017,159
|
|
|
|
|
|
Total declared dividends
|
Ps.
|
1,203,175
|
Ps.
|
1,336,861
|
|
|
|
|
|
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
Adjustments
in the first-time application of IFRS
The company recognized the net positive
differences that are generated when supervised institutions adopt for the first time IFRS in 2015. The net positive differences that are
generated when supervised institutions adopt IFRS for the first time may not be distributed to cover losses, nor may they be capitalized,
distributed as profits/ dividends, or recognized as reserves. They may be used only when effectively realized with third parties, other
than related parties, and in accordance with IFRS principles
Net positive differences generated
when adopting IFRS for the first time may not be used to comply with prudent requirements on regulatory capital, which is the minimum
amount required to operate, depending on the nature of each institution supervised by the Financial Superintendence of Colombia. If the
first-time adoption of IFRS generates net negative differences, they will be deducted from regulatory capital
Other
shares in equity
The equity method as of June 30, 2021
and December 31, 2020 is detailed below:
|
|
June 30,
2021
|
|
December 31,
2020
|
Surplus equity method
|
|
|
|
|
Banco de Bogotá S.A.
|
Ps.
|
1,289,654
|
Ps.
|
811,978
|
Banco de Occidente S.A.
|
|
(57,933)
|
|
11,840
|
Banco Popular S.A.
|
|
(50,968)
|
|
(3,531)
|
Banco Comercial AV Villas S.A.
|
|
(87,053)
|
|
(22,979)
|
Corporación Financiera Colombiana S.A.
|
|
45,482
|
|
56,919
|
Sociedad Administradora de Fondos de Pensiones y Cesantías Porvenir S.A.
|
|
(6,463)
|
|
(3,164)
|
Grupo Aval Limited
|
|
(139,447)
|
|
(88,997)
|
Total
|
Ps.
|
993,272
|
Ps.
|
762,066
|
|
|
|
|
|
|
|
|
|
|
Capital
management
The Company at an individual level is
not subject to any minimum equity requirement for the development of its operations; therefore, the management of the Company's capital
is oriented to satisfy the minimum capital requirements of the subsidiary financial institutions in accordance with the parameters established
in the Colombian legislation, in such a way that the Company may maintain and even increase its participation in the equity of such entities.
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
(14)
Contingencies
a.
Commitments
|
1.
|
As of June 30, 2021, the loans obtained by the Company with its subsidiary Banco de Bogotá S.A.
are guarantee with 7,500,785 shares of Banco de Occidente S.A., 772,532,650 shares of Banco Popular, and 1,593,570 shares of Corficolombiana.
|
|
2.
|
The Company guarantees irrevocably and unconditionally Grupo Aval Limited’s (144A / Reg S) 2022
(USD 1.0 billion) bonds and Grupo Aval Limited’s (144A / Reg S) 2030 (USD 1.0 billion) bonds under its respective indentures, as
detailed:
|
|
·
|
On September 2012, the Company issued Senior Notes
for a total value of US $ 1 billion, the notes will mature on September 2022, with a coupon of 4.75%, a deduction of 39.3 basis points,
price of 99.61%.
|
|
·
|
On February 2020, the Company issued Senior Notes
for a total value of US $ 1 billion, the Notes will mature on February 2030, with a coupon of 4.375%, a deduction of 56.8 basis points,
price of 99.43%.
|
Investigation
by the Superintendency of Industry and Commerce in relation to the Ruta del Sol Sector 2 Project
Through Resolution No. 67837 of September
13, 2018, the Deputy Superintendent for the Protection of Free-Competition (“Antitrust Division”) of the Superintendency of
Industry and Commerce (“SIC”) ordered the opening of an investigation and formulation of charges against a number of entities
that had participated in the Ruta del Sol Sector 2 project, and related individuals. This included Grupo Aval Acciones y Valores S.A.
(“Grupo Aval”), its subsidiary, Corporación Financiera Colombiana S.A. (“Corficolombiana”), Estudios y
Proyectos del Sol S.A.S. (“Episol"), a company 100% owned by Corficolombiana, and Concesionaria Ruta del Sol S.A.S (“CRDS”),
the company that was awarded the project and in which Episol holds a 33% non-controlling interest, as well as charges against certain
officers of Grupo Aval and Corficolombiana.
The Antitrust Division’s charges
were based on an alleged violation of the Colombian legal regime of free economic competition that occurred in the bidding process of
the Ruta del Sol Sector 2 project.
In October 2018, Grupo Aval, Corficolombiana
and Episol, as well as the charged officers, submitted their defense accompanied by documentary evidence and requests for additional evidentiary
proceedings. On July 23, 2020, the Antitrust Division released a report ("Informe Motivado”) with a recommendation to the Superintendent
of Industry and Commerce: (i) to dismiss the charge N° 2 related to the alleged conflict of interest with respect to all parties charged—including
Grupo Aval and its officers, Corficolombiana and its officers, and Episol—based on the applicable statute of limitations, and (ii)
to impose fines on all the investigated entities and individuals with respect to charge N° 1 of “payment of a bribe”—including,
Corficolombiana, Corficolombiana’s former President José Elías Melo Acosta, and Episol—arguing, in the case
of Corficolombiana and Episol, an alleged knowledge by José Elías Melo Acosta of the conduct confessed by Odebrecht.
On December 28, 2020, the Superintendent
of Industry and Commerce issued Resolution No. 82510 of 2020, consistent with the recommendations in the Informe Motivado. The Superintendent
decided to close the investigation with respect to all parties charged with the alleged “conflict of interest”, including
Grupo Aval, Corficolombiana and their and officers and Mr. Melo Acosta
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
For Charge N° 1, the Superintendent
decided to impose fines on all the investigated entities and individuals. Corficolombiana and Episol were fined Ps. 55,565 and Ps. 33,827,
respectively. Former Corficolombiana’s President, José Elías Melo Acosta, was also fined Ps. 394.
On January 28, 2021, Corficolombiana
and Episol filed an appeal against Resolution No. 82510 of 2020 before the Superintendent, seeking reconsideration of its decision to
fine them in connection with Charge N° 1, appeal that was resolved on May 20, by Resolution 30343 of 2021 confirming Resolution No.
82510 of 2020. Payment of these fines will have an impact of Ps. 35,739 in the attributable net income of Grupo Aval. Notwithstanding
the foregoing, Corficolombiana and Episol may then appeal the Superintendent’s final decision before Colombia’s administrative
courts.
In relation to the Class Action before
the Administrative Tribune of Cundinamarca connection with the Ruta del Sol Sector 2 Project and the Investigations by United States authorities,
do not show changes with respect to what was disclosed as of December 31, 2020.
Below is a detail of the operating income
for the three-month and six-month periods ended June 30, 2021 and 2020:
|
|
For the three-month periods ended June 30
|
|
For the six-month periods ended June 30
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Operating income
|
|
|
|
|
|
|
|
|
Equity method income (1)
|
Ps.
|
927,516
|
|
335,221
|
Ps.
|
1,707,436
|
|
1,037,420
|
Equity method income from associates (2)
|
|
99
|
|
568
|
|
157
|
|
529
|
Other revenues from ordinary activities
|
|
|
|
|
|
|
|
|
Interest income
|
|
705
|
|
617
|
|
1,443
|
|
1,199
|
Financial income
|
|
-
|
|
-
|
|
-
|
|
14
|
Commissions and fees
|
|
70,731
|
|
70,731
|
|
141,462
|
|
141,462
|
Other
|
|
-
|
|
1,340
|
|
862
|
|
1,340
|
Indemnities
|
|
-
|
|
-
|
|
2
|
|
-
|
Total other revenue
|
|
71,436
|
|
72.688
|
|
143,769
|
|
144,015
|
Total operating revenue
|
Ps.
|
999,051
|
|
408.477
|
Ps.
|
1,851,362
|
|
1,181,964
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Investments in entities where the Company has control are Banco de Bogotá S.A., Banco de Occidente
S.A., Banco Comercial AV Villas S.A., Banco Popular S.A., Corporación Financiera Colombiana S.A., Grupo Aval Limited, Sociedad
Administradora de Fondos de Pensiones y Cesantías Porvenir S.A., these are called “Investments in subsidiaries” and
are accounted by the equity method in accordance with IAS 28.
|
|
(2)
|
Corresponds to the associated company ADL Digital Lab S.A.S. and is accounted by the equity method in
accordance with IAS 28.
|
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
Calculation of the Equity Method
Income
The following is the basis to calculate
the equity method for the quarters and semesters ended June 30, 2021 and 2020:
|
For the three-months periods ended
|
|
Participation percentage
|
|
Net income for the calculation
|
|
Equity method income
|
of equity method income
|
|
June 30, 2021
|
|
June 30, 2020
|
|
June 30, 2021
|
|
June 30, 2020
|
|
June 30, 2021
|
|
June 30, 2020
|
Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
Banco de Bogotá S.A.
|
68.74%
|
|
68.74%
|
Ps.
|
858,544
|
Ps.
|
441,467
|
Ps.
|
590,133
|
Ps.
|
303,449
|
Banco de Occidente S.A.
|
72.27%
|
|
72.27%
|
|
148,942
|
|
10,096
|
|
107,642
|
|
7,297
|
Banco Comercial AV Villas S.A.
|
79.86%
|
|
79.86%
|
|
65,409
|
|
11,137
|
|
52,233
|
|
8,894
|
Banco Popular S.A.
|
93.74%
|
|
93.74%
|
|
93,301
|
|
4,689
|
|
87,463
|
|
4,395
|
Corporación Financiera Colombiana S.A.
|
8.50%
|
|
8.21%
|
|
538,718
|
|
195,338
|
|
45,638
|
|
16,044
|
Sociedad Administradora de Fondos de Pensiones y Cesantías Porvenir S.A.
|
20.00%
|
|
20.00%
|
|
187,582
|
|
120,866
|
|
37,517
|
|
24,174
|
Grupo Aval Limited
|
100.00%
|
|
100.00%
|
|
6,890
|
|
(29,032)
|
|
6,890
|
|
(29,032)
|
Total Subsidiaries
|
|
|
|
Ps.
|
1,899,386
|
Ps.
|
754,561
|
Ps.
|
927,516
|
Ps.
|
335,221
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates
|
|
|
|
|
|
|
|
|
|
|
|
ADL Digital LAB S.A.S.
|
34.00%
|
|
34.00%
|
|
290
|
|
1,669
|
|
99
|
|
568
|
Total Associates
|
|
|
|
Ps.
|
290
|
Ps.
|
1,669
|
Ps.
|
99
|
Ps.
|
568
|
Total permanent investments
|
|
|
|
Ps.
|
1,899,676
|
Ps.
|
756,230
|
Ps.
|
927,615
|
Ps.
|
335,789
|
|
For the six-months periods ended
|
|
Participation percentage
|
|
Net income for the calculation
|
|
Equity method income
|
of equity method income
|
|
June 30, 2021
|
|
June 30, 2020
|
|
June 30, 2021
|
|
June 30, 2020
|
|
June 30, 2021
|
|
June 30, 2020
|
Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
Banco de Bogotá S.A.
|
68.74%
|
|
68.74%
|
Ps.
|
1,580,246
|
Ps.
|
1,176,700
|
Ps.
|
1,086,205
|
Ps.
|
808,822
|
Banco de Occidente S.A.
|
72.27%
|
|
72.27%
|
|
267,965
|
|
111,122
|
|
193,663
|
|
80,309
|
Banco Comercial AV Villas S.A.
|
79.86%
|
|
79.86%
|
|
107,512
|
|
46,562
|
|
85,854
|
|
37,183
|
Banco Popular S.A.
|
93.74%
|
|
93.74%
|
|
194,253
|
|
87,763
|
|
182,098
|
|
82,271
|
Corporación Financiera Colombiana S.A.
|
8.50%
|
|
8.21%
|
|
1,064,965
|
|
627,690
|
|
89,923
|
|
51,558
|
Sociedad Administradora de Fondos de Pensiones y Cesantías Porvenir S.A.
|
20.00%
|
|
20.00%
|
|
301,043
|
|
157,769
|
|
60,210
|
|
31,555
|
Grupo Aval Limited
|
100.00%
|
|
100.00%
|
|
9,483
|
|
(54,278)
|
|
9,483
|
|
(54,278)
|
Total Subsidiaries
|
|
|
|
Ps.
|
3,525,467
|
Ps.
|
2,153,328
|
Ps.
|
1,707,436
|
Ps.
|
1,037,420
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates
|
|
|
|
|
|
|
|
|
|
|
|
ADL Digital LAB S.A.S.
|
34.00%
|
|
34.00%
|
|
463
|
|
1,555
|
|
157
|
|
529
|
Total Associates
|
|
|
|
Ps.
|
463
|
Ps.
|
1,555
|
Ps.
|
157
|
Ps.
|
529
|
Total permanent investments
|
|
|
|
Ps.
|
3,525,930
|
Ps.
|
2,154,883
|
Ps.
|
1,707,593
|
Ps.
|
1,037,949
|
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
|
(16)
|
Administrative and Financial Expenses
|
Below is a detail of the administrative
and financial expenses for the three-month and six-month periods ended June 30, 2021 and 2020:
|
|
For the three-month periods ended June 30
|
|
For the six-month periods ended June 30
|
|
|
2021
|
|
2020
|
|
2020
|
|
2021
|
Administrative expenses
|
|
|
|
|
|
|
|
|
Personnel expenses
|
Ps.
|
8,213
|
|
7,721
|
Ps,
|
16,262
|
|
15,624
|
Fees
|
|
3,570
|
|
2,905
|
|
8,340
|
|
6,624
|
Taxes:
|
|
|
|
|
|
|
|
|
Industry and trade tax
|
|
4,407
|
|
5,206
|
|
9,659
|
|
10,219
|
Financial transactions
|
|
1,378
|
|
1,902
|
|
2,894
|
|
3,493
|
Commissions for sales
|
|
273
|
|
215
|
|
392
|
|
415
|
Contributions and affiliations
|
|
140
|
|
135
|
|
613
|
|
612
|
Leases (Rent)
|
|
4
|
|
23
|
|
8
|
|
39
|
Services
|
|
259
|
|
267
|
|
421
|
|
488
|
Depreciation of PPE
|
|
448
|
|
439
|
|
909
|
|
873
|
Amortization
|
|
3
|
|
19
|
|
7
|
|
42
|
Maintenance and adequation
|
|
96
|
|
105
|
|
163
|
|
169
|
Travel expenses
|
|
-
|
|
-
|
|
-
|
|
1
|
Other administrative
|
|
158
|
|
23
|
|
286
|
|
116
|
Total administrative expenses
|
|
18,949
|
|
18,960
|
|
39,954
|
|
38,715
|
|
|
|
|
|
|
|
|
|
Other expenses
|
|
|
|
|
|
|
|
|
Other expenses
|
|
108
|
|
3
|
|
119
|
|
3
|
Total other expenses
|
|
108
|
|
3
|
|
119
|
|
3
|
|
|
|
|
|
|
|
|
|
Gains (losses) from exchange differences
|
|
|
|
|
|
|
|
|
Gains from exchange differences
|
|
8
|
|
40
|
|
13
|
|
40
|
Losses from exchange differences
|
|
(14)
|
|
(36)
|
|
(29)
|
|
(81)
|
Foreign Exchange gains (losses), net
|
Ps.
|
(6)
|
|
4
|
Ps,
|
(16)
|
|
(41)
|
|
|
|
|
|
|
|
|
|
Financial expenses
|
|
|
|
|
|
|
|
|
Banking services
|
Ps.
|
2
|
|
-
|
Ps,
|
3
|
|
1
|
Expenses from commissions
|
|
57
|
|
143
|
|
114
|
|
271
|
|
|
59
|
|
143
|
|
117
|
|
272
|
|
|
|
|
|
|
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
Bonds issued
|
|
16,434
|
|
22,445
|
|
32,208
|
|
45,153
|
Borrowings from Banks and others
|
|
5,414
|
|
6,486
|
|
10,924
|
|
13,511
|
From lease liabilities (IFRS 16)
|
|
58
|
|
116
|
|
118
|
|
232
|
Total Interest
|
|
21,906
|
|
29,047
|
|
43,250
|
|
58,896
|
Total financial expenses
|
Ps.
|
21,965
|
|
29,190
|
Ps,
|
43,367
|
|
59,168
|
|
|
|
|
|
|
|
|
|
GRUPO AVAL ACCIONES Y VALORES S.A.
|
Notes to the Separate Financial Statements
|
(Stated in millions of Colombian pesos, except net income per share and outstanding shares)
|
|
|
|
|
|
|
Under IAS 24, a related party is a person
or an entity that is related to the reporting entity if that person has control, joint control, or significant influence over the entity
or is a member of its key management personnel The definition of related party includes individuals and/or family members related to the
entity, entities that are members of the same group (parent and subsidiary), associates or joint ventures of the entity or group entities,
and post-employment benefit plans for the benefit of employees of the reporting entity or a related entity.
The related parties’ guidelines that the Company applies
are the following:
1.
Individuals who exercise control or joint control, i.e., who own more than a 50% interest in Grupo Aval; additionally, includes close
relatives who could be expected to influence or be influenced by that person.
2.
Individuals who are key members of the management and have authority and responsibility of plan, direct, control the entity’s
activities, members of Board of Directors, President and Vice-presidents and Senior Management from Grupo Aval; as well as includes close
relatives who could be expected to influence or be influenced by that person.
3.
Companies that are part of the same group, includes the controlling company, subsidiaries, and other subsidiaries from the same controlling
company of Grupo Aval.
4.
Associates and joint Ventures from which the company has significant influence, (which is generally considered when the Company has
between 20% and 50% share of capital).
|
5.
|
This category includes entities that are controlled by the individuals included
in items 1 and 2.
|
6.
This item includes entities in which the individual included in item 1 and 2 exercise significant influence.
GRUPO AVAL ACCIONES Y
VALORES S. A.
Notes to the Separate Financial Statements
(Expressed in millions of pesos, except net earning per share and outstanding
shares)
Balances as of June 30, 2021 and December 31, 2020
with related parties, are detailed in the following tables:
June 30, 2021
|
Categories
|
|
1
|
|
2
|
|
3
|
|
4
|
|
5
|
|
6
|
**
|
|
Individuals
with
control
over Grupo
Aval
|
|
Key management personnel
|
|
Companies that are part of the same group
|
|
Associates and joint ventures
|
|
Entities controlled by individuals included in categories 1 and 2
|
|
Entities with significant influence by individuals included in categories 1 and 2
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
168,966
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
-
|
Financial assets in investments
|
|
-
|
|
-
|
|
23,542,514
|
|
2,086
|
|
-
|
|
-
|
Accounts receivable
|
|
-
|
|
-
|
|
857,906
|
|
-
|
|
-
|
|
-
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payables
|
|
59
|
|
217
|
|
33
|
|
-
|
|
770,491
|
|
-
|
Financial obligations
|
|
-
|
|
20
|
|
524,946
|
|
-
|
|
30,018
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
Categories
|
|
1
|
|
2
|
|
3
|
|
4
|
|
5
|
|
6
|
**
|
|
Individuals
with
control
over Grupo
Aval
|
|
Key management personnel
|
|
Companies that are part of the same group
|
|
Associates and joint ventures
|
|
Entities controlled by individuals included in categories 1 and 2
|
|
Entities with significant influence by individuals included in categories 1 and 2
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
130,349
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
-
|
Financial assets in investments
|
|
-
|
|
-
|
|
22,759,116
|
|
1,929
|
|
-
|
|
-
|
Accounts receivable
|
|
-
|
|
-
|
|
343,604
|
|
-
|
|
-
|
|
-
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payables
|
|
21
|
|
62
|
|
23
|
|
-
|
|
316,288
|
|
10
|
Financial obligations
|
|
-
|
|
20
|
|
524,370
|
|
-
|
|
30,018
|
|
-
|
GRUPO AVAL ACCIONES Y
VALORES S. A.
Notes to the Separate Financial Statements
(Expressed in millions of pesos, except net earning per share and outstanding
shares)
Transactions for the three- months ended June 30,
2021 and June 30, 2020 with related parties comprise:
a. Sales of goods, services and transfers
For the three - months ended June 30, 2021
|
Categories
|
|
1
|
|
2
|
|
3
|
|
4
|
|
5
|
|
6
|
**
|
|
Individuals
with
control
over Grupo
Aval
|
|
Key management personnel
|
|
Companies that are part of the same group
|
|
Associates and joint ventures
|
|
Entities controlled by individuals included in categories 1 and 2
|
|
Entities with significant influence by individuals included in categories 1 and 2
|
Interest Income
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
704
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
-
|
Financial expenses
|
|
-
|
|
-
|
|
5,420
|
|
-
|
|
416
|
|
-
|
Fee income and commissions
|
|
-
|
|
-
|
|
70,731
|
|
-
|
|
-
|
|
-
|
Fee expenses and commissions
|
|
-
|
|
211
|
|
59
|
|
-
|
|
-
|
|
30
|
Operating expenses
|
|
-
|
|
-
|
|
-
|
|
-
|
|
379
|
|
-
|
Other expenses
|
|
-
|
|
-
|
|
53
|
|
-
|
|
58
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three - months ended June 30, 2020
|
Categories
|
|
1
|
|
2
|
|
3
|
|
4
|
|
5
|
|
6
|
**
|
|
Individuals
with
control
over Grupo
Aval
|
|
Key management personnel
|
|
Companies that are part of the same group
|
|
Associates and joint ventures
|
|
Entities controlled by individuals included in categories 1 and 2
|
|
Entities with significant influence by individuals included in categories 1 and 2
|
Interest Income
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
617
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
-
|
Financial expenses
|
|
-
|
|
-
|
|
6,573
|
|
-
|
|
1,761
|
|
-
|
Fee income and commissions
|
|
-
|
|
-
|
|
70,731
|
|
-
|
|
-
|
|
-
|
Fee expenses and commissions
|
|
-
|
|
244
|
|
58
|
|
-
|
|
-
|
|
30
|
Operating expenses
|
|
-
|
|
-
|
|
42
|
|
-
|
|
373
|
|
-
|
Other expenses
|
|
-
|
|
-
|
|
13
|
|
-
|
|
15
|
|
-
|
GRUPO AVAL ACCIONES Y
VALORES S. A.
Notes to the Separate Financial Statements
(Expressed in millions of pesos, except net earning per share and outstanding
shares)
Transactions for the six- months ended June 30,
2021 and June 30, 2020 with related parties comprise:
a. Sales of goods, services, and transfers
For the six - months ended June 30, 2021
|
Categories
|
|
1
|
|
2
|
|
3
|
|
4
|
|
5
|
|
6
|
**
|
|
Individuals
with
control
over Grupo
Aval
|
|
Key management personnel
|
|
Companies that are part of the same group
|
|
Associates and joint ventures
|
|
Entities controlled by individuals included in categories 1 and 2
|
|
Entities with significant influence by individuals included in categories 1 and 2
|
Interest Income
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
1,443
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
-
|
Financial expenses
|
|
-
|
|
1
|
|
10,936
|
|
-
|
|
818
|
|
-
|
Fee income and commissions
|
|
-
|
|
-
|
|
141,462
|
|
-
|
|
-
|
|
-
|
Fee expenses and commissions
|
|
-
|
|
426
|
|
117
|
|
-
|
|
-
|
|
250
|
Operating expenses
|
|
-
|
|
-
|
|
-
|
|
-
|
|
753
|
|
-
|
Other expenses
|
|
-
|
|
-
|
|
58
|
|
-
|
|
81
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six - months ended June 30, 20210
|
Categories
|
|
1
|
|
2
|
|
3
|
|
4
|
|
5
|
|
6
|
**
|
|
Individuals
with
control
over Grupo
Aval
|
|
Key management personnel
|
|
Companies that are part of the same group
|
|
Associates and joint ventures
|
|
Entities controlled by individuals included in categories 1 and 2
|
|
Entities with significant influence by individuals included in categories 1 and 2
|
Interest Income
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
1,199
|
Ps.
|
-
|
Ps.
|
-
|
Ps.
|
-
|
Financial expenses
|
|
-
|
|
1
|
|
13,683
|
|
-
|
|
2,334
|
|
-
|
Fee income and commissions
|
|
-
|
|
-
|
|
141,462
|
|
-
|
|
-
|
|
-
|
Fee expenses and commissions
|
|
-
|
|
409
|
|
118
|
|
-
|
|
135
|
|
70
|
Operating expenses
|
|
-
|
|
-
|
|
77
|
|
-
|
|
733
|
|
-
|
Other expenses
|
|
-
|
|
-
|
|
25
|
|
-
|
|
38
|
|
-
|
GRUPO AVAL ACCIONES Y
VALORES S. A.
Notes to the Separate Financial Statements
(Expressed in millions of pesos, except net earning per share and outstanding
shares)
Compensation of key management personnel
The compensation received by the key
personnel of the management comprises the following:
|
|
Three-months ended in
|
|
Six-months ended in
|
|
|
June 30, 2021
|
|
June 30, 2020
|
|
June 30, 2021
|
|
June 30, 2020
|
Salaries
|
Ps.
|
3,347
|
|
2,974
|
Ps.
|
6,343
|
|
5,779
|
Short term benefits for employees
|
|
500
|
|
431
|
|
932
|
|
837
|
Total
|
Ps.
|
3,847
|
|
3,405
|
Ps.
|
7,275
|
|
6,616
|
|
|
|
|
|
|
|
|
|
The compensation received by the key
personnel of the management includes salaries, vacations, severance, and payroll tax contributions to the Colombian Government designated
agencies.
Key personnel have not received long
term benefits.
There were no
events occurred after the period ended on June 30, 2021and up until the date when the financial statements were approved that need to
be disclosed
This translation from the original spanish
version is provided for convenience purpose only. No representation is made as to the accuracy of this document and the company does
not assume any liability based upon it.
GRUPO AVAL ACCIONES Y VALORES S.A.
PROFORMA FINANCIAL INFORMATION
NOTES TO THE SEPARATE PRO FORMA FINANCIAL STATEMENTS
AS OF JUNE 30, 2021
(Stated in millions of Colombian pesos)
|
|
Reported balances
|
|
Transaction effect (1)
|
|
Proforma balances
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
Ps.
|
1,026,981
|
Ps.
|
-
|
Ps.
|
1,026,981
|
Total current assets
|
Ps.
|
1,026,981
|
Ps.
|
-
|
Ps.
|
1,026,981
|
|
|
|
|
|
|
|
Non-current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in subsidiaries and associates
|
|
23,544,600
|
|
(6,237,618)
|
|
17,306,982
|
Property and equipment
|
|
6,324
|
|
-
|
|
6,324
|
Deferred tax assets
|
|
107
|
|
-
|
|
107
|
Total non-current Assets
|
|
23,551,031
|
|
(6,237,618)
|
|
17,313,413
|
Total assets
|
Ps.
|
24,578,012
|
Ps.
|
(6,237,618)
|
Ps.
|
18,340,394
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Accounts payable
|
|
1,004,733
|
|
-
|
|
1,004,733
|
Other non-financial liabilities
|
|
134,019
|
|
-
|
|
134,019
|
Total current liabilities
|
|
1,138,752
|
Ps.
|
-
|
Ps.
|
1,138,752
|
|
|
|
|
|
|
|
Long-term liabilities
|
|
|
|
|
|
|
Borrowings at amortized cost, non current
|
|
426,341
|
|
-
|
|
426,341
|
Outstanding bonds, non current
|
|
1,124,520
|
|
-
|
|
1,124,520
|
Total long-term liabilities
|
|
1,550,861
|
|
-
|
|
1,550,861
|
Total liabilities
|
|
2,689,613
|
Ps.
|
-
|
Ps.
|
2,689,613
|
|
|
|
|
|
|
|
Shareholders' equity
|
|
|
|
|
|
|
Subscribed and paid capital
|
|
22,281
|
|
-
|
|
22,281
|
Additional Paid-in capital
|
|
8,612,936
|
|
-
|
|
8,612,936
|
Retained earnings
|
|
10,519,153
|
|
(6,607,990)
|
|
3,911,163
|
Net income
|
|
1,740,757
|
|
1,022,112
|
|
2,762,869
|
Other equity accounts
|
|
993,272
|
|
(651,740)
|
|
341,532
|
Total shareholders' equity
|
Ps.
|
21,888,399
|
Ps.
|
(6,237,618)
|
Ps.
|
15,650,781
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity
|
Ps.
|
24,578,012
|
Ps.
|
(6,237,618)
|
Ps.
|
18,340,394
|
(1) See notes 1 and 3
The attached notes are an integral part of the
proforma financial information.
This translation from the original spanish
version is provided for convenience purpose only. No representation is made as to the accuracy of this document and the company does
not assume any liability based upon it.
GRUPO AVAL ACCIONES Y VALORES S.A.
PROFORMA FINANCIAL INFORMATION
NOTES TO THE SEPARATE PRO FORMA FINANCIAL STATEMENTS
AS OF JUNE 30, 2021
(Stated in millions of Colombian pesos)
|
|
|
Reported balances
|
|
Transaction effect (1)
|
|
Proforma balances
|
Operating revenue
|
|
|
|
|
|
|
|
Equity method income, net(2)
|
Ps.
|
|
1,707,593
|
|
619,654
|
|
2,327,247
|
Other revenue from ordinary activities
|
|
|
143,769
|
|
-
|
|
143,769
|
Total operating revenue
|
|
|
1,851,362
|
|
619,654
|
|
2,471,016
|
|
|
|
|
|
|
|
|
Expenses, net
|
|
|
|
|
|
|
|
Administrative expenses
|
|
|
(39,954)
|
|
-
|
|
(39,954)
|
Other expenses
|
|
|
(119)
|
|
-
|
|
(119)
|
Losses from exchange differences
|
|
|
(16)
|
|
-
|
|
(16)
|
Operating income
|
|
|
1,811,273
|
|
619,654
|
|
2,430,927
|
|
|
|
|
|
|
|
|
Financial expenses
|
|
|
(43,367)
|
|
-
|
|
(43,367)
|
|
|
|
|
|
|
|
|
Earnings before taxes
|
Ps.
|
|
1,767,906
|
|
619,654
|
|
2,387,560
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
(27,149)
|
|
-
|
|
(27,149)
|
|
|
|
|
|
|
|
|
Net Income
|
Ps.
|
|
1,740,757
|
|
619,654
|
|
2,360,411
|
Net income from discontinued operations
|
|
|
-
|
|
402,458
|
|
402,458
|
Net Earnings per Share
|
Ps.
|
|
1,740,757
|
|
1,022,112
|
|
2,762,869
|
(1) See note 1 and 3
(2) The Transaction effect column includes Ps.
(402,458) resulting from the discontinued operation and the deconsolidation gain of Ps. 1,022,112.
The attached notes are an integral part of the
proforma financial information.
This translation from the original spanish
version is provided for convenience purpose only. No representation is made as to the accuracy of this document and the company does
not assume any liability based upon it.
GRUPO AVAL ACCIONES Y VALORES S.A.
PROFORMA FINANCIAL INFORMATION
NOTES TO THE SEPARATE PRO FORMA FINANCIAL STATEMENTS
AS OF JUNE 30, 2021
(Stated in millions of Colombian pesos)
NOTE
1. TRANSACTIONS’ DESCRIPTION
The separate proforma financial information of
Grupo Aval (hereinafter "the Group") has been prepared to provide the effect of the following transaction:
|
(i)
|
Spin-off of BHI at the Grupo Aval level: Grupo Aval will carry out the spin-off of the direct participation
of approximately 51.5% in BAC Holding in favor of Grupo Aval’s shareholders, resulting from the spin-off of the 75% of Banco de
Bogotá's stake in BAC Holding as described below:
|
BdeB will carry out a spin-off through
which it will transfer the ownership of fifty-eight million eighty-two thousand three hundred twenty-six (58,082,326) shares issued by
BAC Holding International Corp. owned by Banco de Bogotá, representing 75.00000032281765% of the total capital of BAC Holding International
Corp. (the "Business Unit") to the shareholders of BdeB.
NOTE 2. PREPARATION BASIS
The separate pro forma financial information was
based on and should be read in conjunction with:
|
·
|
Condensed interim separate financial statements
of Grupo Aval as of June 30, 2021 and its attached notes.
|
|
·
|
Separate and consolidated pro forma financial
information of Banco de Bogotá.
|
|
·
|
The separate pro forma financial information
represents the financial information reported in the financial statements as of June 30, 2021, adjusted with the accounting effects of
the transactions described in Note 1, which are presented as if they had occurred on June 30, 2021 for illustrative purposes only. The
accounting effects of such transactions were determined based on accounting criteria developed in accordance with the Accounting and Financial
Reporting Standards accepted in Colombia and, where not provided for therein, considering the requirements of IAS 8 - Accounting Policies,
Changes in Accounting Estimates and Errors.
|
Given the special purpose of the pro forma financial
information, it should not be understood as general purpose financial statements prepared under Accounting and Financial Reporting Standards
accepted in Colombia.
The historical separate financial statements have
been adjusted to allow the following pro forma events:
|
·
|
Those that are directly attributable to the transactions
described;
|
|
·
|
Those that can be supported by facts; and
|
|
·
|
Those related to separate pro forma financial
information that are expected to have a continuing impact on separate results.
|
The proforma financial information does not necessarily
indicate the performance or financial situation that Grupo Aval would have had if the transactions described had been completed as of
June 30, 2021, nor is it intended to project Grupo Aval's financial situation or results in the future.
The following is a summary of the main accounting
criteria applied to the transactions that have the most relevant impact on the proforma financial information:
This translation from the original spanish
version is provided for convenience purpose only. No representation is made as to the accuracy of this document and the company does
not assume any liability based upon it.
Loss of control in subsidiaries:
Loss of control in subsidiaries is
recognized in accordance with the criteria established in IFRS 10 Consolidated Financial Statements; as follows:
a) The investment in a subsidiary is
derecognized.
b) The retained interest is measured
at fair value and the difference with respect to its carrying value is recognized in the statement of income for the period in which the
loss of control occurs.
c) The amounts accumulated in Other
Comprehensive Income related to such investments are realized in earnings for the period as net gain on deconsolidation or in retained
earnings, as appropriate, in accordance with the requirements of the standards that gave rise to them, on the same basis as would have
been required if the related assets or liabilities had been disposed of.
d) Income and expenses that do not
continue as discontinued operations are reclassified to profit or loss for the period.
e) The retained interest is classified
in the appropriate category, which, by maintaining significant influence, is presented as an investment in an associate. Subsequently,
the investment in associate is recognized by the equity method.
NOTE
3. PROFORMA ADJUSTMENTS
The separate proforma financial information reflects
the essential adjustments to give effect to the transactions described in Note 1, which mainly includes the following:
1. Presentation as a discontinued operations of
68.74% of the income generated by BAC Holding from the participation in the results of the first half of 2021, which are included in the
results of Banco de Bogotá.
2. Presentation in the results of continued operations
of the 68.74% participation over the remaining 25% of BAC Holding in the results of the first half of 2021.
3. Full derecognition of the investment in BAC
Holding at its book value and transfer to investment in associate of the book value attributable to the remaining interest of 25%, with
its corresponding net effect on equity, when reducing the 100% interest in the investment in BAC Holding to 25%.
4. Remeasurement effects of the remaining investments
in BAC Holding, classified as investments in associates, as detailed below:
|
a)
|
Loss of control of BAC Holding (LBP) (in process):
|
Recognition of the remaining 25% investment
in BAC Holding at fair value. For purposes of the preparation of the proforma financial information, the book value of the remaining 25%
in BAC Holding was considered, taking in consideration that the valuation study of BAC Holding is in the process of being prepared by
external specialists.
|
1.
|
Reclassification of the amounts accumulated in Other Comprehensive Income, in accordance with the requirements
of the standards that gave rise to them. These items include mainly the realization of the cumulative effects of hedging strategies for
accounting hedges of net investment abroad, both the balances of the hedged items and the balances of the hedging instruments, adjustments
for conversion of financial statements of foreign subsidiaries of BAC Holding, valuation and adjustments for impairment of debt instruments
and their corresponding tax effects. The above effects were measured using the equity method.
|
This translation from the original Spanish version is provided for
convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume any liability
based upon it.
Annex 3
Combined leverage ratios of Grupo Aval Acciones y Valores S.A. and
Grupo Aval Limited “GAL”, subsidiary in Cayman Island from Grupo Aval and solely owned by the same Financial Holding Company.
Grupo Aval Acciones y Valores S.A. + Grupo Aval Limited
|
|
|
|
|
|
|
|
|
Annualized ratios
|
2016
|
2017
|
2018
|
2019
|
2020
|
|
1H21
|
|
1H21 Proforma
|
Double leverage 1
|
1.15x
|
1.16x
|
1.15x
|
1.14x
|
1.18x
|
|
1.19x
|
|
1.26x
|
Total liabilities / Total assets
|
0.23x
|
0.23x
|
0.23x
|
0.21x
|
0.30x
|
|
0.32x
|
|
0.40x
|
Net debt2 / Total shareholders' equity
|
0.24x
|
0.24x
|
0.21x
|
0.20x
|
0.28x
|
|
0.31x
|
|
0.43x
|
Net debt2 / Net income
|
1.69x
|
1.99x
|
1.33x
|
1.32x
|
2.49x
|
|
1.92x
|
|
2.50x
|
(1) Double leverage is calculated as investments in subsidiaries at book value (excluding revaluations), subordinated loans to subsidiaries and goodwill as a percentage of shareholders' equity.
|
(2) Net debt is calculated as total gross debt minus cash and cash equivalents and fixed income investments
|
(*) Net income in 2021 do not include the deconsolidation gain of 1 bn
|
This translation from the original Spanish version is
provided for convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume
any liability based upon it.
|
|
November 22, 2021
REPORT OF ALIANZA FIDUCIARIA
S.A.
in his capacity of
LEGAL REPRESENTATIVE OF THE
HOLDERS OF ORDINARY BONDS ISSUED BY GRUPO AVAL S. A. - ISSUES 2009-2016
Pursuant to the provisions of Section
6.4.1.1.18 of Colombian Decree 2555 of 2010 (“Decree 2555”), the Legal Representative of Grupo Aval Acciones y Valores S.A.
(“Issuer” or “Grupo Aval”) has prepared this report, with the purpose of illustrating to the General Meeting of
Bondholders of the Issuer, corresponding to the Ordinary Bonds Issuances of December 2, 2009 and November 2, 2016 (the “Issues”),
in a broad and sufficient manner about the proposal of a spin-off of the equity part correspondent to the ownership of seventy five percent
(75%) of BAC Holding International Corp. (formerly Leasing Bogotá S.A. Panama) over the prorate of the shares of BAC Holding from
Grupo Aval to its shareholders and its listing in the Stock Exchanges of Colombia and Panama.
Our opinion issued in this report refers
to the following aspects:
The Issuer submits for consideration
and approval of the Bondholders’ Meeting the following:
|
·
|
Authorization to the Issuer.
|
The Issuer at this meeting has requested
the authorization and directions of the Bondholder´s Meeting to take the necessary steps to carry out the spin-off.
|
·
|
Alianza Fiduciaria Opinion.
|
This opinion was made based on the following documents:
|
ü
|
Special Report prepared by the issuer dated November 9, 2021.
|
|
ü
|
Issuer´s certified Financial Statements as of June 30, 2021.
|
|
ü
|
Confirmation of the rating of the bonds issued by BRC Ratings-S&P Global S.A.,
as securities rating company dated November 8, 2021 by means of which is mentioned that:
|
|
1.
|
On September 15, 2021, Grupo Aval announced that its subsidiary Banco de Bogotá intends to spin
off 75% of its shareholding in BAC Holding International, vehicle through which the bank exercises ownership over BAC International Bank's
banking operation, in favor of the Bank's shareholders, including Grupo Aval, and Grupo Aval intends to spin off the corresponding pro
rata in favor of its own shareholders. The shares of BAC Holding International will be listed in the Colombian Stock Exchange and the
Panama Stock Exchange. The completion of the transaction is subject to the approval of the competent regulatory authorities.
|
|
2.
|
Based on the information provided by Grupo Aval, the Technical Committee of BRC Ratings - S&P Global
S.A. SCV, in an extraordinary review on November 5, 2021, analyzed the spin-off
|
This translation from the original Spanish version is
provided for convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume
any liability based upon it.
|
|
project and the effects it would
have on Grupo Aval's credit profile. As a result, we confirmed the rating, as the proposed transaction would not have a significant impact
on Grupo Aval's ability to pay, and therefore the payment capacity of Grupo Aval, and therefore on its bond issues. The rationale for
this decision are available for consultation on the rating agency's website: www.brc.com.co
|
ü
|
Bondoholders´ legal representation agreement dated November 23, 2009 entered
between the Issuer and Alianza Fiduciaria as legal representative of the bondholders.
|
|
I.
|
PRELIMINARY INFORMATION
|
|
1.1.
|
Background and Main Characteristics of the Issues:
|
2009 Bond Issue
Name
|
Issuance date
|
Maturity date
|
Tenor
|
Principal
|
Rate
|
Rating
|
Legal Representative
|
Ordinary bonds
|
December 2009
|
December 2024
|
15
|
COP$ 124,520mm
|
IPC+5.20%
|
• AAA – BRC Ratings – S&P Global S.A. (ratings)
|
Alianza Fiduciaria S.A.
|
2016 Bonds Issues
Name
|
Issuance date
|
Maturity date
|
Tenor
|
Principal
|
Rate
|
Rating
|
Legal Representative
|
Ordinary bonds
|
November 2016
|
November 2026
|
10
|
COP$ 93,000mm
|
IPC+3,86%
|
• AAA – BRC Ratings – S&P Global S.A. (ratings)
|
Alianza Fiduciaria S.A.
|
Ordinary bonds
|
November 2016
|
November 2036
|
20
|
COP$ 207,000mm
|
IPC+4,15%
|
• AAA – BRC Ratings – S&P Global S.A. (ratings)
|
Alianza Fiduciaria S.A.
|
|
II.
|
OPINION OF THE LEGAL REPRESENTATIVE OF THE HOLDERS OF ORDINARY BONDS ISSUED BY GRUPO AVAL S.A. - ISSUES 2009-2016
|
Taking into account the Spin-off process
proposed by the Issuer by means of which the Issuer proceeds to portion its participation corresponding to the ownership of seventy five
percent (75%) of the company BAC Holding International, Corp. (formerly Leasing Bogotá S.A., Panama) and its listing in the stock
exchanges of Colombia and Panama. Once BdeB completes the spin-off of 75% of its shareholding in BHI (as explained below), Grupo Aval,
holder of 68.7% of BdeB's shares, will spin off the shareholding it receives from BHI (approximately 51.5%) in favor of its own shareholders.
According to the last, under the understanding
that the operation corresponds to a corporate reorganization, Grupo Aval and BdeB will carry out the following operations:
This translation from the original Spanish version is
provided for convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume
any liability based upon it.
|
|
(i) As of September 30, 2021, BdeB
has a 100% shareholding in BHI (formerly Leasing Bogotá S.A., Panama), a company duly incorporated under the laws of the Republic
of Panama.
(ii) BdeB will carry out a spin-off
by virtue of which it will transfer the ownership of shares issued by BHI; currently owned by BdeB, representing 75.00000032281765% of
the total capital of BHI (the "Business Unit").
(iii) The final objective of this transaction
is to transfer the Business Unit to the shareholders of BdeB and Grupo Aval. Said final objective will be achieved through the spin-off
of the Business Unit in favor of a new company to be formed for that purpose (the "BdeB Beneficiary Company") and the
subsequent spin-off of Grupo Aval of its pro rata share in the Business Unit in favor of a new company to be formed for that purpose (the
"Aval Beneficiary Company"), for corporate reorganization reasons, thus (the "Spin-Off Project").
|
2.1.
|
FROM AN ACCOUNTING POINT OF VIEW:
|
Regarding the Balance Sheet
After analyzing the pro forma financial
information of Grupo Aval Acciones y Valores S.A. as of June 30, 2021, and as indicated in Note 2 to the separate pro forma statements,
the figures are adjusted with the accounting effects as if they had occurred on June 30, 2021, it is observed in the pro forma financial
statement prepared by the Issuer, that the asset item would decrease by 25.38% equivalent to $6,237,618 million. Regarding the equity,
it would present a decrease of 28.5% equivalent to $6,237,618 million, while the liabilities would not have any variation.
Item
|
Reported Balances
|
Proforma Balances
|
Net Variation
|
Percentual Variation
|
Assets
|
24,578,012
|
18,340,394
|
(6,237,618)
|
-25.38%
|
Liabilities
|
2,689,613
|
2,689,613
|
-
|
0.00%
|
Equity
|
21,888,399
|
15,650,781
|
(6,237,618)
|
-28.50%
|
Regarding to the Income Statement
Once the proforma statement of separate
results for the semester ended June 30, 2021 of Grupo Aval Acciones y Valores S.A. has been analyzed, mainly the income by net equity
method would be affected, with which the following most representative variations are highlighted under the spin-off scenario:
With respect to income by equity method,
net, would present an increase of 36.29% equivalent to $619.654 million and operating income would increase by 33.47% affected by the
increase in income by equity method, net; while net expenses would not have any variation. Operating profit would present an increase
of 34.21% equivalent to $619,654 million and net profit would increase by 58.72% equivalent to $1,022,112 million. The difference between
operating income and net income would correspond to the 100% increase in net income from discontinued operations, equivalent to $402,458
million.
This translation from the original Spanish version is
provided for convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume
any liability based upon it.
|
|
Item
|
Balances
Reported
|
Balances
Proforma
|
Variation
Net
|
Variation
Percentage
|
Equity method income, net
|
1,707,593
|
2,327,247
|
619,654
|
36.29%
|
Operating income
|
1,851,362
|
2,471,016
|
619,654
|
33.47%
|
Net expenses
|
40,089
|
40,089
|
-
|
0.00%
|
Operating profit
|
1,811,273
|
2,430,927
|
619,654
|
34.21%
|
Net income from discontinued operations
|
-
|
402,458
|
402,458
|
100%
|
Net Income
|
1,740,757
|
2,762,869
|
1,022,112
|
58.72%
|
2.2 FROM A FINANCIAL POINT OF VIEW:
Opinion on the payment capacity of Grupo Aval after
the spin-off
Grupo Aval will continue to develop
its operation under conditions equivalent to the current ones, without conceptual deviations from its corporate purpose and protected
by the same financial muscle of its shareholders. It is estimated that after the spin-off, the Financial Conglomerate will keep its
ability to meet all of its contractual commitments, including those related to its financial obligations.
The main adjustment in the balance
sheet corresponds to the equity reduction of Grupo Aval, which will transfer to its shareholders a portion of its equity, corresponding
to the 51.5% stake in BHI, as a result of the spin-off of 75% of Banco de Bogotá's stake in BHI.
This translation from the original Spanish version is
provided for convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume
any liability based upon it.
|
|
The spin-off would not have a significant
impact on the Group's liquidity indicators. As the reduction of assets would take place in the long-term item, the current ratio would
remain unchanged. On the other hand, it is estimated that Grupo Aval's cash generation will remain at comfortable levels, a circumstance
that would allow it to continue fulfilling its financial monetary commitments.
Although the indicators of debt
over assets and equity would reflect a slight increase after the spin-off, no warning signs are foreseen in terms of indebtedness. On
the other hand, the reduction of shareholders' equity, added to the consistent generation of net profits resulting from the normal development
of the corporate purpose, would result in better profitability rates.
CONCLUSIONS
After analyzing the figures presented
by Grupo Aval, it is concluded that the spin-off under analysis would not have representative effects on its payment capacity, so that
the credit profile of the bonds in force would remain unchanged.
It is worth noting that the impact
assessment exercise was carried out on the figures presented by the Group at the end of the first semester of 2021, so that the conclusions
do not correspond to projections on its future financial performance, but to considerations regarding the impact that the spin-off would
have if the internal and external conditions disclosed by the Conglomerate at the cut-off date mentioned above persist.
Having explained the financial effects
and the effects that the spin-off would have on the company issuing the bonds, Alianza Fiduciaria, in its capacity as legal representative
of the bondholders, considers that the spin-off proposed by the Issuer would not generate a significant financial impact for the bondholders
to the extent that the spin-off will not modify the main characteristics of the securities and the payment of interests or principal is
not at risk since the Issuer will continue developing the activities of its corporate purpose without generating a negative effect on
its payment capacity.
This translation from the original Spanish version is
provided for convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume
any liability based upon it.
|
|
Finally, it is highlighted that
in case of obtaining the approval of the Bondholders' Meeting, the Issuer shall inform the market through the relevant information module
of the Superintendence of Finance of Colombia of such decision.
The information required to be published
by Alianza Fiduciaria S.A. as legal representative of the bondholders will be through the web page www.alianza.com.co.
This document is signed in Bogotá, on the 22nd day
of November 2021.
Sincerely yours,
FRANCISCO JOSE SCHWITZER SABOGAL
Alianza Fiduciaria S.A.
As Spokesman and Administrator of RLTB Grupo Aval Acciones
y Valores S.A.
ITEM 4
This translation from the original Spanish version is provided for
convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume any liability
based upon it.
|
|
REPORT OF FIDUCIARIA CENTRAL
S.A.
IN ITS CAPACITY OF
LEGAL REPRESENTATIVE OF
GRUPO AVAL ACCIONES Y VALORES
S.A. BONDHOLDERS
- ISSUES 2017 AND 2019 -
NOVEMBER 22, 2021
Page
1of 8
Bogotá
Av El Dorado No 69 A 51 Torre B Piso 3 PBX (57) 601 - 4124707 Fax (57) 601 - 4124757
Medellín
Carrera 43 C No 7D - 09 PBX (57) 604 - 4449249
email: fiduciaria@fiducentral.com
service to cliente@fiducentral.com
www.fiducentral.com
This translation from the original Spanish version is provided for
convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume any liability
based upon it.
|
|
Content
1
|
Authorization to the Issuer
|
3
|
2
|
Documents under study
|
3
|
3
|
Preliminary information
|
4
|
3.1
|
Characteristics of the Issue
|
4
|
Bond Issues 2017
|
4
|
Bond Issues 2019
|
4
|
4
|
Analysis of the Legal Representative of the Bondholders of Ordinary
Issued by Grupo Aval Acciones y Valores S.A. - 2017 and 2019 issues
|
4
|
5
|
Financial Effects of the Issuer in respect of the Spin-Off
|
5
|
5.1
|
Estimated effects of the transaction
|
5
|
6
|
Effects of the Spin-Off on the Bonds and Bondholders
|
7
|
6.1
|
Financial Effects
|
7
|
6.2
|
Risks of the Spin-Off Process for Bondholders
|
8
|
7
|
Conclusions of Fiducentral as Legal Representative of the Bondholders
of the 2017 and 2019 issues
|
8
|
Page
2 of 8
Bogotá
Av El Dorado No 69 A 51 Torre B Piso 3 PBX (57) 601 - 4124707 Fax (57) 601 - 4124757
Medellín
Carrera 43 C No 7D - 09 PBX (57) 604 - 4449249
email: fiduciaria@fiducentral.com
service to cliente@fiducentral.com
www.fiducentral.com
This translation from the original Spanish version is provided for
convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume any liability
based upon it.
|
|
REPORT OF FIDUCIARIA CENTRAL
S.A. IN ITS CAPACITY OF
LEGAL REPRESENTATIVE OF
THE ORDINARY BOND HOLDERS ISSUED BY GRUPO AVAL - ISSUES 2017 and 2019
The following
document is prepared by Fiduciaria Central S.A. ("Fiducentral"), in its capacity of legal representative of the holders of ordinary
bonds of the issues 2017 and 2019 issued by Grupo Aval Acciones y Valores S.A. ("Grupo Aval" or the "Issuer"), pursuant
to the provisions of the Decree 2555 of 2010, by which compiled the rules regarding the financial, insurance and securities market sector
and other provisions and the Circular Externa 029 of 2014 issued by the Superintendence of Finance of Colombia.
The opinion issued in this report refers to the following
aspects:
The Issuer submits for consideration and approval of the
Bondholders' Meeting the following:
|
1.
|
Authorization to the Issuer.
|
Grupo Aval
owns 68.7% of the shares of Banco de Bogotá S.A. ("BdeB") and BdB owns 100% of the shares of BAC Holding International,
Corp. ("BHI", formerly Leasing Bogotá S.A. Panamá). As such, Grupo Aval indirectly owns approximately 51.5% of
the shares of BHI.
BdB intends
to spin off 75% of BHI in favor of shareholders, and Grupo Aval, being one of BdB's shareholders, intends in turn to spin off the corresponding
pro rata (51.5%) in favor of its own shareholders, for which purpose it intends to carry out the transactions described in the report
prepared by the Issuer dated November 9, 2021 ("Special Report"), which serves as support for this opinon.
By virtue
of this, the Issuer at this meeting has requested an authorization and instruction of the Bondholders' Meeting to take the necessary steps
to carry out the spin-off described in the Special Report.
|
2.
|
Documents under study.
|
This opinion was made based on the following documents:
|
ü
|
Issuer's Special Report
|
|
ü
|
Issuer's certified financial statements as of June 30, 2021.
|
Page
3 of 8
Bogotá
Av El Dorado No 69 A 51 Torre B Piso 3 PBX (57) 601 - 4124707 Fax (57) 601 - 4124757
Medellín
Carrera 43 C No 7D - 09 PBX (57) 604 - 4449249
email: fiduciaria@fiducentral.com
service to cliente@fiducentral.com
www.fiducentral.com
This translation from the original Spanish version is provided for
convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume any liability
based upon it.
|
|
|
ü
|
Confirmation of the bond rating issued by BCR RATINNGS, as securities rating
company dated November 8, 2021 through which it mentions that "(...) the Technical Committee of BRC Ratings - S&P Global
S.A. SCV, in an extraordinary review on November 5, 2021, analyzed the spin-off project and the effects it would have on Grupo Aval's
credit profile. As a result, we confirmed the rating, as the proposed transaction would not have a significant impact on Grupo Aval's
ability to pay, and therefore the payment capacity of Grupo Aval, and therefore on its bond issues." (Bold and underlined
outside the original text).
|
|
3.
|
Preliminary information.
|
3.1 Characteristics
of the Issues 2017 Bond Issue
Title
|
Date
of
Issue
|
Expiration date
|
Tenor
|
Amount
Issued
(COP)
|
Rate/coupon
|
Rating
|
Legal Representative of the Bondholders
|
Ordinary Bonds
|
June, 2017
|
June, 2042
|
25
|
300,000,000,000
|
IPC + 3.99%
|
AAA / BRC
|
Fiduciaria Central
|
Source: Fiducentral.
2019 Bond Issues
Title
|
Date of issue
|
Expiration date
|
Tenor
|
Amount
Issued
(COP)
|
Rate/coupon
|
Rating
|
Legal Representative of the Bondholders
|
Ordinary Bonds
|
November, 2019
|
November, 2024
|
5
|
100,000,000,000
|
6.42%
|
AAA / BRC
|
Fiduciaria
Central
|
Ordinary Bonds
|
November, 2019
|
November, 2039
|
20
|
300,000,000,000
|
IPC + 3.69%.
|
AAA / BRC
|
Source:
Fiducentral.
Page
4 of 8
Bogotá
Av El Dorado No 69 A 51 Torre B Piso 3 PBX (57) 601 - 4124707 Fax (57) 601 - 4124757
Medellín
Carrera 43 C No 7D - 09 PBX (57) 604 - 4449249
email: fiduciaria@fiducentral.com
service to cliente@fiducentral.com
www.fiducentral.com
This translation from the original Spanish version is provided for
convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume any liability
based upon it.
|
|
|
4.
|
Analysis of the Legal Representative of the Ordinary Bondholders Issued by Grupo
Aval Acciones y Valores S.A. - 2017 and 2019 issues.
|
According
to the legal and contractual powers of this trust company acting in its capacity as Legal Representative of the Bondholders of the issues
corresponding to the years 2017 and 2019 made by Grupo Aval Acciones y Valores S.A., we will proceed to start the analysis, emphasizing
the operation that the Issuer intends to carry out and that will be subject to the review and decision of the Bondholders, as well as
the possible impact and consequences that it may be implicit.
In that
virtue, we will begin the analysis of the intended operation, which must be understood as the one described at the beginning of this document
and in detail in the Issuer's Special Report, which serves as support for the present opinion.
Therefore,
once analyzed and compared the effects of the intended operation, which are fully contemplated in the Code of Commerce, Law 222 of 1995,
the Tax Statute and other regulations applicable to this type of reorganization transactions, Fiducentral, in its capacity as legal representative
of the bondholders, developed this opinion based on the information provided by the Issuer, together with the confirmation of the rating
issued by BRC Ratings - S&P Global S.A. SOCIEDAD CALIFICADORA DE VALORES dated November 8, 2021, on which it is based to issue the
following opinion in relation to the proposed spin-off.
|
5.
|
Financial Effects of the Issuer in respect of the Spin-Off.
|
|
5.1
|
Estimated effects of the transaction:
|
As a result
of the transaction, Grupo Aval estimates to reduce the value of its investments in subsidiaries and also its equity by Ps. 6,237,618 million
corresponding to the direct investment in BHI, received as a result of the Spin-off of BHI at the BdeB level. These values will be transferred
in favor of its shareholders.
The main effects are presented below:
Grupo Aval
Separate Financial Statements
For the period ended as of june 30th 2021
|
|
Reported
|
|
Transaction effect
|
|
Proforma
|
Stated in millions of Colombian pesos
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
Current assets
|
|
1,026,981
|
|
-
|
|
1,026,981
|
Total current assets
|
|
1,026,981
|
|
|
|
1,026,981
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Investments in subsidiaries and associates
|
|
23,544,600
|
|
(6,237,618)
|
|
17,306,982
|
Accounts receivable with related parties
|
|
-
|
|
-
|
|
-
|
Property and equipment
|
|
6,324
|
|
-
|
|
6,324
|
Deferred tax assets
|
|
107
|
|
-
|
|
107
|
Total non-current assets
|
|
23,551,031
|
|
(6,237,618)
|
|
17,313,413
|
Total assets
|
|
24,578,012
|
|
(6,237,618)
|
|
18,340,394
|
|
|
|
|
|
|
|
Total current liabilities
|
|
1,138,752
|
|
-
|
|
1,138,752
|
|
|
|
|
|
|
|
Total long-term liabilities
|
|
1,550,861
|
|
-
|
|
1,550,861
|
Total liabilities
|
|
2,689,613
|
|
-
|
|
2,689,613
|
|
|
|
|
|
|
|
Total shareholders' equity
|
|
21,888,399
|
|
(6,237,618)
|
|
15,650,781
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity
|
|
24,578,012
|
|
(6,237,618)
|
|
18,340,394
|
Page
5 of 8
Bogotá
Av El Dorado No 69 A 51 Torre B Piso 3 PBX (57) 601 - 4124707 Fax (57) 601 - 4124757
Medellín
Carrera 43 C No 7D - 09 PBX (57) 604 - 4449249
email: fiduciaria@fiducentral.com
service to cliente@fiducentral.com
www.fiducentral.com
This translation from the original Spanish version is provided for
convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume any liability
based upon it.
|
|
In the
semiannual income statement (pro forma), the net equity method income, would be affected as a result of:
|
•
|
It would be reclassified Ps 402,458 million, corresponding to revenues and expenses
that are discontinued and recorded as discontinued operations in the results of the period.
|
|
•
|
Additionally, there is an Equity Method Gain, Ps 1,022,112 million, as a result
of the Gain on loss of control of subsidiaries in BdeB associated with the items that are reclassified from amounts accumulated to Other
Comprehensive Income, in accordance with the requirements of the standards that gave rise to them.
|
Grupo Aval
Separate Financial Statements
For the accumulated period ended as of june 30th 2021
|
|
Reported
|
|
Transaction effect
|
|
Proforma
|
Stated in millions of Colombian pesos
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenue
|
|
|
|
|
|
|
Equity method income, net (1)
|
|
1,707,593
|
|
619,654
|
|
2,327,247
|
Other revenue from ordinary activities
|
|
143,769
|
|
|
|
143,769
|
Total operating revenue
|
|
1,851,362
|
|
619,654
|
|
2,471,016
|
|
|
|
|
|
|
-
|
Expenses, net
|
|
|
|
|
|
|
Administrative expenses
|
|
(39,954)
|
|
-
|
|
(39,954)
|
Other expenses
|
|
(119)
|
|
-
|
|
(119)
|
Losses from exchange differences
|
|
(16)
|
|
-
|
|
(16)
|
Operating income
|
|
1,811,273
|
|
619,654
|
|
2,430,927
|
|
|
|
|
|
|
-
|
Financial expenses
|
|
(43,367)
|
|
-
|
|
(43,367)
|
|
|
|
|
|
|
-
|
Earnings before taxes
|
|
1,767,906
|
|
619,654
|
|
2,387,560
|
|
|
|
|
|
|
|
Income tax expense
|
|
(27,149)
|
|
|
|
(27,149)
|
|
|
|
|
|
|
|
Net income from continued operations
|
|
1,740,757
|
|
619,654
|
|
2,360,411
|
|
|
|
|
|
|
-
|
Net income from discontinued operations
|
|
|
|
402,458
|
|
402,458
|
|
|
|
|
|
|
|
Net income
|
|
1,740,757
|
|
1,022,112
|
|
2,762,869
|
(1)
The transaction effect column reflects Ps (402,458) from the discontinued operation and the deconsolidation gain of 1,022,112.
SOURCE: Grupo Aval Acciones
y Valores S.A as of June 30, 2021.
Based on
the information presented as follows, Grupo Aval considers that it will maintain sufficient financial capacity to meet its financial obligations,
including the payment of coupons and principal of the bond issues made in 2009, 2016, 2017 and 2019.
For
illustrative purposes, the annualized profitability was calculated as of June 30, 2021 before net deconsolidation earnings. The
profitability ratios estimated post spin-off, remain at attractive levels: ROA of 14.6 and ROE of 17.1%.
Page
6 of 8
Bogotá
Av El Dorado No 69 A 51 Torre B Piso 3 PBX (57) 601 - 4124707 Fax (57) 601 - 4124757
Medellín
Carrera 43 C No 7D - 09 PBX (57) 604 - 4449249
email: fiduciaria@fiducentral.com
service to cliente@fiducentral.com
www.fiducentral.com
This translation from the original Spanish version is provided for
convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume any liability
based upon it.
|
|
|
|
Saldos
reportados
|
|
Efecto
transacción
|
|
Saldos
proforma
|
Total shareholders' equity
|
|
21,888,399
|
|
- 6,237,618
|
|
15,650,781
|
Total assets
|
|
24,578,012
|
|
- 6,237,618
|
|
18,340,394
|
Net income from discontinued operations
|
|
1,740,757
|
|
- 402,458
|
|
1,338,299
|
|
|
|
|
|
|
|
Key ratios annualized
|
|
|
|
|
|
|
ROA
|
|
14.2%
|
|
|
|
14.6%
|
ROE
|
|
15.9%
|
|
|
|
17.1%
|
SOURCE: Grupo Aval Acciones
y Valores S.A as of June 30, 2021.
Key debt
metrics are presented below:
Leverage ratios
|
|
|
|
|
|
|
|
|
|
Grupo Aval Acciones y Valores S.A.
|
|
|
|
|
|
|
|
|
|
Annualized ratios
|
2016
|
2017
|
2018
|
2019
|
2020
|
|
1H21
|
|
1H21 Proforma
|
Double leverage 1
|
1.10x
|
1.11x
|
1.10x
|
1.09x
|
1.08x
|
|
1.08x
|
|
1.11x
|
Total liabilities / Total assets
|
0.11x
|
0.11x
|
0.10x
|
0.09x
|
0.09x
|
|
0.11x
|
|
0.15x
|
Net debt2 / Total shareholders' equity
|
0.09x
|
0.10x
|
0.09x
|
0.08x
|
0.07x
|
|
0.03x
|
|
0.05x
|
Net debt2 / Net income
|
0.60x
|
0.81x
|
0.56x
|
0.53x
|
0.64x
|
|
0.43x
|
|
0.56x
|
(1) Double leverage is calculated as investments in subsidiaries at book value (excluding revaluations), subordinated loans to subsidiaries and goodwill as a percentage of shareholders' equity.
|
(2) Net debt is calculated as total gross debt minus cash and cash equivalents and fixed income investments
|
(*) Net income in 2021 do not include the deconsolidation gain of 1 bn
|
SOURCE: Grupo Aval Acciones
y Valores S.A as of June 30, 2021.
|
6.
|
Effects of the Spin-Off on the Bonds and Bondholders
|
Thus, once
the corresponding analysis has been made by Fiducentral in its capacity as Legal Representative of the Bondholders of the issues described
above, the aforementioned trust company, based on the reports that serve as a foundation to the present opinion, does not evidence adverse
financial effects resulting from the operation that the issuer intends to perform since:
i.
Regarding to the characteristic terms of term, rate and indexation of the outstanding series, no variant will be presented.
ii.
With the performance of the described operation, no detriment or decrease is evidenced as regards the issuer's financial performance,
evidencing that there
Page
7 of 8
Bogotá
Av El Dorado No 69 A 51 Torre B Piso 3 PBX (57) 601 - 4124707 Fax (57) 601 - 4124757
Medellín
Carrera 43 C No 7D - 09 PBX (57) 604 - 4449249
email: fiduciaria@fiducentral.com
service to cliente@fiducentral.com
www.fiducentral.com
This translation from the original Spanish version is provided for
convenience purposes only. No representation is made as to the accuracy of this document and the company does not assume any liability
based upon it.
|
|
will be no hindrance whatsoever
in the attention of its financial obligations.
|
6.2
|
Risks of the Spin-Off for Bondholders.
|
Regarding the described operation,
there is no evidence of risks associated to the same with respect to which the Bondholders may be exposed, which is based on the arguments
put forward both by the Issuer and BRC Ratings - S&P Global S.A. SOCIEDAD CALIFICADORA DE VALORES, as rating agency, in their respective
reports, where it is foreseen and supported with the necessary figures that the operation to be carried out will not have negative effects
on the Issuer, and therefore, it will maintain its payment capacity to meet the obligations derived from its issues.
|
7.
|
Conclusion of Fiducentral as Legal Representative of the Bondholders of the 2017 and 2019 issues.
|
The proposed
transaction is not expected to generate changes in the local issues from the point of view of their rating, which are maintained at "AAA"
by BRC Ratings - S&P Global S.A. SOCIEDAD CALIFICADORA DE VALORES according to the report issued by the rating agency on November
8, 2021.
Having
exposed the financial effects and ratification of BRC Ratings - S&P Global S.A. SOCIEDAD CALIFICADORA DE VALORES on the spin-off,
Fiduciaria Central S.A. does not find an adverse effect for the bondholders, this to the extent that the credit and rating conditions
established in the aforementioned issues are preserved, therefore, the valuation effects of the corresponding securities are maintained,
in addition to the facial conditions of the issue.
Finally,
it is highlighted that in case of obtaining the approval of the Bondholders' Meeting, the Issuer shall inform the market through the relevant
information module of the Superintendence of Finance of Colombia of such decision.
This document is signed in Bogotá
D.C., on November 12, 2021.
Sincerely yours,
CARLOS MAURICIO ROLDÁN
Legal Representative
Fiduciaria Central
Page
8 of 8
Bogotá
Av El Dorado No 69 A 51 Torre B Piso 3 PBX (57) 601 - 4124707 Fax (57) 601 - 4124757
Medellín
Carrera 43 C No 7D - 09 PBX (57) 604 - 4449249
email: fiduciaria@fiducentral.com
service to cliente@fiducentral.com
www.fiducentral.com
ITEM 5
This translation from the
original Spanish version is provided for convenience purposes only. No representation is made as to the accuracy of this document and
the company does not assume any liability based upon it.
|
Carrera 19A No. 90-13
Oficina 708
Bogotá, Colombia
Teléfono 57 (1) 3904259
Fax: 57 (1) 3906405
http://www.brc.com.co
|
Bogota D.C., November 8, 2021
Mr.
DIEGO SOLANO SARAVIA
Chief Financial Officer
GRUPO AVAL ACCIONES Y VALORES S.A.
Bogotá D.C.
Mr Solano:
In attention to your request for a concept from the rating agency BRC
Ratings - S&P Global S.A. SCV regarding the eventual effect on the credit quality of the ordinary bonds of Grupo Aval Acciones y Valores
S.A. following the announcement of Banco de Bogotá to spin off 75% of its shares in BAC Holding International (formerly Leasing
Bogota Panama), we state the following:
1.
On September 15, 2021, Grupo Aval announced that its subsidiary Banco de Bogotá intends to spin off 75% of its shareholding
in BAC Holding International, vehicle through which the bank exercises ownership over BAC International Bank's banking operation, in favor
of the Bank's shareholders, including Grupo Aval, and Grupo Aval intends to spin off the corresponding pro rata in favor of its own shareholders.
The shares of BAC Holding International will be listed in the Colombian Stock Exchange and the Panama Stock Exchange. The completion of
the transaction is subject to the approval of the competent regulatory authorities.
2.
Based on the information provided by Grupo Aval, the Technical Committee of BRC Ratings - S&P Global S.A. SCV, in an extraordinary
review on November 5, 2021, analyzed the spin-off project and the effects it would have on Grupo Aval's credit profile. As a result, we
confirmed the rating, as the proposed transaction would not have a significant impact on Grupo Aval's ability to pay, and therefore the
payment capacity of Grupo Aval, and therefore on its bond issues. The rationale for this decision are available for consultation on the
rating agency's website: www.brc.com.co
If you have any questions, please do not hesitate
to contact us.
Kind regards,
/s/ MARÍA CAROLINA BARÓN BUITRAGO
Director
This translation from the
original Spanish version is provided for convenience purposes only. No representation is made as to the accuracy of this document and
the company does not assume any liability based upon it.
|
Carrera 19A No. 90-13
Oficina 708
Bogotá, Colombia
Teléfono 57 (1) 3904259
Fax: 57 (1) 3906405
http://www.brc.com.co
|
The current rating regulation establishes that BRC Ratings - S&P
Global S.A. SCV issues its opinion in which risks are analyzed according to the methodology applied in each case. risks are analyzed according
to the methodology applied in each case. This procedure includes study of the data and the changes made in each of the elements that govern
the Ordinary Bonds and that affect the level of risk; but it is not possible to measure the impact of the impact of possible decisions
to be taken in the future.
A risk rating issued by BRC Ratings - S&P Global is a technical
opinion and at no time is it intended to be a to buy, sell or hold a particular investment and/or security, nor does it imply a guarantee
of payment of the security, but rather an assessment of the likelihood that the principal of the security and its yields will be repaid
on a timely basis. The information contained in this publication has been obtained from sources believed to be reliable and accurate,
accordingly, we do not assume responsibility for errors or omissions or for results derived from the use of this information.
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: December 2, 2021
|
|
GRUPO AVAL ACCIONES Y VALORES S.A.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jorge Adrián Rincón Plata
|
|
|
|
|
Name:
|
Jorge Adrián Rincón Plata
|
|
|
|
|
Title:
|
Chief Legal Counsel
|
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