Report of Foreign Issuer (6-k)
03 March 2017 - 10:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN ISSUER
PURSUANT
TO RULE 13a-16 OR 15b-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of March 2017
Commission
File Number 001-35591
GRAÑA Y MONTERO S.A.A.
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(Exact name of registrant as specified in its charter)
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GRAÑA Y MONTERO GROUP
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(Translation of registrant’s name into English)
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Republic of Peru
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(Jurisdiction of incorporation or organization)
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Avenida Paseo de la República 4667, Lima 34,
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Surquillo, Lima
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Peru
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(Address of principal executive offices)
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Indicate by
check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F
__X__ Form 40-F ______
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by
check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.
Yes
______ No __X__
If "Yes" is
marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not applicable.
Messrs.,
Superintendencia del Mercado de Valores – SMV
Present.
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Reference: Relevant Information Communication
Dear Sirs:
We hereby comply by providing an answer to the requirements of Official
Letter No. 1352-2017-SMV/11.1, in the same order in which they were
requested:
1.
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Explain in a precise and detailed manner what the phrase
“opening
the accounting books to investors” (“abrir los libros contables a
los inversores”)
means, given that the Company is
undergoing an audit as of December 31st, 2016, for which it has
had to hand over to the audit company this information duly signed
by the Company’s management. In that context, what was reported in
the news report in question could be understood in the sense that
these financial statements would not be definitive since the books
on which they are based are going to be “open” (“abiertos”), which
could create confusion among investors.
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We understand that the term “books opening” (“apertura de libros”)
used by the local newsletter Diario Gestión refers to the regular
audit process already initiated by the audit firm PwC to our
financial statements as of December 31, 2016, and that it will
conclude with the issuance of an opinion that together with the
financial statements will be released to the market. In this regard,
we do not consider the term “books opening” (“apertura de libros”)
to indicate the non-definitive nature of the financial information
which is currently subject to the audit process.
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2.
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Notwithstanding the aforementioned, the Company should also
specify the meaning of the phrase
“will open its books and
submit them to an external audit” (“va a abrir sus libros y
los
someterá a auditoría externa
”)
. Again,
considering that the financial information as of December 31,
2016, is being examined by an audit firm, what does the indication
made in the news report mean, since it could be understood that
this is a new audit, and, if this were the case, the Company has
not informed which audit firm will carry out this new audit and
what aspects it would comprise. This should be duly clarified
since it could create confusion.
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According to the above mentioned, the phrase “books opening”
(“apertura de libros”) refers to the regular external audit process
that PwC has been carrying out to our financial information. In this
regard, and in response to the requirement formulated by the
Peruvian Securities Comission (Superintendencia del Mercado de
Valores), we confirm that the Company has not hired any other audit
firm nor has it requested an additional audit process to the
aforementioned regular external audit process
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Notwithstanding the aforesaid, one should note that within the
regular external audit process that PwC has been carrying out,
additional audit procedures will be carried out.
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3.
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Likewise, the Company should clarify and/or specify whether the
phrase in the sense that the Company will
“open its accounting
books” (“abrir sus libros contables”)
could
lead to any correction or rectification of the financial
information of the Company which is currently spreading in the
market.
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As stated, PwC has been carrying out a regular external audit
process to our financial statements. However, as a result of the
audit procedures necessary for the completion of the audit, in the
scenario that there was any event that could affect the Company’s
financial statements, this could lead to some adjustments, which
would be communicated in a timely manner with the release of the
audited financial statements.
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4.
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Specify what are the “additional procedures” that you have
requested to the audit firm which is conducting the audit process
as of December 31, 2016, and on which aspects are these procedures
being carried out, when did you request them and what reasons that
motivated them, and whether or not findings have been derived from
them, specifying the progress of these procedures and the
estimated date in which these would be concluding.
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We have been notified by our external auditors that, due to the
current situation related to our association with Odebrecht in
certain projects, they must apply the additional procedures arising
from the provisions established in the International Audit
Regulation (“Norma Internacional de Auditoría”) “NIA 250 – Legal and
regulatory provisions in the audit of the financial statements”
(“NIA 250 – Consideración de las disposiciones legales y
reglamentarias en la auditoría de los estados financieros”).
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Such is the case that, dated February 28, 2017, the Company arranged
to carry out the additional procedures reported by the external
auditor, process that is currently being planned and therefore, to
date, we cannot give a reliable estimate of the closing date of the
audited financial statements nor there have been findings since we
are in the planning stage.
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5.
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Likewise, the Company must specify the meaning of the phrase
that the above mentioned special procedures must be carried out by
the audit firm
“even when this implies delaying their delivery”
(“aun cuando ello pueda implicar la entrega tardía de los mismos”)
,
since the audited financial information has a deadline for
submission and, otherwise, it would have to incur in
non-compliance, punished by the regulations of the stock market.
In this sense, the Company must indicate the measures to be taken
in the event that this occurs and how the consequences of such
breach would be dealt with.
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As stated in the preceding paragraph, the additional procedures of
the regulation “NIA 250 – Legal and regulatory provisions in the
audit of the financial statements” (“NIA 250 – Consideración de las
disposiciones legales y reglamentarias en la auditoría de los
estados financieros”), could give rise to the possibility that the
procedures will be concluded on a date that, due to its proximity to
the maximum due date of release to the market, leads to the company
not being able to comply with reporting the financial statements in
a timely manner.
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Considering the above-mentioned possibility and the complexity of
the additional procedures, after the planning, the required work
team will be determined due to the amount of information that is
subject to analysis by the external auditor.
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Notwithstanding the aforementioned, we must note that the unaudited
financial information of the Company as of December 31, 2016, has
been available to the market since January 26, 2017, the date we
released the financial statements for the fourth quarter of 2016. In
that sense, in the scenario that the Company fails to release its
audited financial information as of 2016 in a timely manner, the
effects deriving from the lack of audited information should be
mitigated.
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Sincerely,
___________________________
/s/ Claudia Drago Morante
Stock Market Representative
Graña y Montero S.A.A.
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.
GRAÑA Y MONTERO S.A.A.
By: /s/ CLAUDIA DRAGO MORANTE
Name: Claudia Drago Morante
Title: Stock Market Representative
Date:
March
2, 2017
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