Business Context and Reporting Period
Company: Grupo Aval Acciones Y Valores S.A.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: September 10, 2025
Context: The filing announces a corporate reorganization involving the spin-off of fiduciary business units from three subsidiaries (Fiduciaria Bogotá S.A., Fiduciaria de Occidente S.A., and Fiduciaria Popular S.A.) into a single beneficiary entity, Aval Fiduciaria S.A.
Key Financial Metrics
The filing does not provide consolidated revenue, profit, cash flow, or margin data for Grupo Aval. It focuses exclusively on the book values of equity for the participating entities as of June 30, 2025, used to determine the exchange ratio for the spin-off.
| Entity | Book Value of Equity (COP) |
|---|---|
| Fiduciaria Bogotá S.A. | $91,766,269,898 |
| Fiduciaria de Occidente S.A. | $50,859,704,583 |
| Fiduciaria Popular S.A. | $6,073,224,827 |
| Aval Fiduciaria S.A. (Beneficiary) | $62,880,734,027 |
Note: The Aval Fiduciaria value includes dividends in shares approved on August 21, 2025, totaling COP $12,926,174,000.
Material Changes and Transaction Details
- Transaction Structure: A partial spin-off where fiduciary assets, liabilities, and contractual positions are transferred in a block to Aval Fiduciaria S.A. The spun-off companies will not be dissolved.
- Strategic Objectives: To consolidate fiduciary operations, strengthen operational capacity, unify management policies, enhance the equity base, and improve market positioning.
- Valuation Methodology: Based on book values of spun-off assets and Aval Fiduciaria's equity as of June 30, 2025, certified by statutory auditors. Valuation considers risk-weighted assets (RWA) and prudential requirements.
- Share Exchange Ratios:
- Fiduciaria Bogotá: 1 share = 1.9664 shares of Aval Fiduciaria
- Fiduciaria de Occidente: 1 share = 1.6213 shares of Aval Fiduciaria
- Fiduciaria Popular: 1 share = 0.0973 shares of Aval Fiduciaria
Guidance, Risks, and Contingencies
Conditions Precedent: The transaction is not yet complete. It requires:
- Approval by the general shareholders' meetings of all participating companies.
- Prior authorization from the Financial Superintendence of Colombia (SFC).
Completion Date: The spin-off will be deemed completed upon the registration of the public deed with the respective Chambers of Commerce.
Risks/Contingencies:
- Regulatory approval is pending; the transaction may not proceed if the SFC does not grant authorization.
- Shareholder approval is required; failure to convene or pass the necessary meetings could halt the process.
- Minority shareholders are barred from requesting an additional independent study as the prior notice to the SFC already includes one.
Investor Verification Checklist
- Confirm the status of shareholder meeting approvals for Fiduciaria Bogotá, Fiduciaria de Occidente, Fiduciaria Popular, and Aval Fiduciaria.
- Verify receipt of authorization or no-objection from the Financial Superintendence of Colombia (SFC).
- Review the independent technical study by Mejoracinco S.A.S. – Metrix Finanzas regarding the exchange ratio methodology.
- Monitor the registration of the public deed with the Chambers of Commerce to confirm the effective completion date.
- Assess the impact of the consolidation on the consolidated financial statements of Grupo Aval in future reporting periods.