Business Context and Reporting Period
This Form 6-K filing by Cementos Pacasmayo S.A.A. (Pacasmayo Cement Corporation) is dated February 23, 2017. The report serves as a Significant Fact notification regarding the mandatory exchange of American Depositary Receipts (ADRs) following the spin-off of Fossal S.A.A.
Key Financial Metrics
The filing text does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document is exclusively focused on corporate action and securities exchange details.
Material Changes and Corporate Action
- Spin-off Execution: The spin-off of Fossal S.A.A. is effective March 1, 2017, for common stock and investment shares.
- ADR Exchange Date: Due to operational processes involving the depositary bank (JP Morgan) and the NYSE, the effective date for the ADR conversion is March 3, 2017.
- Exchange Ratio: Each existing Cementos Pacasmayo ADR (representing five common shares) will be converted into:
- 0.7975525 of a new Cementos Pacasmayo ADR.
- 0.2024475 of a Fossal S.A.A. ADR (representing ten common shares).
- Cash in lieu of fractional shares.
- Trading Suspension: Trading of the old ADRs (CUSIP 15126Q109) will be suspended on March 3, 2017, before the market opens.
- New Listings: New Cementos Pacasmayo ADRs (CUSIP 15126Q208) will be admitted to trading on the NYSE on March 3, 2017. Fossal S.A.A. ADRs will trade over-the-counter (OTC) via Pink Sheets.
Guidance, Outlook, and Risks
The filing does not contain management commentary on financial outlook, guidance, or general business risks. The primary contingency noted is the dependency of the ADR exchange on the successful effectiveness of the Fossal S.A.A. spin-off in the local Peruvian market.
Investor Verification Checklist
- Verify the new CUSIP (15126Q208) and ISIN (US15126Q2084) for Cementos Pacasmayo ADRs in brokerage accounts prior to March 3, 2017.
- Confirm the receipt of Fossal S.A.A. ADRs and cash for fractional shares following the March 3 exchange.
- Monitor the suspension of trading for the old ADR ticker (CPAC) on March 3, 2017.
- Review the terms of the Fossal S.A.A. ADR program, which will be a Level 1 program trading on the OTC market.