Filing Details

Intercorp Financial Services Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

P5626F128

(CUSIP Number)   Intercorp Financial Services Inc. Torre Interbank, Av. Carlos Villarán 140 La Victoria Lima 13, Peru   With a copy to:   Juan Antonio Castro Molina Torre Interbank, Av. Carlos Villarán 140 La Victoria Lima 13, Peru T: +511.219.2087

July 17, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

Item 1.

Security and Issuer.

 

This Schedule 13D relates to the common stock (“Common Stock”) issued by Intercorp Financial Services Inc. (the “Issuer”), whose principal executive offices are at Torre Interbank, Av. Carlos Villarán 140, La Victoria, Lima 13, Peru.

 

Item 2.

Identity and Background.

 

 (a) Name;

 

This Schedule 13D is being filed with respect to shares of the Issuer’s Common Stock held by Intercorp Perú Ltd. (“Intercorp Perú”).  Carlos Rodriguez-Pastor Persivale, George Pastor and Anne Marie See (the “Reporting Individuals”) are deemed to have beneficial ownership over the Issuer’s Common Stock owned by Intercorp Perú.  Together with Intercorp Perú, the Reporting Individuals comprise a group within the meaning of Section 13(d)(3) of the Act. Intercorp Financial Services Inc. is a subsidiary of Intercorp Perú.

 

(b) Residence or business address;

 

The business address for each Reporting Person is Av. Carlos Villarán 140, 17th Floor, La Victoria, Lima 13, Peru.

 

 

Intercorp Perú is a holding company for a group of companies operating mainly in Peru under the name “Intercorp”.

 

(d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case;

 

During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

 

 

(f) Citizenship.

 

Intercorp Perú is a holding company incorporated in the Commonwealth of The Bahamas.  Each of the Reporting Individuals are dual citizens of the United States of America and Peru.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Prior to the offering to which this Schedule 13D relates, Intercorp Perú owned 84,063,793 shares of Common Stock of the Issuer.  The post-offering share ownership figure reported in this Schedule 13D reflects the sale of a portion of Intercorp Perú’s previously owned shares in connection with the offering.

 

Item 4.

Purpose of Transaction.

 

Intercorp Perú was granted Common Stock of the Issuer based on pre-existing ownership interests in the Issuer prior to the offering to which this Schedule 13D relates. Intercorp Perú is a holding company and is not an operating company or a public company.

 

 

Item 5.

Interest in Securities of the Issuer.

 

(a) State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of section 13(d)(3) of the Act.

 

As of the time of this filing, Intercorp Perú owns 81,532,547 shares of the Issuer’s Common Stock, or a 70.6% ownership interest of the Issuer’s Common Stock. The Reporting Individuals, who together with Intercorp Perú comprise a group within the meaning of Section 13(d)(3) of the Act (see Item 2(a) above), are deemed to have shared beneficial ownership with Intercorp Perú given their majority interest in Intercorp Perú and their ability to act, pursuant to an irrevocable proxy agreement by and between the parent company of Intercorp Perú and the Reporting Individuals, with respect to matters relating to vote or to direct the vote or to dispose or direct the disposition of Intercorp Perú’s interest in the Issuer.  The irrevocable proxy agreement is filed as an Exhibit to this Schedule 13D.

 

(b) For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared.

 

As of the time of this filing, Intercorp Perú owns 81,532,547 shares of the Issuer’s Common Stock, or a 70.6% ownership interest of the Issuer’s Common Stock. The Reporting Individuals, who together with Intercorp Perú comprise a group within the meaning of Section 13(d)(3) of the Act, hold a shared power to vote or to direct the vote or to dispose or direct the disposition of Intercorp Perú’s interest in the Issuer.

 

 (c) Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (§ 240.13d–101), whichever is less, by the persons named in response to paragraph (a).

 

N/A

 

(d) If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required.

 

N/A

 

(e) If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities.

 

N/A

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

 

Item 7.

Material to be Filed as Exhibits.

 

 

[Signature Page follows]

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 26, 2019

Intercorp Financial Services Inc.
By:	/s/ Juan Antonio Castro Molina
	Juan Antonio Castro Molina

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 26, 2019

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