In year 2009, the restructuring of the internal stock composition of Grupo Bolívar was conducted in two stages: In first place, the companies that were acting as investment vehicles, called Inversora 2005 S.A., Inversora 2010 S.A., Inversora 2015 S.A., Inversora 2020 S.A., Inversora 2025 S.A., Prefabricación de Particiones de Oficina Preparo S.A., Imextal 82 S.A., Trámites y Cobranzas S.A., Inversora Bolívar S.A., Invercomerciales S.A. and Invercapi S.A. were merged, transferred all its equity to the absorbing company Inversora Anagrama Inveranagrama S.A. As a result of such first step, the absorbed companies were dissolved without liquidation.
In second place, once the assets and liabilities of the absorbed companies were transferred in block to the absorbing company (as said before, Inveranagrama S.A.), the same was demerged immediately after. This way, without being dissolved, it partially divided its equity by transferring five parts thereof to the companies resulting from the demerger (beneficiaries of the process and that later would be “sub-holdings”), as follows: Riesgo e Inversiones Bolívar S.A.S, Inversiones Financieras Bolívar S.A.S, Construcción y Desarrollo Bolívar S.A.S, Multinversiones Bolívar S.A.S and Inversora Bolívar S.A.S.
The reorganization allowed providing more transparency and simplicity to the capital structure of Grupo Bolívar, eliminating common accounts and reorganizing its share structure by business lines, thus at present there are sub-holdings with investment portfolios by business line according to the insurance, financial business and other corporate activities conducted by the Companies encompassing Grupo Bolivar.
Also, by creating sub-holdings under the figure of Simplified Stock Companies (Sociedades por Acciones Simplificadas, S.A.S.), Grupo Bolívar leveraged the advantages provided by Law 1258 of 2008 regarding the broad freedom for organization and operation of this type of company, by adjusting the structure of these new companies to the characteristics required by the Group’s Companies, in order to satisfy the needs that encouraged the business reorganization: transparency and simplicity in the capital structure.
IFC as shareholder of Riesgos e Inversiones S.A.S. As part of the internal restructuring made by Grupo Bolívar and that gave rise to Riesgo e Inversiones Bolívar S.A.S., IFC was transferred as shareholder to the new Sub-holding and was no longer the holder of the investment held to date on Compañía de Seguros Bolívar S.A. and Capitalizadora Bolívar S.A. In order to achieve the objective proposed of IFC’s joining the Sub-holding as new shareholder, the shares of this Corporation acquired on Riesgo e Inversiones Bolívar S.A.S. were paid in kind by the transfer of shares then held by IFC on Compañía de Seguros Bolívar S.A. and Capitalizadora Bolívar S.A. Internationalization of the insurance business.
Within the strategic definitions of Grupo Bolívar, the internationalization of the insurance business plays a significant role. Thus, on February 20, 2009, 50% of Aseguradora Panameña Eastern Pacific Insurance Company (Epic) was acquired. In turn, in order to complement the service that this Company provides to its policyholders, on September 2009 Compañía Asistencia Epic was created, which partners are Eastern Pacific Insurance Company and sub-holding Riesgo e Inversiones Bolívar S.A.S. in equal proportions.
Under the same context indicated above, in terms of organization of investments by business lines and internationalization, on September 29, 2009 Compañía Panameña Riesgos e Inversiones Bolívar Internacional S.A. was formed, which company holds the investments on insurance companies abroad. Similarly, consistent with the international expansion, in the first half of 2010 the Superintendence of Insurance of Costa Rica authorized Grupo Bolívar to create a Mixed Insurance Company in that country, which recently opened its insurance market to competition, called Seguros Bolívar Aseguradora Mixta S.A.