There have been no material changes to the risk factors previously disclosed in “Item 1A.
−Removed: Risk Factors” in our 2020 Form 10-K.
+Added: Risk Factors” in our 2020 Form 10-K except as set forth below.
+Added: Risk Factors Relating to Peruvian Nonresident Capital Gains Tax
+Added: Sale of Company Common Shares May Trigger Taxes Payable in Peru
+Added: Holders who sell, exchange, or otherwise dispose of Company shares may be subject to Peruvian tax at a rate of 30% on their gain realized in such transaction determined under certain Peruvian valuation rules regardless of whether the transaction is taxable for non-Peruvian purposes.
+Added: In determining the amount of such gain subject to such tax, the gain is first multiplied by the percentage of the Company’s value that is represented by its Peruvian business determined under certain Peruvian valuation rules (the “Peru Ratio”).
+Added: This tax applies if the value of stock determined under certain Peruvian valuation rules (calculated in PEN) transferred multiplied by the Peru Ratio exceeds approximately $42.5 million applying the PEN/USD exchange rate of September 30, 2021 (the “Threshold”).
+Added: The Threshold is calculated in PEN and changes with currency exchange rates.
+Added: For purposes of determining whether the Threshold has been exceeded by any holder, all transfers made by such holder over any 12-month period are aggregated.
+Added: For purposes of determining whether any tax is owed, the holder must have their basis “certified” by the Peruvian tax authorities in advance of such transaction.
+Added: If the holder exceeds the Threshold and does not obtain a tax basis certificate before the transaction, the holder’s tax basis in the shares will be considered zero for Peruvian tax purposes.
+Added: The Company advises current and future holders, who currently have or intend to own or trade in significant volumes of Company shares, to seek the advice of their own advisors with knowledge of the matters described above.
+Added: Direct or Indirect Transfer of Company Common Shares May Result in Peruvian Tax Liability to the Company
+Added: In the event that a direct or indirect sale, exchange, or other disposition of Company shares occurs and any resulting Peruvian tax is not paid, the Company’s Peruvian subsidiaries may be jointly and severally liable for such tax.
+Added: Joint and several liability may be imposed if during any of the 12 months preceding the transaction, inter alia , the transferor of Company shares held an indirect or direct interest of more than 10% of the Company’s outstanding shares.
+Added: If such a transaction were to occur and the Peruvian tax authorities sought to collect the Peruvian capital gains taxes from the Company’s Peruvian subsidiaries that were not paid by such transferor, it could have a material adverse effect on our business, financial condition or results of operations.
In addition to the information set forth in this report, you should consider the risk factors disclosed in our 2020 Form 10-K.
−Removed: Furthermore, the impact of COVID-19 may exacerbate other risks discussed in our 2020 Form 10-K and Q1 2021 Form 10-Q, any one of which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
+Added: Furthermore, the impact of COVID-19 may exacerbate other risks discussed in our 2020 Form 10-K, Q1 2021 Form 10-Q and Q2 2021 Form 10-Q, any one of which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
The situation continues to evolve, and additional impacts may arise of which we are not currently aware.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.