RETAIL
ESSENTIAL FACT
AD RETAIL S.A.
Santiago, April 28, 2023
Mrs.
Solange Berstein Jáuregui
Chairman
Financial Market Commission
Present.
Mat.: Essential Fact of AD Retail S.A.
From our consideration:
In accordance with the provisions of Article 9* and the second subparagraph
of Article 10? of Law No. 18,045 on the Securities Market and the provisions of
General Rule No. 30 of the Commission for the Financial Market
(“CMF”), being duly empowered by the board of directors.
Extraordinary, at a meeting held on the same date, hereby
I communicate to you the following information as an essential fact
with respect to AD Retail S.A. (the “Company”):
With this date, the Sociedad y Empresas La Polar S.A.,
open anonymity, hereinafter the “Parties”, have signed an Agreement of
Binding business (“Agreement”), under which the Parties have agreed
integrate your retail and financial businesses, either through an increase in
capital or under a different structure that fulfils a similar objective,
to take advantage of the synergies of the aforementioned businesses (the “Transaction”)
and enhance the businesses that are developed.
It is estimated that integration will generate significant benefits for
customers, expanding store coverage and product mix,
strengthening the financial business, the capacity for innovation and
efficiency, in order to be able to deliver better conditions to consumers.
In this way it is expected that product of integration can be enhanced
the strengths of both partnerships and offer better products and services.
The Operation involves a structure that will involve, in addition to the
Integration of the retail and financial businesses of the companies (the
“Consolidated Business”), the capitalization by AD Retail Shareholders of
subordinate claims in the Company and restructuring of the
debt. The foregoing will mean the execution and development of different procedures and
stages, which will be subject to various conditions and authorizations,
including without limitation: the outcome of the due diligence process,
Corporate authorizations (from shareholders and/or directors), creditors and
third parties, as well as the CMF itself and the National Economic Prosecutor’s Office. With
everything, from the legal, financial and commercial perspective, the Operation
it constitutes a single indivisible operation.
The next steps to materialize the Operation are (i) the realization
of the reciprocal due diligence between the Parties, which will be executed according to the Protocol
of Action and Confidentiality that the Parties have previously agreed
to this date, with an eminently preventive purpose, to adopt the
safeguard measures that meet the highest standards in terms of
free competition, among others, and (ii) the preparation of an agreement of
implementation of the Operation that will contain all the steps and
authorizations necessary for its improvement and which the Parties have
agreed that such implementation will occur within 90 days to
count from this date.
It is recorded that in case La Polar agrees to an increase of
capital, such payment shares will be offered to the shareholders of AD Retail
only after the granting of the pre-emption right to
the shareholders of La Polar. Then, with the funds raised under the
capital increase, La Polar, will buy all the shares of AD Retail of the
currently owned by SETEC SpA, Inversiones
Baracaldo Limitada and Inversiones Allipen Limitada, which they own
currently the Santa Cruz Negri family, and (b) the other shareholders of AD
Retail that adhered to the Operation.
It is expected that once the Operation materializes, the shareholders
AD Retail controllers and La Polar’s majority shareholders will have
the same percentage of the value of the Consolidated Business.
At this date it is not possible to determine the financial effects that the
Agreement may have on the assets, liabilities or results of the Company.
It should be noted that the unanimity of the members of the board agreed
initiate the process of delivering information to Empresas La Polar S.A. in order to
to start the due diligence process.
AD Retail S.A. will keep this Commission duly informed of
any relevant developments that occur in relation to the events that are
Reveal.
Yours faithfully
GONZALO Digitally signed
by GONZALO
PATRICIO PATRICIO CEBALLOS
CEBALLOS SUZMAN
Date: 2023.04.28
GUZMAN 13:50:40 -04’00’
Gonzalo Ceballos Guzman
General Manager
AD Retail S.A
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=286b07ffb1246319677b11d1f5e73df1VFdwQmVVMTZRVEJOUkVVMFRrUkplazFSUFQwPQ==&secuencia=-1&t=1684470982
