ESSENTIAL FACT
CAMANCHACA S.A.
Registration Registry of Values N* 1.060
Santiago, November 28, 2022
Mrs.
Solange Berstein Jáuregui
President
Financial Market Commission
Present.
REF: ESSENTIAL FACT.
In accordance with the provisions of article 9* and the second paragraph of article 10* of the
Law 18.045 and General Standard No. 30 of the Commission for the Market
Financial, in my capacity as general manager of CAMANCHACA S.A. (“Camanchaca”) and
duly empowered by its Board of Directors at a meeting held on November 28, 2022,
I inform the Commission for the Financial Market, as ESSENTIAL FACT of
Camanchaca, Registration Registry of Values N* 1.060, the following:
– Camanchaca and Camanchaca SpA (collectively, the “Camanchaca Group”) are
owners of 70% of the shares of Camanchaca Pesca Sur S.A. (‘Camanchaca’
Pesca Sur”), while the remaining 30% of the shares are owned by
Inversiones Galletué S.A., Inversiones SG S.A., Inversiones SP S.A. and Inversiones
SU S.A. (collectively, the “Bio Bio Group”).
– On September 15, 2022, the Bio Bio Group communicated its intention to exercise the
put option you had for a term of 99 years (the “Put Option”)
set forth in Chapter Six of the Shareholders’ Agreement (the “Covenant”) which maintains
since 2011 with the Camanchaca Group, regarding its shareholding in
Camanchaca Pesca Sur.
– Under the Put Option, the Bio Bio Group has the right to sell the
all – and not less than all – of its shareholding in
Camanchaca Pesca Sur to the Camanchaca Group. For its part, the Camanchaca Group
has an obligation to purchase the whole – and not less than the whole = of the
shares at the strike price determined in accordance with the procedure which
points to the Covenant, and the right to pay it in five equal annual instalments, which could
be extended if the conditions of catches in the South Central zone were
Unfavorable.
– In accordance with this procedure, on October 18, 2022, Grupo Bio Bío and
Grupo Camanchaca simultaneously communicated their respective
determinations of reference price for the shareholding of the Group
Bio Bio in Camanchaca Pesca Sur. The reference price determined by the
Grupo Bio Bío was US$27.05 per share, for a total value of US$93,322,500
for the shareholding of Grupo Bio Bío in Camanchaca Pesca Sur.
Simultaneously, the Camanchaca Group delivered its reference price, which was
of US$13.92 per share, or a total value of US$48,024,000 for the
Bio Bío Group’s shareholding in Camanchaca Pesca Sur.
– Bearing in mind that the determinations made individually by the parties for the
Bio Bio Group’s shareholding in Camanchaca Pesca Sur differs in
more than 10%, the Pact provides that the price of the sale of the shares
referred is determined by an investment bank or a recognized expert
prestige, which must necessarily make its own evaluation and then choose
by that determination of the parties which in their opinion is the one that best reflects the
Fair price of the company. Such investment bank or recognized expert
Prestige must be selected by mutual agreement between the parties or by an arbitrator
failing that.
– To this date there is still no bank or expert defined, and Grupo Camanchaca and Grupo Bio
Bio are jointly analyzing how to implement the mechanism
determination of the strike price referred to in the preceding paragraph.
With this date the reservation of the communications that were sent in
character of Essential Fact Reserved on September 15 and October 18 of this year,
whose content is recast in the exercise and status of the Put Option reported in
This communication.
The acquisition of 30% of the shares of Camanchaca Pesca Sur has no effect
in the Income Statement of Camanchaca. As for the Balance Sheet of the company, in the
Financial Statements as of September 30, 2022 have reversed the entire amount of
the non-controlling interest in this subsidiary, and has been recorded in “other liabilities
financial” the reference price determined by the Camanchaca Group. The difference
between both values was reflected within the heritage as Other Reserves. The effect on
Balance sheet does not compromise the fulfillment of the financial obligations agreed with the
banks, regardless of the reference prices used.
The Company shall maintain the Financial Market Commission duly
informed of any relevant developments that occur in relation to the facts that
Reveals.
Yours sincerely to the President
A
Geren e General
Dc. Santiago Stock Exchange
Electronic Stock Exchange of Chile
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=4d8edb853a808f2c02d0fe4761f4474aVFdwQmVVMXFSWGhOUkZFeFRWUmpORTFSUFQwPQ==&secuencia=-1&t=1682376108
