ESSENTIAL FACT
COMPANY CERVECERÍAS UNIDAS S.A.
REGISTRATION REGISTRY OF SECURITIES 0007
March 16, 2023
Mrs. Solange Berstein Jáuregui,
President of the Financial Market Commission,
Avenida Libertad Bernardo O’Higgins N* 1449, Santiago.
Present:
From our consideration:
In compliance with the provisions of Article 9 and second paragraph of Article 10 of Law No. 18,045 and Section II No. 1 literal 2.2.A of General Standard No. 30 of the Commission for the Financial Market (the “CMF”), commissioned by the Board of Directors and being specially empowered to do so, I inform you of the following update to the ESSENTIAL FACT dated March 1, 2023 (the “Essential Fact”) regarding Compañía Cervecerías Unidas S.A. (“CCU”) and its business:
According to what was reported in the Essential Fact, given the announcement made on January 26, 2023 by the Office of Foreign Assets Control (OFAC) of the Department of the Treasury of the United States of America, to sanction the former president of Paraguay Mr. Horacio Cartes Jara, CCU implemented measures to terminate its association with Mr. Cartes en Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A., companies in which CCU held an indirect shareholding of 50.005% and 49.959% respectively (the “Companies in Paraguay”).
By virtue of the foregoing, on March 1, 2023, CCU, through subsidiaries, signed a Private Agreement with the then shareholders of the Companies in Paraguay, Mr. Horacio Cartes Jara and Mr. Sarah Cartes Jara, by virtue of which it was agreed, among others:
(1) the acquisition of all the shares held by Sarah Cartes Jara in the Companies in Paraguay, purchase and sale that materialized on March 1, 2023, for a total amount of USD 4,001,920, with CCU becoming the owner of 55.007% and 54.964% of Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A., respectively; and
(11) the acquisition by an unrelated third party of Mr. Cartes of all the shares he held in the Companies in Paraguay, at the latest due on March 17, 2023 and subject to CCU agreeing with this third party certain modifications to the current Shareholders’ Agreements of the Companies in Paraguay.
By virtue of the foregoing and having fulfilled the conditions set forth in the aforementioned Private Agreement, on this date Sudameris Bank S.A.E.C.A. acquired the entire shareholding of Mr. Horacio Cartes Jara in the Companies in Paraguay, signing with CCU the respective Shareholders’ Agreements, which contemplate their own corporate governance clauses and others usual for this type of contracts. and a Put and Call Options Agreement with respect to Companies in Paraguay, options that can be exercised by the parties at the beginning of 2024.
Consequently, currently the sole shareholders of the Companies in Paraguay are CCU, through its subsidiary CCU Inversiones II SpA, and Sudameris Bank S.A.E.C.A. The Companies in Paraguay are controlled by CCU.
At this date it is not possible to estimate the financial effects that the aforementioned agreements may have on the assets, liabilities or results of CCU, which will be timely and duly informed to the CMF and the market in general.
Yours faithfully,
Felipe Benavides Almarza,
Legal Affairs Manager,
Company Cervecerías Unidas S.A.
Dc. Santiago Stock Exchange, Stock Exchange, Chilean Electronic Exchange, Stock Exchange, Representative Bondholders.
Vitacura 2670/Las Condes, Santiago/Chile.
Phone: (+56) 22 427 3000.
www.ccu.cl.
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=ce435bbcd50d8a2e19bc5288c741fdbbVFdwQmVVMTZRWHBOUkVWNFRXcE5OVTFuUFQwPQ==&secuencia=-1&t=1682376108
