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SAESA
ENEL TRANSMISIÓN CHILE S.A.
Open Joint Stock Company
Registration Registry of Securities N*1195
Santiago, December 9, 2022
Mrs.
Solange Berstein Jáuregui
Chairman
Financial Market Commission
Present
COMMUNICATE ESSENTIAL FACT
From our consideration:
In accordance with the provisions of article 9* and the second paragraph of article 10% of
Law N*18.045 on the Securities Market and General Rule N*30 of
the Commission for the Financial Market (“CMF”), duly empowered and in
representation of Enel Transmisión Chile S.A. (“Enel Transmission”), I have come to inform
The following:
As communicated by essential event of July 28, 2022, in
such date Enel Chile S.A. (the “Seller”), final controller of Enel Transmission,
entered into a contract called the “Stock Purchase Agreement”, under which it agreed
sell to Sociedad Transmisora Metropolitana SpA, (the “Buyer”), a company
100% controlled by Inversiones Grupo Saesa Limitada, by itself or in conjunction with
a third party, all the shares owned by it issued by Enel Transmisión
(the “Sale”), equivalent to approximately 99.09% of the latter. The
said Sale had to materialize through a Public Offer of Acquisition
of Shares (OPA) in favour of all shareholders of Enel Transmission.
On November 6, 2022, Sociedad Transmisora Metropolitana SpA y Mareco
Holdings Corp. published the notice of initiation of the Public Tender Offer of
Shares of Enel Transmisión which began on November 7, 2022 and expired
on December 6, 2022. As of today, the notice of
results of the takeover bid, declaring its success.
By virtue of the foregoing, with this same date the modifications have taken effect
approved by Enel Transmisión extraordinary shareholders’ meeting, held
dated October 27, 2022. In this way, from this date the capital of
Enel Transmisión is divided into 115,074,216,100,000 shares, distributed in two
new series of shares, called Series A and Series B. The A Series is composed
for 1,150,742,161 shares and Series B is composed of 115,073,065,357,839
actions. The new Series A shares enjoy the same rights as the current ones
shares of the Company. On the other hand, the new Series B shares, enjoy a
preference to summon meetings of shareholders and have a limited voting right, in the
sense that will not be considered in the vote for the election of the board of directors of the
Society, maintaining full voting rights on all other matters.
As a result of the success of the takeover bid and the effectiveness of the modifications
Statutory referred to above, today has proceeded to the transfer in favor
of Sociedad Transmisora Metropolitana SpA of 686,471,638 Series A shares and
114,410,795,680,602 Series B shares.
457,647,760 Series A shares to Mareco Holdings Corp.
By virtue of the sale being firm and fulfilling its obligations
A change of control of Enel Transmisión Chile S.A. is verified, for which
it ceases to be a subsidiary of Enel Chile S.A. and ceases to be consolidated by it, becoming
to be its new controlling shareholder Sociedad Transmisora Metropolitana SpA.
Finally, it is reported that the share price of dissenting shareholders that
exercised their right to withdraw from Enel Transmisión as a result of the
approval of the creation of the new series of shares, will be paid by Enel
Transmission from that date, as this modification of statutes has assorted its
Effects in accordance with the terms and conditions agreed at the meeting.
Yours faithfully,
pp
A
Francisco Alliende Arriagada
General Manager
Enel Transmisión Chile S.A.
cc. Santiago Stock Exchange
Electronic Stock Exchange of Chile
Central Securities Depository
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=38d98fb7fc9e63860a1fd54ada80cd21VFdwQmVVMXFSWGxOUkZFeVQwUk5NVTVCUFQwPQ==&secuencia=-1&t=1682376108
