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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 No. 18,045 on the Securities Market (the “LMV”) and the General Standard
N*30 of the Commission for the Financial Market, duly empowered and in
representation of Enel Transmisión Chile S.A. (the “Company”), I come to inform the
next:
The Board of Directors, in an extraordinary meeting held on the same date, has agreed to
submit the operation to the Extraordinary Shareholders’ Meeting for consideration
consisting of the granting by the Company of real and personal guarantees with the
object of guaranteeing obligations of the parent company Sociedad Transmisora Metropolitana SpA
(“STM”) under (i) an English-language credit agreement, subject to the law of the State of
New York of the United States of America, signed on November 22,
2022 by STM with a set of local and foreign financial institutions (the
“Credit Agreement”), (ii) an agreement to open a credit line for the issue
letters of credit, (iii) derivative contracts, and (iv) a series of documents from
financing ancillary to the Credit Agreement; to finance the acquisition of
shares of the Company under the tender offer made
in accordance with the provisions of Title XXV of the LMV, whose result was reported
through the publication of a notice in the electronic newspapers La Nación and El Líbero on
December 9, 2022, as well as the payment of fees, commissions, costs and expenses
related to the aforementioned financing and the materialization of the acquisition, certain
operational costs and other general corporate purposes.
In view of the fact that STM has the character of parent entity and related to the Company,
the granting of the guarantees would be a related party transaction,
therefore, it must undergo the examination and approval process contemplated in the
Title XVI of Law N*18.046 (the “LSA”), pursuant to Article 146(1) thereof,
in relation to Article 100(b) of the LMV and Article 86 of the LSA. Of
in accordance with the provisions of number 4) of article 147 of the LSA, taking into account the
fact that all the members of the Board of Directors of the Company are
in the event of directors with an interest in the operation because they have been elected with the
STM votes, it is not feasible for the Board of Directors to agree on the operation, which must be
approved at a Shareholders’ Meeting specially cited for this purpose, with the vote
favorable of at least two thirds of the shares issued by the entitled Company
to vote.
In addition, the operation, in the terms proposed, configures the situation described in the
number 11) of article 67 of the LSA, that is, the granting of security interests or
personal to guarantee obligations of third parties, exceeding 50% of the assets of
the Society.
The Board of Directors also agreed to propose to the Shareholders’ Meeting to modify the
Articles of association, in relation to the name of the Company, number of
members that make up its Board of Directors, including the position of Vice President and
elimination of those transitory articles that have lost their opportunity or
validity.
In the context of the above, the Board of Directors agreed:
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rule on the matters required by the LSA in relation to the transaction; and
(ii) To call an Extraordinary Shareholders’ Meeting (the “Meeting”) for December 30
of 2022, at 10:00 am, at Avenida Isidora Goyenechea 3621, 3rd floor, commune
of Las Condes, in order to know and pronounce on the following matters:
1. To amend the first article of the statutes, relating to the name of the Company,
so that it is renamed “Sociedad Transmisora Metropolitana”
II S.A.”;
2. To amend Article Eight of the Statutes, relating to the administration of the
Society, in order to increase the number of members that make up its
Board of Directors, from five to eight members;
3. If the subject of numeral 2 is approved. precedent, proceed to the election
of the new members of the Board of Directors;
4. To amend the tenth article of the statutes, relating to the constitution of the
Directory, and others that may be relevant, in order to incorporate the
position of Vice Chairman of the Board of Directors and the Company, replacing the Chairman
in their absence;
5. Eliminate those transitory articles that have lost their opportunity or
validity;
6. Approve, within the framework of the provisions of Title XVI of the LSA, and in accordance with
with Article 67 N*%11) of the same legal body, the transaction with parts
related consisting of the granting by the Company of security rights and
personal in order to guarantee obligations of the parent company
Transmisora Metropolitana SpA (“STM”) under (i) a language credit agreement
English, subject to the law of the State of New York of the United States of America,
subscribed on November 22, 2022 by STM with a set of
local and foreign financial institutions (the “Credit Agreement”), (ii) a
Agreement for the opening of a line of credit for the issuance of letters of credit, (III)
derivative contracts, and (iv) a series of financing documents
accessories to the Credit Agreement; in the context of the acquisition of shares of
the Company under the tender offer made in accordance with
to the provisions of Title XXV of the LMV, the result of which was reported by
the publication of an advertisement in the electronic newspapers La Nación and El Líbero on the 9th
of December 2022, as well as the payment of fees, commissions, costs and expenses
related to the aforementioned financing and the materialization of the acquisition,
certain operational costs and other general corporate purposes.
If the granting of the aforementioned guarantees is approved, the respective agreement of
the Meeting will give the right of withdrawal to dissenting shareholders under the terms of the
Article 69 N*4) of the LSA and other laws and regulations, which may
be exercised by the dissenting shareholders within 30 days
from the Board;
7. Designate a new newspaper for the publications to be made by the Company,
replacing the one currently designated;
8. In general, adopt all other necessary agreements OR
convenient for the materialization of the decisions resolved by the Board.
They shall have the right to participate in the Meeting, and to exercise their right to speak and vote in it,
holders of shares registered in the Register of Shareholders at midnight on
fifth working day preceding the day of its celebration, i.e. registered at midnight on
December 24, 2022.
The shareholders may obtain copies of the documents on which the
matters on which they must pronounce in the Meeting, as of December 14
of 2022, on the Company’s website,
https://web.gruposaesa.cl/inversionistas/juntas-ordinarias-y-extraordinarias.
Among these documents, the evaluator’s report will be available
independent. For their part, Directors’ views on the proposed transaction
shall be made available to shareholders, on the same website, as soon as
are received by the Company and, in any case, within the period established in article
147 of the LSA.
The notices of convocation will be published in the newspaper El Mercurio of Santiago the
December 14, 21 and 28, 2022.
Yours faithfully,
y
¡2
And
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=f658c6076735efe8d7ad7ba6480bee56VFdwQmVVMXFSWGxOUkZFeVQwUk5NVTlSUFQwPQ==&secuencia=-1&t=1682376108
