Enel Chile S.A.
Open Joint Stock Company
Registration Registry of Securities N°1139
Santiago, December 9, 2022
Ger. Gen No. 025/2022
Mrs. Solange Berstein Jáuregui
Chairman
Financial Market Commission
Present
REF: COMMUNICATES 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 and General Standard No. 30 of the Commission for the Financial Market (CMF), duly authorized and on behalf of Enel Chile S.A. (Enel Chile), I come to inform the following:
As communicated by essential event of July 28, 2022, on that date Enel Chile entered into a contract called “Stock Purchase Agreement”, by virtue of which it agreed to sell to Sociedad Transmisora Metropolitana SpA (a company controlled 100% by Inversiones Grupo Saesa Limitada), all of the shares it owns issued by Enel Transmisión Chile S.A. (the “Sale”), equivalent to 99.09% of the latter.
The closing of the sale and the transfer of shares of Enel Transmisión Chile S.A. was subject to the fulfillment of certain usual conditions for this type of operation, of which the main ones are: i) the approval of the operation by the National Economic Prosecutor’s Office in accordance with the provisions of D.L. 211 of 1973, which was obtained on October 21, 2022 in pure and simple form, that is, free of all conditioning and ii) the buyer’s declaration of success of a takeover bid for all the shares of Enel Transmisión Chile S.A. On November 6, Sociedad Transmisora Metropolitana SpA and Mareco Holdings Corp. published the notice of commencement of the Public Tender Offer for Enel Transmisión Chile S.A., which began on November 7, 2022 and expired on December 6, 2022. As of today, the notice of results of the takeover bid has been published, declaring the success of the same.
Once the aforementioned suspensive conditions have been met, the Sale and Purchase are firm today, as well as the statutory reforms approved by an extraordinary meeting of Enel Transmisión Chile S.A. held on October 27, 2022, through which the share capital was divided into two classes of shares.
As a result of the above, on this same date Enel Chile has received the purchase price, which amounts to USD 1,399 million for 99.09% of the capital of Enel Transmisión Chile S.A. Likewise, Enel Chile has received, also on this same date, the payment of the debts that Enel Transmisión Chile S.A. maintained with it for the amount of 172,369,859,417 Chilean pesos.
By virtue of the fact that the Sale is firm and its main obligations are fulfilled, a change of control of Enel Transmisión Chile S.A. is verified, whereby it ceases to be a subsidiary of Enel Chile S.A. and ceases to be consolidated by it, becoming its new controlling shareholder Sociedad Transmisora Metropolitana SpA.
The execution of the Sale has a positive effect on Enel Chile’s consolidated net result of approximately USD 760 million in 2022.
Yours faithfully,
CSS)
Fabrizio Barderi
General Manager
Enel Chile S.A.
Cc. Central Bank of Chile
Santiago Stock Exchange.
Electronic Stock Exchange of Chile.
Banco Santander Santiago – Bondholder Representatives.
Central Securities Depository
Risk Classification Commission.
Link to the file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=c9af220b11ce30621136d76e9d25c7c1VFdwQmVVMXFSWGxOUkZFeVQwUkpOVTlCUFQwPQ==&secuencia=-1&t=1682376108
