GLOBAL
FINANCIAL SOLUTIONS
Santiago, May 15, 2023
Mrs. Solange Berstein
Financial Market Commission
Present
Ref. Communicates Essential Fact.
Madam President:
In my capacity as Chief Executive Officer of Global Soluciones Financieras S.A. (the “Company”), registered under No. 1,191 in the Securities Registry of the Financial Market Commission (“CMF”), and duly authorized, in accordance with the provisions of Article 9 and paragraph 2 of Article 10 of Law No. 18,045 of the Securities Market Law, and General Rule No. 30 of the CMF, I hereby inform you of the following as a material fact:
The Company has learned that on May 11, 2023, a Memorandum of Understanding was entered into between all of the Company’s current shareholders, namely Inversiones Pirque Limitada, Inversiones El Olivo SpA, Asesorías e Inversiones Las Ermitas S.A., Inversiones Maca SpA, Inversiones Pucón SpA, Inversiones La Parva SpA, Inversiones Santa Emilia S.A., Inversiones San Diego SpA, Inversiones Santa Isidora SpA and Fondo Inversion Privado Mater Global (the “Fund”) (the “Current Shareholders”); and potential new investors (the “Potential Future Shareholders”) (the “Potential Future Shareholders”) (the “Fund”), Inversiones San Diego SpA, Inversiones Santa Isidora SpA and Mater Global Private Investment Fund (the “Fund”) (the “Current Shareholders”); and potential new investors (the “Potential Future Shareholders”) and jointly with the Current Shareholders, the “Parties”), whereby it was agreed as follows:
To express the intention of the Current Shareholders to increase the Company’s capital. Potential Future Investors have also expressed their interest in evaluating the option of contributing capital to the Company. The Parties have established that the capital increase should be in the amount of $20,000,000,000 (twenty billion pesos) (the “Capital Increase”), which will be paid in cash. In turn, they have established the commitment to negotiate within 60 days from this date, the terms and conditions of such Capital Increase, without prejudice to adopting all the necessary measures so that it is subscribed and paid as soon as possible.
2. The Capital Increase is subject to the following conditions, which are customary for this type of operation: (i) a commercial, financial, accounting, tax and legal due diligence process of the Company; (ii) the obtaining of new debt and the restructuring of the bonds and a syndicated loan to which the Company is a debtor; (iii) the negotiation of a stockholders’ agreement and such other acts and contracts as may be required to perfect the Capital Increase; and (iv) obtaining the necessary authorizations and approvals. In addition, the Fund must first hold a meeting of contributors to approve contributions and attendance at the Capital Increase.
Yours sincerely yours,
Juan Sebastian Garib Zalaquett
General Manager
GLOBAL FINANCIAL SOLUTIONS S.A.
Link to the file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=d20758e44c05227d2fc35faf88432456VFdwQmVVMTZRVEZOUkVsM1QxUlpkMDlCUFQwPQ==&secuencia=-1&t=1684245602
