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BERRIES FOR THE WORLD EVERY DAY
Hortifrut S.A.
Registration Registry of Securities N* 1096
Santiago, May 3, 2022
Mrs.
Solange Berstein Jáuregui
President
Financial Market Commission
Av. Libertador Bernardo O’Higgins 1449
Present
Dear Sir or Madam:
In accordance with the provisions of Article 9″ and the second paragraph
of Article 10* of Law No. 18,045, and the provisions of the General Rule
No 30, duly authorized by the Board at its meeting held on this date,
I inform the Commission for the Financial Market, as ESSENTIAL FACT of
Hortifrut S.A. (*Hortifrut”), Registration Registry of Securities n” 1096, the following:
Within the framework of a continuous analysis on the alternatives to expand and
consolidate the strategic position of Hortifrut in the world and given the marking
International character of its current operations – 98% of its sales
occur outside Chile -, the company intends to implement a
Platform that concentrates its activity through a company incorporated in
Ireland (*Hortifrut Ireland”), wholly controlled by Hortifrut.
This is substantially due to the need and opportunity of Hortifrut
to be more directly and closely present in European markets,
Middle East, Africa and Asia where it currently participates and/or hopes to achieve a
Greater growth both in genetics, as well as in production and commercialization of
Berries. Likewise, this platform seeks to give Hortifrut a corporate structure
to facilitate possible access to international stock markets in the future
of equity and debt.
The implementation of this platform would materialize through a
corporate reorganization that involves the transfer of local subsidiaries and
international awards from Hortifrut to Hortifrut Ireland (the “Corporate Reorganization”),
keeping the first the array character that concentrates the property
indirect of operations and the final destination of flows.
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As it is a matter governed by Article 67 No 9 of the Law on
Corporations, the shareholders of Hortifrut, gathered in a meeting
extraordinary, they must know and pronounce on the Reorganization
Corporate. To this end, the Board agreed to propose and recommend the
Corporate reorganization to shareholders and resolved to summon said meeting
extraordinary shareholders for May 19, 2022.
The approval of the Corporate Reorganization will give the right of withdrawal to the
Shareholders. The Board has decided not to set a maximum exercise threshold
that makes the operation not go ahead, but in front of a relevant exercise
on the part of the shareholders, reserves the right to reassess the desirability
of the operation for Hortifrut and eventually appoint a new board
extraordinary shareholders to reconsider the agreement that motivates the right
of withdrawal.
They shall have the right to participate in the extraordinary meeting of shareholders, and to exercise
In it its right to speak and vote, the holders of shares registered in the Registry
of shareholders at midnight on May 13, 2022.
Hortifrut will publish the summons notices and put the other background to
disposal of shareholders in the terms and deadlines established by the Law on
Corporations.
At this date, it is not possible to determine the financial effects of the
Corporate Reorganization may have on the assets, liabilities or results of
Hortifrut. The company will maintain the Commission for the Financial Market
duly informed of any relevant developments occurring in relation to
the facts it reveals.
Yours sincerely yours,
John Tpracio Aetenote Cometty
Juan Ignacio Allende Connelly
General Manager
Hortifrut S.A.
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=b54c96164260a1c8762fa44f1eac1ddeVFdwQmVVMXFRVEZOUkVVelRYcEpNazVCUFQwPQ==&secuencia=-1&t=1682376108
