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HORTIFRUT
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BERRIES FOR THE WORLD EVERY DAY
Hortifrut S.A.
Registration Registry of Securities N* 1096
Santiago, September 20, 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
n? 30, duly empowered by the Board of Directors, reported to the Commission for the Market
Financial (the “CMF”), as an ESSENTIAL FACT of Hortifrut S.A. (“Hortifrut” or the
“Company”), Registration Registry of Securities n* 1096, the following:
As a world leader in the berry market, the Company has a
Business based on the quality of its biological asset. On a recurring basis
Hortifrut evaluates the performance of its plantations, which entails spare parts
varietals and plant deterioration tests. The above aims to,
among others, reach end customers with the best product, optimize the
productivity, increase efficiency and keep asset value up to date.
Following the foregoing paragraph, in the ordinary course of its
Hortifrut business has recognized in the last 12 months deterioration in
plantations for approximately US$55 million, mainly for
varietal replacements by plants of better genetics (the “Deterioration in
Plantations”).
Hortifrut has placed in the market: (a) Series A bonds for UF 1,000,000, with
charge to the 10-year bond line registered with the CMF under No. 933; and (b)
Series B bonds for UF 1,250,000, charged to the 30-year bond line
registered with the CMF under No. 934 (collectively, the “Bonds”).
In the contracts for the issuance of the Bonds (the “Issuance Contracts”) Hortifrut
It has been obliged, among other matters, to maintain a certain ratio between
CC.
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HORTIFRUT
UY
BERRIES FOR THE WORLD EVERY DAY
Adjusted Net Financial Debt and Adjusted EBITDA – as defined in the Contracts
of Emission.
Note 23 (e) to the financial statements as at 30 June
2022 the Company reported compliance with said financial covenant.
However, to this date Hortifrut maintains a discrepancy with the
Representative of the Bondholders (the “RTB”) as to whether the Contracts
of Emission allow that the Deterioration in Plantations can be added to the
calculation of Adjusted EBITDA – as is done with depreciation and
amortization. If the opinion of the RTB prevails, the Company would not comply with
This financial covenant.
This discrepancy is only at the measurement level of Adjusted EBITDA calculation.
The Deterioration in Plantations does not affect the cash flow or the recurring business of the
Company, so it does not affect your ability to meet your obligations
Financial.
The Company is working with the RTB to resolve this dispute and, of
if necessary, request the summons to a meeting of holders of the Bonds
to inform the situation and request the consents and / or modifications that
are required under the Issuance Contracts.
Yours sincerely yours,
Juan Fracio hetenote Cometty
Juan Ignacio Allende Connelly
General Manager
Hortifrut S.A.
Banco de Chile, in its capacity as Representative of Bondholders
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=d148e3f58f8e87103cb37ed3d75ad8c3VFdwQmVVMXFRVFZOUkUweVRYcFpOVTEzUFQwPQ==&secuencia=-1&t=1682376108
