ESSENTIAL FACT
Hortifrut S.A.
Registration Registry of Securities N* 1096
Santiago, December 16, 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, I inform the Commission for the Financial Market, as
ESSENTIAL FACT of Hortifrut S.A. (“Hortifrut”), Registration Registry of Securities n*
1096, as follows:
+ With this date, the controlling group! of Hortifrut (the “Controlling Group”), owner
of 53.82% of the share capital, has informed the company that it has subscribed
an English-language contract called an Investment Agreement with 14602889
Canada Inc., a company affiliated with the pension fund administrator
Canadian Public Sector Pension Investment Board (“PSP Investments”), in
by virtue of which PSP Investments has undertaken to launch, directly or through
of an affiliated company, a takeover bid (“takeover bid”),
in the following terms:
o Price: US$1.63 (one comma sixty-three US dollars
of America) per share.
o Condition of success: Usual for this type of transactions, including
receipt of acceptances that, added to the 4.88% that PSP Investments
currently maintained in the company, allow you to achieve at least, the
36% of the company’s share capital.
o Obligation not to sell: The Controlling Group has been obliged to sell
in the takeover bid 3.72% of its participation and to maintain the rest, so that
1 As reported in Hortifrut’s integrated memory.
BERRIES FOR THE WORLD EVERY DAY
that, if the takeover bid is declared successful, its participation will reach
50.1% of the company’s shares.
o Proratata: There is none. The takeover bid will be addressed to all shareholders
of the company, offering to buy 100% of the shares, so
that, if all shareholders agree to sell, PSP Investments could
reach 49.9% of the company’s shares.
o Delisting: Subject to the successful declaration of the takeover bid, it is the intention of the
parts that Hortifrut ceases to be an open limited company and
proceed to cancel your registration in the Securities Registry and delist it
of local stock exchanges.
The Investment Agreement contains closing conditions, obligations to
and not to make between signature and closing, and representations and warranties, all customary to
transactions of this nature.
The launch of the takeover bid by PSP Investments is subject to
Customary precedent conditions for such transactions including,
Among others, the following: (i) that regulatory authorizations are obtained in
the applicable jurisdictions, and (ii) the approval and implementation of a
reform of Hortifrut’s bylaws, dividing the share capital into two series
of shares, so as to enable PSP Investments to comply with laws that
Apply.
The parties expect the closing of the transaction to materialize within the
First quarter of 2023.
Contemporaneously, but with effect only if the takeover bid is successful, the Group
Controller has signed an English-language contract with PSP Investments
called Shareholders Agreement that regulates, as long as both parties are
holders of at least 35% of the share capital, the corporate governance of
Hortifrut and the transfer of shares. The terms and conditions more
Relevant are:
o Corporate governance:
“= Reserved matters are established that will require agreement
mutual of the parties to be implemented.
= The parties have agreed on the number of directors that each of
they will have the right to choose, keeping the Controlling Group the
Ma
A
HORTIFRUT
one
Right to elect a majority of the Board of Directors. In addition, one of the
directors must be independent.
= The chairman of the board, who has no casting vote, will be
designated by the Controlling Group:
o Transfer of shares:
“= Lock-Up: With certain exceptions, the parties assume a
prohibition of sale of its shares for a period of one year from
the end of the takeover bid.
“= ROFO: Before you can transfer your shares to a third party, a
party must comply with the right of first offer in favor of the
another part.
“= Tag Along — Drag Along: Both the right and the
obligation to join the sale, in case of the total transfer of
the shareholding of a party to a third party.
= Re-IPO: Five years after the end of the takeover bid,
either party may, subject to compliance with
certain financial conditions and parameters, require that the
company is listed on a stock exchange of recognized prestige.
= Put Option:
e For a period of three years after the expiry of the
lock-up, the Controlling Group will have the right, but not the
obligation, to sell to PSP Investments shares of
Hortifrut.
e The foregoing is subject to the limitation that by the sale the
Grupo Controller does not lower its 35% stake in the
share capital. Also, this liquidity option will be
subject to a maximum investment amount committed by
PSP Investments of US$660 million, which is distributed
between (a) the takeover bid, (b) subsequent acquisitions in shares
of Hortifrut, and (c) the put option. Yes PSP Investments
concurs with future capital increases, such as
Subscriptions will also be charged against the total limit of
investment.
Ma
Roy
HORTIFRUT
oops
BERRIES FOR THE WORLD EVERY DAY
e The sale price of the shares affected by the option does not
is guaranteed, and will be the price determined by the parties
with the assistance of two or more external appraisers.
e In the event that the Controlling Group decides to exercise this
right, the other shareholders may join the sale,
Subject to the same terms and limitations as above.
With this date, the reservation of communications that
were sent as an Essential Fact Reserved on July 21, 8
November and December 6 of this year, the content of which is recast in the transaction
which is reported in this communication.
Without prejudice to the non-quantifiable positive effects that a
investor in the category of PSP Investments significantly increases its
participation in the company, at this date it is not possible to determine the effects
financial results that the transaction 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.
Without a paticular ether, he greets you sincerely,
an |gnario Allende| Cornelly
Geérerjte General
Hortifrut SLA.
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=83582f532959333cbde846f43d8f3748VFdwQmVVMXFSWGxOUkZFelQxUkpNVTVCUFQwPQ==&secuencia=-1&t=1682376108
