Mrs,
Santiago, May 11, 2023
ESSENTIAL FACT
COMPANIES LA POLAR S.A.
Solange Berstein Jáuregui
President
Financial Market Commission
Av. Libertador Bernardo O’Higgins 1449
Santiago
From our consideration:
Duly authorized by the Board of Directors of Empresas La Polar S.A. (the “Company”), pursuant to the provisions of Article 9 and the second paragraph of Article 10 of Law No. 18,045, and Section II, paragraph 2.2 of General Rule No. 30 of the Financial Market Commission, I hereby inform you of the following essential fact regarding the Company:
1.
On May 10, 2023, an extraordinary meeting of the Company’s Board of Directors was held at which it was agreed to call an extraordinary meeting of the Company’s shareholders (hereinafter, the “Meeting”) to be held on May 31, 2023, at 9:00 a.m., at the auditorium of the Santiago Stock Exchange, located at La Bolsa No. 70, 4th floor, commune and city of Santiago, Metropolitan Region.
The following matters will be submitted to the consideration of the shareholders at the Meeting:
a) Report the greater or lesser value produced in the placement of the shares of the last capital increase of the Company, and acknowledge any modification that has occurred in the capital stock in accordance with the provisions of Law 18,046 on Corporations, its Regulations and/or the applicable provisions.
b) To report the business agreement (the “Business Agreement”) reached with AD Retail (“AD Retail”), communicated as a material event on April 28, 2023.
In order to initiate compliance with the Business Agreement, it will be proposed to increase the capital of the Company by up to $34,976,000,000, which will be materialized through the issuance of 3,200,000,000 paid-in shares, at a placement price of $10.93 per share, or such other terms and amounts as may be determined by the Meeting (the “Capital Increase”).
The Capital Increase would occur without the prior capitalization of retained earnings and/or reserve funds, and will be subject to the conditions precedent consisting of obtaining the regulatory approvals required for compliance with the Business Agreement, both from the Financial Market Commission and the National Economic Prosecutor’s Office, as well as such other terms and conditions as may be agreed by the Board.
With respect to the use of the funds to be obtained in connection with the Capital Increase, they will be used for the following purposes: (a) the payment of the cash price of the purchase and sale of the shares issued by AD Retail currently owned by (i) the companies SETEC SpA, Inversiones Baracaldo Limitada and Inversiones Allipen Limitada; and (ii) the other shareholders of AD Retail that in the future would like to sell their shares (and the shares of its subsidiaries, which AD Retail does not directly or indirectly own and which belong to the shareholders of AD Retail and/or its subsidiaries). For these purposes, the price of the aforementioned purchase and sale would amount, as of this date, to an amount equivalent to a range between $15,000,000,000,000 and $17,000,000,000,000 (such amount taking into consideration 100% of AD Retail shares), and (b) to have funds to implement the Business Agreement, prepay financial debt and strengthen the Company’s financial business.
d) If the Capital Increase is approved, amend the Fifth and First Transitory Articles of the Company’s bylaws to adapt them to such resolution.
e) To report on transactions with related parties under Article 146 and following of Law No. 18,046 of the Corporations Law; and
f) Adopt all other resolutions that may be necessary or convenient to legalize, materialize, give effect to and complement the resolutions adopted by the Board in relation to the matters indicated above, as well as the granting of the pertinent mandates to give effect to such resolutions.
If the Capital Increase is approved, the Company’s controlling shareholders (i.e., Rentas VC Limitada, Rentas ST Limitada and Inversiones Baguales Limitada) and other shareholders have expressed their commitment to waive their pre-emptive subscription rights in order to allow existing AD Retail shareholders to subscribe for shares of the Company issued in connection with the Capital Increase.
The notices convening the Meeting will be published in the electronic newspaper “La Nación” on May 19, 20 and 21, 2023.
As of this date, it is not possible to determine the financial effects that the Agreement may have on the Company’s assets, liabilities or results of operations. The Company will keep this Committee duly informed of all relevant developments in relation to the facts disclosed.
Yours sincerely yours,
Manuel Vial Claro
Vice President
Empresas La Polar S.A.
Link to the file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=baa67b39b55babe09d095930b440eefeVFdwQmVVMTZRVEZOUkVsM1RsUk5NVTVuUFQwPQ==&secuencia=-1&t=1684118761
