ESSENTIAL FACT
COMPANIES LA POLAR S.A.
Santiago, April 28, 2023
Mrs. Solange Berstein Jáuregui
Financial Market Commission
Av. Libertador Bernardo O’Higgins N°1449
Santiago
From our consideration:
On behalf of Empresas La Polar S.A. (hereinafter, the “Company”), by virtue of the provisions of Article 9 and the second paragraph of Article 10 of Law No. 18,045 on the Securities Market, and numeral 2.2 of Section II of General Standard No. 30 of the Financial Market Commission, Being duly empowered by the Board of Directors, I hereby inform the following as an essential fact:
On this date, the Company and AD Retail S.A. (hereinafter, “AD Retail” and jointly with the Company, the “Companies”), entered into a document called the Business Agreement (the “Agreement”), by virtue of which the parties expressed their reciprocal interest in exploring alternatives for the integration of their businesses, to take advantage of synergies of the retail business that are beneficial to them, its collaborators and shareholders, and the strengthening of their financial business.
Subject to the terms and conditions stated in the Agreement:
1. The Company undertakes to implement a capital increase (the “Capital Increase”) in which, after the shares are offered preferentially to its shareholders, the remainder of said shares will be offered to the shareholders of AD Retail (who have been obliged to carry out the Sale defined below), subscribing and paying in cash and in cash shares remaining from the Capital Increase; and (11) with the proceeds under the Capital Increase, the Company will purchase all shares of AD Retail (and its subsidiaries, which AD Retail does not directly or indirectly own and which are owned by the shareholders of AD Retail and/or its subsidiaries) which they currently own. (a) the companies SETEC SpA, Inversiones Baracaldo Limitada and Inversiones Allipen Limitada (the “AD Retail Shareholders”), and (b) other shareholders of AD Retail who joined the transaction; hereinafter, the sale of shares described, the “Sale”); or
In support of the above, implement another form of integration of their businesses that the Companies determine by mutual agreement.
The integration of the businesses also considers the integration of the subsidiaries of the Companies that develop the business of issuing payment cards.
Additionally, the Agreement contemplates that together with the integration of the businesses, (i) the capitalization by AD Retail Shareholders of subordinated claims existing in AD Retail and (ii) the restructuring of the Companies’ debts (the “Debt Restructuring” and in conjunction with the integration of the businesses, the “Operation”).
During the 90-day period from this date, the Companies agree to implement the Operation in the best possible way, based on the convenience of the Companies, and to have the support agreements to be signed by the shareholders of the Companies. Also, in the shortest possible time, (a) the Companies shall agree on a procedural agreement for the implementation of the Transaction, (b) The AD Retail Shareholders and the controlling Shareholders of La Polar will negotiate a Shareholders’ Agreement in the company continuing the integration of the businesses, and (c) the Companies shall have the right to conduct a legal, accounting, tax, financial and operational review of the other party, as well as its subsidiaries, or in which it has relevant investments.
The Operation will be subject to the approval of the National Economic Prosecutor’s Office, the Commission for the Financial Market, as well as obtaining the applicable third-party consents.
Once the Operation is carried out, the AD Retail Shareholders and the controlling shareholders of La Polar would have the same percentage of the value of the consolidated business, understood as the integration of the businesses that each Company currently develops independently in the Company.
The Board of Directors of the Company, by the unanimity of the attendees, agreed to initiate the process of delivering information to AD Retail in order to initiate the Operation.
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.
Without further particular, the
Manuel José Vial Claro
Vice Chairman of the Board
Empresas La Polar S.A.
Link to the file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=6ef62c2488d19291d6f9deb53eff0acaVFdwQmVVMTZRVEJOUkVVMFRrUk5lRTFuUFQwPQ==&secuencia=-1&t=1684470982
