Santiago, March 30, 2023
Gentlemen
Financial Market Commission
Present
Ref. : Communicates Essential Fact indicating
From our consideration,
By means of the present, and in accordance with the provisions of Articles 9 and 10 of Law No. 18,045
of the Securities Market and the provisions of General Rule No. 30 of the Commission for
the Financial Market, we communicate as an ESSENTIAL FACT the following:
At an Extraordinary Meeting of the Board of Directors of Primus Capital S.A. (hereinafter, the “Company” or
“Company”) held yesterday, attended by all the directors of the
Company, a report of the internal audit area was released, which had been put in
knowledge of the Chairman of the Board on March 28, 2023, in which
Some findings that account for certain factoring operations that would be supported
with bank cheques that may not be genuine documents, in the case of
possible forgeries. The total value of these documents amounts to MMS$5,600.-
approximately.
The audit report also reports a degree of uncertainty regarding the viability.
collection of part of the Company’s portfolio, which could preliminarily reach 11% of the
stock of placements, which would be related and/or linked to the finding of the instruments
referred to above. The report states that a detailed analysis of the portfolio is ongoing, and
the guarantees associated with it, and the review of the corresponding collection processes.
By virtue of the solid trajectory of more than eight years that the Company has, the strong
commitment of its shareholders to its growth, and its interest in continuing to promote the
Development of all its businesses, the Board of Directors unanimously agreed:
1. Propose to the shareholders of the company to make a capital increase of MMS$5,600.-
payable in cash within a maximum of one week from the date of its
approval. With this, the shareholders of Primus Capital will give an account of their commitment and
patrimonial support with the Company.
2. Propose to the shareholders of the Company to acquire that part of the portfolio of placements
that may present manifest non-viability of collection, through a purchase that is estimated
could reach approximately 11% of the Company’s stock of placements, which
will be payable in cash, considering the result of the exhaustive portfolio analysis
aforementioned.
3. To empower the director Mr. Eduardo Guerrero Núñez to represent the Company and
materialize the aforementioned operations in case they are approved by the shareholders, the
which must be specified at the highest value between market conditions and the net value of
that portfolio represented in the EEFF at that date; The above in the spirit of guaranteeing the
improved financial situation of the Company.
4. Additionally, it was agreed to evaluate the possibility of generating a purchasing power by
of the shareholders, of the public offering instruments of Primus Capital S.A.,
considering the points of purchase and sale of such instruments, prior to disclosure
of this Essential Fact.
5. To call an Extraordinary Shareholders’ Meeting for March 30, 2023, at 5:45 p.m.
for shareholders to decide on the points contained in points 1 and 2
Precedents.
Likewise, the board of directors agreed by the majority of its members, and with the sole abstention of the director.
Mr. Juan Eduardo Coeymans Avaria, temporarily suspend in the exercise of his duties to the
Corporate General Manager, and the Corporate Commercial Director of the Company, to facilitate the
ongoing investigation, and to appoint to the exercise of both positions, as Vice-President
Executive, to Mr. Eduardo Guerrero Núñez with full faculties.
In this way, the board states that once the facts in question were detected, they were adopted from
quickly all the corresponding decisions to ensure the normal development of the
business of the Company, with full support of the Company’s shareholders, who stated
his strong commitment to it.
Sincerely yours,
Digitally signed by Raimundo Andrés
Valenzuela Lang
i A DN: C=CL, O=E-Sign S.A., OU=Terms of use at
Raimundo Andrés pri ccmgaczos citen
Valenzuela Lang Fazón: I am the author of this document
Date: 2023.03.30 18:05:51-0300
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Raimundo Valenzuela Lang
Chairman
Primus Capital S.A.
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=f59890bda68aa1901373286f62c4a68cVFdwQmVVMTZRWHBOUkVWNlRsUm5kMDlSUFQwPQ==&secuencia=-1&t=1682376108
