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ESSENTIAL FACT
Company name: Soprole Inversiones S.A.
Registration Registry of Values N*: 1.071
UK: 76.102.955-K
Santiago, November 17, 2022
Gentlemen
Financial Market Commission
Av. Libertador Bernardo O”Higgins N* 1449, 1st floor
Santiago
Present
From our consideration:
In accordance with the provisions of Articles 9 and 10 of Law No. 18,045 on the Market of
Values and section II of General Standard N? 30 of this Commission, duly
empowered, I come to inform you, as an essential fact, of the following:
1. As of today, Fonterra Investments Pty Ltd. and Fonterra (International) Limited (hereinafter,
collectively, the “Sellers” or “Fonterra”), final controllers of Soprole Inversiones
S.A. (hereinafter, the “Company”), signed a share purchase agreement in
English language referred to as the “Share Sale Agreement” (hereinafter, the “SSA”), by means of which
the Sellers were obliged to sell, assign and transfer to Gloria Foods – JORB S.A. (in
hereinafter referred to as the “Buyer”), 100% of the shares of New Zealand Milk (LATAM) Ltd.
(“NZML””, the remainder of the shares of Inversiones Dairy Enterprises S.A. (“IDESA”” and the
remainder of the social rights of Dairy Enterprises (Chile) Limitada (“DECLA”).
Soprole
Since 1949″
SOPROLE S.A.
Avda. Vitacura 4465, CP 7360290. Santiago, Chile
Phone: (+562) 2436 5000
Fax: (4562) 2367 9347
www.soprole.cl
Without further ado, greetings sincerely
In addition to the purchase and sale of shares, the operation considers the repayment of a credit
owed to Fonterra.
The divestment process comprises several transactions for a total amount of CLP591.07
Billion. The final price will reflect capital gains taxes, capital adjustment of
work, costs associated with exchange rate coverage, and other costs associated with
transaction, according to the terms and conditions of the SSA.
According to the terms and conditions established in the SSA, the closing of the operation will be
is subject to the fulfillment of usual conditions for this type of operations, among the
that they are (i) authorized by the competition authorities in Chile,
and (ii) the launch by the Buyer of an outright and irrevocable public offering.
of all the shares of the Company which are not owned by Fonterra, in the
terms established in Article 199 et seq. of Title XXV of Law No. 18,045 of
Stock Market. Fulfillment of suspensive conditions is expected within a
Term of six months.
Gustavo Rencoret’Mujica
Legal and Corporate Affairs Manager
Soprole Inversiones S.A.
Dc. Santiago Stock Exchange.
Electronic Stock Exchange of Chile.
Sopr
ole
Since 1949″
(T-shirt)
and
SOPROLE S.A.
Avda. Vitacura 4465, CP 7360290. Santiago, Chile
Phone: (+562) 2436 5000
Fax: (+562) 2367 9347
www.soprole.cl
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=f119a93672be395bdf5fbec10fc5cef9VFdwQmVVMXFSWGhOUkZGNlQwUkJkMDFCUFQwPQ==&secuencia=-1&t=1682376108
