ESSENTIAL FACT
Registration Registry of Values N*1152
Santiago, August 23, 2022
Mrs.
Solange Berstein Jáuregui
President
Financial Market Commission
Present
Ref.: Essential Fact
Dear Sir or Madam:
In compliance with the provisions of articles 9% and 10% second paragraph of the Law
N*18.045 on the Securities Market and in General Standard N*30 of that
Financial Market Commission, duly empowered by the Board of Directors of Vivo SpA
(“Vivo” or the “Company”), formerly known as Vivocorp SpA, I communicate to you in my capacity as
Essential Fact, which in compliance with the terms and conditions of the Agreement of
Judicial Reorganization of the Company, approved by the Deliberative Meeting of Creditors of the
Company held on December 23, 2021, and the amendments that, to its
In this respect, they have been agreed from time to time (hereinafter, in conjunction with the agreement of
reorganization of Inversiones Terra SpA, the “Reorganization Agreement”), have been
Implemented the following agreements:
(i) Division of the Company. By public deed dated August 22, 2022, granted
in the Notary of Santiago of Don Francisco Javier Leiva Carvajal, the division was agreed
of the Society, which was renamed “Vivo SpA”, and retaining the latter
All businesses, assets and liabilities related to the real estate business of
Alive. The new company born from the division was called “Nueva Corp SpA”, a
which was assigned those assets and liabilities not linked to the line of business
of Vivo agreed in the Reorganisation Agreement and which, pursuant thereto, will be
would assign Inversiones Terra SpA, former controller of the Company.
(ii) Live Capital Increase. With this date, and in accordance with the terms of the Agreement
of Reorganization, the Investment Fund Asset Rentas Comerciales Vivo (the
“Fondo Rentas Comerciales”), administered by Asset Administradora General de
Fondos S.A., subscribed and paid all Series B shares issued by Vivo,
representing 50.5% of the total subscribed and paid shares of the Company.
(iii) Vivo Subordinated Credit Agreement. With the same date and in accordance with the
Under the terms of the Reorganization Agreement, the Commercial Revenue Fund granted a
subordinated loan to Vivo in the amount of UF349,900, to be documented at
time of disbursement into a promissory note, convertible into 349,900 Series C shares of
Alive.
(iv) Division of Terra SpA Investments. By public deed dated August 23,
2022, granted at the Notary of Santiago of Don Francisco Javier Leiva Carvajal,
divided the company Inversiones Terra SpA, former controller of the Company,
as a result of which, Inversiones Terra SpA retained its ownership of the shares.
in Nueva Corp SpA, born from the division of the Company as mentioned in
Paragraph (1) precedent. The new company born from the Inversiones Terra division
SpA was called “Nueva Terra SpA”, to which the total participation was assigned.
shares held by Inversiones Terra SpA in Vivo, corresponding to 98
Series A shares, representing 49.5% of the total number of shares subscribed and
paid from Vivo and liabilities agreed to in the Reorganization Agreement.
(v) Transfer of ownership of Nueva Terra SpA. By private instrument of
this same date, and in accordance with the provisions of the Judicial Reorganization Agreement
of Inversiones Terra SpA, approved by the Deliberative Meeting of Creditors of said
company held on January 19, 2022, the Commercial Income Fund
acquired from Matriz Terra SpA all shares with political rights in Nueva
Terra SpA and, as a result, came to control that company.
(vi) Change of Control. Proceeds of the acts and contracts referred to above, the
Commercial Income Fund, managed by Asset Administradora General de
Fondos S.A., owns 100 Series B shares and, indirectly, through Nueva
Terra SpA, with 98 Series A shares, representing 50.5% and 49.5%,
respectively, of the total number of subscribed and paid voting shares
of Vivo and is therefore the new controller of Vivo.
Likewise, as a result of the subscription and payment of the Series B shares issued by
The number of directors of Vivo was reduced from 6 to 5 members. In meeting
extraordinary meeting of shareholders of the Company, held on the same date and with
After the conclusion of the acts and contracts described above, we proceeded
to the total renewal of the board of directors of Vivo, appointing as new directors of the
Society to Messrs. Georges De Bourguignon Arndt, Gonzalo Fanjul Domínguez, Felipe
Swett Lira, Felipe Joannon Vergara and Francisco Ugarte Larraín. In directory session
extraordinary meeting of the Society, celebrated on the same date, was appointed as President
of the directory of Vivo to Mr. Georges De Bourguignon Arndt.
Yours very sincerely,
Rodrigo De Diego Calvo
General Manager
Vivo SpA
Vitacura
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=f4aab0bd52d43b911a8ce4dfd4c81571VFdwQmVVMXFRVFJOUkUxNVQxUnJNRTFuUFQwPQ==&secuencia=-1&t=1682376108
