ALVARO CLARKE Chairman Chilean Securities and Insurance Commission 29 March 2001 Buenos Aires.

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Presentation transcript:

ALVARO CLARKE Chairman Chilean Securities and Insurance Commission 29 March 2001 Buenos Aires

TENDER OFFERS KEY POINTS TRANSPARENCYANDDISCLOSURE MANDATORY TENDER OFFER CHAIN PRINCIPAL SVS CHILEAN SECURITIES AND INSURANCE COMMISION

TENDER OFFERS KEY POINTS  THE CONTROLLING PREMIUM MUST BE DISTRIBUITED AMONG SHAREHOLDERS  ANY CHANGE OF CONTROLLING INTEREST MUST BE EXECUTED THROUGH A TENDER OFFER MANDATORY TENDER OFFER SVS CHILEAN SECURITIES AND INSURANCE COMMISION

TENDER OFFERS KEY POINTS  When the controlling shareholder has accumulated more than 2/3 of company stock, it must make a tender offer for the remaining shares. This clause seeks to protect shareholders from very high concentrations of property, which may reduce liquidity and therefore confine shareholders. MANDATORY TENDER OFFER SVS CHILEAN SECURITIES AND INSURANCE COMMISION

TENDER OFFERS KEY POINTS  EXCEPTIONS:  When the following conditions exist simultaneously:  Premium below 10% - 15% of the market price (value established annually by the SVS)  Payment is in cash  Stock has minimum liquidity  Primary distribution of the corporation  Mergers EXCEPTIONS SVS CHILEAN SECURITIES AND INSURANCE COMMISION

TENDER OFFERS KEY POINTS  WHEN TAKING CONTROL OF A PARENT COMPANY, BUT ITS SUBSIDIARY REPRESENT 75% OF THE CONSOLIDATE ASSETS, FIRST A TENDER OFFER MUST BE EXECUTED FOR THAT SUBSIDIARY CHAIN PRINCIPAL CHAIN PRINCIPAL SVS CHILEAN SECURITIES AND INSURANCE COMMISION

TENDER OFFERS KEY POINTS  TRANSPARENCY AND DISCLOSURE  Advance public notice of 10 business days shall be required prior to any tender offer  Any "insider" information shall be made publicly available  Shareholders with more than a 10% interest in the company must disclose additional stock purchases and must declare if they are an active or passive investor TRANSPARENCYANDDISCLOSURE SVS CHILEAN SECURITIES AND INSURANCE COMMISION

TENDER OFFERS KEY POINTS  ADR holders have the same rights as ordinary shareholders  Every tender offer must be directed to all shareholders, including ADR holders  ADR holders have withdrawal rights like any other shareholder TRANSPARENCYANDDISCLOSURE SVS CHILEAN SECURITIES AND INSURANCE COMMISION

CONCLUSION  New Capital Market Framework  Market liquidity and efficiency  Protection of the rights of minority investors  Increase investor confidence  Insertion of Chile into the global market  Reduction of the stock discount rate SVS CHILEAN SECURITIES AND INSURANCE COMMISION

CONCLUSION  Strong Chilean economic fundamentals plus a solid framework provide an attractive capital market for global investors SVS CHILEAN SECURITIES AND INSURANCE COMMISION

ALVARO CLARKE Chairman Chilean Securities and Insurance Commission 29 March 2001 Buenos Aires