ADMINISTRADORA DE FONDOS DE PENSIONES

Transcription

FREE TRANSLATION INTO ENGLISH—FOR INFORMATIONAL PURPOSES ONLY
PROSPECTUS
TENDER OFFER FOR SHARES
OF
“ADMINISTRADORA DE FONDOS DE PENSIONES HABITAT S.A.”
Registration with the Securities Register No. 51
BY
Inversiones Previsionales Chile SpA
SUBSIDIARY OF
Inversiones La Construcción S.A.
Inversiones Previsionales Chile SpA hereby offers to purchase up to a maximum of
131,015,503 shares issued by ADMINISTRADORA DE FONDOS DE PENSIONES HABITAT
S.A. (hereinafter also referred to as (“A.F.P. HABITAT” or the “Company”),
approximately equivalent to 13.10% of the shares issued, subscribed and paid by the
Company for a price of CLP$ 899.90 (eight hundred ninety-nine pesos and ninety cents)
per share, in accordance with the terms and conditions set forth in this prospectus.
If, after reading this prospectus, you have any questions or need more information
about the terms and conditions of this offer, please contact Credicorp Capital S.A.
Corredores de Bolsa (“Credicorp Capital” or the “Lead Manager of the Offer”), at the
telephone numbers 600 450 1600 or +56(2) 2450-1600, visit www.imtrust.cl, write to
[email protected], or visit our offices located at Avenida Apoquindo N° 3721, 9 th
floor, Las Condes, Santiago.
Financial Advisor and Lead Manager of the Offer
Credicorp Capital S.A. Corredores de Bolsa
In Santiago, on January 27, 2016
This Prospectus (which is subsequently defined below) has been prepared by Credicorp
Capital S.A. Corredores de Bolsa jointly with Inversiones Previsionales Chile SpA for the
purpose of providing general background on the offer, so that each shareholder of
A.F.P. HABITAT may, individually and independently, evaluate the advisability of
participating therein. This document has been prepared based on the public information
disclosed by A.F.P. HABITAT and general public information, which have not been
independently verified by Credicorp Capital S.A. Corredores de Bolsa nor Inversiones
Previsionales Chile SpA. The public tender offer for these shares was published in the
on-line newspapers El Libero and El Mostrador, on January 27, 2016.
TABLE OF CONTENTS
1.
Summary of the Offer
2.
BIDDER’S IDENTIFICATION
5
2.1
Bidder’s Information
5
2.2
Authorization from the Superintendencia de Pensiones
7
2.3.
Information about Bidder’s controlling companies
7
3.
ECONOMIC AND FINANCIAL BACKGROUND
8
3.1
Main activities and business
8
3.1.1. Industry of pension funds: A.F.P. HABITAT
8
3.1.2. Industry of private health insurance: Isapre Consalud S.A.
9
3.1.3. Industry of private life insurance: Inversiones Confuturo S.A.
9
3.1.4. Industry of medical and hospital assistance services: Empresas Red Salud S.A.
10
3.1.5. Industry of life and employment insurance: Compañía de Seguros de Vida Cámara S.A. 10
3.1.6. Banco Internacional
11
3.1.7. Miscellaneous
11
3.2
Financial Information
13
3.3
Risk Ratings
13
3.4
Stock Exchange Listings
13
4.
PRIOR RELATIONSHIPS BETWEEN A.F.P. HABITAT AND THE BIDDER
13
4.1
Percentage of equity interest of A.F.P. HABITAT held by Bidder.
13
4.2
Significant existing relationships with controlling, direct and indirect, shareholders of A.F.P.
HABITAT, with its controlling companies or with its related persons
13
4.3
Previous contacts between the controlling shareholders of A.F.P. HABITAT and Prudential
International Investments Corporation
14
5.
PURPOSE OF THE OFFER
15
5.1
Purpose of the Offer
15
5.2
Agreements with Shareholders
15
6.
CHARACTERISTICS OF THE OFFER
16
6.1
Total Amount of the Offer
16
6.2
Shares or securities referred to in the Offer; Pro-rating, Abatement; Markets
16
6.3
Success Conditions of the Offer
17
6.4
Effective Term of the Offer
17
6.5
Outcome of the Offer
17
6.6
Shareholders to whom the Offer is addressed
17
6.7
Offer implementation system
17
7.
PRICE AND PAYMENT TERMS AND CONDITIONS
18
7.1
Price
18
7.2
Control Premium
18
7.3
Payment Terms and Conditions
18
7.4
Deadline and place of payment
18
8.
OFFER ACCEPTANCE PROCEDURE
19
8.1
Formalities to tender under the Offer and required documentation
19
8.2
Acceptance of the Offer
21
8.3
Surrender of shares if not acquired
21
9.
GROUNDS FOR REVOCATION OF OFFER
21
10.
WITHDRAWAL RIGHT
22
11.
OFFER FINANCING
22
12.
GUARANTY
22
13.
LEAD MANAGER OF THE OFFER
22
14.
INDEPENDENT ADVISORS OF THE BIDDER
23
15.
RISK FACTORS
23
16.
IMPACT OF THE OFFER ON THE SHARES
23
17.
MARKET PRICE AND DIVIDENDS
23
17.1
17.2
18.
Price and stock volumes of A.F.P. HABITAT
Dividends paid by A.F.P. HABITAT
INFORMATION PLACES
23
25
26
1.
SUMMARY OF THE OFFER
Inversiones Previsionales Chile SpA (the "Bidder"), in compliance with the provisions set
forth in Section 202 of the Ley de Mercado de Valores (Chilean Securities Market Law)
No. ` (the “Securities Market Law”) and the Norma de Carácter General (General Rule)
No. 104 of the Superintendencia de Valores de Seguros (Chilean Superintendence of
Securities and Insurance) (the "SVS"), has published in the on-line newspapers El Libero
and El Mostrador on January 27, 2016, the commencement notice (the
"Commencement Notice") of the tender offer for the acquisition of the subscribed and
paid up shares issued by the publicly-held company ADMINISTRADORA DE FONDOS DE
PENSIONES HABITAT S.A., which is registered in the Register of Securities of the SVS
under the number 51.
The offer is made to purchase up to a maximum of 131,015,503 issued, subscribed and
paid up shares of A.F.P. HABITAT, representing approximately 13.10% of the issued,
subscribed and paid up shares of A.F.P. HABITAT (the “Offer”) for a price of CLP$ 899.90
(eight hundred ninety-nine pesos and ninety cents) per share, (the “Price”) payable in
Chilean Pesos. The Price will not accrue any interest or adjustments.
In the event that the number of shares tendered in the Offer exceeds the number of
shares offered to be acquired by the Bidder, then pursuant to the provisions set forth in
Section 208 of the Ley de Mercado de Valores (Chilean Securities Market Law) No.
18,045, the Bidder will purchase the tendered shares pro rata from each of the
tendering shareholders by applying the apportionment factor obtained by dividing the
number of shares to be acquired in the Offer by the total number of shares tendered by
all shareholders of A.F.P. HABITAT in the Offer. Therefore, the number of shares
acquired from each of the tendering shareholders will be the result obtained by
multiplying the number of A.F.P. HABITAT shares tendered by such shareholder by the
apportionment factor described above, rounded down to the next whole number if the
fraction is lower than 0.5 and rounded up to the next whole number if it is equal to or
greater than 0.5. In no event will the number of shares acquired in the Offer be greater
than the number indicated in the paragraph above.
The Bidder will acquire all shares of A.F.P. HABITAT tendered in the Offer, even if the
acceptances of the Offer are less than the total number of shares for which the Offer is
made. Consequently, if, upon the expiration of the Offer or upon termination of the
Extension (as such term is hereinafter defined) if any, the number of shares tendered is
less than 131,015,503, the Offer will be automatically reduced to the number of shares
tendered.
This document is the prospectus (the "Prospectus") required by Section 203 of Chilean
Securities Market Law, which contains the terms and conditions of the Offer and
establishes the procedures and mechanisms under which the shareholders of A.F.P.
HABITAT may tender their shares to the Bidder.
The Offer will be in full force and effect for a term of 30 calendar days starting on
January 28, 2016 at the opening time of the stock market where the relevant shares are
listed (the “Commencement Date”) and ending on February 26, 2016 at the closing time
of such stock market (the “Expiration Date”). According to Circular No. 134, which was
issued by the SVS in 1982, the stock markets shall open at 9:00 am and shall close at
5:30 pm. The Bidder reserves the right to extend the Offer’s term, and such right may
be exercised at Bidder’s sole discretion.
The Offer will be conducted over-the-counter through software developed, maintained
and operated by the Santiago Stock Exchange – Securities Market, which will be
available at trading terminals from Monday to Friday from 9 a.m. to 5.30 p.m., legal
holidays excluded.
The Price will be paid, in accordance to the rules set forth in the section named “Price
and Offer Conditions” not later than two bank business days after the publication of the
Notice of Outcome.
A notice of the outcome of the Offer (the “Notice of Outcome”) will be published
according to the provisions set forth in Section 212 of the Chilean Securities Market Law
on the third day from the expiration of the Offer or the expiration date of the Extension,
if any, in the same newspapers in which the Notice of Commencement has been
published.
The prior section constitutes a summary of the Offer, but it does not contain all of the
necessary information in order to decide to sell or not. This summary shall be jointly
read with the rest of the information contained in this Prospectus.
2.
BIDDER’S IDENTIFICATION
2.1
Bidder’s Information
Inversiones Previsionales Chile SpA, R.U.T. (Taxpayer’s ID) No. 76.438.033-9, is a
sociedad por acciones (joint-stock company) incorporated and existing according to the
laws in force in the Republic of Chile, having its principal place of business located for
legal purposes at Marchant Pereira N° 10, 17th floor, Providencia, city of Santiago,
Metropolitana Region.
The Bidder was incorporated by public deed dated March 6, 2015 executed at the
Notarial Office of Iván Torrealba Acevedo located in the City of Santiago. An excerpt of
the corporate bylaws was registered in page 19,037, No. 11,462, of the Registro de
Comercio (Trade Register) of the Conservador de Bienes Raíces (Real Estate Registry
Office) of the City of Santiago corresponding to 2015, and was published in the Official
Gazette N° 41,102 on March 9, 2015. The Bidder’s bylaws were amended (i) by public
deed granted on August 24, 2015 at the Notarial Office of Iván Torrealba Acevedo
located in the City of Santiago. Its excerpt was recorded on page 65,237 N° 38,160 of the
Commercial Registry of 2015, which is held by the Real Estate Registry Office of
Santiago, and it was also published on the Official Gazette N° 41,251 on September 5,
2015; and (ii) by public deed granted on November 30, 2015, granted at the Notarial
Office of Iván Torrealba Acevedo located in the City of Santiago. Its excerpt was
recorded on page 93,817 N° 54,862 of the Commercial Registry of 2015, which is held by
the Real Estate Registry Office of Santiago, and it was also published on the Official
Gazette N° 41,331 on December 14, 2015.
The corporate purpose of the Bidder is to directly or indirectly manage investments in
pension fund managers, or in other legal entities whose corporate purpose corresponds
to the pensions business, including, but not limited to, participating in the ownership
and management and/or control of any legal entity, which, in turn, owns directly or
indirectly investments in the foregoing entities. Moreover, the Bidder will be entitled to
acquire and transfer all types of securities, and to execute directly or through its
subsidiaries, all types of acts and contracts related to the abovementioned activities,
which are necessary for the fulfillment of its purpose or the development of its business.
The Bidder’s shareholders are: (a) Administradora de Inversiones Previsionales SpA
(“AIP”), the owner of 100% of the Class A shares of the Bidder (100 shares), and 100%
of the Class C shares of the Bidder (100 shares), which is in turn, controlled by
Inversiones La Construccion S.A. (“ILC”), which owns 100% of its shares; and (b) ILC,
which owns 100% of the Class B shares of the Bidder (1,000 shares).
The Bidder’s capital is CLP$366,104,079,188 (three hundred sixty-six billion one hundred
four million seventy-nine thousand one hundred and eighty-eight pesos) divided into
1,200 shares, consisting of 100 Class A shares, 1,000 Class B shares, and 100 Class C
shares, all of which are registered shares without par value and have been completely
subscribed and paid.
The Bidder is exclusively managed by AIP as its sole shareholder with management
authority. AIP acts through its sole shareholder ILC and its legal representatives and
attorneys that have been granted general or special authorizations. As of this date the
company has not appointed any managers or executive officers.
The Bidder is not a legal entity subject to the SVS’s supervision.
The Bidder is the owner of 272,551,058 shares of the Company, which corresponds to
an equity interest of approximately 27.26% in such issuer. Such shares were acquired
through a purchase by the Bidder on January 15, 2016 from Inversiones La Construcción
Limitada (“Invesco Ltda.”), which is, in turn, under the control and management of ILC,
on the Santiago Stock Exchange for a price of CLP$899.90 (eight hundred ninety-nine
pesos and ninety cents) per share. In addition, the Bidder owns 100 Class A shares of
Inversiones Previsionales Dos SpA (“Inpresa 2”), which is in turn, owner of 402,290,958
shares in the Company (equivalent to approximately 40.23% of its equity). Such Class A
shares of Inpresa 2 give the Bidder 90% of the voting rights and only 1% of the economic
rights. The Bidder does hold any equity interests in any other companies.
The Bidder’s related persons are, among others: (a) Inversiones La Construcción S.A.,
which directly and indirectly controls the Bidder and its subsidiaries: (i) Empresas Red
Salud S.A. and its subsidiaries listed in section 3.1.5 of this Prospectus; (ii) Isapre
Consalud S.A.; (iii) Compañía de Seguros de Vida Cámara S.A., and its subsidiary
Compañía de Seguros de Cámara S.A. (Perú); (iv) Inversiones La Construcción Limitada;
(v) Administradora de Fondos de Pensiones HABITAT S.A.; (vi) Habitat Andina S.A.; (vii)
Administradora de Fondos de Pensiones Habitat S.A. Perú; (viii) Inpresa 2; (ix)
Inversiones Internacionales La Construcción S.A.; (x) Desarrollos Educacionales S.A. and
its subsidiaries; (xi) Inversiones Marchant Pereira Limitada and its subsidiary Sociedad
Educacional Machalí S.A.; (xii) Iconstruye S.A.; (xiii) Inversiones Confuturo S.A., and its
subsidiaries Compañía de Seguros Confuturo S.A. and Compañía de Seguros
CorpSeguros S.A.; (xiv) Inmobiliaria ILC SpA; (xv) Banco Internacional; (xvi) Factoring
Baninter S.A.; (xvii) Baninter Corredores de Seguros Limitada; (xviii) Administradora de
Inversiones Previsionales SpA; and (b) the controller of ILC, Cámara Chilena de la
Construcción A.G., its non-profit prívate legal entities, foundations and all other entities
who are members of its network (“Red Social de la CChC”).
2.2
Authorization from the Superintendencia de Pensiones (Chilean Pension
Fund Superintendence)
By Resolution N° E-226/2016 dated January 25, 2016, the Superintendencia de Pensiones
approved –in the context of the authorization granted to Prudential to enter directly or
indirectly in the ownership of Habitat, as described in section 4.3 of this Prospectus–
the association agreed between ILC and Prudential International Investments
Corporation (“Prudential”) in form and contained in the information submitted by both
companies to the Superintendencia de Pensiones and referred to in subsection 4.3 of
this Prospectus and authorized the Bidder to purchase the shares underlying this Offer.
2.3
Information about Bidder’s controlling companies
As stated above, ILC is the owner of 100% of the Class B shares of the Bidder and 100%
of the shares of AIP, the sole shareholder of Class A and Class C shares of the Bidder;
therefore, ILC directly and indirectly controls the Bidder. ILC’s RUT (Taxpayer ID)
Number is 94.139.000-5 and its principal place of business is located at Marchant
Pereira No. 10, 17th floor, in Providencia, Santiago. Its corporate purpose is the
investment in all types of real estate and shares, rights, bonds and other securities,
particularly those issued by social security institutions, insurance companies, private
clinics or hospitals, educational entities and entities providing electronic services.
ILC was incorporated as a sociedad anónima cerrada (closed stock corporation) under
the name of “Sociedad de Inversiones y Rentas La Construcción S.A.” as part of the splitup of the insurance company “Compañía de Seguros La Construcción S.A.”, approved at
the Extraordinary Shareholders' Meeting of the latter held on April 29, 1980. The
minutes of such meeting were recorded in a public deed on October 22, 1980 at the
Notarial Office of Enrique Morgan Torres in Santiago; such transaction was approved by
the Superintendencia de Compañías de Seguros Sociedades Anónimas y Bolsas de
Comercio de Chile (Chilean Superintendent of Insurance Companies, Sociedades
Anónimas (Stock Corporations) and Stock Exchanges) through Resolution No. 642-S
issued on December 2, 1980. Such resolution was recorded in page 18,638, under
number 9,551, in the Trade Register Book of the Conservador de Bienes Raíces de
Santiago corresponding to 1980, and published in the Official Gazette on December
17th, 1980. On June 19, 2012 ILC registered its shares with the SVS under number 1081.
The majority shareholder and controlling company of ILC and, consequently, the final
controlling company of the Bidder is the Cámara Chilena de la Construcción A.G. (the
"CChC"), which owns 67% of ILC’s subscribed and paid-up shares. CChC is a trade
association, incorporated and subject to the legislation applicable to such type of
organization (D.L. No. 2757/1979 and D.L. N° 3163/1989). Its R.U.T. (Taxpayer ID)
Number is 81.458.500 5 and its principal place of business is located at Marchant Pereira
Nº 10, 3rd floor, in the commune of Providencia, Santiago. The purpose of this trade
association is to promote the rationalization, protection, improvement, betterment,
development and promotion of construction, its activities and inputs, as well as to strive
for the generalization and promotion of the private enterprise system in the production
of goods and services of an economic and social nature, in accordance with the principle
of subsidiarity of the State and the demands of justice and the common welfare. La
Cámara Chilena de la Construcción A.G. was incorporated as a Private Law nonprofit
Corporation in compliance with the provisions set forth in Title XXXIII of Book I of the
Civil Code, under the name of “Cámara Chilena de la Construcción” (Chilean
Construction Chamber), as evidenced in the public deed executed on June 25, 1951
before the Notary Public of Santiago, Herman Chadwick Valdes. Subsequently, as a
consequence of the entry into force of D.L. No. 2757/1979, it amended its bylaws and
became a Trade Association doing business under the name of Cámara Chilena de la
Construcción A.G., all of which is evidenced in the public deed executed on July 8, 1980
before the Notary Public of Santiago, Enrique Morgan Torres, an excerpt of which was
published in the Official Gazette on July 19, 1980 and in its supplement in the Official
Gazette on July 22, 1980. The CChC is registered under number 166 in the Registro de
Asociaciones Gremiales (Trade Associations Registry) governed by D.L. No. 2757/1979.
Given its legal nature, there are no natural persons or legal entities or any other persons
who acting either individually or jointly, are controlling shareholders of the CChC under
the terms set forth in the Law No. 18,045 regarding the Securities Market.
ILC and, through itself, the CChC, control the legal entities mentioned in the last
paragraph of section 2.1, including, amongst others, Compañía de Seguros de Vida
Cámara S.A. (99.9%), Empresas Red Salud S.A. (89.99%), Inversiones Confuturo S.A.
(75.48%) and Administradora de Fondos de Pensiones Habitat S.A. (67.49%), all of which
are supervised by the SVS; and Banco Internacional (51.01%), which is supervised by the
Chilean Superintendence of Banks and Financial Institutions.
3.
ECONOMIC AND FINANCIAL BACKGROUND
The Bidder is a newly formed company, currently holding as its only assets 272,551,058
shares in A.F.P. HABITAT and 100 Class A shares in Inpresa 2, plus CLP$ 117,904,414,260
(One hundred seventeen billion, nine hundred four million, four hundred fourteen
thousand, two hundred and sixty pesos). Currently, the Bidder has no liabilities.
Since the Bidder has no other economic or financial background, for the reasons stated
above, the background of ILC, a company which directly or indirectly owns 100% of the
shares of the Bidder, is hereinafter included.
3.1
Main activities and business
ILC is the holding company through which the CChC makes its investments in the
industries of pension funds, private health insurance, medical and hospital assistance
services, life and employment insurance and banking, among others.
3.1.1
Industry of pension funds: A.F.P. HABITAT
Administradora de Fondos de Pensiones Habitat S.A. is an open corporation which was
constituted by public deed on January 26, 1981, granted at the Notarial Office of José
Valdivieso M. Its bylaws were approved by the Superintendence of Pension Funds
Managers by Resolution N° E-002/81, which was issued on January 27, 1981. A.F.P.
HABITAT is only engaged in: (i) managing the Multifondos de Pensiones known as
Pension Funds Type A, Type B, Type C, Type D and Type E, (ii) granting and managing the
services and benefits established in Decree Law No. 3500 as subsequently amended,
and (iii) performing any other activities expressly authorized by the law, in particular, to
incorporate, in addition to its business, subsidiary companies (sociedades anónimas
filiales) under the terms set forth in section 23 of D.L. 3.500, and invest in sociedades
anónimas (stock companies) incorporated as companies engaged in the deposit of
securities referred to in Law No. 18,876.
ILC has an equity interest of 67.49% of A.F.P. HABITAT through its subsidiaries,
Inversiones Previsionales Dos SpA and Inversiones Previsionales Chile SpA. As of
September 30, 2015, A.F.P. HABITAT had a total 2015 year-to-date profit as controller of
60,968,148 thousand pesos (M$), and a total equity of M$ 267,215,926. It is worth
stating that in 2015, the Company distributed a dividend of M$ 65,000, of which M$
45,000 corresponds to profits earned in the fiscal year 2014.
3.1.2
Industry of private health insurance: Isapre Consalud S.A.
Isapre Consalud S.A. is a sociedad anónima cerrada (closed stock company) incorporated
as evidenced by public deed executed on February 17, 1998, granted at the Notarial
Office of René Benavente Cash in the city of Santiago. It was registered with the
Superintendencia de Instituciones de Salud Previsional under No. 107. It was mainly
engaged in granting health services and benefits, either directly or through financing, as
well as any other activities related or supplementary to such purpose, in compliance
with the provisions set forth in Law No. 18.933 and any supplementary amendments.
ILC has an equity interest of 99.9% in Isapre Consalud S.A. As of September 30, 2015 this
company had a 2015 year-to-date profit of M$ 1,435,356, and a total shareholders’
equity of M$ 23,575,722 as of such date.
3.1.3
Industry of private life insurance: Inversiones Confuturo S.A.
Inversiones Confuturo S.A. (formerly known as Corp Group Vida Chile S.A.) is a sociedad
anónima cerrada (closed stock company) incorporated as evidenced in public deed
executed on April 28, 1995, granted at the Notarial Office of Kamel Saquel Zaror in the
city of Santiago. It was registered with the Superintendencia de Valores y Seguros (SVS)
under No. 1044 corresponding to 2009. Inversiones Confuturo S.A. is an insurance
holding company, which directly controls 99.9% of Compañía de Seguros CorpSeguros
S.A. and Compañía de Seguros Confuturo S.A.
ILC has an equity interest of 75.48 % in Inversiones Confuturo S.A. As of September 30,
2015 this company had a 2015 year-to-date profit as controller of M$ 15,330,557, and a
total shareholders’ equity of M$ 205,004,115 as of such date.
3.1.4 Industry of life and employment insurance: Compañía de Seguros de
Vida Cámara S.A.
Compañía de Seguros Cámara S.A. (“Vida Cámara”) is a special corporation. Its
constitution was approved by Resolution N° 231, which was issued by the
Superintendence of Securities and Insurance on May 4, 2009. On the same resolution,
the SVS approved the amendments agreed by the extraordinary shareholders’ meeting
held on April 9, 2009, which minutes are evidenced by public deed executed on April 20,
2009, granted at the Notarial Office of Patricio Raby Benavente in the city of Santiago.
The purpose of ILC’s investment in Vida Cámara is focused in the gradual development
of businesses in the life insurance industry, taking advantage of the experience accrued
by Cámara Chilena de la Construcción AG in the insurance industry as controller of
Compañía de Seguros de Vida La Construcción S.A.
Please note that before ILC acquired Vida Cámara in 2009, the latter was subject to a
proceeding to terminate its operations. Such circumstance radically changed since Vida
Cámara was acquired by ILC, which decided that Vida Cámara would participate in bids
for Disability and Survivorship Insurances (“SIS”) with regard to the portfolio of Pension
Funds Managers.
ILC has an equity interest of 99.9% in Compañía de Seguros de Vida Cámara S.A. As of
September 30th, 2015 the latter had negative 2015 year-to-date profit of M$ 4,971,441,
and a shareholders’ equity of M$ 24,119,321 as of such date.
3.1.5 Industry of medical and hospital assistance services: Empresas Red
Salud S.A.
Empresas Red Salud S.A. (“Red Salud”) is a closed corporation, which was constituted by
public deed granted on April 18, 2008 at the Notarial Office of Iván Torrealba Acevedo
in the city of Santiago in order to consolidate the ownership of all health service
providers controlled by ILC. The Subsidiaries of Red Salud in which it is the owner of an
equity interest of 99.99% are as follows: Servicios Médicos Tabancura SpA; Clínica
Bicentenario SpA; Megasalud S.A.; Clínica Avansalud SpA; and Inmobiliaria Clínica SpA.
Moreover, it has an equity interest of 100% in Oncored SpA and 52.2% in the Clínica
Iquique S.A. Red Salud also has an equity interest of 100% of Administradora de Clínicas
Regionales Seis SpA, and through it, 52.92% in Inversalud del Elqui S.A., 62.6% in
Inmobiliaria e Inversiones Clínica Rancagua S.A., 98.62% in Inversalud Valparaíso SpA,
68.33% in Inversalud Magallanes S.A. and 74.6% in Inversalud Temuco S.A. Through
Administradora de Clínicas Regionales Dos S.A., 50 % of which is owned by Red Salud, it
also participates in Inmobiliaria e Inversiones Curicó SpA and Clínica Chillán S.A. ILC has
an equity interest of 89.99% in the shares of capital stock of Empresas Red Salud S.A. As
of September 30, 2015 this company had a 2015 year-to-date profit as controller of M$
1,445,186 and a total shareholders’ equity of 123,297,924 as of such date.
3.1.6
Banco Internacional
Banco Internacional is a special corporation. Its constitution was approved by Supreme
Decree N° 314, which was issued on January 14, 1944 by the Ministry of Finance, and
authorized for the commencement of its activities by the Superintendence of Banks and
Financial Institutions on July 17, 1944. The purpose of ILC’s investment in Banco
Internacional is focused in complementing the financial products and services that are
currently offered by its affiliates and complying with all the laws and regulations
regarding such industries.
ILC has an equity interest of 51.01% in Banco Internacional. As of September 30, 2015
the latter had a 2015 year-to-date profit of M$ 1,650 million, and a shareholders’ equity
of M$ 72,630 million, as of such date.
3.1.7 Miscellaneous
ILC has investments in the education industry through Educacional Machalí S.A., in
which it has an equity interest of 99.9%, and through Desarrollos Educacionales S.A., in
which it has an equity interest of 49%.
Additionally, ILC holds an equity interest of 32.9% in Iconstruye S.A., a company that
became the first Chilean e-commerce platform created to facilitate relationships
between buyer and supplier in the construction industry.
Furthermore, ILC participates in the real estate industry by holding an equity interest of
100% in Inmobiliaria ILC SpA.
3.2
Financial Information
The following is a summary of the financial information of ILC as of December 31, 2013
and 2014; and September 30, 2014 and 2015. This information is prepared based on the
balance sheet and statement of profits and losses for each period and is stated in
thousands of pesos:
Balance resumido
31-dic-2013
31-dic-2014
30-sep-2014
30-sep-2015
Actividad no aseguradora
Efectivo y equivalentes al efectivo
Activos corrientes
Propiedades, planta y equipo
Activos no corrientes
Total activos actividad no aseguradora
125.781.629
75.224.233
71.518.494
70.166.625
227.948.184
220.763.632
212.874.347
248.304.356
205.929.411
221.913.036
223.008.312
290.393.214
711.866.837
767.546.900
759.985.633
844.491.789
939.815.021
988.310.532
972.859.980
1.092.796.145
4.333.650.167
4.852.844.465
4.745.771.325
5.281.899.083
5.273.465.188
5.841.154.997
5.718.631.305
6.374.695.228
Actividad aseguradora
Total activos actividad aseguradora
Total activos no asegurador y asegurador
Actividad no aseguradora
Otros pasivos financieros, corrientes
42.796.787
65.082.293
51.102.950
150.065.683
173.280.074
214.447.808
201.558.994
328.012.392
353.751.623
370.933.943
367.538.852
341.489.779
393.081.152
430.148.626
426.518.869
402.919.953
566.361.226
644.596.434
628.077.863
730.932.345
3.989.207.263
4.508.435.343
4.406.705.042
4.943.774.080
4.555.568.489
5.153.031.777
5.034.782.905
5.674.706.425
Patrimonio atribuibles a los propietarios de la controladora
476.576.877
491.128.759
488.321.098
487.709.812
Participaciones no controladoras
241.319.822
196.994.461
195.527.302
212.278.991
Pasivos corrientes
Otros pasivos financieros, no corrientes
Pasivos no corrientes
Total pasivos actividad no aseguradora
Actividad aseguradora
Total pasivos actividad aseguradora
Total pasivos no asegurador y asegurador
Total patrimonio
Total pasivos y patrimonio
717.896.699
688.123.220
683.848.400
699.988.803
5.273.465.188
5.841.154.997
5.718.631.305
6.374.695.228
Estado de Resultados Resumido
31-dic-2013
31-dic-2014
30-sep-2014
30-sep-2015
Resultados actividad no aseguradora
Ingresos de actividades ordinarias
Costo de ventas
Ganancia bruta
Gastos de administración
Ingresos financieros
Costos financieros
Otros
Ganancia antes de impuesto
Gasto por impuestos a las ganancias
645.993.221
700.049.973
519.440.641
592.560.752
-421.705.877
-460.334.026
-337.260.202
-399.127.577
224.287.344
239.715.947
182.180.439
193.433.175
-134.327.040
-144.481.087
-104.390.741
-124.119.620
25.877.154
43.297.869
36.811.647
18.099.542
-13.473.877
-21.713.005
-15.908.029
-18.968.011
27.487.979
-6.021.511
-6.683.527
5.103.556
129.851.560
110.798.213
92.009.789
73.548.642
-20.870.183
-20.741.399
-26.673.809
-18.792.803
108.981.377
90.056.814
65.335.980
54.755.839
Ingresos por intereses y reajustes
38.151.296
237.161.255
179.123.201
189.494.150
Gastos por intereses y reajustes
9.785.803
-16.209.488
-10.663.118
-13.642.167
47.937.099
220.951.767
168.460.083
175.851.983
Ganancia actividades no aseguradoras
Resultados actividad aseguradora
Ingresos netos por intereses y reajustes
Total ingreso explotación actividad aseguradora
Total costo explotación actividad aseguradora
Total gastos operacionales actividad aseguradora
Resultado operacional actividad aseguradora
Resultado otros ingresos y costos
Resultado antes de impuesto a las ganancias
Impuesto a las ganancias
Ganancia (pérdida) de actividad aseguradora
Ganancia del año
81.268.130
365.838.194
265.482.987
410.286.876
-110.605.848
-554.838.679
-410.220.320
-551.604.750
-18.755.045
-23.646.462
-17.167.815
-21.504.144
-155.664
8.304.820
6.554.935
13.029.965
1.365.809
1.991.023
3.343.553
7.787.576
1.210.145
10.295.843
9.898.488
20.817.541
1.579.812
1.151.548
724.739
-3.733.394
2.789.957
11.447.391
10.623.227
17.084.147
111.771.334
101.504.205
75.959.207
71.839.986
Ganancia atribuible a los propietarios de la controladora
84.404.721
69.217.722
53.158.134
47.050.248
Ganancia atribuible a participaciones no controladoras
27.366.613
32.286.483
22.801.073
24.789.738
3.3
Risk Ratings
The Bidder does not have any risk ratings. For its part, ILC maintains risk ratings for debt
notes and solvency at the local level:
Agent
Feller Rate
ICR Chile
3.4
Date
April 2015
October 2015
Rating
AA+
AA+
Stock Exchange Listings
Shares of the Bidder are not traded on any stock exchange. On the other hand, shares of
ILC, its controlling company, are traded on the Bolsa de Comercio de Santiago (Santiago
Stock Exchange), Bolsa de Valores (Securities Market), Bolsa Electrónica de Chile
(Electronic Stock Exchange of Chile), Bolsa de Valores (Securities Market) and on the
Bolsa de Corredores-Bolsa de Valores (Stock Exchange of Securities Dealers - Securities
Market) of Valparaíso, under the acronym “ILC”.
4.
PRIOR RELATIONSHIPS BETWEEN A.F.P. HABITAT AND BIDDER
4.1
Percentage of equity interest in A.F.P. HABITAT held by Bidder
The Bidder is the direct owner of 272,551,058 shares in the Company, which
corresponds to an equity interest of approximately 27.26% in A.F.P. HABITAT. Such
shares were acquired on January 15, 2016, by purchasing them for a total price of
$899.90 (eight hundred ninety-nine pesos and ninety cents) per share on the Santiago
Stock Exchange, Securities Market from Inversiones La Construcción Limitada, which in
turn, is controlled and managed by ILC. In addition, the Bidder owns 100 Class A shares
of Inpresa 2, which is, in turn, the owner of 402,290,958 shares of the Company. The
Class A shares of Inpresa 2 give the Bidder 90% of the voting rights and 1% of the
economic rights in Inpresa 2.
The Bidder has the power to elect directly 2 directors of A.F.P. HABITAT and 3 directors
indirectly through Inpresa 2.
4.2
Significant existing relationships with controlling (direct and indirect)
shareholders of A.F.P. HABITAT, with its controlling companies or with its related
persons
ILC, which is the controlling shareholder of the Bidder, is the current controller of A.F.P.
HABITAT through the ownership of Company shares by the Bidder and Inpresa 2.
ILC directly owns 100% of the Class B shares of the Bidder and, indirectly through AIP,
100% of the Bidder’s Class A and Class C shares. The Class B shares of the Bidder give ILC
10% of the voting rights and 99% of the economic rights in the Bidder. The Class A
shares give AIP 90% of the voting rights and 1% of the economic rights in the Bidder,
while Class C shares give AIP the economic rights attributable to the Bidder’s ownership
of Inpresa 2.
In turn, ILC directly owns 100% of the Class B shares in Inpresa 2 and indirectly through
the Bidder 100% of its Class A shares. The Class B shares in Inpresa 2 give ILC 10% of the
voting rights and 99% of the economic rights in Inpresa 2, while the Class A shares give
the Bidder 90% of the voting rights and 1% of the economic rights in Inpresa 2.
Inpresa 2 owns 40.23% of the shares of A.F.P. HABITAT and the Bidder owns 27.26% of
the shares of A.F.P. HABITAT; thus ILC through Inpresa 2 and the Bidder indirectly owns
67.49% of the shares issued by A.F.P. HABITAT. ILC is also entitled through Inpresa 2 and
the Bidder to elect the majority of A.F.P. HABITAT’s board of directors.
Except for those agreements referred to in Section 4.3 below, neither ILC nor the Bidder
has executed any agreements with the shareholders of A.F.P. HABITAT relating to the
Offer.
4.3
Previous contacts between the controlling shareholders of A.F.P.
HABITAT and Prudential International Investments Corporation
On March 25, 2015, ILC, Invesco Ltda., Inpresa 2, AIP, the Bidder, Prudential Chile SpA
and Prudential International Investments Corporation (“Prudential”) entered into an
agreement (the "Agreement") to associate, by Prudential acquiring an equity interest in
A.F.P Habitat, in which they will participate in equal parts through AIP, the Bidder and
Inpresa 2, and subject to a shareholders' agreement to be executed upon
consummation of the transaction. The Agreement was amended on November 20, 2015.
The transactions contemplated by the Agreement include, among other things, the
following: (i) the purchase by the Bidder of 272,551,058 shares in A.F.P. HABITAT from
Invesco Ltda., representing approximately 27.26% of the total shares of A.F.P. HABITAT,
for a price of CLP$899.90 (eight hundred ninety-nine pesos and ninety cents) per share
in a purchase completed over the Santiago Stock, which was completed on January 15,
2016; (ii) the launching by the Bidder, a subsidiary of ILC, of this Offer (the "OPA") to
purchase up to 131,015,503 shares of A.F.P. HABITAT, representing approximately
13.10% of the subscribed and paid up shares issued by the Company, upon the terms
stated in this Prospectus; and (iii) following the completion of the Offer, ILC will sell to
Prudential all of the Class Y shares of AIP (representing 50% of the total voting and
economic interests in AIP) and all of the Class B shares of the Bidder, so that Prudential
Chile SpA will indirectly acquire 50% of the total shares of A.F.P Habitat owned by ILC
and its subsidiaries after the Offer.
As a result of the transaction, ILC and Prudential Chile SpA will own indirectly the same
amount of shares of A.F.P. HABITAT (i.e., between 33.74% and 40.29% of the total
shares in A.F.P. HABITAT, depending on the number of shares tendered in the Offer). In
this Offer, Inpresa 2 will sell to the Bidder the necessary amount of shares so that,
together with the shares tendered by the other shareholders´ in this Offer, the Bidder
and Inpresa 2 will have the same amount of shares in A.F.P. HABITAT.
Moreover, on January 8, 2016, ILC (as borrower), the Bidder (as guarantor), AIP (as
guarantor), Invesco Ltda. (as guarantor), Prudential (as administrative agent) and
Prudential Chile SpA (as lender) entered into a Credit Agreement whereby ILC was
granted a loan in the amount of CLP $363,173,111,354 (three hundred sixty-three
billion, one hundred seventy-three million, one hundred eleven thousand, three
hundred and fifty-four pesos) pesos, which was utilized by ILC to capitalize AIP and the
Bidder.
Following consummation of the above-described transactions, ILC, Prudential,
Prudential Chile SpA, Prudential Chile II SpA, Inpresa 2, AIP and the Bidder will enter into
a shareholders’ agreement which will include, among other provisions typical of typical
of agreements of this type, an equal participation in the management of the companies
in which ILC and Prudential are direct or indirect shareholders, including A.F.P. HABITAT,
so that they will designate an equal number of directors in the board of directors of AIP,
the Bidder, Inpresa 2 and A.F.P. HABITAT, and that certain relevant matters usually dealt
with at the meetings of such board of directors or the shareholders of such entities are
to be approved by the greatest quorum involving the participation of both shareholders
or directors designated by them in the adoption of such resolutions; the prohibition to
transfer the shares for a period of three years from the closing of the transaction; the
exercise of, except under certain limited circumstances, rights of first offer to purchase
shares in A.F.P. HABITAT; and an agreement not to compete in the pension fund
business in Chile and Peru.
Except for the agreements specified above, neither ILC, nor the Bidder, nor Prudential,
nor Prudential Chile II SpA, nor Prudential Chile SpA have entered into any agreement,
or had contact, with A.F.P. HABITAT’s shareholders regarding this Offer.
5.
PURPOSE OF THE OFFER
5.1
Purpose of the Offer
Bidder wishes to acquire a maximum of 131,015,503 shares of A.F.P. HABITAT,
representing approximately 13.10% of the issued, subscribed and paid shares of the
latter.
5.2
Agreements with Shareholders
There is no agreement other than those described in paragraphs 4.2 and 4.3 of this
Prospectus.
6.
CHARACTERISTICS OF THE OFFER
6.1
Total Amount of the Offer
The total amount of the Offer is CLP$117,900,851,150 (one hundred seventeen billion
nine hundred million eight hundred fifty-one thousand one hundred and fifty pesos)5 to
purchase 131,015,503 shares of A.F.P. HABITAT, approximately representing 13.10% of
the issued, subscribed and paid up shares of the Company. Such amount has been
calculated at the price of CLP$899.90 (eight hundred ninety-nine pesos and ninety
cents) per share. The price will be paid in Chilean pesos, national legal tender in Chile,
after consummation of the transaction, and will not be subject to any interest or
adjustment whatsoever.
6.2
Markets
Shares or securities referred to in the Offer; Pro-rating, Abatement;
The Offer is made for the purchase of a maximum of 131,015,503 shares of A.F.P.
HABITAT, approximately representing 13.10% of the issued, subscribed and paid up
shares of the Company, and is addressed to all shareholders of the Company.
In the event that the number of shares tendered in the Offer exceeds the number of
shares offered to be acquired by the Bidder, then pursuant to the provisions set forth in
Section 208 of the Ley de Mercado de Valores (Chilean Securities Market Law), the
Bidder will purchase the tendered shares pro rata from each of the tendering
shareholders by applying the apportionment factor obtained by dividing the number of
shares to be acquired in the Offer (As specified above) by the total number of shares
tendered by all shareholders of A.F.P. HABITAT in the Offer. The number of shares
acquired from each of the tendering shareholders will be the result obtained by
multiplying the number of A.F.P. HABITAT shares tendered by such shareholder by the
apportionment factor described above, rounded down to the previous whole number if
the fraction is lower than 0.5, and rounded up to the next whole number if it is equal to
or greater than 0.5.
Subject to the limit of shares to be acquired, as stated in the paragraph above , the
Bidder will acquire all of the shares in A.F.P. HABITAT tendered in the Offer, even if the
acceptances of the Offer are less than the total number of shares offered to be
acquired. Consequently, if, upon the expiration of the Offer or upon termination of the
Extension (as such term is hereinafter defined) if any, the number of shares tendered is
less than the total number of shares offered to be acquired, the Offer will be
automatically reduced to the number of shares tendered.
The shares of A.F.P. HABITAT are only traded in the Chilean exchange market.
6.3
Success Condition of the Offer.
The Offer is not subject to any success conditions, notwithstanding the conditions for
revocation of the Offer set forth in Section 9 of this Prospectus (“Grounds for
Revocation of the Offer”).
6.4
Effective Term of the Offer
The Offer will be in full force and effect for a term of 30 calendar days starting on
January 28, 2016 at the opening time of the stock market where the relevant shares are
listed (the “Commencement Date”) and ending on February 26, 2016 at the closing time
of such stock market (the “Expiration Date”). According to Circular N° 134, which was
issued by the SVS in 1982, the stock markets shall open at 9:00 am and shall close at
5:30 pm.
The Bidder reserves the right to extend the Offer’s term, and such right may be
exercised at Bidder’s sole discretion. Should the Bidder decide to extend the original
term of the Offer (the "Extension"), the Bidder will give written notice thereof as well as
of the length of such Extension by publishing it during the original effective term of the
Offer in the same newspapers in which the Notice of Commencement was published,
i.e., in the on-line newspapers El Libero and El Mostrador.
6.5
Offer Outcome
The Bidder will report the outcome of the Offer by publishing the Notice of Outcome in
the on-line newspapers El Libero and El Mostrador on the third day from the Expiration
Date or the expiration date of the Extension, if any.
6.6
Shareholders to whom the Offer is addressed
The Offer is addressed to all shareholders of A.F.P. HABITAT.
6.7
Offer implementation system
The Offer will be conducted over-the-counter through software developed, maintained
and operated by the Santiago Stock Exchange – Securities Market, which will be
available at trading terminals from Monday to Friday from 9 a.m. to 5.30 p.m., excluding
legal holidays.
Persons wishing to tender their shares to Bidder under the Offer must submit their
acceptances during the effective term of the Offer in the manner set forth in paragraph
8 below.
Once the documentation set forth in the “Offer Acceptance Procedure” Section of this
Commencement Notice with respect to the shares of each shareholder has been
received and reviewed, the Bidder or Credicorp Capital, as appropriate, will request the
registration of the tendered shares in the name of the Lead Manager of the Offer or
other securities dealers in the Registry Book of Shareholders Registry of A.F.P. HABITAT
(the “Shareholders Registry”). The foregoing shall be without prejudice to the right to
withdraw of each of the shareholders contemplated in the “Withdrawal Right” Section
of this Prospectus.
The date of transfer of the shares for all purposes will be the publication date of the
Notice of Outcome. In compliance with the provisions set forth in Section 212 of the Ley
de Mercado de Valores (Chilean Securities Market Law) No. 18,045 (The “Securities
Market Law”), the date of acceptance by shareholders and formalization of each sale of
securities will be the day on which the Notice of Outcome is published.
7.
PRICE AND PAYMENT TERMS AND CONDITIONS
7.1
Price
The single, total and final price per share to be purchased is CLP $899.90 (eight hundred
ninety-nine pesos and ninety cents) per share (the “Price”).
7.2
Control Premium
The Price represents a premium of 0.43% over the current market price of each share in
A.F.P. HABITAT, which according to the legal definition is CLP$ 896,05. For the purposes
of determining the existence or non-existence of a control premium, the market price is
calculated according to the provisions set forth in Section 199 of the Ley de Mercado de
Valores (Chilean Securities Market Law), assuming for such purpose that the shares in
A.F.P. HABITAT would be acquired on February 29, 2016. Notwithstanding the
foregoing, the Price represents a 9.21% control premium, considering the market price
of the shares in A.F.P. HABITAT determined in compliance with Section 199 of the Ley de
Mercado de Valores, but not co nsidering the shares in A.F.P. HABITAT acquired by the
Bidder on January 15, 2016 at a price of CLP$ 899.90 per share, as described in
subsection 4.1 of this Prospectus.
A.F.P. HABITAT distributed dividends in 2015 amounting to CLP$ 65 (sixty-five pesos) per
share.
7.3
Payment Terms and Conditions
The Price will be paid in pesos, currency of legal tender in Chile, by check or electronic
transfer, at the tendering shareholder’s option. The Price will not accrue any interest or
adjustments.
7.4
Deadline of payment
The Price will be paid as described in the preceding paragraph no later than the second
bank business day following the date of publication of the Notice of Outcome.
The Bidder will pay the Price in any of the following ways:
(a) To the shareholders who have sold their shares by virtue of the acceptances given to
Credicorp Capital, as Lead Manager of the Offer, the Price will be paid by: (i) check in the
name of the relevant shareholder, which will be at the disposal of the shareholder at the
offices of Credicorp Capital, located at Avenida Apoquindo N° 3721, 9th floor, Las
Condes, Santiago; or (ii) in the case that the relevant shareholder so requires it, through
electronic transfer to the account which the shareholder has indicated by written notice
on or before the Expiration date; and
(b) To the shareholders who have sold their shares by means of acceptances given to
securities dealers other than Credicorp Capital, the Price will be paid by electronic
transfer to the account of such securities dealers.
8.
OFFER ACCEPTANCE PROCEDURE
8.1
Formalities to tender under the Offer and required documentation
Shareholders who wish to tender shares in the Offer shall do so only during the effective
term thereof, by means of a written order to tender their shares, subject to the terms
and conditions of the Offer.
Upon the shareholder’s tender into the Offer, the shares tendered to the Bidder must
be duly registered in the name of the selling shareholder in the Shareholders Registry of
A.F.P. HABITAT, fully subscribed and paid, free of any liens, encumbrances, prohibitions,
attachments, litigations, preliminary injunctions, conditions precedent and “resolutory
conditions” (condiciones resolutorias), third parties’ preemptive rights or rights of first
refusal, rights in rem or rights in personam of third parties or enforceable against the
Bidder and, in general free of any other circumstance that may prevent or restrict the
free assignment or transfer of the shares (the “Liens”).
Shareholders wishing to tender their shares shall deliver the following documents to
those individuals listed in Section 8.2 of this Prospectus:
(i) the original stock certificate(s) held by it and/or a certificate issued to such
effect by the department of shares in A.F.P. HABITAT, which is managed by DCV
Registros S.A. (“DCVR”) , located at Huérfanos N° 770, 22nd floor, in Santiago, evidencing
that the stock certificate(s) held by the tendering shareholder is/are deposited with the
Company;
(ii) a certificate to be issued to such effect by the department of shares in de A.F.P.
HABITAT (kept by the DCVR ) within 10 (ten) days prior to the date of delivery to
Credicorp Capital or to the other intervening securities dealer, evidencing that there is
no proof in the corporate records that the tendered shares are subject to any Liens, so
that they may be registered in the name of Credicorp Capital or of the relevant
securities dealer;
(iii) a copy authenticated by a Notary Public, on both sides, of the individual
shareholder’s identity card, or his/her representative, if applicable, or that of the
representative of the corporate shareholder, the original of which shall be shown upon
subscription of the acceptance. The fact that such a copy of the identity card is a true
copy of the original one shall be authenticated by a Notary Public or verified by the
relevant securities dealer;
(iv) the original or an authenticated copy of the power of attorney in force which
shall contain sufficient powers to act as representative, and the effective term
certificate issued within 30 (thirty) days prior to its presentation, granted or
authenticated before a Notary Public; and
(v) an authenticated copy of the legal background of any shareholder that is a
corporation, along with its good standing certificate.
Furthermore, the tendering shareholder must fill out and sign the customer’s card and
the custodian agreement executed with Credicorp Capital or the securities dealer
participating in the transaction, as appropriate, or the rendering services agreements or
the required documents by General Regulation N° 380, issued by the SVS.
Should a transfer of shares be objected to for any legal reason by the department of
shares of A.F.P. HABITAT, and it is not shown that such objection has been cured during
the effective term of the Offer, the relevant tender will be automatically cancelled, and
deemed to all effects as never made, and Credicorp Capital or the appropriate securities
dealer participating in the transaction will return to the shareholder the stock certificate
and other materials submitted by it, in accordance with the provisions set forth in
subsection 8.3 of this Prospectus, the relevant shareholders shall have no right to any
indemnification, payment or refund, nor will such cancellation imply or result in any
liability o responsibility for the Bidder, its attorneys-in-fact, agents, advisors or
representatives.
Securities dealers others than Credicorp Capital participating in the Offer, shall gather
into custody the admitted shares so as for the owned shares, and, as appropriate,
formulate one or more acceptances to Credicorp Capital, which must be delivered
jointly with the other documents in this Section.
Each securities dealer participating in the Offer shall be responsible for verifying the
existence and veracity of the documents referred to in this Section in relation to their
clients.
The administradoras de fondos mutuos (mutual fund managing companies) and, in
general, all managing companies of third parties’ funds as well as other institutional
investors who are required to have their investments in their own name until the sale
thereof, and who decide to participate in the Offer, shall be governed by those
regulatory procedures set forth in the legislation in force, and shall deliver their tenders
exclusively to Credicorp Capital within the effective term of the Offer, without any
transfer of shares or stock certificates thereof being required. In any case, both the
transfer of shares duly signed as well as the original stock certificates shall be delivered
to Credicorp Capital, together with the payment made to the respective institutional
investor, of the price of their shares sold in such process. Together with the acceptance,
the institutional investors shall also deliver to Credicorp Capital the documents listed in
paragraphs (iii) to (v) in the third paragraph of this subsection 8.1.
8.2
Acceptances of the Offer
The acceptance of the Offer as well as of the documents mentioned in subsection 8.1 of
this Prospectus shall be directly delivered to Credicorp Capital, at the offices located at
Avenida N° Apoquindo 3721, 9th floor, Las Condes, Santiago orat the offices of any
other securities dealer, who shall deliver them at the offices of Credicorp Capital on the
terms of this Offer. Acceptance shall be delivered from Monday to Friday (excluding
holidays) from 9:00 am to 05:30 pm. Together with the delivery of the acceptance, the
shareholders must execute a transfer of its shares to Credicorp Capital or the
appropriate securities dealer participating in the transaction to whom the shareholder
may resort, if appropriate, consisting of 100% of the shares to be tendered.
8.3
Surrender of shares if not acquired.
With regard to those shares not acquired by the Bidder because they do not conform
with the terms and conditions of this Offer, or because shares have been tendered in
excess, or because the Offer has been revoked in accordance with the provisions set
forth in section 9 hereof, the relevant stock certificates, along with any other documents
submitted by the applicable shareholders, will be made available to the relevant
shareholder or participating securities dealer(s) representing them, at the offices of
Credicorp Capital located at Apoquindo N° 3721, 9th floor, Las Condes, Santiago from the
second business day immediately following the publication date of the Notice of
Outcome, without the shareholders being entitled to any compensation, payment or
reimbursement as a consequence thereof, nor shall it imply any obligation or
responsibility for the Bidder, its attorneys-in-fact, agents, advisors or representatives.
9.
GROUNDS FOR REVOCATION OF THE OFFER
The Offer will expire upon the occurrence of any of the following events between the
date of this notice and the Expiration Date, both of them inclusive:
(i) if any of the necessary authorizations for the Bidder and/or Prudential to
acquire the shares in A.F.P. HABITAT shall become null and void;
(ii) if, by virtue of any law or any act of competent authority, the acquisition of the
shares in A.F.P. HABITAT underlying this Offer is forbidden or becomes illegal, whether
to the Bidder or to Prudential; or
(iii) Upon the filing of any legal action against this Offer or which restricts, avoids
or forbids the consummation of this Offer or the acquisition of shares of A.F.P. HABITAT
by Prudential.
10.
WITHDRAWAL RIGHT
Those shareholders who have tendered in the Offer may withdraw all or part of their
acceptances, up to the Expiration Date of the Offer or any Extension thereof, if any, by a
written notice delivered to Credicorp Capital (if the shareholder accepted the Offer via
Credicorp Capital) or the securities dealer who has received the shareholder’s
acceptance until 05:30 pm of the Expiration Date or the last day of the Extension, if any,
subject to the condition that Credicorp Capital receives such withdrawal on or before
the date and time indicated above. Once the notice of withdrawal referred to above has
been given in a timely manner to the Lead Manager of the Offer, the acceptance letter,
any documents annexed thereto and the share transfer documents delivered by the
shareholder upon acceptance of the Offer will be returned to the shareholder or the
participating securities dealer, as appropriate. Furthermore, in accordance with Article
212 of the Chilean Securities Market Law, shareholders who have accepted the Offer
may withdraw acceptance thereof if the Bidder fails to publish the Notice of Outcome
within the term of 3 (three) days referred to in the first paragraph of the
abovementioned article. The withdrawal will only be effective if made prior to the
publication of the Notice of Outcome, in compliance with subsection 4 of such Article
212. In the event that any shareholder withdraws its acceptance as indicated in this
section, the tendered shares will be returned to it promptly after it gives written notice
of such withdrawal.
11.
OFFER FINANCING
The Bidder will finance the total amount of the Offer out of its own resources provided,
directly and indirectly, by its shareholder Inversiones La Construcción S.A. as a capital
contribution. The Offer is not conditional upon obtaining any financing whatsoever.
12.
GUARANTEE
The Offer does not contemplate the existence of any security interests (pledges or
mortgages) or personal guarantees or suretyships according to the provisions set forth
in section 204 of the Ley de Mercado de Valores (Chilean Securities Market Law).
13.
LEAD MANAGER OF THE OFFER
The Bidder will act with respect to the through Credicorp Capital S.A. Corredores de
Bolsa, doing business as such, R.U.T. (Taxpayer’s ID) No. 96.489.000-5, domiciled / with
principal place of business at Avenida Apoquindo 3721, 9th floor, Las Condes, Santiago
(the “Lead Manager of the Offer”).
For this purpose, Credicorp Capital is vested with the following powers: acting as agent
for the Bidder under the Offer, receiving acceptances and withdrawals from
shareholders, answering all inquiries that may arise regarding the Offer mechanisms and
conditions; making transfers to the custody of A.F.P. HABITAT, or to other persons
appointed by Bidder; rejecting acceptances that fail to comply with the requirements
set forth in the Offer and, in general, performing all those activities that are necessary to
implement the transaction.
14.
INDEPENDENT ADVISORS OF THE BIDDER
The following individuals have advised the Bidder on the preparation of this Offer:
i) Credicorp Capital S.A. Corredores de Bolsa, doing business as such, R.U.T.
(Taxpayer’s ID) No. 96,489,000-5, domiciled/ with principal place at Apoquindo N°
3721, 9th floor, Las Condes, Santiago to the attention of Mr. Hernán Arellano Salas,
telephone number 600 450 1600 or +56(2) 2450-1600.
ii) Prieto y Cía. Ltda., lawyers, R.U.T. (Taxpayer’s ID) No. 77,506,160-K, domiciled/
with principal place of business at Avenida El Golf 40, to the attention of Mr. Jaime
Ríos Gómez-Lobo, telephone number +56(2) 2280-5000.
15.
RISK FACTORS
In the Bidder’s opinion, there are no risks related to the Offer.
16.
IMPACT OF THE OFFER ON THE SHARES
Should the Offer be consummated, and depending on the number of shares tendered,
the number of shares in A.F.P. HABITAT that continue to be freely traded on the stock
exchange may be significantly reduced, which could adversely affect the liquidity of the
remaining outstanding shares of A.F.P. HABITAT.
17.
MARKET PRICE AND DIVIDENDS
17.1
Price and exchange volumes of A.F.P. HABITAT
Shares in A.F.P. HABITAT are listed on the Bolsa de Comercio de Santiago (Santiago
Stock Exchange), Bolsa de Valores (Securities Market), Bolsa Electrónica de Chile
(Electronic Stock Exchange of Chile), Bolsa de Valores (Securities Market) and on the
Bolsa de Corredores-Bolsa de Valores (Stock Exchange of Securities Dealers - Securities
Market) of Valparaíso. The stock exchange information on prices and number of shares
of A.F.P. HABITAT traded on the stock exchange (in the currency of each date) over the
past two years is listed in detail below.
Transactions on the Bolsa de Comercio de Santiago (Santiago Stock Exchange), Bolsa de
Valores (Securities Market)
Month
January 2014
February 2014
March 2014
April 2014
May 2014
June 2014
July 2014
August 2014
September 2014
October 2014
November 2014
December 2014
January 2015
February 2015
March 2015
April 2015
May 2015
June 2015
July 2015
August 2015
September 2015
October 2015
November 2015
December 2015
Traded volume
(# shares)
6.606.782
2.828.809
5.496.422
13.009.417
11.207.279
8.114.880
6.402.694
14.022.615
23.260.057
17.779.009
12.219.948
6.948.598
3.405.644
4.330.936
5.741.995
3.318.498
4.869.221
6.497.873
1.264.127
4.285.363
5.853.176
10.552.624
3.877.607
2.508.938
Traded amount
(CLP)
4.771.260.438
2.095.273.121
3.899.704.119
9.945.784.712
8.124.224.784
5.936.512.356
4.717.658.302
11.261.721.849
20.369.071.520
16.973.308.544
10.981.937.616
6.359.379.928
3.030.579.532
3.850.349.172
5.294.927.850
3.097.002.544
4.336.366.364
5.685.211.980
1.090.436.076
3.559.167.829
4.827.721.426
8.599.968.032
3.219.136.004
2.046.467.035
Average price
(CLP)
722,18
740,69
709,50
764,51
724,91
731,56
736,82
803,11
875,71
954,68
898,69
915,20
889,87
889,03
922,14
933,25
890,57
874,93
862,60
830,54
824,80
814,96
830,19
815,67
Transactions on the Bolsa Electrónica de Chile (Electronic Stock Exchange of Chile), Bolsa de Valores
(Securities Market)
Month
January 2014
February 2014
March 2014
April 2014
May 2014
Traded volume
(# shares)
394.227
0
880.960
4.921.244
584.772
Traded amount
(CLP)
288.456.840
0
631.953.869
3.757.396.108
434.204.802
Average price
(CLP)
731,70
717,35
763,51
742,52
Traded volume
(# shares)
Month
June 2014
July 2014
August 2014
September 2014
October 2014
November 2014
December 2014
January 2015
February 2015
March 2015
April 2015
May 2015
June 2015
July 2015
August 2015
September 2015
October 2015
November 2015
December 2015
3.219.203
1.010.022
7.701.993
10.578.557
14.777.795
5.529.831
2.807.036
386.774
637.987
1.771.728
577.749
253.761
1.304.117
656.887
36.935
122.245
97.318
15.162
286.022
Traded amount
(CLP)
Average price
(CLP)
2.365.531.215
744.852.160
6.268.349.444
9.203.034.335
14.153.261.579
4.959.683.924
2.560.326.720
346.302.513
566.294.531
1.648.962.222
539.425.342
226.835.546
1.137.312.649
573.833.888
30.473.405
102.182.931
78.869.487
12.456.690
227.521.023
734,82
737,46
813,86
869,97
957,74
896,90
912,11
895,36
887,63
930,71
933,67
893,89
872,09
873,57
825,05
835,89
810,43
821,57
795,47
Transactions on the Bolsa de Corredores-Bolsa de Valores (Stock Exchange of Securities
Dealers - Securities Market) of Valparaíso
There has not been any transactions of shares of A.F.P. HABITAT on the Bolsa de CorredoresBolsa de Valores (Stock Exchange of Securities Dealers - Securities Market) of Valparaíso over the
last two years.
17.2
Dividends paid by A.F.P. HABITAT
Dividends distributed by A.F.P. HABITAT over the last two years are as follows:
Type
Amount (CLP)
Payment Date
Interim Dividend
$ 10 per share
December 9, 2015
Interim Dividend
$ 10 per share
October 9, 2015
Definitive Dividend
$ 35 per share
May 8, 2015
Interim Dividend
$ 10 per share
January 9, 2015
Interim Dividend
$ 10 per share
October 3, 2014
Definitive Dividend
$ 59 per share
May 9, 2014
Definitive Dividend
$ 6 per share
May 9, 2014
The information contained in this section has been taken from public documents and
reports, which have not been independently audited or verified by the Bidder or by the
Lead Manager of the Offer, so that none the Bidder nor the Lead Manager of the Offer
will assume any responsibility in relation to the veracity of such information, nor for the
omission of A.F.P. HABITAT or stock exchanges to disclose facts or background that
affect or influence the interpretation of such information.
18.
INFORMATION PLACES
Copies of this prospectus are available to those interested parties in the following
places:
(i)
At the offices of Inversiones La Construcción S.A., located at Marchant
Pereira N° 10, 17th floor, Providencia, Santiago, from Monday to Friday (excluding legal
holidays) from 09:00 am to 05:30 pm.
(ii)
At the offices of Credicorp Capital S.A. Corredores de Bolsa, located at
Avenida Apoquindo N° 3721, 9th floor, Las Condes, Santiago, from Monday to Friday
(excluding legal holidays) from 09:00 am to 05:30 pm and on the website
www.imtrust.cl.
(iii)
At the Superintendencia de Valores y Seguros, whose offices are located
at Avenida Libertador Bernardo O’Higgins N° 1449, Santiago, from Monday to Friday
(excluding legal holidays) from 09:00 am to 01:30 pm and on the website www.svs.cl.
(iv)
At the Santiago Stock Exchange - Securities Market, whose offices are
located at La Bolsa N° 64, in Santiago, from Monday to Friday (excluding legal holidays)
from 09:00 am to 05:30 pm.
(v)
At the Chilean Electronic Stock Exchange – Stock Exchange, whose offices
are located at Huérfanos N° 770, 14th floor, Santiago, from Monday to Friday (excluding
holidays), between 09:00am and 05:30pm.
(vi)
At Stock-Dealers Stock Exchange- Stock Exchange, whose offices are
located at Calle Prat N° 790, 3rd floor, Valparaíso, from Monday to Friday (excluding
holidays), between 09:00am and 05:30pm
(vii)
At the Administradora de Fondo de Pensiones Habitat S.A., whose offices
are located at Marchant Pereira N° 10, 10th floor, Providencia in Santiago, from Monday
to Friday (excluding legal holidays) from 09:00 am to 05:30 pm.
Those individuals who wish to receive additional information may appear at the offices
of Credicorp Capital S.A. Corredores de Bolsa located at Apoquindo N° 3721, 9 th floor,
Las Condes, Santiago, or call at the telephone numbers 600 450 1600+56(2) 2450-1600,
from Monday through Friday (excluding holidays) from 9:00 am to 05:30 pm or write to
[email protected].
The information concerning A.F.P. HABITAT has been taken from public documents and
reports that have not been independently verified.
Any additional information about the Offer will be published in the on-line newspapers
El Libero and El Mostrador.

ADMINISTRADORA DE FONDOS DE PENSIONES

Transcription

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