ALVARO CLARKE Chairman Chilean Securities and Insurance Commission

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ALVARO CLARKEChairmanChilean Securities and
Insurance Commission
Buenos Aires
29 March 2001
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TENDER OFFERS
SVS CHILEAN SECURITIES AND INSURANCE COMMISION
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TENDER OFFERSKEY POINTS

• THE CONTROLLING PREMIUM MUST BE
  DISTRIBUITED AMONG SHAREHOLDERS
• ANY CHANGE OF CONTROLLING INTEREST MUST BE
  EXECUTED THROUGH A TENDER OFFER

SVS CHILEAN SECURITIES AND INSURANCE COMMISION
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TENDER OFFERSKEY POINTS

• When the controlling share- holder
  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.

SVS CHILEAN SECURITIES AND INSURANCE COMMISION
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TENDER OFFERSKEY 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

SVS CHILEAN SECURITIES AND INSURANCE COMMISION
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TENDER OFFERSKEY 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

SVS CHILEAN SECURITIES AND INSURANCE COMMISION
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TENDER OFFERSKEY 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

SVS CHILEAN SECURITIES AND INSURANCE COMMISION
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TENDER OFFERSKEY 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

SVS CHILEAN SECURITIES AND INSURANCE COMMISION
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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
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CONCLUSION

• Strong Chilean economic fundamentals plus a solid
  framework provide an attractive capital market
  for global investors

SVS CHILEAN SECURITIES AND INSURANCE COMMISION
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ALVARO CLARKEChairmanChilean Securities and
Insurance Commission
Buenos Aires
29 March 2001