Grupo Security announces preferential subscription period for 415.000.000 shares
GRUPO SECURITY S.A.
SECURITIES REGISTRATION NO. 0499
- At an extraordinary shareholders’ meeting of Grupo Security S.A. (the “Company”), held October 3, 2019, for which minutes are recorded in a public instrument dated October 14, 2019, issued in the 5th Notary of Santiago of Mr. Patricio Raby Benavente, shareholders agreed to increase the Company's capital by THCH $100,000,000 by issuing 415,000,000 registered, single-series common shares with no par value.
An abstract of this public instrument was registered on page 83,062, No. 40,849 of the Santiago Commerce Registrar on October 17, 2019, and published in Official Gazette No. 42,483 on October 21, 2019.
- On July 7, 2020, the Financial Market Commission registered in the Securities Registry under No. 1091 the issuance of 415,000,000 registered, single-series shares with no par value for a total of CH$100,000,000,000, as part of the aforementioned capital increase. The term for issuing, subscribing and paying these shares is 3 years from October 3, 2019.
- The funds raised from this issuance will be used for the continued development and growth of its subsidiaries and, particularly, to capitalize Banco Security, allocating up to 70% of the agreed-upon amount to the Bank, in order to help sustain high growth rates and/or capitalize another subsidiary as required and finance the Group's investment plan. Notwithstanding, this percentage may vary depending on market conditions or applicable requirements.
- This issue is offered preferentially to the Company’s shareholders, who are entitled to subscribe 0.1123139377537210 new shares for each share registered in the Shareholders’ Registry as of July 13, 2020.
The shares will be offered at the price of CH$160.- (one hundred sixty Chilean pesos) per share, and must be paid in full in cash, or with a personal or cashier's check made out to the Company and payable on the same day that the respective shares are subscribed.
Notice of the preferential period for subscribing these shares, which initiates the option period, will be published in the digital newspaper "ellibero.cl" on July 20, 2020.
- Shareholders with the right to subscribe shares or transferees of the options shall do so within a 30-day period from the date the option period begins (i.e. between July 20 and August 19, 2020), understanding that they waive this right if they do not subscribe their shares within this period.
- The preferential subscription right is essentially renounceable and transferable within the 30-day period indicated in letter e) above. The transfer of options should occur by means of private instrument signed by the transferor and transferee in the presence of two witnesses of legal age, a stockbroker or a notary public, or by public instrument between the transferor and transferee. The transfer will only take effect for the Company and third parties once they have been notified of the transfer, based on the document recording the transfer and the respective option right certificate if one had been issued and picked up from the Company.
The Company shall make certificates providing evidence of preferential subscription rights available to shareholders or transferees upon request. These will be issued no later than the business day after than on which the respective communication is received and may be picked up from the Company’s main offices located at Av. Apoquindo 3150, floor 14, Las Condes, Santiago, between 09:00 a.m. and 5:00 p.m. Any other information regarding the right transfer procedure can be requested directly from the Company.
- All shares not subscribed by shareholders or their transferees within the preferential option period, whether because of not exercising the right, partially exercising the right, or waiving the right, and shares from fractions produced from dividing the shares pro rata among the shareholders, shall be offered to those shareholders that did exercise their preferential option, in full or part, pro rata to the number of shares subscribed and paid by each of them, divided by the total shares subscribed and paid by all shareholders that participated in the capital increase during the preferential option period. Once the preferential period has concluded, the Company shall notify all shareholders that subscribed shares during that period of the number of additional shares they have the right to subscribe. The holder of this option may exercise it at any time during the 18 months following the expiration of the preferential option period, under the same price and payment method conditions established for the capital increase addressed at the extraordinary shareholders’ meeting on October 3rd of last year.
Once this 18-month period has expired, all shares not subscribed by the shareholders entitled to do so, whether because of not exercising the right, partially exercising the right or waiving the right, and the shares from fractions produced from dividing the shares pro rata among the shareholders, shall remain at the Board’s disposal for it to decide on the format and methods for their placement at a later date, all subject to the Corporations Act, its Regulations and standards issued by the Financial Market Commission.
- The following table summarizes the monthly trading value of the Company's shares on the stock exchanges for the last twelve months:
Santiago Exchange Month Number of Shares Traded Trading Value (CH$) Average Price (CH$) 07-2019 22,490,392 6,092,067,333 270.87 08-2019 21,788,523 5,601,813,161 257.11 09-2019 34,388,086 8,329,848,613 242.24 10-2019 43,146,408 10,490,909,714 243.17 11-2019 63,197,222 12,629,603,505 199.88 12-2019 20,452,458 4,063,492,277 197.86 01-2020 78,209,439 14,840,573,129 189.76 02-2020 40,527,665 7,252,091,428 178.96 03-2020 77,312,862 11,105,153,210 143.60 04-2020 67,931,184 9,803,803,584 144.30 05-2020 29,293,405 4,396,098,875 150.08 06-2020 52,078,831 7,754,257,386 148.90
Note(s): - Price(s) and amount(s) expressed in Chilean pesos for the month(s) indicated.
- The average price(s) exclude(s) transactions of less than UF 20 and inter-exchange operations..
Chilean Electronic Exchange Month Number of Shares Traded Trading Value (CH$) Average Price (CH$) 07-2019 139,006 37,729,873 271.43 08-2019 978,241 249,959,384 255.52 09-2019 706,592 171,567,343 242.81 10-2019 2,313,100 560,267,953 242.22 11-2019 5,691,205 1,106,986,220 194.51 12-2019 1,877,568 365,589,014 194.71 01-2020 2,416,437 453,296,723 187.59 02-2020 857,027 149,057,475 173.92 03-2020 9,491,444 1,428,280,734 150.48 04-2020 2,464,377 364,994,193 148.11 05-2020 4,247,720 633,337,578 149.10 06-2020 3,292,384 489,710,092 148.74
Notes: Prices expressed in Chilean pesos for the month indicated. As established in article 16 of the Closing Price Setting Manual, official, high, low or average closing prices are not set for trades of shares made in trading systems that are equal to or greater than UF 30,000 UF, or for a number of shares equal to or greater than 1% of the total subscribed and paid shares of the same series.
- These shares have been classified as follows: 1st Class Level 3(cl), and 1st Class Level 3, by the risk rating agencies Fitch Chile Clasificadora de Riesgo Ltda. and International Credit Rating (ICR), respectively.
CHIEF EXECUTIVE OFFICER