SVS
SUPERINTENDENCIA DE VALORES Y SEGUROS
CHILE
ALVARO CLARKE
Chairman
Chilean Securities and Insurance
Commission
Buenos Aires
29 March 2001
TENDER OFFERS
KEY POINTS
TRANSPARENCY
AND
DISCLOSURE
MANDATORY
TENDER OFFER
CHAIN PRINCIPAL
SVS
CHILEAN SECURITIES AND INSURANCE
COMMISION
TENDER OFFERS
KEY POINTS
MANDATORY
TENDER OFFER
 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
TENDER OFFERS
KEY POINTS
MANDATORY
TENDER OFFER
 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.
SVS
CHILEAN SECURITIES AND INSURANCE
COMMISION
TENDER OFFERS
KEY POINTS


EXCEPTIONS:
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
TENDER OFFERS
KEY POINTS
CHAIN PRINCIPAL

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
TENDER OFFERS
KEY POINTS




TRANSPARENCY
AND
DISCLOSURE
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
TENDER OFFERS
KEY POINTS



TRANSPARENCY
AND
DISCLOSURE
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
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
SVS
SUPERINTENDENCIA DE VALORES Y SEGUROS
CHILE
ALVARO CLARKE
Chairman
Chilean Securities and Insurance
Commission
Buenos Aires
29 March 2001