Business Context and Reporting Period
This Form 6-K filing by Banco de Chile (Banco de Chile) dated December 5, 2012, reports on a capital increase approved by shareholders on October 17, 2012. The filing announces the commencement of the Ordinary Preemptive Rights Offering Period for the issuance of new cash shares.
Key Financial Metrics and Capital Structure
- Capital Increase: Issuance of 3,939,489,442 new cash shares (Serie "Banco de Chile-T") without par value.
- Offering Price: CLP $64 per share.
- Shares Offered in Preemptive Period: 2,659,987,126 shares total.
- Allocation:
- 2,116,815,508 shares offered to Banco de Chile shareholders (ratio: 0.04474769744 new shares per existing share).
- 543,171,618 shares offered to Sociedad Matriz del Banco de Chile S.A. (SM-Chile S.A.) Series A, B, D, and E shareholders (ratio: 0.04474781921 new shares per existing share).
- Record Date: November 29, 2012.
- Payment Terms: Payment required in advance within 30 days of the press release date.
Material Changes and Share Characteristics
The new "Banco de Chile-T" shares are ordinary shares with rights identical to existing shares, with one specific restriction: they are not entitled to dividends or fully paid-in shares regarding the net distributable earnings for the fiscal year 2012. Upon the distribution of these 2012 earnings, the T-series shares will automatically convert to standard ordinary Banco de Chile shares.
The capital increase and bylaws reform were approved by the Superintendency of Banks and Financial Institutions via Resolution No. 263 on November 15, 2012, and registered on November 22, 2012.
Outlook, Timeline, and Regulatory Status
- Offering Period: The Ordinary Preemptive Rights Offering Period begins with this announcement and is extended for 30 days, ending on January 3, 2013.
- Regulatory Status: The securities have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption.
- Management Commentary: The filing serves as a formal notification to shareholders regarding the mechanics of the capital increase and the preemptive rights period.
Investor Verification Checklist
- Verify the exact number of shares held on the record date (November 29, 2012) to calculate the specific number of new shares eligible for purchase.
- Confirm the total capital required to exercise preemptive rights based on the CLP $64 price per share.
- Monitor the automatic conversion of "Banco de Chile-T" shares to ordinary shares following the 2012 dividend distribution.
- Ensure compliance with U.S. securities laws if the investor is located in the United States, as the offering is not registered there.