Cogenpower Regulatory News (CGP)

24 Jul 2007 07:00

Banco de Chile23 July 2007 -------------------------------------------------------------------------------- FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July, 2007 Commission File Number 001-15266 BANK OF CHILE (Translation of registrant's name into English) Ahumada 251 Santiago, Chile (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F___X___ Form 40-F Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____ Indicate by check mark whether by furnishing the information contained in this Form, theregistrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes____ No___X___ If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________-------------------------------------------------------------------------------- BANCO DE CHILE REPORT ON FORM 6-K Attached is an English translation of a letter filed by Banco de Chile with theChilean Superintendency of Banks, Chilean Superintendency of Securities andInsurance and local Stock Exchanges, with respect to essential information thatQuinenco S.A. has communicated to the security market. In addition, it is enclosed herewith an English translation of said essentialinformation, which Quinenco S.A. has communicated to the Superintendent ofSecurities and Insurances.-------------------------------------------------------------------------------- Mr.Guillermo Larrain RiosSuperintendent of Securities and InsurancesPresent Subject: Essential Information Mr. Superintendent: In accordance with Articles 9 and 10 of the Securities Law Ndegrees 18,045 andChapter 18-10 of the Regulations of that Superintendency I hereby inform, asEssential Information, related to this institution, that on today'sdate, Quinenco S.A. has communicated to the securities markets, by means of acomplementary essential information release that it has entered into anagreement with Citigroup Inc, pertaining to a strategic partnership of theirbusinesses and financial operations in or with respect to Chile. The agreementis subject to the respective prior approvals of the Chilean and United Statesauthorities and in compliance with other suspensive conditions stipulatedtherein. The most relevant aspects of this strategic partnership are described in theaforementioned release with details pertaining to Banco de Chile set forth inparagraphs a); b); c); d); e); g); i); and j). Sincerely, Julio Guzman HerreraActing Chief Executive Officer-------------------------------------------------------------------------------- QUINENCO S.A. Santiago, July 19th, 2007 Mr. Guillermo Larrain RiosSuperintendent of Values and Securities REF.: ESSENTIAL COMPLEMENTARY FACT Quinenco S.A. Registration in Value Register Ndegrees 0597 Mr. Superintendent, According to what has been stipulated in Article 9th of the second paragraph ofArticle 10th of Law 18.045 on Securities Market, according to what has beenprescribed by the Regulation of General Character Ndegrees 30 and by Circular Ndegrees 1737 dated January 13th, 2005 of that Superintendence, being authorizedfor the purpose by the board of directors of Quinenco S.A. ("Quinenco"), please allow me to inform you of the following: In pursuit of the Essential Information release that was presented on June 28th,2007, I hereby inform you, as essential information, that on this same dateCitigroup Inc ("Citigroup") and Quinenco have entered into a contract whichcontemplates a strategic partnership of their financial businesses and servicesin or with respect to Chile, subject to the prior authorization of the relevantauthorities in Chile and in the United States of America, further approvals incompliance with the current legislative requirements and in compliance withfurther suspensive conditions stipulated therein. In accordance with the signed contract, the following paragraphs represent themost relevant aspects of the strategic association agreed to between Quinencoand Citigroup:-------------------------------------------------------------------------------- (a) Quinenco and Citigroup will be shareholders of LQ Inversiones FinancierasS.A. ("LQIF"), the parent corporation of Sociedad Matriz del Banco de Chile S.A.("SM-Chile") and of the Banco de Chile, among other companies. Initially andprovided that the closure of this operation occurs on the planned date of thefirst day of 2008, ("Date of Closure"), Citigroup will become the owner of32.96% of LQIF and Quinenco of the remainder. It is further stipulated thatwithin the 28 months following the Date of Closure Citigroup, may increase, upto 50%, its participation in LQIF in accordance with the paragraphs describedbelow. A central element of this association, constituted by the agreement, isthat LQIF will permanently maintain capital stock which represent at least 56%of the voting rights of Banco de Chile. (b) It is stipulated that Quinenco will remain, at all times, in control of LQIFand of the corporations which are directly or indirectly controlled by LQIF,and, accordingly, is thereby granted the power to elect the majority of thedirectors of LQIF, SM-Chile and Banco de Chile. (c) In order to maximize the contributions made by the addition of theexperience of Citigroup, one of the principal financial institutions in theworld, to Banco de Chile, the signed contract considers that there will be anactive participation of Citigroup at all levels of this strategic partnership,and it contains various agreements establishing rights for Citigroup, aimed atmaterializing the said active participation. (d) In order to benefit the customers of Banco de Chile and Citigroup in Chile,it has been considered that the association allows them to access to a widevariety of products and services resulting from the combination of strengthsfrom both institutions, with a platform of branches available in Chile andworldwide. Likewise, the contract contemplates the joint development of bothinstitutions, for its customers in Chile, of products and services in whichCitigroup has a worldwide leadership, particularly in the areas of corporativebanking and investments, private banking, international personal banking, globaltransactional services and international financing operations.-------------------------------------------------------------------------------- (e) A very important aspect of this association is the merger of Banco de Chilewith the financial businesses of Citigroup in Chile, for which purpose thedifferent entities belonging to Citigroup in Chile will be reorganized, for thepurpose of facilitating the aforementioned merger. For this merger, Banco deChile has been valued at US$ 6,015 millions and the financial operations ofCitigroup in Chile at US$ 701 million, which results in the latter constitutingapproximately 10.44% of the merged bank. The contribution by Citigroup of otherassets to the strategic association for an approximate value of US$ 192 millionis also considered and with this Citigroup would reach a participation of 32.9%in LQIF on the Date of Closure mentioned in the preceding paragraph (a). Concerning the profits of fiscal year 2007, the mentioned merger considers thatthese will be distributed among the current shareholders of Banco de Chile. (f) The contract considers two options. The first may be exercised in a 28months term starting on the Date of Closure, through which Citigroup maypurchase 8.52 % of LQIF for a price of UF 11,475,455.68 plus 5% annual interest,starting from the Date of Closure. The execution of this option may be required by Citigroup or by Quinenco (call/put), such that if Citigroup does not exercise it and Quinenco does not requireit, Citigroup will remain at the participation percentage in LQIF initiallymentioned. Finally, there will be a second option for Citigroup to purchase an additional8.52% of LQIF, which allows it to reach 50% of participation herein, aspreviously indicated. The term to exercise this option is until month 29counting from the Date of Closure and the price to pay will be UF 11,475,455.68plus 5% annual interest, starting from the Date of Closure. (g) Another agreement contemplated consists of the acquisition Citigroup willcarry out of the businesses that Banco de Chile maintains in the United Statesof America, which includes the North American branches of the Banco de Chile,for a price of US$ 130 million. As a result of this acquisition, the customersin the United States can continue operating through the offices of the Banco deChile in Chile and will have access to the most extensive and sophisticatedrange of products and services which Citigroup will place at their disposalthrough its offices and branches in more than 100 countries through out theworld.-------------------------------------------------------------------------------- (h) The contract reflects the intention of both parties to include in thestrategic partnership the participation of Citigroup in AFP Habitat, which willdepend on the decision Citigroup will take in light of its existing contractswith its partner in the said business, the Camara Chilena de la ConstruccionA.G. (i) It is provided that on the Date of Closure, a shareholders agreement will besigned between the parties which will regulate, among other matters, thetransfers of shares between the partners under the stipulation of preferentialpurchase rights and tag along or joint sale rights; the joint approval ofcertain relevant matters and other related clauses, among other aspects, to theadministration of the several corporations which will be part of the strategicpartnership. (j) The values indicated in the preceding paragraphs may be modified accordingto the result of a revision or due diligence process pertaining to the contractset forth herein and the results of the capital increase of the Banco de Chilewhich is currently being carried out. Likewise, it is hereby noted that the formalization of the association in fiscalyear 2008 could generate for Quinenco a financial profit of approximatelyCh$116,000 million . The definitive effects of this transaction will bedetermined once the relevant analyses of fair values thereto associated havebeen concluded. Finally, it is worth noting that what has been indicated in thisparagraph does not consider the effects which might be produced by the possibleexercise of the options referred to in paragraph (f). Sincerely, (illegible signature) Guillermo Luksic Craig President c.c. Santiago Stock Exchange Chilean Electronic Stock Exchange, Stock Exchange Brokers Stock Exchange-Stock Exchange of Valparaiso Risk Classification Commission Banco BICE Department of Bond Holders -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized. Date: July 19, 2007 Banco de Chile /S/ Julio Guzman H. By: Julio Guzman Herrera Acting CEO -------------------------------------------------------------------------------- This information is provided by RNS The company news service from the London Stock Exchange