Santiago, Chile, June 17, 2024.– Plaza S.A. (the “Company” or “Mallplaza”) announced today the commencement of an equity offering in connection with the capital increase approved by the Company’s shareholders on April 26, 2024. Pursuant to the capital increase, the Company is offering 230,000,000 shares of common stock, no par value (the “Shares”) in the preemptive rights offering (the “Rights Offering”). The Shares have been registered in Chile with the Financial Market Commission (Comisión para el Mercado Financiero). The commencement of the preferred option period to subscribe and pay for the Shares afforded by Chilean law to the Company’s shareholders (período de opción preferente) will be timely informed by Mallplaza.
Desarrollos Inmobiliarios SpA, which is controlled by Falabella S.A. and the controlling shareholder of the Company, has committed to waive its preemptive rights within the preferred option period in the Rights Offering to subscribe and pay for the 136,339,452 Shares to which it would be entitled. Those Shares are being offered in a global offering consisting of (1) an international offering of Shares in the United States to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) in transactions exempt from registration thereunder, and in other countries outside of Chile and the United States to certain non-U.S. persons in reliance on Regulation S under the Securities Act (the “International Offering”); and (2) a concurrent public offering of Shares in Chile (the “Chilean Offering” and, together with the International Offering, the “Global Offering”).
The 136,339,452 Shares for which Desarrollos Inmobiliarios SpA has committed to waive its preemptive rights shall be offered in the Global Offering and sold initially in one block through a book auction on the Santiago Stock Exchange (Bolsa de Comercio de Santiago) in a process known as subasta de un libro de órdenes (the “subasta”), commonly used for the sale of large orders of shares.
Mallplaza intends to use the net proceeds from the Global Offering to pay a portion of the cash consideration for the acquisition of up to 100% of the ownership interest of Falabella S.A. in Falabella Perú S.A.A. (the “Falabella Perú Acquisition”). If the Falabella Perú Acquisition is not completed, Mallplaza may use the proceeds raised through the Global Offering for other general corporate purposes.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Shares. The Shares have not been, and will not be, registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Important Notice Regarding Forward-Looking Statements:
This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our perspectives and expectations, are forward looking statements. The words “expect”, “believe”, “estimate”, “intend”, “plan” and similar expressions, when related to Mallplaza and its subsidiaries, indicate forward-looking statements. These statements reflect the current view of management and are subject to various risks and uncertainties. Actual results could differ materially from those expressed in, or implied or projected by these forward-looking statements as a result of these risks and uncertainties, many of which are difficult to predict and beyond Mallplaza’s control. Investors should not place undue reliance on any forward-looking statement in this press release. Mallplaza’s forward-looking statements in this press release speak only as of the date hereof, and Mallplaza undertakes no obligation to update any such statement after the date of this press release, whether as a result of new information, future developments or otherwise, except as may be required by applicable law.
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