Regulates Offers Public Acquisition Of Shares (Opas) And Establishes Regime Of Corporate Governance

Original Language Title: REGULA LAS OFERTAS PUBLICAS DE ADQUISICION DE ACCIONES (OPAS) Y ESTABLECE REGIMEN DE GOBIERNOS CORPORATIVOS

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"Article 1.-Introducense the following |! | modifications in law No. 18,045: 1. Insert in the second paragraph of the article |! | 1st, after the expression: "100 shareholders", the |! | phrase: ", excluding those who individually or through |! | other natural or legal persons, exceed this |! | percentage, ".

2. Add to article 7, the following subparagraph |! | Second, new: "the first tender of shares a |! | joint-stock company voluntarily entered into |! | the registration of securities, should be placed in the public, to the |! | least 10% of the total issued shares. ".

3 insert in article 8, the following |! | Second, new subparagraph: "the Superintendent, through standard of character |! | general, may, in consideration of the characteristics |! | the issuer, to the volume of their operations, or other |! | circumstances, require less information |! | and also to circumscribe the transaction of its values to |! | Special and groups of investors that markets |! | determine. ".

4 amended article 12 in the next |! | (sentido: a) Insert, between the words "directors" and |! | " general manager ", the phrase:" liquidators, |! | Chief Executives, ".
(b) Insert after the noun |! | " acquisition ", the second time it appears, the |! | expression "direct or indirect", and replacements the |! | words "five days" by "two working days |! | stock ".
(c) add the following second paragraph: "in addition, the shareholders |! | they must inform communication ordering this |! | Article, if the acquisitions that have been |! | they are due to the intention to acquire control of the |! | society or, in your case, if such acquisition is only |! | the nature of financial investment. ".

(5. Sustitúye_se la letra g) of article 26, by the |! | (siguiente: ''g) not be subject to process or have not been |! | convicted of the offences set forth in the present |! | law or that they deserve punishment disturbing; ".

6 Add the following final sentence to letter |! | a) of article 36, passing the current point and comma (,) to |! | be followed dot (.): "in the event that the registrant is |! | to undergo trial for any of the above offences |! | (en la letra g) of article 26, the inscription only |! | It can be suspended for the time which is in |! | effect measure; ".

(7. Modifíca_se el Título IX en el siguiente sentido: a) article 54 shall be replaced by the following: ' article 54.-any person who, directly or |! | indirectly, intends to take control of a |! | Corporation which make public offering of its |! | actions, whatever the form of acquisition of the |! | actions, including even that could |! | performed by transactions or subscriptions direct |! | private, must previously inform such fact to the |! | general public.
For the purposes mentioned in the preceding paragraph, be |! | It will send a communication written in this regard to the |! | Corporation that is intended to control, to the |! | companies that are controlling and controlled by the |! | society whose control is intended to obtain, to the |! | Superintendence and bags where possibly your |! | values. With the same aim, a notice will be published |! | interest in 2 national newspapers. The |! | communication and publication mentioned above should be |! | be made, at least ten business days of |! | prior to the date in which it is intended to improve |! | the acts that allow to obtain control of the company |! | anonymous respective and, in any case, as soon as you have |! | started negotiations to achieve control, |! | through the delivery of information and documentation of |! | that society.
The content of the communication and publication |! | referred to in the preceding paragraph shall be determined by the |! | Superintendent, using general instructions |! | application and shall contain at least the price and others |! | essential conditions for negotiation to take place.
The infringement of this article shall not invalidate the |! | operation, but will grant to shareholders or the |! | interested third parties the right to demand compensation |! | for damages incurred, in addition to the sanctions |! | administrative matching. In addition, the |! | operations that allow to obtain the control that no |! | comply with the rules of this title, may be |! | considered as a whole, as an operation |! | irregular for the purposes of the provisions in the |! | Article 29 of Decree Law No. 3.538, 1980. ".
(b) Intercalanse continuation of article 54, the |! | following new articles: "article 54 A-within two working days |! | following the date on which acts is perfected or |! | contracts through which to obtain control of |! | a society that make public offering of its shares, |! | a notice shall be published in the same journal that was |! | It has made the publication referred to in article |! | earlier, that you realize this and sent a |! | communication in such sense to persons designated in |! | the second paragraph of article 54.
Article 54 B-if it intends to obtain the |! | control through an offer regulated in title XXV |! | of this Act, shall apply exclusively rules |! | of that title. ".

8 added to article 55, the next subsection |! | end: "when two or more suppliers of the same offer |! | public procurement actions infringe the |! | Title XXV of this law, will respond jointly and severally from |! | the damages that deferring. ".

9 Introducense the following modifications in the |! | ((artículo 60: a) replace the letter b), with the following: "b) which act directly or in the form |! | disguised as stock brokers, agents of values |! | or classifiers of risk, without being registered in the |! | Records required by this law or whose registration has been |! | been suspended or cancelled, and that knowing them |! | They facilitaren the means to do so; ".
b) replacements at the end of the letter d), coma |! | (,) and the conjunction "and" by a semicolon (;).
((c) delete the second paragraph of the letter e).
d) Agreganse the following new letters to |! | (continuación de la letra e), passing the point apart (..) |! | in the last paragraph of this letter, to be comma |! | ((;): "f) which defraudaren others acquiring |! | shares of a corporation open, without |! | a public offer for acquisition of shares in the |! | where this law;
g) that use of privileged information |! | performs an Act, by itself or through other |! | people, in order to obtain a pecuniary benefit |! | or avoid a loss, both for itself and for third parties, |! | by any operations or transactions |! | with publicly offered securities;
(h) he reveals insider, with |! | subject to obtaining a pecuniary benefit or avoid a |! | loss, both for itself and for third parties, in |! | operations or transactions with offered securities |! | public;
i) which used unduly benefit |! | own or of third parties securities in custody by |! | (el titular o el producto de los mismos, y j) who deliberately hide or delete the |! | accounting records or custody of an intermediary of |! | values.
(A las personas a que se refieren las letras b), e), |! | ((((f), g), h), i) and j), above, shall apply them |! | incidentally the disqualification penalty to be |! | the article (refiere el inciso segundo de la letra f) |! | previous. ".

10 Introducense, in article 68, the following |! | (modificaciones: a) in the current single paragraph, add to |! | continuation of the word "managers", the phrase: "top executives".
(b) add the following new second subsection: "means Chief Executive to any |! | person who has relevant powers of |! | representation or decision in the society in matters |! | own the drawing, regardless of the denomination |! | to be granted them. ".

11 amending article 72, at the next |! | (términos: a) replaced by the second part of the subsection |! | First, the expression: "partners, administrators, |! | the titular and deputy members of the Board of |! | Classification ", by the following:" partners |! | main ".
(b) replace the second paragraph by the following: "in sorting companies risk the |! | capital must belong to at least in 60% to the |! | main partners. Refers to main partners |! | for the purposes of this title, persons |! | natural, legal entities, provided that they are of the same turn, or |! | subsidiaries of the latter, which are individually |! | owners of, at least, 5% of the social rights. |!| The Superintendent will determine if the legal person |! | in compliance with the above-mentioned requirement. ".

12 Article 73, replaced by the following: ' article 73.-Las sorting societies of |! | risk, to apply for registration in the register, |! | They shall submit copy of the rules of procedure that |! | sets the process of allocation of categories of |! | classification. ".

13 Article 74, replace by the following: ' article 74.-La certification categories |! | assigned shall be granted by a senior partner or |! | by the representative of the authorised. ".

14 article 75, replaced by the following: ' article 75.-the power granted to certify |! | the assigned category of risk, must be accompanied |! | registration. ".

15 delete, in paragraph first item |! | 79, the phrase "or be a titular or substitute member of the |! | Council of classification ".
16. replace, at the end of article 80, the phrase |! | " partners, managers or members of the Board of |! | classification "by the following:" partners or |! | Administrators ".

17 Article 81, replace by the following: ' article 81.-when classifying society or |! | one of its main partners is considered person |! | with interest in a particular issuer, cannot |! | sort the values of the latter. Also not |! | You can entrust the direction of a rating to |! | people considered with interest in the issuer of those |! | values. ".

18 remove the third paragraph of article 84.

19 delete, in article 85, the phrase |! | " titular and deputy members of the Board of |! | classification, ".
20 Introducense the following modifications in |! | (el artículo 88: a) in the second paragraph, in the first definition |! | category AAA, insert, between words |! | " affected "and"suede", the expression" in form |! | significant ".
(b) in the third subparagraph, in the definition of the |! | category "level 1 (N-1)", insert, between the |! | words "affected" and "suede", the expression "in |! | significantly ".
(c) add the following new fifth subsection: "sorting, risk entities |! | According to the provisions of the second paragraph of the |! | Article 72, count with the participation of a |! | sorting of recognized international risk |! | prestige, may use the names of |! | debt holdings of these risk categories |! | latest. In this case, sorting entities |! | They shall inform the Superintendent, prior |! | application, the equivalences between categories |! | classification and category defined in the |! | second and third subparagraphs of this article. ".

21 be added following article 89, new: "article 89.-the sorting entities of |! | risk may add prefix or suffix "cl" to the |! | name of the classification categories, for |! | identify national classifications. ".

22 replace the second paragraph of article 92, |! | by the following: "the procedures, methods or criteria of |! | classification and its modifications shall be agreed, |! | before application, by the respective entity |! | classifying and informed to the Superintendency |! | respective, through the identification of the document |! | in that they contained, to the following day in which are |! | agree. ".

23 amended article 132 in the following |! | (términos: a) Insert, in subparagraph second, between the |! | word "embargoes" and the final dot (.) that follow, |! | the phrase "or composed of bonds acquired in virtue of |! | the provisions of the following paragraph ".
(b) add the following new third subsection: "subordinated bonds issued by the |! | estates separated, once added to the |! | registration the certificates referred to in the |! | articles 137 and 137 bis, can be purchased by the |! | company issuing them. In such a case, not be |! | They shall be considered for purposes of prove existence or |! | the minimum equity required by this permanence |! | article. ".

24 Intercalanse in article 144 bis, the |! | following subparagraphs second, third and fourth new: "the general public deed may stipulate that |! | one or more of the successive separate heritages to be |! | form by virtue of the provisions of this article, be |! | incorporate within the 30 days following the entire |! | of its assets, one of the assets already separated |! | formed, provided that the requirements have been fulfilled |! | determined in the general public deed and that the |! | result of the operation do not spoil the grade of |! | existing investment in the securities of this |! | last, facts that are to be certified by the |! | representative of the title of debt holders.
The asset of the successive separate heritages |! | who are will to integrate full the |! | Active absorbent separate heritage, from the |! | date you take note of the certificate referred to the |! | the registration of securities margin.
If separate heritage fails to integrate |! | by do not meet the requirements established for this purpose, |! | will be maintained as such by the time of validity of |! | the debt securities to their training. ".
25 Introducense in the first paragraph of the article |! | (166, las siguientes modificaciones: a) replaced, at the end of the current letter b), the |! | comma (,) and the conjunction "and" by a semicolon (;).
((b) insert a letter c), new, the next, |! | (pasando la actual a ser letra d): "c) holding persons or their |! | representatives, performing operations or negotiations |! | aimed at the disposal of the control, and ".
c) replaced in the third paragraph the reference to |! | (letter c) on the other hand the letter d). ".

26 replace the second paragraph of article 183, |! | by the following: "shall be included for the purposes of |! | This title, within the concept of foreign securities, |! | certificates of deposit securities |! | Chileans, issued in the country or abroad. ".

27 disposed of, in the fourth paragraph of the article |! | 197, the word "international".

28 Agreganse, then in article 197, the |! | following new titles: "title XXV of the public offer for acquisition of shares article 198.-it means that public offering of |! | acquisition of shares is one that is formulated for |! | acquire shares of corporations that do |! | public offering of its shares or convertible securities in |! | them, offering by any means to the |! | those shareholders acquire their titles in |! | conditions that allow the offeror to achieve a true |! | percentage of society and within a certain period.
The offeror may make the offer for shares of |! | companies that make public offering of its |! | shares, securities convertible into them or both.
In any case, the offer for a few does not oblige to formulate |! | offer by the others.
The provisions of this title shall apply to both |! | to offers submitted voluntarily as a |! | those to be carried out in accordance with the law.
Whenever in this title speaks of actions |! | as object of the offer, such expression shall include |! | also the securities convertible into shares; and when |! | reference is made to an offer, means which are |! | concerning a takeover bid of |! | actions.
The Superintendent may exempt from compliance |! | one or more rules of this title, to those offers |! | up to 5% of the issued shares of a total |! | society, when they have on stock and pro rata |! | for the rest of the shareholders, in accordance with the |! | stock regulations to this effect adopted the |! | Superintendency.
Persons taking bids from |! | acquisition of shares, the organizers and the |! | managers of the offering will be subject in |! | relationship with those offers to the control of the |! | Superintendency.
Article 199.-Must undergo the procedure |! | offer referred to in this title, the following |! | procurement actions, direct or indirect, of a |! | or more series, issued by a society that do offer |! | (pública de las mismas: a) which allow a person take control |! | of a society;
(b) offer the driver required of |! | According to the provisions of article 69 ter of the law |! | No. 18.046, provided that under an acquisition |! | come to control two-thirds or more of the actions |! | issued with voting rights of a company or the |! | (serie respectiva, y c) If a person intends to acquire control of |! | a society that has control other than |! | make public offering of its stock, and representing a |! | 75% or more of the value of its consolidated assets, should be |! | previously made an offer to shareholders of |! | in accordance with the rules of this title, the latter by |! | not less than the percentage that allows |! | get your control.
Excepted from the preceding rules, the |! | (siguientes operaciones: 1) an increase from acquisitions of |! | capital through the issuance of shares in payment of |! | first issue, allowing for the number of them, to the |! | acquirer to gain control of the issuer;

(2) the acquisition of the shares which are |! | alienated by the controller of the company, always |! | that they have stock market presence and the price of the |! | purchase is paid in cash and is not substantially |! | higher than the market price;

(3) that occur as a result of a |! | Fusion;

((4) acquisitions by cause of death, and 5) which may arise from forced disposals.
For the purposes of the provisions of no. 2 of the |! | (inciso anterior, se entenderá por: i) market price of a stock, who |! | results from calculating the weighted average of the |! | stock transactions, which have been made between |! | the ninetieth day stock and the thirtieth day |! | business stock market prior to the date on which must |! | (efectuar_se la adquisición, e ii) substantially above the market price, |! | that value exceeding the indicated in the letter |! | precedent in a percentage to be determined once to the |! | year the Superintendency, through standard of character |! | general, and which may not be less than 10% nor greater |! | to 15%.
The Superintendent will determine, through |! | general application instructions, conditions |! | minimum that shall meet the actions to be |! | considered with stock market presence. In any case, of the |! | implementation of these instructions may not be that |! | are excluded societies in which threatened |! | invest in a mutual fund, according to the rules as you |! | apply to these.
For the purposes of this title, is |! | be considered as direct those acquisitions of |! | actions by persons acting in concert or low |! | an agreement of joint action.

Article 200.-The shareholder who has taken the |! | control of a company may not, within the twelve |! | months from the date of the |! | operation, acquire shares of it amounting |! | equal to or greater than 3%, without making an offer of |! | According to the rules of this title, whose price |! | unit per share shall not be less than the paid in |! | the takeover operation. However, if the |! | acquisition is made in bag and in proportion to the rest |! | of the shareholders, will be available a percentage |! | more shares, according to securities regulation |! | to approve the Superintendent for this purpose.

Article 201. If within the time limit which average between |! | the 90 days prior to the offer period and |! | up to 120 days of the date of publication |! | acceptance notice provided in article 212, the |! | provider, directly or indirectly, purchased or |! | It acquired of the same covered actions in the |! | offer more advantageous price conditions which the |! | referred to in this, the shareholders who have them |! | sold shall be entitled to demand the price difference |! | or the benefit in question, whereas the value |! | higher which has been paid. In such cases, the offeror |! | and those who have benefited are |! | jointly and severally obliged to pay.
During the period of validity of the offer, the |! | offeror may not acquire shares offered |! | through private transactions or in bags of |! | values, national or foreign, but through the |! | procedure laid down in this title.

Article 202-Offeror must publish a notice |! | informing of the beginning of the term of the offer of |! | acquisition. The notice must be highlighted and published |! | the day prior to the beginning of the term of the offer, |! | at least two newspapers of national circulation.
The notice shall contain the background |! | essential for its successful intelligence, than the |! | Superintendent determined by standard of character |! | General.

Article 203.-The offerer must put a |! | available to interested parties, from the date of the |! | notice of start and during the term of the offer, a |! | prospectus containing all the terms and conditions |! | of the offer. A copy of the prospectus must be a |! | available to the public at the offices of the society |! | whose shares for the offer, at the office of the |! | offeror or of his representative, if any, |! | as also of societies that are controlled by |! | that and make public offering of its shares, de |! | the SVS and the stock exchanges. In the |! | same date in which published notices of home de |! | the offer, the offeror shall send copies of the |! | prospect the Superintendence and bags of |! | values.
The package leaflet shall contain, at least, the |! | complete individualisation of people (siguientes menciones: a) |! | natural or legal entities which effect the offer; and if |! | in case of the latter, shall be indicated the |! | name, title and address, its directors, managers, |! | Executive principal and administrators; participation |! | in other societies and identification of persons |! | related of the offeror. In addition, should |! | contain a financial, legal description and the |! | business of the offeror or its effective drivers and |! | final, if it be the case. The offeror, in any case, |! | you secure a domicile in the national territory.
(b) shares or securities referred to in the offer and |! | number of shares or percentage of shares |! | whose minimum purchase is required for the success of the |! | offer.
(c) price and payment conditions. The price of the |! | offer must be determined and it may consist in |! | money or values of public offering, to be indicated |! | in the form required.
(d) validity of the offer and procedure for |! | accept it. Indicate with precision those |! | records or documents that must accompany the |! | concerned, at the time of giving shareholders their |! | actions.
(e) form and opportunities in which bidders |! | they took actions that have at the beginning of the |! | offer, if it be the case; and existing relationships with |! | other drivers of the company or shareholders |! | majority, in his case.
(f) form in which the offeror will finance the payment of the |! | price of the shares which are acquired at the end of |! | the offer. If you have committed credits or |! | contributions of capital, shall provide the |! | background necessary to conclude that there are |! | effectively the funds for the payment of the price. Yes is |! | case of an offer of an exchange of values, should be |! | detail the way in which the offeror has acquired or |! | It will acquire the values for the Exchange.
(g) the amount and form of the security lodged by the |! | providers, if any, and individualization of the |! | responsible for their custody, formalization and execution.
(h) conditions or events that might produce the |! | revocation of the offer.
i) full identification and address of the |! | third party offeror has designated for that |! | organize or manage the offer, and must be clarified the |! | powers that are granted to you.
j) full identification and address of the |! | individuals and independent professionals who have |! | advised the offeror for the formulation of its offer.
(k) the others requiring the Superintendent, |! | by rules of a general nature.

Article 204-along with the launch of its |! | offer, the offeror may include in it a warranty |! | formal compliance, constituted in the designated form |! | in this article.
If offeror optare constitutes the guarantee, |! | You must provide proof of its Constitution before the |! | Superintendent, in terms that secure the payment of a |! | pay compensation minimum and all events to the |! | affected in the event of breach of the obligation of |! | payment of the price. This warranty may be granted through |! | Bank ballot or endorsement in a deposit guarantee to |! | term taken in a bank or financial company of the |! | plaza, garment on public offering or policy values |! | insurance, which will remain in custody in a |! | Bank or stock exchange.
The guarantee must remain valid during the |! | thirty days following the publication to be |! | concerned article 212 or the deadline |! | established for payment, if later.
The value of the guarantee may not be less to the |! | 10% of the total amount of the offer.
Any controversy that is host of the |! | compliance of the tender between the offeror and the |! | Welcoming shareholders, shall be resolved by a judge |! | arbitrator appointed by the presiding judge in thing |! | civil jurisdiction in the address of the offeror and |! | that should rest with a lawyer with at least 15 years of |! | exercise. Not proceed the appointment of common |! | agreement.
The arbitrator shall publish, on the same date, a notice |! | in the official journal and the journal in which are |! | It announced the offer, which shall notify the |! | Constitution of arbitration, granting a period of 30 |! | days for all those involved in the offer do |! | their rights. This publication shall constitute the |! | legal site for all procedural purposes. |!| In addition, in the first decision handed down, set the |! | procedure that shall be subject to the application of the |! | trial. Costs that irrogue the publication, other |! | steps that may be necessary and the fees of the |! | referee, will be paid at the warranty expense, without |! | prejudice of the ruling regarding costs, |! | and the Bank or the stock market |! | make that available quantities requiring |! | and are sufficient for this purpose.
From moneys of the realization of the |! | warranty, whatever form that is |! | constituted, will remain in the garment, full-fledged, in |! | replacement of that. The arbitrator may order to the |! | holder of the guarantee, which is to be deposited to |! | interest in a banking institution, while is |! | resolves the issue.
The sentence handed down by the referee will be opposable to |! | all those interested in the offer, although they are not |! | personable in the trial.
The execution of the ruling by the arbitrator shall be |! | without any further formality by the banking institution or bag of |! | values, depending on the case, giving the value of the |! | guarantee to each of the shareholders, in proportion of |! | the actions delivered on the offer.
If the judgment of the umpire damning for |! | the offeror, the shareholders may sue in trial |! | summary the other damages that may prove, |! | the amount exceed the amount covered by the guarantee.
Against decisions handed down by the referee not |! | recourse shall proceed.
Article 205.-The term of the offer shall be |! | established by the offeror by the fixing of a |! | period, which shall be not less than 20 days no more to |! | 30 days, unless the society has registered in its |! | records to depository institutions, in which case the |! | period shall be 30 days.
Without limiting the foregoing, the offeror may |! | extend the offer only once and for a minimum of |! | 5 days and up to 15 additional days. This extension |! | It shall communicate to interested parties before the |! | expiration of the offer, by means of a notice published in |! | the same day, in newspapers in which |! | notice of home publications.

Article 206.-during the validity of an offer, |! | on these and other offers may be presented |! | actions referred to in the above provisions.

These offers will be governed by the rules of this title and |! | will only have value when their respective notices of |! | home are published, at least 10 days of |! | prior to the expiration of the term of the offer |! | initial. Home of tenders notices |! | competitors shall be published in the same way |! | provided for in article 202.
May not participate in new offerings |! | simultaneous natural or legal persons |! | interested as bidders in those that are |! | in force.

Article 207.-as a result of the announcement of a |! | both offer the issuer of shares |! | they are subject to the offer, as the members of its |! | Directory, as appropriate, will be subject to the |! | (siguientes restricciones y obligaciones: a) not be, during the entire period of a |! | offer, acquire own shares; solve the |! | creation of subsidiaries; dispose of property of the |! | Active representing more than 5% of the total value of |! | This and increase its debt by more than 10% |! | with respect to which kept up until the start of the |! | offer. However, the Superintendent may authorize, |! | by resolution founded, the performance of any of |! | previous operations, provided that they do not affect |! | the normal development of the offer.
(b) the issuer shall provide to the |! | offeror, within the term of 2 business days counted |! | from the date of publication of the notice of home, |! | an up-to-date list of its shareholders containing |! | at least the terms indicated in article 7 of |! | the law Nº 18,046, on those who are |! | they were recorded in the register on that date.
(c) the directors of the company shall issue |! | individually a report written with his opinion |! | founded about the appropriateness of the offer for the |! | shareholders. In the report, the director must declare |! | his relationship with the driver of society and with the |! | offeror, and interest that may be in the |! | operation. The reports shall be made to |! | available to the public together with the package leaflet to |! | referred to in article 203 and given a copy |! | within the term of 5 working days counted from the |! | date of publication of the notice of home, to the |! | Superintendent, to stock, to the offeror and |! | the administrator or organizer of the offer, if thing |! | any.

Article 208.-The offer should be directed to |! | all shareholders of a company or the series of |! | It is, in your case.
If the number of shares included in the |! | acceptances of the offer exceeds the number of shares |! | It has offered to acquire, the offeror shall |! | buy them in proportion to each shareholder |! | acceptors. To this effect, a factor will be calculated for |! | Pro-rata basis that will result from dividing the number of shares |! | offered to buy by the total number of shares |! | received. The acquisition will be made only by the |! | whole number of shares resulting from the formula |! | described above.

Article 209.-in the case of offers aimed at a |! | specific series of actions, they must be done |! | on an equal footing for such shareholders |! | series.
Yes preferences or privileges established for |! | a specific series of actions granting pre-eminence |! | on the control of society, all offer contact to |! | This series of actions, will force to make an offer |! | equal percentage with respect to the other joint |! | series of shares of the company. For the purposes of |! | This article refers to the control of the |! | society may be obtained through any of the |! | actions referred to in article 97.

Article 210-Tenders carried out conforming |! | the provisions of this title shall be irrevocable. |!| Notwithstanding this, bidders may contemplate |! | causal objective expiration of its offer, which are |! | include a clear and prominent both in the |! | prospect at home prompt.
If you have been proposed by the offeror the |! | acquisition of a minimum number of shares, the offer |! | It shall be without effect when it is not achieved, circumstance that |! | It will be indicated prominently on the notice de |! | home as in the prospectus referred to in the |! | foregoing provisions. The foregoing is without prejudice |! | that the offeror redujere their claim values |! | received on the date of expiry of this. It will be |! | also apply in the event that the buyer condition |! | resolutivamente the offer, to the event to be acquired a |! | minimum number of shares of another company during a |! | offer simultaneous.
However, the offers may be amended during their |! | entry into force only to improve the price offered or |! | increase the maximum number of shares that they should make a offer |! | purchase. Any increase in the price, will favour |! | also to those who have accepted the offer in your |! | initial or previous price.
The offeror may be new offerings by the |! | same actions, only after 20 days later than |! | the offer will stay without effect for one of the reasons |! | referred to in this provision.

Article 211.-Acceptance of the offer shall be |! | retractable, totally or partially. All shareholders who |! | they have handed over their shares may retract up to |! | before the expiration of the term or its extensions. In |! | If so, the offeror or the administrator of the offer, |! | If there is one, you must return the titles, transfers and |! | other documentation provided by the shareholder as |! | soon this will communicate in writing its withdrawal.

Article 212.-on the third day of the date of |! | expiration of the term of an offer or of its |! | extension, the offeror shall publish in them |! | newspapers in which was the publication of the |! | notice of start, the result of the offer, indicating |! | the total number of shares received, number of |! | actions that will acquire, the apportionment factor, if |! | the case, and the percentage of control to be reached |! | as a result of the offer. This information should be |! | refer to the Superintendent and to the bags of |! | at the same date of publication notice de |! | acceptance.
For all legal purposes, the date of |! | acceptance by shareholders and formalization of |! | each alienation of securities shall be the day on which are |! | publish the notice of acceptance.
Actions that have not been accepted by the |! | Offeror will be put to the shareholders |! | respective immediately by the supplier or by the |! | society, upon completion of the registration process of |! | shares in the register of shareholders, where applicable.
If the expiry of the period referred to in subsection |! | First, the offeror has not published the notice of |! | result, shareholders may opt out of its |! | acceptance.
In any case, the Declaration of the offeror may not |! | be granted beyond the 15 days since the |! | expiration of the term of the offer, including their |! | Extensions. If so it does not occurs, means that the |! | offeror has engaged in serious breach of its |! | obligations.

Article 213-Offeror must indicate in the |! | offer if its purpose is to keep the subject society to |! | the rules applicable to open corporations |! | registered in the register of securities, for a term or |! | indefinitely, even when not legally obligated |! | to do this.

Article 214.-The SVS, in accordance with their |! | powers, can comment and demand to the |! | offering additional background to the provided, |! | in order that investors have with the |! | truthful information, sufficient and timely required for |! | decide whether to accept the offer.
Deficiencies in the information provided or |! | failure to comply with the requirements established in this |! | law, empower the Superintendent to suspend |! | up to 15 days the start or continuation of the |! | offer. This suspension may be extended once and |! | for the same term. If losing extra time remain the |! | causes that founded it, the Superintendent will leave without |! | the offer for resolution founded effect.

Article 215.-Notwithstanding the limitations |! | referred to in the laws that regulate them, the |! | companies administering funds controlled by the |! | SVS may participate as acceptors |! | with regard to public tenders concerning this |! | Title, on behalf of the respective funds, |! | disposing the corresponding actions and exercising |! | all rights that assist them in that capacity.

Article 216.-Transactions from de |! | a public offer for acquisition of shares may be |! | mediated outside Exchange securities agents or |! | stockbrokers.
If they may be mediated by outside brokers |! | bag, they should report the transaction to the |! | stock exchanges that form part so the |! | incorporated into the information systems to the |! | investors.


TITLE XXVI of the public offer of shares or securities |! | convertible abroad article 217.-the corporations making |! | public offering of its securities shall be authorized for |! | record these values abroad, with the object |! | allow its offer, quotation and transaction in the |! | international markets.

Article 218-Issuers are obliged to |! | submit to the Superintendent and the bags of |! | local values the same information and in equal instalments |! | to be submitted to the regulatory authorities |! | Foreign and international markets, by values |! | Register, placed and possibly in those markets.
The information to be provided in language |! | alien will be presented to the Superintendent and to the |! | local exchanges, in original text and with a |! | translation made by the own transmitter in language |! | Spanish, duly signed by the Manager of the issuer. |!| Such information will be as authentic document |! | for all legal purposes, since it is done |! | delivery to the Superintendent.

Article 219.-Holders of certificates or |! | securities issued against shares deposited, will have |! | the same rights that confer the laws or the |! | by-laws to all the shareholders of the company, the |! | which shall be exercised through those and through |! | of the depository institution, which is adjusted to the |! | terms of the contract of deposit or the |! | instructions received at every opportunity.
The depositary certificates |! | values, will vote in shareholders meetings in the |! | a form that has been agreed in the contract of deposit. In |! | matters not provided for in the contract, the depositary shall |! | to the instructions received from the respective |! | holders of the values for each of the subjects |! | indicated in the announcement. In case that the depositary |! | may not vote, actions that represent only |! | should be considered for the calculation of the quorum of |! | assistance.
Violation of the instructions or the absence |! | thereof, shall not invalidate the vote that has been issued, |! | but liable to the depositary of the damages |! | caused to the holders of the certificates. ".