Law and regulation of private placement of common stock in Chile

1. Prospectus requirement

  • Offer to the public.
  • Admission to trading of securities on a regulated market.

2. Prospectus exemptions

Key exemptions

Offer to the public

  • Not made via mass media e.g. the press, radio, television and the internet, where such media are publicly accessible in or from Chile regardless of where they are produced or broadcast;
  • Includes only securities which are not registered securities with the Chilean securities regulator, the Financial Market Commission (Comisión para el Mercado Financiero) (non-registered securities) and the offer is:
    • Targeted/sent exclusively to Qualified Investors including banks, financial entities, insurance companies, fund managers subject to certain conditions, securities intermediaries, stockbrokers and securities agents and individuals or legal entities with financial investments in securities and assets of approximately USD 3.6m or more and understand the risks involved;
    • Targeted/sent to less than 250 investors, of which only 50 are non-Qualified Investors; or
    • individual denomination price of each offered security is above 5000 unidades de fomento (approximately USD 180,000).

3. Ability to offer shares to

3.1 Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)

Yes.

3.2 High net worth individuals 

Yes, subject to certification or self-certification requirements as a Qualified Investor.

3.3 Retail/public/others

Limited to 50 Non-Qualified Investors referred to in paragraph 2 above.

4. Can the issuer approach potential investors on their own?

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

5. Can the issuer's financial adviser/ placement agent approach potential investors on their own?

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

6. Are there any other exemptions which may be relied on?

No.