ISAGEN S.A. ESP BRE COLOMBIA INVESTMENTS L.P., (the "Offeror"), in furtherance of that provided for in articles
5.2.6.1.2 and subsequent, and 6.15.2.1.1 and subsequent of Decree 2555 of 2010 ("Decree 2555"), offers to purchase shares of ISAGEN S.A. E.S.P., joint stock public utility company, domiciled in the city of Medellín ("ISAGEN" or the "Issuer") as per the following terms:
Offeror identification: BRE COLOMBIA HOLDINGS S.A.S., simplified joint stoc k company, incorporate4d as per the laws of Colombia, with main domicile in Bogota, D.C., identifie with NIT 900921758-0.
PPO Recipients: PPO is intended for all absent or dissident shareholders of the meeting held on first (1st) November 2016 of the Issuer Shareholders Assembly, which approved canceling the registration of ordinary shares of the Issuer in the National Register of Securities and Issuers (Registro Nacional de Valores y Emisores "RNVE") and the Colombian Stock Exchange (Bolsa de Valores de Colombia), as per the terms of article 5.2.6.1.2 of Decree 2555 (the "Recipients of the Offering").
Maximum and minimum number of shares that the Offeror intends to purchase: The Offeror offers to purchase a minimum of one (1) ordinary share, representing 0.0000000366828175 of the subscribed, paid and outstanding capital of the Issuer as of the cutoff of this PPO notice (the "Minimum Number") and, at the most, nine million five hundred thirty two thousand seven hundred eighty one (9,532,781) ordinary shares of ISAGEN, representing 0.349689259858140% of the subscribed, paid and outstanding capital of the Issuer at the cutoff of this PPO (the "Maximum Number").
In view that the Offeror is currently actual holder and beneficiary of two thousand seven hundred sixteen million three hundred six thousand nine hundred one (2,716,306,901) ordinary shares equivalent to 99.64% of the subscribed, paid and outstanding capital of the Issuer, and that this PPO is intended to purchase at the most nine million five hundred thirty two thousand seven hundred eighty one (9,532,781) ordinary shares of ISAGEN, representing 0.349689259858140% of the subscribed, paid and outstanding capital of the Issuer, this PPO is intended only for the Recipients of the Offering and it will not be possible to release the maximum limits. Therefore, the rules contained in Section 2.1 of Chapter II of Title I of the Basic Legal Circular C.E. 029 of 2014 (the "Basic Circular") of the Finance Superintendence de Colombia ("SFC") shall not be applicable.
Capital percentage with the right to vote of the Issuer on which the Offeror is actual beneficiary: BRE COLOMBIA HOLDINGS S.A.S represents that, on the date of publications of this notice, is is actual beneficiary of ISAGEN, pursuant to the definition set out in article 6.1.1.1.3 of Decree 2555, to the extent that it owns two thousand seven hunder sixteen million three hundred six thousand ninve hundred one (2,716,306,901) ordinary shares equivalent to 99.64% of the capital with voting rights on the date of this Bookelt.
Consideration offered for the shares: The Offeror offers Colombian legal tender as consideration for the Issuer ordinary shares.
Purchasing price offered: In accordance with article 5.2.6.1.4 of Decree 2555 and Section 2.11 of Chapter IV of Title I of Part III of the Basic Circular, the results obtained from the appraisal of ISAGEN ordinary shares conducted by Soluciones Financieras Ltda is applied. ("Solfin"), pursuant to the technical standards corresponding to this type of assets to establish the purchasing price for each ordinary share of ISAGEN.
Based on the appraisal conducted by Sol-fin, the price set for ISAGEN shares is three thousand five hundred ten pesos (COP$3,510) each. Nevertheless, the Offeror has decided that the purchase price per ordinary share of the Issuer will be four thousand one hundred thirty (COP$4,130), which corresponds to the price paid by the Offeror group in the previous public purchase offerings. Hence, the purchasing price for each ordinary share of ISAGEN will be four thousand one hundred thirty pesos (COP$4,130), payable in cash and in Colombian legal tender (the "Price"),
Settlement term, payment modality: In accordance with article 3.3..15 of the General Regulations of the BVC (CSE) ("BVC Regulations"), one-time payment will be made in cash within three business trading days (t+3), where t stands for the date on which the BVC reports to the CFS and the market the results of the transaction (the "Date of Award") and +3 indicates that the conclusion of the transaction will take place within three business trading days following the Date of Award, pursuant to the terms set out in the BVC Regulations and in the BVC Single Circular (the "BVC Circular"), for public purchase offerings. The clearing and settlement of transactions will be conducted through the BVC clearing and settlement system. For such purposes, the Offeror shall report to the BVC the date of which the transactions are to rake place so that it can convey such decision to the general public through the media it deems pertinent.
The respective stockbroker through which each seller acts will be responsible for the verification of the validity and efficiency of the title held by such shareholders over the shares offered for selling and in accordance with that provided for in article 3.6.1.1. of the BVC Circular, it must comply with the delivery of the sale in conditions of transfer to the Offeror and free of charges, property limitations, restriction of rights enshrined in the title and any claim. precautionary measure of pending lawsuit that may affect the property or free marketability and must deliver the full amount of the object of sale in identical form, that is, by delivering in full what is sold by electronic means to Deposito Centralizado de Valores de Colombia S.A. ("Deceval"). Given that the shares are fully dematerialized and their transfer will be arranged through Deceval, the conclusion of the resulting transactions cannot be done through delivery of physical titles.
In any event, the transfer must comply with that provided for in article 3.6.1.1 and subsequent of BVC Circular in article 3.3.3.15 of the BVC Regulations, article 60 and subsequent of Deceval's operating regulations and other applicable norms.
Warranties: In accordance with that provided for in section 1 of article 6.15.2.1.11 of Decree 2555, articles 3.3.3.2 and subsequent of the BVC Regulations, and articles 3.9.1.1 and subsequent of the BVC Circular, the Offeror, to support compliance with the obligations derived from the PPO, has established in favor of the BVC a deposit in Colombian currency with a bank duly authorized to operate in Colombia, the holder of which will be the BVC.
This warranty covers at all times 25% of the maximum PPO amount, which is equivalent to nine
thousand eight hundred forty two million give hundred ninety six thousand three hundred eighty two pesos (COP$ 9.842.596.382), which is less than one thousand seventy five thousand (175,000 minimum legal monthly wages in force in Colombia for the year 2017. The value of the warranties results from multiplying (i) the price offered per share by the maximum number of shares offered for purchase by (iii) 25%, as it is the applicable per cent value in agreement with the rules set out in article 3.9.1.1. of the BVC Circular, which is determined in accordance with the PPO price and the table established therein.
Stock Exchange and name of the stockbroker through which the PPO will be conducted: This PPO will be formulated at the BVC, where the Issuer stock is registered, through the stockbroker, Corredores Davivienda S.A. Comisionista de Bolsa. The Recipients of the Offering who are interested in accepting this PPO must do it through any stockbroker firm that is a member of the BVC.
Date and time of commencement and conclusion of the presentation of Offering acceptances: The PPO acceptances must be submitted within a term of thirty (30) business days as of the date of commencement of the term to receive acceptances, that is, from the sixth (6th) business day following the date on which the first offering notice is published. The PPO acceptances must be submitted within the period January twenty five (25), 2017 to March 7 (7), 2017 included, from nine am (9:00 am) to one (1:00 pm) ("Acceptance Period").
Procedure for acceptances: The Recipients of the Offering can formulate acceptances through any stockbroker firm that is a member of the BVC within the Acceptance Period. Acceptances must be managed pursuant to that provided for in the Operating Instructions issued by the BVC for such purpose.
The submittal of acceptances must meet the demands and requirements set out in articles
3.3.3.10 of the General Regulations of the BVC, articles 3.9.1.2 and 3.9.1.2 of the BVC Circular and the provisions set out in the Operating Instructions prepared by the BVC for this Offering.
Inasmuch as the Acceptance Period is thirty (30) business days, which is the maximum period for acceptance in accordance with Decree 2555, it cannot be extended.
Statement of existence or not of pre-agreements for performance of the transaction: As evidenced in the documents attached hereto as Annex X, the offering booklet (the "Booklet"), the Legal Representative of the Offeror has stated, under oath, that there are no existing pre-agreements with the Recipients of the Offering.
Booklet: The Offeror has prepared a Booklet containing all the information related to the Offeror, the Issuer and the PPO conditions.
The Booklet is available for all Issuer shareholders at (i) the Finance Superintendence of Colombia, located at Calle 7 No. 4 - 49, Bogota; (ii) at the Bolsa de Valores Colombia S.A., located at Carrera 7 No. 71-21, Torre B, Piso 12, Bogota, through the following link http://www.bvc.com.co/empresas/prospectos; (iii)at the stokebrokers office, Corredores Davivienda S.A., located at Carrera 7 No. 71-52 Torre B Piso 16, Bogotá; (iv) at the office of the Offeror's legal adviser, Philippi, Prietocarrizosa, Ferrero DU & Uría S.A.S., ubicadas en la Carrera 9 No. 74-09, Of. 105 Bogota, and (v) at the Offeror's office located at Calle 100 No. 7-32, Of.
1802, Bogota.
Information on offering authorizations: The Board of Directors of the Offeror authorized the performance of this PPO last December 15, 2016, as registered in Minutes No. 7 attached to the Booklet as Annex V. The PPO is conducted after obtaining the respective authorization from the CFS, granted through document No. 2016141519-006-000 issued on January 13, 2017.
The transaction is not subject to any other authorization or opinion from administrative authorities other than those mentioned above.
WARNINGS
THE REGISTRATION IN THE NATIONAL REGISTER OF SECURITIES AND ISSUERS AND THE AUTHORIZATION OF THIS PUBLIC PURCHASE OFFERING WILL NOT IMPLY EITHER RATING OR RESPONSIBILITY WHATSOEVER BY THE FINANCE SUPERINTENDENCE OF COLOMBIA REGARDING THE LEGAL PERSONS REGISTERED, NOR OVER THE PRICE, BEAUTY OR NEGOTIABILITY OF THE SECURITY, OR THE RESPECTIVE ISSUE, NOR ON THE SOLVENCY OF THE ISSUER.
THE REGISTRATION OF ISAGEN S.A. E.S.P ORDINARY SHARES IN THE STOCK EXCHANGE, BOLSA DE VALORES DE COLOMBIA S.A., AND THE PERFORMANCE OF THIS PUBLIC PURCHASE OFFERING N THE BOLSA DE VALORES DE COLOMBIA S.A. WILL NOT IMPLY EITHER RATING OR RESPONSIBILITY WHATSOEVER BY THE BOLSA DE VALORES DE COLOMBIA S.A. REGARDING THE REGISTERED LEGAL PERSONS, NOR ON THE PRICE, BEAUTY OR NEGOTIABILITY OF THE SECURITY, OR THE RESPECTIVE ISSUE, NOR ON THE SOLVENCY OF THE ISSUER.
Isagen SA ESP published this content on 24 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 26 January 2017 22:49:09 UTC.
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