FORM 6-K
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16
or 15d-16 of
the Securities Exchange Act of 1934
Commission File Number: 001-14554
Banco Santander Chile
Santander Chile Bank
(Translation of Registrant’s Name into English)
Bandera 140
Santiago, Chile
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F | ☒ | 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):
| Yes | ☐ | No | ☒ |
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):
| Yes | ☐ | No | ☒ |
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
| Yes | ☐ | No | ☒ |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Communication of Material Fact |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BANCO SANTANDER-CHILE | ||
| By: | /s/ Cristian Florence | |
| Name: | Cristian Florence | |
| Title: | General Counsel | |
Date: October 21, 2021
2
Exhibit 99.1
Santiago, October 21, 2021
Mr.
Joaquín Cortez Huerta
President
Financial Markets Commission
Present
Ref.: Communication of Material Fact.
Mr President:
In accordance with the provisions of article 9 and paragraph 2 of article 10 of Law No. 18,045 and the provisions of Chapter 18-10 of the Updated Compilation of Standards (“RAN”) of the Financial Market Commission, and duly empowered, I inform you of the following material fact regarding Banco Santander-Chile (the “Bank”):
In the ordinary session of July 27, 2021, the Bank's Board of Directors agreed to approve the issuance of bonds without maturity in the international markets, computable as additional capital level 1 or “AT1” (the “Bonds”), to be acquired by an entity of the Santander Group, for the sum of USD 700,000,000 (seven hundred million dollars of the United States of America), in accordance with the provisions of article 55 bis of the General Banking Law and Chapter 21-2 of the Updated Compilation of Standards (“RAN”) of the Financial Market Commission (“FMC”).
In relation to this operation, the directors Claudio Melandri Hinojosa, Rodrigo Vergara Montes, Orlando Poblete Iturrate, Ana Dorrego de Carlos, Lucía Santa Cruz Sutil, Félix de Vicente Mingo, Alfonso Gómez Morales, Rodrigo Echenique Gordillo, Juan Pedro Santa María Pérez, Blanca Bustamante Bravo and Óscar Von Chrismar Carvajal expressed their agreement to the Bank issuing said Bonds, also in accordance with the favorable report of the Bank's Directors and Audit Committee. Likewise, the Bank's Board of Directors agreed to make this operation a Reserved Fact, and the FMC was informed of this in due course.
In this regard, we inform you that today the Bank has made the placement of the Bonds privately in international markets to an entity of the Santander Group, for the sum of USD 700,000,000 (seven hundred million dollars of the United States of America), at an annual rate of 4.625%, which represents 343.3 basis points above the 5-year United States of America Treasury bond. Interest will be paid semi-annually, on April 26 and October 26 of each year, starting April 26, 2022. The bonds issued do not have a fixed maturity and are not redeemable before five years from the date of issuance.
This transaction represents the first issuance of this type by Chilean issuers, which reflects the Bank's rapid response to regulatory changes and the commitment it has to follow the standards of best practice of Basel III and the amendments to the General Banking Law. It is a placement of a relevant amount, for general corporate purposes, that will allow the Bank to strengthen its capital base and to better confront the period of uncertainty observed in the local market.
The issuance was carried out in accordance with the provisions of article 55 bis of the General Banking Law and Chapters 21-2 and 13-34 of the RAN, without the Bonds being registered under the Securities Act of 1933 of the United States of America in accordance with the provisions of Regulation S under said Securities Act of 1933.
Sincerely,
Miguel Mata Huerta
Gerente General
| C.C.: | Bolsa de Comercio de Santiago, Bolsa de Valores |
| Bolsa Electrónica de Chile, Bolsa de Valores |
This communication does not constitute an offer to sell or a solicitation of an offer to buy the notes, nor will there be any sale of the notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.