UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15b-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
September 2023
Date of Report (Date of Earliest Event Reported)
Embotelladora Andina S.A.
(Exact name of registrant as specified in its charter)
Andina Bottling Company, Inc.
(Translation of Registrant´s name into English)
Avda. Miraflores 9153
Renca
Santiago, Chile
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
Indicate by check mark if the Registrant is submitting
this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨
No x
Indicate by check mark if the Registrant is submitting
this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
Indicate by check mark whether the registrant
by furnishing the information contained in this Form 6-K is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes ¨ No x
MATERIAL EVENT
EMBOTELLADORA ANDINA S.A.
Santiago, September 20, 2023
Mrs.
Solange Berstein J.
President
Financial Market Commission
Santiago
Ref.: |
Inform on the issuance of Bonds in International Markets. |
From my consideration:
I hereby, duly authorized for this purpose and
in accordance with the stipulations of Article 9 and subparagraph two of Article 10 of Law No. 18,045, the Securities Market
Law, as well as General Rule No. 30 of the Comisión para el Mercado Financiero (hereinafter referred to as the
"Commission"), wish to inform of the following as a material event of Embotelladora Andina S.A. (hereinafter referred to as
the "Company"), its securities, or the offering thereof:
As of this date, the Company has placed bonds
in the public market in Switzerland, totaling CHF 170,000,000 (one hundred and seventy million Swiss francs) as principal amount, with
a maturity date set for the year 2028.
In this regard, please find attached the form
contained in the annex to Circular No. 1,072 of this Commission.
Without further ado, sincerely yours,
_______________________________
JOSÉ LUIS SOLORZANO HURTADO
Chief Executive Officer
Embotelladora Andina S.A.
EMBOTELLADORA ANDINA S.A.
FORM MATERIAL FACT – CIRCULAR N°1.072
PLACEMENT OF FOREING NOTES
1.0 IDENTIFICATION
OF THE COMPANY
|
1.1 |
Company Name: |
Embotelladora Andina
S.A. |
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|
|
|
1.2 |
Commercial Name: |
N/A |
|
|
|
|
1.3 |
R.U.T.: |
91.144.000-8 |
|
|
|
|
1.4 |
Securities’ Registry No.: |
N/A |
|
|
|
|
1.5 |
Address: |
Avenida Miraflores N° 9153,
Piso 7, Renca, Santiago Chile |
|
|
|
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1.6 |
Phone: |
+(56) 2 2338 0501 |
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1.7 |
Activities and Business: |
|
According to Article 4 of the bylaws
of Embotelladora Andina S.A. ("Andina" or the "Issuer"), its purpose is to carry out and develop, either
directly or through other persons, and either for its own account or for the account of others, the following:
| a. | The operation of one or more industrial establishments engaged in the business, operations and activities
of manufacturing, production, processing, transformation, bottling, canning, distribution, transportation, import, export, purchase, sale
and marketing in general, in any form and under any title, of all kinds of food products and, in particular, of all kinds of mineral waters,
juices, beverages and drinks in general or other similar products, and of raw or semi-finished materials used in such activities and/or
of complementary products or products related to the foregoing businesses and activities; |
| b. | The operation of one or more agricultural or agro-industrial establishments and agricultural land dedicated
to the business, operations and development of agricultural and agro-industrial activities in general. |
| c. | The production, processing, transformation, distribution, transportation, import, export, purchase, sale
and marketing in general, in any form and under any title, of all types of agricultural and/or agro-industrial products and raw or semi-finished
materials used in such activities, and/or of complementary products or products related to the foregoing activities; |
| d. | The manufacture, elaboration, distribution, transportation, import, export, purchase, sale and commercialization
in general, in any form and under any title, of all types of packaging; and the performance and development of all types of material recycling
processes and activities; |
| e. | To take from and/or give to national or foreign companies representations of brands, products and/or licenses
related to such businesses, activities, operations and products; |
| f. | To provide all kinds of services and/or technical assistance, in any way related to the goods, products,
businesses and activities referred to in the preceding letters; |
| g. | Investment of cash and cash equivalents, including in the capital markets ; and |
| h. | In general, to carry out all other business and activities that are complementary or related to the above
operations. |
| 2.0 | THIS COMMUNICATION IS MADE UNDER THE PROVISIONS SET FORTH IN ARTICLE 9 AND SECTION 2 OF ARTICLE 10
OF LAW NO. 18,045 AND IT IS ABOUT A MATERIAL FACT REGARDING THE COMPANY, ITS BUSINESSES, ITS PUBLICLY OFFERED SECURITIES AND/OR
THEIR OFFER, AS APPLICABLE. |
3.0 ISSUE
CHARACTERISTICS
| 3.1 | Base
currency |
: |
Swiss Francs
(CHF) |
| | |
|
| 3.2 | Total
emission: |
CHF$ 170,000,000 |
| | |
|
| 3.3 | Carrier
/ to order: |
Carrier |
| 3.4.1 | Amount Series: |
CHF$ 170,000,000 |
| | |
|
| 3.4.2 | N° of Notes: |
N/A |
| | |
|
| 3.4.3 | Nominal
value notes: |
|
The notes will issued in denomination
of CHF$ 5,000 and integral multiple thereof.
| 3.4.4 | Readjustment
type: |
N/A |
| | |
|
| 3.4.5 | Interest
rate: |
2.7175%
annual |
| | |
|
| 3.4.6 | Date
of issue: |
September 5,
2023 |
| | |
|
| 3.4.7 | For each series fill the following table (CHF$): |
Interest
payment No. |
Principal
payment No. |
Date |
Interest Amount |
Principal Amount |
Payment Total |
Aggregate
Principal
Amount
Balance |
1 |
|
09-20-2024 |
4,619,750 |
|
4,619,750 |
170,000,000 |
2 |
|
09-20-2025 |
4,619,750 |
|
4,619,750 |
170,000,000 |
3 |
|
09-20-2026 |
4,619,750 |
|
4,619,750 |
170,000,000 |
4 |
|
09-20-2027 |
4,619,750 |
|
4,619,750 |
170,000,000 |
5 |
1 |
09-20-2028 |
4,619,750 |
170,000,000 |
174,619,750 |
0 |
3.5 Guaranties:
Yes ¨ No x
| 3.5.1 | Guaranties
type and amount: |
N/A |
3.6 Extraordinary
Redemption:
Yes x No
¨
3.6.1 Procedures
and Dates:
The Notes may be
redeemed in the following cases:
a) Upon not less than thirty (30) nor
more than sixty (60) days' prior notice to the Principal Paying Agent, the Issuer may redeem all but not a portion of the Notes at any
time prior to the maturity date at par (aggregate total amount of the unpaid principal balance thereof plus accrued and unpaid interest
to the date of early redemption, if any), if eighty-five (85) percent or more of the total principal amount of the Notes has been redeemed
or purchased and cancelled at the time of such notice, if any), if eighty-five (85) percent or more of the aggregate principal amount
of the Notes has been redeemed or purchased and cancelled at the time of such notice.
b) Upon not less than thirty (30) nor
more than sixty (60) days prior notice to the Principal Paying Agent, the Issuer may redeem all and not part of the Notes at any time
prior to the maturity date, in full at par (aggregate total amount of the outstanding principal balance plus accrued and unpaid interest
to the date of early redemption, if any), if as a result of any change or modification of the laws (or any regulations or rules issued
thereunder) of Chile or any change in the official application, administration or interpretation of such laws, regulations or rules, the
Issuer is or becomes obligated to pay Additional Amounts (as defined in Condition 6 of Schedule A of the Bond Purchase and Paying Agency
Agreement (the "Agreement")) in respect of interest on the Notes at a withholding or deduction rate in excess of 4. 0%.
4.0 OFFER
Public x Private ¨
5.0 COLOCATION
COUNTRY
5.1. Name: Switzerland
5.2 Standards
for approval of compromise:
The Notes issued by Embotelladora Andina
S.A. are publicly offered in Switzerland, and are regulated under Article 51(2) of the Swiss Financial Services Act (FinSA)
of June 15, 2018.
6.0 INFORMATION
TO BE PROVIDED
| a) | All communications to Bondholders relating to the Notes (including notices of Bondholders' meetings and
resolutions adopted thereat) will be published by the Principal Paying Agent in accordance with applicable SIX Swiss Exchange regulations
and the Issuer's instructions, or upon consultation with the Issuer, and will be valid as soon as they are electronically published on
the website of the SIX Swiss Exchange in the section entitled "Official Notices" (https://www.six-group.com, where notices are
currently published at the address "https://www.six-group.com/en/products-services/the-swiss-stock-exchange/market-data/news-tools/official-notices.html"). |
| 6.2 | To future note holder representatives: |
| (a) | The Issuer shall inform the Principal Paying Agent, in its capacity as representative of the bondholders,
of the occurrence of an Event of Default and provide it with all necessary information and documentation in this respect. |
| (b) | So long as the Notes are not redeemed, Andina shall assist UBS with all necessary information and documentation
and shall inform UBS of any events, circumstances or other matters that may be relevant to UBS in connection with its functions under
the Indenture. It shall also send and publish on its website the information set forth in Condition 12 of the Agreement. |
7.0 INDENTURE
7.1 General
Characteristics:
The Bond Purchase
and Paying Agency Agreement dated September 18, 2023 between Embotelladora Andina S.A. as issuer and UBS AG as Lead Manager, by virtue
of which Andina agreed to issue and sell to the Lead Manager notes to be traded on the SIX Swiss Exchange, for an amount of CHF$170,000,000,
payable in 2028, with an interest rate of 2.7175% under the terms indicated in the Agreement and according to the terms of the notes attached
as Exhibit A to the Agreement.
| 7.2 | Rights and obligations of the holders of notes: |
The rights and obligations
of bondholders include, among others:
| (a) | Receive the principal amount of and interest on the Notes (including, if applicable, the Additional Amounts
described in Condition 6 of Exhibit A to the Indenture) and, in the case of early redemption or redemption, on the redemption date
or redemption date, as the case may be. |
| (b) | Accelerate the Notes under the terms and conditions set forth in Condition 8 of Exhibit A of the
Indenture. |
| (c) | Delivery of information (see section 6.1 above). |
| (d) | Consent to certain amendments to the terms of the Notes as set forth in Condition 11 of Exhibit A
to the Indenture. |
| (e) | Exercise its rights as set forth in Exhibit A to the Agreement. |
8.0 IMPORTANT
ADDITIONAL INFORMATION
The indenture contains certain
covenants to which the Company has undertaken.
9.0 STATEMENT
OF RESPONSIBILITY
The information contained
in this form is true and correct as of the date hereof.
_______________________________
JOSÉ LUIS SOLORZANO
HURTADO
Chief Executive Officer
Embotelladora Andina S.A.
SIGNATURES
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, in the city of Santiago,
Chile.
| EMBOTELLADORA ANDINA S.A. |
| |
| By: | /s/ José Luis Solorzano |
| Name: | José Luis Solorzano |
| Title: | Chief Executive Officer |
Santiago, September 20, 2023
Embotelladora Andina (NYSE:AKO.B)
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