UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of September, 2015
Commission File Number: 333-200371
Provida Pension Fund Administrator
(Translation of registrant’s name into English)
Avenida Pedro de Valdivia 100
Santiago, Chile
011-562-697-0040
(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 x 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 x
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 x
Provida Pension Fund Administrator
TABLE OF CONTENTS
Item | ||
1. | Explanatory Note | |
2. | Report of Material Event dated September 1, 2015 regarding merger of Provida Pension Fund Administrator |
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.
Provida Pension Fund Administrator | ||||||
Date: September 1, 2015 | By: | /s/ Andrés Veszprémy | ||||
Name: Andrés Veszprémy | ||||||
Title: General Counsel |
Item 1
EXPLANATORY NOTE
Effective as of September 1, 2015, Administradora de Fondos de Pensiones ProVida S.A. (“Old Provida”) merged with and into Administradora de Fondos de Pensiones Acquisition Co. S.A. (which was formerly known as MetLife Chile Acquisition Co. S.A., was the surviving entity of the aforementioned merger and effective as of September 1, 2015 was renamed as Administradora de Fondos de Pensiones ProVida S.A.) (“New Provida”). New Provida became the successor issuer to Old Provida under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will succeed to Old Provida’s reporting obligations thereunder. Pursuant to Rule 12g-3 promulgated under the Exchange Act, the common stock of New Provida is deemed to be registered under paragraph (g) of Section 12 of the Exchange Act. Filings on or prior to September 1, 2015 with the U.S. Securities and Exchange Commission (the “SEC”) in relation to Old Provida will continue to be accessible on Old Provida’s file with the SEC available at www.sec.gov under CIK 931588. Filings on or after September 1, 2015 with the SEC in relation to New Provida will be accessible on New Provida’s file with the SEC available at www.sec.gov under CIK 1582706.
Item 2
MATERIAL FACT
ADMINISTRADORA DE FONDOS DE PENSIONES PROVIDA S.A. (FORMERLY ADMINISTRADORA DE
FONDOS DE PENSIONES ACQUISITION CO. S.A.)
SECURITIES REGISTRATION N°1132
Santiago, September 1, 2015
Mr. Carlos Pavez Tolosa
Superintendent
Superintendency of Securities and Insurance
Ref.: Administradora de Fondos de Pensiones ProVida S.A.
Securities Registration N°1132
Dear Sir,
In compliance with article 9 and second paragraph of article 10 of Law No.18,045 on Securities Market and with General Rule No. 30 of this Superintendency, I hereby appear duly authorized and on behalf of Administradora de Fondos de Pensiones ProVida S.A. (formerlyAdministradora de Fondos de Pensiones Acquisition Co. S.A.) (“Nueva ProVida”), to communicate the following material fact regarding New ProVida:
On August, 31, 2015, the Superintendency of Securities and Insurance registered Nueva ProVida and its shares in the Securities Registry under No.1132.
Likewise, on August 31, 2015 the shares of Nueva ProVida were registered in the Santiago Stock Exchange. The starting date of the listing and trading of such shares in the Santiago Stock Exchange is conditioned to the approval by the Superintendency of Pension Funds of the merger of Nueva ProVida with its subsidiaryAdministradora de Fondos Pensiones ProVida S.A.
In addition, through Resolution No.E-224-2015 (the “Resolution”), issued on this same date, the Superintendency of Pension Funds authorized the merger by incorporation of Nueva ProVida with its subsidiary Administradora de Fondos de Pensiones ProVida S.A. (the “Absorbed Company”). Such Resolution establishes that the merger has had full effect as of September 1, 2015, therefore on this same date:
1. | Nueva ProVida is now named “Administradora de Fondos de Pensiones ProVida S.A.”; |
2. | Nueva ProVida acquires all the assets, permits, authorizations, liabilities and equity of the Absorbed Company; |
3. | The shareholders of the Absorbed Company receive shares of Nueva ProVida in its capacity of legal successor of the Absorbed Company, to the ratio of 1 share of Nueva ProVida for each share they hold in the Absorbed Company, and |
4. | The Absorbed Company is declared as dissolved and cancelled its existence authorization, granted through Resolution No.E-006/81 dated April 1st, 1981. |
Finally at a board of directors’ meeting of Nueva ProVida held on this same date and in connection with the conclusion of the aforementioned merger process, the following people presented their resignation to Nueva ProVida’s Board of Directors: Mariana Tupper Satt, Héctor Herrera Echeverría, Giannina Veníu Vidal, Antonia Vial Wood, María Josefina Marshall De la Maza, Cristián Figueroa Illanes and Francisco Guzmán Anrique, as directors, and Messrs. Francisco Urcelay Kast and Jaime Coutts Silva as alternate directors. At such board of directors’ meeting the following people were appointed as directors: Víctor Hassi Sabal, Jorge Carey Tagle, Jaime Martínez Tejeda, Carlos Alberto Olivieri, Martín Enrique Galli, Jorge Marshall Rivera (independent), Cristina Bitar Maluk (independent), and Messrs. Osvaldo Puccio Huidobro (independent, alternate director of Mr. Osvaldo Puccio Huidobro) and José Luis Prieto Larraín (independent, alternate director of Mrs. Cristina Bitar Maluk).
Mr. Víctor Hassi Sabal was elected as Chairman of the board of directors and of Nueva ProVida, and Mr. Jorge Carey Tagle asVice-chairman.
Finally, in such board of directors’ meeting it was agreed to appoint Mr. Ricardo Rodríguez Marengo as General Manager (Chief Executive Officer) of Nueva ProVida.
Best regards,
/s/ Ricardo Rodríguez Marengo
Ricardo Rodríguez Marengo
Chief Executive Officer
Administradora de Fondos de Pensiones ProVida S.A.
c.c. | Santiago Stock Exchange (Bolsa de Comercio de Santiago) |
Chilean Electronic Stock Exchange (Bolsa Electrónica de Chile) |
Valparaíso’s Brokers Stock Exchange (Bolsa de Corredores de Valparaíso) |
Superintendency of Pension Funds (Superintendencia de Pensiones) |