EXHIBIT 29
AGREEMENT OF SALE OF SHARES
BETWEEN
REDES OPTICAS S.A.
AND
INVERSIONES Y ASESORIAS VAMJER LIMITADA
In Santiago, Republic of Chile, on April 28, 2004, appear:
On one part, XXXXXXX XXXXXX XXXXXXX, Chilean, married, attorney, national
identity card number 6.356.972-0, and XXXXXX XX XXXXXXXX VICUNA, Chilean,
married, attorney, national identity card number 9.979.914-5, both in
representation of the corporation REDES OPTICAS S.A., an investment corporation,
Unique Tax Payer Number 96.978.570-6, all domiciled for these purposes in
Xxxxxxx Xxxxxx Xxxxx Xx. 0000, Xxxxx 00, Xxx Xxxxxx, Santiago, hereinafter
denominated "Redes;"
XXXX XXXXXXX XXXXXX XXXXXX, Chilean, married, attorney, domiciled on the street
Rinconada El Salto No. 100, Huechuraba, of the city of Santiago, national
identity card number 6.062.416-K, who appears in representation, as will be
accredited, of the corporation INVERSIONES Y ASESORIAS VAMJER LIMITADA, Unique
Tax Payer Number 79.775.610-5, domiciled in the street Rinconada El Salto No.
100, Huechuraba, Xxxxxxxx, hereinafter "Vamjer,"
Those appearing being of legal age, who accredit their identities with the
mentioned national identity cards and declare:
FIRST:
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1. Redes Opticas is the current owner of 213,379,654 shares of Chilesat Corp.
S.A., a publicly traded corporation (sociedad anonima) validly incorporated
and existing under the laws of the Republic of Chile (hereinafter
denominated also as the "Company"), representative of 45.4301% of the total
shares issued, subscribed and fully paid of the Company;
2. On this date, Redes Opticas S.A. and its affiliate Redes Opticas (Cayman)
Corp. sell to Telmex Chile Holding S.A. 40% of the shares of the Company.
The intention of Telmex Chile Holding S.A. is to acquire control of the
greatest percentage possible of the shares of the Company, and in agreement
with the Chilean laws and regulations, it must conduct a Public Tender
Offer of Shares.
3. Through private instrument on the same date, Redes Opticas S.A. and Telmex
Chile Holding S.A. celebrated a contract of Promise of Public Tender Offer
of Shares through which Telmex Chile Holding S.A. agreed to conduct a
Public Tender Offer of Shares to buy the totality of the shares of Redes
Opticas S.A. through a public
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tender offer of shares of the Company, to be completed in the time periods,
terms and conditions indicated in that contract. For its part, Redes
Opticas S.A. agreed in the same contract to sell 100% of its shares in the
Company in the public tender offer of shares to be completed by Telmex
Chile Holding S.A.
4. For its part, Inversiones y Asesorias Vamjer Limitada is owner of
18,905,980 shares of the Company, representative of 4.02522111% of the
total of the shares issued, subscribed and fully paid of the Company.
5. By virtue of the contracts executed before this date and which are in
effect, Inversiones y Asesorias Vamjer Ltda. has the right to demand Redes
Opticas S.A. to sell its shares of the Company as provided in the sales
agreements previously mentioned (Tag Along Right). For its part, Redes
Opticas S.A. has the right to require Inversiones y Asesorias Vamjer Ltda.
to sell its shares of the Company as part of the sales agreements
previously mentioned ("Drag Along" Right).
6. Redes Opticas S.A. is interested and has obligated itself to sell all of
its shares of the Company to Telmex Chile Holding S.A., and it has the
intention and has obligated itself to participate in the public tender
offer of shares of the Company which the latter will conduct, in the time
periods, terms and conditions indicated in the referenced Promise contract.
7. For its part, Inversiones y Asesoria Vamjer Ltda. is willing to sell all of
its shares of the Company, participating in the public tender offer of
shares of the Company which Telmex Chile Holding S.A. will carry out, in
the time periods, terms and conditions which are indicated in the
referenced Promise contract.
SECOND:
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Through the present act, Inversiones Vamjer Ltda. accepts and agrees to the sale
of the total of its shares which it owns in Chilesat Corp. S.A. at the moment in
which the Public Tender Offer of Shares of Chilesat Corp. S.A. to be conducted
by Telmex Chile Holding S.A. becomes effective, (hereinafter, the "PTO"), in the
time periods, terms and conditions set forth in the referenced Promise contract
WHICH IS ATTACHED AS AN ANNEX to the present Agreement, being an essential
antecedent of this agreement, without its clauses implying an obligation of any
kind for Vamjer or its representative, given that they wre not a party to said
contract and that they have not intervened in the negotiation of the same,
limiting their participation to the knowledge of its clauses solely and
exclusively to serve as a reference for the commitment of sale of shares of
Chilesat Corp. S.A. which Vamjer may own at the time when the Public Tender
Offer of Shares of said company becomes effective.
For its part, Redes Opticas agrees to the sale of all its shares owned in
Chilesat Corp. S.A. in the PTO set forth in the previous paragraph. In this way,
in the event that the PTO is declared successful, Redes and its affiliate Redes
Opticas (Cayman) Corp. will have sold 85.43% of the shares issued by Chilesat
Corp. and Vamjer, 4.02522111% of the shares issued by Chilesat Corp. S.A.
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A COPY OF THE TEXT AND TENOR OF THE STOCK PURCHASE is attached hereto as ANNEX
NO. 1, which, signed by the parties, forms part of the essential antecedents of
this agreement, without its clauses implying an obligation of any kind for
Vamjer or its representative given that they are not a party to said contract
and that they have not intervened in the negotiation of the same, limiting their
participation to the knowledge of its clauses solely and exclusively with the
purpose of serving as as a reference for the commitment of sale of shares of
Chilesat Corp. S.A. which Vamjer may own at the time when the Public Tender
Offer of Shares of said company becomes effective.
THIRD:
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Through this act and instrument and in light of the matters expressed in the
previous second Clause, Inversiones y Asesorias Vamjer Ltda. declares its
intention to not exercise the right of joint sale or Tag Along set forth in
Clause 4.3 of the Transaction in the direct sale of shares by Redes and its
affiliate Redes Opticas (Cayman) Corp. to Telmex Chile Holding S.A. of 40% of
the shares in Chilesat Corp. S.A. which they have sold through the Stock
Purchase celebrated on this same date.
For its part, through this act and instrument and in light of the matters
expressed in the previous second Clause, Redes Opticas S.A. declares its
intention to not demand the Drag Along Right indicated in Clause 5.3 of the
Transaction in the sale of shares by Redes and its affiliate Redes Opticas
(Cayman) Corp. to Telmex Chile Holding S.A. of 40% of the shares in Chilesat
Corp. S.A.
FOURTH:
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Therefore, in as much as Vamjer offers to sell the total of the shares of
Chilesat Corp. S.A. owned by it at the moment of the Public Tender Offer of
Shares which Telmex Chile Holding S.A. shall conduct for 100% of the shares of
Chilesat Corp. S.A. which it does not then own, it will be understood that
Vamjer will have complied exactly and integrally with the obligation which it
has assumed by virtue of this agreement, without any right to claim another
obligation or responsibility, charge or expense of any kind. In this respect,
Redes and its affiliate Redes Opticas (Cayman) Corp. agree that all the shares
of Vamjer will be among those which Telmex Chile Holding S.A. will acquire in
the Public Tender Offer of Shares of Chilesat Corp. S.A.
FIFTH:
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For all the purposes of this agreement, the parties fix their domicile in the
city of Santiago and continue to submit to the arbitration regime established in
the Transaction contract which is the source of the Tag Along and Drag Along
Rights which by virtue of this agreement have been regulated for their exercise
in common agreement.
/s/ Xxxxxxx Xxxxxx Xxxxxxx /s/ Xxxxxx xx Xxxxxxxx Vicuna
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Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx xx Xxxxxxxx Xxxxxx
P. REDES OPTICAS S.A.
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/s/ Xxxx Xxxxxxx Xxxxxx Xxxxxx
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Xxxx Xxxxxxx Xxxxxx Xxxxxx
P. INVERSIONES Y ASESORIAS VAMJER LIMITADA
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