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El Trovador 4285, 6th Floor
Santiago, Chile |
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Republic of Chile
(State or other jurisdiction of
incorporation or organization |
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+(562) 2425-2000
(Address and telephone number of Registrant’s principal executive offices)
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None
(I.R.S. Employer
Identification No.) |
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Title of Each Class of
Securities to be Registered |
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Amount to be
Registered(1) |
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Proposed Maximum
Offering Price per Unit |
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Proposed Maximum
Aggregate Offering Price |
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Amount of
Registration Fee |
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Series B common stock, no par value (which may be represented by American Depositary Shares)(2)
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(3)
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Rights to subscribe for shares of Series B common stock (including rights to
subscribe for American Depositary Shares)(2) |
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(3)
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Total
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Exhibit 5.1
March 19, 2021
Sociedad Química y Minera de Chile S.A.,
El Trovador 4285, 6th Floor
Las Condes,
Santiago, Chile
Ladies and Gentlemen,
We have acted as special Chilean counsel for Sociedad Química y Minera de Chile S.A., an open stock corporation (sociedad anónima abierta), organized and existing under the laws of the Republic of Chile (the “Company”), in connection with the Company’s filing on the date hereof of an automatic shelf registration statement on Form F-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration for issuance and sale by the Company of (i) Series B common shares (the “Series B Common Shares”), (ii) American Depositary Shares representing Series B Common Shares (“ADSs”) evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to the Amended and Restated Deposit Agreement dated as of April 15, 2013 (the “Deposit Agreement”), by and among the Company, The Bank of New York Mellon, as depositary, and the holders and Owners (as defined therein) from time to time of ADSs, (iii) rights to subscribe for Series B Common Shares (or ADSs representing Series B Common Shares) (“Subscription Rights” and together with Series B Common Shares and ADSs, the “Securities”).
In rendering the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, agreements and certificates and other instruments, and examined such questions of law, as we have considered necessary or appropriate for the purposes of this opinion letter.
In connection with the opinions expressed below, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies.
Based upon the foregoing, and subject to the further assumptions and qualifications set forth below, we advise you that, in our opinion:
(1) The Company is a open stock corporation (sociedad anónima abierta) duly organized and validly existing under the laws of the Republic of Chile.
(2) In connection with the issuance, offer and sale of the Series B Common Shares, (i) when all applicable governmental approvals are obtained and all necessary filings, publications and registrations with any governmental authority, agency or body are effective, (ii) when all necessary corporate and shareholder actions are taken by the Company and its shareholders, including actions taken by a shareholders’ meeting and the board of directors of the Company or a combination of such bodies, (iii) when a definitive underwriting, purchase or similar agreement relating to the issuance, offer and sale of the Series B Common Shares is duly authorized, executed and delivered by all parties thereto, including the Company, and (iv) when the Series B Common Shares are sold and delivered to, and fully paid for by, the purchasers at a price specified in, and in accordance with the terms of, such definitive underwriting, purchase or similar agreement and registered in the name of the purchaser in the Company’s shareholders’ registry, then the Series B Common Shares will be duly authorized, validly issued, fully paid and non-assessable.
(3) In connection with the issuance, offer and sale of the rights to subscribe for Series B Common Shares, (i) when all applicable governmental approvals are obtained and all necessary filings, publications and registrations with any governmental authority, agency or body are effective, and (ii) when all necessary corporate and shareholder actions are taken by the Company and its shareholders, including actions taken by a shareholders’ meeting and the board of directors of the Company or a combination of such bodies, then the Subscription Rights will be duly authorized, validly issued and non-assessable.
We are lawyers admitted to practice in the Republic of Chile and the foregoing opinion is limited to the laws of the Republic of Chile as in effect on the date hereof.
This opinion letter is being furnished to the Company in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the Securities Act, and no opinion is expressed herein as to any matter other than as to the legality of the Series B Common Shares and Subscription Rights. This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption “Validity of the Securities” in the prospectus forming part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Sincerely,
/s/ José Luis Ambrosy | |
José Luis Ambrosy | |
Claro & Cia. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of Sociedad Química y Minera de Chile S.A. of our report dated March 15, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Sociedad Química y Minera de Chile S.A.’s Annual Report on Form 20-F for the year ended December 31, 2020. We also consent to the reference to us under the heading “Experts” in such
Registration Statement.
/s/ PricewaterhouseCoopers Auditores Consultores SpA | |
PricewaterhouseCoopers Auditores Consultores SpA | |
Santiago, Chile | |
March 19, 2021 |
Exhibit 23.3
CONSENT
I consent to the incorporation by reference in this Registration Statement of Sociedad Química y Minera de Chile S.A. (“SQM”) on Form F-3 of the references to me under the headings “Item 3.D Risks Relating To Our Business – Our Reserve Estimates Could Be Subject To Significant Changes,” “Item 4.D Property, Plant and Equipment – Caliche: Facilities and Reserves” and “Item 19. Exhibits” in the Annual Report on Form 20-F of SQM for the fiscal year ended December 31, 2020.
By | /s/ Marta Aguilera | |
Marta Aguilera | ||
Geologist | ||
SQM |
Date: March 19, 2021
Exhibit 23.4
CONSENT
I consent to the incorporation by reference in this Registration Statement of Sociedad Química y Minera de Chile S.A. (“SQM”) on Form F-3 of the references to me under the headings “Item 3.D Risks Relating To Our Business – Our Reserve Estimates Could Be Subject To Significant Changes,” “Item 4.D Property, Plant and Equipment – Caliche: Facilities and Reserves” and “Item 19. Exhibits” in the Annual Report on Form 20-F of SQM for the fiscal year ended December 31, 2020.
By | /s/ Marco Lema | |
Marco Lema | ||
Superintendent of Geology and Engineering | ||
SQM |
Date: March 19, 2021
Exhibit 23.5
CONSENT
I consent to the incorporation by reference in this Registration Statement of Sociedad Química y Minera de Chile S.A. (“SQM”) on Form F-3 of the references to me under the headings “Item 3.D Risks Relating To Our Business – Our Reserve Estimates Could Be Subject To Significant Changes,” “Item 4.D Property, Plant and Equipment – Brines from the Salar de Atacama: Facilities and Reserves” and “Item 19. Exhibits” in the Annual Report on Form 20-F of SQM for the fiscal year ended December 31, 2020.
By | /s/ Orlando Rojas | |
Orlando Rojas | ||
Partner and Chief Executive Officer | ||
EMI-Ingenieros y Consultores S.A. |
Date: March 19, 2021
Exhibit 23.6
CONSENT
I consent to the incorporation by reference in this Registration Statement of Sociedad Química y Minera de Chile S.A. (“SQM”) on Form F-3 of the references to me under the headings “Item 3.D Risks Relating To Our Business – Our Reserve Estimates Could Be Subject To Significant Changes,” “Item 4.D Property, Plant and Equipment – Brines from the Salar de Atacama: Facilities and Reserves” and “Item 19. Exhibits” in the Annual Report on Form 20-F of SQM for the fiscal year ended December 31, 2020.
By | /s/ Andrés Fock | |
Andrés Fock | ||
Geologist | ||
WSP |
Date: March 19, 2021
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Ricardo Ramos R., Gerardo Illanes G., and Gonzalo Aguirre to act as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all such capacities, to sign (i) a Registration Statement or Registration Statements on Form F-3 or any other form that Sociedad Química y Minera de Chile S.A. (the “Company”) is then eligible to use, including any additional registration statements which may be filed under the U.S. Securities Act of 1933, as amended (the “Securities Act”), relating to the unallocated shelf registration of securities of the Company, as approved in the resolution adopted by the Board of Directors of the Company, and any and all amendments (including post-effective amendments), and supplements thereto to be filed by, or on behalf of, the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act, and to cause the same to be filed with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto each of the said attorneys-in-fact and agents of each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature | Title | Date |
Chairman of the | ||
/s/ Alberto Salas M. | Board of Directors | March 19, 2021 |
Alberto Salas M. | ||
Vice Chairman of the Board of | March 19, 2021 | |
/s/ Patricio Contesse F. | Directors | |
Patricio Contesse F. | ||
/s/ Georges de Bourguignion A. | Director | March 19, 2021 |
Georges de Bourguignion A. | ||
/s/ Hernán Büchi B. | Director | March 19, 2021 |
Hernán Büchi B. | ||
/s/ Laurence Golborne R. | Director | March 19, 2021 |
Laurence Golborne R. |
/s/ Gonzalo Guerrero Y. | Director | March 19, 2021 |
Gonzalo Guerrero Y. | ||
/s/ Francisco Ugarte L. | Director | March 19, 2021 |
Francisco Ugarte L. | ||
/s/ Robert J. Zatta | Director | March 19, 2021 |
Robert J. Zatta | ||
/s/ Ricardo Ramos R. | Chief Executive Officer | March 19, 2021 |
Ricardo Ramos R. | (Principal Executive Officer) | |
/s/ Gerardo Illanes G. | Chief Financial Officer | March 19, 2021 |
Gerardo Illanes G. | (Principal Financial Officer) | |
/s/ Macarena Briseño | Chief Accounting Officer | March 19, 2021 |
Macarena Briseño | (Principal Accounting Officer) | |
Authorized Representative in | ||
/s/ Pablo Hernandez | the U.S. for Sociedad Química | March 19, 2021 |
Name: Pablo Hernandez | y Minera de Chile S.A | |
Title: President of SQM North | ||
America Corporation |