Banco Del Estado De Chile (Santiago, Chile) US$3,500,000,000 Medium Term Notes Program
Total Page:16
File Type:pdf, Size:1020Kb
First Prospectus Supplement dated August 20, 2018 to the Base Prospectus dated April 20, 2018 Banco del Estado de Chile (Santiago, Chile) US$3,500,000,000 Medium Term Notes Program FIRST PROSPECTUS SUPPLEMENT UPDATING THE BASE PROSPECTUS Under this US$3,500,000,000 Medium-Term Notes Program (the “Program”), Banco del Estado de Chile (“BancoEstado” or the “Bank”), acting directly through its principal office in the Republic of Chile or through its New York Branch, licensed by the State of New York (the “New York Branch” and, in either case, as applicable, the “relevant Issuer” and, collectively, “the Issuers”), has prepared this first prospectus supplement (the “First Prospectus Supplement”) in connection with Medium Term Notes (the “Notes”) to be issued from time to time under the Bank’s Medium Term Note Program (the “Program”). The Bank has also prepared a prospectus dated April 20, 2018 (the “Base Prospectus”) which has been approved as a base prospectus for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) by the Commission de Surveillance du Secteur Financier (the “CSSF”), for use in connection with the issue of Notes under the Program. This First Prospectus Supplement constitutes a supplement in respect of the Base Prospectus for purposes of Article 16(1) of the Prospectus Directive, it amends and updates the Base Prospectus and it should be read in conjunction with the Base Prospectus. This First Prospectus Supplement, when read together with the Base Prospectus, constitutes a prospectus for the purposes of the Luxembourg law dated July 10, 2005 on prospectuses for securities (the “Luxembourg Law”). No person is or has been authorized to give any information or to make any representations, other than those contained in the Base Prospectus or the First Prospectus Supplement, in connection with the Program or the issue and sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorized by BancoEstado. Neither the delivery of the Base Prospectus or this First Prospectus Supplement or nor any sale made under the Program shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof. Neither the Base Prospectus, this First Prospectus Supplement nor any other information supplied in connection with the Program or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by either Issuer or any of the Dealers that any recipient of the Base Prospectus, this First Prospectus Supplement or any recipient of any other information supplied in connection with the Program or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of BancoEstado. Neither the Base Prospectus, this First Prospectus Supplement nor any other information supplied in connection with the Program or the issue of any Notes constitutes an offer or invitation by or on behalf of either Issuer or any of the Dealers to subscribe for or to purchase any Notes in a jurisdiction in which such offer or invitation would be prohibited. This First Prospectus Supplement reflects the status as of its date of issue. Neither the delivery of the Base Prospectus or this First Prospectus Supplement nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained in the related documents is accurate and complete subsequent to the date hereof or that there has been no adverse change in the financial condition of BancoEstado since such date or that any other information supplied in connection with the Program is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. For so long as any Notes remain outstanding, BancoEstado will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus or this First Prospectus Supplement which is capable of affecting the assessment of any Notes, prepare a further supplement to the Base Prospectus or publish a new Prospectus for use in connection with any subsequent issue of Notes. The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States of America (the “United States”) or its possessions or to United States persons, except in certain transactions permitted by United States Treasury Regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and the regulations promulgated thereunder. Neither the Base Prospectus nor this First Prospectus Supplement constitutes an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of the Base Prospectus, this First Prospectus Supplement (or any part thereof) or any Final Terms and the offer or sale of Notes may be restricted by law in certain jurisdictions. None of the Issuers or the Dealers represent that this First Prospectus Supplement may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuers or the Dealers which would permit a public offering of any Notes in any jurisdiction other than each Member State of the EEA which has implemented the Prospectus Directive as at the date of this First Prospectus Supplement or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither the Base Prospectus, this First Prospectus Supplement nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession the Base Prospectus, this First Prospectus Supplement or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of the Base Prospectus, this First Prospectus Supplement and the offering and sale of Notes. In particular, there are restrictions on the distribution of the Base Prospectus, this First Prospectus Supplement and the offer or sale of Notes in the United States, Canada, Chile, the EEA (and, in particular, in the United Kingdom, France, Italy and the Netherlands), Australia, Hong Kong, People’s Republic of China, Taiwan, Japan, Singapore and Switzerland (see “Transfer and Selling Restrictions” in the Base Prospectus). In making an investment decision, investors must rely on their own examination of the relevant Issuer and the terms of the Notes being offered, including the merits and risks involved. The Notes have not been approved or disapproved by the United States Securities and Exchange Commission or any other securities commission or other regulatory authority in the United States, nor have the foregoing authorities approved the Base Prospectus or this First Prospectus Supplement or confirmed the accuracy or the adequacy of the information contained in the Base Prospectus or this First Prospectus Supplement. Any representation to the contrary is unlawful. In particular, Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. See “Description of the Notes—Form of Notes” in the Base Prospectus for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer (see “Transfer and Selling Restrictions” in the Base Prospectus). Registered Notes may be offered or sold within the United States only to QIBs (as defined under “Description of the Notes—Form of Notes” in the Base ii Prospectus) in transactions exempt from registration under the Securities Act (see “U.S. Information” in the Base Prospectus). Neither the Base Prospectus, this First Prospectus Supplement nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. Neither the Base Prospectus, this First Prospectus Supplement nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Notes in a jurisdiction in which such offer or invitation would be prohibited and should not be considered as a recommendation or a statement of an opinion (or a report of either of those things) by either Issuer, the Dealers or any of them that any recipient of this Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Prospectus or any Final Terms shall be taken to have made its own appraisal of the condition (financial or otherwise) of the relevant Issuer. None of the Dealers or any Issuer makes any representation to any purchaser of the Notes regarding the legality of its investment under any applicable laws. Any purchaser of the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite period of time.