Carey advises Bci Group on CLP 7.996 trillion capital increase

Carey advised Bci Group on a capital increase of approximately CLP 7.996 trillion — millions of millions of pesos — approved by its extraordinary shareholders’ meeting on October 26, 2026. The transaction involves the issue of approximately 125 million new shares and is one stage of the corporate reorganisation of Banco de Crédito e Inversiones (Bci).

The new shares will be paid for exclusively in kind, through the contribution or transfer of shares in Bci, at a ratio of one share in Bci Group for each bank share. The mechanism will allow shareholders who choose to participate to become shareholders in the holding company.

According to the announced timetable, the process includes a public tender offer for shares (OPA) in late 2026 and a placement period in early 2027. Approval of the capital increase does not mean the reorganisation is complete: subscription and payment for the new shares, as well as subsequent stages of the planned structure, remain pending.

Once the process is complete, Bci Group will be the common parent company of Bci, in Chile, and City National Bank of Florida (CNB), in the United States. The two banks will operate independently of each other, and CNB will cease to be a subsidiary of the Chilean bank.

The structure involves the division of Bci, the allocation of shares in Bci Financial Group Inc., the direct parent company of CNB, to a new non-bank company, and its subsequent merger with Bci Group. The Chilean bank will retain its banking licence, its RUT (tax identification number) and its other businesses apart from CNB.

The reorganisation aims to expand the US business’s growth capacity in light of the limits on a Chilean bank’s investments in any one foreign country, improve capital efficiency and facilitate the separate reporting of the results of the two businesses. Its implementation combines capital markets mechanisms, in-kind contributions, related-party transactions and cross-border banking regulation.

Carey’s advice also includes prior work relating to the incorporation of Bci Group and the registration of its shares in the Securities Register of the Comisión para el Mercado Financiero (CMF). The firm also advised Empresas Juan Yarur, the indirect controlling shareholder of Bci, on the approval of the sale and contribution to the holding company of bank shares worth CLP 1.194 trillion.

The Carey team included partners Francisco Ugarte, Jessica Power and Alejandra Daroch, and associates Diego Hormazábal, Pablo Bauer, Sebastián Zaror, Carlos Costabal, Francisca Eyzaguirre and Ignacio Quemada.

For Bci , the participants were Fernando Carmash Cassis, general counsel; María Eugenia López-Hermida, legal manager for Corporate Governance and CCSS; and José Miguel de la Cerda Samsó, legal manager for Business.

Key facts

• Transaction: capital increase by Bci Group, payable in Bci
• shares
• Amount: approximately CLP 7.996 trillion
• Issue: approximately 125 million new shares, at a one-to-one exchange ratio
• Jurisdictions: Chile and the United States Identified legal adviser:
• Carey
• Approval: October 26, 2026