Sec Form 13D Filing - ANTOFAGASTA PLC filing for BUENAVENTURA MINING CO INC (BVN) - 2024-03-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Compañía de Minas Buenaventura S.A.A.

(Buenaventura Mining Company Inc.)

(Name of Issuer)

ADSs, each representing one common share, nominal (par) value of ten Peruvian

Soles per share

(Title of Class of Securities)

204448104**

(CUSIP Number)

Legal Vice President

Av. Apoquindo 4001, Piso 18

Las Condes, Santiago, Chile 7550162

(+ 56 2 2798 7000)

With copies to:

Cleary Gottlieb Steen & Hamilton LLP

Attention: Jeffrey Lewis, Adam Brenneman and Michael Dayan

One Liberty Plaza, New York NY 10006

(212) 225-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 11, 2024

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing persons have previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

**

This CUSIP number applies to the American Depositary Shares (as defined herein).

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

 

 

 


CUSIP No. 204448104       Page 2 of 12

 

 1   

 NAME OF REPORTING PERSON

 

 S.S or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

 

 Antofagasta plc

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS

 

 WC

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United Kingdom

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

    8  

 SHARED VOTING POWER

 

 48,058,225

    9  

 SOLE DISPOSITIVE POWER

 

   10  

 SHARED DISPOSITIVE POWER

 

 48,058,225

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

 48,058,225

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARE

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 18.9%

14  

 TYPE OF REPORTING PERSON

 

 HC


CUSIP No. 204448104       Page 3 of 12

 

 1   

 NAME OF REPORTING PERSON

 

 S.S or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

 

 Andean LFMA Investment Limited

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS

 

 WC

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United Kingdom

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

    8  

 SHARED VOTING POWER

 

 48,058,225

    9  

 SOLE DISPOSITIVE POWER

 

   10  

 SHARED DISPOSITIVE POWER

 

 48,058,225

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

 48,058,225

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARE

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 18.9%

14  

 TYPE OF REPORTING PERSON

 

 HC


CUSIP No. 204448104       Page 4 of 12

 

 1   

 NAMES OF REPORTING PERSONS

 

 Metalinvest Establishment

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 WC

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Liechtenstein

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

    8  

 SHARED VOTING POWER

 

 48,058,225

    9  

 SOLE DISPOSITIVE POWER

 

   10  

 SHARED DISPOSITIVE POWER

 

 48,058,225

11  

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 48,058,225

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 18.9%

14  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 HC


CUSIP No. 204448104       Page 5 of 12

 

 1   

 NAMES OF REPORTING PERSONS

 

 Kupferberg Establishment

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 WC

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Liechtenstein

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

    8  

 SHARED VOTING POWER

 

 48,058,225

    9  

 SOLE DISPOSITIVE POWER

 

   10  

 SHARED DISPOSITIVE POWER

 

 48,058,225

11  

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 48,058,225

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 18.9%

14  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 HC


CUSIP No. 204448104       Page 6 of 12

 

 1   

 NAMES OF REPORTING PERSONS

 

 Aureberg Establishment

  2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 WC

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Liechtenstein

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

    8  

 SHARED VOTING POWER

 

 48,058,225

    9  

 SOLE DISPOSITIVE POWER

 

   10  

 SHARED DISPOSITIVE POWER

 

 48,058,225

11  

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 48,058,225

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 18.9%

14  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 HC


CUSIP No. 204448104       Page 7 of 12

 

 1   

 NAMES OF REPORTING PERSONS

 

 E. Abaroa Foundation

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 WC

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Liechtenstein

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

    8  

 SHARED VOTING POWER

 

 48,058,225

    9  

 SOLE DISPOSITIVE POWER

 

   10  

 SHARED DISPOSITIVE POWER

 

 48,058,225

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 48,058,225

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 18.9%

14  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 HC


CUSIP No. 204448104       Page 8 of 12

 

 1   

 NAMES OF REPORTING PERSONS

 

 Severe Studere Foundation

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 WC

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Liechtenstein

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

    8  

 SHARED VOTING POWER

 

 48,058,225

    9  

 SOLE DISPOSITIVE POWER

 

   10  

 SHARED DISPOSITIVE POWER

 

 48,058,225

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 48,058,225

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 18.9%

14  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 HC


CUSIP No. 204448104       Page 9 of 12

 

 1   

 NAMES OF REPORTING PERSONS

 

 Jean-Paul Luksic

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 WC

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Chile

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

    8  

 SHARED VOTING POWER

 

 48,058,225

    9  

 SOLE DISPOSITIVE POWER

 

   10  

 SHARED DISPOSITIVE POWER

 

 48,058,225

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 48,058,225

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 18.9%

14  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 IN


CUSIP No. 204448104       Page 10 of 12

 

This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on December 15, 2023, as amended and supplemented by Amendment No. 1 filed on January 25, 2024 and Amendment No. 2 filed on February 26, 2024 (as so amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”) with respect to the ADSs. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. All percentages set forth in this Amendment are based upon the Issuer’s reported 253,715,190 Common Shares outstanding as of March 31, 2023 as reported in the Issuer’s Form 20-F for the fiscal year ended December 31, 2022.

 

Item 4.

Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

The Reporting Persons proposed to the Board that the Board nominate Antofagasta’s Chief Executive Officer, Iván Arriagada Herrera, and Antofagasta’s Vice President of Development, Andrónico Luksic Lederer, for election as directors of the Issuer to fill the Board vacancies created by the approval of the Board Size Amendment. The Issuer will nominate such Antofagasta Nominees for election to the Board at its upcoming annual general shareholders’ meeting on March 27, 2024 and has included such Antofagasta Nominees in the agenda for such annual general shareholders’ meeting.

 

Item 5.

Interest in Securities of the Issuer

The first and second paragraphs of Item 5 of the Original Schedule 13D are hereby amended and restated in their entirety as follows:

(a)-(b) See pages 2-9 of this Schedule 13D for the aggregate number and percentage of Common Shares beneficially owned by each Reporting Person, the number of Common Shares as to which each Reporting Person has sole or shared power to vote or to direct the vote, and the number of Common Shares as to which each Reporting Person has sole or shared power to dispose or to direct the disposition.

(c) The response to Item 6 of this Amendment is hereby incorporated by reference herein.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

On March 11, 2024, the remaining conditions to the closing of the CSP Transaction were satisfied. On March 13, 2024, the CSP Transaction settled in accordance with its terms, and Dealer delivered 30,000,000 ADSs to Andean.

 


SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: March 13, 2024

 

  ANTOFAGASTA PLC
By:  

/s/ Iván Arriagada

Name:   Iván Arriagada
Title:   Chief Executive Officer
By:  

/s/ Andrónico Luksic Lederer

Name:   Andrónico Luksic Lederer
Title:   Vice President of Development
  ANDEAN LFMA INVESTMENT LIMITED
By:  

/s/ Iván Arriagada

Name:   Iván Arriagada
Title:   Authorised Signatory
By:  

/s/ Andrónico Luksic Lederer

Name:   Andrónico Luksic Lederer
Title:   Authorised Signatory
  METALINVEST ESTABLISHMENT
By:  

/s/ Davor Luksic Lederer

Name:   Davor Luksic Lederer
Title:   Director
By:  

/s/ PERCURO Trust Establishment

Name:   PERCURO Trust Establishment
Title:   Director


  KUPFERBERG ESTABLISHMENT
By:  

/s/ Davor Luksic Lederer

Name:   Davor Luksic Lederer
Title:   Director
By:  

/s/ PERCURO Trust Establishment

Name:   PERCURO Trust Establishment
Title:   Director
  AUREBERG ESTABLISHMENT
By:  

/s/ Dr. Thomas Müller

Name:   Dr. Thomas Müller
Title:   Director
By:  

/s/ PERCURO Trust Establishment

Name:   PERCURO Trust Establishment
Title:   Director
  E. ABAROA FOUNDATION
By:  

/s/ Jean-Paul Luksic Fontbona

Name:   Jean-Paul Luksic Fontbona
Title:   Member of the Foundation Council
By:  

/s/ Dr. Johannes Burger

Name:   Dr. Johannes Burger
Title:   Member of the Foundation Council
  SEVERE STUDERE FOUNDATION
By:  

/s/ Jean-Paul Luksic Fontbona

Name:   Jean-Paul Luksic Fontbona
Title:   Member of the Foundation Council
By:  

/s/ Dr. Mario König

Name:   Dr. Mario König
Title:   Member of the Foundation Council
  JEAN-PAUL LUKSIC
By:  

/s/ Jean-Paul Luksic