SEC Info - Antofagasta plc/FI, et al. - ‘SC 13D/A’ on 2/26/24 re: Buenaventura Mining Co. Inc.

Antofagasta plc/FI, et al. – ‘SC 13D/A’ on 2/26/24 re: Buenaventura Mining Co. Inc.

On: Monday, 2/26/24, at 5:06pm ET · Accession #: 1193125-24-46307 · File #: 5-51227

Amendment to Statement of Acquisition of Beneficial Ownership by an “Active” Investor — Schedule 13D — WA’68

Filing Table of Contents

‘SC 13D/A’ — Amendment to Statement of Acquisition of Beneficial Ownership by an “Active” Investor

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

SEC Info℠

Home

Help

Please Sign In

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/24  Antofagasta plc/FI                SC 13D/A               2:143K Buenaventura Mining Co. Inc.      Donnelley … Solutions/FA
          Andean Lfma Investment Ltd.
          Aureberg Establishment
          E. Abaroa Foundation
          Jean-Paul Luksic
          Kupferberg Establishment
          Metalinvest Establishment
          Severe Studere Foundation

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to Statement of Acquisition of            HTML    137K 
                Beneficial Ownership by an "Active" Investor                     
 2: EX-99.5     Miscellaneous Exhibit                               HTML      7K

SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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)

February 22, 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


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


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


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


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


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


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


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


CUSIP No. 204448104				Page 10 of 12

This Amendment No. 2 (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 (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.

Item 4.

Purpose of the Transaction

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

As previously disclosed, the Issuer agreed to call a general shareholders’ meeting on February 22, 2024 for shareholders of the Issuer to vote on the Board Size Amendment. The general shareholders meeting was held on February 22, 2024 and the Issuer disclosed publicly through a Hecho de Importancia filed with the Superintendencia del Mercado de Valores in Peru on February 22, 2024 that the Board Size Amendment was approved at the meeting.

The approval of the Board Size Amendment has created two new vacancies on the Board. The Reporting Persons expect such vacancies to be filled by shareholder election at the Issuer’s next annual general shareholders’ meeting, which, in accordance with Peruvian law, must be held before the end of March, 2024. Furthermore, the Reporting Persons understand that the Board will nominate to fill such vacancies two individuals proposed by Antofagasta.

The Reporting Persons plan to propose two individuals (the “Antofagasta Nominees”) to the Board to be nominated by the Board for election as directors of the Issuer to fill the Board vacancies created by the approval of the Board Size Amendment. The Reporting Persons understand that the Antofagasta Nominees will be included in the proxy card (or similar voting card) sent to shareholders and ADS holders for the Issuer’s annual general shareholders’ meeting held in 2024. The Reporting Persons will support the election of the Antofagasta Nominees and may solicit votes for the Antofagasta Nominees from other shareholders or ADS holders using a proxy solicitor or similar firm.

Item 7.

Material to be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby amended to add the following Exhibit:

5.	Hecho de Importancia publicly filed by the Issuer on February 22, 2024 with the Superintendencia del Mercado de Valores in Peru


CUSIP No. 204448104				Page 11 of 12

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: February 26, 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


CUSIP No. 204448104				Page 12 of 12


		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*

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

48,058,225

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

48,058,225

This ‘SC 13D/A’ Filing	Date	Other Filings

Filed on:	2/26/24	6-K
	2/22/24
	1/25/24	6-K, SC 13D/A
	12/15/23	6-K, SC 13D
		List all Filings

↑Top

Filing Submission 0001193125-24-046307 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)