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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Auna S.A. (Name of Issuer) |
Class A Ordinary Shares, nominal value US$0.01 per share (Title of Class of Securities) |
L0415A103 (CUSIP Number) |
Jose Luis Alberdi Gonzalez Camino a Santa Teresa 1055, piso 14, Heroes de Padierna La Magdalena Contreras, O5, 10700 0052 (55) 5449-7488 Manuel Silva Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza New York, NY, 10006 (212) 225-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | L0415A103 |
| 1 |
Name of reporting person
Grupo Angeles Servicios de Salud, S.A. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,214,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.05 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent calculation assumes that there is a total of 30,000,000 Class A Ordinary Shares (as defined below) outstanding as of March 21, 2024, as reported in the prospectus dated March 21, 2024 filed by the Issuer (as defined below) with the Securities and Exchange Commission (the "SEC") on March 25, 2024 pursuant to Rule 424(b)(1) under the Securities Act of 1933, as amended (the "Final Prospectus").
SCHEDULE 13D
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| CUSIP No. | L0415A103 |
| 1 |
Name of reporting person
Grupo Vazol, S.A. de C.V. (Priorly known as Grupo Empresarial Angeles, S.A. de C.V.) | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,214,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.05 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
The percent calculation assumes that there is a total of 30,000,000 Class A Ordinary Shares outstanding as of March 21, 2024, as reported in the Final Prospectus.
SCHEDULE 13D
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| CUSIP No. | L0415A103 |
| 1 |
Name of reporting person
Corpvaza, S.A. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,214,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.05 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
The percent calculation assumes that there is a total of 30,000,000 Class A Ordinary Shares outstanding as of March 21, 2024, as reported in the Final Prospectus.
SCHEDULE 13D
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| CUSIP No. | L0415A103 |
| 1 |
Name of reporting person
Mr. Olegario Vazquez Aldir | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,214,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.05 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percent calculation assumes that there is a total of 30,000,000 Class A Ordinary Shares outstanding as of March 21, 2024, as reported in the Final Prospectus.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, nominal value US$0.01 per share | |
| (b) | Name of Issuer:
Auna S.A. | |
| (c) | Address of Issuer's Principal Executive Offices:
6, rue Jean Monnet, Luxembourg,
LUXEMBOURG
, L-2180. | |
Item 1 Comment:
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D filed by Grupo Angeles Servicios de Salud, S.A. de C.V. ("GASS"), Grupo Vazol, S.A. de C.V. ("Vazol"), Corpvaza, S.A. de. C.V. ("Corpvaza"), and Mr. Olegario Vazquez Aldir ("Mr. Vazquez Aldir," and collectively with GASS, Vazol, and Corpvaza, the "Reporting Persons"), on August 22, 2024, and as amended and supplemented by Amendment No. 1 filed on September 12, 2024 (the "Schedule 13D"), relating to the Class A Ordinary Shares, nominal value US$0.01 per share (the "Class A Ordinary Shares"), of Auna S.A., a public limited liability company incorporated in Grand Duchy of Luxembourg ("Auna", or the "Issuer"). This Amendment amends the Schedule 13D on behalf of the Reporting Persons to furnish the information set forth herein, and except as set forth below, all Items of the Original Schedule 13D remain unchanged. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
This Amendment amends and supplements Item 3 of the Schedule 13D as follows:
From the date of the previously filed Schedule 13D on September 12, 2024, GASS purchased 554,062 Class A Ordinary Shares for a total purchase price of USD$3,903,890. GASS used available cash on hand to acquire such Class A Ordinary Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The following disclosure assumes there are 30,000,000 Class A Ordinary Shares outstanding as of March 21, 2024, as reported in the prospectus dated March 21, 2024 filed by the Issuer with the SEC on March 25, 2024 pursuant to the Final Prospectus. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 7,214,062 shares of Class A Ordinary Shares, which constitutes approximately 24.05% of the outstanding Class A Ordinary Shares. | |
| (b) | The information set forth in rows (7) through (10) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5(b). | |
| (c) | All transactions in Class A Ordinary Shares effected by the Reporting Persons and, to the best knowledge of the Reporting Persons, the Covered Persons within the prior 60-day window for which disclosure is required by Schedule 13D are listed in Schedule 2 hereto and incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. | |
1. Agreement of Joint Filing by Grupo Angeles Servicios de Salud, S.A. de C.V., Grupo Vazol, S.A. de C.V., Corpvaza S.A. de C.V. and Olegario Vazquez Aldir dated as of August 22, 2024 (incorporated herein by reference to the Schedule 13D filed by Grupo Angeles Servicios de Salud, S.A. de C.V., Grupo Vazol, S.A. de C.V., Corpvaza S.A. de C.V. and Olegario Vazquez Aldir on August 22, 2024 with respect to the ordinary shares of Auna S.A.).
2. Schedule 2 - Item 5(c) - Transactions in Class A Ordinary Shares effected by the Reporting Persons. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Jose Luis Alberdi Gonzalez is signing on behalf of Mr. Vazquez Aldir pursuant to a power of attorney dated April 12, 2024, which was previously filed with the SEC as an exhibit to a Schedule 13G filed by Mr. Vazquez Aldir on April 12, 2024 (SEC File No. 005-94489). |