SEC Form SC 13D/A filed by Buenaventura Mining Company Inc. (Amendment)
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 | |||||
| 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. 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 | |