SEC Form SC 13D/A filed by West Fraser Timber Co. Ltd (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)

West Fraser Timber Co. Ltd.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

952845105

(CUSIP Number)

Lambros Hajigeorghi

Banasino Investments Limited

Grayoak House

9 Tagmatarchou Pouliou

1101 Ayios Andreas Nicosia, Cyprus

+357 22273860

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

October 26, 2022

(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

EXPLANATORY NOTE

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the original Schedule 13D filed with the SEC by the Reporting Persons on February 3, 2022, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on February 28, 2022 and Amendment No. 2 to Schedule 13D filed with the SEC on June 22, 2022 (as so amended, the “Schedule 13D”) relating to shares of common stock, no par value (the “Common Shares”), of the Issuer.

The information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 3. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended and restated as follows:

The information set forth in Item 5 of this Amendment No. 3 is hereby incorporated by reference herein.

From April 9, 2021 to November 3, 2022, the Reporting Persons purchased an aggregate of 8,346,494 Common Shares in the open market for approximately CAD $918,954,262.

ECCM Bank PLC purchased 315,975 Common Shares between April 9, 2021 and September 15, 2021, for approximately CAD $29,200,712. The source of these funds was the working capital of ECCM Bank PLC.

Banasino Investments Limited purchased 8,030,519 Common Shares between September 15, 2021, and November 3, 2022, for approximately CAD $889,753,550. The sources of these funds were working capital of Banasino Investments Limited and the following three financing and debt arrangements, each made for the sole purpose of purchasing equity in the Issuer, and each of which has been fully repaid as of June 30, 2022:

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

The Reporting Persons acquired the securities reported herein for investment purposes, subject to the following: The information in Items 3 and 5 of this Amendment No. 3 and in Item 6 of the Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons expect to evaluate on an ongoing basis the Issuer’s business and financial condition, results of operations and prospects and the Reporting Persons’ respective interests in, and intentions with respect to, the Issuer and the Reporting Persons’ respective investments in the securities of the Issuer; general economic and industry conditions; financial and stock market considerations, including the market price of securities of the Issuer and currency fluctuations; developments with respect to the business of the Reporting Persons; changes in law and government regulations; as well as other developments and other business or investment opportunities. Subject to and based upon that ongoing evaluation, the Reporting Persons may, at any time and from time to time, (i) determine to acquire additional securities of the Issuer, (ii) dispose of all or a portion of the securities of the Issuer owned by any of them, (iii) propose or undertake an extraordinary corporate transaction such as a tender offer or exchange offer for some or all of the Common Shares not held by the Reporting Persons or a merger, acquisition, consolidation or other business combination or reorganization involving the Issuer, or (iv) take any other available course of action. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters.

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

The information set forth in Items 3 and 4 and the cover pages of this Amendment No. 3, and in Items 2 and 6 of the Schedule 13D, are hereby incorporated by reference into this Item 5.

(a)-(b)      The aggregate number and percentage of Common Shares held by the Reporting Persons to which this Schedule 13D relates is 8,346,494 Common Shares, constituting approximately 10.2% of the currently outstanding Common Shares. The percentage of Common Shares is based on an aggregate number of outstanding common shares of 81,742,797 as of October 25, 2022 as disclosed in the Issuer’s Form 6-K filed with the SEC on October 26, 2022.

(i)            Banasino Investments Limited

(a)            As of November 3, 2022, Banasino Investments Limited may be deemed the beneficial owner of 8,346,494* Common Shares, constituting a percentage of approximately 10.2% of the outstanding Common Shares.

(b)            Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 8,346,494* Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 8,346,494* Common Shares

* Includes 315,975 Common Shares directly held by ECCM Bank PLC.

(ii)            Luda Stiftung

(a)            As of November 3, 2022, Luda Stiftung may be deemed the beneficial owner of 8,346,494* Common Shares, constituting a percentage of approximately 10.2% of the outstanding Common Shares.

(b)            Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 8,346,494* Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 8,346,494* Common Shares

* Includes 8,030,519 Common Shares directly held by Banasino Investments Limited and 315,975 Common Shares directly held by ECCM Bank PLC.

(iii)            ECCM Bank PLC

(a)            As of November 3, 2022, ECCM Bank PLC may be deemed the beneficial owner of 315,975 Common Shares, constituting a percentage of approximately 0.4% of the outstanding Common Shares.

(b)            Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 315,975 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 315,975 Common Shares

(c)            Schedule B, which is incorporated by reference into this Item 5(c), describes all of the transactions in Common Shares or derivatives relating to Common Shares that were effected in the past 60 days by the Reporting Persons. Except as set forth in Schedule B attached hereto, no reportable transactions were effected by any Reporting Person within the last 60 days.

(d)            Except as set forth herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Shares beneficially owned by the Reporting Persons as described in this Item 5.

(e)            Not applicable.

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.

Date: November 3, 2022

SCHEDULE A

The name, present principal occupation or employment, business address and citizenship of each of the directors or board members and executive officers of Banasino Investments Limited, Luda Stiftung and ECCM Bank PLC are set forth below.

Banasino Investments Limited

Directors

Luda Stiftung

Foundation Board Members

ECCM Bank PLC

Directors

Executive Officers

SCHEDULE B

Transactions in West Fraser Co. Ltd. Stock Within the Past 60 Days