SEC Form SC 13G filed by Vista Energy S.A.B. de C.V.

CUSIP No. BYXGC1909

CUSIP No. 92837L109 (ADS)

 13G

 

1

Name of reporting persons

Al Mehwar Commercial Investments LLC

2

Check the appropriate box if a member of a group. (See instructions)

(a) 

(b) 

3

SEC use only.

4

Citizenship or place of organization.

 United Arab Emirates

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

Sole Voting Power

 

0

6

 

Shared Voting Power

12,822,581 (1)

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

12,822,581 (1)

9

Aggregate amount beneficially owned by each reporting person.

12,822,581 (1)

 

10

Check if the aggregate amount in row (9) excludes certain shares (see instructions).



 

11

Percent of class represented by amount in row (9).

14.5% (2)

 

12

Type of reporting person.

OO

 

(1)

Al Mehwar Commercial Investments LLC (“Al Mehwar”) is the direct beneficial owner of: 12,822,581 American Depositary Shares (“ADSs”) (representing 12,822,581 Series A Shares of the Issuer).

(2)

The percentage is calculated based upon 88,406,478 Series A Shares of the Issuer issued and outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F for the fiscal year ended December 31, 2022 (File No. 001-39000) filed with the Securities and Exchange Commission on April 24, 2023.

CUSIP No. BYXGC1909

CUSIP No. 92837L109 (ADS)

 13G

 

1

Name of reporting persons

Abu Dhabi Investment Council Company P.J.S.C.

2

Check the appropriate box if a member of a group. (See instructions)

(a) 

(b) 

3

SEC use only.

4

Citizenship or place of organization.

 United Arab Emirates

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

Sole Voting Power

 

0

6

 

Shared Voting Power

12,822,581 (1)

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

12,822,581 (1)

9

Aggregate amount beneficially owned by each reporting person.

12,822,581 (1)

 

10

Check if the aggregate amount in row (9) excludes certain shares (see instructions).



 

11

Percent of class represented by amount in row (9).

14.5% (2)

 

12

Type of reporting person.

CO

 

(1)

Abu Dhabi Investment Council Company P.J.S.C. (the “Council”) is the parent company of Al Mehwar and, as a result of the Council’s ownership of Al Mehwar, it may be deemed to be an indirect beneficial owner of: 12,822,581 ADSs (representing 12,822,581 Series A Shares of the Issuer). Al Mehwar, however, maintains separate corporate formalities, management and final decision making with respect to its business and operations, including its ownership of the Issuer’s securities.

(2)

The percentage is calculated based upon 88,406,478 Series A Shares of the Issuer issued and outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F for the fiscal year ended December 31, 2022 (File No. 001-39000) filed with the Securities and Exchange Commission on April 24, 2023.

  Item 1

(a)

Name of Issuer: 

 

 

Vista Energy, S.A.B. de C.V. (the “Issuer”)

 

 

 

 

(b)

Address Of Issuer’s Principal Executive Offices:

 

 

Pedregal 24, Floor 4

Colonia Molino del Rey, Alcaldía Miguel Hidalgo

Mexico City, Mexico 11040

 

 

 

 Item 2

(a)

Name of Person Filing:

 

 

This Schedule 13G is jointly filed by Al Mehwar Commercial Investments LLC (“Al Mehwar”) and Abu Dhabi Investment Council Company P.J.S.C. (the “Council”). The Council is the sole owner of Al Mehwar.

 

 

 

 

(b)

Address of Principal Business Office, or, if none, Residence:

 

 

The principal business address for Al Mehwar is: Al Bahr Towers, Sheikah Zayed Bin Sultan, Street 19, Abu Dhabi, United Arab Emirates 61999.

 

The principal business address for the Council is: Al Bahr Towers, Sheikh Zayed Bin Sultan, Street 19, Abu Dhabi, United Arab Emirates 61999.

 

 

 

 

(c)

Citizenship:

 

 

Al Mehwar is organized in the United Arab Emirates and the Council is organized in the United Arab Emirates.

 

 

 

 

(d)

Title of Class of Securities:

 

 

Series A Shares, no par value per share.

American Depositary Shares, each representing one Series A Share, with no par value.

 

 

 

 

(e)

CUSIP Number:

 

 

BYXGC1909 (Series A Shares)

92837L109 (ADS)

Item 3

If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

 

Not applicable.

 

 

Item 4

Ownership

 

 

(a) Amount beneficially owned: 

 

 

 

(b) Percent of class: 

 

The percentage is calculated based upon 88,406,478 Series A Shares of the Issuer issued and outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F for the fiscal year ended December 31, 2022 (File No. 001-39000) filed with the Securities and Exchange Commission on April 24, 2023.

 

(c) Number of shares as to which the person has:

 

 

 

(i) Sole power to vote or to direct the vote 

 

0 for all reporting persons.

 

(ii) Shared power to vote or to direct the vote

 

 

 

(iii) Sole power to dispose or to direct the disposition of 

 

0 for all reporting persons.

 

 

 

(iv) Shared power to dispose or to direct the disposition of 

Item 5

Ownership of Five Percent or Less of a Class

 

 

 

Not applicable.

 

 

Item 6 

Ownership of More Than Five Percent on Behalf Of Another Person

 

 

 

Not applicable.

 

 

Item 7 

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

 

 

Not applicable.

 

 

Item 8

Identification and Classification of Members of The Group

 

 

 

Not applicable.

 

 

Item 9

Notice of Dissolution of Group

 

 

 

Not applicable.

 

 

Item 10

Certification

 

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibit

  

Description of Exhibit

99.1

  

Joint Filing Agreement, dated November 13, 2023

 

Al Mehwar Commercial Investments LLC

 

 

 

 

 

 

 

By:

/s/ Saoud Essa Almulla

 

Name:  

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

By:

/s/ Yousef Abdul Aziz Al Harmoodi

 

Name:

Yousef Abdul Aziz Al Harmoodi

 

Title:

Authorized Signatory

 

 

 

 

Abu Dhabi Investment Council Company P.J.S.C.

 

 

 

 

 

 

 

By:

/s/ Yousef Abdul Aziz Al Harmoodi

 

Name: 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

By:

/s/ Saoud Essa Almulla

 

Name:

 

Title:

Authorized Signatory