Sec Form 13D Filing - ANTOFAGASTA PLC @ COMPANIA DE MINAS BUENAVENTURA

Sec Form 13D Filing - ANTOFAGASTA PLC filing for COMPANIA DE MINAS BUENAVENTURA (BVN) - 2024-03-13

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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)

March 11, 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. 3 (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 and Amendment No. 2 filed on February 26, 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. All percentages set forth in this Amendment are based upon the Issuer’s reported 253,715,190 Common Shares outstanding as of March 31, 2023 as reported in the Issuer’s Form 20-F for the fiscal year ended December 31, 2022.

Item 4.

Purpose of Transaction

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

The Reporting Persons proposed to the Board that the Board nominate Antofagasta’s Chief Executive Officer, Iván Arriagada Herrera, and Antofagasta’s Vice President of Development, Andrónico Luksic Lederer, for election as directors of the Issuer to fill the Board vacancies created by the approval of the Board Size Amendment. The Issuer will nominate such Antofagasta Nominees for election to the Board at its upcoming annual general shareholders’ meeting on March 27, 2024 and has included such Antofagasta Nominees in the agenda for such annual general shareholders’ meeting.

Item 5.

Interest in Securities of the Issuer

The first and second paragraphs of Item 5 of the Original Schedule 13D are hereby amended and restated in their entirety as follows:

(a)-(b) See pages 2-9 of this Schedule 13D for the aggregate number and percentage of Common Shares beneficially owned by each Reporting Person, the number of Common Shares as to which each Reporting Person has sole or shared power to vote or to direct the vote, and the number of Common Shares as to which each Reporting Person has sole or shared power to dispose or to direct the disposition.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

On March 11, 2024, the remaining conditions to the closing of the CSP Transaction were satisfied. On March 13, 2024, the CSP Transaction settled in accordance with its terms, and Dealer delivered 30,000,000 ADSs to Andean.

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: March 13, 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


		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