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

Exhibit 5

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Spanish, and in case of any divergence, discrepancy or difference between this version and the Spanish version, the Spanish version shall prevail. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at their own risk.

COMPAÑIA DE MINAS BUENAVENTURA S.A.A.

February 22, 2024

Messrs.

Superintendence of Capital Markets

 

 

MATERIAL INFORMATION: Notice of Resolutions of the convened Shareholders’ Meeting

 

 

As required by the Regulation on Material and Reserved Information, approved by Resolution SMV No. 005-2014-SMV/01, we inform you that:

Legal Entity: COMPAÑIA DE MINAS BUENAVENTURA S.A.A.

Type of Meeting: General Shareholders’ Meeting Date: 02/22/2024

Time: 09:00 a.m.

Description of Material Event: THE GENERAL SHAREHOLDERS’ MEETING APPROVED BY MAJORITY VOTE THE ONLY ITEM ON THE AGENDA

Comments:

The following matters were discussed:

- Partial amendment of the Company’s Bylaws: Article twenty-ninth: Revised wording: “Article twenty-ninth. - The Board of Directors is elected by the General Shareholders’ Meeting. It is not necessary to be a shareholder to serve as a director. The Board of Directors may be removed at any time at the General Shareholders’ Meeting, in the terms stated in the second to last paragraph of Article twenty-fifth of these Bylaws. The Board of Directors shall be composed of nine members.”

Best,

DANIEL DOMINGUEZ VERA

MARKET RELATIONS OFFICER

COMPAÑIA DE MINAS BUENAVENTURA S.A.A.

 

 

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