Form SCHEDULE 13D/A CEMENTOS PACASMAYO SAA Filed by: HOLCIM LTD.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
CEMENTOS PACASMAYO SAA (Name of Issuer) |
Common Shares, par value S/1.00 per share (Title of Class of Securities) |
(CUSIP Number) |
Paul K. Humphreys, Esq. Freshfields US LLP, 3 World Trade Center, 175 Greenwich Street New York, NY, 10007 (212) 277-4000 Michael A. Levitt, Esq. Freshfields US LLP, 3 World Trade Center, 175 Greenwich Street New York, NY, 10007 (212) 277-4000 Jeremy Barr, Esq. Freshfields US LLP, 3 World Trade Center, 175 Greenwich Street New York, NY, 10007 (212) 277-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/15/2026 (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
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| CUSIP No. |
| 1 |
Name of reporting person
Inversiones ASPI S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PERU
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
211,985,547.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
50.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
All calculations of percentage ownership in this Schedule 13D with respect to the Reporting Persons are based upon a total of 423,868,449 common shares, par value S/1.00 per share (the "Common Shares"), of Cementos Pacasmayo S.A.A., a publicly held corporation (sociedad anonima abierta) organized under the laws of Peru (the "Company"), outstanding as of June 16, 2026, as disclosed on the Company's website on such date.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Holcim Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
211,985,547.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
50.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
All calculations of percentage ownership in this Schedule 13D with respect to the Reporting Persons are based upon a total of 423,868,449 Common Shares of the Company outstanding as of June 16, 2026, as disclosed on the Company's website on such date.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value S/1.00 per share | |
| (b) | Name of Issuer:
CEMENTOS PACASMAYO SAA | |
| (c) | Address of Issuer's Principal Executive Offices:
Calle La Colonia 150, Urbanizacion El Vivero Surco, Lima,
PERU
, 00000. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") supplements and amends the Schedule 13D filed on April 4, 2026 (the "Original Schedule 13D") which relates to the Common Shares of the Company. Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Original Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended by adding the following sentence to the end of the third paragraph under the heading "Share Purchase Agreement":
On June 15, 2026, Holcim's Executive Committee determined that the Public Tender Offer would be made for any and all of the issued and outstanding Common Shares. | ||
| 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.
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