Form SC 13D/A UNITED BREWERIES CO INC Filed by: INVERSIONES Y RENTAS S.A.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| Compañía Cervecerías Unidas S.A. (United Breweries Company, Inc.) |
| (Name of Issuer) |
|
Common stock without nominal (par) value
|
|
Title of Class of Securities
|
| 204429104 |
| (CUSIP Number) |
Rosita Covarrubias Gatica
Enrique Foster Sur 20, 14th Floor
Santiago, Chile
| (56 22 750 7210) |
| (Name, Address and Telephone Number of Person |
|
Authorized to Receive Notices and Communications)
|
| March 1, 2021 |
| (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
*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.
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. 204429104
|
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1
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NAMES OF REPORTING PERSONS
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Inversiones y Rentas S.A.
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☒
|
||
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(b)
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☐
|
||||
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||||
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3
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SEC USE ONLY
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|||
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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BK
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|||
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Chile
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
|
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|
|
|
221,701,716
|
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|||
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||||
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8
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SHARED VOTING POWER
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|||
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||||
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9
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SOLE DISPOSITIVE POWER
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221,701,716
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||
|
221,701,716
|
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|||
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||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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60.0%
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|||
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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|||
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||||
1
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CUSIP No. 204429104
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|
1
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NAMES OF REPORTING PERSONS
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Inversiones IRSA Limitada
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
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☐
|
||||
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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BK
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|||
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||||
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Chile
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
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25,279,991
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|||
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||||
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8
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SHARED VOTING POWER
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|||
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||||
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9
|
SOLE DISPOSITIVE POWER
|
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||
|
25,279,991
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|||
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|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
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|
||
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|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
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|
||||
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|
|
||||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||
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60.0%
|
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|||
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
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CO
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|||
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||||
2
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CUSIP No. 204429104
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|
1
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NAMES OF REPORTING PERSONS
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||
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Quiñenco S.A.
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
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||||
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3
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SEC USE ONLY
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||||
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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BK
|
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|||
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||||
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
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Chile
|
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|
|||
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
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||
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|
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|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
||
|
CO
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|||
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||||
3
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
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||
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Heineken N.V.
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
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||
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|
|||
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||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
The Netherlands
|
|
|
|||
|
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
4
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Luksburg Foundation
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
5
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Lanzville Investments Establishment
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
6
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Dolberg Finance Corporation Establishment
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
7
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Andsberg Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Jersey, Channel Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
||||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
8
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Andsberg Inversiones Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Jersey, Channel Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
||||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
9
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Andsberg Inversiones SpA.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
10
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Ruana Copper Corporation Establishment
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
11
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Emian Foundation
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
12
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Nicolás Luksic Puga
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
13
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Inmobiliaria e Inversiones Río Claro S.A.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
14
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Andrónico Luksic Craig
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
15
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Inversiones Consolidadas Ltda.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
16
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Inversiones Salta S.p.A.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
17
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Andrónico Luksic Lederer
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
18
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Davor Luksic Lederer
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
19
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Maximiliano Luksic Lederer
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
20
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Dax Luksic Lederer
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
21
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Inversiones Río Claro Ltda.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
22
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Inversiones Orengo S.A.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
23
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Inversiones Alaska Ltda.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
| 60.0% |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC
|
|
|
|||
|
|
|
||||
24
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Antonia Luksic Puga
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
25
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Isidora Luksic Prieto
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
26
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Mara Luksic Prieto
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
27
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Elisa Luksic Prieto
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
28
|
CUSIP No. 204429104
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Fernanda Luksic Lederer
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
||||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
BK
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
221,701,716
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
60.0%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
29
The statement on Schedule 13D filed on September 30, 2005, as amended and supplemented on April 3, 2006 and as further amended and supplemented on December 1, 2014 (the
“Schedule 13D”), relating to the common stock without nominal (par) value (the “Common Stock”), of Compañía Cervecerías Unidas S.A. (“CCU”), a company organized under the laws of Chile, is hereby
amended as set forth below by this Amendment No. 3 to the Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the
Schedule 13D. The Schedule 13D (including prior amendments thereto) was previously filed under CIK#0001170905. This Amendment No. 3 to the Schedule 13D is being filed under CCU’s CIK#0000888746.
| Item 2. |
Identity and Background.
|
Item 2 of Schedule 13D is hereby amended to (i) remove the following persons from the list of filing persons:
| - |
Geotech Establishment;
|
| - |
Patricia Lederer Tcherniak; and
|
| - |
Guillermo Luksic Craig, and
|
(ii) to add the following person:
(a) – (c), (f) This statement is being filed by the following person:
The Emian Foundation, a foundation organized under the laws of Liechtenstein, is a foundation whose main purpose is to hold shares of Quiñenco and various other companies.
The Emian Foundation’s principal business address is at Landstrasse 39, 9490 Vaduz, Liechtenstein. The Emian Foundation is a member of the Quiñenco Group.
(d) None of the Reporting Persons, or to the best knowledge of each of the Reporting Persons, any of the persons listed in Schedule A hereto, has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
(e) During the last five years, none of the Reporting Persons, or to the best knowledge of each Reporting Person, any of the persons listed in Schedule A hereto,
has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such law.
| Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 3 of the Schedule 13D is hereby supplemented as follows:
Inversiones y Rentas S.A. (“IRSA”) intends to fund the purchases, if any, disclosed in Item 4 hereof, and any related costs and expenses, with
borrowings under a long term facility entered into with Scotiabank Chile in February 2021 for up to 5,200,000 Unidades de Fomento (the “Credit Facility”). The Credit Facility bears interest at a rate
of 0.85%, payable annually, and principal payments due annually starting in May 2024 with the final remaining balance due in May 2028.
30
| Item 4. |
Purpose of the Transaction.
|
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
IRSA is currently considering, subject to market and other conditions, opportunistic acquisitions of shares of CCU via open market purchases, privately negotiated
transactions, tender offers or otherwise, in order to increase its ownership interest in CCU by up to an additional 6% of the outstanding Common Stock from its current approximately 60% ownership
interest, which was its historical level of approximately 66% prevailing prior to CCU’s capital increase in 2013.
Except as otherwise disclosed herein, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any actions or events specified
in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons regularly monitor and evaluate their respective business strategies and investments, including their direct or
indirect ownership of equity investments or participation in strategic joint ventures, such as their investment in CCU (including through their ownership of IRSA). Based upon such review, as well as
general economic, market and industry conditions and prospects existing at the time, the Reporting Persons may consider from time to time alternative courses of action with respect to their interests in
IRSA or CCU, including actions that may differ from those disclosed in the preceding paragraph. Subject to the applicable terms and restrictions under the Shareholder Agreement, previously filed as an
exhibit hereto, these actions may include, without limitation, one or more Reporting Persons, together or separately: (i) acquiring additional Common Stock and/or other equity, debt, notes, other
securities or derivative or other instruments that are based upon or relate to the value of Common Stock (collectively, “Securities”) in the open market or otherwise, including in connection with
business development or M&A transactions or financing commitments in relation thereto, whether through IRSA or otherwise; (ii) disposing of any or all of their Securities in the open market, among
Reporting Persons, or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; (iv) restructuring arrangements between or among Reporting Persons, including the
arrangements regarding IRSA; or (v) proposing or considering one or more of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D. In determining whether to carry out any of the
above-mentioned actions, including the actions described in the preceding paragraph, the Reporting Persons may consider factors such as CCU’s financial position and strategic direction, actions taken by
CCU’s board of directors, price levels of the Common Stock, conditions in the securities market and general economic and industry conditions. Each of the Reporting Persons may, at any time, together or
separately, review or reconsider its respective position with respect to CCU or IRSA and reserves the right to develop such plans or proposals, including discussing, proposing or taking one or more of
the actions described in clauses (a) through (j) of Item 4 of Schedule 13D and may discuss such actions with CCU and CCU’s management and CCU’s board of directors, other stockholders of CCU (including
IRSA) and/or other interested parties. The Reporting Persons may change their intentions with regard to all matters referred to in Item 4 of Schedule 13D.
The foregoing statements are for informational purposes only and are not an offer to buy or the solicitation of an offer to sell any securities of CCU.
|
Item 5.
|
Interests in Securities of the Issuer.
|
31
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) See pages 1-29 of this Amendment No. 3 to the 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 there is sole or shared power to vote, or to direct the vote, and sole or shared power to dispose or to direct the disposition.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 6 of the Schedule 13D is hereby supplemented as follows:
Item 3 of this statement on Schedule 13D is incorporated herein by reference.
Pursuant to the Credit Facility, IRSA agreed to, among other things, maintain control over at least 50.1% of CCU shares.
A copy of the English language translation of the Credit Facility is being filed as an exhibit hereto.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The following are filed with this statement:
| Exhibit No. | Description |
|
1
|
Joint Filing Agreements, together with Powers of Attorney from each of Luksburg Foundation, Dolberg Finance Corporation Establishment, Lanzville Investments Establishment, Ruana Copper
Corporation Establishment, Andsberg Ltd., Andsberg Inv. Ltd., Andsberg Inversiones SpA., Nicolas Luksic Puga, Andronico Luksic Craig, Inmobiliaria e Inversiones Rio Claro S.A., Inversiones Salta
S.p.A., Inversiones Consolidadas Limitada, Andrónico Luksic Lederer, Davor Luksic Lederer, Maximiliano Luksic Lederer, Dax Luksic Lederer and LQ Inversiones Financieras S.A.*
|
|
2
|
Amended Shareholder's Agreement dated January 13, 2003 between Quiñenco and Heineken Chile.*
|
|
6
|
Joint Filing Agreements for each of Inversiones y Rentas S.A., Inversiones IRSA Limitada, Inmobiliaria e Inversiones Río Claro S.A., Inversiones Río Claro Ltda., Inversiones Orengo S.A.,
Inversiones Alaska Ltda., Nicolás Luksic Puga, Antonia Luksic Puga, Isidora Luksic Prieto, Mara Luksic Prieto, Elisa Luksic Prieto and Fernanda Luksic Lederer; and
Powers of Attorney for each of Inversiones y Rentas S.A., Inversiones IRSA Limitada, Inmobiliaria e Inversiones Río Claro S.A., Inversiones Río Claro Ltda.,
Inversiones Orengo S.A., Inversiones Alaska Ltda., and Fernanda Luksic Lederer.*
|
|
7
|
Loan Agreement, dated July 25, 2013, between Inversiones y Rentas S.A. and Banco del Estado de Chile.* |
| 8 | Credit Line Agreement, dated August 6, 2013, between Inversiones y Rentas S.A. and Banco de Crédito e Inversiones.* |
|
9
|
Joint Filing Agreements for each of Quiñenco S.A., Heineken N.V., and the Emian Foundation; and
Powers of Attorney for Heineken N.V., the Emian Foundation, Nicolás Luksic Puga, Antonia Luksic Puga, Isidora Luksic Prieto, Mara Luksic Prieto, Elisa Luksic
Prieto, Lanzville Investments Establishment, Dolberg Finance Corporation Establishment, Ruana Copper Corporation Establishment, Andsberg Limited, and Andsberg Inversiones Limited.
|
|
10
|
Credit Facility Agreement, dated February 5, 2021, between Inversiones y Rentas S.A. and Scotiabank Chile.
|
* Exhibit previously filed
32
Schedules A-1 through A-18 of Schedule 13 are hereby amended in their entirety as follows:
Schedule A-1
Directors and General Manager of Inversiones y Rentas S.A.
Directors:
|
1.
|
Name:
|
Carlos Molina Solis
|
|
Principal Occupation:
|
Chairman of the Board of Directors of Inversiones y Rentas
S.A. and Vice Chairman of the Board of CCU
|
|
|
Business Address:
|
396 Alhambra Circle PH1, Coral Gables, Florida, U.S.A
|
|
|
Citizenship:
|
U.S.
|
|
|
2.
|
Name:
|
Rory Cullinan
|
|
Principal Occupation:
|
Director of various companies, CCU Board Member
|
|
|
Business Address:
|
Flat 3, 89 Onslow Square. London, United Kindom
|
|
|
Citizenship:
|
Irish
|
|
|
3.
|
Name:
|
Francisco Pérez Mackenna
|
|
Principal Occupation:
|
Chief Executive Officer of Quiñenco. CCU Board Member.
|
|
|
Business Address:
|
Enrique Foster Sur 20, 16th Floor Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
4.
|
Name:
|
Rodrigo Hinzpeter Kirberg
|
|
Principal Occupation:
|
Quiñenco S.A. Chief Legal Counsel and CCU Board
Member
|
|
|
Business Address:
|
Enrique Foster Sur 20, 16th Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
5.
|
Name:
|
Pablo José Granifo Lavín
|
|
Principal Occupation:
|
Chairman of the Board of Directors of Banco de Chile and
CCU Board Member
|
|
|
Business Address:
|
Ahumada 251 Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
6.
|
Name:
|
Marc Gross
|
|
Principal Occupation:
|
CCU Board Member
|
|
|
Business Address:
|
Smeetsweg 1, 2382PH
Zoeterwoude.Holanda
|
|
|
Citizenship:
|
French
|
A-1-1
General Manager:
|
1.
|
Name:
|
Alessandro Bizzarri Carvallo
|
|
Principal Occupation:
|
Partner, Law Offices Carvallo, Bizzarri & García
Abogados
|
|
|
Business Address:
|
Av. Nueva Costanera 4229, of 206
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
A-1-2
Schedule A-2
Authorized Signatories of Inversiones IRSA Limitada.
|
1.
|
Name:
|
Carlos Molina Solis
|
|
Principal Occupation:
|
Chairman of the Board of Directors of Inversiones y Rentas
S.A. and Vice Chairman of the Board of CCU
|
|
|
Business Address:
|
396 Alhambra Circle PH1, Coral Gables, Florida, U.S.A
|
|
|
Citizenship:
|
U.S.
|
|
|
2.
|
Name:
|
Rory Cullinan
|
|
Principal Occupation:
|
Director of various companies. CCU Board Member.
|
|
|
Business Address:
|
Flat 3, 89 Onslow Square. London, United Kindom
|
|
|
Citizenship:
|
Irish
|
|
|
3.
|
Name:
|
Francisco Pérez Mackenna
|
|
Principal Occupation:
|
Chief Executive Officer of Quiñenco. CCU Board Member.
|
|
|
Business Address:
|
Enrique Foster Sur 20, 16th Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
4.
|
Name:
|
Rodrigo Hinzpeter Kirberg
|
|
Principal Occupation:
|
Quiñenco S.A. Legal Counsel. CCU Board Member
|
|
|
Business Address:
|
Enrique Foster Sur 20, 16th Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
5.
|
Name:
|
Pablo José Granifo Lavín
|
|
Principal Occupation:
|
Chairman of the Board of Directors of Banco de Chile
|
|
|
Business Address:
|
Ahumada 251 Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
6.
|
Name:
|
Alessandro Bizzarri Carvallo
|
|
Principal Occupation:
|
Partner, Law Offices Carvallo, Bizzarri & García
Abogados
|
|
|
Business Address:
|
Av. Nueva Costanera 4229, of. 206
Santiago, Chile |
|
|
Citizenship:
|
Chilean
|
|
|
7.
|
Name:
|
Rosita Covarrubias Gatica
|
|
Principal Occupation:
|
Finance Manager Inversiones y Rentas S.A.
|
|
|
Business Address:
|
Enrique Foster Sur 20, 14th Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
A-2-1
Schedule A-3
Directors and Executive Officers of Quiñenco S.A.
Directors:
|
1.
|
Name:
|
Andrónico Luksic Craig
|
|
Principal Occupation:
|
Chairman of the Board of Directors of Quiñenco, Vice
Chairman of the Board of Directors of Banco de Chile,
Director of various companies
|
|
|
Business Address:
|
Enrique Foster Sur 20, 16th Floor, Las Condes
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
Jean-Paul Luksic Fontbona
|
|
Principal Occupation:
|
Non-Executive Chairman of Antofagasta plc, Vice Chairman
of the Board of Directors of Quiñenco, Director of various
companies
|
|
|
Business Address:
|
Apoquindo 4001, 22nd Floor, Las Condes,
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
3.
|
Name:
|
Nicolás Luksic Puga
|
|
Principal Occupation:
|
Chief Executive Officer of Ionix S.A., Director of Quiñenco,
Director of various companies
|
|
|
Business Address:
|
Enrique Foster Sur 20, 21st Floor, Las Condes
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
4.
|
Name:
|
Andrónico Luksic Lederer
|
|
Principal Occupation:
|
Vice Chairman of Inversiones Consolidadas Limitada;
Corporate Manager, International Development,
Antofagasta Minerals S.A.; Director of Quiñenco
|
|
|
Business Address:
|
Apoquindo 4001, 21st Floor, Las Condes
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
5.
|
Name:
|
Carolina Garcia de la Huerta Aguirre
|
|
Principal Occupation:
|
Director
|
|
|
Business Address:
|
Espoz 2682, Vitacura
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
6.
|
Name:
|
Hernán Büchi Buc
|
|
Principal Occupation:
|
Director of various companies
|
|
|
Business Address:
|
Alcántara 498, Las Condes
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
A-3-1
|
7.
|
Name:
|
Pablo Granifo Lavín
|
|
Principal Occupation:
|
Chairman of Banco de Chile
|
|
|
Business Address:
|
Ahumada 251
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
8.
|
Name:
|
Matko Koljatic Maroevic
|
|
Principal Occupation:
|
Business Administrator
|
|
|
Business Address:
|
Camino Otoñal 2555, Las Condes
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
Executive Officers:
|
1.
|
Name:
|
Francisco Pérez Mackenna
|
|
Title:
|
Chief Executive Officer
|
|
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
Luis Fernando Antúnez Bories
|
|
Title:
|
Chief Financial Officer
|
|
|
Citizenship:
|
Chilean
|
|
|
3.
|
Name:
|
Diego Bacigalupo
|
|
Title:
|
Managing Director, Business Development
|
|
|
Citizenship:
|
Chilean
|
|
|
4.
|
Name:
|
Rodrigo Hinzpeter Kirberg
|
|
Title:
|
Chief Legal Counsel
|
|
|
Citizenship:
|
Chilean
|
|
|
5.
|
Name:
|
Pedro Marín Loyola
|
|
Title:
|
Managing Director, Performance Appraisal and Internal
Auditing
|
|
|
Citizenship:
|
Chilean
|
|
|
6.
|
Name:
|
Mauricio Lob de La Carrera
|
|
Title:
|
Managing Director, Corporate Affairs and Communications
|
|
|
Citizenship:
|
Chilean
|
|
|
7.
|
Name:
|
Alvaro Sapag Rajevic
|
|
Title:
|
Managing Director, Sustainability
|
|
|
Citizenship:
|
Chilean
|
A-3-2
|
8.
|
Name:
|
Andrea Tokman Ramos
|
|
Title:
|
Chief Economist
|
|
|
Citizenship:
|
Chilean, U.S.
|
|
|
9.
|
Name:
|
Davor Domitrovic Grubisic
|
|
Title:
|
Head of Legal and Prevention Manager
|
|
|
Citizenship:
|
Chilean
|
|
|
10.
|
Name:
|
Pilar Rodríguez Alday
|
|
Title:
|
Investor Relations Manager
|
|
|
Citizenship:
|
Chilean, U.S.
|
|
|
11.
|
Name:
|
Óscar Henríquez Vignes
|
|
Title:
|
General Accountant
|
|
|
Citizenship:
|
Chilean
|
|
A-3-3
Schedule A-4
Directors of Heineken N.V.
Members of the Executive Board:
|
1.
|
Name:
|
Rudolf Gijsbert Servaas van den Brink
|
|
Principal Occupation:
|
Chairman of the Executive Board of Heineken N.V.
CEO
|
|
|
Business Address:
|
Tweede Weteringplantsoen 21,
1017 ZD Amsterdam, Netherlands
|
|
|
Citizenship:
|
Dutch
|
|
|
2.
|
Name:
|
Laurence Marie Debroux
|
|
Principal Occupation:
|
Member of the Executive Board of Heineken N.V.
CFO
|
|
|
Business Address:
|
Tweede Weteringplantsoen 21,
1017 ZD Amsterdam, Netherlands
|
|
|
Citizenship:
|
French
|
A-4-1
Schedule A-5
Members of the Foundation Council of the Luksburg Foundation
|
1.
|
Name:
|
Andrónico Luksic Craig
|
|
Principal Occupation:
|
Chairman of the Board of Directors of Quiñenco, Vice
Chairman of the Board of Directors of Banco de Chile,
Director of various companies
|
|
|
Business Address:
|
Enrique Foster Sur 20, 16th Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
Jean-Paul Luksic Fontbona
|
|
Principal Occupation:
|
Non-Executive Chairman of Antofagasta plc, Vice Chairman
of the Board of Directors of Quiñenco, Director of various
companies
|
|
|
Business Address:
|
Apoquindo 4001, 22nd Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
3.
|
Name:
|
Nicolás Luksic Puga
|
|
Principal Occupation:
|
Chief Executive Officer of Ionix S.A., Director of Quiñenco,
Director of various companies
|
|
|
Business Address:
|
Enrique Foster Sur 20, 21st Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
4.
|
Name:
|
Dr. Johannes Michael Burger
|
|
Principal Occupation:
|
Lawyer, Marxer & Partner Attorneys at Law
|
|
|
Business Address:
|
Heiligkreuz 6
9490 Vaduz, Liechtenstein
|
|
|
Citizenship:
|
Austrian
|
A-5-1
Schedule A-6
Directors of Lanzville Investments Establishment
|
1.
|
Name:
|
Davor Luksic Lederer
|
|
Principal Occupation:
|
Director of various companies
|
|
|
Business Address:
|
Ilica 1a – 14th Floor, 10000 Zagreb, Croatia
|
|
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
PERCURO Trust Establishment
|
|
Principal Occupation:
|
licensed trust company in Liechtenstein
|
|
|
|
Business Address: |
Heiligkreuz 6
9490 Vaduz, Liechtenstein
|
A-6-1
Schedule A-7
Directors of Dolberg Finance Corporation Establishment
|
1.
|
Name:
|
Davor Luksic Lederer
|
|
Principal Occupation:
|
Director of various companies
|
|
|
Business Address:
|
Ilica 1a – 14th Floor, 10000 Zagreb, Croatia
|
|
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
PERCURO Trust Establishment
|
|
Principal Occupation:
|
licensed trust company in Liechtenstein
|
|
|
Business Address:
|
Heiligkreuz 6
9490 Vaduz, Liechtenstein
|
A-7-1
Schedule A-8
Directors of Andsberg Limited
|
1.
|
Name:
|
Davor Luksic Lederer
|
|
Principal Occupation:
|
Director of various companies
|
|
|
Business Address:
|
Ilica 1a – 14th Floor, 10000 Zagreb, Croatia
|
|
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
Dr. Johannes Michael Burger
|
|
Principal Occupation:
|
Lawyer, Marxer & Partner Attorneys at Law
|
|
|
Business Address:
|
Heiligkreuz 6
9490 Vaduz, Liechtenstein
|
|
|
Citizenship:
|
Austrian
|
A-8-1
Schedule A-9
Directors of Andsberg Inversiones Limited
|
1.
|
Name:
|
Davor Luksic Lederer
|
|
Principal Occupation:
|
Director of various companies
|
|
|
Business Address:
|
Ilica 1a – 14th Floor, 10000 Zagreb, Croatia
|
|
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
Dr. Johannes Michael Burger
|
|
Principal Occupation:
|
Lawyer, Marxer & Partner Attorneys at Law
|
|
|
Business Address:
|
Heiligkreuz 6
9490 Vaduz, Liechtenstein
|
|
|
Citizenship:
|
Austrian
|
A-9-1
Schedule A-10
Authorized Signatories of Andsberg Inversiones SpA.
|
1.
|
Name:
|
Andrónico Luksic Lederer
|
|
Principal Occupation:
|
Vice Chairman of Inversiones Consolidadas
Limitada; Corporate Manager, International
Development, Antofagasta Minerals S.A.; Director
of Quiñenco
|
|
|
Business Address:
|
Apoquindo 4001, 21st Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
Maximiliano Luksic Lederer
|
|
Principal Occupation:
|
CEO 13 Television channel
|
|
|
Business Address:
|
Ines Matte Urrejola 0848
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
3.
|
Name:
|
María Paola Luksic Fontbona
|
|
Principal Occupation:
|
Entrepreneur
|
|
|
Business Address:
|
Apoquindo 4001, 14th Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
4.
|
Name:
|
Lukas Yaksic Rojas
|
|
Principal Occupation:
|
Business Administrator for the Quiñenco Group
|
|
|
Business Address:
|
Apoquindo 4001, 14th Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
5.
|
Name:
|
Ignacia Paola Lería Luksic
|
|
Principal Occupation:
|
Lawyer
|
|
|
Business Address:
|
Hendaya 60, 2nd Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
A-10-1
Schedule A-11
Directors of Ruana Copper Corporation Establishment
|
Name:
|
Davor Luksic Lederer
|
|
|
Principal Occupation:
|
Director of various companies
|
|
|
Business Address:
|
Ilica 1a – 14th Floor, 10000 Zagreb, Croatia
|
|
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
PERCURO Trust Establishment
|
|
Principal Occupation:
|
licensed trust company in Liechtenstein
|
|
|
Business Address:
|
Heiligkreuz 6
|
|
|
9490 Vaduz, Liechtenstein
|
A-11-1
Schedule A-12
Directors and General Manager of Inmobiliaria e Inversiones Rio Claro S.A.
Directors:
|
1.
|
Name:
|
Nicolás Luksic Puga
|
|
Principal Occupation:
|
Chief Executive Officer of Ionix S.A., Director of
Quiñenco, Director of various companies
|
|
|
Business Address:
|
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
Antonia Luksic Puga
|
|
Principal Occupation:
|
Industrial Designer and Entrepreneur
|
|
|
Business Address:
|
Enrique Foster Sur 20, 21st Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
3.
|
Name:
|
Mara Luksic Prieto
|
|
Principal Occupation:
|
Student
|
|
|
Business Address:
|
Enrique Foster Sur 20, 21th Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
4.
|
Name:
|
Enrique Cibié Bluth
|
|
Principal Occupation:
|
Director of various companies
|
|
|
Business Address:
|
Apoquindo 3650, 10th Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
5.
|
Name:
|
Alessandro Bizzarri Carvallo
|
|
Principal Occupation:
|
Lawyer, Partner of Carvallo, Bizzarri & García
|
|
|
Business Address:
|
Avenida Nueva Costanera 4229, of. 206
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
6.
|
Name:
|
Sebastian Obach Gonzalez
|
|
Principal Occupation:
|
Lawyer, Senior Counsel Cariola - Diez Perez Cotapos
|
|
|
Business Address:
|
Andrés Bello 2711 19° floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
7.
|
Name:
|
Eugenio Claro Grez
|
|
Principal Occupation:
|
Board Member MCC
|
|
| Business Address: |
El Bosque Norte 0177 13° floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
A-12-1
|
Management:
|
||
|
1.
|
Name:
|
Gloria Vergara Figueroa
|
|
Principal Occupation:
|
Chief Executive Officer
|
|
|
Business Address:
|
Enrique Foster Sur 20, 21st Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
A-12-2
Schedule A-13
Directors and General Manager of Inversiones Consolidadas Limitada
|
Directors:
|
||
|
1.
|
Name:
|
Rodrigo Terré Fontbona
|
|
Principal Occupation:
|
Chairman of Inversiones Consolidadas Limitada,
Director of various companies
|
|
|
Business Address:
|
Enrique Foster Sur 20, 18th Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
Andrónico Luksic Lederer
|
|
Principal Occupation:
|
Vice Chairman of Inversiones Consolidadas
Limitada; Corporate Manager, International
Development, Antofagasta Minerals S.A.; Director
of Quiñenco
|
|
|
Business Address:
|
Apoquindo 4001, 21st Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
3.
|
Name:
|
Maximiliano Luksic Lederer
|
|
Principal Occupation:
|
CEO 13 Television channel
|
|
|
Business Address:
|
Ines Matte Urrejola 0848
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
4.
|
Name:
|
Alessandro Bizzarri Carvallo
|
|
Principal Occupation:
|
Lawyer, Partner of Carvallo, Bizzarri & García
|
|
|
Business Address:
|
Av. Nueva Costanera 4229, of. 206
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
|
5.
|
Name:
|
Ignacio Barría Saint- Jean
|
|
Principal Occupation:
|
CEO Arizona Investments
|
|
|
Business Address:
|
Enrique Foster Sur 20, 18th Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean
|
|
General Manager:
|
||
|
1.
|
Name:
|
Rodrigo Swett Brown
|
|
Principal Occupation:
|
General Manager of Inversiones Consolidadas Limitada
|
|
|
Business Address:
|
Enrique Foster Sur 20, 18th Floor
Santiago, Chile
|
|
|
Citizenship:
|
Chilean | |
A-13-1
Schedule A-14
Directors and General Manager of Inversiones Salta S.pA .
|
Directors:
|
||
|
1.
|
Name:
|
Maximiliano Luksic Lederer
|
|
Principal Occupation:
|
CEO 13 Television channel
|
|
|
Business Address:
|
Ines Matte Urrejola 0848
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
Andrónico Luksic Lederer
|
|
Principal Occupation:
|
Vice Chairman of Inversiones Consolidadas
Limitada; Corporate Manager, International
Development, Antofagasta Minerals S.A.; Director
of Quiñenco
|
|
|
Business Address:
|
Apoquindo 4001, 21st Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
3.
|
Name:
|
José Miguel Infante Lira
|
|
Principal Occupation:
|
Lawyer, Partner of Infante, Valenzuela, Molina &
Cía
|
|
|
Business Address:
|
Av. Apoquindo 3885, 6th Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
4.
|
Name:
|
Gonzalo Valenzuela Silva
|
|
Principal Occupation:
|
Lawyer, Partner of Infante, Valenzuela, Molina &
Cía
|
|
|
Business Address:
|
Av. Apoquindo 3885, 6th Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
5.
|
Name:
|
Alessandro Bizzarri Carvallo
|
|
Principal Occupation:
|
Lawyer, Partner of Carvallo, Bizzarri & García
|
|
|
Business Address:
|
Av. Nueva Costanera 4229, of. 206
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
General Manager:
|
||
|
1.
|
Name:
|
Rodrigo Terré Fontbona
|
|
Principal Occupation:
|
Chairman of Inversiones Consolidadas Limitada,
Director of various companies
|
|
|
Business Address:
|
Enrique Foster Sur 20, 18th Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
A-14-1
Schedule A-15
Authorized Signatories of Inversiones Río Claro Ltda.
|
1.
|
Name:
|
Nicolás Luksic Puga
|
|
Principal Occupation:
|
Chief Executive Officer of Ionix S.A., Director of
Quiñenco, Director of various companies
|
|
|
Business Address:
|
Enrique Foster Sur 20, 21th Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
Mara Luksic Prieto
|
|
Principal Occupation:
|
Student
|
|
|
Business Address:
|
Enrique Foster Sur 20, 21th Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
3.
|
Name:
|
Eugenio Claro Grez
|
|
Principal Occupation:
|
Board Member MCC
|
|
|
Business Address:
|
El Bosque Norte 0177, 13th Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
4.
|
Name:
|
Antonia Luksic Puga
|
|
Principal Occupation:
|
Industrial Designer and Entrepreneur
|
|
|
Business Address:
|
Enrique Foster Sur 20, 21st Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
5.
|
Name:
|
Alessandro Bizzarri Carvallo
|
|
Principal Occupation:
|
Lawyer, Partner of Carvallo, Bizzarri & García
|
|
|
Business Address:
|
Avenida Nueva Costanera 4229, of. 206
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
6.
|
Name:
|
Davor Domitrovic Grubisic
|
|
Principal Occupation:
|
Chief Attorney of Quiñenco
|
|
|
Business Address:
|
Enrique Foster Sur 20, 15th Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
7.
|
Name:
|
Gloria Vergara Figueroa
|
|
Principal Occupation:
|
Chief Executive Officer
|
|
|
Business Address:
|
Enrique Foster Sur 20, 21st Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
A-15-1
Schedule A-16
Directors and General Manager of Inversiones Orengo S.A.
|
Directors:
|
||
|
1.
|
Name:
|
María Paola Luksic Fontbona
|
|
Principal Occupation:
|
Entrepreneur
|
|
|
Business Address:
|
Apoquindo 4001, 14th Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
Andrónico Luksic Lederer
|
|
Principal Occupation:
|
Vice Chairman of Inversiones Consolidadas
Limitada; Corporate Manager, International
Development, Antofagasta Minerals S.A.; Director
of Quiñenco
|
|
|
Business Address:
|
Apoquindo 4001, 21st Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
3.
|
Name:
|
Maximiliano Luksic Lederer
|
|
Principal Occupation:
|
CEO 13 Television channel
|
|
|
Business Address:
|
Ines Matte Urrejola 0848
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
4.
|
Name:
|
José Miguel Infante Lira
|
|
Principal Occupation:
|
Lawyer, Partner of Infante, Valenzuela, Molina
Abogados
|
|
|
Business Address:
|
Av. Apoquindo 3885, 6th Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
5.
|
Name:
|
Lukas Yaksic Rojas
|
|
Principal Occupation:
|
Business Administrator for the Quiñenco Group
|
|
|
Business Address:
|
Apoquindo 4001, 14th Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
General Manager:
|
||
|
1.
|
Name:
|
Lukas Yaksic Rojas
|
|
Principal Occupation:
|
Business Administrator for the Quiñenco Group
|
|
|
Business Address:
|
Apoquindo 4001, 14th Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
A-16-1
Schedule A-17
Authorized Signatories of Inversiones Alaska Limitada
|
1.
|
Name:
|
Rodrigo Terré Fontbona
|
|
Principal Occupation:
|
Chairman of Inversiones Consolidadas Limitada,
Director of various companies
|
|
|
Business Address:
|
Enrique Foster Sur 20, 18th Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
2.
|
Name:
|
Alessandro Bizzarri Carvallo
|
|
Principal Occupation:
|
Lawyer, Partner of Carvallo, Bizzarri & García
|
|
|
Business Address:
|
Av. Nueva Costanera 4229, of. 206
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
|
|
3.
|
Name:
|
Rodrigo Swett Brown
|
|
Principal Occupation:
|
General Manager of Inversiones Consolidadas Limitada
|
|
|
Business Address:
|
Enrique Foster Sur 20, 18th Floor
|
|
|
Santiago, Chile
|
||
|
Citizenship:
|
Chilean
|
A-17-1
Schedule A-18
Members of the Foundation Council of the Emian Foundation
|
1.
|
Name:
|
Dr. Thomas Friedrich Müller
|
|
Principal Occupation:
|
Lawyer
|
|
|
Business Address:
|
Osterreich, 9497 Triesenberg , Liechtenstein
|
|
|
Citizenship:
|
Austrian
|
|
|
2.
|
Name:
|
Juricon Treuhand Anstalt
|
|
Principal Occupation:
|
Licensed trust company in Liechtenstein
|
|
|
Business Address:
|
Landstrasse 39
|
|
|
9490 Vaduz, Liechtenstein
|
A-18-1
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 1, 2021
|
|||
|
INVERSIONES Y RENTAS S.A.
|
|||
|
INVERSIONES IRSA LIMITADA
|
|||
|
By:
|
/s/ Alessandro Bizzarri Carvallo
|
||
|
Name:
|
Alessandro Bizzarri Carvallo
|
|
|
Title:
|
Attorney-in-fact
|
|
|
By:
|
/s/ Francisco Pérez Mackenna
|
|
Name:
|
Francisco Pérez Mackenna
|
|
|
Title:
|
Attorney-in-fact
|
|
|
QUIÑENCO S.A.
|
|||
|
By:
|
/s/ Francisco Pérez Mackenna
|
||
|
Name:
|
Francisco Pérez Mackenna
|
|
|
Title:
|
Chief Executive Officer
|
|
|
LUKSBURG FOUNDATION
|
|||
|
By:
|
/s/ Andrónico Luksic Craig
|
||
|
Name:
|
Andrónico Luksic Craig
|
|
|
Title:
|
Member of Foundation counsel
|
|
|
By:
|
/s/ Jean-Paul Luksic Fontbona
|
|
Name:
|
Jean-Paul Luksic Fontbona
|
|
|
Title:
|
Member of Foundation counsel
|
|
INVERSIONES ORENGO S.A.
|
|||
|
By:
|
/s/ Andrónico Luksic Craig
|
||
|
Name:
|
Andrónico Luksic Craig
|
|
|
Title:
|
Attorney-in-fact
|
|
|
By:
|
/s/ Jean-Paul Luksic Fontbona
|
|
Name:
|
Jean-Paul Luksic Fontbona
|
|
|
Title:
|
Attorney-in-fact
|
|
|
DOLBERG FINANCE CORPORATION ESTABLISHMENT
|
|||
|
LANZVILLE INVESTMENTS ESTABLISHMENT
|
|||
|
RUANA COPPER CORPORATION ESTABLISHMENT
|
|||
|
ANDSBERG LTDA.
|
|||
|
ANDSBERG INVERSIONES LTD.
|
|||
|
By:
|
/s/ Gonzalo Molina Ariztía
|
||
|
Name:
|
Gonzalo Molina Ariztía
|
|
|
Title:
|
Attorney-in-fact
|
|
|
ANDSBERG INVERSIONES SpA.
|
|||
|
By:
|
/s/ Andronico Luksic Lederer
|
||
|
Name:
|
Andronico Luksic Lederer
|
|
|
Title:
|
Authorized signatory
|
|
|
By:
|
/s/ Maximiliano Luksic Lederer
|
|
Name:
|
Maximiliano Luksic Lederer
|
|
|
Title:
|
Authorized signatory
|
|
|
HEINEKEN N.V.
|
|||
|
By:
|
/s/ Ernst Willem Arnold van de Weert
|
||
|
Name:
|
Ernst Willem Arnold van de Weert
|
|
|
Title:
|
Attorney-in-fact
|
|
|
By:
|
/s/ Guido de Boer
|
|
Name:
|
Guido de Boer
|
|
|
Title:
|
Attorney-in-fact
|
|
ANDRÓNICO LUKSIC CRAIG
|
|||
|
ANDRÓNICO LUKSIC LEDERER
|
|||
|
DAVOR LUKSIC LEDERER
|
|||
|
MAXIMILIANO LUKSIC LEDERER
|
|||
|
DAX LUKSIC LEDERER
|
|||
|
INVERSIONES ALASKA LTDA.
|
|||
|
FERNANDA LUKSIC LEDERER
|
|||
|
By:
|
/s/ Rodrigo Terré Fontbona
|
||
|
Name:
|
Rodrigo Terré Fontbona
|
|
|
Title:
|
Attorney-in-fact
|
|
|
INVERSIONES CONSOLIDADAS LTDA.
|
|||
|
By:
|
/s/ Rodrigo Swett Brown
|
||
|
Name:
|
Rodrigo Swett Brown
|
|
|
Title:
|
Chief Executive Officer
|
|
|
INVERSIONES SALTA S.p.A.
|
|||
|
By:
|
/s/ Rodrigo Terré Fontbona
|
||
|
Name:
|
Rodrigo Terré Fontbona
|
|
|
Title:
|
Chief Executive Officer
|
|
|
EMIAN FOUNDATION
|
|||
|
NICOLÁS LUKSIC PUGA
|
|||
|
ANTONIA LUKSIC PUGA
|
|||
|
ISIDORA LUKSIC PRIETO
|
|||
|
MARA LUKSIC PRIETO
|
|||
|
ELISA LUKSIC PRIETO
|
|||
|
By:
|
/s/ Gloria Vergara
|
||
|
Name:
|
Gloria Vergara
|
|
|
Title:
|
Attorney-in-fact
|
|
INMOBILIARIA E INVERSIONES RÍO CLARO S.A.
|
|||
|
INVERSIONES RÍO CLARO LTDA.
|
|||
|
By:
|
/s/ Gloria Vergara
|
||
|
Name:
|
Gloria Vergara
|
|
|
Title:
|
Chief Executive Officer
|
EXHIBIT INDEX
|
Exhibit
|
Description
|
|
1
|
Joint Filing Agreements, together with Powers of Attorney from each of Luksburg Foundation, Dolberg Finance Corporation Establishment, Lanzville Investments Establishment, Ruana
Copper Corporation Establishment, Andsberg Ltd., Andsberg Inv. Ltd., Andsberg Inversiones SpA., Nicolas Luksic Puga, Andronico Luksic Craig, Inmobiliaria e Inversiones Rio Claro S.A.,
Inversiones Salta S.p.A., Inversiones Consolidadas Limitada, Andronico Luksic Lederer, Davor Luksic Lederer, Maximiliano Luksic Lederer, Dax Luksic Lederer and LQ Inversiones Financieras
S.A.*
|
|
2
|
Amended Shareholder's Agreement dated January 13, 2003 between Quiñenco and Heineken Chile.*
|
|
6
|
Joint Filing Agreements for each of Inversiones y Rentas S.A., Inversiones IRSA Limitada, Inmobiliaria e Inversiones Río Claro S.A., Inversiones Río Claro Ltda., Inversiones Orengo
S.A., Inversiones Alaska Ltda., Nicolás Luksic Puga, Antonia Luksic Puga, Isidora Luksic Prieto, Mara Luksic Prieto, Elisa Luksic Prieto and Fernanda Luksic Lederer; and
Powers of Attorney for each of Inversiones y Rentas S.A., Inversiones IRSA Limitada, Inmobiliaria e Inversiones Río Claro S.A., Inversiones Río Claro Ltda., Inversiones Orengo S.A.,
Inversiones Alaska Ltda., Nicolás Luksic Puga, Antonia Luksic Puga, Isidora Luksic Prieto, Mara Luksic Prieto, Elisa Luksic Prieto and Fernanda Luksic Lederer.*
|
|
7
|
Loan Agreement, dated July 25, 2013, between Inversiones y Rentas S.A. and Banco del Estado de Chile.*
|
|
8
|
Credit Line Agreement, dated August 6, 2013, between Inversiones y Rentas S.A. and Banco de Crédito e Inversiones.*
|
|
9
|
Joint Filing Agreements for each of Quiñenco S.A., Heineken N.V., and the Emian Foundation; and
Powers of Attorney for Heineken N.V., the Emian Foundation, Nicolás Luksic Puga, Antonia Luksic Puga, Isidora Luksic Prieto, Mara Luksic Prieto, Elisa Luksic Prieto, Lanzville
Investments Establishment, Dolberg Finance Corporation Establishment, Ruana Copper Corporation Establishment, Andsberg Limited, and Andsberg Inversiones Limited.
|
|
Credit Facility Agreement, dated February 5, 2021, between Inversiones y Rentas S.A. and Scotiabank Chile.
|
* Exhibit previously filed
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned (each being one of the “Reporting Persons”)
hereby agree to the joint filing of a Statement on Schedule 13D and any and all amendments thereto with respect to the common stock without nominal (par) value of Compañía Cervecerías
Unidas S.A., and further agree that this Joint Filing Agreement be included as an exhibit thereto.
Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning each of the items contained therein, but none of the
Reporting Persons is responsible for the completeness or accuracy of the information concerning any other Reporting Person.
|
Date: March 1, 2021
|
|||
|
QUIÑENCO S.A.
|
|||
|
By:
|
/s/ Francisco Pérez Mackenna
|
||
|
Name:
|
Francisco Pérez Mackenna
|
|
|
Title:
|
Chief Executive Officer
|
|
|
EMIAN FOUNDATION
|
|||
|
By:
|
/s/ Gloria Vergara
|
||
|
Name:
|
Gloria Vergara
|
|
|
Title:
|
Attorney-in-fact
|
|
|
HEINEKEN N.V.
|
|||
|
By:
|
/s/ Ernst Willem Arnold van de Weert
|
||
|
Name:
|
Ernst Willem Arnold van de Weert
|
|
|
Title:
|
Attorney-in-fact
|
|
|
By:
|
/s/ Guido de Boer
|
|
Name:
|
Guido de Boer
|
|
|
Title:
|
Attorney-in-fact
|
Power Of Attorney
The undersigned, Heineken N.V., a corporation organized under the laws of The Netherlands, whose address is Tweede Weteringplantsoen 21, 1017 ZD Amsterdam,
Netherlands, does hereby appoint Ernst Willem Arnold van de Weert, whose address is Tweede Weteringplantsoen 21, 1017 ZD Amsterdam, Netherlands,
and Guido de Boer, whose address is Tweede Weteringplantsoen 21, 1017 ZD Amsterdam, Netherlands, as its attorneys-in-fact, for it and its name, to execute
and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange
Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compañía Cervecerías
Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as it could do if
personally present.
|
Signed as of the 26th day of February, 2021.
|
|||
|
HEINEKEN N.V.
|
|||
|
By:
|
/s/ Rudolf Gijsbert Servaas van den Brink
|
||
|
Name:
|
Rudolf Gijsbert Servaas van den Brink
|
|
|
Title:
|
Executive Board
|
|
|
By:
|
/s/ Laurence Marie Debroux
|
|
Name:
|
Laurence Marie Debroux
|
|
|
Title:
|
Executive Board
|
|
|
WITNESS:
|
|||
|
/s/ Maria Anna Catherina Besseling
|
|||
|
Name:
|
Maria Anna Catherina Besseling
|
Power Of Attorney
The undersigned, the Emian Foundation, a foundation whose address is Landstrasse 39, 9490 Vaduz, Liechtenstein, does hereby appoint Gloria Vergara Figueroa, whose address is Enrique Foster
Sur 20, Floor 21, Las Condes, Santiago, Chile, as its attorney-in-fact, for it and its name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities
Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any agreement to file
Schedule 13D jointly with any other reporting person in respect of the shares of Compañía Cervecerías Unidas S.A. common stock, owned by the undersigned and generally to take such other actions
and such other things necessary to effectuate the foregoing as fully in all respects as it could do if personally present.
|
Signed as of the 19th day of February, 2021.
|
|||
|
EMIAN FOUNDATION
|
|||
|
By:
|
/s/ Thomas Müller
|
||
|
Name:
|
Dr. Thomas Müller
|
|
|
Title:
|
Member of the Foundation Council
|
|
|
By:
|
/s/ Juricon Treuhand Anstalt
|
|
Name:
|
Juricon Treuhand Anstalt
|
|
|
Title:
|
Member of the Foundation Council
|
|
|
WITNESS:
|
|||
|
/s/ Silke Müller
|
|||
|
Name:
|
Silke Müller
|
Power Of Attorney
The undersigned, Nicolás Luksic Puga, an individual whose address is Enrique Foster Sur 20, Floor 21, Santiago, Chile, does hereby appoint Gloria Vergara Figueroa, whose address is Enrique
Foster Sur 20, Floor 21, Santiago, Chile, as his attorney-in-fact, for his and his name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange
Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D (“Schedule 13D”) any amendments thereto, and any agreement to file Schedule
13D jointly with any other reporting person in respect of the shares of Compañía Cervecerías Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such
other things necessary to effectuate the foregoing as fully in all respects as he could do if personally present.
|
Signed as of the 18th day of February, 2021.
|
|||
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By:
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/s/ Nicolás Luksic Puga
|
||
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Name:
|
Nicolás Luksic Puga
|
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WITNESS:
|
|||
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/s/ Gigliola Cella Garrido
|
|||
|
Name:
|
Gigliola Cella Garrido
|
Power Of Attorney
The undersigned, Antonia Luksic Puga, an individual whose address is Enrique Foster Sur 20, Floor 21, Santiago, Chile, does hereby appoint Gloria Vergara Figueroa, whose address is Enrique
Foster Sur 20, Floor 21, Santiago, Chile, as his attorney-in-fact, for his and his name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange
Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D (“Schedule 13D”) any amendments thereto, and any agreement to file Schedule
13D jointly with any other reporting person in respect of the shares of Compañía Cervecerías Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such
other things necessary to effectuate the foregoing as fully in all respects as he could do if personally present.
|
Signed as of the 18th day of February, 2021.
|
|||
|
By:
|
/s/ Antonia Luksic Puga
|
||
|
Name:
|
Antonia Luksic Puga
|
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WITNESS:
|
|||
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/s/ Gigliola Cella Garrido
|
|||
|
Name:
|
Gigliola Cella Garrido
|
Power Of Attorney
The undersigned, Isidora Luksic Prieto, an individual whose address is Enrique Foster Sur 20, Floor 21, Santiago, Chile, does hereby appoint Gloria Vergara Figueroa, whose address is Enrique
Foster Sur 20, Floor 21, Santiago, Chile, as his attorney-in-fact, for his and his name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange
Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D (“Schedule 13D”) any amendments thereto, and any agreement to file Schedule
13D jointly with any other reporting person in respect of the shares of Compañía Cervecerías Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such
other things necessary to effectuate the foregoing as fully in all respects as he could do if personally present.
|
Signed as of the 18th day of February, 2021.
|
|||
|
By:
|
/s/ Isidora Luksic Prieto
|
||
|
Name:
|
Isidora Luksic Prieto
|
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WITNESS:
|
|||
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/s/ Gigliola Cella Garrido
|
|||
|
Name:
|
Gigliola Cella Garrido
|
Power Of Attorney
The undersigned, Mara Luksic Prieto, an individual whose address is Enrique Foster Sur 20, Floor 21, Santiago, Chile, does hereby appoint Gloria Vergara Figueroa, whose address is Enrique
Foster Sur 20, Floor 21, Santiago, Chile, as his attorney-in-fact, for his and his name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange
Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D (“Schedule 13D”) any amendments thereto, and any agreement to file Schedule
13D jointly with any other reporting person in respect of the shares of Compañía Cervecerías Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such
other things necessary to effectuate the foregoing as fully in all respects as he could do if personally present.
|
Signed as of the 18th day of February, 2021.
|
|||
|
By:
|
/s/ Mara Luksic Prieto
|
||
|
Name:
|
Mara Luksic Prieto
|
|
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WITNESS:
|
|||
|
/s/ Gigliola Cella Garrido
|
|||
|
Name:
|
Gigliola Cella Garrido
|
Power Of Attorney
The undersigned, Elisa Luksic Prieto, an individual whose address is Enrique Foster Sur 20, Floor 21, Santiago, Chile, does hereby appoint Gloria Vergara Figueroa, whose address is Enrique
Foster Sur 20, Floor 21, Santiago, Chile, as his attorney-in-fact, for his and his name, to execute and cause to be filed or delivered, as required by Section 13(d) of the Securities Exchange
Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D (“Schedule 13D”) any amendments thereto, and any agreement to file Schedule
13D jointly with any other reporting person in respect of the shares of Compañía Cervecerías Unidas S.A. common stock, owned by the undersigned and generally to take such other actions and such
other things necessary to effectuate the foregoing as fully in all respects as he could do if personally present.
|
Signed as of the 18th day of February, 2021.
|
|||
|
By:
|
/s/ Elisa Luksic Prieto
|
||
|
Name:
|
Elisa Luksic Prieto
|
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WITNESS:
|
|||
|
/s/ Gigliola Cella Garrido
|
|||
|
Name:
|
Gigliola Cella Garrido
|
Power Of Attorney
The undersigned, the Lanzville Investments Establishment, a corporation whose address is Heiligkreuz 6, 9490 Vaduz, Liechtenstein, does hereby appoint Gonzalo
Molina Ariztía, whose address is Apoquindo 3885, 6 floor, Las Condes, Santiago, Chile, as its attorney-in-fact, for it and its name, to execute and cause to be filed or delivered, as required by
Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments
thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compañía Cervecerías Unidas S.A. common stock, owned by the undersigned and
generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as it could do if personally present.
|
Signed as of the 25th day of February, 2021.
|
|||
|
LANZVILLE INVESTMENTS ESTABLISHMENT
|
|||
|
By:
|
/s/ Davor Luksic Lederer
|
||
|
Name:
|
Davor Luksic Lederer
|
|
|
Title:
|
Director
|
|
|
By:
|
PERCURO Trust Establishment
|
|
Title:
|
Director
|
|
By:
|
/s/ Dr. Daniel Damjanovic
|
|
Name:
|
Dr. Daniel Damjanovic
|
|
|
Title:
|
Director of PERCURO Trust Establishment
|
|
|
WITNESS:
|
|||
|
/s/ Jaqueline Gratzer
|
|||
|
Name:
|
Jaqueline Gratzer
|
Power Of Attorney
The undersigned, the Dolberg Finance Corporation Establishment, a corporation whose address is Heiligkreuz 6, 9490 Vaduz, Liechtenstein, does hereby appoint
Gonzalo Molina Ariztía, whose address is Apoquindo 3885, 6 floor, Las Condes, Santiago, Chile, as its attorney-in-fact, for it and its name, to execute and cause to be filed or delivered, as
required by Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any
amendments thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compañía Cervecerías Unidas S.A. common stock, owned by the
undersigned and generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as it could do if personally present.
|
Signed as of the 25th day of February, 2021.
|
|||
|
DOLBERG FINANCE CORPORATION ESTABLISHMENT
|
|||
|
By:
|
/s/ Davor Luksic Lederer
|
||
|
Name:
|
Davor Luksic Lederer
|
|
|
Title:
|
Director
|
|
By:
|
PERCURO Trust Establishment
|
|
Title:
|
Director
|
|
By:
|
/s/ Dr. Daniel Damjanovic
|
|
Name:
|
Dr. Daniel Damjanovic
|
|
|
Title:
|
Director of PERCURO Trust Establishment
|
|
|
WITNESS:
|
|||
|
/s/ Jaqueline Gratzer
|
|||
|
Name:
|
Jaqueline Gratzer
|
Power Of Attorney
The undersigned, the Ruana Copper Corporation Establishment, a corporation whose address is Heiligkreuz 6, 9490 Vaduz, Liechtenstein, does hereby appoint Gonzalo
Molina Ariztía, whose address is Apoquindo 3885, 6 floor, Las Condes, Santiago, Chile, as its attorney-in-fact, for it and its name, to execute and cause to be filed or delivered, as required by
Section 13(d) of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments
thereto, and any agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compañía Cervecerías Unidas S.A. common stock, owned by the undersigned and
generally to take such other actions and such other things necessary to effectuate the foregoing as fully in all respects as it could do if personally present.
|
Signed as of the 25th day of February, 2021.
|
|||
|
RUANA COPPER CORPORATION ESTABLISHMENT
|
|||
|
By:
|
/s/ Davor Luksic Lederer
|
||
|
Name:
|
Davor Luksic Lederer
|
|
|
Title:
|
Director
|
|
|
By:
|
PERCURO Trust Establishment
|
|
Title:
|
Director
|
|
By:
|
/s/ Dr. Daniel Damjanovic
|
|
Name:
|
Dr. Daniel Damjanovic
|
|
|
Title:
|
Director of PERCURO Trust Establishment
|
|
|
WITNESS:
|
|||
|
/s/ Jaqueline Gratzer
|
|||
|
Name:
|
Jaqueline Gratzer
|
Power Of Attorney
The undersigned, the Andsberg Limited, a corporation whose address is IFC 5, St. Helier, JE1 1 ST, Jersey does hereby appoint Gonzalo Molina Ariztía, whose
address is Apoquindo 3885, 6 floor, Las Condes, Santiago, Chile, as its attorney-in-fact, for it and its name, to execute and cause to be filed or delivered, as required by Section 13(d) of the
Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any
agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compañía Cervecerías Unidas S.A. common stock, owned by the undersigned and generally to take
such other actions and such other things necessary to effectuate the foregoing as fully in all respects as it could do if personally present.
|
Signed as of the 25th day of February, 2021.
|
|||
|
ANDSBERG LIMITED
|
|||
|
By:
|
/s/ Davor Luksic Lederer
|
||
|
Name:
|
Davor Luksic Lederer
|
|
|
Title:
|
Director
|
|
|
By:
|
/s/ Johannes Michael Burger
|
|
Name:
|
Dr. Johannes Michael Burger
|
|
|
Title:
|
Director
|
|
|
WITNESS:
|
|
|
/s/ Jaqueline Gratzer
|
|
Name:
|
Jaqueline Gratzer
|
Power Of Attorney
The undersigned, the Andsberg Inversiones Limited, a corporation whose address is IFC 5, St. Helier, JE1 1 ST, Jersey does hereby appoint Gonzalo Molina Ariztía,
whose address is Apoquindo 3885, 6 floor, Las Condes, Santiago, Chile, as its attorney-in-fact, for it and its name, to execute and cause to be filed or delivered, as required by Section 13(d)
of the Securities Exchange Act of 1934, any number, as appropriate, of original and copies of the Securities and Exchange Commission Schedule 13D ("Schedule 13D") any amendments thereto, and any
agreement to file Schedule 13D jointly with any other reporting person in respect of the shares of Compañía Cervecerías Unidas S.A. common stock, owned by the undersigned and generally to take
such other actions and such other things necessary to effectuate the foregoing as fully in all respects as it could do if personally present.
|
Signed as of the 25th day of February, 2021.
|
|||
|
ANDSBERG INVERSIONES LIMITED
|
|||
|
By:
|
/s/ Davor Luksic Lederer
|
||
|
Name:
|
Davor Luksic Lederer
|
|
|
Title:
|
Director
|
|
|
By:
|
/s/ Johannes Michael Burger
|
|
Name:
|
Dr. Johannes Michael Burger
|
|
|
Title:
|
Director
|
|
|
WITNESS:
|
|||
|
/s/ Jaqueline Gratzer
|
|||
|
Name:
|
Jaqueline Gratzer
|
Exhibit 10
FILE No. 1,327-2021
CREDIT FACILITY AGREEMENT
SCOTIABANK CHILE
AND
INVERSIONES Y RENTAS S.A.
In the City of Santiago de Chile, on February 5, 2021, before me, PATRICIO RABY BENAVENTE, lawyer, Notary Public, chief of the fifth
Notary office of Santiago, domiciliated in Gertrudis Echeñique 30, office 32, Las Condes, Santiago, there appeared: One.-) Mr. SEBASTIÁN
CARVAJAL BOU, Chilean, married, commercial engineer, national identity card number 9,354,957-0, and Mr. ROBERTO OSORIO LOPEZ, Chilean, single, commercial
engineer, identity card number 10,130,661-5, both of them acting on behalf, as shall be hereinafter evidenced, of SCOTIABANK CHILE, a banking corporation incorporate and existing according to the laws of the
Republic of Chile, Tax ID 97,018,000-1, all of them domiciled for the purposes hereof at Avenida Costanera Sur No.2710, Tower A, in the borough of Las Condes, in Santiago, Metropolitan Region, hereinafter also and indistinctly referred to as the “Bank” or the “Creditor”; Two.- Mr. Rodrigo Hinzpeter Kirberg, Chilean, divorced, lawyer,
national identity card number 7,016,591-0 and Mr. Alessandro Bizzarri Carvallo, Chilean, married, lawyer, national identity card number 7,012,089-5, both of them acting
on behalf, as it shall be hereinafter evidenced, of INVERSIONES Y RENTAS S.A., a stock corporation (sociedad anónima) duly incorporated and validly existing in
accordance with the laws of the Republic of Chile, Tax ID number 96,427,000-7, all of them domiciled for purposes hereof, at Enrique Foster Sur No. 20 14th floor, in the borough of Las Condes, in Santiago, Metropolitan Region, hereinafter
also referred to as the “Debtor”; the appearing parties, who are of age, and evidence their identities by the identity cards referred to above, state as follows:
FIRST: Credit Facility Agreement. The Bank hereby agrees with the Debtor, and the Debtor
accepts, to enter into this credit facility agreement in accordance with the terms and conditions agreed upon below, hereinafter also and indistinctly referred to as the “Credit Facility
Agreement” or the “Agreement”, which shall govern the loan to be granted by Scotiabank Chile to the Debtor according to this instrument.
SECOND: A.- Credit Facility Amount. The Bank hereby agrees to grant financing to the Debtor
up to the maximum principal amount of 5,200,000 Unidades de Fomento, hereinafter also and indistinctly referred to as the “Credit”. The Credit shall be disbursed on a
one-time basis, hereinafter referred to as the “Loan”, as requested by the Debtor in writing to the Bank by means of a notice delivered to the latter at the registered office thereof no later than one (1) Bank
Business Day in advance to the date on which the Loan is to be disbursed, hereinafter also referred to as the “Disbursement Request”, in accordance with the terms and conditions established herein and up to the
maximum
1
amount indicated above. The Disbursement Request to be submitted by the Debtor to the Bank shall be issued according to the text of the document attached hereto as Annex A,
which after being duly signed by the parties is registered on the date hereof before the authorizing Notary under number 95-2021 and which is made part of this Agreement for any legal and contractual purposes that may arise. The Disbursement Request
shall be irrevocable. The Loan to be granted by the Bank to the Debtor under this Agreements shall be disbursed in pesos, currency of legal tender in Chile. The disbursement to be made by the Bank under this Agreement shall be deposited in the
checking account to be indicated by the Debtor, no later than at 01:01 p.m. of the day in which the Loan is to be disbursed. The Credit Facility Agreement shall be non-revolving; consequently, any repayments or prepayments to be made by the Debtor
under the Loan shall not entitle the Debtor to apply for new disbursements. Any references made herein to “Bank Business Days” or “Bank Business
Day” shall mean bank business days in the Republic of Chile. B. Purpose. The purpose of the Loan granted under the Credit shall be the one set forth in a
private document signed by the Parties on the same date hereof, hereinafter referred to as the Use of Proceeds.
THIRD: Expiration of the Obligation to Disburse the Loan. The Bank’s obligation to disburse
the Loan in accordance with the terms and conditions set forth herein shall expire and become ineffective on June 30, 2021, hereinafter also referred to as the “Expiration Date”
and, consequently, the Bank shall not be obliged to make any other disbursement as from such date.
FOURTH: Term, Form and Place of Payment. A.- Repayment of Principal: The principal owed under the Loan to be granted by the Bank in accordance with this Agreement shall be repaid by the Debtor in five annual and successive installments for the amounts and on the dates to be indicated
below: Installment number 1 for an amount equivalent to 14.28% of the Loan expressed in Unidades de Fomento maturing on May 31, 2024; installment number 2 for an amount equivalent to 14.28% of the Loan
expressed in Unidades de Fomento maturing on May 30, 2025; installment number 3 for an amount equivalent to 14.28% of the Loan stated in Unidades de Fomento maturing on May 29, 2026; installment number 4 for an amount equivalent to 14.28% of the Loan expressed in Unidades de Fomento maturing on May 31, 2027; installment
number 5 for an amount equivalent to 42.88% of the Loan expressed in Unidades de Fomento maturing on May 31, 2028, hereinafter also referred to as the “Maturity Date”. B.- Form and Place of Payment. All the payments under this Agreement are to be made in pesos, national currency of legal tender. All payments that the Debtor must make or makes in accordance with the terms of this Agreement or any other instrument that is subscribed or executed pursuant to it, shall be made in
immediately available funds, without any further requirement, before 12:01 p.m. on the relevant payment date, at the Bank’s offices located at Avenida Costanera Sur 2710, Tower A, in the borough of Las Condes, in the city of Santiago. Payment may
also be made by remote means, by wire transfer to the Bank’s zero account, or to the account notified in writing by the Bank at least 5 Bank Business Days prior to the respective payment date, for which purpose the Bank shall provide the Debtor all
the information necessary to make said payment by remote means. If the date established for the payment of principal and/or interest is not a Bank Business Day, the
2
payment shall be extended until the immediately following Bank Business Day, and the respective payment shall also include any interest accrued during such extension at the same interest rate set forth below, in which
case the interest accrued during the aforementioned extension shall be discounted from the interest accrued in the following period. C.- Payment Currency: The principal amount expressed in Unidades de Fomento shall be repaid in its equivalent amount in pesos on the date of payment, according to the official value that such Unidad de Fomento represents as of
that date. For these purposes, Unidad de Fomento shall be understood as the unit defined in chapter II.B. three of the Compendium of Financial Regulations of the
Central Bank of Chile. The obligations must be paid on the maturity dates, in their equivalent amount in pesos, at the value of the Unidad de Fomento published by the
Central Bank of Chile in the Official Gazette, on the actual payment date or the maturity date if the payment is made after the expiration thereof. The parties agree that if, for any reason, the Unidad de Fomento or its current calculation method ceases to exist, all obligations expressed in Unidades de Fomento under this Agreement shall continue to be governed by
the regulations relating to the Unidad de Fomento in force as of that date, unless in such case the parties agree to replace such regulations
with a new system for the readjustment of the transactions of the Chilean Banks, that has been duly approved by the Central Bank of Chile.
FIFTH: Interest. A.- Interest Rate. The principal amount owed under the Loan granted under this Agreement shall accrue an annual interest rate of 0.85% from the date of disbursement until the Maturity Date. B.- Interest Payment. Interest shall be paid in
eight installments due on the following dates: installment number 1, due on May 31, 2021; installment number 2, due on May 31, 2022; installment number 3, due on May 31, 2023; installment number 4, due on May 31, 2024; installment number 5, due on
May 30, 2025; installment number 6, due on May 29, 2026; installment number 7, due on May 31, 2027; and installment number 8, due on May 31, 2028. Any interest not paid on the respective maturity dates shall be capitalized in accordance with the
relevant legal rules. Interest accrued at the rate indicated in paragraph /A/ above shall be paid by the Debtor in immediately available funds, without any request or demand whatsoever, no later than at 01:00 p.m. of each of the interest maturity
dates indicated above. C.- Default Interest. In case of default or simple delay in the payment of the principal of the Loans and/or any interest thereon, the Bank, after giving notice thereof to the Debtor,
may capitalize the interest in accordance with Article 9 of Law Number 18,010, and such amounts shall then accrue a default interest equal to the maximum conventional interest rate allowed to be stipulated for transactions in adjustable national
currency applicable to this Credit, in force on the day of the default or simple delay, to be applied from the default or simple delay until the date of actual payment, without prejudice to any other rights to which the Bank is entitled in accordance
with the law.
SIXTH: Prepayments. The Debtor shall be entitled to prepay, free of charge, in any date until the Maturity Date, all or part of the outstanding balance of the Loan as of such date, provided that all of the following conditions are met: a) that the debtor shall have given notice to the Bank at least
ten Bank Business Days in advance. b) that prepayments are not made on a Friday or on the eve of a non-bank business day in Chile. If such were the case, the prepayment shall be made on the following Bank Business Day, including in this case
3
any interest accrued until the actual payment day. In the event of a partial prepayment of the Credit, the Debtor may choose whether to proportionally abate all the remaining principal installments or to reduce the
prepayment amount of the last installment or installments. Should the Debtor make no choice at all, the prepayment amount shall be abated from the last principal installment and, if the prepayment amount is greater than the last principal
installment, the balance shall be abated from the second last installment and so on, if there is any remainder.
SEVENTH: Conditions Precedent to the Loan. The Bank’s obligation to disburse the Loan under this Credit Facility Agreement shall be subject to compliance with all the following conditions precedent, which, as established for the benefit of the Bank, may be waived by the Bank at its sole
discretion: One. - That the Bank shall have received, at least one Bank Business Day in advance to the disbursement date under the Loan, the corresponding Disbursement Request, in the terms and under the
conditions set forth in the second clause hereof, and according to the tenor of the document identified as Annex A referred to in section two hereof; Two. – That on the
disbursement date of the Loan none of the events described in Section Eleven hereof shall have occurred nor continue Three. -That the Debtor, on the Loan disbursement date, is not in default or simple delay in
the fulfillment of its payment obligations to the Bank, irrespective of the nature, cause or origin thereof; Four. - That, prior to, or concurrently with, the Loan disbursement, the Debtor issues a Promissory
Note to the order and satisfaction of the Bank in the form and under the conditions set forth in section Eight below; Five. - That the Debtor provides to the Bank of the corresponding Stamp Tax to be paid in
accordance with the law, in the manner set forth in section Eight below; Six. - That, prior to the disbursement of the Loan and in the relevant Disbursement Request, the Debtor certifies that the
representations and warranties made by the Debtor hereunder remain valid and shall continue to be valid, and that such representations and warranties are correct and true as of the Disbursement Date as if they had been made by the Debtor on that
date; and Seven. -That all fees, commissions and expenses that the Debtor must pay to the Bank hereunder are duly paid on the Loan disbursement date, which may be deducted by the Bank at the moment of the
disbursement of the Loan.
EIGHTH: Credit Documents. For the purposes of evidencing the obligations to repay the amounts
disbursed hereunder plus any interest thereon to the Bank, the Debtor shall issue a promissory note to the Bank’s order, and before a Notary Public, for the total amount of the Loan, hereinafter also referred to as the “Promissory Note”. The parties agree on that Promissory Note shall constitute a “título ejecutivo” (title for execution) in accordance with the provisions set forth in the Chilean Code of Civil
Procedure. Once the entire Loan has been fully repaid, the Bank shall return the Promissory Note, duly canceled, to the Debtor. Moreover, the Debtor shall provide funds to the Bank for the payment of the Stamp Tax levied on the transaction, together
with the issuance of the Promissory Note. For such purpose the Debtor hereby grants an irrevocable power of attorney to the Bank to deduct sufficient funds for the payment of said tax from the Loan, and the Bank hereby accepts such power of attorney.
The Promissory Note shall be issued in accordance with the form attached hereto as Annex B, which duly signed by the parties is notarized on the date hereof, before the authorizing Notary under number 95-2021
and which is made a part
4
thereof to all the legal and contractual effects that may arise. The appearing parties hereby agree and declare that the issuance of the Promissory Note, the fact that it is a “título ejecutivo” (title for execution) and the payment or provision of the respective Stamp Tax levied thereon are an essential condition for the Loan to be granted hereunder,
and that such condition must be fulfilled prior to, or simultaneously with, the disbursement thereof. Once the Promissory Note has been delivered to the Bank and the other conditions set forth above have been met, the Bank shall disburse the Loan.
The issuance and delivery of the Promissory Note shall not be construed as a novation nor shall it limits, reduces or affects in any way, the obligations undertaken by the Debtor to the Bank in accordance herewith.
NINETH: Representations and Warranties. The Debtor hereby represents and warrants to the
Bank that the following asseverations are accurate and true: a) That it is a sociedad anónima (stock corporation) validly incorporated, existing and in good standing,
in accordance with the laws of the Republic of Chile, subject to the legal and statutory standards applicable to such kind of companies. The Debtor also declares that, to the best of its knowledge and belief,
there is no liquidation request, procedure or motion against the Debtor; b) That the Debtor has the powers and authorizations necessary to enter into and comply with this Agreement and issue the Promissory Note and that such powers and authorizations
have been duly and validly granted, and that the Debtor’s obligations arising from this Agreement and the Promissory Note, as appropriate, are and shall be legally valid, mandatory, and enforceable against the Debtor; c) That this Agreement does not
infringe the legislation applicable to the Debtor, nor the agreements currently in force to which it is a party.; d) That the Debtor does not require any governmental or third parties’ authorizations or approvals, for the execution, validity and
enforceability of this Agreement other than those obtained prior to the execution hereof. e) That the Loan documents - both this Agreement and the Promissory Note evidencing the disbursement, are legally valid and binding. f) That, as of the date
hereof, there are no relevant outstanding debts for taxes, labor or social security obligations, nor has any relevant lawsuit been brought against the Debtor, which could compromise the Debtor’s ability to fulfill the obligations assumed hereunder.
g) That, as of the date hereof, there are no pending or threatened, or, in the Debtor’s best knowledge and belief, possible, actions, lawsuits, judicial or administrative proceedings, claims, subpoenas, or similar ones, according to, that may give
rise to a Material Adverse Effect. A “Material Adverse Effect” means, for all purposes of this Agreement, the one that: a) affects the legality, validity and binding nature of this Agreement and the Promissory Note; b) negatively affects the
business, operation, properties, assets and/or financial condition of the Debtor in such a way that it may cause the Debtor not to fulfill its obligations under this Agreement or the Promissory Note; or c) affects the rights and remedies of the Bank
pursuant to this Agreement or the Promissory Note. h) That, as of the date hereof, the Debtor is the main shareholder and direct or indirect controller of Compañía Cervecerías Unidas S.A. For these purposes, the terms “Control” or “Controller” shall
have the meaning assigned to the term “controller” in article 97 of the Securities Market Law No. 18.045. i) That, as of the date hereof, the only shareholders of the Debtor, holding 50% of the capital stock each, are Quiñenco S.A. and Heineken Chile
Limitada, a company controlled by Heineken Americas B.V.
5
TENTH: Obligations. While the payment of any amount owed under this Agreement, the granted Loan and/or the issuance of the
Promissory Note is pending, the Debtor undertakes to faithfully and strictly comply with the following obligations, which the appearing parties mutually agree to consider as of the essence and material for the subscription of this Agreement: a) to
submit to the Bank the consolidated financial statements audited by external auditors on an annual basis and the unaudited individual semi-annual financial statements, within a maximum term of 90 days following the expiration of the respective
period. b) to annually deliver to the Bank, the information necessary for the correct application of the provisions on individual credit limits, as provided for in articles 84 and 85 of the General Banking Law. c) to comply in all aspects with the
applicable laws, regulations, provisions and orders issued by the competent authority, especially including in said compliance, without limitations, the timely payment of all taxes, levies and fiscal charges that affect the Debtor or its assets, and
to timely comply with the labor, social security, tax and municipal obligations to which they may be subject, and to give evidence thereof to the Bank, at its sole request, as long as its non-compliance may give rise to a Material Adverse Effect. d) to inform the Bank about any modifications made to the company, no later than 30 days after the last legalization step thereof, attaching to such effect the relevant
information as well as the information regarding the granting of new general powers of attorney or the revocation of those currently in force, and to provide the Bank with a copy of the corresponding public deeds and other necessary documents. e) to
annually deliver to the Bank, together with the financial statements referred to in paragraph a) hereof, a certificate of compliance with the commitments signed by the general manager or the finance manager, certifying the fulfillment of the
affirmative and negative covenants assumed hereunder, and that no acceleration event has occurred. Moreover, it shall include a reasonable detail of the calculations necessary to determine if the Debtor is in compliance with the financial obligation
referred to in paragraph f) below. f) To maintain during the entire effective term of the Loan, the following financial ratio to be measured every six months as of June and December of each year, based on the individual financial statements submitted
by the Debtor according to paragraph a) hereof: A Debt Ratio equal to or less than 0.5 times. “Debt Ratio” is defined as the Financial Debt divided by Total Assets of the Debtor. For the purposes hereof, “Financial Debt” shall refer to the obligations due to the banks and financial institutions, financial obligations to the public – including those secured by promissory notes, bonds, negotiable instruments and any
other similar ones; obligations, accounts and notes payable to institutions related to banks and financial institutions, short and long-term leasings and factoring with liability undertaken by the Debtor; and “Total
Assets” means the “Total Assets” accounting entry in the Debtor’s financial statements. The amount of all the guarantees, simple or joint and several surety bonds joint and several co-debts, or other
personal guarantees or secured interests created by the Debtor to secure the payment of the Financial Debt of third parties, even if they are owed by its Subsidiaries, shall be considered as part of the Financial Debt and shall be added to it at the
time of calculating the Debt Ratio. “Subsidiary” has the meaning assigned to said term in article 68 of Law No. 18,046 when defining the term “subsidiary”. g) to ensure that, at any time, the Debtor’s
obligations under this Agreement shall have at least the same preference and priority of payment under the law as the Debtor’s other payment obligations, except for the labor, social security or tax obligations or others that the law may determine in
the future. h) to maintain Control over at least 50.1% of the shares
6
in Compañía Cervecerías Unidas S.A. i) to comply with any applicable regulations regarding money laundering, anti-terrorism and anti-corruption laws including the Foreign Corrupt Practices Act and any applicable
Sanction related to the Debtor’s business. For these purposes, “Sanction” means any international economic sanction administered or imposed by the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”), and the United States of
America, the Security Council of the United Nations, the European Union, Her Majesty’s Treasury, the Ministry of Foreign Affairs of Canada, the Canadian government or any other competent authority. j) not to allocate all or part of the funds of this
financing, either directly or indirectly, nor make any part of them available to another person in any other way; /i/ to make an offer, a payment, or a promise of payment, or authorization of payment or delivery of money to persons who fail to comply
with any applicable anti-corruption or money laundering legislation; /ii/ to finance or facilitate any activity, business or transaction with a Sanctioned Person, or /iii/ in any other way that constitutes or causes the violation of any Sanction by
any party involved in this financing. k) to inform the Bank in writing, as soon as it becomes aware of the following: /i/ if the Debtor has become a Sanctioned Person, or /ii/ receives any notification or has knowledge of any proceeding, litigation,
or investigation that is being carried out against it regarding any Sanctions. “Sanctioned Person” means /a/ any person included in any sanctions list kept by the OFAC, the United Nations Security Council, the Canadian Ministry of Foreign Affairs, or
/b/ any other person who operates, resides or is organized in a country subject to a sanction program identified in the list kept by OFAC. l) to ensure that all transactions carried out with Related Persons, as such term is defined in law No. 18,045,
either directly or through other related persons, are consistent with equity conditions similar to those that usually prevail in the market. m) the Debtor hereby undertakes, as a vicarious promise, that Quiñenco S.A. and/or Heineken Chile Limitada, a
company controlled by Heineken Americas B.V. shall hold, either directly or indirectly, individually or jointly, at least 50% of the Debtor’s property. Notwithstanding the foregoing, Quiñenco S.A. or Heineken Chile Limitada, a company controlled by
Heineken Americas B.V. may reduce or sell its equity interest, to the extent that the new shareholder together with Quiñenco S.A. and/or Heineken Chile Limitada control the Debtor under a shareholders’ agreement similar to the one that is currently
in force. n) to give written notice to the Creditor as soon as it becomes aware and, in any case no later than 5 Bank Business Days, of the occurrence of any event or circumstance that negatively affects the business, transactions, properties, assets
and/or financial condition of the Debtor in such a way that it may cause the breach of the Debtor’s obligations under this Agreement or the Promissory Note, which is to be cured within 30 calendar days following the date of said notice.
ELEVENTH: Events of Default or Acceleration. SCOTIABANK CHILE may, at
its sole discretion, enforce each and every one of the obligations undertaken by the Debtor to it as if they are overdue, without prejudice to any other rights entitled to it as creditor, in any of the
following cases: a) The Debtor’s failure to fully and timely pay any principal and/or interest installment of the Loan due under this Agreement. b) If the Debtor or Compañía Cervecerías Unidas S.A. has incurred in default or simple delay in the
payment of any other obligation, whether in favor of the Bank or third parties for an amount individually or jointly exceeding UF150,000 in the case of the Debtor, and one percent of the Total Assets applicable to Compañía Cervecerías Unidas S.A., on
the understanding
7
that such account is the one reflected in the Consolidated Statement of Financial Position of the Consolidated Financial Statements of Compañía Cervecerías Unidas S.A., and provided always that is
not cured within 30 calendar days following the date of default or simple delay. c) If one or more obligations of the Debtor and/or Compañía Cervecerías Unidas S.A. become enforceable in advance, and those obligations individually or jointly exceed
an amount equivalent to UF150,000 in the case of the Debtor and 1% (one percent) of the Total Assets applicable to Compañía Cervecerías Unidas S.A., on the understanding that such account is the one reflected in the Consolidated Classified Statement
of Financial Position contained in the Consolidated Financial Statements of Compañía Cervecerías Unidas S.A., and provided always that it is not cured within 30 calendar days following the occurrence thereof. d) If the Debtor breaches any of the
obligations established in section Ten of this Agreement and it is not cured within the 30 calendar days following occurrence thereof, except of what is stated in paragraph (h) and (m) thereof. e) If the Debtor and/or Compañía Cervecerías Unidas S.A.
become unable to pay their debts upon maturity or suspend the payments in both cases, after having already acknowledge it, or if they acknowledge in writing the impossibility of paying their debts, or make a general assignment of, or abandon their
assets for the benefit of their creditors, or have the status of debtor in a bankruptcy liquidation proceeding, either voluntary or forced, or have the status of debtor in a bankruptcy reorganization proceeding, and provided always that the term of
the bankruptcy financial protection applicable in accordance with Law 20,720 /“Law of Reorganization and Liquidation of Companies and Persons”/ as amended, has expired, or if the Debtor and/or Compañía Cervecerías Unidas S.A. take any measure to
allow any of the acts mentioned above, provided that, in the case of a proceeding against the Debtor and / or Compañía Cervecerías Unidas S.A., the origin or legitimacy thereof is not objected to or disputed by the Debtor and / or Compañía
Cervecerías Unidas S.A., as appropriate, by bringing actions, filing exceptions or suitable remedies in the Courts of Justice, whenever required by the relevant law or the proceedings. f) If any event or circumstance referred to in paragraphs /a/ and
/c/ of the Material Adverse Effect occurs during the term of this Agreement. The occurrence of any of the events or circumstances referred to above during the 60 calendar days from the date on which the Use of Proceeds Triggering event described in a
private instrument subscribed on the date hereof shall not be considered an event of default. g) If the Debtor’s representations made in section nine hereof turn out to be false or wrong. It is expressly stated that the aforementioned acceleration
events have been established for the exclusive benefit of SCOTIABANK CHILE, and that the Debtor is not entitled to take advantage of them in any way whatsoever. Moreover, the Bank’s failure to exercise the rights recognized by this section shall not be construed as a waiver thereof in any way whatsoever, and the Bank reserves the power to exercise them
whenever it deems it advisable.
TWELVETH: Availability Fee. The Debtor undertakes to pay the Bank an availability fee
equivalent to 0.05% calculated on the non-disbursed amount. This fee shall be paid on the Loan disbursement date or on the Termination Date, if there is no disbursement.
THIRTEENTH: Expenses and Taxes. The expenses, rights and taxes arising from the execution
hereof shall be borne by the Debtor. For this purpose, the Debtor expressly
8
empowers Scotiabank Chile to debit such amounts from checking accounts or from any other credit that it recognizes in its favor.
FOURTEENTH: Domicile and Jurisdiction. To all legal effects arising from this Agreement,
the Parties establish their domiciles in the City of Santiago and agree to submit to the jurisdiction of the Ordinary Courts therein located.
FIFTEENTH: Titles and Headings. Titles and headings given by the Parties to the provisions
of this Agreement have been established only for reference and ease of reading purposes, and shall not affect the meaning or scope that the relevant section, in its entirety, may have different from them.
LEGAL CAPACITIES. The legal capacities of SEBASTIÁN CARVAJAL BOU and ROBERTO OSORIO LOPEZ, to act in the name and on behalf of SCOTIABANK CHILE are evidenced in the public deed executed on August 21, 2018 at the Santiago Notarial Office of Eduardo Javier Diez Morello. The legal capacities of Rodrigo Hinzpeter Kirberg and Alessandro Bizzarri Carvallo, to act in the name and on behalf of INVERSIONES Y RENTAS S.A. are evidenced in the public deed executed on September 25,
2018 at the Santiago Notarial Office of Patricio Raby Benavente. Those documents are not annexed hereto because they are known by the parties and the authorizing Notary. IN WITNESS WHEREOF, the appearing parties sign these presents after reading
them. I attest.
[signature]
pp. SCOTIABANK CHILE - 9354957-0
[signature]
pp. SCOTIABANK CHILE – 10130661-5
[signature]
INVERSIONES Y RENTAS S.A. – 7016571-0
[signature]
INVERSIONES Y RENTAS S.A. – 7012089-5
[signature]
NOTARY
9
| [There is a seal]: Rep. 1327-2021 |
| Date:05-02-2021 |
| Prot.N°95-2021 |
ANNEX “A”
DISBURSEMENT REQUEST
INVERSIONES Y RENTAS S.A.
[Month / Day / Year]
Messrs.
SCOTIABANK CHILE
Ref.: Disbursement Request regarding the Credit Facility Agreement executed on [*] by a public deed before [*] Notary Public of [________] file No. [*] (the “Agreement”).
Dear Sirs,
By virtue of the provisions set forth in the Agreement, INVERSIONES Y RENTAS S.A. hereby delivers this Disbursement Request to you. The capitalized terms used herein, unless otherwise stated, will have the meaning
assigned to them in the Agreement.
We hereby irrevocably request SCOTIABANK CHILE to make the following disbursement charged to the Agreement, -to be made on the Disbursement Date [*] of (*) of [*], and for the total amount of [*] Unidades de Fomento, to the extent that all the disbursement conditions established in the Agreement shall have been met or continue to be met as of that date.
The amount requested to be disbursed by SCOTIABANK CHILE is as follows: [*]
Unidades de Fomento.
Moreover, the undersigned, hereby declares and certifies that (a) no Event of Default set forth in section eleven of the Agreement has been verified, (b) all the Representations and Warranties made in section nine of
the Agreement, are true and correct as of this date, and
(c) all the conditions precedent set forth to make the disbursement requested from SCOTIABANK CHILE have been met in accordance with the Agreement, and that the Promissory Note evidencing the disbursement shall be
delivered to SCOTIABANK CHILE prior to the execution of the disbursement.
Kind regards,
pp. INVERSIONES Y RENTAS S.A.
10
ANNEX “B”
PROMISSORY NOTE
Scotiabank
|
PROMISSORY NOTE IN INSTALLMENTS
|
|
Transaction No.: [*]
|
I owe and will pay to the order of Scotiabank Chile, at its office located at [*], in the commune of [*], place of payment, the amount of UF [*] ([*] Unidades de Fomento) for
the principal amount of the loan that I have received from said bank, in cash, to my entire satisfaction, and I bind myself to repay such amount as established below.
METHOD OF PAYMENT OF PRINCIPAL: I hereby agree to repay the principal amount of such loan as follows:
|
Installment
|
Principal Amount
|
Maturity Date
|
|
No.
|
||
|
1
|
5/31/2024
|
|
|
2
|
5/30/2025
|
|
|
3
|
5/29/2026
|
|
|
4
|
5/31/2027
|
|
|
5
|
5/31/2028
|
INTEREST: The principal amount owed by virtue of this promissory note will accrue an annual interest rate of 0.85% from the date hereof
until the maturity date.
I agree to pay such accrued interest in 8 annual installments on the dates indicated below:
|
Installment
|
Maturity Date
|
|
No.
|
|
|
1
|
5/31/2021
|
|
2
|
5/31/2022
|
|
3
|
5/31/2023
|
|
4
|
5/31/2024
|
|
5
|
5/30/2025
|
|
6
|
5/29/2026
|
|
7
|
5/31/2027
|
|
8
|
5/31/2028
|
DEFAULT INTEREST AND ACCELERATION DUE TO DELAY IN THE PAYMENT: In case of default or simple delay in the payment of this promissory note or of
any of its installments, the Bank will charge, in addition to the principal and the accrued
11
interests, which will be capitalized, the maximum conventional interest rate set by the authority on the date of the default or simple delay. Moreover, if the payment was agreed in installments, the Bank is authorized
to demand the acceleration of the total amount due, will be considered expired for all legal purposes, capitalizing the interest accrued up to that date and, from that time onwards, the total amount of the obligation will accrue the same default
interest indicated above.
OTHER ACCELERATION EVENTS: The Bank is empowered to demand payment of the total amount owed, as if it were overdue, in the terms set
forth in the previous paragraph, if the issuer or Compañía Cervecerías Unidas S.A. had incurred in default or simple delay in the payment of any other obligation in favor of the Bank or third parties for an amount that individually or jointly exceeds
UF150,000 in the case of the issuer, and 1% of the Total Assets applicable to Compañía Cervecerías Unidas SA, on the understanding that such account is the one reflected in the Consolidated Statement of Financial Position of the Consolidated
Financial Statements of Compañía Cervecerías Unidas SA, and provided always that it is not cured within 30 days following the date of default or the simple delay.
CHECKING ACCOUNT AND OTHER DEPOSITS: I hereby authorize the Bank to debit all amounts corresponding to this promissory note from my
checking, savings, deposit and / or special accounts. In any event, the Bank does not assume any responsibility or obligation in this regard. The obligation of the Bank to render an account of the performance of this power of attorney, if applicable,
will be understood to have been fulfilled by informing the principal in writing of the acts performed on its behalf and / or by sending him a copy of the respective instruments, to his address or through any technology means that the principal had
previously indicated to the Bank. The power of attorney contained in this instrument may only be revoked once the obligations of the principal undertaken in favor of the Bank have been fully extinguished and will be valid from the fifteenth business
day from its written notice to the Bank.
PREPAYMENT: The issuer shall be entitled to prepay, free of charge, on any date no later than the last Maturity Date, all or part of the
remaining balance on said date of the obligation that the present promissory note accounts for, provided that all of the following conditions are met:
a) The issuer must give notice to the Bank at least ten Bank Business Days in advance.
b) The prepayments cannot be made on Friday or on the eve of a non-bank business day in Chile. If such were the case, the prepayment shall be made on the following bank business day, including in this case any interest
accrued until the actual payment day.
In the event of a partial prepayment of the underlying obligation, the issuer may choose whether to proportionally abate all the remaining principal installments or to reduce the prepayment amount of the last
installment or installments. Should the Debtor make no choice at all, the prepayment amount will be abated from the last principal installment and, if the prepayment amount is greater than the last principal installment, the balance shall be abated
from the penultimate installment and so on, if there is any remainder.
SEVERABILITY: All obligations derived from this promissory note will be considered indivisible for the issuer, his heirs and / or successors, for all legal purposes.
12
PROTEST: I do hereby release the holder of this promissory note from the protest obligation.
TAXES, DUES AND EXPENSES: All expenses, taxes and dues accrued under this promissory note, any amendments, extensions, payments or any
other circumstance related to it, or produced on the occasion of it, including those derived from the protest if any, will be exclusively borne by the issuer.
DOMICILE AND JURISDICTION: To all legal effects arising herefrom, the Issuer establishes its domicile in the commune of the payment place
mentioned above, and agree to submit to the jurisdiction of the Ordinary Courts therein located.
|
In
|
, on
|
|
Name /corporate name /Debtor or Issuer
|
|||||
|
Domicile:
|
|||||
|
City:
|
Commune:
|
|
I.C. / (Tax ID No.)
|
||
|
1- Name of Legal Representative
|
I.C. / (Tax ID No.)
|
||||
|
2- Name of Legal Representative
|
|
I.C. / (Tax ID No.)
|
|||
|
(1)
|
(2)
|
|||||
|
Issuer’s signature
|
||||||
PUBLIC NOTARY AUTHORIZATION
I do hereby authorize the signature(s) of the subscriber(s) / attorney-in-fact (attorneys-in-fact) for the issuer of this promissory note.
|
In
|
, on
|
|
Public Notary Signature
|
“The stamp tax on this document is paid out of the monthly income in the Treasury, according to Decree-Law 3,475, Article 15 No. 2”.
13
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