UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

 

 

COMPAÑIA CERVECERIAS UNIDAS S.A. (UNITED BREWERIES COMPANY, INC.)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

204429104

(CUSIP Number)

December 31, 2018

Date of Event which Requires Filing of the Statement

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

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 the disclosures provided in a prior cover page.

The information required in 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

 

  1.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Commonwealth Bank of Australia

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Australian Capital Territory, Commonwealth of Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

PERSON

WITH

   5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

6,794,450

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

6,794,450

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,794,450

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Approximately 1.84% (based on 369,502,872 shares outstanding)

12.    

TYPE OF REPORTING PERSON

 

BK/HC

 

*

Held in the form of 4,619,464 shares of common stock and 1,087,493 American Depository Receipts (“ADRs”), with each ADR representing 2 shares of common stock. The common stock is not registered for trading but only in connection with the registration of American Depository shares which are evidenced by the ADRs.

 

Page 2

CUSIP No.     204429104

 

  1.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Colonial Holding Company Limited

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New South Wales, Commonwealth of Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

PERSON

WITH

   5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

6,786,397

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

6,786,397

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,786,397

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Approximately 1.84% (based on 369,502,872 shares outstanding)

12.    

TYPE OF REPORTING PERSON

 

HC

 

*

Held in the form of 4,611,411 shares of common stock and 1,087,493 American Depository Receipts (“ADRs”), with each ADR representing 2 shares of common stock. The common stock is not registered for trading but only in connection with the registration of American Depository shares which are evidenced by the ADRs.

 

Page 3

CUSIP No.     204429104

 

  1.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Commonwealth Insurance Holdings Limited

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New South Wales, Commonwealth of Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

PERSON

WITH

   5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

6,786,397

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

6,786,397

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,786,397

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Approximately 1.84% (based on 369,502,872 shares outstanding)

12.    

TYPE OF REPORTING PERSON

 

HC

 

*

Held in the form of 4,611,411 shares of common stock and 1,087,493 American Depository Receipts (“ADRs”), with each ADR representing 2 shares of common stock. The common stock is not registered for trading but only in connection with the registration of American Depository shares which are evidenced by the ADRs.

 

Page 4

CUSIP No.     204429104

 

  1.   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Colonial First State Group Limited

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Victoria, Commonwealth of Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

PERSON

WITH

   5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

6,515,147

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

6,515,147

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,515,147

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Approximately 1.76% (based on 369,502,872 shares outstanding)

12.    

TYPE OF REPORTING PERSON

 

HC

 

*

Held in the form of 4,559,373 shares of common stock and 977,887 shares American Depository Receipts (“ADRs”), with each ADR representing 2 shares of common stock. The common stock is not registered for trading but only in connection with the registration of American Depository shares which are evidenced by the ADRs.

 

Page 5

Item 1.    

  

(a) Name of Issuer:

  

COMPAÑIA CERVECERIAS UNIDAS S.A.

(b) Address of Issuer’s Principal Executive Offices:

  

Vitacura 2670, Twenty-Third Floor, Santiago, Chile

 

Item 2.

(a) Name of Person Filing

(b) Address of Principal Business Office

(c) Citizenship

Commonwealth Bank of Australia

Ground Floor Tower 1, 201

Sussex Street, Sydney, NSW,

2000, Australia

Commonwealth of Australia

Australian Captial Territory

Colonial Holding Company Limited

Ground Floor Tower 1, 201

Sussex Street, Sydney, NSW,

2000, Australia

Commonwealth of Australia

New South Wales

Commonwealth Insurance Holdings Limited

Ground Floor Tower 1, 201

Sussex Street, Sydney, NSW,

2000, Australia

Commonwealth of Australia

New South Wales

Colonial First State Group Limited

Ground Floor Tower 1, 201

Sussex Street, Sydney, NSW,

2000, Australia

Commonwealth of Australia

Victoria     

 

  (d) Title of Class of Securities:

   Common Stock

  (e) CUSIP Number:

   204429104

 

Page 6

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

  

 

☐

  

 

Broker or dealer registered under section 15 of the Exchange Act;

(b)    ☐    Bank as defined in section 3(a)(6) of the Exchange Act;
(c)    ☐    Insurance company as defined in section 3(a)(19) of the Exchange Act;
(d)    ☐    Investment company registered under section 8 of the Investment Company Act;
(e)    ☐    An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)    ☐    An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)    ☒    A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)    ☐    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)    ☐    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;
(j)    ☐    A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)    ☐    Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box:  ☐

 

Item 4.

Ownership:

 

(a) Amount beneficially owned:    Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.
(b) Percent of class:    Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.
(c) Number of shares as to which the person has:

 

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

 

Incorporated by reference to Item 5 of the cover page

pertaining to each reporting person.

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

 

Incorporated by reference to Item 6 of the cover page

pertaining to each reporting person.

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

 

Incorporated by reference to Item 7 of the cover page

pertaining to each reporting person.

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

 

Incorporated by reference to Item 8 of the cover page

pertaining to each reporting person.

 

Item 5.

Ownership of Five Percent or Less of a Class:

As of the date hereof, none of the filing persons is the beneficial owner of more than five percent of the class of securities reported herein.

 

Page 7

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

 

Item 7.

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

See Exhibit 99.2.

 

Item 8.

Identification and Classification of Members of the Group:

Not Applicable.

 

Item 9.

Notice of Dissolution of Group:

Not Applicable.

 

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. I also certify that, to the best of my knowledge and belief, the foreign regulatory schemes applicable to the relevant subsidiaries referenced in Exhibit 99.2 to this Schedule 13G are substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s), and that I undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 17 day of January 2019

 

           Commonwealth Bank of Australia
  By:  

/s/ Clare McManus

  Name:   Clare McManus
  Title:   Company Secretary
  Colonial Holding Company Limited
  By:  

/s/ Andrew Morgan

  Name:   Andrew Morgan
  Title:   Director
  Commonwealth Insurance Holdings Limited
  By:  

/s/ Andrew Morgan

  Name:   Andrew Morgan
  Title:   Director
  Colonial First State Group Limited
  By:  

/s/ Andrew Morgan

  Name:   Andrew Morgan
  Title:   Director

 

Page 8

INDEX TO EXHIBITS

 

Exhibit

    No.    

  

Exhibit

99.1    Joint Filling Agreement
99.2    Item 7 Information

 

Page 9

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