|
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
|
|
|
|
227,481,716
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
227,481,716
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
227,481,716
|
|
|
|
|
|
|
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)
|
|
|
|
61.56%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
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
|
|
|
|
227,481,716
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
227,481,716
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
227,481,716
|
|
|
|
|
|
|
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)
|
|
|
|
61.56%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
|
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
|
|
|
|
227,481,716
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
227,481,716
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
227,481,716
|
|
|
|
|
|
|
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)
|
|
|
|
61.56%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
HC
|
|
|
|
|
|
|
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
|
|
|
|
227,481,716
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
227,481,716
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
227,481,716
|
|
|
|
|
|
|
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)
|
|
|
|
61.56%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
HC
|
|
|
|
|
|
|
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
|
|
|
|
227,481,716
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
227,481,716
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
227,481,716
|
|
|
|
|
|
|
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)
|
|
|
|
61.56%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
HC
|
|
|
|
|
|
|
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
|
|
|
|
227,481,716
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
227,481,716
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
227,481,716
|
|
|
|
|
|
|
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)
|
|
|
|
61.56%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
|
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
|
|
|
|
227,481,716
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
227,481,716
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
227,481,716
|
|
|
|
|
|
|
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)
|
|
|
|
61.56%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
|
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
|
|
|
|
227,481,716
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
227,481,716
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
227,481,716
|
|
|
|
|
|
|
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)
|
|
|
|
61.56%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
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
|
|
|
|
227,481,716
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
227,481,716
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
227,481,716
|
|
|
|
|
|
|
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)
|
|
|
|
61.56%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
|
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)
|
|
☐
|
|
|
|
|
|
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|
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
|
|
|
|
227,481,716
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
227,481,716
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
227,481,716
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
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|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
|
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61.56%
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|
|
|
|
|
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
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|
IN
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The statement on Schedule 13D filed on September 30, 2005, as amended and supplemented on April 3, 2006, as further amended and supplemented on December 1, 2014 and as further amended and supplement on March 1, 2021
(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. 4 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.
|
Item 3.
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Source and Amount of Funds or Other Consideration.
|
Item 3 of the Schedule 13D is hereby supplemented as follows:
On March 24, 2021, Inversiones y Rentas S.A. (“IRSA”) entered into an amendment to the Credit Facility with Scotiabank Chile (the “Credit Facility Amendment” and, the Credit Facility, as amended by
the Credit Facility Amendment, the “Amended Credit Facility”). The Credit Facility Amendment allows IRSA to make one or more disbursements under the Credit Facility, as opposed to a single drawdown as originally contemplated, and each such
disbursement will be a loan subject to the same terms and conditions as originally provided for in the Credit Facility.
On March 24, 2021, IRSA purchased 5,780,000 additional shares of Common Stock of CCU at a purchase price of 6,799.72 Chilean pesos (or Ch$) per share, for an aggregate purchase price of
Ch$39,349,173,964 (including commissions and VAT on commissions). The purchase price of the shares was financed by borrowings under the Amended Credit Facility.
IRSA intends to fund any further purchases disclosed in Item 4 hereof, and any related costs and expenses, with borrowings under the Amended Credit Facility and, if necessary, cash on hand.
|
Item 4.
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Purpose of the Transaction.
|
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
IRSA purchased the shares of Common Stock of CCU on March 24, 2021 to increase its ownership interest in CCU. Furthermore, 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 4.44% of the outstanding Common Stock from its current
approximately 61.56% ownership interest, to return to its historical ownership 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.
|
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. 4 to the Schedule 13D for the aggregate number and percentage of Common Shares beneficially owned by each Reporting Person, the number of shares of Common Stock 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) On March 24, 2021, IRSA purchased 5,780,000 shares of Common Stock of CCU at a purchase price of Ch$6,799.72 per share, for an aggregate purchase price of Ch$39,349,173,964 (including commissions and VAT on
commissions). The shares were purchased through the Santiago Stock Exchange.
(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.
A copy of the English language translation of the Credit Facility Amendment 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:
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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.*
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|
7
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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.*
|
11
|
Amendment, dated March 24, 2021, to Credit Facility Agreement between Inversiones y Rentas S.A. and Scotiabank Chile.
|
* Exhibit previously filed
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 26, 2021
|
|
INVERSIONES Y RENTAS S.A.
|
|
|
INVERSIONES IRSA LIMITADA
|
|
|
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|
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By:
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/s/ Alessandro Bizzarri Carvallo
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|
Name:
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Alessandro Bizzarri Carvallo
|
|
|
Title:
|
Attorney-in-fact
|
|
|
|
|
|
|
By:
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/s/ Francisco Pérez Mackenna
|
|
|
|
Name:
|
Francisco Pérez Mackenna
|
|
|
Title:
|
Attorney-in-fact
|
|
|
By:
|
/s/ Francisco Pérez Mackenna
|
|
|
|
Name:
|
Francisco Pérez Mackenna
|
|
|
Title:
|
Chief Executive Officer
|
|
|
By:
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/s/ Andrónico Luksic Craig
|
|
|
|
Name:
|
Andrónico Luksic Craig
|
|
|
Title:
|
Member of Foundation counsel
|
|
|
|
|
|
By:
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/s/ Jean-Paul Luksic Fontbona
|
|
|
|
Name:
|
Jean-Paul Luksic Fontbona
|
|
|
Title:
|
Member of Foundation counsel
|
|
|
By:
|
/s/ Andrónico Luksic Craig
|
|
|
|
Name:
|
Andrónico Luksic Craig
|
|
|
Title:
|
Attorney-in-fact
|
|
|
|
|
|
By:
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/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:
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/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
|
|
|
By:
|
/s/ Ernst Willem Arnold van de Weert
|
|
|
|
Name:
|
Ernst Willem Arnold van de Weert
|
|
|
Title:
|
Attorney-in-fact
|
|
|
|
|
|
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
|
|
|
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
|
|
|
Name:
|
Gloria Vergara
|
|
|
Title:
|
Attorney-in-fact
|
|
|
INMOBILIARIA E INVERSIONES RÍO CLARO S.A.
|
|
|
INVERSIONES RÍO CLARO LTDA.
|
|
|
|
|
|
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.*
|
|
10
|
Credit Facility Agreement, dated February 5, 2021, between Inversiones y Rentas S.A. and Scotiabank Chile.*
|
|
11
|
Amendment, dated March 24, 2021, to Credit Facility Agreement between Inversiones y Rentas S.A. and Scotiabank Chile.
|
* Exhibit previously filed