Filing Details

Accession Number:
0000947871-18-000517
Form Type:
13D Filing
Publication Date:
2018-06-22 16:16:05
Filed By:
Sociedad De Inversiones Pampa Calichera Sa
Company:
Sociedad Quimica Y Minera De Chile S A
Filing Date:
2018-06-22
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Sociedad de Inversiones Pampa Calichera S.A 12,341,049 12,341,049 12,341,049 10.25%
Sociedad de Inversiones Oro Blanco S.A 12,341,049 12,341,049 12,341,049 10.25%
Norte Grande S.A 12,341,049 12,341,049 12,341,049 10.25%
Inversiones SQYA Limitada 12,341,049 12,341,049 12,341,049 10.25%
Inversiones SQ Limitada 12,341,049 12,341,049 12,341,049 10.25%
S.Q. Grand Corp 12,341,049 12,341,049 12,341,049 10.25%
Pacific Atlantic International Holding Corporation 12,341,049 12,341,049 12,341,049 10.25%
The Pacific Trust 12,341,049 12,341,049 12,341,049 10.25%
Julio Ponce Lerou 12,341,049 12,341,049 12,341,049 10.25%
Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*

SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.

(Name of Issuer)

Series B Shares, without nominal (par) value

(Title of Class of Securities)

Series B Shares: 833635105

(CUSIP Number)

George Karafotias
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 848-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


June 4, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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.  833635105
  SCHEDULE 13D
Page 2 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Sociedad de Inversiones Pampa Calichera S.A.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
BK, AF, WC, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
12,341,049
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
12,341,049
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,341,049
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.25%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 
CUSIP No. 833635105
SCHEDULE 13D
Page 3 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Sociedad de Inversiones Oro Blanco S.A.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
12,341,049
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
12,341,049
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,341,049
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.25%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 
CUSIP No. 833635105
SCHEDULE 13D
Page 4 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Norte Grande S.A.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
AF, WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
12,341,049
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
12,341,049
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,341,049
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.25%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 
CUSIP No. 833635105
SCHEDULE 13D
Page 5 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Inversiones SQYA Limitada
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
12,341,049
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
12,341,049
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,341,049
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.25%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
 
CUSIP No. 833635105
SCHEDULE 13D
Page 6 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Inversiones SQ Limitada
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
12,341,049
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
12,341,049
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,341,049
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.25%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
 
CUSIP No. 833635105
SCHEDULE 13D
Page 7 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
S.Q. Grand Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Panama
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
12,341,049
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
12,341,049
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,341,049
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.25%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 
CUSIP No. 833635105
SCHEDULE 13D
Page 8 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Pacific Atlantic International Holding Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Panama
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
12,341,049
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
12,341,049
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,341,049
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.25%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 
CUSIP No. 833635105
SCHEDULE 13D
Page 9 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
The Pacific Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
12,341,049
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
12,341,049
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,341,049
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.25%
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
 
 
CUSIP No. 833635105
SCHEDULE 13D
Page 10 of 10 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Julio Ponce Lerou
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Chile
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
12,341,049
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
12,341,049
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,341,049
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.25%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
 

Item 1.
Security and Issuer
 
This Amendment No. 7 amends the Statement on Schedule 13D originally filed on February 15, 2005, as amended by Amendment No. 1, filed on August 3, 2006,  as amended and restated by Amendment No. 2, filed on February 2, 2007, as amended and restated by Amendment No. 3, filed on September 7, 2007, as amended and restated by Amendment No. 4, filed on November 29, 2007, as amended and restated by Amendment No. 5, filed on June 7, 2017, as amended and restated by Amendment No. 6, filed on May 9, 2018 (as so amended and restated, this “Statement”) and relates to the Series B common shares, without nominal value (“Series B Shares”), of Sociedad Quimica y Minera de Chile S.A., a company organized under the laws of Chile (“SQM” or the “Company”).  The principal executive offices of SQM are located at El Trovador 4285, piso 6, Las Condes, Santiago, Chile.

The following amendments to Items 2, 3, 4, 5, and 6 of the Statement are hereby made:
 
Item 2.
Identity and Background

Item 2 of the Statement is hereby amended by adding the following two sentences to the end of the eighth paragraph of Item 2 under the sub-section “Mr. Ponce Lerou”:

On May 24, 2018, the Chilean Constitutional Court sided with Mr. Ponce Lerou and decided that the legislative justifications underpinning the amount of the penalties applied by the SVS against Mr. Ponce Lerou for alleged infringements of the Chilean Corporations Act and the Chilean Securities Act were contrary to the Constitution of the Republic of Chile and therefore inapplicable. The effect of such a ruling would be to likely reduce Mr. Ponce Lerou’s applicable fine from the SVS.

Item 3.
Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended by adding the following paragraph to the end of Item 3:

On May 31, 2018 and June 1, 2018, Pampa purchased on the Chilean Stock Exchange 698,002 and 10,250 Series B Shares, respectively, for an aggregate purchase price of Ch$22,832,220,295 and Ch$330,996,880, respectively.  Pampa’s source of funds for these purchases was financing provided by the brokers involved in the transactions.

Item 4.
Purpose of Transaction
 
Item 4 of the Statement is hereby amended by adding the following after the eighth paragraph of Item 4:

The open market purchases on May 31, 2018 and June 1, 2018 by Pampa of Series B Shares were for investment purposes.

Item 5
Interest in Securities of the Issuer
 
Item 5, sections (a) and (b) of the Statement are hereby amended by replacing “11,632,797 Series B Shares” with “12,341,049 Series B Shares” and “9.66% of Series B Shares with “10.25% Series B Shares”.

Item 6.
Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
 
Item 6, section (a) of the Statement is hereby amended and supplemented by the adding the following text immediately after the fifth paragraph of Item 6, section (a):

On June 4, 2018, the Kowa Shareholders delivered written notice to the Cascadas Shareholders and the PCS Shareholders of the termination of the Letter Agreement under section 8 thereof, such termination to be effective thirty (30) days from the date thereof.

Item 6, section (b) of the Statement is hereby amended by replacing “15,556,362” with “11,123,591” in the fourth paragraph of such section.

 
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment No. 7 is true, complete and correct.

Dated: June 21, 2018


Sociedad de Inversiones Pampa Calichera S.A.
 
Sociedad de Inversiones Oro Blanco S.A.
 
           
           
By:
/s/ Ricardo Moreno Moreno          
 
By:
/s/ Ricardo Moreno Moreno          
 
 
Name:
Ricardo Moreno Moreno
   
Name:
Ricardo Moreno Moreno
 
 
Title:
General Manager
   
Title:
General Manager
 
   
   
Norte Grande S.A.
 
Inversiones SQYA Limitada
 
           
           
By:
/s/ Ricardo Moreno Moreno          
 
By:
/s/ Aldo Motta Camp          
 
 
Name:
Ricardo Moreno Moreno
   
Name:
Aldo Motta Camp
 
 
Title:
General Manager
   
Title:
Legal Representative
 
   
   
Inversiones SQ Limitada
 
S.Q. Grand Corp.
 
           
           
By:
/s/ Aldo Motta Camp          
 
By:
/s/ Felipe García-Huidobro          
 
 
Name:
Aldo Motta Camp
   
Name:
Felipe García-Huidobro
 
 
Title:
Legal Representative
   
Title:
Officer
 
   
   
Pacific Atlantic International Holding Corporation
 
The Pacific Trust
 
           
           
By:
/s/ Felipe García-Huidobro          
 
By:
/s/ Luis R. López Alfaro          
 
 
Name:
Title:
Felipe García-Huidobro
Officer
   
Name:
Luis R. López Alfaro, on behalf of Alfaro, Ferrer & Ramirez (BVI) Limited
 
 
Title:  
Director  
   
   
Mr. Julio Ponce Lerou
     
           
           
By:
/s/ Julio Ponce Lerou          
       
 
Name:
Julio Ponce Lerou
         
 
Title: