0000950103-13-000896.txt : 20130206 0000950103-13-000896.hdr.sgml : 20130206 20130206071936 ACCESSION NUMBER: 0000950103-13-000896 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130206 DATE AS OF CHANGE: 20130206 GROUP MEMBERS: LAND BREEZE II S.A R.L. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN WEST PETROLEUM LTD. CENTRAL INDEX KEY: 0001334388 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82653 FILM NUMBER: 13575933 BUSINESS ADDRESS: STREET 1: 207 - 9TH AVENUE S.W. STREET 2: SUITE 200 CITY: CALGARY STATE: A0 ZIP: T2P 1K3 BUSINESS PHONE: (403) 777-2500 MAIL ADDRESS: STREET 1: 207 - 9TH AVENUE S.W. STREET 2: SUITE 200 CITY: CALGARY STATE: A0 ZIP: T2P 1K3 FORMER COMPANY: FORMER CONFORMED NAME: PENN WEST ENERGY TRUST DATE OF NAME CHANGE: 20050727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA INVESTMENT CORP CENTRAL INDEX KEY: 0001468702 IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: NEW POLY PLAZA STREET 2: NO. 1 CHAOYANGMEN BEIDAJIE, DONGCHENG CITY: BEIJING STATE: F4 ZIP: 100010 BUSINESS PHONE: 86 10 64086277 MAIL ADDRESS: STREET 1: NEW POLY PLAZA STREET 2: NO. 1 CHAOYANGMEN BEIDAJIE, DONGCHENG CITY: BEIJING STATE: F4 ZIP: 100010 SC 13G/A 1 dp36005_sc13ga-penn.htm FORM SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3) *

Penn West Petroleum Ltd.
___________________________________________________________________
(Name of Issuer)

Common Stock
___________________________________________________________________
(Title of Class of Securities)

707887105
___________________________________________________________________
(CUSIP Number)


December 31, 2012
_____________________________________________________________________________
(Date of the Event Which Requires Filing of this Statement)



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

[   ] Rule 13d-1(b)
[x ] 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 provision of the Act (however, see the Notes.)
 
 
 
 
 
 
 
 

 
 CUSIP No.  707887105    
 
1
NAME OF REPORTING PERSONS
 
China Investment Corporation
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
o
 
(b)
o
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
People’s Republic of China
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
24,054,1541
7 
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
24,054,1541
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
24,054,1541
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.0%
  
12
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
1 Includes 23,524,209 shares of Common Stock held by Land Breeze II S.À R.L., a wholly-owned subsidiary of China Investment Corporation, and 529,945 shares of Common Stock held by two other wholly-owned subsidiaries of China Investment Corporation, all as of December 31, 2012.
 
 
 
 
 
 
 
 

 
 CUSIP No.  707887105    
 
1
NAME OF REPORTING PERSONS
 
Land Breeze II S.À R.L.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
o
 
(b)
o
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Luxembourg
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
23,524,209
7 
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
23,524,209
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
23,524,209
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.9%
  
12
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
 
 
 
 
 
 

Item 1(a) Name of Issuer

Penn West Petroleum Ltd.

Item 1(b) Address of Issuer’s Principal Executive Offices

c/o Penn West Petroleum Ltd.
200, 207 – 9th Avenue S.W.
Calgary, Alberta T2P 1K3
Canada

Item 2(a) Name of Persons Filing

China Investment Corporation
Land Breeze II S.À R.L.

Item 2(b) Address of Principal Business Office or, if none, Residence

The address of China Investment Corporation is as follows:

New Poly Plaza
No. 1 Chaoyangmen Beidajie
Dongcheng District
Beijing 100010
People’s Republic of China

The address of Land Breeze II S.À R.L. is as follows:

18, avenue Marie-Therese, L-2132 Luxembourg

Item 2(c) Citizenship

China Investment Corporation is established under the Company Law of the People’s Republic of China.

Land Breeze II S.À R.L. is a société à responsibilité limitée incorporated and existing under the laws of Luxembourg.
 
Item 2(d) Title of Class of Securities

Common Stock

Item 2(e) CUSIP Number

707887105
 
Item 3  If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4  Ownership
 
 
 
 
4
 
 

 
The number of shares of Common Stock beneficially owned by China Investment Corporation and Land Breeze II S.À R.L. is as follows:

Reporting Person
Amount Beneficially Owned
Percent of Class
China Investment Corporation
24,054,154
5.0%
Land Breeze II S.À R.L.
23,524,209
4.9%

Reporting Person
Voting Power
Dispositive Power
Sole
Shared
Sole
Shared
China Investment Corporation
0
24,054,154
0
24,054,154
Land Breeze II S.À R.L.
0
23,524,209
0
23,524,209

The Reporting Persons previously beneficially owned Trust Units in Penn West Energy Trust (the predecessor of the Issuer). Penn West Energy Trust was reorganized as Penn West Petroleum Ltd. on January 1, 2011, pursuant to which holders of Trust Units in Penn West Energy Trust received one share of Common Stock of Penn West Petroleum Ltd. for each Trust Unit held on January 1, 2011.
 
China Investment Corporation is a wholly state-owned company incorporated under the Company Law of the People’s Republic of China.  Land Breeze II S.À R.L. is a wholly-owned subsidiary of China Investment Corporation. All information above regarding China Investment Corporation reflects the inclusion of 23,524,209 shares of Common Stock held by Land Breeze II S.À R.L., a wholly-owned subsidiary of China Investment Corporation, and 529,945 shares of Common Stock held by two other wholly-owned subsidiaries of China Investment Corporation, all as of December 31, 2012.

Item 5  Ownership of Five Percent or Less of a Class

Not applicable.

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

Not applicable.

Item 8  Identification and Classification of Members of the Group

Not applicable.

Item 9  Notice of Dissolution of Group

Not applicable.

Item 10  Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
 
 
 
 
5
 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of  February 1, 2013.


CHINA  INVESTMENT CORPORATION
 
By:
/s/ Lou Jiwei
 
Name:   Lou Jiwei
 
Title:     Chairman & CEO
   
   
LAND BREEZE II S.À R.L.
   
By:
/s/ Wang Hui
 
Name:   Wang Hui
 
Title:     Manager A
   
   
By:
/s/ Emmanuel Réveillaud
 
Name:   Emmanuel Réveillaud
 
Title:     Manager B

 
 
 
6
 
 

 


Exhibit Index

Exhibit A
Joint Filing Agreement, dated June 1, 2010, between China Investment Corporation and Land Breeze II S.À R.L.†


†
Previously filed on June 2, 2010.

 
 

 

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