0001193125-14-369793.txt : 20141016 0001193125-14-369793.hdr.sgml : 20141016 20141014060340 ACCESSION NUMBER: 0001193125-14-369793 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20141014 DATE AS OF CHANGE: 20141014 GROUP MEMBERS: COLONIAL FIRST STATE GROUP LTD GROUP MEMBERS: COLONIAL HOLDING CO LTD GROUP MEMBERS: COMMONWEALTH INSURANCE HOLDINGS LTD GROUP MEMBERS: FIRST STATE INVESTMENT MANAGEMENT (UK) LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED BREWERIES CO INC CENTRAL INDEX KEY: 0000888746 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60071 FILM NUMBER: 141153522 BUSINESS ADDRESS: STREET 1: AHUMADA 131 CITY: SANTIAGO CHILE STATE: F3 ZIP: 00000 BUSINESS PHONE: 2125305000 MAIL ADDRESS: STREET 1: VITACURA 2670 23RD FL CITY: SANTIAGO COUNTRY CHILE STATE: F3 ZIP: NA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH BANK OF AUSTRALIA CENTRAL INDEX KEY: 0000008565 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: GROUND FLOOR, TOWER 1 STREET 2: 201 SUSSEX STREET CITY: SYDNEY, NSW STATE: C3 ZIP: 2000 BUSINESS PHONE: (61-2) 9118 1335 MAIL ADDRESS: STREET 1: GROUND FLOOR, TOWER 1 STREET 2: 201 SUSSEX STREET CITY: SYDNEY, NSW STATE: C3 ZIP: 2000 SC 13G 1 d803457dsc13g.htm SC 13G SC 13G
    CUSIP NO. 204429104       Page 1 of 13

 

 

 

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

 

 

Compania Cervecerias Unidas S.A.

(United Breweries Company, Inc.)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

204429104

(CUSIP Number)

December 31, 2013**

Date of Event Which Requires Filing of the Statement

 

 

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

x 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 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).

 

** As a result of an administrative error, the reporting persons did not identify the securities reported herein as requiring a filing on Schedule 13G at the time the reporting persons exceeded the filing threshold. Upon discovering this oversight, the reporting persons promptly took steps to file this Schedule 13G, which speaks as of December 31, 2013.

 

 

 


    CUSIP NO. 204429104    13G    Page 2 of 13

 

 

  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)  x

 

  3.  

SEC USE ONLY

 

    

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Australian Capital Territory, Commonwealth of Australia

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      5.     

SOLE VOTING POWER

 

0

      6.     

SHARED VOTING POWER

 

26,159,580 *

      7.     

SOLE DISPOSITIVE POWER

 

0

      8.     

SHARED DISPOSITIVE POWER

 

26,159,580 *

 9.    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,159,580 *

10.  

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

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Approximately 7.08% (based on 369,502,872 shares outstanding per Form 6-K dated February 13, 2014)

12.  

TYPE OF REPORTING PERSON

 

BK/HC

 

* Held in the form of 21,151,280 shares of common stock and 2,504,150 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 Depositary Shares which are evidenced by the ADRs.


    CUSIP NO. 204429104    13G    Page 3 of 13

 

 

  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)  x

 

  3.  

SEC USE ONLY

 

    

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New South Wales, Commonwealth of Australia

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      5.     

SOLE VOTING POWER

 

0

      6.     

SHARED VOTING POWER

 

26,159,580 *

      7.     

SOLE DISPOSITIVE POWER

 

0

      8.     

SHARED DISPOSITIVE POWER

 

26,159,580 *

 9.    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,159,580 *

10.  

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

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Approximately 7.08% (based on 369,502,872 shares outstanding per Form 6-K dated February 13, 2014)

12.  

TYPE OF REPORTING PERSON

 

HC

 

* Held in the form of 26,159,580 shares of common stock and 2,504,150 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 Depositary Shares which are evidenced by the ADRs.


    CUSIP NO. 204429104    13G    Page 4 of 13

 

 

  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)  x

 

  3.  

SEC USE ONLY

 

    

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New South Wales, Commonwealth of Australia

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      5.     

SOLE VOTING POWER

 

0

      6.     

SHARED VOTING POWER

 

26,159,580 *

      7.     

SOLE DISPOSITIVE POWER

 

0

      8.     

SHARED DISPOSITIVE POWER

 

26,159,580 *

 9.    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,159,580 *

10.  

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

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Approximately 7.08% (based on 369,502,872 shares outstanding per Form 6-K dated February 13, 2014)

12.  

TYPE OF REPORTING PERSON

 

HC

 

* Held in the form of 26,159,580 shares of common stock and 2,504,150 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 Depositary Shares which are evidenced by the ADRs.


    CUSIP NO. 204429104    13G    Page 5 of 13

 

 

  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)  x

 

  3.  

SEC USE ONLY

 

    

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Victoria, Commonwealth of Australia

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      5.     

SOLE VOTING POWER

 

0

      6.     

SHARED VOTING POWER

 

26,159,580 *

      7.     

SOLE DISPOSITIVE POWER

 

0

      8.     

SHARED DISPOSITIVE POWER

 

26,159,580 *

 9.    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,159,580 *

10.  

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

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Approximately 7.08% (based on 369,502,872 shares outstanding per Form 6-K dated February 13, 2014)

12.  

TYPE OF REPORTING PERSON

 

HC

 

* Held in the form of 26,159,580 shares of common stock and 2,504,150 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 Depositary Shares which are evidenced by the ADRs.


    CUSIP NO. 204429104    13G    Page 6 of 13

 

 

  1.   

NAME OF REPORTING PERSON

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

 

First State Investment Management (UK) Limited

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3.  

SEC USE ONLY

 

    

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Edinburgh, United Kingdom

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      5.     

SOLE VOTING POWER

 

0

      6.     

SHARED VOTING POWER

 

20,730,722 *

      7.     

SOLE DISPOSITIVE POWER

 

0

      8.     

SHARED DISPOSITIVE POWER

 

20,730,722 *

 9.    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

20,730,722 *

10.  

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

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Approximately 5.61% (based on 369,502,872 shares outstanding per Form 6-K dated February 13, 2014)

12.  

TYPE OF REPORTING PERSON

 

IA/FI

 

* Held in the form of 16,933,650 shares of common stock and 1,898,536 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 Depositary Shares which are evidenced by the ADRs.


    CUSIP NO. 204429104    13G    Page 7 of 13

 

 

Item 1(a)    Name of Issuer: Compania Cervecerias Unidas S.A.
Item 1(b)    Address of Issuer’s Principal Executive Offices:
   Vitacura 2670, Twenty-Third Floor, Santiago, Chile
Item 2(a)    Name of Person Filing
Item 2(b)    Address of Principal Business Office
Item 2(c)    Citizenship
   Commonwealth Bank of Australia
   Ground Floor, Tower 1
   201 Sussex Street
   Sydney, New South Wales, 2000
   Commonwealth of Australia
   Australian Capital Territory
   Colonial Holding Company Limited
   Ground Floor, Tower 1
   201 Sussex Street
   Sydney, New South Wales, 2000.
   Commonwealth of Australia
   New South Wales
   Commonwealth Insurance Holdings Limited
   Ground Floor, Tower 1
   201 Sussex Street
   Sydney, New South Wales, 2000
   Commonwealth of Australia
   New South Wales
   Colonial First State Group Limited
   Ground Floor, Tower 1
   201 Sussex Street
   Sydney, New South Wales, 2000
   Commonwealth of Australia
   Victoria
   First State Investment Management (UK) Limited
   23 St Andrew Square
   Edinburgh EH2 1BB
   Scotland
Item 2(d)    Title of Class of Securities:
   Common Stock
Item 2(e)    CUSIP Number: 204429104


    CUSIP NO. 204429104    13G    Page 8 of 13

 

 

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)    x    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)    x    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)(K).
      If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: First State Investment Management (UK) Limited is an investment adviser registered pursuant to the law of the jurisdiction in which it is located.
   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 such 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:


    CUSIP NO. 204429104    13G    Page 9 of 13

 

 

   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:
    

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:
    

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.


    CUSIP NO. 204429104    13G    Page 10 of 13

 

 

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 its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 10th day of October, 2014.

Commonwealth Bank of Australia

 

By:  

/s/ Margaret Taylor

Name:   Margaret Taylor
Title:   Company Secretary

Colonial Holding Company Limited

 

By:  

/s/ Michael Venter

Name:  

Michael Venter

Title:   Director

Commonwealth Insurance Holdings Limited

 

By:  

/s/ Michael Venter

Name:  

Michael Venter

Title:   Director

Colonial First State Group Limited

 

By:  

/s/ Michael Venter

Name:  

Michael Venter

Title:   Director

First State Investment Management (UK) Limited

 

By:  

/s/ Gillian Davies

Name:  

Gillian Davies

Title:   Secretary


    CUSIP NO. 204429104    13G    Page 11 of 13

 

INDEX TO EXHIBITS

 

Exhibit
No.

  

Exhibit

99.1    Joint Filing Agreement
99.2    Item 7 Information
EX-99.1 2 d803457dex991.htm EX-99.1 EX-99.1
    CUSIP NO. 204429104    13G    Page 12 of 13

 

Exhibit 99.1

Joint Filing Agreement

October 10, 2014

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Commonwealth Bank of Australia, Colonial Holding Company Limited, Commonwealth Insurance Holdings Limited, Colonial First State Group Limited, and First State Investment Management (UK) Limited each hereby agree to the joint filing of this statement on Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.

Commonwealth Bank of Australia

 

By:  

/s/ Margaret Taylor

Name:   Margaret Taylor
Title:   Company Secretary

Colonial Holding Company Limited

 

By:  

/s/ Michael Venter

Name:  

Michael Venter

Title:   Director

Commonwealth Insurance Holdings Limited

 

By:  

/s/ Michael Venter

Name:  

Michael Venter

Title:   Director

Colonial First State Group Limited

 

By:  

/s/ Michael Venter

Name:  

Michael Venter

Title:   Director

First State Investment Management (UK) Limited

 

By:  

/s/ Gillian Davies

Name:   Gillian Davies
Title:   Secretary
EX-99.2 3 d803457dex992.htm EX-99.2 EX-99.2
    CUSIP NO. 204429104    13G    Page 13 of 13

 

Exhibit 99.2

Item 7 Information

The securities being reported on by the reporting persons herein as parent holding companies are owned, or may be deemed to be beneficially owned as follows:

 

Company

  

Type of Company            .

First State Investment Management (UK) Limited

   IA (UK registered)

First State Investments International Limited

   IA (UK registered)

First State Investments (Singapore)

   IA (SNG registered)