0000902664-19-002858.txt : 20190627 0000902664-19-002858.hdr.sgml : 20190627 20190627103854 ACCESSION NUMBER: 0000902664-19-002858 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190627 DATE AS OF CHANGE: 20190627 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Univar Inc. CENTRAL INDEX KEY: 0001494319 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 261251958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88904 FILM NUMBER: 19923425 BUSINESS ADDRESS: STREET 1: 3075 HIGHLAND PARKWAY STREET 2: SUITE 200 CITY: DOWNERS GROVE STATE: IL ZIP: 60515 BUSINESS PHONE: 331-777-6000 MAIL ADDRESS: STREET 1: 3075 HIGHLAND PARKWAY STREET 2: SUITE 200 CITY: DOWNERS GROVE STATE: IL ZIP: 60515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCI Fund Management Ltd CENTRAL INDEX KEY: 0001647251 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 7 CLIFFORD STREET CITY: LONDON STATE: X0 ZIP: W1S2FT BUSINESS PHONE: 02074402330 MAIL ADDRESS: STREET 1: 7 CLIFFORD STREET CITY: LONDON STATE: X0 ZIP: W1S2FT SC 13G 1 p19-1463sc13g.htm UNIVAR INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 

Univar Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

91336L107

(CUSIP Number)
 

June 17, 2019

(Date of 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)
 
(Page 1 of 8 Pages)

 

______________________________

*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. 91336L10713GPage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

TCI Fund Management Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

14,690,728

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

14,690,728

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,690,728

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.66%

12

TYPE OF REPORTING PERSON

CO

         

 

 

 

CUSIP No. 91336L10713GPage 3 of 8 Pages

 

1

NAME OF REPORTING PERSON

Christopher Hohn

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

14,690,728

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

14,690,728

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,690,728

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.66%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 91336L10713GPage 4 of 8 Pages

 

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is Univar Inc. (the "Company").  

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive offices are located at 3075 Highland Parkway, Suite 200 Downers Grove, Illinois 60515.

 

Item 2(a). NAME OF PERSON FILING
   
  (i)  TCI Fund Management Limited, a United Kingdom private limited company ("TCIF UK"), with respect to the Shares (as defined in Item 2(d) below), held by The Children's Investment Master Fund, a Cayman Islands exempted company (the "TCI Fund") and Talos Capital DAC, a private limited company incorporated under the laws of Ireland ("Talos"); and
   
 

(ii) Christopher Hohn ("Mr. Hohn", and together with TCIF UK, the "Reporting Persons"), with respect to the Shares directly held by the TCI Fund and Talos.

 

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  (i) TCIF UK:  7 Clifford Street, London, W1S 2FT, United Kingdom;
   
  (ii) Mr. Hohn:  7 Clifford Street, London, W1S 2FT, United Kingdom.

 

Item 2(c). CITIZENSHIP
   
  TCIF UK is a private limited company organized under the laws of the United Kingdom.  Mr. Hohn is a citizen of the United Kingdom.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.01 per share (the "Shares")

 

Item 2(e). CUSIP NUMBER
   
  91336L107

 

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 Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;

 

 

CUSIP No. 91336L10713GPage 5 of 8 Pages

 

  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (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 Rule 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 Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: __________________________

 

Item 4. OWNERSHIP
   
  The percentages used herein are calculated based upon the 169,724,305 Shares reported to be outstanding as of April 30, 2019 in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 filed by the Company with the Securities and Exchange Commission on May 9, 2019.
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
   
  TCIF UK is the investment manager of both TCI Fund and Talos.  Christopher Hohn is the Managing Director of TCIF UK.  By reason of the provisions of Rule 13d-3 of the Act, Mr. Hohn may be deemed to beneficially own the Shares held by the TCI Fund and Talos.  
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Shares reported herein.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.  

 

 

CUSIP No. 91336L10713GPage 6 of 8 Pages

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  See Item 2 and Item 4.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  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. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its 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.  

 

 

CUSIP No. 91336L10713GPage 7 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: June 27, 2019

 

TCI Fund Management Limited    
     
     
/s/ Christopher Hohn    
Name:  Christopher Hohn    
Title:    Managing Director    
     
/s/ Christopher Hohn    
Christopher Hohn    

 

 

CUSIP No. 91336L10713GPage 8 of 8 Pages

 

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: June 27, 2019

 

TCI Fund Management Limited    
     
     
/s/ Christopher Hohn    
Name:  Christopher Hohn    
Title:    Managing Director    
     
/s/ Christopher Hohn    
Christopher Hohn