Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
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.
|
|
|
|
|
CUSIP No. 697660207 (American Depositary Shares)
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting persons.
Braslyn Ltd.
|
|
2
|
|
Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
|
|
3
|
|
SEC use only.
|
|
4
|
|
Citizenship or place of
organization.
Bahamas
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
Sole voting power.
0
|
|
|
6
|
|
Shared voting power.
3,192,244 American Depositary Shares (representing 79,806,100 Common
Shares)*
|
|
|
7
|
|
Sole dispositive power.
0
|
|
|
8
|
|
Shared dispositive power.
3,192,244 American Depositary Shares (representing 79,806,100 Common
Shares)*
|
|
|
|
|
|
|
|
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person.
3,192,244 American Depositary Shares (representing 79,806,100 Common Shares)*
|
|
10
|
|
Check if the aggregate amount in row
(9) excludes certain shares (see instructions).
☐
|
|
11
|
|
Percent of class represented by amount
in row (9).
4.5% of the Common Shares**
|
|
12
|
|
Type of reporting person
CO
|
|
*
|
Each ADS represents 25 Common Shares.
|
|
**
|
Based on 1,763,702,614 Common Shares stated to be outstanding as of August 30, 2019 by the Issuer on its
website.
|
|
|
|
|
|
CUSIP No. 697660207 (American Depositary Shares)
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting persons.
Hidden Lake S.A.
|
|
2
|
|
Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
|
|
3
|
|
SEC use only.
|
|
4
|
|
Citizenship or place of
organization.
Argentina
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
Sole voting power.
0
|
|
|
6
|
|
Shared voting power.
74,361,449 Common Shares
|
|
|
7
|
|
Sole dispositive power.
0
|
|
|
8
|
|
Shared dispositive power.
74,361,449 Common
Shares
|
|
|
|
|
|
|
|
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person.
74,361,449 Common Shares
|
|
10
|
|
Check if the aggregate amount in row
(9) excludes certain shares (see instructions).
☐
|
|
11
|
|
Percent of class represented by amount
in row (9).
4.2% of the Common Shares*
|
|
12
|
|
Type of reporting person
CO
|
|
*
|
Based on 1,763,702,614 Common Shares stated to be outstanding as of August 30, 2019 by the Issuer on its
website.
|
|
|
|
|
|
CUSIP No. 697660207 (American Depositary Shares)
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Name of
reporting persons.
Joe Lewis
|
|
2
|
|
Check the appropriate box if a member
of a group. (See instructions)
(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.
74,361,449 Common Shares
3,192,244 American Depositary Shares (representing 79,806,100 Common
Shares)*
|
|
|
7
|
|
Sole dispositive power.
0
|
|
|
8
|
|
Shared dispositive power.
74,361,449 Common Shares
3,192,244 American Depositary Shares (representing 79,806,100 Common
Shares)*
|
|
|
|
|
|
|
|
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person.
74,361,449 Common Shares
3,192,244 American Depositary Shares (representing 79,806,100 Common Shares)*
|
|
10
|
|
Check box if the aggregate amount in
row (9) excludes certain shares (see instructions).
☐
|
|
11
|
|
Percent of class represented by amount
in row (9).
8.7% of the Common Shares**
|
|
12
|
|
Type of reporting person
IN
|
|
*
|
Each ADS represents 25 Common Shares.
|
|
**
|
Based on 1,763,702,614 Common Shares stated to be outstanding as of August 30, 2019 by the Issuer on its
website.
|
|
Item 1(a).
|
Name of Issuer:
|
Pampa Energía S.A. (Pampa Energy Inc.) (the “Issuer”)
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
Maipú 1
C1084ABA
Buenos Aires, Argentina
|
Item 2(a).
|
Name of Person Filing:
|
This Schedule 13G is jointly filed by Braslyn Ltd. (“Braslyn”), Hidden Lake S.A. (“Hidden Lake”) and Joe Lewis (together
with Braslyn and Hidden Lake, the “Reporting Persons”). Joe Lewis is the sole indirect beneficial owner of, and controls, each of Hidden Lake and Braslyn.
|
Item 2(b).
|
Address of Principal Business Office, or, if none, Residence:
|
The principal business address for Braslyn and Joe Lewis is Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas. The
principal business address for Hidden Lake is Avenida del Libertador 602, Piso 3, CABA, Argentina.
Braslyn is a corporation organized under the laws of the Bahamas. Hidden Lake is a company (sociedade anónima) organized under the laws
of Argentina. Joe Lewis is a citizen of the United Kingdom.
|
Item 2(d).
|
Title of Class of Securities:
|
Common Shares, par value Ps.1.00 per share (the “Common Shares”) and American Depositary Shares (“ADSs”), each representing
25 Common Shares.
The CUSIP number for the ADSs is 697660207. No CUSIP number exists for the underlying Common Shares since such shares are not traded in the
United States.
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
(a) Amount beneficially owned:
Braslyn and Joe Lewis beneficially own 3,192,244 ADSs, representing 79,806,100 Common Shares. Hidden Lake and Joe Lewis beneficially own
74,361,449 Common Shares. The Reporting Persons beneficially own the equivalent of 154,167,549 Common Shares.
(b) Percent of class:
The Common Shares underlying the ADSs beneficially owned by Braslyn and Joe Lewis represent 4.5% of the Issuer’s outstanding Common
Shares. The Common Shares beneficially owned by Hidden Lake and Joe Lewis represent 4.2% of the Issuer’s outstanding Common Shares. The Reporting Persons may be deemed to beneficially own in the aggregate 8.7% of the Issuer’s outstanding
Common Shares. All percentages are based on 1,763,702,614 Common Shares stated to be outstanding as of August 30, 2019 by the Issuer on its website.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
Braslyn, Hidden Lake and Joe Lewis do not have the sole power to vote or direct the vote of any ADSs or Common Shares.
(ii) Shared power to vote or to direct the vote:
Braslyn and Joe Lewis have shared voting power with respect to the 3,192,244 ADSs, which represent 79,806,100 Common Shares, they beneficially
own. Hidden Lake and Joe Lewis have shared voting power with respect to the 74,361,449 Common Shares they beneficially own.
(iii) Sole
power to dispose or direct the disposition of:
Braslyn, Hidden Lake and Joe Lewis do not have the sole power to dispose or direct the
disposition of any ADSs or Common Shares.
(iv) Shared power to dispose or to direct the disposition of:
Braslyn and Joe Lewis have shared dispositive power with respect to the 3,192,244 ADSs, which represent 79,806,100 Common Shares, they
beneficially own. Hidden Lake and Joe Lewis have shared dispositive power with respect to the 74,361,449 Common Shares they beneficially own.
|
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.
|
Only Braslyn has the right to receive dividends and the proceeds from the sale of the ADSs held by Braslyn. Only Hidden Lake has the right to
receive dividends and the proceeds from the sale of the Common Shares held by Hidden Lake.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported 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.
(d) 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.
Exhibits
|
|
|
|
|
1
|
|
Joint Filing Agreement, dated September 5, 2019, among the Reporting Persons.
|
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.
Dated: September 5, 2019
|
|
|
|
|
BRASLYN LTD.
|
|
|
|
|
By:
|
|
/s/ Jason C. Callender
|
|
Name:
|
|
Jason C. Callender
|
|
Title:
|
|
Director
|
|
|
|
HIDDEN LAKE S.A.
|
|
|
|
|
By:
|
|
/s/ Vera Hector Alejandro
|
|
Name:
|
|
Vera Hector Alejandro
|
|
Title:
|
|
Vice President
|
|
|
|
JOSEPH C. LEWIS
|
|
|
|
|
By:
|
|
/s/ Joseph C. Lewis
|
|
|
|
Joseph C. Lewis, Individually
|