UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
Ternium S.A. |
(Name of Issuer) |
Ordinary Shares, $1.00 par value per share |
(Title of Class of Securities) |
Fernando R. Mantilla, Av. Leandro N. Alem 1067, 28th Floor, Buenos Aires, Argentina, |
Telephone: +54-11-4018-2245 |
(Name, Address and Telephone number of Person Authorized to |
Receive Notices and Communications) |
November 18, 2015 |
(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 Rule 13d–7 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).
1. |
NAMES OF REPORTING PERSONS |
|
|
|
ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN |
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
00-0000000 |
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
|
|
(a) ¨ |
|
|
|
|
|
(b) ¨ |
|
|
|
3. |
SEC USE ONLY |
|
|
|
|
4. |
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
N/A |
|
|
5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
|
|
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
THE NETHERLANDS |
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7.
|
SOLE VOTING POWER: 0 |
8.
|
SHARED VOTING POWER: 1,473,146,306 |
9.
|
SOLE DISPOSITIVE POWER: 0 |
10. |
SHARED DISPOSITIVE POWER: 1,473,146,306
|
|
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 1,473,146,306 |
|
|
|
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
¨ |
|
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5% |
|
|
|
|
14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): HC |
|
|
|
|
1. |
NAMES OF REPORTING PERSONS |
|
|
|
SAN FAUSTIN S.A. |
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
00-0000000 |
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
|
|
(a) ¨ |
|
|
|
|
|
(b) ¨ |
|
|
|
3. |
SEC USE ONLY |
|
|
|
|
4. |
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
N/A |
|
|
5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
|
|
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
GRAND DUCHY OF LUXEMBOURG |
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7.
|
SOLE VOTING POWER: 0 |
8.
|
SHARED VOTING POWER: 1,473,146,306 |
9.
|
SOLE DISPOSITIVE POWER: 0 |
10. |
SHARED DISPOSITIVE POWER: 1,473,146,306
|
|
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 1,473,146,306 |
|
|
|
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
¨ |
|
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5% |
|
|
|
|
14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
|
|
|
|
1. |
NAMES OF REPORTING PERSONS |
|
|
|
TECHINT HOLDINGS S.À R.L. |
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
00-0000000 |
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
|
|
(a) ¨ |
|
|
|
|
|
(b) ¨ |
|
|
|
3. |
SEC USE ONLY |
|
|
|
|
4. |
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
N/A |
|
|
5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
|
|
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
GRAND DUCHY OF LUXEMBOURG |
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7.
|
SOLE VOTING POWER: 1,243,433,012 |
8.
|
SHARED VOTING POWER: 229,713,294 |
9.
|
SOLE DISPOSITIVE POWER: 1,243,433,012 |
10. |
SHARED DISPOSITIVE POWER: 229,713,294
|
|
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 1,473,146,306 |
|
|
|
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
¨ |
|
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5% |
|
|
|
|
14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
|
|
|
|
1. |
NAMES OF REPORTING PERSONS |
|
|
|
TENARIS S.A. |
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
00-0000000 |
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
|
|
(a) ¨ |
|
|
|
|
|
(b) ¨ |
|
|
|
3. |
SEC USE ONLY |
|
|
|
|
4. |
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
N/A |
|
|
5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
|
|
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
GRAND DUCHY OF LUXEMBOURG |
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7.
|
SOLE VOTING POWER: 0 |
8.
|
SHARED VOTING POWER: 1,473,146,306 |
9.
|
SOLE DISPOSITIVE POWER: 0 |
10. |
SHARED DISPOSITIVE POWER: 1,473,146,306
|
|
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 1,473,146,306 |
|
|
|
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
¨ |
|
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5% |
|
|
|
|
14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
|
|
|
|
1. |
NAMES OF REPORTING PERSONS |
|
|
|
TENARIS INVESTMENTS S.À R.L. |
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
00-0000000 |
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
|
|
(a) ¨ |
|
|
|
|
|
(b) ¨ |
|
|
|
3. |
SEC USE ONLY |
|
|
|
|
4. |
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
N/A |
|
|
5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
|
|
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
GRAND DUCHY OF LUXEMBOURG |
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7.
|
SOLE VOTING POWER: 229,713,194 |
8.
|
SHARED VOTING POWER: 1,243,433,112 |
9.
|
SOLE DISPOSITIVE POWER: 229,713,194 |
10. |
SHARED DISPOSITIVE POWER: 1,243,433,112
|
|
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 1,473,146,306 |
|
|
|
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
¨ |
|
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5% |
|
|
|
|
14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
|
|
|
|
1. |
NAMES OF REPORTING PERSONS |
|
|
|
INVERBAN S.A. |
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
00-0000000 |
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
|
(a) ¨ |
|
|
|
|
(b) ¨ |
|
|
3. |
SEC USE ONLY |
|
|
|
|
4. |
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
WC |
|
|
5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
|
|
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
CAYMAN ISLANDS |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7. |
SOLE VOTING POWER: 100
|
8. |
SHARED VOTING POWER: 1,473,146,206
|
9. |
SOLE DISPOSITIVE POWER: 100
|
10. |
SHARED DISPOSITIVE POWER: 1,473,146,206
|
|
|
11. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,473,146,306 |
|
|
|
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
¨ |
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5% |
|
|
|
|
14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
|
|
|
|
1. |
NAMES OF REPORTING PERSONS |
|
|
|
TECHINT FINANCIAL CORPORATION |
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
00-0000000 |
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
|
(a) ¨ |
|
|
|
|
(b) ¨ |
|
|
3. |
SEC USE ONLY |
|
|
|
|
4. |
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
N/A |
|
|
5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨ |
|
|
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
PANAMA |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7. |
SOLE VOTING POWER: 0
|
8. |
SHARED VOTING POWER: 1,473,146,306
|
9. |
SOLE DISPOSITIVE POWER: 0
|
10. |
SHARED DISPOSITIVE POWER: 1,473,146,306
|
|
|
11. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,473,146,306 |
|
|
|
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
¨ |
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5% |
|
|
|
|
14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
|
|
|
|
1. |
NAMES OF REPORTING PERSONS |
|
|
|
AROTEC INVESTMENTS BV
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
00-0000000 |
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
|
(a) ¨ |
|
|
|
|
|
(b) ¨ |
|
|
3. |
SEC USE ONLY |
|
|
|
|
4. |
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
N/A |
|
|
5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ] |
|
|
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
NETHERLANDS |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7. |
SOLE VOTING POWER: 0
|
8. |
SHARED VOTING POWER: 1,473,146,306
|
9. |
SOLE DISPOSITIVE POWER: 0
|
10. |
SHARED DISPOSITIVE POWER: 1,473,146,306
|
|
|
11. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,473,146,306 |
|
|
|
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
¨ |
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5% |
|
|
|
|
14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
|
|
|
|
This Amendment No. 2 amends and supplements the Amendment No.
1 to Schedule 13D originally filed on February 13, 2012 (this "Amendment No. 2") on behalf of RP STAK, SAN FAUSTIN, TECHINT
HOLDINGS, TENARIS, TENARIS INVESTMENTS, AROTEC, TEFIN and INVERBAN (as defined thereunder), relating to the Ordinary Shares, par
value $1 per share of Ternium S.A. (the “Ordinary Shares”).
No changes occurred except on the following Items:
Item 2. Identity and Background
This Schedule 13D is being jointly filed
by each of the following persons pursuant to Rule 13d-1(k) (collectively, the “Reporting Persons”).
| (a) | ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN (“RP STAK”) |
Wilhelminakade 91 – 3072
AP Rotterdam, The Netherlands.
RP STAK is a private foundation
(stichting) organized under the laws of The Netherlands. No person or group of persons controls RP STAK.
| (b) | SAN FAUSTIN S.A. (“SAN FAUSTIN”) |
Boulevard Prince Henri 3B – 3rd floor, L-1724
Luxembourg, Grand-Duchy of Luxembourg.
SAN FAUSTIN is a société
anonyme (public limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. RP STAK continues to
control SAN FAUSTIN (i.e. it continues to have the ability to influence matters affecting, or submitted to a vote of the shareholders
of SAN FAUSTIN, including the election of directors and the approval of certain corporate transactions and other matters concerning
SAN FAUSTIN’s policies).
| (c) | TECHINT HOLDINGS S.À R.L. (“TECHINT HOLDINGS”) |
Boulevard Prince Henri 3B–
3rd floor, L-1724 Luxembourg, Grand-Duchy of Luxembourg.
TECHINT HOLDINGS is a société
à responsabilité limitée (private limited liability company) organized under the laws of the Grand-Duchy
of Luxembourg. All of the shares of TECHINT HOLDINGS are held by SAN FAUSTIN.
| (d) | TENARIS S.A. (“TENARIS”) |
29, Avenue de la Porte-Neuve,
3rd Floor, Luxembourg L-2227, Grand-Duchy of Luxembourg.
TENARIS is a
société anonyme (public limited liability company) organized under the laws of the Grand-Duchy of Luxembourg.
Approximately 60.4% of the shares of TENARIS are held by TECHINT HOLDINGS.
| (e) | TENARIS INVESTMENTS S.À R.L. (“TENARIS INVESTMENTS”) |
29, Avenue de la Porte-Neuve,
3rd Floor, Luxembourg L-2227, Grand-Duchy of Luxembourg.
TENARIS INVESTMENTS
S.À R.L. is a société à responsabilité limitée (private limited liability company)
organized under the laws of the Grand-Duchy of Luxembourg. All of the shares of TENARIS INVESTMENTS are held by TENARIS.
| (f) | AROTEC INVESTMENTS B.V. (“AROTEC”) |
Wilhelminakade 91 – 3072
AP Rotterdam, The Netherlands.
AROTEC is a
private limited liability company organized under the laws of the Netherlands. All of the shares of AROTEC are held by TECHINT
HOLDINGS.
| (g) | TECHINT FINANCIAL CORPORATION (“TEFIN”) |
TEFIN is a
public limited liability company, formerly organized under the laws of Curaçao and now continued under the laws of Panama.
The de-registration from the Curaçao Commercial Register was effective on December 3, 2014 (this can be verified online
in the website of the Curaçao Commercial Register: http://www.curacao-chamber.cw/) and the filing of the continuation
of TEFIN in the Public Register of Panama was effective on December 22, 2014 (this can be verified online in the website of the
Public Register of Panama: http://www.registro-publico.gob.pa/es). All of the shares of TEFIN are held by AROTEC.
| (h) | INVERBAN S.A. (“INVERBAN”) |
69 Dr. Roy's Drive, George Town,
Grand Cayman, Cayman Islands.
INVERBAN S.A. is a limited liability company organized under the laws of the Cayman Islands. All
of the shares of INVERBAN S.A. are held by TEFIN.
The name, present principal occupation
or employment (and the name, principal business and address of any corporation or other organization in which such employment is
conducted) and citizenship of each voting committee member, executive officer or director, as applicable, of each Reporting Person
are set forth in Schedule I and is incorporated into this Item 2 by reference. The name, present principal occupation or employment
(and the name, principal business and address of any corporation or other organization in which such employment is conducted) and
citizenship of each executive officer of each Reporting Person is set forth in Schedule I and is incorporated into this Item 2
by reference.
During the last five years, none of the
Reporting Persons, nor, to the knowledge of the Reporting Persons, none of the persons listed on Schedule I has (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws
or finding any violation with respect to such laws.
Information with respect to each of the
Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or
completeness of information given by another Reporting Person.
Item 3. Source and
Amount of Funds or Other Consideration
INVERBAN sold from March 8, 2012 to March
12, 2012 in the open market 6,629,270 Ordinary Shares (represented by ADR’s) for a total aggregate price of USD 15,452,820.
Those sales were not reported because they were below the reporting obligation’s threshold.
The events requiring the filing of
this Amendment No. 2 did not involve any transfer of funds or any kind of consideration. It is due to some changes in (i) the
domicile and jurisdiction of TEFIN and (ii) the composition of the board of directors and executive officers of some of the
Reporting Persons.
Item 4. Purpose of
Transaction
The filing of this Amendment No. 2 is due
to some minor changes in the composition of the Board of Directors or executive officers of some of the Reporting Persons and the
change of domicile and jurisdiction of TEFIN.
Other than the above-mentioned sale of
shares made by INVERBAN, there were no changes in the holdings of Ordinary Shares of RP STAK, SAN FAUSTIN, TECHINT HOLDINGS, TENARIS,
TENARIS INVESTMENTS, AROTEC and TEFIN since such Reporting Persons filed their most recent Amendment No. 1 to Schedule 13D on February
13, 2012. RP STAK continues to control SAN FAUSTIN (i.e. it continues to have the ability to influence matters affecting, or submitted
to a vote of the shareholders of SAN FAUSTIN, including the election of directors and the approval of certain corporate transactions
and other matters concerning SAN FAUSTIN’s policies).
Item 5. Interest in Securities of the Issuer
| (a) (b) | RP STAK. See items (7) through (11) and (13) on page
2 |
SAN FAUSTIN. See items (7) through (11) and (13) on
page 3
TECHINT HOLDINGS. See items (7) through (11) and (13)
on page 4
TENARIS. See items (7) through (11) and (13) on page
5
TENARIS INVESTMENTS. See items (7) through (11) and
(13) on page 6
INVERBAN. See items (7) through (11) and (13) on page
7
TEFIN. See items (7) through (11) and (13) on page
8
AROTEC. See items (7) through (11) and (13) on page
9
| (c) | There have been no transactions in Ordinary Shares effected by the Reporting Persons or, to the
best of the Reporting Person's knowledge, any person or entity identified on Schedule I hereto, during the last 60 days. |
Item 7. Material to Be Filed as Exhibits
| A | Power of Attorney of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN dated
February 4, 2011.* |
| B | Power of Attorney of San Faustín S.A. dated
February 4, 2011.* |
| C | Power of Attorney of Techint Holdings S.à r.l., dated February 3, 2011.* |
| D | Power of Attorney of Tenaris S.A., dated February
3, 2011.* |
| E | Power of Attorney of Tenaris Investments S.à
r.l., dated February 3, 2011.* |
| F | Power of Attorney of Arotec Investments B.V., dated
February 3, 2012.** |
| G | Power of Attorney of Techint Financial Corporation N.V. (now continued as Techint Financial Corporation),
dated February 3, 2012.** |
| H | Power of Attorney of Inverban S.A., dated February
3, 2012.†** |
* Previously
filed as an exhibit to the Schedule 13D of Ternium S.A. dated February 14th, 2011 and incorporated by reference
in this Amendment No. 2 to Schedule 13D.
**Previously filed as an exhibit to the Amendment
No. 1 to Schedule 13D of Ternium S.A. dated February 13th, 2012 and incorporated by reference in this Amendment No.
2. to Schedule 13D.
Schedule I
ROCCA & PARTNERS STICHTING
ADMINISTRATIEKANDOOR AANDELEN SAN FAUSTIN
MANAGEMENT
Manager |
|
Business Address |
|
Present Principal
occupation |
|
Citizenship |
Zenco Management BV |
|
Wilhelminakade 91, 3072 AP,
Rotterdam, Netherlands |
|
Management Company |
|
Dutch |
VOTING COMMITTEE
Members |
|
Business Address |
|
Present principal
occupation |
|
Citizenship |
Paolo Rocca (Chairman) |
|
Av. Leandro N. Alem 1067,
29th floor, Buenos Aires, Argentina |
|
Chairman & CEO of Tenaris S.A. |
|
Italian |
Gianfelice Rocca |
|
Via Monte Rosa 93, Milano, Italy |
|
Chairman of San Faustin S.A. |
|
Italian |
Roberto Bonatti |
|
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina |
|
President of San Faustin S.A. |
|
Italian |
Enrico Bonatti |
|
Flat 7 81 Onslow Square SW7 3LT London, UK |
|
Director of Tenaris Global Services (UK) Ltd. |
|
Italian |
Giovanni Sardagna |
|
Via Monte Rosa 93, Milano, Italy |
|
Director of Investors’ relations of Tenaris S.A. |
|
Italian |
Andres Piñeyro |
|
Cerrito 1266, Buenos Aires,
Argentina |
|
President of Meridium S.A. |
|
Argentine |
Lodovico Rocca |
|
Hipolito Bouchard 557, 17°
Floor, Buenos Aires, Argentina. |
|
President of Techint E&C, Uruguay |
|
Italian |
SAN FAUSTIN S.A.
BOARD OF DIRECTORS
Name |
|
Business Address |
|
Present principal
occupation |
|
Citizenship |
Gianfelice Rocca |
|
Via Monte Rosa 93, Milan, Italy |
|
Chairman of San Faustin S.A. |
|
Italian |
Roberto Bonatti |
|
Av. Leandro N. Alem 1067, 29th floor,
Buenos Aires, Argentina |
|
President of San Faustin S.A. |
|
Italian |
Paolo Rocca |
|
Av. Leandro N. Alem 1067, 29th floor,
Buenos Aires, Argentina |
|
Chairman & CEO of Tenaris S.A. |
|
Italian |
Guido Bonatti |
|
Via Donizetti 57, Milan, Italy |
|
Financial Advisor |
|
Italian |
Marco Drago |
|
13, via Cattaneo, Novara, Italy |
|
Chairman, De Agostini SpA |
|
Italian |
Vincenzo Figus |
|
Via Parigi 11, Roma, Italy |
|
Attorney-at-Law |
|
Italian |
Bob Kneip |
|
26/28 rue E. Steichen L-2540 Luxembourg |
|
CEO of Kneip Luxembourg |
|
Luxembourger |
Andres Piñeyro |
|
Cerrito 1266, Buenos Aires, Argentina |
|
President, Meridium S.A., Buenos Aires |
|
Argentine |
Lodovico Rocca |
|
Hipolito Bouchard 557, 17° Floor, Buenos Aires, Argentina. |
|
President of Techint E&C, Uruguay |
|
Italian |
Giovanni Sardagna |
|
Via Monte Rosa 93, Milan, Italy |
|
Director of Investors’ relations of Tenaris S.A. |
|
Italian |
Alberto Valsecchi |
|
Av. Leandro N. Alem 1067, 29th floor,
Buenos Aires, Argentina |
|
President, Dalmine SpA, Bergamo, Italy |
|
Italian |
Roberto Vidigal |
|
Rua Manoel Coelho 303, São Paulo, Brazil |
|
Chairman of the Board of Directors, Confab Industrial S.A., Brazil |
|
Brazilian |
OFFICERS
Name |
|
Business Address |
|
Present principal occupation |
|
Citizenship |
Chairman of the Board
Gianfelice Rocca |
|
Via Monte Rosa 93, Milan, Italy |
|
Chairman of San Faustin S.A. |
|
Italian |
President
Roberto Bonatti |
|
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina |
|
President of San Faustin S.A. |
|
Italian |
Vice-president
Paolo Rocca |
|
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina |
|
Chairman & CEO of Tenaris S.A. |
|
Italian |
Secretary of the Board of Directors
Fernando Ricardo Mantilla |
|
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina |
|
Secretary of the Board of Directors |
|
Argentine |
Assistant Secretary of the Board of Directors
Fernando Jorge Mantilla |
|
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina |
|
Attorney at law |
|
Argentine |
Assistant Secretary of the Board of Directors
Juan Pablo Boo |
|
3B Boulevard Prince Henri, 3rd floor, Luxembourg L 1724, Luxembourg |
|
General Manager San Faustin S.A. |
|
U.S.A. |
TECHINT HOLDINGS S.à r.l.
BOARD OF DIRECTORS
Name |
|
Business Address |
|
Present principal
occupation |
|
Citizenship |
Carlos M. Franck |
|
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires,
Argentina |
|
President of Santa Maria SAIyF. |
|
Argentine |
Alain Renard |
|
41 boulevard Royal L-2449 Luxembourg Grand Duchy of
Luxembourg |
|
Member of the Executive Committee of Atalux |
|
French |
Juan P. Boo |
|
3B Boulevard Prince Henri, 3rd floor, Luxembourg L 1724, Luxembourg |
|
General Manager San Faustin S.A. |
|
U.S.A. |
Gianfelice M. Rocca
(Chairman) |
|
Via Monterosa 93, Milan, Italy |
|
Chairman of San Faustin S.A. |
|
Italian |
TENARIS S.A.
BOARD OF DIRECTORS
Name |
|
Business Address |
|
Present principal
occupation |
|
Citizenship |
Paolo Rocca |
|
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina |
|
Chairman & CEO of Tenaris S.A. |
|
Italian |
Roberto Bonatti |
|
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina |
|
President of San Faustin S.A. |
|
Italian |
Carlos A. Condorelli |
|
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina |
|
Director of Ternium S.A and Tenaris S.A. |
|
Argentine |
Carlos M. Franck |
|
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina |
|
President of Santa Maria SAIyF. |
|
Argentine |
Roberto Monti |
|
Sugarberry Circle 263, Houston, Texas, U.S.A. |
|
Director of Petrobras Energia |
|
Argentine |
Gianfelice Rocca |
|
Via Monte Rosa 93, Milan, Italy |
|
Chairman of San Faustin S.A. |
|
Italian |
Jaime Serra Puche |
|
Paseo de La Reforma 600, Piso 1, Edif. Plaza de la Reforma Santa Fe, Mexico |
|
Chairman of SAI Consultores |
|
Mexican |
Alberto Valsecchi |
|
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina |
|
Chairman of the Board of Directors of Dalmine SpA. |
|
Italian |
Amadeo R. Vazquez y Vazquez |
|
Austria 2670, Buenos Aires, Argentina |
|
Director of Gas Natural Ban S.A. |
|
Argentine |
Guillermo F. Vogel Hinojosa |
|
Campos Eliseos 400 Piso 17, Col. Chapultepec Polanco, Mexico |
|
Vice-President Finance, Tenaris S.A. |
|
Mexican |
OFFICERS
Name |
|
Business Address |
|
Present principal
occupation |
|
Citizenship |
Chief Executive Officer
Paolo Rocca |
|
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina |
|
Chairman & CEO of Tenaris S.A. |
|
Italian |
Chief Financial Officer
Edgardo Carlos |
|
2200 West Loop South, Suite 800, Houston, Texas, USA |
|
Chief Financial Officer, Tenaris SA |
|
Argentine |
Vice-president, Finance
Guillermo F. Vogel Hinojosa |
|
Campos Eliseos 400 Piso 17, Col. Chapultepec Polanco, Mexico |
|
Vice-President Finance, Tenaris S.A. |
|
Mexican |
Secretary of the Board of Directors
Cecilia Bilesio |
|
Campos Eliseos 400 Piso 17, Col. Chapultepec Polanco, Mexico |
|
Secretary of the Board of Directors of Tenaris S.A. |
|
Argentine |
TENARIS INVESTMENTS S.à r.l.
BOARD OF DIRECTORS
Name |
|
Business Address |
|
Present principal
occupation |
|
Citizenship |
Edgardo Carlos |
|
2200 West Loop South, Suite 800, Houston, Texas, USA |
|
Chief Financial Officer, Tenaris S.A. |
|
Argentine |
Carlos A. Condorelli |
|
Av. Leandro N. Alem 1067, 28th floor,
Buenos Aires, Argentina |
|
Director of Ternium S.A and Tenaris S A |
|
Argentine |
Juan Pablo Pandolfi |
|
29, Avenue de la Porte-Neuve, Luxembourg L-2227, Luxembourg |
|
Director of Tenaris Investments Sàrl |
|
Argentine |
AROTEC INVESTMENTS B.V.
BOARD OF DIRECTORS
Name |
|
Business Address |
|
Present principal
occupation |
|
Citizenship |
Johannes de Jong |
|
Wilhelminakade 91, Rotterdam 3072AP, Netherlands |
|
Auditor |
|
Dutch |
Jeroen Edwin Missaar |
|
Wilhelminakade 91, Rotterdam 3072AP, Netherlands |
|
Lawyer |
|
Dutch |
Juan Pablo Boo |
|
29, Avenue de la Porte-Neuve, 3rd Floor, Luxembourg, Grand-Duchy of Luxembourg |
|
General Manager of San Faustin S.A. |
|
U.S.A. |
Fernando R. Mantilla |
|
Av. Leandro N. Alem 1067, 28th floor,
Buenos Aires, Argentina |
|
Secretary of the Board of Directors of San Faustin S.A. |
|
Argentine |
TECHINT FINANCIAL CORPORATION
BOARD OF DIRECTORS
Name |
|
Business Address |
|
Present principal
occupation |
|
Citizenship |
Roberto Bonatti |
|
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina |
|
President of San Faustin S.A. |
|
Italian |
Guido Bonatti |
|
Via Donizetti 57, Milan, Italy |
|
Financial Advisor |
|
Italian |
Carlos M. Franck |
|
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina |
|
President of Santa Maria SAIF |
|
Argentine |
Herman John Behr |
|
Emancipatie Boulevard 31, Curacao |
|
Chairman of HBManagement, Curacao |
|
Curaçao |
Gianfelice Rocca |
|
Via Monte Rosa 93, Milan, Italy |
|
Chairman of San Faustin S.A. |
|
Italian |
Paolo Rocca |
|
Av. Leandro N. Alem 1067, 29th floor,
Buenos Aires, Argentina. |
|
Chairman & CEO of Tenaris S.A. |
|
Italian |
OFFICERS
Name |
|
Business Address |
|
Present principal
occupation |
|
Citizenship |
President
Roberto Bonatti |
|
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina |
|
President of San Faustin S.A., Luxembourg |
|
Italian |
Treasurer
Guido Bonatti |
|
Via Donizetti 57, Milan, Italy |
|
Financial Advisor, Italy |
|
Italian |
Secretary
Fernando J. Mantilla |
|
Av. Leandro N. Alem 1067, 28th floor,
Buenos Aires, Argentina |
|
Attorney at Law |
|
Argentine |
Assistant Secretary
Juan Pablo Boo |
|
3B, Boulevard du Prince Henri, L-1724 Luxembourg,
Luxembourg |
|
General Manager of San Faustin S.A., Luxembourg |
|
U.S.A. |
Assistant Secretary
Gonzalo Inciarte |
|
Luis A. Herrera 1248, World Trade Center Torre 3, 1
st Floor, Office 157, 11300 - Montevideo Uruguay |
|
Attorney at Law |
|
Uruguayan |
Assistant Secretary
Biancamaria Mazzucchelli |
|
Via Emilio Bossi 1, Piso 2° CH-6900 Lugano Suiza
|
|
President of San Faustin Lugano S.A. |
|
Swiss |
INVERBAN SA
BOARD OF DIRECTORS
Name |
|
Business Address |
|
Present principal
occupation |
|
Citizenship |
Guido Bonatti |
|
Via Donizetti 57, Milan, Italy |
|
Financial Advisor |
|
Italian |
Roberto Bonatti |
|
Av. Leandro N. Alem 1067, 29th floor,
Buenos Aires, Argentina |
|
Chairman of San Faustin S.A. |
|
Italian |
Carlos M. Franck |
|
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina |
|
President of Santa Maria SAIF |
|
Argentine |
Fernando R. Mantilla |
|
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina |
|
Secretary of the Board of Directors of San Faustin S.A. |
|
Argentine |
Herman John Behr |
|
Emancipatie Boulevard 31, Curacao |
|
Chairman of HBManagement |
|
Curaçao |
Juan Pablo Boo |
|
3B, Boulevard du Prince Henri, L-1724 Luxembourg, Luxembourg |
|
General Manager of San Faustin S.A., Luxembourg |
|
U.S.A. |
OFFICERS
Name |
|
Business Address |
|
Present principal
occupation |
|
Citizenship |
President
Carlos M. Franck |
|
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina |
|
President of Santa Maria SAIyF |
|
Argentine |
Vice-President
Guido Bonatti |
|
Via Donizetti 57, Milan, Italy |
|
Financial Advisor |
|
Italian |
Treasurer
Eduardo A. Ottino |
|
Pje. Della Paolera 299, 17th floor, Buenos Aires,
Argentina. |
|
Director of Techint Investments S.A. |
|
Argentine |
Secretary
Fernando R. Mantilla |
|
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina |
|
Secretary of the Board of Directors of San Faustin S.A. |
|
Argentine |
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I, Fernando R. Mantilla, attorney duly authorized by ROCCA & PARTNERS STICHTING
ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN to sign this statement, certify that the information set forth in this statement
is true, complete and correct.
Pursuant to Rule
13d-1(k)(1), the undersigned joins in the filing of this Amendment No. 2 to Schedule 13D on his own behalf and on behalf of
SAN FAUSTIN S.A., TECHINT HOLDINGS S.A.R.L., TENARIS S.A., TENARIS INVESTMENTS S.À R.L., INVERBAN S.A., AROTEC
INVESTMENTS B.V. and TECHINT FINANCIAL CORPORATION
November 18, 2015
|
/s/
Fernando R. Mantilla |
|
|
Fernando R. Mantilla |
|
|
Attorney-in-fact |
|
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I, Fernando R. Mantilla, attorney duly authorized by SAN FAUSTIN S.A. to sign this
statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule
13d - 1(k)(1), the undersigned joins in the filing of this Amendment No. 2 to Schedule 13D on his own behalf and on behalf of
ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, TECHINT HOLDINGS S.A.R.L., TENARIS S.A., TENARIS
INVESTMENTS S.À R.L., INVERBAN S.A., AROTEC INVESTMENTS B.V. and TECHINT FINANCIAL CORPORATION
November 18, 2015
|
/s/
Fernando R. Mantilla |
|
|
Fernando R. Mantilla |
|
|
Attorney-in-fact |
|
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I, Fernando R. Mantilla, attorney duly authorized by TECHINT HOLDINGS S.À R.L.
to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule
13d-1(k)(1), the undersigned joins in the filing of this Amendment No. 2 to Schedule 13D on his own behalf and on behalf of
ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TENARIS S.A., TENARIS INVESTMENTS
S.À R.L., INVERBAN S.A., AROTEC INVESTMENTS B.V. and TECHINT FINANCIAL CORPORATION.
November 18, 2015
|
/s/
Fernando R. Mantilla |
|
|
Fernando R. Mantilla |
|
|
Attorney-in-fact |
|
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I, Fernando R. Mantilla, attorney duly authorized by TENARIS S.A. to sign this statement,
certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule
13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 2 to Schedule 13D on his own behalf and on behalf of
ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.A.R.L.,
TENARIS INVESTMENTS S.À R.L., INVERBAN S.A., AROTEC INVESTMENTS B.V. and TECHINT FINANCIAL CORPORATION.
November 18, 2015
|
/s/
Fernando R. Mantilla |
|
|
Fernando R. Mantilla |
|
|
Attorney-in-fact |
|
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I, Fernando R. Mantilla, attorney duly authorized by TENARIS INVESTMENTS S.À
R.L. to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule
13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 2 to Schedule 13D on his own behalf and on behalf of
ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.A.R.L.,
TENARIS S.A., INVERBAN S.A., AROTEC INVESTMENTS B.V. and TECHINT FINANCIAL CORPORATION.
November 18, 2015
|
/s/
Fernando R. Mantilla |
|
|
Fernando R. Mantilla |
|
|
Attorney-in-fact |
|
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I, Fernando R. Mantilla, attorney duly authorized by AROTEC INVESTMENTS B.V. to sign
this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule
13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 2 to Schedule 13D on his own behalf and on behalf of
ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.A.R.L.,
TENARIS S.A., TENARIS INVESTMENTS SARL., INVERBAN S.A. and TECHINT FINANCIAL CORPORATION.
November 18, 2015
|
/s/
Fernando R. Mantilla |
|
|
Fernando R. Mantilla |
|
|
Attorney-in-fact |
|
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I, Fernando R. Mantilla, attorney duly authorized by TECHINT FINANCIAL CORPORATION
to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule
13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 2 to Schedule 13D on his own behalf and on behalf of
ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.A.R.L.,
TENARIS S.A., TENARIS INVESTMENTS SARL., AROTEC INVESTMENTS B.V. and INVERBAN S.A.
November 18, 2015
|
/s/
Fernando R. Mantilla |
|
|
Fernando R. Mantilla |
|
|
Attorney-in-fact |
|
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I, Fernando R. Mantilla, attorney duly authorized by INVERBAN S.A. to sign this statement,
certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule
13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 2 to Schedule 13D on his own behalf and on behalf of
ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.A.R.L.,
TENARIS S.A., TENARIS INVESTMENTS SARL., AROTEC INVESTMENTS B.V. and TECHINT FINANCIAL CORPORATION.
November 18, 2015
|
/s/
Fernando R. Mantilla |
|
|
Fernando R. Mantilla |
|
|
Attorney-in-fact |
|
Ternium (NYSE:TX)
Historical Stock Chart
From Apr 2024 to May 2024
Ternium (NYSE:TX)
Historical Stock Chart
From May 2023 to May 2024