UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Sociedad Quimica y Minera de Chile S.A.
(Name of Issuer)
Series A Shares, without nominal (par) value
Series B Shares, without nominal (par) value
(Title of Class of Securities)
Series A Shares: 833636103
Series B Shares: 833635105
(CUSIP Number)
S. Todd Crider, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 22, 2006
(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 Rule 13d-1(e), 13d-1(f) or 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 persons 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
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Global Mining Investment (Chile) Ltda.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
Series A Shares:
BK
Series B Shares:
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
7
SOLE VOTING POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
NUMBER OF SHARES
8
SHARED VOTING POWER
BENEFICIALLY OWNED
Series A Shares:
7,123,076
BY EACH REPORTING
Series B Shares:
None
PERSON WITH
__________________________________________________________
9
SOLE DISPOSITIVE POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
10
SHARED DISPOSITIVE POWER
Series A Shares:
7,123,076
Series B Shares:
None
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Series A Shares:
7,123,076
Series B Shares:
None
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A Shares:
4.99%
Series B Shares:
None
14
TYPE OF REPORTING PERSON
PN
2
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sociedad de Inversiones Pampa Calichera S.A.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
Series A Shares:
BK, AF
Series B Shares:
BK, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
7
SOLE VOTING POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
NUMBER OF SHARES
8
SHARED VOTING POWER
BENEFICIALLY OWNED
Series A Shares:
59,557,332
BY EACH REPORTING
Series B Shares:
13,965,985
PERSON WITH
__________________________________________________________
9
SOLE DISPOSITIVE POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
10
SHARED DISPOSITIVE POWER
Series A Shares:
59,557,332
Series B Shares:
13,965,985
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Series A Shares:
59,557,332
Series B Shares:
13,965,985
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A Shares:
41.70%
Series B Shares:
11.60%
14
TYPE OF REPORTING PERSON
CO
3
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sociedad de Inversiones Oro Blanco S.A.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
Series A Shares:
Not applicable
Series B Shares:
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
7
SOLE VOTING POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
NUMBER OF SHARES
8
SHARED VOTING POWER
BENEFICIALLY OWNED
Series A Shares:
59,557,332
BY EACH REPORTING
Series B Shares:
13,965,985
PERSON WITH
__________________________________________________________
9
SOLE DISPOSITIVE POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
10
SHARED DISPOSITIVE POWER
Series A Shares:
59,557,332
Series B Shares:
13,965,985
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Series A Shares:
59,557,332
Series B Shares:
13,965,985
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A Shares:
41.70%
Series B Shares:
11.60%
14
TYPE OF REPORTING PERSON
CO
4
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norte Grande S.A.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
Series A Shares:
Not applicable
Series B Shares:
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
7
SOLE VOTING POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
NUMBER OF SHARES
8
SHARED VOTING POWER
BENEFICIALLY OWNED
Series A Shares:
59,557,332
BY EACH REPORTING
Series B Shares:
13,965,985
PERSON WITH
__________________________________________________________
9
SOLE DISPOSITIVE POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
10
SHARED DISPOSITIVE POWER
Series A Shares:
59,557,332
Series B Shares:
13,965,985
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Series A Shares:
59,557,332
Series B Shares:
13,965,985
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A Shares:
41.70%
Series B Shares:
11.60%
14
TYPE OF REPORTING PERSON
CO
5
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Inversiones SQYA S.A.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
Series A Shares:
BK, AF
Series B Shares:
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
7
SOLE VOTING POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
NUMBER OF SHARES
8
SHARED VOTING POWER
BENEFICIALLY OWNED
Series A Shares:
65,702,424
BY EACH REPORTING
Series B Shares:
13,965,985
PERSON WITH
__________________________________________________________
9
SOLE DISPOSITIVE POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
10
SHARED DISPOSITIVE POWER
Series A Shares:
65,702,424
Series B Shares:
13,965,985
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Series A Shares:
65,702,424
Series B Shares:
13,965,985
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A Shares:
46.00%
Series B Shares:
11.60%
14
TYPE OF REPORTING PERSON
CO
6
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Inversiones SQ S.A.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
Series A Shares:
Not applicable
Series B Shares:
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
7
SOLE VOTING POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
NUMBER OF SHARES
8
SHARED VOTING POWER
BENEFICIALLY OWNED
Series A Shares:
65,702,424
BY EACH REPORTING
Series B Shares:
13,965,985
PERSON WITH
__________________________________________________________
9
SOLE DISPOSITIVE POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
10
SHARED DISPOSITIVE POWER
Series A Shares:
65,702,424
Series B Shares:
13,965,985
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Series A Shares:
65,702,424
Series B Shares:
13,965,985
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A Shares:
46.00%
Series B Shares:
11.60%
14
TYPE OF REPORTING PERSON
CO
7
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.Q. Grand Cayman Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
Series A Shares:
Not applicable
Series B Shares:
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
7
SOLE VOTING POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
NUMBER OF SHARES
8
SHARED VOTING POWER
BENEFICIALLY OWNED
Series A Shares:
65,702,424
BY EACH REPORTING
Series B Shares:
13,965,985
PERSON WITH
__________________________________________________________
9
SOLE DISPOSITIVE POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
10
SHARED DISPOSITIVE POWER
Series A Shares:
65,702,424
Series B Shares:
13,965,985
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Series A Shares:
65,702,424
Series B Shares:
13,965,985
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A Shares:
46.00%
Series B Shares:
11.60%
14
TYPE OF REPORTING PERSON
CO
8
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pacific Atlantic Trading Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
Series A Shares:
Not applicable
Series B Shares:
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7
SOLE VOTING POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
NUMBER OF SHARES
8
SHARED VOTING POWER
BENEFICIALLY OWNED
Series A Shares:
65,702,424
BY EACH REPORTING
Series B Shares:
13,965,985
PERSON WITH
__________________________________________________________
9
SOLE DISPOSITIVE POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
10
SHARED DISPOSITIVE POWER
Series A Shares:
65,702,424
Series B Shares:
13,965,985
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Series A Shares:
65,702,424
Series B Shares:
13,965,985
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A Shares:
46.00%
Series B Shares:
11.60%
14
TYPE OF REPORTING PERSON
CO
9
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Pacific Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
Series A Shares:
Not applicable
Series B Shares:
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7
SOLE VOTING POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
NUMBER OF SHARES
8
SHARED VOTING POWER
BENEFICIALLY OWNED
Series A Shares:
65,702,424
BY EACH REPORTING
Series B Shares:
13,965,985
PERSON WITH
__________________________________________________________
9
SOLE DISPOSITIVE POWER
Series A Shares:
None
Series B Shares:
None
__________________________________________________________
10
SHARED DISPOSITIVE POWER
Series A Shares:
65,702,424
Series B Shares:
13,965,985
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Series A Shares:
65,702,424
Series B Shares:
13,965,985
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A Shares:
46.00%
Series B Shares:
11.60%
14
TYPE OF REPORTING PERSON
CO
10
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Julio Ponce Lerou
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
Series A Shares:
BK, AF
Series B Shares:
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
7
SOLE VOTING POWER
Series A Shares:
17,026
Series B Shares:
None
__________________________________________________________
NUMBER OF SHARES
8
SHARED VOTING POWER
BENEFICIALLY OWNED
Series A Shares:
65,702,424
BY EACH REPORTING
Series B Shares:
13,965,985
PERSON WITH
__________________________________________________________
9
SOLE DISPOSITIVE POWER
Series A Shares:
17,026
Series B Shares:
None
__________________________________________________________
10
SHARED DISPOSITIVE POWER
Series A Shares:
65,702,424
Series B Shares:
13,965,985
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Series A Shares:
65,719,450
Series B Shares:
13,965,985
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A Shares:
46.02%
Series B Shares:
11.60%
14
TYPE OF REPORTING PERSON
IN
11
Item 1. Security and Issuer
This Amendment No. 2 amends and restates in its entirety the Statement on Schedule 13D originally filed on August 3, 2006 (as so amended and restated, this Statement) and relates to the Series A common shares, without nominal value (Series A Shares) and the Series B common shares, without nominal value (Series B Shares), of Sociedad Quimica y Minera de Chile S.A., a company organized under the laws of Chile (SQM). The principal executive offices of SQM are located at El Trovador 4285, piso 6, Las Condes, Santiago, Chile.
Item 2. Identity and Background
This Statement is being jointly filed by Global Mining Investment (Chile) Ltda. (Global Mining), Sociedad de Inversiones Pampa Calichera S.A. (Pampa), Sociedad de Inversiones Oro Blanco S.A. (Oro), Norte Grande S.A. (Norte), Inversiones SQYA S.A. (SQYA), Inversiones SQ S.A. (SQ), S.Q. Grand Cayman Corp. (SQ Grand Cayman), Pacific Atlantic Trading Corporation (Pacific Atlantic Trading), The Pacific Trust (Pacific Trust), Mr. Julio Ponce Lerou (Mr. Ponce Lerou). A joint filing agreement was filed as Exhibit 1 to the Statement on Schedule 13D filed on August 3, 2006 pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act).
Each of Global Mining, Pampa, Oro, Norte, SQYA, SQ, SQ Grand Cayman, Pacific Atlantic Trading, Pacific Trust and Mr. Ponce Lerou is individually a Reporting Person and are collectively the Reporting Persons.
A group (as such term is defined pursuant to Regulation 13D under the Exchange Act) may be deemed to have been formed by the Reporting Persons and Inversiones La Esperanza (Chile) Ltda., La Esperanza Delaware Corporation, Kochi S.A., Kowa Company Ltd., Takayasu Miwa and Yoshihiro Miwa (collectively, the Grupo Miwa Reporting Persons) by virtue of the Kowa Shareholders Agreement described in this Statement. The Reporting Persons disclaim beneficial ownership of any Series A Shares or Series B Shares owned directly or indirectly by the Grupo Miwa Reporting Persons.
Global Mining
Global Mining is a limited liability partnership (sociedad de responsabilidad limitada) organized under the laws of the Republic of Chile. The address of the principal office of Global Mining is El Trovador 4285, piso 11, Las Condes, Santiago, Republic of Chile. The principal business activity of Global Mining is to act as a holding company for the investment in SQM. Global Mining is a wholly-owned subsidiary of Pampa.
Set forth on Schedule A to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Global Mining.
Pampa
Pampa is a corporation (sociedad anonima) organized under the laws of the Republic of Chile. The address of the principal office of Pampa is El Trovador 4285, piso 11, Las Condes, Santiago, Republic of Chile. The principal business activity of Pampa is to act as a holding company for the investment in SQM. As of the date of this Statement, Oro was the owner of record of approximately 68.57% of the outstanding share capital of Pampa.
12
Set forth on Schedule B to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Pampa.
Oro
Oro is a corporation (sociedad anonima) organized under the laws of the Republic of Chile. The address of the principal office of Oro is El Trovador 4285, piso 11, Las Condes, Santiago, Republic of Chile. The principal business activity of Oro is to act as a holding company for the investment in SQM. As the date of this Statement, Norte is the owner of record of approximately 78.35% of the outstanding share capital of Oro.
Set forth on Schedule C to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Oro.
Norte
Norte is a corporation (sociedad anonima) organized under the laws of the Republic of Chile. The address of the principal office of Norte is El Trovador 4285, piso 11, Las Condes, Santiago, Republic of Chile. The principal business activity of Norte is to act as a holding company for the investment in SQM. As the date of this Statement, SQYA is the owner of record of approximately 90% of the outstanding share capital of Norte.
Set forth on Schedule D to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Norte.
SQYA
SQYA is a corporation (sociedad anonima) organized under the laws of the Republic of Chile. The address of the principal office of SQYA is El Trovador 4285, piso 11, Las Condes, Santiago, Republic of Chile. The principal business activity of SQYA is to act as a holding company for the investment in SQM. As of the date of this Statement, SQ is the owner of record of approximately 51% of the outstanding share capital of SQYA. The remaining 49% equity interest in SQYA is owned by Yara Nederland B.V. (Yara), a corporation organized under the laws of the Netherlands. As a result of its ownership of 51% of SQYA, SQ may be deemed to control SQYA.
Set forth on Schedule E to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of SQYA.
SQ
SQ is a corporation (sociedad anonima) organized under the laws of the Republic of Chile. The address of the principal office of SQ is Moneda No. 920, Of. 705, Santiago, Republic of Chile. The principal business purpose of SQ is to serve as a holding company for the investment in SQM. As of the date of this Statement, SQ Grand Cayman is the owner of substantially all of the outstanding share capital of SQ.
13
Set forth on Schedule F to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of SQ.
SQ Grand Cayman
SQ Grand Cayman is a corporation organized under the laws of the Cayman Islands. The address of the principal office of SQ Grand Cayman is 1800 Sovran Center, 1 Commercial Place, Norfolk, VA. The principal business activity of SQ Grand Cayman is to serve as a holding company for the investment in SQM. As of the date of this Statement, Pacific Atlantic Trading is the owner of record of 100% of the outstanding share capital of SQ Grand Cayman.
Set forth on Schedule G to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of SQ Grand Cayman.
Pacific Atlantic Trading
Pacific Atlantic Trading is a corporation organized under the laws of the Cayman Islands. The address of the principal office of Pacific Atlantic Trading is 1800 Sovran Center, 1 Commercial Place, Norfolk, VA. The principal business activity of Pacific Atlantic Trading is to act as a holding company for the investment in SQM. As of the date of this Statement, Pacific Trust is the owner of record of 100% of the outstanding share capital of Pacific Atlantic.
Set forth on Schedule H to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Pacific Atlantic Trading.
Pacific Trust
Pacific Trust is formed under the laws of the British Virgin Islands. The address of the principal office of Pacific Trust is care of Alfaro, Ferrer, Ramirez & Aleman (BVI) at The Lake Building, 1st Floor, Road Town, Tortola, British Virgin Islands. Pacific Trust has no assets or operations other than holding the shares of Pacific Atlantic Trading. Alfaro, Ferrer, Ramirez & Aleman (BVI) is the trustee of Pacific Trust. Mr. Ponce Lerou has the power to direct the administration of Pacific Trust.
Mr. Ponce Lerou
Mr. Ponce Lerou is a citizen of the Republic of Chile. He resides at Luis Carrera No. 2700-A, Apartment 101, Vitacura, Santiago, Chile. Mr. Ponce Lerou serves as chairman of the Board of Directors of SQM.
During the last five years, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the persons listed on Schedules A through L to this Statement has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.
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Item 3. Source and Amount of Funds or Other Consideration
Reporting Persons
On December 21, 2004, Pampa acquired 6,000,000 Series A Shares on the Chilean Stock Exchange for an aggregate purchase price of Ch$24,006,000,000. Yara loaned Pampa the funds necessary to complete the acquisition. In order to secure the loan from Yara, Pampa issued notes to Yara in the amount of US$43,000,000 (the Notes). On January 10, 2005, Pampa repaid Yara the full amount due under the Notes with the proceeds of a loan from Banco BCI, which matures on May 30, 2012 and accrues interest at an annual rate of 6.56%.
On January 14, 2005, SQYA acquired 6,145,092 Series A Shares on the Chilean Stock Exchange for an aggregate purchase price of Ch$24,592,658,184. Yara and Banco BCI loaned SQYA the funds necessary to complete the acquisition. In order to secure the loans from Yara and Banco BCI, SQYA issued notes to Yara and Banco BCI in the amounts of US$30,000,000 and US$20,000,000, respectively. The notes issued to Yara mature on May 30, 2015 and accrue interest at an annual rate of 6.65%. The notes issued to Banco BCI mature on May 30, 2011 and accrue interest at an annual rate of 6.40%.
Pampa originally acquired ownership of 53,557,332 Series A Shares prior to SQMs registration with the Securities Exchange Commission with funds received from bank loans and capital contributions of its affiliates.
On June 4, 2006, Pampa initiated a tender offer in Chile for Series B Shares. The tender offer was consummated on July 3, 2006, and in connection with the tender offer Pampa acquired 6,207,539 Series B shares for an aggregate purchase price of Ch$35,072,595,350. The source of funds for the acquisition of shares include (i) affiliate contributions in the amount of Ch$13,602,595,350; (ii) a loan from Banco Santander Santiago in the amount of US$30,000,000, which mature in June 2012; (iii) a loan from Banco BCI in the amount of US$6,500,000, which matures in June 2012 and (iv) a loan from Banco Corpbanca in the amount of US$6,500,000, which matures in June 2012. The average annual interest rate on these three loans is 7.19%.
As described in Schedule I, on various dates from November 8, 2006 to December 20, 2006, Pampa purchased on the open market 7,758,446 Series B Shares for an aggregate purchase price of Ch$55,507,557,750. The source of funds for the acquisition of these shares was (i) a loan from Banco Santander Santiago in the amount of US$14,495,000, which matures on February 18, 2007 and accrues interest at an annual rate of 7.56%; (ii) a loan from BCI in the amount of US$8,500,000, which matures on February 7, 2007 and accrues interest at an annual rate of 7.88%; (iii) a loan from Banco Scotiabank in the amount of US$30,000,000, which matures on February 19, 2007 and accrues interest at an annual rate of 6.4%, (iv) a loan from Banco Corpbanca in the amount of US$24,256,000, which matures February 2007 and accrues interest at an annual rate of 6.6% and (v) a capital increase on December 12, 2006 which raised approximately US$37,600,000 of which US$27,749,000 was used for the acquisition of shares.
Item 4. Purpose of Transaction
The Reporting Persons undertook the purchases of Series A Shares and Series B Shares listed above in Item 3 in order to increase their interest in SQM and for investment purposes.
Pampa purchased the Series B Shares on July 3, 2006 in order to increase Mr. Ponce Lerous indirect combined ownership in SQM to over 25% for investment purposes so that he would be deemed, solely for purposes of Chilean law, as a controlling shareholder under Articles No. 97 and No. 99 of the Chilean Securities Market Law. The acquisition by Pampa of the Series B Shares, however, did not materially affect the Reporting Persons control rights over SQM since the Series B Shares have limited
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voting rights (holders of Series B Shares elect one of eight members of the Board of Directors (the Series B Director) and vote together with the Series A Shares on other matters). Although being deemed as a controlling shareholder for purposes of Chilean law does not provide additional control rights, it does result, under Chilean corporate law, in the controlling shareholder not being required to extend a mandatory public tender offer upon subsequent purchases of securities of the Company.
Pampa purchased additional Series B Shares for investment purposes on the open market on various dates ranging from November 8, 2006 to December 20, 2006, and on December 22, 2006, entered into the Kowa Shareholders Agreement, as described in Item 6 hereof, in order to maintain Mr. Ponce Lerous position of controlling shareholder under Articles No. 97 and No. 99 of the Chilean Securities Market Law. For the reasons described in the preceding paragraph, these transactions did not materially affect the Reporting Persons control rights over SQM. The Reporting Persons together with the Grupo Miwa Reporting Persons combined ownership of 11.64% of the Series B Shares does not allow them to materially influence the election of the Series B Director and their increased ownership, on a combined basis, of Series A and Series B Shares from 27.33% (in the case of the Reporting Persons) to 32.30% (in the case of the Reporting Persons together with Grupo Miwa Reporting Persons) does not materially increase their voting power with respect to other matters.
Each of the Reporting Persons intends to review its investment in SQM on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of SQM, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of SQM owned by it in the open market, in privately negotiated transactions, in one or more registered public offerings or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: SQMs business and prospects; other developments concerning SQM and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and financial and stock market conditions, including the market price of the Series A and Series B Shares.
Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Schedule 13D of the Exchange Act.
Item 5. Interests in Securities of the Issuer
Series A Shares
(a)
Reporting Persons
Global Mining directly and beneficially owns 7,123,076 Series A Shares, which represents 4.99% of Series A Shares. Pampa directly owns 52,434,256 Series A Shares and, by virtue of its ownership and control of Global Mining, is deemed to beneficially own the 7,123,076 Series A Shares owned by Global Mining. Pampas aggregate beneficial ownership of 59,557,332 Series A Shares represents 41.7% of Series A Shares. By virtue of their ownership and control of Pampa, each of Oro and Norte beneficially own the 59,557,332 Series A Shares or 41.70%% of Series A Shares beneficially owned by Pampa.
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SQYA directly owns 6,145,092 Series A Shares and, by virtue of its ownership and control of Norte, is deemed to beneficially own the 59,557,332 Series A Shares beneficially owned by Norte. SQYAs aggregate beneficial ownership of 65,702,424 Series A Shares represents 46% of Series A Shares. Each of SQ, SQ Grand Cayman, Pacific Atlantic Trading and Pacific Trust, by virtue of their direct or indirect ownership and control of SQYA, is deemed to beneficially own the 65,702,424 Series A Shares or 46% of Series A Shares beneficially owned by SQYA.
Mr. Ponce Lerou directly owns 17,026 Series A Shares and, by virtue of his ownership and control of Pacific Trust, is deemed to beneficially own the 65,702,424 Series A Shares beneficially owned by Pacific Trust. Mr. Ponce Lerous aggregate beneficial ownership of 65,719,450 Series A Shares represents 46.02% of Series A Shares.
Each of Pampa, Oro, Norte, SQYA, SQ Grand Cayman, Pacific Atlantic Trading, Pacific Trust and Mr. Ponce Lerou, disclaim beneficial ownership of the Series A Shares beneficially owned by the Grupo Miwa Reporting Persons.
(b)
Reporting Persons
Global Mining has the shared power to vote or direct the vote, or dispose or direct the disposition of 7,123,076 Series A Shares. Pampa, Oro, and Norte have the shared power to vote or direct the vote, or dispose or direct the disposition of 59,557,332 Series A Shares. SQYA, SQ, SQ Grand Cayman, Pacific Atlantic Trading, Pacific Trust and Mr. Ponce Lerou have the shared power to vote or direct the vote, or dispose or direct the disposition of 65,702,424 Series A Shares.
Mr. Ponce Lerou has the sole power to vote or direct the vote, or to dispose or direct the disposition of 17,026 Series A Shares that he directly owns. None of the Reporting Persons, with the exception of Mr. Ponce Lerou, has the sole power to vote or direct the vote, or to dispose or direct the disposition of their respective Series A Shares.
Series B Shares
Reporting Persons
(a)
Pampas aggregate beneficial ownership of 13,965,985 Series B Shares represents 11.60% of Series B Shares. By virtue of their ownership and control of Pampa, each of Oro and Norte may be deemed to beneficially own the 13,965,985 Series B Shares or 11.60% of Series B Shares beneficially owned by Pampa.
By virtue of SQYAs ownership and control of Norte, it is deemed to beneficially own the 13,965,985 Series B Shares beneficially owned by Norte. SQYAs aggregate beneficial ownership of 13,965,985 Series B Shares represents 11.60% of the Series B Shares. Each of SQ, SQ Grand Cayman, Pacific Atlantic Trading and Pacific Trust, by virtue of their direct or indirect ownership and control of SQYA, is deemed to beneficially own the 13,965,985 Series B Shares or 9.90% of Series B Shares beneficially owned by SQYA.
By virtue of Mr. Ponce Lerous ownership and control of Pacific Trust, he is deemed to beneficially own the 13,965,985 Series B Shares beneficially owned by Pacific Trust.
Each of Pampa, Oro, Norte, SQYA, SQ Grand Cayman, Pacific Atlantic Trading, Pacific Trust and Mr. Ponce Lerou, disclaim beneficial ownership of the Series B Shares beneficially owned by the Grupo Miwa Reporting Persons.
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(b)
Reporting Persons
Pampa, Oro, Norte, SQYA, SQ, SQ Grand Cayman, Pacific Atlantic Trading, Pacific Trust and Mr. Ponce Lerou have the shared power to vote or direct the vote, or dispose or direct the disposition of 13,965,985 Series B Shares.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
In order to set the terms and conditions governing their joint ownership of SQYA, Inversiones SQ Holding S.A. (SQ Holding) (predecessor entity of SQ) and Norsk Hydro Holland B.V. (Norsk) entered into the Shareholders Agreement of Inversiones SQNH S.A. (predecessor entity of SQYA) dated April 18, 2002 (the Yara Shareholders Agreement). Pursuant to the Yara Shareholders Agreement, SQ Holding and Norsk agree that Norsk, as the then-owner of 49% of the share capital of SQYA, had the right to designate at least one person to be elected to the boards of directors of Norte, Oro, Pampa and SQM. SQ Holding and Norsk further agreed that any of their votes remaining after electing a person designated by Norsk to the boards of Norte, Oro, Pampa and SQM would be used to elect three directors designated by SQ Holding to the boards of Norte, Oro and Pampa and two directors designated by SQ Holding to the board of SQM. Under the Yara Shareholders Agreement, SQ Holding and Norsk further agreed that the president of SQM would always be designated by SQ Holding.
On September 15, 2004, Yara acquired Norsks interest in SQYA and assumed all of Norsks rights and obligations under the Yara Shareholders Agreement. On November 9, 2005, the shareholders of SQ Holding resolved to split SQ Holding into two companies, SQ Holding (surviving entity) and SQ (newly formed entity). SQ Holdings 51% stake in SQYA was transferred to SQ.
On December 22, 2006, Pampa and Kowa Company Ltd. entered into a shareholders agreement (the Kowa Shareholders Agreement) which provides, among other things, that each party will vote its shares in SQM together on significant matters. In addition, under the Kowa Shareholders Agreement, Pampa granted Kowa tag-along rights with respect to certain sales of its SQM shares.
Item 7. Material to Be Filed as Exhibits
Exhibit 1:
Kowa Shareholders Agreement, dated December 22, 2006 between Sociedad de Inversiones Pampa Calichera S.A. and Kowa Company Ltd.
Exhibit 2:
Yara Shareholders Agreement of Inversiones SQNH dated April 18, 2002 among Inversiones SQ Holding S.A. and Norsk Hydro Holland B.V. (filed as Exhibit 2 to the Reporting Persons Schedule 13D filed on February 15, 2005 and incorporated by reference herein).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: February 2, 2007
GLOBAL MINING INVESTMENT (CHILE) LTDA. | SQ S.A. |
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By /s/ Jose Guerrero Zamorano | By /s/ Jorge Araya Cabrera |
Name: Jose Guerrero Zamorano | Name: Jorge Araya Cabrera |
Title: General Manager | Title: General Manager |
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SOCIEDAD DE INVERSIONES PAMPA CALICHERA S.A. | S.Q. GRAND CAYMAN CORP. |
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By /s/ Jorge Araya Cabrera | By /s/ Roberto Guzman Lyon |
Name: Jorge Araya Cabrera | Name: Roberto Guzman Lyon |
Title: General Manager | Title: General Manager |
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SOCIEDAD DE INVERSIONES ORO BLANCO S.A. | PACIFIC ATLANTIC TRADING CORPORATION |
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By /s/ Jorge Araya Cabrera | By /s/ Roberto Guzman Lyon |
Name: Jorge Araya Cabrera | Name: Roberto Guzman Lyon |
Title: General Manager | Title: General Manager |
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NORTE GRANDE S.A. | THE PACIFIC TRUST |
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By /s/ Jorge Araya Cabrera | By /s/ Roberto Guzman Lyon |
Name: Jorge Araya Cabrera | Name: Roberto Guzman Lyon |
Title: General Manager | Title: General Manager |
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INVERSIONES SQYA S.A. | JULIO PONCE LEROU |
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By /s/ Jorge Araya Cabrera | By /s/ Julio Ponce Lerou |
Name: Jorge Araya Cabrera | Name: Julio Ponce Lerou |
Title: General Manager |
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SCHEDULE A
ADDITIONAL INFORMATION CONCERNING GLOBAL MINING
Name | Business Address | Present Principal | Citizenship |
Mr. Jose Guerrero Zamorano (Officer) | El Trovador 4285, 11th Floor, Las Condes Santiago, Chile | Officer - Global Mining Investment (Chile) Ltda. | Chile |
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SCHEDULE B
ADDITIONAL INFORMATION CONCERNING PAMPA
Name | Business Address | Present Principal Occupation or | Citizenship |
Mr. Julio Ponce Lerou (Chairman of Board of Directors) | El Trovador | Chairman of Board of Directors SQM | Chile |
Mr. Fernando Tisne Maritano (Director) | Av. Isidora Goyenechea | Business Engineer - Executive of Moneda Assets Management | Chile |
Mr. Juan Luis Rivera Palma (Director) | Av. Isidora Goyenechea | Business Engineer - Executive of Moneda Asset Management | Chile |
Mr. Eugenio Ponce Lerou (Director) | El Trovador | Mechanical Engineer - Senior Commercial Vice President of SQM | Chile |
Mr. Kendrick T. Wallace (Director) | El Trovador | Senior Vice President and General Counsel Yara International ASA Member of the Board of Directors of SQM | U.S.A. |
Mr. Patricio Phillips Saenz (Director) | El Trovador | Business Engineer | Chile |
Mr. Luis Vasquez Caro (Director) | Av. Isidora Goyenechea | Business Engineer - Molina Swett y Valdes S.A. | Chile |
Mr. Jorge Araya Cabrera (Officer) | El Trovador 4285 11th Floor Santiago, Chile | Officer - Sociedad de Inversiones Pampa Calichera S.A., Sociedad de Inversiones Oro Blanco S.A., and Norte Grande S.A. | Chile |
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SCHEDULE C
ADDITIONAL INFORMATION CONCERNING ORO
Name | Business Address | Present Principal Occupation | Citizenship |
Mr. Julio Ponce Lerou (Chairman of Board of Directors) | El Trovador Santiago, Chile | Chairman of Board of Directors SQM | Chile |
Mr. Julio Ponce Pinochet (Director) | El Trovador | Forestry Engineer SQM | Chile |
Mr. Alejandro Ponce Pinochet (Director) | El Trovador | Forestry Engineer - SQM | Chile |
Mr. Luis Vasquez Caro (Director) | Av. Isidora Goyenechea | Business Engineer - Molina Swett y Valdes S.A. | Chile |
Mr. Juan Luis Rivera Palma (Director) | Isidora Goyenechea | Business Engineer - Executive of Moneda Asset Management | Chile |
Mr. Kendrick T. Wallace (Director) | El Trovador | Senior Vice President and General Counsel - Yara International ASA Member of the Board of Directors of SQM | U.S.A. |
Mr. Patricio Phillips Saenz (Director) | El Trovador | Business Engineer | Chile |
Mr. Jorge Araya Cabrera (Officer) | El Trovador | Officer - Sociedad de Inversiones Pampa Calichera S.A., Sociedad de Inversiones Oro Blanco S.A., and Norte Grande S.A. | Chile |
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SCHEDULE D
ADDITIONAL INFORMATION CONCERNING NORTE
Name | Business Address | Present Principal Occupation | Citizenship |
Mr. Julio Ponce Lerou (Chairman of Board of Directors) | El Trovador | Chairman of Board of Directors SQM | Chile |
Mr. Julio Ponce Pinochet (Director) | El Trovador | Forestry Engineer SQM | Chile |
Mr. Alejandro Ponce Pinochet (Director) | El Trovador | Forestry Engineer SQM | Chile |
Mr. Luis Vasquez Caro (Director) | Av. Isidora Goyenechea 3600, office 1002 | Business Engineer - Molina Swett y Valdes S.A. | Chile |
Mr. Felipe Garcia- Huidobro MacAuliffe (Director) | Mapocho 3411 | Officer - SQ S.A. | Chile |
Mr. Kendrick T. Wallace (Director) | El Trovador | Senior Vice President and General Counsel - Yara International ASA Member of the Board of Directors of SQM | U.S.A. |
Mr. Patricio Phillips Saenz (Director) | El Trovador | Business Engineer | Chile |
Mr. Jorge Araya Cabrera (Officer) | El Trovador | Officer - Sociedad de Inversiones Pampa Calichera S.A., Sociedad de Inversiones Oro Blanco S.A., and Norte Grande S.A. | Chile |
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SCHEDULE E
ADDITIONAL INFORMATION CONCERNING SQYA
Name | Business Address | Present Principal Occupation | Citizenship |
Mr. Julio Ponce Lerou (Chairman of Board of Directors) | El Trovador | Chairman of Board of Directors SQM | Chile |
Mr. Pablo Iacobelli de Rio Miraflores 222 (Director) | 24th Floor | Director | Chile |
Mr. Jorge Araya Cabrera (Director) | El Trovador | Attorney - Carey y Cia Ltda. | U.S.A. |
Mr. Ricardo Peralta Valenzuela (Director) | El Trovador | Attorney - SQM | Chile |
Mr. Kendrick T. Wallace (Director) | El Trovador | Senior Vice President and General Counsel - Yara International ASA Member of the Board of Directors of SQM | Chile |
Mr. Jorge Araya Cabrera (Officer) | El Trovador | Officer - SQ S.A. and Inversiones SQYA S.A. | Chile |
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SCHEDULE F
ADDITIONAL INFORMATION CONCERNING SQ S.A.
Name | Business Address | Present Principal Occupation | Citizenship |
Mr. Julio Ponce Lerou (Chairman of Board of Directors) | El Trovador | Chairman of Board of Directors - SQM | Chile |
Mr. Felipe Garcia-Huidobro MacAuliffe (Director) | Mapocho | Officer - SQ S.A. | Chile |
Mr. Jorge Araya Cabrera (Director) | El Trovador | Officer - Inversiones SQYA S.A. and SQ S.A. | Chile |
Mr. Jorge Araya Cabrera (Officer) | El Trovador 4285 11th Floor Santiago, Chile | Officer - SQ S.A. and Inversiones SQYA S.A. | Chile |
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SCHEDULE G
ADDITIONAL INFORMATION CONCERNING SQ GRAND CAYMAN CORP.
Name | Business Address | Present Principal Occupation | Citizenship |
Mr. John Metcalfe Cole (Director) | 12 Wheatfield Road Harpenden, Herfordshire England | Accountant | England and Wales |
Mr. Roberto Guzman Lyon (Officer) | Moneda 920 7th Floor Santiago, Chile | Officer - SQ Grand Cayman Corp. and Attorney (Partner) Servicios Profesionales Guzman y Manriquez Ltda | Chile |
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SCHEDULE H
ADDITIONAL INFORMATION CONCERNING PACIFIC ATLANTIC TRADING
Name | Business Address | Present Principal Occupation | Citizenship |
Mr. Thomas A. Rucker (Director) | 222 Central Park Avenue Suite 1500 Virginia Beach, VA U.S.A. | Attorney - Partner of Willcox & Savage | U.S.A. |
Mr. Roberto Guzman Lyon (Officer) | Moneda 920 7th Floor Santiago, Chile | Officer - Pacific Atlantic Trading and Attorney (Partner) - Servicios Profesionales Guzman y Manriquez Ltda. | U.S.A. |
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SCHEDULE I
TRANSACTIONS DURING THE PAST 60 DAYS BY THE REPORTING PERSONS
The following table sets forth all transactions with respect to shares of SQM effected during the past 60 days by Pampa. All such transactions were effected in the open market.
Series B Shares Purchased by Pampa | ||
Date | Shares Purchased | Price |
|
|
|
November 8, 2006 | 600,000 | 6,645.33 |
November 10, 2006 | 100,000 | 6,621.96 |
November 15, 2006 | 20,000 | 6,650.00 |
November 16, 2006 | 22,098 | 6,630.00 |
November 17, 2006 | 30,000 | 6,600.00 |
November 20, 2006 | 27,618 | 6,598.00 |
November 21, 2006 | 450,000 | 6,939.12 |
November 22, 2006 | 350,000 | 6,981.52 |
November 24, 2006 | 150,000 | 6,969.20 |
November 30, 2006 | 450,000 | 7,100.56 |
November 30, 2006 | 937,156 | 7,099.54 |
December 18, 2006 | 360,000 | 7,115.11 |
December 18, 2006 | 150,000 | 7,131.46 |
December 18, 2006 | 580,000 | 7,131.81 |
December 19, 2006 | 670,364 | 7,247.50 |
December 19, 2006 | 444,135 | 7,262.24 |
December 19, 2006 | 364,000 | 7,244.51 |
December 20, 2006 | 2,053,075 | 7,332.84 |
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