0000905148-12-000139.txt : 20120126 0000905148-12-000139.hdr.sgml : 20120126 20120126113140 ACCESSION NUMBER: 0000905148-12-000139 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120126 DATE AS OF CHANGE: 20120126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pampa Energy Inc. CENTRAL INDEX KEY: 0001469395 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: C1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85324 FILM NUMBER: 12546480 BUSINESS ADDRESS: STREET 1: ORTIZ DE OCAMPO 3302 STREET 2: BUILDING #4 CITY: CITY OF BUENOS AIRES STATE: C1 ZIP: C1425DSR BUSINESS PHONE: 54-11-4809-9500 MAIL ADDRESS: STREET 1: ORTIZ DE OCAMPO 3302 STREET 2: BUILDING #4 CITY: CITY OF BUENOS AIRES STATE: C1 ZIP: C1425DSR FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Autonomy Capital (Jersey) L.P. CENTRAL INDEX KEY: 0001484153 IRS NUMBER: 000000000 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8-11 DENBIGH MEWS CITY: LONDON STATE: X0 ZIP: SW1V 2HQ BUSINESS PHONE: 44 0 207963 9077 MAIL ADDRESS: STREET 1: 8-11 DENBIGH MEWS CITY: LONDON STATE: X0 ZIP: SW1V 2HQ SC 13G/A 1 efc12-32_fmsc13ga.htm efc12-32_fmsc13ga.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
PAMPA ENERGIA S.A.
(Name of Issuer)
 
American Depositary Shares, each representing 25 shares of common stock
(Title of Class of Securities)
 
697660207
(CUSIP Number)
 
           December 31, 2010         
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[  ]           Rule 13d-1(b)
 
[X]           Rule 13d-1(c)
 
[  ]           Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

Continued on following pages
Page 1 of 11 Pages
Exhibit Index: Page 10
 
 
This Statement on Schedule 13G amends the Amendment No. 1 to Schedule 13G filed on February 11, 2011.
 
 
 

 
 

 
SCHEDULE 13G
 
     
CUSIP No.: 697660207
 
Page 2 of 11 Pages

1.
Names of Reporting Persons.
 
AUTONOMY CAPITAL (JERSEY) L.P.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Jersey
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
Sole Voting Power
None
6.
Shared Voting Power
3,691,326
7.
Sole Dispositive Power
None
8.
Shared Dispositive Power
3,691,326
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,691,326
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[   ]
11.
Percent of Class Represented by Amount in Row (9)
 
7.0%
12.
Type of Reporting Person
 
PN
 
 
 

 
 
 

 
 

 
SCHEDULE 13G
 
     
CUSIP No.: 697660207
 
Page 3 of 11 Pages

1.
Names of Reporting Persons.
 
AUTONOMY CAPITAL RESEARCH LLP
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United Kingdom
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
Sole Voting Power
None
6.
Shared Voting Power
3,691,326
7.
Sole Dispositive Power
None
8.
Shared Dispositive Power
3,691,326
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,691,326
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[   ]
11.
Percent of Class Represented by Amount in Row (9)
 
7.0%
12.
Type of Reporting Person
 
OO
 

 
 
 

 
 
 

 
SCHEDULE 13G
 
     
CUSIP No.: 697660207
 
Page 4 of 11 Pages

1.
Names of Reporting Persons.
 
AUTONOMY AMERICAS LLC
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
Sole Voting Power
None
6.
Shared Voting Power
3,691,326
7.
Sole Dispositive Power
None
8.
Shared Dispositive Power
3,691,326
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,691,326
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[   ]
11.
Percent of Class Represented by Amount in Row (9)
 
7.0%
12.
Type of Reporting Person
 
OO
 

 
 
 
 

 
 

 
SCHEDULE 13G
 
     
CUSIP No.: 697660207
 
Page 5 of 11 Pages

1.
Names of Reporting Persons.
 
ROBERT CHARLES GIBBINS
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Canadian
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
5.
Sole Voting Power
None
6.
Shared Voting Power
3,691,326
7.
Sole Dispositive Power
None
8.
Shared Dispositive Power
3,691,326
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,691,326
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[   ]
11.
Percent of Class Represented by Amount in Row (9)
 
7.0%
12.
Type of Reporting Person
 
IN, HC
 

 
 

 


 
 
 
     
 
 
Page 6 of 11 Pages
 
Item 1(a).
Name of Issuer:
 
Pampa Energia S.A. (the “Issuer”)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
Ortiz de Ocampo 3302, Building #4, C1425DSR, Buenos Aires, Argentina
 
Item 2(a).
Name of Person Filing:
 
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
 
 
i)
Autonomy Capital (Jersey) L.P. (“Autonomy Jersey”);
 
 
ii)
Autonomy Capital Research LLP (“Autonomy Research”);
 
 
iii)
Autonomy Americas LLC (“Autonomy Americas”); and
 
 
iv)
Robert Charles Gibbins (“Mr. Gibbins”).
 
This Statement relates to the ADS (as defined herein) held for the account of each of Autonomy Master Fund Limited (“Master Fund I”) and Autonomy Master Fund II Limited (“Master Fund II”). Autonomy Jersey serves as the investment manager to each of Master Fund I and Master Fund II. Each of Autonomy Research and Autonomy Americas serves as a sub-investment manager to each of Master Fund I and Master Fund II. Mr. Gibbins is director of Autonomy Jersey, managing member of Autonomy Research, and president of Autonomy Americas. In such capacities, each of the Reporting Persons may be deemed to have beneficial ownership over the ADS (as defined herein) held for the account of each of Master Fund I and Master Fund II.

Item 2(b).
Address of Principal Office or, if none, Residence:
 
The address of the principal business office of Autonomy Jersey and Mr. Gibbins is Mielles House, La Rue des Mielles, St. Helier, Jersey JE2 3QD.
 
The address of the principal business office of Autonomy Research is 8-11 Denbigh Mews, London SW1V 2HQ, United Kingdom.
 
The address of the principal business office of Automony Americas is 461 5th Avenue, 11th Floor, New York, NY 10017.
 
Item 2(c).
Citizenship:
 
 
i) 
Autonomy Jersey is a Jersey limited partnership;
 
 
ii) 
Autonomy Research is a United Kingdom limited liability partnership;
 
 
iii)
Autonomy Americas is a Delaware limited liability company; and
 
 
iv)
Mr. Gibbins is a citizen of Canada.
 
Item 2(d).
Title of Class of Securities:
 
American Depositary Shares ("ADS"), each representing 25 shares of common stock ("Common Stock")
 
 
 
 
 

 
 

 
 
 
     
 
 
Page 7 of 11 Pages
 
 
 
 
Item 2(e). 
CUSIP Number:
 
697660207
 
Item3.
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:
 
This Item 3 is not applicable.
 
Item 4. 
Ownership:
 
Item 4(a)
Amount Beneficially Owned:
 
As of December 31, 2010, each of the Reporting Persons were deemed the beneficial owner of 3,691,326 ADS. This amount consists of: A) 500,000 ADS held for the account of Master Fund I; and B) 3,191,326 ADS held for the account of Master Fund II.
 
Item 4(b)
Percent of Class:
 
As of December 31, 2010, each of the Reporting Persons may be deemed the beneficial owner of 7.0% of outstanding shares of Common Stock. (There were 1,314,310,895 shares of Common Stock outstanding as of September 30, 2010, according to the Issuer's Form 6-K, filed on November 19, 2010.  Each ADS represents twenty-five (25) shares of Common Stock.)
 
Item 4(c)
Number of Shares of which such person has:
                    
Autonomy Jersey, Autonomy Research, Autonomy Americas, and Mr. Gibbins:
(i) Sole power to vote or direct the vote:
0
(ii) Shared power to vote or direct the vote:
3,691,326
(iii) Sole power to dispose or direct the disposition of:
0
(iv) Shared power to dispose or direct the disposition of:
3,691,326
 
Item 5.
Ownership of Five Percent or Less of a Class:
 
This Item 5 is not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
See disclosure in Items 2 and 4 hereof. Certain funds listed in Item 2(a) are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ADS covered by this statement that may be deemed to be beneficially owned by the Reporting Persons. Such interest of Master Fund II relates to more than 5 percent of the outstanding shares of Common Stock.
                               
 
 

 
                               

 
 
 
 
     
 
 
Page 8 of 11 Pages
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
 
See disclosure in Item 2 hereof.
 
Item 8.
Identification and Classification of Members of the Group:
 
This Item 8 is not applicable.
 
Item 9.
Notice of Dissolution of Group:
 
This Item 9 is not applicable.
 
Item 10.
Certification:
 
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.
 
 
 
 
 

 

 
 
 
 
     
 
 
Page 9 of 11 Pages
 

 
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.
 

 
 
AUTONOMY CAPITAL (JERSEY) L.P.
 
By:           /s/ Robert Charles Gibbins
Name:     Robert Charles Gibbins
Title:       Director
 
     
 
 
AUTONOMY CAPITAL RESEARCH LLP
 
By:           /s/ Robert Charles Gibbins
Name:     Robert Charles Gibbins
Title:       Managing Member
 
     
   
AUTONOMY AMERICAS LLC
 
By:           /s/ Robert Charles Gibbins
Name:     Robert Charles Gibbins
Title:       President
     
   
ROBERT CHARLES GIBBINS
 
By:           /s/ Robert Charles Gibbins
 
     
 
 
January 26, 2012

 
 
 

 
 

 
 
 
     
 
 
Page 10 of 11 Pages
 
EXHIBIT INDEX
 
Ex.
 
Page No.
 
A
Joint Filing Agreement
11

 
 

 
 

 
 
 
     
 
 
Page 11 of 11 Pages
 

 
EXHIBIT A

JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13G with respect to the American Depositary Shares of Pampa Energia S.A., dated as of January 26, 2012 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
 
 
AUTONOMY CAPITAL (JERSEY) L.P.
 
By:           /s/ Robert Charles Gibbins
Name:     Robert Charles Gibbins
Title:       Director
 
     
 
 
AUTONOMY CAPITAL RESEARCH LLP
 
By:           /s/ Robert Charles Gibbins
Name:     Robert Charles Gibbins
Title:       Managing Member
 
     
   
AUTONOMY AMERICAS LLC
 
By:           /s/ Robert Charles Gibbins
Name:     Robert Charles Gibbins
Title:       President
     
   
ROBERT CHARLES GIBBINS
 
By:           /s/ Robert Charles Gibbins
 
     

 
 
 
 
Date: January 26, 2012