Holcim, ASPI plan full tender offer at Cementos Pacasmayo (CPAC)

Rhea-AI Filing Summary

Holcim Ltd and Inversiones ASPI S.A. filed Amendment No. 1 to their Schedule 13D on Cementos Pacasmayo S.A.A., stating beneficial ownership of 211,985,547 common shares, or 50.01% of the class, based on 423,868,449 common shares outstanding as of June 16, 2026.

The amendment also notes that on June 15, 2026 Holcim’s Executive Committee determined that the planned Public Tender Offer would be made for any and all issued and outstanding common shares of Cementos Pacasmayo, signaling an intention to launch a full tender for the company’s equity.

Insights

M&A and control-transactions analyst

Amended 13D confirms majority control and a planned full tender offer.

Holcim Ltd and Inversiones ASPI S.A. report beneficial ownership of 211,985,547 Cementos Pacasmayo common shares, equal to 50.01% of the class, based on 423,868,449 shares outstanding as of June 16, 2026. This reflects majority voting and dispositive power.

The amendment adds that Holcim’s Executive Committee decided on June 15, 2026 that the Public Tender Offer will target any and all issued and outstanding common shares. That language indicates an intended offer for the full free float rather than a partial stake.

Actual impact will depend on the eventual tender offer terms, including price and conditions, which are not detailed here. Subsequent company communications and regulatory materials related to the Public Tender Offer would provide the concrete economic details for shareholders.

Key Figures

Beneficial ownership: 211,985,547 shares Ownership percentage: 50.01% Shares outstanding: 423,868,449 shares +1 more

4 metrics

Beneficial ownership 211,985,547 shares Common shares of Cementos Pacasmayo beneficially owned by each reporting person

Ownership percentage 50.01% Percent of Cementos Pacasmayo common shares represented by 211,985,547 shares

Shares outstanding 423,868,449 shares Cementos Pacasmayo common shares outstanding as of June 16, 2026

Par value S/1.00 per share Par value of Cementos Pacasmayo common shares

Key Terms

Schedule 13D, beneficially owned, Public Tender Offer, sole voting power, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Number of Shares Beneficially Owned by Each Reporting Person With:"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Public Tender Offer financial

"Holcim's Executive Committee determined that the Public Tender Offer would be made for any and all of the issued and outstanding Common Shares."

sole voting power financial

"Sole Voting Power 211,985,547.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Sole Dispositive Power 211,985,547.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

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Available on EDGAR 06/17/2026 - 06:05 AM Accepted by SEC EDGAR 06/17/2026 - 06:04 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

CEMENTOS PACASMAYO SAA

(Name of Issuer)

Common Shares, par value S/1.00 per share

(Title of Class of Securities)

15126Q109

(CUSIP Number)

Paul K. Humphreys, Esq.
Freshfields US LLP, 3 World Trade Center, 175 Greenwich Street
New York, NY, 10007
(212) 277-4000

Michael A. Levitt, Esq.
Freshfields US LLP, 3 World Trade Center, 175 Greenwich Street
New York, NY, 10007
(212) 277-4000

Jeremy Barr, Esq.
Freshfields US LLP, 3 World Trade Center, 175 Greenwich Street
New York, NY, 10007
(212) 277-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/15/2026

(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.

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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 15126Q109

1

Name of reporting person

Inversiones ASPI S.A.

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)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

PERU

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 211,985,547.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 211,985,547.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

211,985,547.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

50.01 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

All calculations of percentage ownership in this Schedule 13D with respect to the Reporting Persons are based upon a total of 423,868,449 common shares, par value S/1.00 per share (the "Common Shares"), of Cementos Pacasmayo S.A.A., a publicly held corporation (sociedad anonima abierta) organized under the laws of Peru (the "Company"), outstanding as of June 16, 2026, as disclosed on the Company's website on such date.

SCHEDULE 13D

CUSIP Number(s): 15126Q109

1

Name of reporting person

Holcim Ltd.

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

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 211,985,547.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 211,985,547.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

211,985,547.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

50.01 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

All calculations of percentage ownership in this Schedule 13D with respect to the Reporting Persons are based upon a total of 423,868,449 Common Shares of the Company outstanding as of June 16, 2026, as disclosed on the Company's website on such date.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value S/1.00 per share
(b)	Name of Issuer: CEMENTOS PACASMAYO SAA
(c)	Address of Issuer's Principal Executive Offices: Calle La Colonia 150, Urbanizacion El Vivero Surco, Lima, PERU , 00000.
Item 1 Comment: This Amendment No. 1 ("Amendment No. 1") supplements and amends the Schedule 13D filed on April 4, 2026 (the "Original Schedule 13D") which relates to the Common Shares of the Company. Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended by adding the following sentence to the end of the third paragraph under the heading "Share Purchase Agreement": On June 15, 2026, Holcim's Executive Committee determined that the Public Tender Offer would be made for any and all of the issued and outstanding Common Shares.

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.

Inversiones ASPI S.A.

Signature:	/s/ Sara Jimenez Fandino
Name/Title:	Sara Jimenez Fandino / Holcim Regional General Counsel Latam
Date:	06/17/2026

Signature:	/s/ Norberto German Ledea
Name/Title:	Norberto German Ledea/Holcim Peru Country CEO
Date:	06/17/2026

Holcim Ltd.

Signature:	/s/ Grant Earnshaw
Name/Title:	Grant Earnshaw / Region Head West Europe
Date:	06/17/2026

Signature:	/s/ Lukas Studer
Name/Title:	Lukas Studer / Group General Counsel
Date:	06/17/2026

FAQ

What does the Cementos Pacasmayo (CPAC) Schedule 13D/A amendment disclose?

The amendment discloses that Holcim Ltd and Inversiones ASPI S.A. beneficially own 211,985,547 common shares of Cementos Pacasmayo, equal to 50.01% of the class, and that Holcim’s Executive Committee plans a Public Tender Offer for any and all outstanding common shares.

How many Cementos Pacasmayo shares do Holcim and Inversiones ASPI beneficially own?

Holcim and Inversiones ASPI beneficially own 211,985,547 Cementos Pacasmayo common shares. This stake represents 50.01% of the company’s common shares, based on 423,868,449 shares outstanding as of June 16, 2026, giving them majority voting and dispositive power.

What percentage of Cementos Pacasmayo’s common shares is reported as owned in this filing?

The filing reports beneficial ownership of 50.01% of Cementos Pacasmayo’s common shares. This percentage is calculated against a total of 423,868,449 common shares outstanding as of June 16, 2026, as disclosed on the company’s website on that date.

What decision did Holcim make regarding a Public Tender Offer for CPAC shares?

Holcim’s Executive Committee determined on June 15, 2026 that the Public Tender Offer will be made for any and all issued and outstanding Cementos Pacasmayo common shares. This indicates an intended full tender rather than a limited or partial offer for the company’s equity.

Who are the reporting persons in the Cementos Pacasmayo Schedule 13D/A?

The reporting persons are Inversiones ASPI S.A., organized in Peru, and Holcim Ltd, organized in Switzerland. Each reports sole voting and dispositive power over 211,985,547 Cementos Pacasmayo common shares, corresponding to 50.01% of the outstanding common shares.

What is the total number of Cementos Pacasmayo common shares outstanding used in the ownership calculation?

The ownership percentages are based on 423,868,449 Cementos Pacasmayo common shares outstanding as of June 16, 2026. This total share count comes from information disclosed on the company’s website and serves as the denominator for the 50.01% beneficial ownership figure.