San Faustin S.A. Reaffirms Control of Ternium S.A. in 13D/A Filing

TL;DR

**San Faustin S.A. just confirmed it still controls Ternium S.A., so expect business as usual.**

AI Summary

San Faustin S.A. filed an Amendment No. 10 to its Schedule 13D on January 22, 2024, reaffirming its significant ownership in Ternium S.A. The filing indicates that San Faustin S.A. and its affiliated group, including Inverban Investments S.L. and Techint Holdings S.A R.L., continue to hold a controlling interest in Ternium's Ordinary Shares, $1.00 par value per share. This matters to investors because San Faustin S.A. is the ultimate controlling shareholder of Ternium S.A., meaning their strategic decisions heavily influence the company's direction and future performance, impacting stock value.

Why It Matters

This filing confirms that Ternium S.A. remains under the control of San Faustin S.A. and its affiliates, ensuring continuity in leadership and strategic direction, which can provide stability or limit influence for minority shareholders.

Risk Assessment

Risk Level: low — The filing is an amendment confirming existing control, indicating no immediate change in ownership structure or significant new risks.

Analyst Insight

Investors should recognize that Ternium S.A. is a controlled company, meaning major strategic shifts are unlikely without the consent of San Faustin S.A. This implies stability but also limited influence for minority shareholders. Monitor future filings for any changes in ownership percentages or group composition.

Key Numbers

• $1.00 — Par Value per Share (The stated par value of Ternium S.A.'s Ordinary Shares.)

Key Players & Entities

• San Faustin S.A. (company) — the reporting person and ultimate controlling shareholder of Ternium S.A.
• Ternium S.A. (company) — the subject company whose shares are being reported
• Inverban Investments S.L. (Unipersonal) (company) — a group member affiliated with San Faustin S.A.
• Techint Holdings S.A R.L. (company) — a group member affiliated with San Faustin S.A.
• $1.00 (dollar_amount) — par value per share of Ternium S.A. Ordinary Shares
• Fernando J. Mantilla (person) — authorized to receive notices for San Faustin S.A.

Forward-Looking Statements

• San Faustin S.A. will maintain its controlling stake in Ternium S.A. (San Faustin S.A.) — high confidence, target: Ongoing
• Ternium S.A.'s strategic decisions will continue to align with the interests of San Faustin S.A. and its affiliated group. (Ternium S.A.) — high confidence, target: Next 12-24 months

FAQ

Key Financial Figures

• $1.00 — . (Name of Issuer) Ordinary Shares, $1.00 par value per share (Title of Class o
• $1 — lating to the Ordinary Shares par value $1 per share of Ternium S.A. (the “O

Filing Documents

• ea191956-13da10san_ternium.htm (SC 13D/A) — 220KB
• 0001213900-24-005117.txt ( ) — 222KB

Identity and Background

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”) Fascinatio Boulevard 764, 2909 VA Capelle aan den Ijssel, 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”) 26, Boulevard Royal, Ground Floor, L-2449, 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”) 26, Boulevard Royal, Ground Floor, L-2449, 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”) 26, Boulevard Royal, 4 th Floor, L-2449, Luxembourg. TENARIS is a société anonyme (public limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. Approximately 61.4% of the shares of TENARIS are held by TECHINT HOLDINGS. (e) TENARIS GLOBAL SERVICES AND INVESTMENTS S.À R.L. (“TENARIS GS INVESTMENTS”) 26, Boulevard Royal, 4 th Floor, L-2449, Luxembourg. TENARIS GS INVESTMENTS S.À R.L. is a société à responsabilit

Interest in Securities of the Issuer

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 GS INVESTMENTS. See items (7) through (11) and (13) on page 6 TEFIN. See items (7) through (11) and (13) on page 7 INVERBAN. See items (7) through (11) and (13) on page 8 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. (d) Not applicable. (e) Not applicable.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Description A Power of Attorney of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN dated October 31 st , 2023.*** B Power of Attorney of SAN FAUSTIN S.A. dated September 28 th , 2023.*** C Power of Attorney of TECHINT HOLDINGS S.à r.l. dated September 28 th , 2023.*** D Power of Attorney of TENARIS S.A. dated October 3 rd , 2023.*** E Power of Attorney of TENARIS GLOBAL SERVICES AND INVESTMENTS S.à r.l. dated October 3 rd , 2023.*** F Power of Attorney of TECHINT FINANCIAL SERVICES S.L. (Unipersonal) dated September 28 th , 2023.*** G Power of Attorney of INVERBAN INVESTMENTS S.L. (Unipersonal) dated September 28 th , 2023.*** *** Previously filed as an exhibit to the Schedule 13D of Ternium S.A. dated November 2 nd , 2023 and incorporated by reference in this Amendment No. 10. Page 10 of 24 Schedule I ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN MANAGEMENT Manager Residence or business address Present principal occupation Citizenship Earl Management (Netherlands) B.V. Fascinatio Boulevard 764, 2909 VA Capelle aan den IJssel, The Netherlands Management Company Dutch VOTING COMMITTEE Members Residence or business address Present principal occupation Citizenship Paolo Rocca (Chairman) Av. Leandro N. Alem 1067, 29 th floor, Buenos Aires, Argentina Chairman & CEO of Tenaris S.A. Italian Gianfelice Rocca Via Monte Rosa 93, 20149 Milan, Italy Chairman of the Board of San Faustin S.A. Italian Roberto Bonatti Viale Piave 4, 20129 Milan, Italy Director of San Faustin S.A. Italian Sofía Bonatti Elias de Tejada Rue Antoine Breart 167, Bruxelles, Belgium Lawyer Swiss Giovanni Sardagna Gravules-ch 10, 7522 La Punt Chamues-ch, Switzerland Director of Investors’ relations of Tenaris S.A. Italian Andres Piñeyro Paseo de Recoletos Nº 12, 3 rd floor, 28001 Madrid, Spain Presid

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