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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).
CUSIP No. |
40051E202 |
1 | NAMES OF REPORTING PERSONS: Copenhagen Airports A/S |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||||||||
(b) þ | |||||||||||
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): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Denmark | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 750,000 ADSs (representing 7,500,000 Series B shares ) | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 750,000 ADSs (representing 7,500,000 Series B shares ) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
750,000 ADSs (representing 7,500,000 Series B shares ) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
þ | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
2.9%* | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
CO |
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(a) | This statement is filed by Copenhagen Airports A/S (CPH or the Reporting Person), a corporation organized under the laws of Denmark. Information with respect to the directors and officers of the Reporting Person and each person or entity ultimately in control of the Reporting Person is set forth on Annex A hereto. | ||
(b) | The Reporting Person is controlled by Mauritius Airports Copenhagen ApS, a Danish corporation (MAC), which directly owns 53% of the outstanding shares of CPH. MAC is wholly-owned by Mauritius Airports Copenhagen Holdings ApS, a Danish corporation (MACH). MACH is wholly-owned by Investeringer Danmark SA, a Luxembourg corporation (Investeringer). Investeringer directly owns 0.4% of the outstanding shares of CPH. Investeringer is wholly-owned (but for one share) by Mauritius Airports Europe No 2 S.A., a Luxembourg corporation (MAES2). MAES2 is wholly-owned (but for one share) by Mauritius Airports Europe Limited, a Bermudian corporation (MAEL). MAEL is majority owned by Mauritius Airports Limited (MAPL). MAPL is the ultimate parent of CPH. MAPL is part of a triple stapled structure (i.e., the securities of the three entities in the Macquarie Airports structure are stapled together and quoted (and traded) jointly on the Australian Stock Exchange) comprised of: (i) two Australian managed investment schemes called Macquarie Airports Trust (1) and Macquarie Airports Trust (2), which are managed by Macquarie Airports Management Limited, a wholly-owned subsidiary of Macquarie Bank Limited (Macquarie Bank), and (ii) MAPL, a Bermudan mutual fund advised by Macquarie Investment Management (UK) Limited (MIMUK), a wholly owned subsidiary of Macquarie. The three stapled entities are collectively referred to as MAp. | ||
(c) | The principal office or business address of the Reporting Person and each person or entity listed in Item 2 is as follows: CHPs principal address is Lufthavnsboulevarden 6, DK 2770 Kastrup, Denmark. The principal address of MAC is Hørkær 26, 2730 Herlev, Denmark. The principal address of MACH is Hørkær 26, 2730 Herlev, Denmark. The principal address of Investeringer is 5 rue Guillaume Kroll, BP2501, L-1025 Luxembourg. The principal address of MAES2 is 5, rue Guillaume Kroll, BP2501, L-1025 Luxembourg. The principal address of MAEL is Washington Mall 1, Reid Street, Hamilton HM11, Bermuda. The principal address of MAPL is Washington Mall 1, Reid Street, Hamilton HM11, Bermuda | ||
(d) | The principal business or occupation of the Reporting Person and each person or entity named in Item 2 is as follows: CPH is an airport operator in Europe, Mexico and China. MAC primarily serves as a holding company for CPHs shares. MACH primarily serves as an indirect holding Company for CPHs shares. Investeringer primarily serves as an indirect holding company for CPHs shares directly owned by MAC and also directly owns shares in CPH. MAES2 primarily serves as an indirect holding company of CPHs shares. MAEL primarily serves as a holding |
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company for investments in European airports (Brussels and Copenhagen). MAPLs principal business is the ownership and management of airports. |
(e) | During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any person or entity named in Item 2 and Annex A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | ||
(f) | During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Persons, any person or entity named in Item 2 and Annex A hereto, has 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 laws. | ||
(g) | The citizenship of each natural person named in Item 2 is listed in Annex A hereto and is incorporated herein by reference. |
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1 | Excludes the Series BB Shares owned by ITA (see Item 4) |
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(a) | Other than as set forth below, no person or entity named in Item 2 or Annex A beneficially owns ADSs or Series B Shares. |
Number of Series B | Percent of Shares | |||||||||||
Number of ADSs | Shares | Outstanding | ||||||||||
Beneficial Owner | Beneficially Owned | Beneficially Owned | as of June 1, 2006 | |||||||||
CPH |
750,000 | 7,500,000 | * | 2.9 | % |
*Represents the 10 Series B Shares represented by each ADS owned by the Reporting Person. |
(b) | CPH has the sole power to vote and dispose of 7,500,000 Series B Shares. | ||
(c) | There were no transactions in ADSs or Shares that were effected during the past sixty days or since the most recent filing of this Schedule 13D, whichever is less, by the Reporting Person or, to the knowledge of the Reporting Person, by the other persons named in Item 2 and Annex A hereto. | ||
(d) | No other person is 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 Shares. | ||
(e) | n/a |
Exhibit No | Description | |
99.1
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De-Merger Letter Agreement, entered into on March 29, 2007 between Fernando Chico Pardo and Copenhagen Airports A/S | |
99.2
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Limited Power of Attorney, dated as of April 4, 2007 |
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COPENHAGEN AIRPORTS A/S |
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/s/ John D. Nielsen, as Attorney-in-Fact | ||||
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Copenhagen Airports A/S (CPH) | ||
Principal Business:
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Airport Operator in Europe, Mexico and China | |
Business Address:
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P.O. Box 74 | |
Lufthavnsboulevarden 6 | ||
Kastrup, Denmark DK-2770 |
Present Principal | Principal | Type of | ||||||
Name | Occupation | Business Address | Business | Citizenship | ||||
Niels Boserup
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President & Chief Executive Officer |
See above | See above | Danish | ||||
Torben Thyregod
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Deputy Chief Executive | See above | See above | Danish | ||||
Officer and Chief | ||||||||
Financial Officer | ||||||||
Peter Rasmussen
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Senior Vice President, | See above | See above | Danish | ||||
Group Secretariat and | ||||||||
Group Legal Affairs |
Present Principal | Principal | Type of | ||||||
Name | Occupation | Business Address | Business | Citizenship | ||||
Henrik Gurtler
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Chief Executive Officer | Novo A/S | Pharmaceutical | Danish | ||||
(Chairman)
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of Novo A/S | 2880 Bagsværd | ||||||
Denmark | ||||||||
Kerrie Mather
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Chief Executive Officer | No. 1 Martin Place | MAp is a listed | Australian | ||||
of MAp | Sydney NSW 2000 | airport investment | ||||||
Australia | fund | |||||||
Max Moore-
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Chairman of MAp | No. 1 Martin Place | Mauritius Banks | Australian | ||||
Wilton
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and Chairman of Sydney | Sydney NSW 2000 | principal business is a | |||||
Airport Corporation | Australia | global provider of | ||||||
Limited | various banking | |||||||
related activities and | ||||||||
services | ||||||||
John Stent
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Division Director | CityPoint | [Investment Management] | British | ||||
European Airports, | 1 Ropemaker St | |||||||
MIMUK. | London EC2Y | |||||||
9HD UK | ||||||||
Andrew Cowley
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Deputy Chief Executive | No. 1 Martin Place | MAp is a listed | British | ||||
Officer for MAp | Sydney NSW 2000 | airport investment | ||||||
Australia | fund | |||||||
Philippe Hamon
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Consultant to Mauritius | CityPoint | Mauritius Bank is a | French | ||||
Bank | 1 Ropemaker St | global provider of | ||||||
London EC2Y | various banking | |||||||
9HD UK | related activities and | |||||||
services. | ||||||||
Stig Gellert
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Fireman for CPH | See above | See above | Danish | ||||
Keld Elager-
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Shop steward for CPH | See above | See above | Danish | ||||
Jensen |
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Ulla Thygesen
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Security Guard for CPH | See above | See above | Danish |
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Mauritius Airports Limited (MAPL) | ||
Principal Business:
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Airport investment fund | |
Business Address:
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Washington Mall 1, Reid Street, Hamilton HM11, Bermuda |
Present Principal | Principal | Type of | ||||||
Name | Occupation | Business Address | Business | Citizenship | ||||
Kerrie Mather
|
Chief Executive Officer | No. 1 Martin Place | MAp is a listed airport | Australian | ||||
of MAp | Sydney NSW 2000 | investment fund. | ||||||
Australia | ||||||||
Frank Kwok
|
Chief Financial Officer | No. 1 Martin Place | Map is a listed airport | Australian | ||||
of MAp | Sydney NSW 2000 | investment fund. | ||||||
Australia |
Present Principal | Principal | Type of | ||||||
Name | Occupation | Business Address | Business | Citizenship | ||||
Jeffrey Conyers
|
CEO of First Bermuda | 11 Church Street | First Bermuda provides | Bermudian | ||||
Group Limited. | Hamilton HM11 | advisory and execution | ||||||
Bermuda | services on worldwide | |||||||
offshore mutual funds | ||||||||
to individuals and local | ||||||||
companies based in | ||||||||
Bermuda | ||||||||
Sharon Beesley
|
Director of ISIS Limited. | 35 Crow Lane | ISIS provides | British | ||||
East Broadway | consultancy services to | |||||||
Paget HM 20 | institutions established | |||||||
Bermuda | in Bermuda and acts as | |||||||
an insurance | ||||||||
intermediary. | ||||||||
Max Moore-
|
Mauritius Bank Limited | No. 1 Martin Place | Mauritius Banks | Australian | ||||
Wilton
|
Executive Director and | Sydney NSW 2000 | principal business is a | |||||
Chairman of Sydney | Australia | global provider of | ||||||
Airport Corporation | various banking related | |||||||
Limited | activities and services | |||||||
Stephen Ward
|
Partner at the law firm of | HSBC Tower | Simpson Grierson | New Zealand | ||||
Simpson Grierson. | 195 Lambton Quay | provides legal services. | ||||||
Wellington | ||||||||
New Zealand |
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