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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Grupo Aeroportuario del Sureste, S.A.B. de C.V.
(Southeast Airport Group)
(Name of Issuer)
Series B Shares, without par value
American Depositary Shares, evidenced by American Depositary Receipts,
each representing ten Series B Shares
(Title of Class of Securities)
40051E202
(CUSIP Number)
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JMEX B.V.
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MAp Airports International Limited |
c/o Fortis Intertrust (Netherlands) B.V.
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Penboss Building |
Prins Bernhardplein
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50 Parliament Street |
1097 JB Amsterdam
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Hamilton HM12 |
The Netherlands
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Bermuda |
+31 (20) 521-4684
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+1 (441) 295-8282 |
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With copies to:
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Edward Sonnenschein, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
(212) 906-1200
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Alexander F. Cohen, Esq.
Latham & Watkins LLP
555 Eleventh Street, NW
Washington, DC 20004
(202) 637-2200 |
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 28, 2010
(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. 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).
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1 |
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).
JMEX B.V. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC, AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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The Netherlands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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47,974,228 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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47,974,228 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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47,974,228 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.3%* |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO** |
* Based on 277,050,000 Series B shares reported as issued and outstanding at December 31, 2009 in the issuers Form 20-F for the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission on May 28, 2010.
** JMEX B.V. is a private company with limited liability organized under the laws of The Netherlands.
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1 |
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only).
MAp Airports International Limited |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Bermuda
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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47,974,228 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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47,974,228 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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47,974,228 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.3%* |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO** |
* Based on 277,050,000 Series B shares reported as issued and outstanding at December 31, 2009 in the issuers Form 20-F for the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission on May 28, 2010.
** MAp Airports International Limited, formerly known as Macquarie Airports Limited, is a mutual
fund company organized under the laws of Bermuda.
Amendment No. 4 to Schedule 13D
This amendment No. 4 to Schedule 13D (Amendment No. 4) is being filed by JMEX B.V.
(JMEX) and its ultimate parent, MAp Airports International Limited (MAp), which
are collectively referred to herein as the Reporting Persons, to amend and supplement the
statement on Schedule 13D filed with the Securities and Exchange Commission on August 20, 2008, as
amended by Amendment No. 1 filed on September 9, 2008, Amendment No. 2 filed on September 15, 2008
and Amendment No. 3 filed on December 24, 2008 (the Schedule 13D), to, among other
things, reflect JMEXs acquisition of series B shares (Series B Shares), without par
value, and American Depositary Shares, as evidenced by American Depositary Receipts, each
representing ten Series B Shares (the ADSs), of Grupo Aeroportuario del Sureste, S.A.B.
de C.V., a limited liability corporation (sociedad anónima bursátil de capital variable) (the
Company), organized under the laws of the United Mexican States.
Capitalized terms used but not otherwise defined herein shall have the meanings given to them in
the Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any
of the information previously reported on the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by adding at the end of such Item 3 the following
paragraph:
In connection with the termination of the Nova Scotia swap described in Item 6, JMEX decided to
acquire an additional 4,498,508 Series B Shares and an additional 1,934,291 ADSs (representing an
aggregate of 19,342,910 Series B Shares) as set forth on Schedule VII hereto. Such acquisition was
completed on June 28, 2010, as described in Item 5. The aggregate purchase price of $117,792,007.27
(excluding commissions) paid for those additional Series B Shares and ADSs was obtained from the
cash reserves of JMEX and another affiliate of MAp.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by deleting the text thereof in its entirety and
replacing it with the following:
JMEX acquired additional Series B Shares and/or ADSs concurrently with its termination of the Nova
Scotia swap as described in Item 3.
The Reporting Persons are evaluating various options in respect of their interests in Series B
Shares and ADSs. Concurrently with the evaluation of these various options, the Reporting Persons
are taking preparatory steps to facilitate a sale of all of their Series B Shares and ADSs,
including the Series B Shares and ADSs described in Item 3, from time to time in one or more market
transactions, in the near term, depending on several factors, including the industry, economic and
market conditions, the Companys financial condition, business, operations, competitive position,
prospects and share price, and other factors deemed relevant.
Other than as described in this Item 4, neither the Reporting Persons nor any other person named in
Item 2, nor, to the knowledge of the Reporting Persons, any person listed on Schedules I or II,
have any current plans or proposals that relate to or would result in any of the actions set forth
in items (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons may, from time
to time, review or reconsider their position, change their purposes and/or develop such plans or
proposals.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by replacing Section (a) thereof with the following
paragraph:
(a) As of June 28, 2010, the Reporting Persons beneficially own 8,137,108 Series B Shares and
3,983,712 ADSs (representing 39,837,120 Series B Shares), over all of which shares each of the
Reporting Persons have sole dispositive power and voting power. Such shares constitute
approximately 17.32% of the Series B Shares, based on 277,050,000 Series B shares reported as
issued and outstanding at December 31, 2009 in the issuers Form 20-F for
the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission on May
28, 2010. (See response to Item 6 with respect to certain relationships to holders of Company
securities.)
Item 5 of Schedule 13D is further amended by inserting at the end of Section 5(c) the following
paragraph:
Schedule VII attached hereto, which is incorporated herein by reference, sets forth JMEXs
purchases of Series B Shares and ADSs representing Series B Shares on June 28, 2010 (the
Date). Except as set forth on Schedule VII, there were no transactions in ADSs or Series
B Shares that were effected during the Date by the Reporting Persons or any other person named in
Item 2 or, to the knowledge of the Reporting Persons, by the other persons listed on Schedules I
and II to the Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of
the Issuer.
The first paragraph of Item 6 of the Schedule 13D are hereby amended by replacing it in its
entirety with the following:
Effective June 28, 2010, JMEX terminated its cash-settled equity swap (the Nova Scotia
swap) with The Bank of Nova Scotia as counterparty. The Nova Scotia swap referenced Series B
Shares and ADSs and represented economic exposure to approximately 8.61% of the Series B Shares
reported by the Company as issued and outstanding at December 31, 2009.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that
the information set forth in this statement is true, complete and correct.
Dated: June 28, 2010
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JMEX B.V.
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By: |
/s/ Kerrie Mather |
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Name: Kerrie Mather |
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Title: Director and authorized
officer/signatory |
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MAp AIRPORTS INTERNATIONAL LIMITED
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By: |
/s/ Kerrie Mather
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Name: Kerrie Mather |
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Title: CEO |
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Schedule VII
Additional Series B Shares/ADSs
A. Transactions in Series B Shares
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Price per Share (excluding |
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Trade Date |
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No. of Shares |
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commissions) (MXN) |
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June 28, 2010 |
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8 |
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62.41 |
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June 28, 2010 |
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4,400,700 |
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62.45 |
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June 28, 2010 |
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97,800 |
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62.46 |
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B. Transactions in ADSs
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Price per ADS (excluding |
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Trade Date |
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No. of ADSs |
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No. of Underlying Shares |
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commissions) (US$) |
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June 28, 2010 |
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1,934,291 |
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19,342,910 |
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49.42 |
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