Statement of Ownership (sc 13g)
February 13 2014 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
Consolidated
Water Co. Ltd.
(Name of Issuer)
COMMON STOCK
(Title of
Class of Securities)
G23773107
(CUSIP Number)
December
31, 2013
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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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.
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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).
13G
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CUSIP No. G23773107
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Page
2
of 15
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1.
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Name of
reporting person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Bank of Australia
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2.
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Check the appropriate box if a member
of a group
(a)
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(b)
x
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3.
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SEC use only
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4.
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Citizenship or place of
organization
Australian Capital Territory, Commonwealth of
Australia
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
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Sole voting power
0
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6.
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Shared voting power
312,504 shares
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
312,504 shares
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9.
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Aggregate amount beneficially owned by each reporting person
312,504 shares
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10.
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Check box if the aggregate amount in
Row (9) excludes certain shares
¨
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11.
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Percent of class represented by amount
in Row (9)
Approximately 2.134% (based on 14,646,948 shares
issued and outstanding, per Form 10-Q dated 12
th
November 2013)
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12.
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Type of reporting person
BK/HC
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13G
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CUSIP No. G23773107
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Page
3
of 15
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1.
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Name of
reporting person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colonial Holding Company Limited
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2.
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Check the appropriate box if a member
of a group
(a)
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(b)
x
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3.
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SEC use only
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4.
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Citizenship or place of
organization
New South Wales, Commonwealth of
Australia
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
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Sole voting power
0
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6.
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Shared voting power
312,504 shares
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
312,504 shares
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9.
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Aggregate amount beneficially owned by each reporting person
312,504 shares
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10.
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Check box if the aggregate amount in
Row (9) excludes certain shares
¨
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11.
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Percent of class represented by amount
in Row (9)
Approximately 2.134% (based on 14,646,948 shares
issued and outstanding, per Form 10-Q dated 12
th
November 2013)
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12.
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Type of reporting person
HC
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13G
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CUSIP No. G23773107
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Page
4
of 15
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1.
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Name of
reporting person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Insurance Holdings Limited
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2.
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Check the appropriate box if a member
of a group
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Citizenship or place of
organization
New South Wales, Commonwealth of
Australia
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
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Sole voting power
0
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6.
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Shared voting power
312,504 shares
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
312,504 shares
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9.
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Aggregate amount beneficially owned by each reporting person
312,504 shares
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10.
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Check box if the aggregate amount in
Row (9) excludes certain shares
¨
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11.
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Percent of class represented by amount
in Row (9)
Approximately 2.134% (based on 14,646,948 shares
issued and outstanding, per Form 10-Q dated 12
th
November 2013)
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12.
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Type of reporting person
HC
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13G
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CUSIP No. G23773107
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Page
5
of 15
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1.
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Name of
reporting person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colonial First State Group Limited
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2.
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Check the appropriate box if a member
of a group
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Citizenship or place of
organization
Victoria, Commonwealth of
Australia
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
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Sole voting power
0
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6.
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Shared voting power
312,504 shares
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
312,504 shares
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9.
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Aggregate amount beneficially owned by each reporting person
312,504 shares
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10.
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|
Check box if the aggregate amount in
Row (9) excludes certain shares
¨
|
11.
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|
Percent of class represented by amount
in Row (9)
Approximately 2.134% (based on 14,646,948 shares
issued and outstanding, per Form 10-Q dated 12
th
November 2013)
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12.
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Type of reporting person
HC
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13G
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CUSIP No. G23773107
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Page
6
of 15
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1.
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Name of
reporting person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First State Investment Management (UK) Limited
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2.
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Check the appropriate box if a member
of a group
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Citizenship or place of
organization
Scotland, United Kingdom
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
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Sole voting power
0
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6.
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Shared voting power
130,612 shares
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7.
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Sole dispositive power
0
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8.
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Shared dispositive power
130,612 shares
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9.
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Aggregate amount beneficially owned by each reporting person
130,612 shares
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10.
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Check box if the aggregate amount in
Row (9) excludes certain shares
¨
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11.
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Percent of class represented by amount
in Row (9)
Approximately 0.892% (based on 14,646,948 shares
issued and outstanding, per Form 10-Q dated 12
th
November 2013)
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12.
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Type of reporting person
IA
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13G
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CUSIP No. G23773107
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Page
7
of 15
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Item 1(a)
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Name of Issuer: Consolidated Water Co Ltd
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Item 1(b)
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Address of Issuers Principal Executive Offices:
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Regatta Office Park
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West Bay Road, Po Box 1114
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Grand Cayman, Ky1 1102
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Cayman Islands
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Item 2(a)
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Name of Person Filing
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Item 2(b)
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Address of Principal Business Office
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Item 2(c)
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Citizenship
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Commonwealth Bank of Australia
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Ground Floor, Tower 1
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201 Sussex Street
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Sydney, New South Wales, 2000
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Commonwealth of Australia
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Australian Capital Territory
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Colonial Holding Company Limited
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Ground Floor, Tower 1
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201 Sussex Street
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Sydney, New South Wales, 2000.
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Commonwealth of Australia
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New South Wales
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Commonwealth Insurance Holdings Limited
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Ground Floor, Tower 1
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201 Sussex Street
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Sydney, New South Wales, 2000
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Commonwealth of Australia
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New South Wales
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Colonial First State Group Limited
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Ground Floor, Tower 1
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201 Sussex Street
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Sydney, New South Wales, 2000
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Commonwealth of Australia
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Victoria
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First State Investment Management (UK) Limited
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23 St Andrew Square
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Edinburgh, EH2 1BB
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Scotland
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Item 2(d)
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Title of Class of Securities:
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COMMON STOCK
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13G
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CUSIP No. G23773107
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Page
8
of 15
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Item 2(e)
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CUSIP Number:
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G23773107
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act;
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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x
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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x
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A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J), please specify the type of institution: First State Investment Management (UK) Limited is an investment adviser registered
pursuant to the law of the jurisdiction in which it is located.
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If this statement
is filed pursuant to Rule 13d-1(c), check this box:
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(a)
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Amount beneficially owned:
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Incorporated by reference to Item 9 of the cover page
pertaining to each reporting person.
Incorporated by reference to Item 11 of the cover page pertaining to
each reporting person.
13G
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CUSIP No. G23773107
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Page
9
of 15
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(c)
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Number of shares as to which such person has:
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(i) sole power to vote or to direct the vote:
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Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.
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(ii) shared power to vote or to direct the vote:
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Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.
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(iii) sole power to dispose or to direct the disposition of:
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Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.
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(iv) shared power to dispose or to direct the disposition of:
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Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.
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Item 5
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Ownership of Five Percent or Less of a Class:
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As of the date hereof, none of the filing persons is the beneficial owner of more than five percent of the class of securities reported herein.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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Not Applicable.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
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See Exhibit 99.2.
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Item 8
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Identification and Classification of Members of the Group:
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Not Applicable.
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Item 9
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Notice of Dissolution of Group:
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Not Applicable.
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Item 10
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Certification:
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By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the
13G
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CUSIP No. G23773107
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Page
10
of 15
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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. I also certify that, to the
best of my knowledge and belief, the foreign regulatory schemes applicable to the relevant subsidiaries referenced in Exhibit 99.2 to this Schedule 13G are substantially comparable to the regulatory scheme applicable to the functionally equivalent
U.S. institution(s), and that I undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated this 13th day of February, 2014.
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Commonwealth Bank of Australia
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By:
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/s/ Margaret Taylor
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Name:
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Margaret Taylor
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Title:
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Company Secretary
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Colonial Holding Company Limited
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By:
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/s/ Michael Venter
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Name:
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Michael Venter
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Title:
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Director
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Commonwealth Insurance Holdings Limited
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By:
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/s/ Michael Venter
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Name:
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Michael Venter
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Title:
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Director
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Colonial First State Group Limited
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By:
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/s/ Michael Venter
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Name:
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Michael Venter
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Title:
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Director
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13G
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CUSIP No. G23773107
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Page
11
of 15
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First State Investment Management (UK) Limited
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By:
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/s/ Gregory Robert Cooper
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Name:
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Gregory Robert Cooper
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Title:
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Director
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13G
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CUSIP No. G23773107
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Page
12
of 15
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INDEX TO EXHIBITS
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Exhibit
No.
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Exhibit
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99.1
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Joint Filing Agreement
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99.2
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Item 7 Information
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