Current Report Filing (8-k)
May 11 2016 - 5:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 11, 2016
(Date of earliest event reported)
CONSOLIDATED WATER CO. LTD.
(Exact Name of Registrant as Specified in
Charter)
Cayman Islands, B.W.I.
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0-25248
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98-0619652
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(State or Other Jurisdiction of
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(Commission File No.)
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(IRS Employer Identification No.)
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Incorporation)
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Regatta Office Park
Windward Three, 4
th
Floor
West Bay Road, P.O. Box 1114
Grand Cayman, KY1-1102
Cayman Islands
(Address of Principal Executive Offices)
(345) 945-4277
(Registrant’s telephone number, including
area code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01.
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Regulation FD Disclosure.
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On May 11, 2016, Consolidated Water Co.
Ltd. (the “Company”) held an investor conference call (the “Conference Call”) to discuss its operating
results from the first quarter ended March 31, 2016 and other topics of interest. As previously reported, the Company through its
majority-owned subsidiary, N.S.C. Agua, S.A. de C.V. (“NSC”), is pursuing a project (the “Project”) encompassing
the construction, operation and minority ownership of a seawater reverse osmosis desalination plant to be located in northern Baja
California, Mexico and accompanying pipelines to deliver water to the Mexican potable water system. The Company has acknowledged
since the inception of the Project that, due to the amount of capital the Project requires, NSC will ultimately need an equity
partner or partners for the Project and would maintain a minority ownership position in the company that would build and own the
Project (“NewCo”). During the Conference Call, Frederick W. McTaggart, the Company’s President and Chief Executive
Officer, stated that NSC would hold a 15% (or less) equity interest in the Project. The Company is hereby correcting such statement,
as follows:
In the tender for the Project submitted
to the State of Baja California (the “State”), NSC is proposed to hold a 25% ownership interest in NewCo. Such ownership
interest has been determined based upon the requirements of the tender, negotiations to date with NSC’s proposed partners
in NewCo and various assumptions made about available financing for NewCo should it be awarded the Project. However, assuming the
State ultimately awards the Project to NewCo, the actual ownership percentage that NSC would hold of NewCo will be dependent upon
several factors including, but not limited to, the actual terms of the final contract negotiated for the Project with the State,
the final determination of the scope and cost of the Project, and the final determination of the amount, composition and cost of
the debt financing necessary to complete the Project. While the Company continues to believe that NSC would maintain a minority
ownership position in NewCo, it cannot provide definitive guidance at this time as to what percentage of ownership of NewCo that
NSC would ultimately hold.
The information set forth in this Current
Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the
Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general
incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing
of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required
to be disclosed solely by reason of Regulation FD.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CONSOLIDATED WATER CO. LTD.
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By:
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/s/ David W. Sasnett
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Name:
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David W. Sasnett
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Title:
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Executive Vice President & Chief Financial Officer
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Date: May 11, 2016
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