UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of
March 2018
Commission File Number: 001-32751
GRUPO AEROPORTUARIO DEL PACÍFICO S.A.B. DE C.V.
(PACIFIC AIRPORT GROUP)
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(Translation of
Registrant’s Name Into English)
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México
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(Jurisdiction
of incorporation or organization)
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Avenida Mariano Otero No. 1249-B
Torre Pacifico, Piso 6
Col. Rinconada del Bosque
44530 Guadalajara, Jalisco, México
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(Address of principal
executive offices)
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Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F
Form 20-F
x
Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
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Note
: Regulation S-T Rule 101(b)(1) only permits the submission
in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
____
Note:
Regulation S-T Rule 101(b)(7) only permits the submission
in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish
and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s
securities are traded, as long as the report or other document is not a press release, is not required to be and has not been
distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a
Form 6-K submission or other Commission filing on EDGAR.
GRUPO AEROPORTUARIO DEL PACIFICO, S.A.B. DE C.V.
ANNOUNCES ANNUAL GENERAL ORDINARY AND
EXTRAORDINARY SHAREHOLDERS’ MEETING
Guadalajara, Jalisco, Mexico, March 9, 2018 - Grupo
Aeroportuario del Pacifico, S.A.B. de C.V., (NYSE: PAC; BMV: GAP) (“the Company” or “GAP”) announced the
following:
Pursuant to a resolution adopted by our board of
directors on February 22, 2018, and in accordance with Articles 180, 181, 182 and other applicable articles of the Mexican General
Corporations Law and Article 35 of the Company’s bylaws, Grupo Aeroportuario del Pacífico, S.A.B. de C.V. invites
its shareholders to the annual General Ordinary and General Extraordinary Shareholders’ Meeting on April 25, 2018 at 12:00
and 1:00 pm, respectively, in Salon Oceania I of the Hotel Hilton, located at Av. De las Rosas 2933, Col. Rinconada del Bosque,
Guadalajara, Jalisco, Mexico, to discuss the following:
ANNUAL GENERAL ORDINARY SHAREHOLDERS’
MEETING
MEETING AGENDA
I.
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In compliance
with Article 28, Section IV of the Mexican Securities Market Law,
the
following will be presented and, if applicable,
submitted
for approval:
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a.
The Chief Executive Officer’s report regarding
the results of operations for the fiscal year ended December 31, 2017, in accordance with Article 44, Section XI of the Mexican
Securities Market Law and Article 172 of the Mexican General Corporations Law, together with the external auditor’s report,
with respect to the Company on an unconsolidated basis in accordance with Mexican Financial Reporting Standards (“MFRS”),
as well as with respect to the Company and its subsidiaries on a consolidated basis in accordance with International Financial
Reporting Standards (“IFRS”), each based on the Company’s most recent financial statements under both standards.
b.
Our board of directors’ comments to the Chief
Executive Officer’s report.
c.
Our board of directors’ report in accordance
with Article 172, clause b, of the
Mexican General
Corporations Law, regarding the Company’s main accounting policies and criteria, as well as the information used to prepare
the Company’s financial statements.
For more information
please visit
www.aeropuertosgap.com.mx
or contact:
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In Mexico
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In the U.S.
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Saúl Villarreal García, Chief Financial Officer
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Maria Barona
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Paulina Sánchez, Investor Relations Officer
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i-advize Corporate Communications
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Grupo Aeroportuario del Pacífico, S.A.B. de C.V.
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Tel: 212 406 3691/94
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Tel: 52 (33) 38801100 ext 20151
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gap@i-advize.com
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svillarreal@aeropuertosgap.com.mx
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psanchez@aeropuertosgap.com.mx
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d.
Report on transactions and activities undertaken by
our board of directors during the fiscal year ended December 31, 2017, pursuant to the Mexican Securities Market Law.
e.
The annual report on the activities undertaken by
the Audit and Corporate Practices Committee in accordance with Article 43 of the Mexican Securities Market Law, as well as ratification
of the actions of the various committees, and release from further obligations.
f.
Report on the Company’s compliance with tax
obligations for the fiscal year ended December 31, 2016, and instruction to Company officials to comply with tax obligations corresponding
to the fiscal year ended December 31, 2017, in accordance with Article 26, Section III of the Mexican Fiscal Code.
II.
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As a result
of the reports in item I above, ratification of the actions by our board of directors and officer and release from further obligations
in the fulfillment of their duties.
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III.
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Presentation,
discussion and submission for approval of the Company’s financial statements on an unconsolidated basis in accordance with
MFRS for purposes of calculating legal reserves, net income, fiscal effects related to dividend payments and capital reduction,
as applicable, and approval of the financial statements of the Company and its subsidiaries on a consolidated basis in accordance
with IFRS for their publication to financial markets, with respect to operations during the fiscal year ended December 31, 2017
fiscal period; and approval of the external auditor’s report regarding the aforementioned financial statements.
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IV.
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Proposal to
approve from the Company’s net income for the fiscal year ended December 31, 2017, reported in its unconsolidated financial
statements in accordance with MFRS presented in agenda item III above, which was Ps. 4,533,604,331.00 (FOUR BILLION, FIVE HUNDRED
AND THIRTY THREE MILLION, SIX HUNDRED AND FOUR THOUSAND, AND THREE HUNDRED AND THIRTY ONE PESOS 00/100 M.N., the allocation of
5% (FIVE PERCENT) of this amount, or Ps. 226,680,217.00 (TWO HUNDRED AND TWENTY-SIX MILLION, SIX HUNDRED AND EIGHTY THOUSAND AND
TWO HUNDRED AND SEVENTEEN PESOS 00/100 M.N.), towards increasing the Company’s legal reserves, with the remaining balance
of Ps. 4,306,924,114.00 (FOUR BILLION, THREE HUNDRED AND SIX MILLION, NINE HUNDRED AND TWENTY-FOUR THOUSAND, AND ONE HUNDRED AND
FOURTEEN PESOS 00/100 M.N. to be allocated to the account for net income pending allocation.
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V.
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Presentation,
discussion, and submission for approval of the allocation from the account for net income pending allocation, of an amount equal
to Ps. 4,307,743,840.00 (FOUR BILLION, THREE HUNDRED AND SEVEN MILLION, SEVENHUNDRED AND FORTY-THREE THOUSAND, AND EIGHT HUNDRED AND FORTY PESOS 00/100 M.N.), for declaring a dividend equal to Ps. 7.62 (SEVEN PESOS AND SIXTY TWO CENTS) per share, to be distributed to each share outstanding as of the payment date, excluding any shares repurchased by the Company as of each payment date in accordance with Article 56 of the Mexican Securities Market Law; any amounts of net income pending allocation remaining after the payment of such dividend will remain in the account for net income pending allocation.
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The dividend
will be paid in the following manner:
i)
Ps. 3.81 (THREE PESOS 81/100 M.N.) per share as of
the payment date, to be distributed before August 31, 2018; and
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ii)
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Ps. 3.81 (THREE PESO 81/100 M.N.) per share as of the
payment date, to be distributed before December 31, 2018.
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VI.
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Cancellation
of any amounts outstanding under the share repurchase program approved at the Annual General Ordinary Shareholders’ Meeting
that took place on April 25, 2017 for Ps. 995,000,000.00 (NINE HUNDRED AND NINETY FIVE MILLION PESOS 00/100 M.N.) and approval
of Ps. 1,250,000,000.00 (ONE BILLION, TWO HUNDRED AND FIFTY MILLION PESOS 00/100 M.N.) as the maximum amount to be allocated toward
the repurchase of the Company’s shares or credit instruments that represent such shares for the 12-month period following
April 25, 2018, in accordance with Article 56, Section IV of the Mexican Securities Market Law.
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VII.
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The report regarding the designation or ratification of the four members of our board
of directors and their respective alternates named by the Series BB shareholders.
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VIII.
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Ratification
and/or designation of the person(s) that will serve as member(s) of the Company’s board of directors, as designated by any
holder or group of holders of Series B shares that owns, individually or collectively, 10% or more of the Company’s capital
stock.
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IX.
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Ratification
and/or designation of the persons that will serve as members of the Company’s board of directors, as designated by the Series
B shareholders.
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X.
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Ratification
and/or designation of the Chairman of the Company’s board of directors, in accordance with Article 16 of the Company’s
bylaws.
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XI.
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Ratification
of the compensation paid to the members of the Company’s board of directors during the 2017 fiscal year and determination
of the compensation to be paid in 2018.
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XII.
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Ratification
and/or designation of the member of our board of directors designated by the Series B shareholders to serve as a member of the
Company’s Nominations and Compensation Committee, in accordance with Article 28 of the Company’s bylaws.
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XIII.
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Ratification and/or designation of the President of the Audit and Corporate Practices Committee
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XIV.
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The report concerning compliance with Article 29 of the Company’s bylaws regarding
acquisitions of goods or services or contracting of projects or asset sales that are equal to or greater than US$ 3,000,000.00
(THREE MILLION U.S. DOLLARS), or its equivalent in Mexican pesos or other legal tender in circulation outside Mexico, or, if applicable,
regarding transactions with relevant shareholders.
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XV.
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Appointment and designation
of special delegates to present to a notary public the resolutions adopted at this meeting for formalization. Adoption of the resolutions
deemed necessary or convenient in order to fulfill the decisions adopted in relation to the preceding agenda items.
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EXTRAORDINARY SHAREHOLDERS’ MEETING
MEETING AGENDA
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I.
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Proposal to reduce the Company’s
shareholders’ equity by a total amount of Ps. 1,250,869,801.86 (ONE BILLION, TWO HUNDRED AND FIFTY MILLION, EIGHT HUNDRED
AND SIXTY NINE THOUSAND, EIGHT HUNDRED AND ONE PESOS 86/100 M.N.) and, consequently, pay Ps. 2.38 (TWO PESOS AND THIRTY EIGHT CENTS)
per outstanding share, and if approved, amend Article 6 of the Company’s bylaws.
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II.
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Appointment and designation
of special delegates to present to a notary public the resolutions adopted at this meeting for formalization. Adoption of the resolutions
deemed necessary or convenient in order to fulfill the decisions adopted in relation to the preceding agenda points.
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Shareholders are reminded that in accordance with
Article 36 of the Company’s bylaws, only those shareholders registered in the Company’s share registry as holders of
one or more of the Company’s shares will be admitted into the shareholders’ meetings, and they will be admitted only
if they have obtained an admission card. The share registry will close three (3) business days prior to the date of this meeting,
which will be April 20, 2018.
In order to attend the meeting, at least one (1)
business day prior to the meeting: (i) shareholders must deposit with the Company their stock certificates, shares or a receipt
of deposit of shares from S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”)
or from a local or foreign financial institution, and (ii) brokerage firms and other depositors at Indeval should present a listing
containing the name, address, nationality and number of shares of the shareholders they will represent at the meeting. In exchange
for these documents, the Company will issue, in accordance with the Company’s
bylaws, an admission card and/or the forms required under Article 49, Section III of the Mexican Securities Market Law in order
to be represented.
In order to attend the meeting, shareholders must present the admission card and/or the corresponding form.
Shares deposited in order to gain admittance to
these meetings will only be returned, via a voucher that will have been given to the shareholder or his/her representative, after
the meeting takes place.
Shareholders may be represented by proxy at the
meetings by any person designated by a power of attorney signed before two witnesses or as otherwise authorized by law. However,
with respect to the Company’s capital stock traded on a stock exchange, the proxy or proxies may only verify their identities
via Company forms. These will be available to all shareholders, including any stockbrokers, during the time period specified in
Article 173 of the Mexican General Corporations Law.
Following the publication of this announcement,
all shareholders and their legal representatives will have free and immediate access to all information and documents related to
each of the topics included in the meeting agenda, as well as all proxy forms that must be presented by persons representing shareholders.
These documents will be available at the Company’s offices located at Av. Mariano Otero #1249-B, 6
th
Floor, Col.
Rinconada del Bosque, Guadalajara, Jalisco 44530 or Juan Racine #112, 4
th
Floor, Col. Los Morales (Polanco), Delegación
Miguel Hidalgo, Mexico City, Mexico 11510. Shareholders are invited to contact the Company should they have need for any additional
information.
* * *
Company Description:
Grupo Aeroportuario del Pacífico, S.A.B.
de C.V. (GAP) operates 12 airports throughout Mexico’s Pacific region, including the major cities of Guadalajara and Tijuana,
the four tourist destinations of Puerto Vallarta, Los Cabos, La Paz and Manzanillo, and six other mid-sized cities: Hermosillo,
Guanajuato, Morelia, Aguascalientes, Mexicali and Los Mochis. In February 2006, GAP’s shares were listed on the New York
Stock Exchange under the ticker symbol “PAC” and on the Mexican Stock Exchange under the ticker symbol “GAP”.
In April 2015, GAP acquired 100% of Desarrollo de Concesiones Aeroportuarias, S.L., which owns a majority stake of MBJ Airports
Limited, a company operating the Sangster International Airport in Montego Bay, Jamaica.
This press release may
contain forward-looking statements. These statements are not historical facts, and are based on management’s current view
and estimates of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates,”
“believes,” “estimates,” “expects,” “plans” and similar expressions, as they relate
to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends,
the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations
and the factors or trends affecting financial conditions, liquidity or results of operations are examples of forward-looking statements.
Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee
that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including
general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors
could cause actual results to differ materially from current expectations.
In accordance with Section 806 of the
Sarbanes-Oxley Act of 2002 and article 42 of the “Ley del Mercado de Valores”, GAP has implemented a
“
whistleblower
” program, which allows complainants to anonymously and confidentially report suspected
activities that may involve criminal conduct or violations. The telephone number in Mexico, facilitated by a third party that
is in charge of collecting these complaints, is 01-800-563-0047. The web site is
http://www.lineadedenuncia.com/gap
.
GAP’s Audit Committee will be notified of all complaints for immediate investigation.
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, thereunto duly authorized.
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Grupo Aeroportuario del Pacífico, S.A.B. de C.V.
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By:
/s/ SAÚL VILLARREAL GARCÍA
Name: Saúl Villarreal García
Title: Chief
Financial Officer
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Date:
March 9, 2018
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