Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (NYSE:PAC;
BMV:GAP) (“the Company” or “GAP”) addressed today the following
letter to its shareholders.
Esteemed Shareholders of Grupo Aeroportuario del Pacífico,
S.A.B. de C.V.:
We are writing to keep you properly informed in anticipation of
our April 25, 2018, General Ordinary and Extraordinary
Shareholders’ Meetings (together, the “Shareholders’
Meetings”).
2017 was an exceptional year for the Company. It was a year of
evolution and strengthening of our leadership in the airport
sector. 2017 was a year that was characterized by growth. Growth in
the number of passengers, once again reaching record numbers during
2017; growth in profitability, reaching an EBITDA of Ps.7,725
million, with a margin of 69.9%; and finally, the improvement and
growth in our infrastructure, centered around big actions to
improve capacity and security in our terminal buildings.
In this manner, GAP has responded to the challenge of rapid
passenger growth by providing better service and comfort to users.
We can say that the balanced portfolio of airports and correct
decision making, have not only allowed for the delivery of
favorable results, but have also increased the value to
shareholders. Consequently, if the distribution proposals included
in the Shareholders’ Meetings are approved, shareholders shall
receive during 2018 a total distribution of Ps.10.00 per share in
2018, which represents an increase of 10.5% over the distribution
paid in 2017.
In line with our commitment to ensure that our shareholders have
access to timely and transparent information with regards to the
items of our shareholders’ meetings, we would like to take this
opportunity to provide our perspective to you and to all our
shareholders in regard to the agenda for the Shareholder’s Meetings
that was published on March 9, 2018 (the “Agenda”) and that can be
found on our web site at:
https://www.aeropuertosgap.com.mx/en/shareholders-meeting/2710-asamblea.html.
Ordinary General Annual Shareholders’
Meeting
I. Board and CEO reports
This Agenda item includes six points; however, these points will
be voted on together in a single vote. The matters to be addressed
are routine and related to the Chief Executive Officer’s report and
corporate governance reports in compliance with the Mexican
Securities Market Law.
II. Liability release
The release of directors and officers of the Company from
liability for the performance of their duties is subject to certain
exceptions in accordance with Mexican law and corporate governance
rules, including our bylaws (the “Liability Release Proposal”). The
Liability Release Proposal, however, is a common practice in Mexico
and mirrors the releases contained in our bylaws (Art. 25). In
addition, the liability release minimizes frivolous lawsuits that
impose an unnecessary cost on the Company and its shareholders.
This liability release has fulfilled an ongoing objective of
ensuring directors’ and management’s independence in their
decision-making to the benefit of our shareholders since our
initial public offering on the Mexican Stock Exchange in 2006.
III. Request for approval of our 2017 audited financial
statements
In compliance with Mexican fiscal regulations, we present
unconsolidated annual financial statements, prepared under Mexican
Financial Reporting Standards (“MFRS”), which will be used to
determine taxes corresponding to fiscal year 2017. In addition, in
compliance with Mexican and U.S. securities regulations, we prepare
consolidated annual financial statements under International
Financial Reporting Standards (“IFRS”), which we file with the
Mexican National Banking and Securities Commission (“CNBV”) and the
U.S. Securities and Exchange Commission (“SEC”).
IV. Request for approval of our 2017 legal reserve
Net income for the year was Ps.4,533,604,331.00 under MFRS.
Pursuant to the Mexican General Law of Commercial Corporations (Ley
General de Sociedades Mercantiles), management proposes to allocate
Ps.226,680,217.00 to increase the legal reserve fund and to
transfer the remaining Ps.4,306,924,114.00 to the account for net
income pending allocation.
V. Request for approval of dividend payments
From the account for net income pending allocation amounting to
Ps.4,307,743,840.00, management proposes to pay dividends of
Ps.7.62 per share outstanding, an increase of 33.2% as compared to
dividends paid in 2017. This amount represents the maximum amount
of dividends that can be paid without generating additional taxes.
The Company’s positive results allow for this outstanding
reimbursement to shareholders.
VI. Request for approval of an increase to our share repurchase
fund
Additionally, in order to complete the application of the net
income for the period, management proposes to increase the
authorized amount allocated to the share repurchase fund in 2017 by
Ps.255 million during 2018, from Ps.995 million of unexercised
repurchase funds in 2017 to Ps.1,250 million for the 12-month
period after April 25, 2018.
The Company’s performance in 2017 permits the approval of these
proposals: EBITDA and net income increased by 17.3% and 41.1%,
respectively.
VII. Designation of directors representing the Series “BB”
shareholders
As established in our bylaws (Article 15), Aeropuertos Mexicanos
del Pacífico, S.A.P.I. de C.V. (“AMP”), our strategic shareholder,
is entitled to designate four proprietary members of our Board of
Directors and their respective alternate members. Mrs. Laura Díez
Barroso Azcárraga and Messrs. Juan Gallardo Thurlow, Carlos Laviada
Ocejo and José Manuel Fernández Bosch were designated as a
proprietary members, and Messrs. Carlos Alberto Rohm Campos,
Eduardo Sánchez Navarro Redo, Carlos Manuel Porrón Suárez and Juan
José Álvarez Gallego, were designated as their respective
alternates. This is not an item that needs to be voted on by
shareholders at our Ordinary Annual Shareholders’ Meeting.
VIII. Ratification and/or designation of director(s)
representing any 10% shareholder(s)
Our bylaws (Art. 15) entitle any individual or group of
shareholders who own a 10% or more equity stake in us with the
right to designate a director. To date, no proposal for the
designation or ratification of a director has been received. If we
receive a 10% shareholder’s proposal prior to the Ordinary Annual
Shareholders’ Meeting, the proposal will be presented during the
meeting. In case this right is not exercised, Mr. Francisco Javier
Moguel Gloria will be proposed as an independent director.
IX. Ratification and designation of independent directors
representing the Series “B” shareholders
Our Nomination and Compensation Committee proposes the
ratification of the current slate of directors for one year in
accordance with our bylaws (Art. 15). Messrs. Joaquín Vargas
Guajardo, Álvaro Fernández Garza, Juan Diez-Canedo Ruíz, Ángel
Losada Moreno and Carlos Cárdenas Guzmán are proposed for
ratification. Each of these nominees is a well-respected
businessman or executive employed by leading Mexican companies.
Furthermore, Mr. Roberto Servitje Achutegui tendered his
resignation as a member of our board of directors during January of
this year. Consequently, Mr. Luis Tellez Kuenzler, who holds a
bachelor’s degree in Economics from the Instituto Tecnologico
Autonomo de Mexico and a PhD in Economics from the Massachusetts
Institute of Technology, is proposed as his replacement.
Mr. Tellez has a trajectory spanning more than 30 years in both
the private and public sectors. In the private sector, he has been
a member of the board of directors of leading Mexican companies
such as, FEMSA, Grupo Mexico, BBVA Bancomer, Cultiva and Global
Industries. He was President and CEO of the Mexican Stock Exchange
(Grupo Bolsa Mexicana de Valores) for more than five years. He is a
member of the board of directors of GEPP, the sole bottler of
Pepsico in Mexico, Banco Interacciones and McLarty Associates, in
addition to serving as a Special Advisor to KKR in New York, and
President of Everis Mexico, an NTT Data company that provides
banking and financial consulting services, employing more than 600
consultants in the country.
Mr. Tellez has performed various functions in the Mexican
government. Mr. Tellez played a central role in key decisions to
improve Mexico’s economy in the areas of macroeconomics, public
finances, energy and agriculture. He was part of the team that put
into practice the rescue package for the financial system between
1995 and 1997; he lead the expansion of the generation and
transmission infrastructure during the 1990s; he directed the
reform of the pension system for the Mexican Social Security System
(IMSS); he directly participated in the constitutional changes that
led to the agrarian distribution through which individual property
rights were given to communal lands (ejidos). Mr. Tellez was also
responsible for negotiating the agriculture sector agreements of
the North American Free Trade Agreement with the United States and
Canada.
GAP’s management is convinced that Mr. Tellez’s experience and
knowledge in the public and private sectors will reinforce the
value that independent directors provide to ensuring the proper
functioning of the Company.
The resumes of the proposed board members including that of Mr.
Francisco Javier Moguel Gloria, are available on our website.
X. Designation of the chairman of the board
As established in our bylaws (Art. 16), the chairman of the
board is to be designated by the vote of a majority of the
shareholders. We received a report from our strategic partner
proposing that Mrs. Laura Díez Barroso Azcárraga, a shareholder of
our strategic partner AMP, be ratified as chairwoman of the
board.
XI. Request for approval of the directors’ compensation for 2018
and ratification of the directors’ compensation for 2017
The Nomination and Compensation Committee proposes that for 2018
compensation remain unchanged from that of 2017 but proposes that
payment be made exclusively for attendance. The Nomination and
Compensation also ratifies the directors’ compensation in 2017.
Attendance in 2017 by the members of our corporate governance
bodies was 93.1%.
XII. Ratification and/or designation of a director to serve as a
member of the Nomination and Compensation Committee
Our Series B shareholders annually designate an independent
director to serve as a member of our Nomination and Compensation
Committee. Mr. Álvaro Fernández Garza is proposed for ratification
to the position.
XIII. Ratification and/or designation of an independent director
to serve as chairman of the Audit and Corporate Practices
Committee
The Nomination and Compensation Committee proposes the
ratification of Mr. Carlos Cárdenas Guzmán for the position of
chairman of the Audit and Corporate Practices Committee, as
established in our bylaws (Art. 32).
XIV. Report regarding acquisitions
As established in our bylaws (Art. 29), the Company informs our
shareholders regarding acquisitions of goods or services,
contracting of work services or sales of assets for an amount equal
to or greater than U.S.$3,000,000.00 (THREE MILLION UNITED STATES
DOLLARS) or the equivalent in Mexican currency or other legal
currency used outside of Mexico, or such operations with
significant shareholders, if applicable. This is not an item that
needs to be voted on by shareholders.
XV. Ratification of designation of special delegates
Proposal to designate Messrs. Fernando Bosque Mohíno, Sergio
Enrique Flores Ochoa, Carlos Efrén Torres Flores or Mrs. Erica
Barba Padilla to appear before a notary public to formalize the
resolutions approved at this Ordinary Shareholders’ Meeting.
Extraordinary General Shareholders’
Meeting
I. Approval of a reduction in shareholder equity
As per the terms of our concession, our subsidiaries are
required to comply with the Master Development Program (“MDP”)
approved by the Mexican airport authority every five years. The
investments required by the MDP are those necessary to maintain and
expand the airports as well as to comply with required quality
standards.
To date, our subsidiaries have complied with the level of
investments required by the MDP, and maintained Ps.7,700 million in
surplus cash as of December 31, 2017. In accordance with our
dividend policies, this surplus cash at the subsidiary level can be
distributed to GAP without incurring additional taxes, and without
putting our subsidiaries’ operations at risk or compromising our
ability to cover operating expenses, capital investments or other
corporate obligations. Thus, taking into consideration the
availability of excess funds, we are proposing a capital reduction
equal to Ps.2.38 per share to be paid before May 31, 2018, and a
resolution to amend Article 6 of our bylaws accordingly.
II. Ratification of designation of special delegates
Proposal to designate Messrs. Fernando Bosque Mohíno, Sergio
Enrique Flores Ochoa, Carlos Efrén Torres Flores or Mrs. Erica
Barba Padilla to appear before a notary public to formalize the
resolutions approved at this Extraordinary Shareholders’
Meeting.
The board of directors and the officers of the Company wish to
emphasize our commitment to providing all shareholders with timely
and transparent information in advance of our General Ordinary and
Extraordinary Shareholders’ Meetings, and to foster an inclusive,
balanced and cohesive voting process for all of our shareholders.
We are confident that by sharing our perspective with you, each
shareholder will be able to make better-informed decisions to the
individual and collective benefit of all of GAP’s shareholders. In
light of the information above, we strongly encourage you to vote
in favor of all agenda
items.
I have the pleasure of giving thanks for having had the
opportunity to serve as CEO of GAP since 2011, a period during
which the Company has experienced a great transformation to the
benefit of its shareholders and the users of our 13 airports.
Respectfully,
_______________________________
Lic. Fernando Bosque Mohíno
Chief Executive Officer
Grupo Aeroportuario del Pacífico, SAB de CV
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.
For more information please visit
www.aeropuertosgap.com.mx
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180409005651/en/
In MéxicoGrupo Aeroportuario del Pacífico, S.A.B. de
C.V.Saúl Villarreal García, Chief Financial Officersvillarreal@aeropuertosgap.com.mxorPaulina
Sánchez, Investor Relations Officerpsanchez@aeropuertosgap.com.mxTel: 01 (33)
38801100 ext 20151orIn the U.S.i-advize Corporate
CommunicationsMaria Barona, 212 406 3691/94gap@iadvize.com
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