Pacific Airport Group 6-K, filed Mar 27, 2020
Pacific Airport Group (PAC)
About this 6-K
Pacific Airport Group filed this 6-K on March 27, 2020.
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 2020
Commission File Number: 001-32751
GRUPO AEROPORTUARIO DEL PACÍFICO S.A.B. DE C.V.
(PACIFIC AIRPORT GROUP)
(Translation of registrant's name into English)
México
(Jurisdiction of incorporation or organization)
Avenida Mariano Otero No. 1249-B
Torre Pacifico, Piso 6
Col. Rinconada del Bosque
44530 Guadalajara, Jalisco, México
(Address of principal executive office)
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 [ ]
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):
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 UPDATES REGARDING ITS ANNUAL GENERAL ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
GUADALAJARA, Mexico, March 26, 2020 (GLOBE NEWSWIRE) -- Grupo Aeroportuario
del Pacifico, S.A.B. de C.V., (NYSE: PAC; BMV: GAP) (“the Company” or “GAP”), by agreement of the Board
of Directors (“the Board) and due to current circumstances and the prevailing disruptions at a national and global level,
resulting from the pandemic caused by the COVID-19 virus, the Company modifies the General Ordinary Shareholders’ Meeting
and eliminates the General Extraordinary Shareholders’ Meeting. It is important to mention that by virtue of current pandemic
conditions as declared by the World Health Organization, the Company could modify or add terms related to the celebration of
this meeting, at any time prior to it taking place. The Company will inform the investment market via a press release such as
this one immediately.
Pursuant to a resolution adopted by the Board and in accordance with Articles 180 and, 181 and other applicable articles of the Mexican General Corporations Law and Article 35 of the Company’s by-laws, Grupo Aeroportuario del Pacífico, S.A.B. de C.V. invites its shareholders to the General Ordinary Shareholders’ Meeting on April 28, 2020 at 12:00pm, 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
- In
compliance with Article 28, Section IV of the Mexican Securities Market Law, the following
will be presented and, if applicable, submitted for approval:
- The
Chief Executive Officer’s report regarding the results of operations for the fiscal
year ended December 31, 2019, 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, as
well as the 2019 Sustainability Report.
- Board
of Directors’ comments to the Chief Executive Officer’s report.
- 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.
- Report
on transactions and activities undertaken by the Company’s board of directors during
the fiscal year ended December 31, 2019, pursuant to the Mexican Securities Market Law.
- 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.
- Report
on the Company’s compliance with tax obligations for the fiscal year from January
1 to December 31, 2018, and instruction to Company officials to comply with tax obligations
corresponding to the fiscal year from January 1 and ended December 31, 2019, in accordance
with Article 26, Section III of the Mexican Fiscal Code.
- The
Chief Executive Officer’s report regarding the results of operations for the fiscal
year ended December 31, 2019, 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, as
well as the 2019 Sustainability Report.
- As
a result of the reports in item I above, ratification of the actions by our Board of
Directors and officers and release from further obligations in the fulfillment of their
duties.
- 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 that took place during the fiscal year from January 1 to December 31, 2019;
and approval of the external auditor’s report regarding the aforementioned financial
statements.
- Proposal
to approve from the Company’s net income for the fiscal year ended December 31,
2019, reported in its unconsolidated financial statements in accordance with MFRS presented
in agenda item III above, which was Ps. 5,247,808,596.00 (FIVE BILLION, TWO HUNDRED AND
FORTY-SEVEN MILLION, EIGHT HUNDRED AND EIGHT THOUSAND, AND FIVE HUNDRED AND NINETY-SIX
PESOS 00/100 M.N., the allocation of this amount towards increasing the Company’s
legal reserves.
- Cancellation
of any amounts outstanding under the share repurchase program approved at the General
Ordinary Shareholders’ Meeting that took place on April 23, 2019 for Ps. 1,550,000,000.00
(ONE BILLION, FIVE HUNDRED AND FIFTY MILLION PESOS 00/100 M.N.) and approval of Ps. 1,550,000,000.00
(ONE BILLION, FIVE 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 28, 2020, in accordance
with Article 56, Section IV of the Mexican Securities Market Law.
- The
report regarding the designation or ratification of the four members of the Board of
Directors and their respective alternates named by the Series BB shareholders.
- 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.
- 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.
- Ratification
and/or designation of the Chairman of the Company’s Board of Directors, in accordance
with Article 16 of the Company’s by-laws.
- Ratification
of the compensation paid to the members of the Company’s Board of Directors during
the 2019 fiscal year and determination of the compensation to be paid in 2020.
- 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.
- Ratification
and/or designation of the President of the Audit and Corporate Practices Committee.
- 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.
- 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.
Shareholders are reminded that in accordance with Article 36 of the Company’s by-laws, 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’ meeting, 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.
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 aunder 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 meeting will only be returned, via a voucher that will have been given to the shareholder or his/her representative.
Shareholders may be represented by proxy at the meeting 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, 6th Floor, Col. Rinconada del Bosque, Guadalajara, Jalisco 44530 or at Arquímedes #19, 4th Floor, Col. Bosque de Chapultepec, C.P. 11580, Alcaldía Miguel Hidalgo, Mexico City, Mexico 11580. 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 in MBJ
Airports Limited, a company operating Sangster International Airport in Montego Bay,
Jamaica. In October 2018, GAP entered into a concession agreement for the operation of
the Norman Manley International Airport in Kingston, Jamaica. In October 2018, GAP entered
into a concession agreement for the operation of the Norman Manley International Airport
in Kingston, Jamaica and took control of the operation in October 2019.
| This press release may contain forward-looking statements. These statements are statements that 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 condition, 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 00 47. The web site is www.lineadedenuncia.com/gap. GAP’s Audit Committee will be notified of all complaints for immediate investigation.
| IR Contacts: | |
| Saúl Villarreal, Chief Financial and Administrative Officer | svillarreal@aeropuertosgap.com.mx |
| Alejandra Soto, IR and Financial Planning Manager | asoto@aeropuertosgap.com.mx |
| Gisela Murillo, Investor Relations | gmurillo@aeropuertosgap.com.mx / +523338801100 ext.20294 |
| Maria Barona, i-advize Corporate Communications | mbarona@i-advize.com |
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, thereunto duly authorized.
| Grupo Aeroportuario del Pacífico, S.A.B. de C.V. | ||
| (Registrant) | ||
| Date: March 26, 2020 | /s/ SAÚL VILLARREAL GARCÍA | |
| Saúl Villarreal García | ||
| Chief Financial Officer | ||