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Section 1: 6-K (FORM 6-K)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20546

 

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 June, 2018

 

Commission File Number: 333-221916

 

 

 

Corporación América Airports S.A.

(Name of Registrant)

 

4, rue de la Grêve
L-1643, Luxembourg
Tel: +35226258274
Fax: +35226259776

(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.

 

 

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

On June 25, 2018, Corporación America Italia S.p.A (“CAI”), a wholly-owned subsidiary of Corporación América Airports S.A. (the “Company”) announced that CAI has entered into a share purchase agreement (the “Agreement”) with Fondazione Cassa di Risparmio di Firenze (“Fondazione”) to purchase an additional 6.58% of the share capital of Toscana Aeroporti S.p.A (“Toscana Aeroporti”), for a purchase price of €16.50 per share, equal to a total purchase price of €20.2 million (the “Acquisition”). According to the Agreement, CAI also agreed to pay Fondazione Cassa di Risparmio di Firenze an earn-out consideration of up to €3.4 million in aggregate if certain conditions are met over a two (2) year period starting from the completion of the Acquisition. As a result of the Acquisition, CAI will hold approximately 62.28% of Toscana Aeroporti’s share capital. Toscana Aeroporti holds the concessions to operate the Aeroporto Galileo Galilei di Pisa located in Pisa, Italy, and the Aeroporto di Firenze located in Florence, Italy. The Company, through CAI, owns a controlling interest in Toscana Aeroporti.

 

A copy of the press release issued by CAI on June 25, 2018, is attached as Exhibit 99.1 to this Report on Form 6-K and is incorporated by reference herein.

 

Exhibits

 

Exhibit No. Description
99.1 Press Release of Corporación America Italia S.p.A

 

 

 

 

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.

 

Date: June 26, 2018

 

  Corporación América Airports S.A.
     
  By:   /s/ Andres Zenarruza
  Name: Andres Zenarruza
  Title: Legal Manager
     
  By: /s/ Raúl Guillermo Francos
  Name: Raúl Guillermo Francos
  Title: Chief Financial Officer

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

  

Exhibit 99.1

 

Corporacion America Italia S.p.A.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

CORPORACION AMERICA ITALIA PURCHASES ADDITIONAL 6.58% STAKE IN TOSCANA AEROPORTI

 

Milan, 25 June 2018 – Corporacion America Italia S.p.A. (“CAI”) entered into a share purchase agreement with Fondazione Cassa di Risparmio di Firenze (the “Agreement”) to purchase an additional stake in Toscana Aeroporti S.p.A (“Toscana Aeroporti”). Pursuant to the Agreement, on the date hereof, CAI acquired additional 1,225,275 shares of Toscana Aeroporti (the “Acquisition”), representing approximately 6.58% of Toscana Aeroporti’s share capital.

 

As a result of the Acquisition, CAI now holds 11,592,159 shares of Toscana Aeroporti, representing approximately 62.28% of Toscana Aeroporti’s share capital (up from approximately 55.70% prior to the Acquisition).

 

Pursuant to the Agreement, CAI agreed to pay Fondazione Cassa di Risparmio di Firenze (i) a purchase price of €16.50 per share, equal to a total consideration of €20.2 million and (ii) an earn-out consideration up to €3.4 million in aggregate, should certain conditions be met over a two-year period starting from the completion of the Acquisition.

 

Toscana Aeroporti is the company that holds the concessions of the airports of Pisa and Florence and whose shares are listed on the regulated market MTA of Borsa Italiana S.p.A.

 

Contact information

Ing. Roberto Naldi

Chairman of the Board of Directors

info@corporacionamericaitalia.com

+39 02 2552 761

 

Important note: This press release does not, and shall not, in any circumstances constitute a public offering by Corporacion America Italia S.p.A. of the Notes nor an invitation to the public in connection with any offer. No communication and no information in respect of the issuance of the Notes may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The offering or purchase of the Notes may be subject to specific legal or regulatory restrictions in certain jurisdictions. Corporacion America Italia S.p.A. takes no responsibility for any violation of any such restrictions by any person.

 

This press release is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November, 2003 (the “Prospectus Directive”), as amended and supplemented from time to time, including by Directive 2010/73/EU and any relevant implementing measures in any member State of the European Economic Area (the “Member States”).

 

 

 

P.le Martesana 10 - 20128 Milano - Capitale Sociale 85.000.000 euro i.v. -

C.F. e P.I. : 08555440968 – REA : MI 2033297 – Fax: +39 0362 1631219 –

info@corporacionamericaitalia.com

corporacionamericaitalia@postacertificata.com

  

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Corporacion America Italia S.p.A.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

This press release is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the “FSMA”). This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom; (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the “Financial Promotion Order”); and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order (all such persons together being referred to as “Relevant Persons”). Any Notes will only be available to, and any invitation, offer, agreement to subscribe, purchase or otherwise acquire such Notes, or inducement to engage in any investment activity included within this press release is available only to, Relevant Persons and will be engaged in only with Relevant Persons. Anyone other than a Relevant Person must not act or rely on this press release or any of its contents.

 

The distribution of this press release, directly or indirectly, in or into the United States, Canada, Australia or Japan is prohibited. This press release (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Canada, Australia or Japan or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be unlawful (the “Other Countries”). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to the corresponding regulations in force in the Other Countries and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Corporacion America Italia S.p.A. does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from Corporacion America Italia S.p.A. and will contain detailed information.

 

 

 

P.le Martesana 10 - 20128 Milano - Capitale Sociale 85.000.000 euro i.v. -

C.F. e P.I. : 08555440968 – REA : MI 2033297 – Fax: +39 0362 1631219 –

info@corporacionamericaitalia.com

corporacionamericaitalia@postacertificata.com

 

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