Grupo Aeroportuario del Sureste, S.A.B. de C.V.
(SOUTHEAST AIRPORT GROUP)
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(Name of Issuer)
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American Depositary Shares, each representing ten Series B Shares
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(Title of Class of Securities)
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40051E202
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(CUSIP Number)
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Alejandro Heriberto Hernández Villarreal, Esq.
General Counsel
Grupo ADO, S.A. de C.V.
Av. Ignacio Zaragoza No. 200, First Floor, Edif. B
C.P. 15390 México D.F.
Telephone: + (52 55) 5133-2500
With a copy to:
Juan Francisco Mendez, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
Telephone: (212) 455-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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October 15, 2018
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 40051E202
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Grupo ADO, S.A. de C.V.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Mexico
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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36,918,290
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8
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SHARED VOTING POWER
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22,950,000
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9
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SOLE DISPOSITIVE POWER
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36,918,290
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10
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SHARED DISPOSITIVE POWER
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22,950,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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59,868,290
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.96%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. 40051E202
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Inversiones Productivas Kierke, S.A. de C.V.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Mexico
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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36,918,290
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8
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SHARED VOTING POWER
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22,950,000
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9
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SOLE DISPOSITIVE POWER
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36,918,290
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10
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SHARED DISPOSITIVE POWER
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22,950,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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59,868,290
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.96%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Reporting Person
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Amount Beneficially Owned
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Percent of Class
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Sole Power to Vote or Direct the Vote
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Shared Power to Vote or Direct the Vote
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Sole Power to Dispose or to Direct the Disposition
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Shared Power to Dispose or to Direct the Disposition
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Grupo ADO, S.A. de C.V. (through Inversiones Productivas Kierke, S.A. de C.V.)
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59,868,290(1)
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19.96%(2)
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36,918,290
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22,950,000
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36,918,290
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22,950,000
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Inversiones Productivas Kierke, S.A. de C.V.
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59,868,290(1)
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19.96%(2)
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36,918,290
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22,950,000
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36,918,290
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22,950,000
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(1)
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The Reporting Persons may be deemed, for U.S. federal securities law purposes, to be the beneficial owners of 59,868,290 Series B Shares consisting of: (a) 29,021,898 Series B Shares held by Kierke, (b) 7,896,392 Series B Shares held by Operadora de Recursos Remer, S.A. de C.V., a subsidiary of Kierke, and (c) the 22,950,000 Series BB Shares held by ITA, which may be converted by ITA, with the unanimous approval of its shareholders, into Series B Shares at any time at the ratio of one Series BB Share for one Series B Share. The Reporting Persons may be deemed to have shared voting and dispositive power over the Series BB Shares held by ITA. The Reporting Persons disclaim beneficial ownership of the Series BB Shares held by ITA, except to the extent of their pecuniary interest therein. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that either Reporting Person is the beneficial owner of the Series B Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
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(2)
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The beneficial ownership percentage is based on 277,050,000 Series B Shares of the Issuer outstanding, as reported by the Issuer on Form 20-F/A for the year ended December 31, 2017, filed on May 1, 2018, and takes into account the 22,950,000 Series B Shares issuable upon conversion of the 22,950,000 Series BB Shares held by ITA.
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Exhibit C
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Joint Filing Agreement, dated November 6, 2018, by and between Grupo ADO, S.A. de C.V. and Inversiones Productivas Kierke, S.A. de C.V.
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Date: November 6, 2018
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Grupo ADO, S.A. de C.V.
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/s/ Alejandro Heriberto Hernández Villarreal
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Name:
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Alejandro Heriberto Hernández Villarreal
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Title:
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General Counsel
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Date: November 6, 2018
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Inversiones Productivas Kierke, S.A. de C.V.
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/s/ Alejandro Partido Araujo
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Name:
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Alejandro Partido Araujo
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Title:
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Sole Director
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Date: November 6, 2018
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Grupo ADO, S.A. de C.V.
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/s/ Alejandro Heriberto Hernández Villarreal
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Name:
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Alejandro Heriberto Hernández Villarreal
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Title:
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General Counsel
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Date: November 6, 2018
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Inversiones Productivas Kierke, S.A. de C.V.
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/s/ Alejandro Partido Araujo
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Name:
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Alejandro Partido Araujo
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Title:
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Sole Director
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