Attached files
| file | filename |
|---|---|
| EX-10.1 - Consolidated Water Co. Ltd. | v210070_ex10-1.htm |
| EX-10.3 - Consolidated Water Co. Ltd. | v210070_ex10-3.htm |
| EX-10.2 - Consolidated Water Co. Ltd. | v210070_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
January
31, 2011
(Date of
earliest event reported)
CONSOLIDATED
WATER CO. LTD.
(Exact
Name of Registrant as Specified in Charter)
|
Cayman
Islands, B.W.I.
|
0-25248
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98-0619652
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(State
or Other Jurisdiction of
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(Commission
File No.)
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(IRS
Employer Identification No.)
|
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Incorporation)
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Regatta
Office Park
Windward
Three, 4th
Floor
West Bay
Road, P.O. Box 1114
Grand
Cayman, KY1-1102
Cayman
Islands
(Address
of Principal Executive Offices)
(345)
945-4277
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2. below):
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01. Entry into a Material Definitive
Agreement.
On
January 31, 2011, Consolidated Water Co. Ltd. (the “Company”) entered into a
binding letter agreement with one of its customers, the Water and Sewerage
Corporation (“WSC”) of the Bahamas, to increase the daily production capacity of
the Company’s Blue Hill plant in Nassau, Bahamas, by approximately 67% to 12
million U.S. gallons (USgpd), compared with the plant’s current capacity of 7.2
million USgpd. In addition to agreeing to the expansion of the
plant’s production capacity, the Company and WSC have agreed to extend the term
of the initial 20-year water supply agreement by approximately 5
years. The Company has agreed to commission the plant expansion by no
later than September 24, 2011 and will finance the design and construction of
the plant expansion.
Effective
July 26, 2006, the Company, its 90.9%-owned subsidiary, Consolidated Water
(Bahamas) Limited (formerly Waterfields Limited) (“CW-Bahamas”), and WSC entered
into the initial 20-year water supply agreement dated May 20,
2005. The plant is powered by a combination of diesel engine-driven
high-pressure pumps, an electrical power purchased from the Bahamas Electricity
Corporation to power all of their loads in the plant. The plant is
contained within a 16,000 square foot concrete and steel building that also
contains a warehouse, a workshop and offices. The Company intends to
expand the size of the plant by approximately 9,500 square feet. The
plant is located on land owned by the WSC. Pursuant to the water
supply agreement, the Company has been granted a license to use the land
throughout the term of the agreement, as extended.
Pursuant
to the terms of the agreement, as amended, until the expansion is completed, the
Company is required to provide WSC with at least 33.6 million US gallon per week
of potable water from the Blue Hill plant after which it will be required to
provide 63 million US gallons per week of potable water, and WSC has contracted
to purchase at least those amounts from the Company on a take-or-pay
basis. At the expiration of the water supply agreement, as amended,
the WSC has the option to: (a) extend the term for an additional 5
years at a rate to be negotiated; (b) exercise a right of first refusal to
purchase any materials, equipment and facilities that CW-Bahamas intends to
remove from the site, and negotiate a purchase price with CW-Bahamas; or (c)
require CW-Bahamas to remove all materials, equipment and facilities from the
site.
The
foregoing description of the water supply agreement, as amended, does not
purport to be complete and is qualified in its entirety by reference to the
documents (the “Documents”) attached hereto as Exhibits, which are incorporated
herein by reference.
The
Documents are provided to give investors information regarding the Documents’
respective terms. They are not provided to give investors factual
information about the Company or any other parties thereto. In
addition, the representations, warranties and covenants contained in the
Documents were made only for purposes of those Documents and as of specific
dates, were solely for the benefit of the parties to those Documents, and may be
subject to limitations agreed by the contracting parties, including being
qualified by the disclosures exchanged between the parties in connection with
the execution of the Documents. The representations and warranties
may have been made for the purposes of allocating contractual risk between the
parties to the Documents instead of establishing these matters as facts, and may
be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors are not
third-party beneficiaries under these Documents and should not view the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or conditions of the
Company.
Item
9.01 Financial Statements and
Exhibits.
(c) Exhibits.
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Exhibit No.
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Description
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10.1
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Form
of Agreement for Desalinated Water Supply dated May 2005 among Water and
Sewerage Corporation, Consolidated Water Co. Ltd. and Consolidated Water
(Bahamas) Limited (formerly Waterfields Company
Limited).*
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10.2
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Letter
of Acceptance dated January 25, 2011 (effective January 31, 2011) between
Water and Sewerage Corporation and Consolidated Water Co.
Ltd.*
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10.3
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Proposal
letter dated December 8, 2010 addressed to the Water and Sewerage
Corporation.*
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99.1
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Press
release issued by Consolidated Water Co. Ltd. on January 31,
2011.
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*
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Portions
of these Exhibits have been omitted pursuant to a request for confidential
treatment.
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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 hereunto duly
authorized.
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CONSOLIDATED
WATER CO. LTD.
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By:
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/s/ Frederick W.
McTaggart
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Name:
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Frederick
W. McTaggart
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Title:
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President
& CEO
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Date:
February 4, 2011
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