Exhibit 99.(a)(1)(iii)
Acceptance Letter for Tenders of
Series B Shares held by U.S. Persons of
GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.
by
AERODROME INFRASTRUCTURE S.À R.L.
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THE U.S. OFFER (AS DEFINED BELOW) WILL COMMENCE AT 9:00 A.M., NEW YORK CITY TIME ON MAY 24, 2021 AND WILL EXPIRE AT 8:00 A.M., NEW YORK CITY TIME (THE “EXPIRATION TIME”) ON JUNE 22, 2021 (THE “EXPIRATION DATE”), UNLESS THE U.S. OFFER IS EXTENDED.
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May 24, 2021
Re: Acceptance Letter for Series B Shares of OMA
Aerodrome Infrastructure S.à r.l. (“Aerodrome”), a limited liability company organized under the laws of Luxembourg, an affiliate of Servicios de Tecnología Aeroportuaria, S.A. de C.V. (“SETA”), a Mexican corporation, and beneficially owned by Bagual S.à r.l. (“Bagual”), a limited liability company organized under the laws of Luxembourg, Grenadier S.à r.l. (“Grenadier”), a limited liability company organized under the laws of Luxembourg, Pequod S.à r.l. (“Pequod”), a limited liability company organized under the laws of Luxembourg, Harpoon S.à r.l. (“Harpoon”), a limited liability company organized under the laws of Luxembourg, Expanse S.à r.l. (“Expanse”), a limited liability company organized under the laws of Luxembourg, Fintech Holdings Inc. (“FH”), a corporation organized under the laws of Delaware and David Martínez (“Mr. Martínez” and, together with Aerodrome, SETA, Bagual, Grenadier, Pequod, Harpoon, Expanse and FH, the “Offerors”) are offering to purchase for cash up to 97,527,888 (1) outstanding Series B ordinary shares, without par value (the “Series B Shares”) of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (“OMA”), a publicly traded corporation organized under the laws of Mexico, held by U.S. Persons (as defined below), and (2) Series B Shares represented by outstanding American Depositary Shares (whether held or not by U.S. Persons) (each representing eight Series B Shares) (the “ADSs” and, together with the Series B Shares, the “Securities”), upon the terms and conditions set forth in the U.S. Offer to Purchase (as may be amended from time to time, the “U.S. Offer to Purchase”) this form of acceptance letter (this “Acceptance Letter”) and the related documents (which, together with any amendments or supplements thereto, collectively constitute the “U.S. Offer”).
Holders of Series B Shares participating in the U.S. Offer must cause the applicable participant in S.D. Indeval, S.A. de C.V., Institución para el Depósito de Valores (“Indeval”) (which may be a Mexican subcustodian) through which they hold their Series B Shares to complete, sign and submit this Acceptance Letter and to transfer through the Indeval system the applicable Series B Shares to J.P. Morgan Casa de Bolsa, S.A. de C.V., J.P. Morgan Grupo Financiero, as Series B receiving agent in the U.S. Offer (the “Series B Receiving Agent”), in order for their Series B Shares to be validly tendered in the U.S. Offer.
You may not tender Series B Shares in the U.S. Offer unless you are a U.S. Person. A “U.S. Person” means (1) any individual resident in the United States; (2) any partnership or corporation organized or incorporated in the United States; (3) any estate of which any executor or administrator is a U.S. Person; (4) any trust of which the trustee is a U.S. Person; (5) any agency or branch of a foreign entity located in the United States; (6) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (7) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States; and (8) any partnership or corporation if (A) organized or incorporated under the laws of any foreign jurisdiction and (B) formed by a U.S. Person for the purpose of investing in securities not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), unless it is organized or incorporated, and owned by accredited investors (as defined in Rule 501(a) under the Securities Act); excluding, in each case, persons deemed not to be “U.S. persons” pursuant to