UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Rule 13d-102)
(Amendment No. )*
CIGMA METALS CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
171792302
(CUSIP Number)
September 21, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 171792302 | Page 2 of 12 Pages |
1. |
Names of reporting persons
Deutsche Balaton Aktiengesellschaft | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization
Germany | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
5,249,800 | ||||
6. | Shared voting power
0 | |||||
7. | Sole dispositive power
5,249,800 | |||||
8. | Shared dispositive power
0 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
5,249,800 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
11. | Percent of class represented by amount in Row 9
8.82% (1) | |||||
12. | Type of reporting person
FI |
(1) | Assumes that there are 59,500,000 shares of common stock of Cigma Metals Corporation outstanding, as reported in the Quarterly Report on Form 10-Q filed by Cigma Metals Corporation with the Securities and Exchange Commission on November 29, 2012. |
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CUSIP No. 171792302 | Page 3 of 12 Pages |
1. |
Names of reporting persons
VV Beteiligungen Aktiengesellschaft | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization
Germany | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
5,249,800 | ||||
6. | Shared voting power
0 | |||||
7. | Sole dispositive power
5,249,800 | |||||
8. | Shared dispositive power
0 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
5,249,800 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
11. | Percent of class represented by amount in Row 9
8.82% (1) | |||||
12. | Type of reporting person
FI |
(1) | Assumes that there are 59,500,000 shares of common stock of Cigma Metals Corporation outstanding, as reported in the Quarterly Report on Form 10-Q filed by Cigma Metals Corporation with the Securities and Exchange Commission on November 29, 2012. |
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CUSIP No. 171792302 | Page 4 of 12 Pages |
1. |
Names of reporting persons
Delphi Unternehmensberatung Aktiengesellschaft | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization
Germany | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
5,249,800 | ||||
6. | Shared voting power
0 | |||||
7. | Sole dispositive power
5,249,800 | |||||
8. | Shared dispositive power
0 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
5,249,800 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
11. | Percent of class represented by amount in Row 9
8.82% (1) | |||||
12. | Type of reporting person
FI |
(1) | Assumes that there are 59,500,000 shares of common stock of Cigma Metals Corporation outstanding, as reported in the Quarterly Report on Form 10-Q filed by Cigma Metals Corporation with the Securities and Exchange Commission on November 29, 2012. |
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CUSIP No. 171792302 | Page 5 of 12 Pages |
1. |
Names of reporting persons
Wilhelm Konrad Thomas Zours | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization
Germany | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
5,249,800 | ||||
6. | Shared voting power
0 | |||||
7. | Sole dispositive power
5,249,800 | |||||
8. | Shared dispositive power
0 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
5,249,800 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
11. | Percent of class represented by amount in Row 9
8.82% (1) | |||||
12. | Type of reporting person
IN |
(1) | Assumes that there are 59,500,000 shares of common stock of Cigma Metals Corporation outstanding, as reported in the Quarterly Report on Form 10-Q filed by Cigma Metals Corporation with the Securities and Exchange Commission on November 29, 2012. |
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CUSIP No. 171792302 | Page 6 of 12 Pages |
Item 1(a). | Name of Issuer: | |||
Cigma Metals Corporation | ||||
Item 1(b). | Address of Issuers Principal Executive Offices: | |||
Calle / Zurbano 46, 2C Madrid, Spain | ||||
Item 2(a). | Name of Persons Filing: | |||
Deutsche Balaton Aktiengesellschaft VV Beteiligungen Aktiengesellschaft Delphi Unternehmensberatung Aktiengesellschaft Wilhelm Konrad Thomas Zours | ||||
Item 2(b). | Address of Principal Business Office or, if None, Residence: | |||
The address of each of Deutsche Balaton Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft, Delphi Unternehmensberatung Aktiengesellschaft and Wilhelm Konrad Thomas Zours is: | ||||
Ziegelhäuser Landstraße 1 Heidelberg, Germany, 69120 | ||||
Item 2(c). | Citizenship: | |||
Deutsche Balaton Aktiengesellschaft Germany VV Beteiligungen Aktiengesellschaft Germany Delphi Unternehmensberatung Aktiengesellschaft Germany Wilhelm Konrad Thomas Zours Germany | ||||
Item 2(d). | Title of Class of Securities: | |||
Common Stock, par value $0.0001 per share. | ||||
Item 2(e). | CUSIP Number: | |||
171792302 | ||||
Item 3. | ||||
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||||
(a) | ¨ | Broker or dealer registered under Section 15 of the Act; | ||
(b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | ||
(c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | ||
(d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||
(e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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CUSIP No. 171792302 | Page 7 of 12 Pages |
(f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
(g) | ¨ | A parent holding company or control person in accordance with §240.13d-1 (b)(1)(ii)(G); | ||
(h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||
(i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act; | ||
(j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
(k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
If filing as a non-U.S. institution in accordance with §240.13(d)-1(b)(1)(ii)(J), please specify the type of institution: . | ||||
Item 4. | Ownership. | |||
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
Reference is hereby made to Items 5-9 and 11 of pages 2 5 of this Schedule, which Items are incorporated by reference herein. | ||||
Item 5. | Ownership of Five Percent or Less of a Class. | |||
If this statement is being filed to report the fact that as of the date hereof each reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨. | ||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||
This Schedule 13G is being filed by Deutsche Balaton Aktiengesellschaft (DB), VV Beteiligungen Aktiengesellschaft (VVB), Delphi Unternehmensberatung Aktiengesellschaft (DU) and Wilhelm Konrad Thomas Zours (together with DB, VVB and DU, the Reporting Persons). VVB owns a majority interest in DB. DU owns a majority interest in VVB. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU. Wilhelm Konrad Thomas Zours is the sole member of the board of management of VVB and DU.
Each of VVB, DU and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares. | ||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |||
Not applicable. | ||||
Item 8. | Identification and Classification of Members of the Group. | |||
Exhibit 2 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a group for purposes of Rule 13d-5 or for any other purpose. |
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CUSIP No. 171792302 | Page 8 of 12 Pages |
Item 9. | Notice of Dissolution of Group. | |||
Not applicable. | ||||
Item 10. Certification. | ||||
The Reporting Persons hereby make the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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CUSIP No. 171792302 | Page 9 of 12 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 11, 2013
DEUTSCHE BALATON AKTIENGESELLSCHAFT | ||||
By: | /s/ Rolf Birkert |
/s/ Jens Jüttner | ||
Rolf Birkert | Jens Jüttner | |||
VV BETEILIGUNGEN AKTIENGESELLSCHAFT | ||||
By: | /s/ Thomas Zours | |||
Thomas Zours | ||||
DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT | ||||
By: | /s/ Thomas Zours | |||
Thomas Zours | ||||
/s/ Wilhelm Konrad Thomas Zours | ||||
Wilhelm Konrad Thomas Zours |
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CUSIP No. 171792302 | Page 10 of 12 Pages |
EXHIBIT INDEX
Exhibit 1: | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. | |
Exhibit 2: | Members of Group |
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CUSIP No. 171792302 | Page 11 of 12 Pages |
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Date: March 11, 2013
DEUTSCHE BALATON AKTIENGESELLSCHAFT | ||||
By: | /s/ Rolf Birkert |
/s/ Jens Jüttner | ||
Rolf Birkert | Jens Jüttner | |||
VV BETEILIGUNGEN AKTIENGESELLSCHAFT | ||||
By: | /s/ Thomas Zours | |||
Thomas Zours | ||||
DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT | ||||
By: | /s/ Thomas Zours | |||
Thomas Zours | ||||
/s/ Wilhelm Konrad Thomas Zours | ||||
Wilhelm Konrad Thomas Zours |
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CUSIP No. 171792302 | Page 12 of 12 Pages |
Exhibit 2
MEMBERS OF GROUP
Deutsche Balaton Aktiengesellschaft
VV Beteiligungen Aktiengesellschaft
Delphi Unternehmensberatung Aktiengesellschaft
Wilhelm Konrad Thomas Zours