-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FvORgcpqZDDAQIptrNreEhH6DfnMfpO0ZePvZ9JujpoX663TdtgcfFx7mays4PzS 519tVr6iHfOWxJHzfGWu4g== 0001104659-08-067231.txt : 20081031 0001104659-08-067231.hdr.sgml : 20081031 20081031124054 ACCESSION NUMBER: 0001104659-08-067231 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081031 DATE AS OF CHANGE: 20081031 GROUP MEMBERS: GERARDO DE NICOLAS GUTIERREZ GROUP MEMBERS: JOSE IGNACIO DE NICOLAS GUTIERREZ GROUP MEMBERS: JUAN CARLOS TORRES CISNEROS GROUP MEMBERS: JULIAN DE NICOLAS GUTIERREZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Homex Development Corp. CENTRAL INDEX KEY: 0001293153 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80427 FILM NUMBER: 081153461 BUSINESS ADDRESS: STREET 1: ANDADOR JAVIER MINA 891-B STREET 2: COLONIA CENTRO SINALOA CITY: CULIAC?N STATE: O5 ZIP: 80200 BUSINESS PHONE: 52 667 758 5800 MAIL ADDRESS: STREET 1: ANDADOR JAVIER MINA 891-B STREET 2: COLONIA CENTRO SINALOA CITY: CULIAC?N STATE: O5 ZIP: 80200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: de Nicolas Eustaquio Tomas CENTRAL INDEX KEY: 0001317161 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (52667) 758-5800 MAIL ADDRESS: STREET 1: ANDADOR JAVIER MINA 891-B STREET 2: COLONIA CENTRO SINALOA CITY: CULIACAN, SINALOA STATE: O5 ZIP: 80200 SC 13D/A 1 a08-27000_1sc13da.htm SC 13D/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)

Homex Development Corp.
(Translation of registrant’s name into English)

(Name of Issuer)

Common Shares

(Title of Class of Securities)

25030W100

(CUSIP Number)

Javier Romero Castañeda
Boulevard Alfonso Zaragoza M. 2204 Norte

80020 Culiacán, Sinaloa, Mexico

Tel. (52667) 758-5800

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Michael L. Fitzgerald, Esq.

Milbank, Tweed, Hadley & McCloy LLP

One Chase Manhattan Plaza

New York, NY 10005

(212) 530-5224

October 31, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report to acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o

SCHEDULE 13D/A CUSIP No.: 25030W100

	(1)	Names of Reporting Person: Eustaquio Tomás de Nicolás Gutiérrez

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds: OO

	(5)	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization: Mexico

Number of Shares Beneficially Owned by Each Reporting Person With:			(7)	Sole Voting Power: 0

			(8)	Shared Voting Power: 117,777,176*

			(9)	Sole Dispositive Power: 0

			(10)	Shared Dispositive Power: 117,777,176*

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 117,777,176*

	(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11): 35.17%**

	(14)	Type of Reporting Person: IN

*117,777,176 Shares are held by Ixe Banco, S.A. as trustee of Trust No. F/466, for the benefit of the following de Nicolás family members: Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez. The Technical Committee, which is comprised of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros has voting and dispositive control over all of the Shares.

**Based on 334,870,350 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2007.

SCHEDULE 13D/A CUSIP No.: 25030W100

	(1)	Names of Reporting Person: Jose Ignacio de Nicolás Gutiérrez

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds: OO

	(5)	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization: Mexico

Number of Shares Beneficially Owned by Each Reporting Person With:			(7)	Sole Voting Power: 0

			(8)	Shared Voting Power: 117,777,176*

			(9)	Sole Dispositive Power: 0

			(10)	Shared Dispositive Power: 117,777,176*

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 117,777,176*

	(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11): 35.17%**

	(14)	Type of Reporting Person: IN

**Based on 334,870,350 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2007.

SCHEDULE 13D/A CUSIP No.: 25030W100

	(1)	Names of Reporting Person: Gerardo de Nicolás Gutiérrez

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds: OO

	(5)	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization: Mexico

Number of Shares Beneficially Owned by Each Reporting Person With:			(7)	Sole Voting Power: 0

			(8)	Shared Voting Power: 117,777,176*

			(9)	Sole Dispositive Power: 0

			(10)	Shared Dispositive Power: 117,777,176*

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 117,777,176*

	(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11): 35.17%**

	(14)	Type of Reporting Person: IN

**Based on 334,870,350 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2007.

SCHEDULE 13D/A CUSIP No.: 25030W100

	(1)	Names of Reporting Person: Julian de Nicolás Gutiérrez

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds: OO

	(5)	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization: Mexico

Number of Shares Beneficially Owned by Each Reporting Person With:			(7)	Sole Voting Power: 0

			(8)	Shared Voting Power: 117,777,176*

			(9)	Sole Dispositive Power: 0

			(10)	Shared Dispositive Power: 117,777,176*

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 117,777,176*

	(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11): 35.17%**

	(14)	Type of Reporting Person: IN

**Based on 334,870,350 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2007.

SCHEDULE 13D/A CUSIP No.: 25030W100

	(1)	Names of Reporting Person: Juan Carlos Torres Cisneros

	(2)	Check the Appropriate Box if a Member of a Group
		(a)			x
		(b)			o

	(3)	SEC Use Only

	(4)	Source of Funds: OO

	(5)	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	(6)	Citizenship or Place of Organization: Mexico

Number of Shares Beneficially Owned by Each Reporting Person With:			(7)	Sole Voting Power: 0

			(8)	Shared Voting Power: 117,777,176*

			(9)	Sole Dispositive Power: 0

			(10)	Shared Dispositive Power: 117,777,176*

	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 117,777,176*

	(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	(13)	Percent of Class Represented by Amount in Row (11): 35.17%**

	(14)	Type of Reporting Person: IN

**Based on 334,870,350 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2007.

This Schedule 13D/A (Amendment No. 2) is being filed to amend and supplement the original Schedule 13D of the Reporting Persons filed on February 19, 2008 with the Securities and Exchange Commission, as amended by Schedule 13D/A (Amendment No. 1) that was filed on October 10, 2008 with the Securities and Exchange Commission. Except as specifically amended hereby, the disclosure set forth in the original Schedule 13D shall remain unchanged.

Item 1.	Security and Issuer.
This statement relates to Common Shares, without par value, and American Depositary Shares (“ADSs”), as evidenced by American Depositary Receipts, each representing six Common Shares, without par value, of Desarrolladora Homex, S.A.B. de C.V., a corporation (sociedad anónima bursatil de capital variable) organized under the laws of the United Mexican States. The Common Shares, including the Common Shares underlying the ADSs, are collectively referred to herein as the “Shares”.
The principal executive offices of the Company are located at Boulevard Alfonso Zaragoza M. 2204 Norte, 80020, Culiacán Sinaloa, México.

Item 2.	Identity and Background.
This Statement is being filed by Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros (each a “Reporting Person” and collectively the “Reporting Persons”), solely in their capacity as the Trust Management Committee (the “Technical Committee”) formed to manage Trust No. F/466 (the “Trust”). The Trust, through Ixe Banco, S.A. (the “Trustee”), holds 117,777,176 Shares for the benefit of the following members of the de Nicolás family: Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez (collectively, the “Trust Beneficiaries”). The Reporting Persons, acting collectively as the Technical Committee, may be deemed to have beneficial ownership of the Shares held for the benefit of the Trust Beneficiaries; however, each individual Reporting Person disclaims any beneficial ownership as an individual over any such Shares. In addition, all references in this Schedule 13D/A to the Reporting Persons shall be deemed to be references to the Reporting Persons acting collectively as the Technical Committee and not as individuals.
The business address of Eustaquio Tomás de Nicolás Gutiérrez is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico. Eustaquio Tomás de Nicolás Gutiérrez’s present principal occupation is Chairman of the Board of Directors of the Company. Eustaquio Tomás de Nicolás Gutiérrez is a citizen of Mexico.
The business address of Jose Ignacio de Nicolás Gutiérrez is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico. Jose Ignacio de Nicolás Gutiérrez’s present principal occupation is Secretary of Economic Development for the State of Sinaloa, Mexico. The business address for the Government of the State of Sinaloa is Insurgentes S/N Col. Centro Sinaloa C.P. 80129, Culiacán, Sinaloa, Mexico. Eustaquio Tomas de Nicolás Gutiérrez is a citizen of Mexico.
The business address of Gerardo de Nicolás Gutiérrez is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico. Gerardo de Nicolás Gutiérrez’s present principal occupation is Chief Executive Officer of the Company. Gerardo de Nicolás Gutiérrez is a citizen of Mexico.
The business address of Julian de Nicolás Gutiérrez is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico. Julian de Nicolás Gutiérrez’s present principal occupation is Vice President of the Middle Income Division of the Company. Julian de Nicolás Gutiérrez is a citizen of Mexico.

The business address of Juan Carlos Torres Cisneros is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico. Juan Carlos Torres Cisneros’ present principal occupation is Private Investor. Juan Carlos Torres Cisneros is a citizen of Mexico.

During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.	Source and Amount of Funds or Other Consideration.
Item 3 of the original Schedule 13D is amended to read as follows:
On February 7, 2008, the Trust acquired 17,142,857 Shares from EIP Investment Holdings LLC Comm V.A. for US$150,000,000 with private funds contributed by and loans made by the Trust Beneficiaries or their affiliated entities. US$51,000,000 was borrowed from Citibank, N.A. pursuant to a Credit Agreement, dated December 20, 2007, with interest accruing per annum at .49% above the LIBOR Rate (as defined therein). US$30,000,000 was borrowed from JPMorgan Chase Bank, N.A., pursuant to Revolving Credit Promissory Notes, dated as of January 31, 2008, with interest accruing at a fixed rate per annum equal to .50% above the Adjusted Libor Rate (as defined therein) and a maturity date of October 31, 2009. US$21,546,366 was borrowed from Banco Santander International, pursuant to Promissory Notes, dated February 1, 2008, with interest accruing per annum at .45% above LIBOR (as defined therein) and with a loan term of four years. The descriptions in this Statement of such loans are qualified in their entirety by reference to the loan agreements, which are included as Exhibits 7.02 through 7.04 to the original Schedule 13D.
The other Shares held in the Trust were acquired by private funds contributed to the Trust by the Trust Beneficiaries or were contributed to the Trust by the Trust settlors.
On October 7, 2008, the Trust sold 100,000 ADSs representing 600,000 Shares in open market transactions. In consideration for the sale of the ADSs, the Trust received $24.3635 per ADS for an aggregate consideration of $2,436,350.00
On October 8, 2008, the Trust sold 958,588 ADSs representing 5,751,528 Shares in open market transactions. In consideration for the sales of the ADSs, the Trust received $21.6310 per ADS for the sale of 849,088 ADS, $24.1960 per ADS for the sale of 60,000 ADS and $21.0630 per ADS for the sale of 49,500 ADS, representing an aggregate total consideration of $20,861,000.13.
On October 9, 2008, the Trust sold 100,000 ADSs representing 600,000 Shares in open market transactions. In consideration for the sale of the ADSs, the Trust received $21.4152 per ADS for an aggregate consideration of $2,141,517.99.
On October 10, 2008, the Trust sold 310,833 ADSs representing 1,864,998 Shares in open market transactions. In consideration for the sales of the ADSs, the Trust received $19.9390 per ADS for the sale of 135,833 ADS and $19.8415 per ADS for the sale of 175,000 ADS, representing on aggregate total consideration of $6,180,643.35.

On October 29, 2008, the Trust sold 1,267,026 ADSs representing 7,602,156 Shares to Quantum EMEA Fund Ltd. (an exempted limited liability company organized under the laws of the Cayman Islands), pursuant to a Stock Purchase Agreement dated as of October 29, 2008 among Ixe Banco, S.A. as trustee of the Trust and Quantum EMEA Fund Ltd. In consideration for the sale of the ADSs, the Trust received aggregate consideration of $20,000,000.

Item 4.	Purpose of Transaction.
Item 4 of the original Schedule 13D is supplemented as follows:
The purpose of the disposition was to obtain the proceeds of the sale. The Reporting Persons, acting collectively as the Technical Committee, routinely monitor the performance of the Company and intend to continuously evaluate the Company’s business, financial condition, operating results, capital structure, management, stock market performance, competitive outlook and other relevant factors. Depending on such evaluations, the Reporting Persons, acting collectively as the Technical Committee, may, at any time and from time to time, direct the Trustee to purchase additional Shares on behalf of the Trust or to dispose of any and all Shares held for the benefit of the Trust Beneficiaries. As part of such evaluations, the Reporting Persons, acting collectively as the Technical Committee, have and may in the future seek the views of, hold active discussions with and respond to inquiries from the Trust Beneficiaries, members of the board, officers or representatives of the Company, stockholders of the Company, and other persons regarding the Company’s affairs and strategic alternatives. The Reporting Persons, acting collectively as the Technical Committee, may from time to time develop plans, or have discussions with third parties, respecting, or propose changes in, the management, composition of the board, policies, operations, capital structure or business of the Company. In connection with these and other plans or proposals that the Reporting Persons, acting collectively as the Technical Committee, may develop, the Reporting Persons, acting collectively as the Technical Committee, may conduct investigations and, if warranted by such review, make and negotiate, or direct the Trustee to make and negotiate, proposals to and with the Company, third persons or directly with other stockholders of the Company concerning the matters addressed in the preceding sentence, and may enter, or direct the Trustee to enter, into agreements with the Company or such third persons in connection with those negotiations and proposals, including confidentiality and/or other arrangements.
Except as set forth herein, the Reporting Persons, acting collectively as the Technical Committee, do not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, acting collectively as the Technical Committee, reserve the right to formulate plans or make proposals, and take such action with respect to the Trust’s investment in the Company, including any or all of the items set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.

Item 5.	Interest in Securities of the Issuer.
Item 5 of the original Schedule 13D is amended to read as follows:
(a) – (b) Each Reporting Person is one of five members of the Technical Committee, and in such capacity shares, with the other four Reporting Persons, voting and investment power over all 117,777,176 Shares held for the benefit of the Trust Beneficiaries. Pursuant to the terms of the Third Amendment to the Trust Agreement, dated March 13, 2007, and the Fourth Amendment to the Trust Agreement, dated May 16, 2007 (collectively, the “Amended Trust Agreement”), all decisions of the Technical Committee are taken by a vote of the majority of the members of the Technical Committee.

The Reporting Persons, acting collectively as the Technical Committee, may be deemed to have beneficial ownership of the Shares held for the benefit of the Trust Beneficiaries; however, each individual Reporting Person disclaims any beneficial ownership as an individual over any such Shares. In addition, all references in this Schedule 13D to the Reporting Persons shall be deemed to be references to the Reporting Persons acting collectively as the Technical Committee and not as individuals.

Based on 334,870,350 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2007, the 117,777,176 Shares as to which the Reporting Persons, acting collectively as the Technical Committee, may be deemed to have shared voting and dispositive power constitute 35.17% of the outstanding Shares.

None of the Reporting Persons, individually, has sole voting or dispositive power over any of the Shares.

Item 2 is hereby incorporated by reference.

(c) Except as described in Item 3 above, none of the Reporting Persons, acting collectively as the Technical Committee, has effected any transactions in the Common Stock during the past 60 days.

(d) All sale proceeds and dividends on the Shares are for the benefit of the Trust Beneficiaries in accordance with following percentages of beneficial interests in the Trust:

Eustaquio Tomas De Nicolás Gutiérrez	31.11	%
Gerardo De Nicolás Gutiérrez	29.56	%
Julian De Nicolás Gutiérrez	23.33	%
José Ignacio De Nicolás Gutiérrez	7.10	%
Ana Luz De Nicolás Gutiérrez	8.90	%
	100.00	%

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

7.01 Joint Filing Agreement

7.02 Stock Purchase Agreement dated as of October 29, 2008 among Ixe Banco, S.A. as trustee of the Trust and Quantum EMEA Fund Ltd.

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.

October 31, 2008


	/s/ Eustaquio Tomas de Nicolas Gutierrez
	Eustaquio Tomas de Nicolas Gutierrez
	Member of Technical Committee


	/s/ Jose Ignacio de Nicolas Gutierrez
	Jose Ignacio de Nicolas Gutierrez
	Member of Technical Committee


	/s/ Gerardo de Nicolas Gutierrez
	Gerardo de Nicolas Gutierrez
	Member of Technical Committee


	/s/ Julian de Nicolas Gutierrez
	Julian de Nicolas Gutierrez
	Member of Technical Committee


	/s/ Juan Carlos Torres Cisneros
	Juan Carlos Torres Cisneros
	Member of Technical Committee

EXHIBIT INDEX

7.01 Joint Filing Agreement

7.02 Stock Purchase Agreement dated as of October 29, 2008 among Ixe Banco, S.A. as trustee of the Trust and Quantum EMEA Fund Ltd

EX-7.01 2 a08-27000_1ex7d01.htm EX-7.01

Exhibit 7.01

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agree to the joint filing on behalf of each of them as members of the Technical Committee (as defined in Schedule 13D/A to which this agreement is attached) of a statement on Schedule 13D/A (including amendments thereto) with respect to the Common Shares (including the Common Shares underlying the ADSs) of Desarrolladora Homex, S.A.B. de C.V. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

IN WITNESS WHEREOF, the undersigned have executed this agreement as of the 31^st day of October, 2008.

		/s/ Eustaquio Tomas de Nicolas Gutierrez
		Eustaquio Tomas de Nicolas Gutierrez
		Member of Technical Committee

		/s/ Jose Ignacio de Nicolas Gutierrez
		Jose Ignacio de Nicolas Gutierrez
		Member of Technical Committee

		/s/ Gerardo de Nicolas Gutierrez
		Gerardo de Nicolas Gutierrez
		Member of Technical Committee

		/s/ Julian de Nicolas Gutierrez
		Julian de Nicolas Gutierrez
		Member of Technical Committee

		/s/ Juan Carlos Torres Cisneros
		Juan Carlos Torres Cisneros
		Member of Technical Committee

EX-7.02 3 a08-27000_1ex7d02.htm EX-7.02

Exhibit 7.02

Execution Copy

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”), dated as of October 29, 2008, is hereby entered into among Ixe Banco, S.A. (the “Trustee”), as trustee of Trust No. F/466 (the “Trust” and together with the Trustee, the “Seller”), for the benefit of the following de Nicolas family members: Eustaquio Tornas de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez, and Quantum EMEA Fund Ltd., an exempted limited liability company organized under the laws of the Cayman Islands (the “Purchaser”).

WHEREAS, Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, 1,267,026 American Depository Shares (each an “ADS” and collectively the “Acquired Shares”) of Desarrolladora Homex, S.A.B. de C.V. (aka Homex Development Corp.), a corporation organized under the laws of the United Mexican States (the “Company”) at a price per ADS of $15.785, each ADS representing six shares of Common Stock, without par value, of the Company (the shares of Common Stock underlying the Acquired Shares, the “Common Shares”), in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the respective representations, warranties, covenants and agreements contained in this Agreement, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

1. Purchase and Sale of the Acquired Shares. Subject to the terms of this Agreement, the Seller hereby sells, conveys, assigns and delivers to the Purchaser, and the Purchaser hereby purchases, acquires and accepts from the Seller, the Acquired Shares.

2. Consideration. In consideration of the aforesaid sale, conveyance, assignment and delivery of the Acquired Shares, the Purchaser hereby agrees to deliver, or cause to be delivered, to the Seller, an amount in cash equal to U.S.$ 20,000,000 (the “Purchase Price”).

3. Closing. The date of the Closing (the “Closing”) shall be the date hereof. For the avoidance of doubt, for all purposes (including, without limitation, the determination of beneficial or record holders as of any date and the right to receive dividends or other distributions from the Company in respect of the Acquired Shares or the Common Shares) the effective date of the sale, conveyance, assignment and delivery of the Acquired Shares shall be the date of this Agreement and the Seller shall promptly remit and deliver to the Purchaser any amounts or property paid or distributed to it in respect of the Acquired Shares on or following the date of this Agreement (other than the Purchase Price).

4. Deliveries at the Closing. At the Closing, the Seller will deliver and transfer to the Purchaser the Acquired Shares in electronic form via book entry transfer to the account maintained by the Purchaser’s broker at DTC as set forth on Schedule I.

Immediately following receipt by Purchaser of evidence that such electronic book entry transfer of the Acquired Shares has been completed, Purchaser shall deliver and transfer the Purchase Price in immediately available funds in lawful money of the United States of America by two wire transfers payable to the Seller pursuant to the wire instructions set forth on Schedule II.

5. Representations and Agreements of the Seller. The Seller represents and warrants to the Purchaser as follows:

a. Organization and Power. The Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The Seller has all requisite legal power to execute and deliver this Agreement and to carry out and perform its obligations under this Agreement.

b. Authorization. All action on the part of the Seller necessary for the authorization, execution, delivery and performance of this Agreement and for the authorization of the sale and delivery of the Acquired Shares have been taken. This Agreement has been duly and validly executed and delivered by the Seller, and constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms. The execution of this Agreement and the performance by the Seller of its obligations hereunder do not conflict with or violate Seller’s organizational documents, any agreement to which the Seller is a party or is bound or any law applicable to the Seller. No consent of, notice to or filing with any third party, including governmental authorities (other than disclosure forms, including Schedule 13D, to be filed with governmental or regulatory agencies), is required for the Seller to execute and deliver this Agreement and effect the transactions contemplated by this Agreement (without giving effect to any consents or filings which may be required as a result of the status or operations of the Purchaser).

c. Title and Related Matters. The Seller holds of record and owns beneficially each of Acquired Shares free and clear of any liens, security interests, charges, pledges, claims, encumbrance or restrictions whether arising by contract or law (collectively, “Encumbrances”). The Seller is not a party to any contract or agreement governing the sale, disposition, transfer or voting of the Acquired Shares, other than as set forth in the Trust Agreement for the Trust and as specifically set forth in SEC filings relating to the Acquired Shares on Schedule 13D filed by Seller on February 19, 2008 and October 14, 2008, provided that none of such contracts or agreements shall be applicable to or have any effect on the Acquired Shares from and after the Closing. Upon delivery of the Acquired Shares as contemplated by Section 5 hereof, the Acquired Shares shall be free and clear of any Encumbrances, other than any restrictions on transfer under applicable securities laws and as set forth in the form of Deposit Agreement related to such Acquired Shares (a true copy of which has been filed by the Company as Exhibit 99.A with Registration Statement on Form F-6 (File No. 333-116278) on June 8, 2004).

d. Non-Public Information. The Seller is not motivated to enter into the Agreement in whole or in part on the basis of any material non-public information.

6. Representations and Agreements of the Purchaser. The Purchaser represents and warrants to the Seller as follows :

a. Organization and Power. The Purchaser is organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite legal power to execute and deliver this Agreement and to carry out and perform its obligations under this Agreement.

b. Authorization. All actions on the part of the Purchaser necessary for the authorization, execution, delivery and performance of this Agreement have been taken. This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms. The execution of this Agreement and the performance by the Purchaser of its obligations hereunder do not conflict with or violate Purchaser’s organizational documents, any agreement to which Purchaser is a party or bound or any law applicable to Purchaser. No consent of or filing with any third party, including governmental authorities (other than disclosure forms to be filed with governmental or regulatory agencies, including Schedule 13D or Schedule 13G, as may be applicable), is required for the Purchaser to execute and deliver this Agreement and effect the transactions contemplated by this Agreement (without giving effect to any consents or filings which may be required as a result of the status or operations of the Seller).

c. Investment Representations. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Acquired Shares, has independently evaluated the merits of purchasing the Acquired Shares and has made an informed, independent investment decision with respect thereto. The Purchaser is acquiring the Shares for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) and with no present intention of selling, transferring, granting a participation in or otherwise distributing the shares thereof in violation of the Securities Act. The Purchaser is a sophisticated investor that qualifies as an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission.

7. Withdrawal of Common Shares. If at anytime and from time to time after the Closing the Purchaser desires to withdraw any Common Shares underlying all or any portion of the Acquired Shares or otherwise convert the Acquired Shares or any portion thereof into any Common Shares underlying Acquired Shares, upon request by the Purchaser, the Seller shall use commercially reasonable efforts to cooperate and assist Purchaser with such withdrawal or conversion; provided, however, that (i) such obligations of the Seller shall survive until the fifth anniversary of the date hereof and (ii) the Seller shall have no obligation to pay any depositary or other fees in connection with such withdrawal or conversion.

8. Fees and Expenses. Each party will assume and pay for the expenses (including fees of counsel) it incurs with respect to the purchase and sale of the Acquired Shares under this Agreement.

9. Public Announcements. Without the prior written consent of the other party, no party to this Agreement shall, directly or indirectly, make or cause to be made, any press release, filing or other public disclosure that discloses or reveals the identity of the other party to this Agreement (or its affiliates) or files or discloses this Agreement or any of the terms hereof, other than the number of securities sold hereunder and the price paid to the Seller for such securities, provided, however, that a party may disclose such information if required by applicable law, regulation or legally binding request by any regulatory authority, after consultation with the other party and after being advised by its outside legal counsel that such disclosure is so legally required, provided further, however, that in such event the disclosing party shall, except to the extent would cause, or would be reasonably likely to cause, the disclosing party to violate applicable law or regulation. provide advance notice of such disclosure to the other party together with a copy of the anticipated disclosure (or such portions thereof that relate to the other party or to the terms of this Agreement), give the other party the opportunity to comment on such portions of the disclosure and, unless the disclosing party, acting in good faith, deems the request to be unreasonable, incorporate such comments to such disclosure.

10. Further Assurances. Subject to the terms and provisions of this Agreement, each of the parties hereto shall take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable law, and execute and deliver such documents and other papers, in each case, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated hereby.

11. Binding Effect; Assignment. This Agreement is not assignable by either party, unless the prior written consent of the other parties hereto is obtained. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the Seller and its successors and permitted assigns with respect to the obligations of the Purchaser under this Agreement, and to the benefit of the Purchaser and its successors and permitted assigns with respect to the obligations of the Seller under this Agreement.

12. Enforceability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

14. Governing Law. This Agreement shall be governed by the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of law) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above.

IXE BANCO, S.A., as trustee of Trust No. F/466 for the benefit of the following de Nicolás family members: Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolas Gutiérrez, Gerardo de Nicolas Gutiérrez, Julian de Nicolas Gutiérrez and Ana Luz de Nicolás Gutiérrez



By:	/s/ Idalia Morales Lever
	Name: Idalia Morales Lever
	Title: Trust Delegate


By:	/s/ Armando Jorge Rivero Laing
	Name: Armando Jorge Rivero Laing
	Title: Legal Director


QUANTUM EMEA FUND LTD.


By:	/s/ DAVID TAYLOR
	Name:	DAVID TAYLOR
	Title:	Attorney-In-Fact

-----END PRIVACY-ENHANCED MESSAGE-----