GRUPO POSADAS, S.A.B. de C.V.
Prolongación Paseo de la Reforma 1015, Torre A, Piso 9
Col. Santa Fe Cuajimalpa, delegación Cuajimalpa
Ciudad de México, 05348
Series "A" shares representing the corporate capital of Grupo Posadas, S.A.B. de C.V. quoted on the Bolsa Mexicana de Valores, S.A.B. de C.V. (Mexican Stock
Exchange)
Ticker Code: Posadas A
The shares are registered in the National Securities Registry and quoted on the Mexican Securities Exchange Market, S.A.B. de C.V.
Registration in the National Securities Registry does not imply certification of the merit of the securities, or of the issuer's solvency, of the accuracy or truthfulness of the information contained in this Annual Report, nor does it validate those acts which, if applicable, were in violation of the law
ANNUAL REPORT PRESENTED IN KEEPING WITH THE GENERALLY
APPLICABLE PROVISIONS TO SECURITIES ISSUERS AND OTHER MARKET
PARTICIPANTS FOR THE CORPORATE YEAR ENDING
DECEMBER 31, 2021
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INFORMATION RELATED TO DEBT SECURITIES IN EFFECT ISSUED BY
GRUPO POSADAS S.A.B. DE C.V.
Debt Instruments | Senior Notes Due 2027 |
Ticker symbol | "POSADA" |
Amount | US$398,581,321 |
Issue Date | December 15, 2021 |
Maturity Date | December 30, 2027 |
Issue term | A single payment on December 30, 2027 |
Interest and calculation | Step up interest rate: |
year 1: 4%, year 2: 5%, year 3 and 4 :7%, years 5 and 6: 8% | |
procedure | |
(PIK option for years 1 and 2) | |
Interest payment periods | Every six months, in the months of June and December |
Place and method for paying | PIK option up to 50% of interest at a rate of 6% for year one and 7% for |
year two. | |
interest and principal | |
All amounts due are to be wire transferred through the "Trustee" | |
Amortization and early | "Make-Whole" clause |
amortization | |
Administrative and Guarantee Trust and Pledge Agreement of | |
segregated bank accounts to deposit all cash collections from the | |
Vacation Club products: | |
1. Hotel Fiesta Americana Reforma | |
2. Hotel Fiesta Americana Guadalajara | |
3. Vacation property real estate: | |
a. Grand Fiesta Americana Los Cabos | |
b. Fiesta Americana Villas Los Cabos | |
Guarantee | c. Live Aqua Residence Club Los Cabos |
d. Fiesta Americana Acapulco | |
e. Fiesta Americana Cozumel | |
f. Fiesta Americana Cancún | |
g. The Explorean Kohunlich | |
h. 16 apartments within the Nima Bay complex located in Puerto | |
Vallarta | |
4. Accounts Receivables of the Company´s Vacation Club products: | |
(Timeshares, Access y Kivac) | |
5. Additional investments that the Company may execute. | |
Trustee | Banco Invex, S.A., Grupo Financiero Invex, División Fiduciaria, as |
Trustee of the collateral | |
Rating by rating institution and | S&P Global Ratings, "B-", |
*See website: | |
its meaning* | |
www.standardandpoors.com/es, | |
Citi Agency & Trust, as "Trustee", and Banco Nacional de México S.A. | |
Common representative | integrante de Grupo Financiero Banamex, División Fiduciaria as |
"Collateral Agent" | |
Depositary | Citi Agency & Trust |
Applicable withholding rate on the date of this report, regarding | |
interest paid on Senior Notes is subject to (i) for foreign resident | |
Tax rules | individuals and legal entities, for tax purposes, to a 4.9% withholding |
rate provided that a series of conditions are met, (ii) if any of these | |
conditions, such as in article 7, second paragraph of the LMVT.N.is not |
T.N. These are the initials in Spanish for the Ley Mexicana de Valores, which translates into English as the Mexican Securities Law
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met, residents abroad may be subject to a 10% withholding rate. In | |
both cases, advisors should be consulted regarding the tax | |
consequences of investing in Senior Notes, including the enforcement | |
of specific rules relating to their particular situations. It is possible that | |
the tax rules in force may be modified during the Program period and | |
during the Issue term. | |
Calculation Agent | Citi Agency & Trust |
The Issuer shall operate in accordance to its applicable corporate by-laws, legal and contractual provisions upon determining the reserves related to a change of control, corporate restructuring, including acquisitions, mergers, split offs, sale or encumbrance of material assets, taking into consideration the participation of the holders of the previously specified securities.
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ÍNDICE | |
1) INFORMACIÓN GENERAL | 2 |
b) Executive Summary | 6 |
c) Risk Factors | 12 |
d) Other Securities | 40 |
e) Significant Changes to Securities Rights Registered in the National Securities Registry. | 42 |
f) Public Documents | 43 |
2) THE COMPANY | 43 |
a) History and Development of the Company | 43 |
b) Business Description | 48 |
i) Principal Activity | 48 |
ii) Distribution Channels | 50 |
iii) Patents, Licenses, Brands and Other Contracts | 52 |
iv) Principal Clients | 55 |
v) Applicable Legislation and Tax Situation | 56 |
vi) Human Resources | 58 |
vii) Environmental Performance | 59 |
viii) Market Information | 61 |
ix) Corporate Structure | 64 |
x) Description of the Company´s Principal Assets | 65 |
xi) Judicial, Administrative or Arbitral Proceedings | 70 |
xii) Representative Shares of Corporate Capital | 73 |
xiii) Dividends | 74 |
3) FINANCIAL INFORMATION | 75 |
a) Selected Financial Information | 75 |
b) Financial Information per Business Line, Geographic Zone and Export Sales | 75 |
c) Material Loan Information | 76 |
d) Management Comments and Analysis of the Operating Results and Financial Situation of the | |
Company | 79 |
i) Operating Results | 79 |
d) Management Comments and Analysis of the Operating Results and Financial Situation of the | |
Company | 86 |
i) Operating Results | 86 |
d) Management Comments and Analysis of the Operating Results and Financial Situation of the | |
Company | 93 |
i) Operating Results | 93 |
(In thousands of Mexican pesos) | 93 |
ii) Financial Situation, Liquidity and Capital Markets | 100 |
iii) Internal Control | 104 |
e) Critical Accounting Estimates, Allowances or Reserves | 104 |
4) MANAGEMENT | 106 |
a) External Auditors | 106 |
b) Related Party Transactions and Conflicts of Interest | 106 |
c) Management and Shareholders | 107 |
d) Corporate By-laws and Other Agreements | 115 |
5) CAPITAL MARKETS | 118 |
a) Securities Structure | 118 |
b) Share Performance on the Securities Market | 118 |
c) Market Maker | 118 |
6) PERSONS RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE ANNUAL | |
REPORT | 119 |
7) ATTACHMENTS | 119 |
Audits of the independent auditors for 2021, 2020 and 2019, reports of the Audit Committee and Corporate Practices Committee.
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a) Glossary of Terms and Definitions
TERM | DEFINITION |
"BMV" or "Securities Exchange" | Shall mean Mexican Securities Exchange Market, S.A.B. |
de C.V. | |
"CNBV" | Shall mean National Banking and Securities Commission. |
"Company", "Group" or "Posadas" | Shall mean Grupo Posadas, S.A.B. de C.V. and its |
subsidiaries. | |
"Issuer" | Grupo Posadas, S.A.B. de C.V. |
"Audited Financial Statements" | The financial statements audited by Galaz, Yamazaki, |
Ruiz Urquiza, S.C. for the corporate years ending | |
December 31, 2019, 2018 and 2017 included in the | |
present Annual Report. | |
"Fibras" | Mexican trusts principally established to develop, acquire, |
lease, own and operate hotels. | |
"Report" | The present Annual Report. |
"RNV" | National Securities Registry under the National Banking |
and Securities Commission. | |
"$" or "Pesos" or "M.N." | Currency of legal tender in the United Mexican States. |
"US" or "Dollars" | Currency of legal tender in the United States of America. |
"M" | Millions. |
"NIIF" or "IFRS", due to its initials in English | International Financial Reporting Standards |
"Vacation Properties" | Company Segment responsible for marketing and |
operation of vacation products, i.e. time-share, and | |
vacation plans, i.e. pre-payment and discount club. | |
"NPS" | Net Promoter Score: index that measures the customer´s |
loyalty to the brand. | |
Posadas System | Group of hotels that are managed under the brands of |
Grupo Posadas, S.A.B. de C.V., whether as owned, | |
leased, operator or franchised hotels. | |
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Grupo Posadas SAB de CV published this content on 28 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2022 13:16:02 UTC.