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 Bolsa Mexicana de Valores (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, 2022
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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$393,235,022 |
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 of: | |
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 | |
c. Live Aqua Residence Club Los Cabos | |
d. Fiesta Americana Acapulco | |
e. Fiesta Americana Cozumel | |
Guarantee | f. Fiesta Americana Cancún |
g. The Explorean Kohunlich | |
h. 16 apartments within the Nima Bay complex located in Puerto | |
Vallarta | |
4. Account Receivables of the Company's Vacation Club products: | |
(Timeshares, Access y Kivac) | |
5. Additional investments that the Company may execute. | |
Pledge Agreement of segregated bank accounts to deposit all cash | |
collections from the Vacation Club products and the trust rights | |
regarding a development located in Acapulco Diamante, Guerrero. | |
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 | a member of Grupo Financiero Banamex, División Fiduciaria as |
"Collateral Agent" | |
Depositary | Citi Agency & Trust |
Applicable withholding rate on the date of this report, regarding | |
Tax rules | interest paid on Senior Notes is subject to (i) for foreign resident |
individuals and legal entities, for tax purposes, to a 4.9% withholding | |
tax provided that a series of conditions are met, (ii) if any of these |
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conditions, such as in article 7, second paragraph of the LMVT.N.is not | |
met, residents abroad may be subject to a 10% withholdingtax. 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, including those provided for in the 2027 Senior Notes indenture, upon determining the reserves related to a change of control, corporate restructuring, including acquisitions, mergers, split offs and sale or encumbrance of material assets, taking into consideration the participation of the holders of the previously specified securities, to the extent attributed by such provisions.
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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TABLE OF CONTENTS | |
1) GENERAL INFORMATION | 2 |
b) Executive Summary | 6 |
c) Risk Factors | 12 |
d) Other Securities | 39 |
e) Significant Changes to Securities Rights Registered in the National Securities Registry. | 42 |
f) Public Documents | 42 |
2) THE COMPANY | 43 |
a) History and Development of the Company | 43 |
b) Business Description | 48 |
i) Business Description | 48 |
ii) Distribution Channels | 50 |
iii) Patents, Licenses, Brands and Other Contracts | 52 |
iv) Principal Clients | 54 |
v) Applicable Legislation and Tax Situation | 55 |
vi) Human Resources | 57 |
vii) Environmental Performance | 58 |
viii) Market Information | 60 |
ix) Corporate Structure | 63 |
x) Description of the Company's Principal Assets | 64 |
xi) Judicial, Administrative or Arbitral Proceedings | 69 |
xii) Representative Shares of Corporate Capital | 72 |
xiii) Dividends | 73 |
3) FINANCIAL INFORMATION | 74 |
a) Selected Financial Information | 74 |
b) Financial Information per Business Line, Geographic Zone and Export Sales | 74 |
c) Material Loan Information | 75 |
d) 2022-2021 Management Comments and Analysis of the Operating Results and Financial Situation | |
of the Company | 78 |
i) Operating Results | 78 |
d) 2021-2020 Management Comments and Analysis of the Operating Results and Financial Situation | |
of the Company | 85 |
i) Operating Results | 85 |
d) 2020-2019 Management Comments and Analysis of the Operating Results and Financial Situation | |
of the Company | 92 |
i) Operating Results | 92 |
ii) Financial Situation, Liquidity and Capital Markets | 99 |
iii) Internal Control | 103 |
e) Critical Accounting Estimates, Allowances or Reserves | 103 |
4) MANAGEMENT | 105 |
a) External Auditors | 105 |
b) Related Party Transactions and Conflicts of Interest | 105 |
c) Management and Shareholders | 106 |
d) Corporate By-laws and Other Agreements | 113 |
5) CAPITAL MARKETS | 117 |
a) Securities Structure | 117 |
b) Share Performance on the Securities Market | 117 |
c) Market Maker | 117 |
6) PERSONS RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE ANNUAL REPORT 118 | |
7) ATTACHMENTS | 118 |
Audits of the independent auditors for 2022, 2021 and 2020, 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 11 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 July 2023 23:45:03 UTC.