FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

More documents

Recommendations

Info

Table of Contents Item 10. Additional Information Market Regulation and Registration Standards In 1946, the Comisión Nacional de Valores, or the National Securities Commission, commonly known as the CNV, was established to regulate stock market activity. In 1995, the CNV and the Comisión Nacional Bancaria, or the National Banking Commission, were merged to form the CNBV. The Mexican Securities Market Law, which took effect in 1975, introduced important structural changes to the Mexican financial system, including the organization of brokerage firms as corporations with variable capital, or sociedades anónimas de capital variable. The Mexican Securities Market Law sets standards for authorizing companies to operate as brokerage firms, which authorization is granted at the discretion of the Ministry of Finance upon the recommendation of the CNBV. In addition to setting standards for brokerage firms, the Mexican Securities Market Law empowers the CNBV, among other things, to regulate the public offering and trading of securities and to impose sanctions for the illegal use of insider information. The CNBV regulates the Mexican securities market, the Mexican Stock Exchange and brokerage firms through a board of governors composed of thirteen members, five of which are appointed by the Ministry of Finance. In June 2001, the Mexican Securities Market Law required issuers to increase the protections offered to minority stockholders and to impose corporate governance controls on Mexican-listed companies in line with international standards. The Mexican Securities Market Law then in effect expressly permitted Mexican-listed companies, with prior authorization from the CNBV, to include in their bylaws anti-takeover defenses, such as stockholder rights plans or poison pills. To offer securities to the public in Mexico, an issuer must meet specific qualitative and quantitative requirements, and generally only securities for which an application for registration in the National Registry of Securities, or NRS, maintained by the CNBV has been approved by the CNBV may be listed on the Mexican Stock Exchange. This approval does not imply any kind of certification or assurance related to the merits or the quality of the securities or the solvency of the issuer. In March 2003, the CNBV issued general rules, or General CNBV Rules, applicable to issuers and other securities market participants. The General CNBV Rules, which repealed several previously enacted rules, or circulares, of the CNBV, now provide a single set of rules governing issuers and issuer activity, among other things. The General CNBV Rules have mandated that the Mexican Stock Exchange adopt minimum requirements for issuers to be registered with the CNBV and have their securities listed on the Mexican Stock Exchange. To be registered, issuers will be required to have, among other things: ● ● ● ● ● a minimum price for the securities to be offered; a minimum of 15% of the capital stock placed among public investors; a minimum of 200 holders of shares or of shares represented by ADRs, who are deemed to be public investors under the General CNBV Rules, upon the completion of the offering; the following distribution of the securities offered pursuant to an offering in Mexico: (i) at least 50% of the total number of securities offered must be placed among investors who acquire less than 5% of the total number of securities offered; and (ii) no investor may acquire more than 40% of the total number of securities offered; and complied with certain corporate governance requirements. To maintain its registration, an issuer will be required to have, among other things: ● ● a minimum financial condition; minimum operating conditions, including a minimum number of trades; 101
Table of Contents ● ● ● ● a minimum trading price of its securities; a minimum of 12% of the capital stock held by public investors; a minimum of 100 holders of shares or of shares represented by ADRs who are deemed to be public investors under the General CNBV Rules; and complied with certain corporate governance requirements. The CNBV has the authority to waive some of these requirements in some circumstances. Last year, the General CNBV Rules were amended in order to include the obligation to disclose only to this authority the names and number of shares of the stockholders of a security market participant. The Mexican Stock Exchange will review annually compliance with the foregoing and other requirements, some of which may be further reviewed on a quarterly or semi-annual basis. The Mexican Stock Exchange must inform the CNBV of the results of its review and this information must, in turn, be disclosed to investors. If an issuer fails to comply with any of the foregoing requirements, the Mexican Stock Exchange will request that the issuer propose a plan to cure the violation. If the issuer fails to propose such plan, if the plan is not satisfactory to the Mexican Stock Exchange or if the issuer does not make substantial progress with respect to the corrective measures, trading of the relevant series of shares on the Mexican Stock Exchange will be temporarily suspended until the situation is corrected. In addition, if the issuer fails to propose the plan or ceases to follow such plan once proposed, the CNBV may suspend or cancel the registration of the shares. In such event, the issuer must evidence the mechanisms to protect the rights of public investors and market in general. Issuers of listed securities are required to file unaudited quarterly financial statements and audited annual financial statements as well as various periodic reports with the CNBV and the Mexican Stock Exchange. Pursuant to the General CNBV Rules, the internal regulations of the Mexican Stock Exchange must be amended to include, among other things, the implementation of the Sistema Electrónico de Envío y Difusión de Información, or the SEDI, an automated system for the electronic transfer of the information required to be filed with the Mexican Stock Exchange, which will be similar to, but will replace, the existing Sistema Electrónico de Comunicación con Emisores de Valores, or EMISNET. Issuers of listed securities must prepare and disclose their financial information by a Mexican Stock Exchange-approved system known as the Sistema de Información Financiera Computarizada, or Computerized Financial Information System, commonly known as the SIFIC. Immediately upon its receipt, the Mexican Stock Exchange makes that information available to the public. The General CNBV Rules and the internal regulations of the Mexican Stock Exchange require issuers of listed securities to file through the SEDI information on the occurrence of material events affecting the relevant issuer. Material events include, but are not limited to: ● ● ● ● ● ● ● ● the entering into or termination of joint venture agreements or agreements with key suppliers; the creation of new lines of businesses or services; significant deviations in expected or projected operating performance; the restructuring or payment of significant indebtedness; material litigation or labor conflicts; changes in dividend policy; the commencement of any insolvency, suspension or bankruptcy proceedings; changes in the directors; and 102
Page 1 and 2:
UNITED STATES SECURITIES AND EXCHAN
Page 3 and 4:
TABLE OF CONTENTS PART I Item 1. Id
Page 5 and 6:
Table of Contents We caution you th
Page 7 and 8:
Table of Contents Year ended Decemb
Page 9 and 10:
Table of Contents To the extent tha
Page 11 and 12:
Table of Contents We Provide Remote
Page 13 and 14:
Table of Contents We Are a Holding
Page 15 and 16:
Table of Contents Today, the market
Page 17 and 18:
Table of Contents Any future deprec
Page 19 and 20:
Table of Contents Risk Factors Rela
Page 21 and 22:
Table of Contents In August 2009, A
Page 23 and 24:
Table of Contents In April of 2008,
Page 25 and 26:
Table of Contents The Acquisition h
Page 27 and 28:
Table of Contents On September 19,
Page 29 and 30:
Table of Contents On September 19,
Page 31 and 32:
Table of Contents At our annual gen
Page 33 and 34:
Table of Contents We distribute the
Page 35 and 36:
Table of Contents In our stores, we
Page 37 and 38:
Table of Contents Prior to 2008, th
Page 39 and 40:
Table of Contents In 2011, we conti
Page 41 and 42:
Table of Contents To better serve s
Page 43 and 44:
Table of Contents ● Mexsana talcu
Page 45 and 46:
Table of Contents Payments and Coll
Page 47 and 48:
Table of Contents Information Techn
Page 49 and 50:
Table of Contents In addition to th
Page 51 and 52:
Table of Contents (3) In Mexico, ph
Page 53 and 54: Table of Contents (4) To calculate
Page 55 and 56: Table of Contents We also offer our
Page 57 and 58: Table of Contents The devaluation o
Page 59 and 60: Table of Contents (****) Associates
Page 61 and 62: Table of Contents In January 2009 w
Page 63 and 64: Table of Contents In our Retail Pha
Page 65 and 66: Table of Contents Inflation and Int
Page 67 and 68: Table of Contents With the acquisit
Page 69 and 70: Table of Contents Results of Operat
Page 71 and 72: Table of Contents Net Income. The G
Page 73 and 74: Table of Contents On March 25, 2010
Page 75 and 76: Table of Contents Grupo Casa Saba i
Page 77 and 78: Table of Contents In the event that
Page 79 and 80: Table of Contents Grupo Casa Saba h
Page 81 and 82: Table of Contents Prior to the noti
Page 83 and 84: Property and equipment Our balance
Page 85 and 86: Labor obligations Our labor liabili
Page 87 and 88: Tax and legal contingencies We are
Page 89 and 90: FRS C-4. “Inventories” (FRS C-4
Page 91 and 92: Table of Contents As of the transit
Page 93 and 94: Table of Contents Name and Date of
Page 95 and 96: Table of Contents Employee Profit S
Page 97 and 98: Table of Contents The Chairman of t
Page 99 and 100: Table of Contents All related party
Page 101 and 102: Table of Contents Significant Chang
Page 103: Table of Contents The table below s
Page 107 and 108: Table of Contents ● ● ● ●
Page 109 and 110: Table of Contents Directors Under t
Page 111 and 112: Table of Contents Forfeiture of Sha
Page 113 and 114: Table of Contents We are organized
Page 115 and 116: Table of Contents Ownership by non-
Page 117 and 118: Table of Contents ● Gain on sales
Page 119 and 120: Table of Contents We anticipate tha
Page 121 and 122: Table of Contents As a foreign priv
Page 123 and 124: Table of Contents Item 12. Item 12A
Page 125 and 126: Table of Contents During the review
Page 127 and 128: Table of Contents Since we are Mexi
Page 129 and 130: Table of Contents PART III Item 17.
Page 131 and 132: Table of Contents INDEX TO CONSOLID
Page 133 and 134: Table of Contents REPORT OF INDEPEN
Page 135 and 136: Table of Contents ATTESTATION REPOR
Page 137 and 138: Table of Contents Grupo Casa Saba,
Page 139 and 140: Table of Contents Grupo Casa Saba,
Page 141 and 142: Table of Contents NOTES TO THE CONS
Page 143 and 144: Table of Contents a) Through an ass
Page 145 and 146: Table of Contents Proforma condense
Page 147 and 148: Table of Contents 3. Significant ac
Page 149 and 150: Table of Contents The errors accoun
Page 151 and 152: Table of Contents Investments in as
Page 153 and 154: Table of Contents Effective 2011, t
Page 155 and 156:
Table of Contents The Company recog
Page 157 and 158:
Table of Contents The Group has cre
Page 159 and 160:
Table of Contents In addition, the
Page 161 and 162:
Table of Contents Foreign currency
Page 163 and 164:
Table of Contents 8. Derivative fin
Page 165 and 166:
Table of Contents 10. Goodwill, int
Page 167 and 168:
Table of Contents At December 31, 2
Page 169 and 170:
Table of Contents On January 25 and
Page 171 and 172:
Table of Contents 13. Other payable
Page 173 and 174:
Table of Contents 15. Foreign curre
Page 175 and 176:
Table of Contents On December 18, 2
Page 177 and 178:
Table of Contents c) Tax loss carry
Page 179 and 180:
Table of Contents All significant t
Page 181 and 182:
Table of Contents On December 7, 20
Page 183 and 184:
Table of Contents ● ● For real
Page 185 and 186:
Table of Contents 22. Differences b
Page 187 and 188:
Table of Contents ii) For Mexican F
Page 189 and 190:
Table of Contents At December 31, 2
Page 191 and 192:
Table of Contents 23. Reconciliatio
Page 193 and 194:
Table of Contents 24. Supplementary
Page 195 and 196:
Table of Contents g) Quantitative a
Page 197 and 198:
Table of Contents ● In October 20
Page 199 and 200:
Table of Contents Page Representati
Page 201 and 202:
CREDIT AGREEMENT (THIS “AGREEMENT
Page 203 and 204:
(k) To the best of its knowledge, F
Page 205 and 206:
(aa) Any and all funds used by it t
Page 207 and 208:
“Authorized Officer” shall mean
Page 209 and 210:
“Drawdown” shall mean each draw
Page 211 and 212:
“Interest Payment Date” has the
Page 213 and 214:
“Share Pledge Agreement” shall
Page 215 and 216:
(g) The Lenders shall credit the am
Page 217 and 218:
(e) If the Borrower defaults with a
Page 219 and 220:
(iii) concurrently with the deliver
Page 221 and 222:
(j) Maintenance of Property. The Bo
Page 223 and 224:
(ii) To the extent permitted by the
Page 225 and 226:
(ii) date thereof; Liens imposed by
Page 227 and 228:
ARTICLE THIRTEEN. Conditions Preced
Page 229 and 230:
(xxii) neither the execution of the
Page 231 and 232:
(i) Insolvency. (i) If the Borrower
Page 233 and 234:
(b) If as a result of the amendment
Page 235 and 236:
(B) The Chilean Collateral Agent. (
Page 237 and 238:
(iii) Neither the Chilean Collatera
Page 239 and 240:
(h) Effective Term. Unless revoked
Page 241 and 242:
(c) effective. Absent written notic
Page 243 and 244:
This Credit Agreement is executed i
Page 245 and 246:
The Chilean Collateral Agent: HSBC
Page 247 and 248:
(c) If the Central Bank of Mexico s
Page 249 and 250:
Joint and Several Obligations. (a)
Page 251 and 252:
(k) Material Adverse Effect. If the
Page 253 and 254:
Exhibit 4.3 SUMMARY OF THE IRREVOCA
Page 255 and 256:
(6) defend, at its own cost and exp
Page 257 and 258:
(5) the balance remaining after the
Page 259 and 260:
In addition, articles Three, Four a
Page 261 and 262:
(j) deliver, within five (5) days f
Page 263 and 264:
Governing Law and Jurisdiction. Thi
Page 265 and 266:
Servicios Corporativos Doctorgen, S
Page 267 and 268:
Exhibit 12.2 CERTIFICATION I, Juan
show all

FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

Create successful ePaper yourself

Delete template?

Save as template?