FORM 20-F Grupo Casa Saba, S.A.B. de C.V.
FORM 20-F Grupo Casa Saba, S.A.B. de C.V.
FORM 20-F Grupo Casa Saba, S.A.B. de C.V.
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Table of Contents<br />
Item 7.<br />
Major Sharehol<strong>de</strong>rs and Related Party Transactions<br />
We are not directly or indirectly owned or controlled by another corporation or by any foreign government.<br />
Principal Sharehol<strong>de</strong>rs<br />
All information presented in this section regarding beneficial ownership of our capital stock is based on the number of Ordinary Shares outstanding as of March 31,<br />
<strong>20</strong>12, which was 265,419,360. As required by Mexican law, the number of Ordinary Shares outstanding is presented net of the number of repurchased Ordinary Shares held in our<br />
treasury as of March 31, <strong>20</strong>12, which was 14,729,7<strong>20</strong>. We repurchased these Ordinary Shares in the open market pursuant to our share repurchase program, as <strong>de</strong>scribed un<strong>de</strong>r the<br />
caption “Item 9. Offer and Listing Details—Share Repurchases”. Currently, there are no arrangements known to us that could result in a change of control of the Company.<br />
On May 6, <strong>20</strong>08, Mr. Isaac <strong>Saba</strong> Raffoul, as settler and beneficiary “A”, executed a trust agreement with Ixe Banco, S.A., Institución <strong>de</strong> Banca Múltiple, <strong>Grupo</strong><br />
Financiero Banorte, as trustee, Mrs. Beki A<strong>de</strong>s Tawil, as beneficiary “B”, and Mr. Manuel <strong>Saba</strong> A<strong>de</strong>s and Mr. Alberto <strong>Saba</strong> A<strong>de</strong>s both as beneficiaries “C”. In addition to other assets,<br />
the 225,606,456 Ordinary Shares directly owned by Mr. Isaac <strong>Saba</strong> Raffoul were <strong>de</strong>posited into Trust F-709. Upon the <strong>de</strong>ath of Isaac <strong>Saba</strong> Raffoul on July 27, <strong>20</strong>08, Manuel <strong>Saba</strong> A<strong>de</strong>s<br />
and Alberto <strong>Saba</strong> A<strong>de</strong>s, sons of Isaac <strong>Saba</strong> Raffoul became, on an equal basis, the sole beneficiaries of the 225,606,456 Ordinary Shares held by Trust F-709. References in this annual<br />
report to “our controlling sharehol<strong>de</strong>r” is to Trust F-709, as direct hol<strong>de</strong>r of 225,606,456 Ordinary Shares for the benefit of Manuel <strong>Saba</strong> A<strong>de</strong>s and Alberto <strong>Saba</strong> A<strong>de</strong>s.<br />
As of March 31, <strong>20</strong>12, our controlling sharehol<strong>de</strong>r directly held 225,606,456 Ordinary Shares, representing 85% of our issued and outstanding capital stock. As of<br />
April 19, <strong>20</strong>12, approximately 11.3% of our Ordinary Shares were held through ADSs by 26 registered hol<strong>de</strong>rs.<br />
The following table shows information, as of March 31, <strong>20</strong>12, regarding the ownership of our capital stock by each person known by us to own or beneficially own<br />
more than 5% of our outstanding capital stock and by each of our directors, executive officers and key employees.<br />
Name<br />
Number of<br />
Ordinary<br />
Shares Owned<br />
Percentage<br />
Stake<br />
Trust F-709 (1) 225,606,456 85.00%<br />
Total 225,606,456 85.00%<br />
______________________<br />
(1) Manuel <strong>Saba</strong> A<strong>de</strong>s and Alberto <strong>Saba</strong> A<strong>de</strong>s, both of whom are directors of the Company, are the sole beneficial owners, on an equal basis, of the Ordinary<br />
Shares held directly by Trust F-709. The trustee of Trust F-709 is Ixe Banco, S.A. Institución <strong>de</strong> Banca Múltiple, <strong>Grupo</strong> Financiero Banorte, División Fiduciaria.<br />
Although minority sharehol<strong>de</strong>rs have separate minority sharehol<strong>de</strong>s rights, provi<strong>de</strong>d in our By-Laws and the Mexican General Corporation Law, in general terms, all<br />
shares entitle their hol<strong>de</strong>rs to the same rights and impose the same obligations on them. For a <strong>de</strong>scription of the nature of the minority sharehol<strong>de</strong>rs rights, see “Item 10. Additional<br />
Information,” which is inclu<strong>de</strong>s a summary of our By-laws.<br />
Related Party Transactions<br />
In <strong>20</strong>11, we engaged in, and we may continue to engage in, transactions with related parties, including, without limitation, the transactions <strong>de</strong>scribed<br />
below. Exclusively for purposes of this discussion, the term “related party” inclu<strong>de</strong>s our affiliates, associates, directors, officers and principal sharehol<strong>de</strong>rs, as well as affiliates of our<br />
directors, officers and principal sharehol<strong>de</strong>rs, but does not inclu<strong>de</strong> our consolidated subsidiaries. Conflicts of interest are inherent in transactions with related parties. See Note 11 to<br />
our audited consolidated financial statements for all of the information that we must make publicly available in Mexico regarding related party transactions.<br />
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