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

More documents

Recommendations

Info

Table of Contents Item 7. Major Shareholders and Related Party Transactions We are not directly or indirectly owned or controlled by another corporation or by any foreign government. Principal Shareholders 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, 2012, 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 treasury as of March 31, 2012, which was 14,729,720. We repurchased these Ordinary Shares in the open market pursuant to our share repurchase program, as described under the 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. On May 6, 2008, Mr. Isaac Saba Raffoul, as settler and beneficiary “A”, executed a trust agreement with Ixe Banco, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte, as trustee, Mrs. Beki Ades Tawil, as beneficiary “B”, and Mr. Manuel Saba Ades and Mr. Alberto Saba Ades both as beneficiaries “C”. In addition to other assets, the 225,606,456 Ordinary Shares directly owned by Mr. Isaac Saba Raffoul were deposited into Trust F-709. Upon the death of Isaac Saba Raffoul on July 27, 2008, Manuel Saba Ades and Alberto Saba Ades, sons of Isaac Saba 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 report to “our controlling shareholder” is to Trust F-709, as direct holder of 225,606,456 Ordinary Shares for the benefit of Manuel Saba Ades and Alberto Saba Ades. As of March 31, 2012, our controlling shareholder directly held 225,606,456 Ordinary Shares, representing 85% of our issued and outstanding capital stock. As of April 19, 2012, approximately 11.3% of our Ordinary Shares were held through ADSs by 26 registered holders. The following table shows information, as of March 31, 2012, regarding the ownership of our capital stock by each person known by us to own or beneficially own more than 5% of our outstanding capital stock and by each of our directors, executive officers and key employees. Name Number of Ordinary Shares Owned Percentage Stake Trust F-709 (1) 225,606,456 85.00% Total 225,606,456 85.00% ______________________ (1) Manuel Saba Ades and Alberto Saba Ades, both of whom are directors of the Company, are the sole beneficial owners, on an equal basis, of the Ordinary Shares held directly by Trust F-709. The trustee of Trust F-709 is Ixe Banco, S.A. Institución de Banca Múltiple, Grupo Financiero Banorte, División Fiduciaria. Although minority shareholders have separate minority shareholdes rights, provided in our By-Laws and the Mexican General Corporation Law, in general terms, all shares entitle their holders to the same rights and impose the same obligations on them. For a description of the nature of the minority shareholders rights, see “Item 10. Additional Information,” which is includes a summary of our By-laws. Related Party Transactions In 2011, we engaged in, and we may continue to engage in, transactions with related parties, including, without limitation, the transactions described below. Exclusively for purposes of this discussion, the term “related party” includes our affiliates, associates, directors, officers and principal shareholders, as well as affiliates of our directors, officers and principal shareholders, but does not include our consolidated subsidiaries. Conflicts of interest are inherent in transactions with related parties. See Note 11 to our audited consolidated financial statements for all of the information that we must make publicly available in Mexico regarding related party transactions. 95
Table of Contents All related party transactions we engage in are submitted in advance to the Audit and Corporate Practices Committee, and are subject to thorough evaluation, which results in the determination of the terms and conditions under which the transactions shall be carried out. During this evaluation period, the Audit and Corporate Practices Committee makes relevant market research and obtains quotations from several different non-related parties that render the exact or similar services to those intended to be performed by the related party with which the transaction is intended to be conducted. Once the research is concluded, the Audit and Corporate Practices Committee prepares the guidelines that must be observed in establishing the terms of the related party transactions and submits its evaluation to the Board of Directors and to our shareholders. This procedure enables the Company to obtain objective information as to competitive market prices and conditions and, therefore, guarantees that the transactions entered with related parties are at all times entered into on an arm’s-length basis. Principal Transactions and Arrangements with Affiliates and Related Parties of Our Directors, Officers and Principal Shareholders Effective During 2011 Leases. In 2001, we entered into a lease for office space with Xtra Inmuebles, S.A. de C.V., an entity owned and controlled by our controlling shareholder. During 2011, we maintained our lease for office space with Xtra Inmuebles and do not have plans to terminate this agreement. In 2011, we expensed Ps. 5.5 million as compared to Ps. 5.2 million in 2010 and Ps. 4.3 million in 2009 with respect to this lease. In 2008, we entered into a lease for storage space with Xtra Inmuebles, S.A. de C.V., a company that is also owned and controlled by our controlling shareholder. In 2011, we expensed Ps. 1.5 million compared to Ps. 0.4 million in 2010 and Ps. 1.2 million in 2009. We believe that both leases were entered into in the ordinary course of business, were made on an arm’s-length basis and are on terms no less favorable than those that could have been obtained from unaffiliated third parties. Services. In 2002, one of our subsidiaries, Servicios Corporativos Casa Saba, S.A. de C.V., entered into an air transport service agreement with Aero Xtra, S.A. de C.V. an entity indirectly owned and controlled by our controlling shareholder. Services pursuant to this agreement were also provided to us in 2009, 2010 and 2011. During 2011, we expensed a total amount of Ps. 28.0 million as compared to Ps. 18.0 million in 2010 and Ps. 17.7 million in 2009 related to the services rendered by Aero Xtra, S.A. de C.V. This contract was entered into in the ordinary course of business, and was made on an arm’s-length basis on terms no less favorable than those that could have been obtained from unaffiliated third parties. As of December 31, 2009, 2010 and 2011, the receivable balances from Aero Xtra, S.A. de C.V. were Ps. 4.5 million, Ps. 0 and Ps. 2.0 million, respectively. For Xtra Inmuebles, S.A. de C.V., they were Ps. 0, Ps. 0 and Ps. 11.6 million, respectively. The receivable balance from Aero Xtra, S.A. de C.V. and Xtra Inmuebles, S.A. de C.V. represented prepaid flight services and the leasing of real estate, respectively. In addition, we had receivable balances from Tenedora Farmacéutica de México, S.A. de C.V. in the amount of Ps. 9.6 million in 2009, 2010 and in 2011. The account receivable balances from Tenedora de Farmacias Morelianas, S.A. de C.V. were Ps. 18.6 million in 2009, Ps. 20.6 million in 2010 and and Ps. 20.6 million in 2011. In 2011, our accounts receivable balances from Grupo Xtra were Ps. 10.5 million compared to Ps. 11.6 million in 2010 and Ps. 8.6 million in 2009. The receivables balances from Sports Clinic totaled Ps. 0 in 2011 compared to Ps. 6.7 in 2010 and Ps. 0 in 2009. As of December 31, 2009, 2010 and 2011, the receivable balances from Comercializadora Lundedeq, S.A. de C.V. were Ps. 0, Ps. 0.1 million and Ps. 0, respectively while those from Farmaprice, S.A. de C.V. were Ps. 0 in 2009, Ps. 0.1 million in 2010 and Ps. 0 in 2011. Finally, the receivable balances from Adminstradora Inmas, S.A. de C.V. were Ps. 0 in 2009, Ps. 0.3 million in 2010 and Ps. 0 in 2011. respectively. As of December 31, 2009, 2010 and 2011, the accounts payable balances with Administradora Inmas, S.A. de C.V. were Ps. 0.4 million, Ps. 0 and Ps. 0 million, See Note 11 to our consolidated financial statements for a summary table of our related party transactions. 96
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: Table of Contents The Chairman of t
Page 101 and 102: Table of Contents Significant Chang
Page 103 and 104: Table of Contents The table below s
Page 105 and 106: Table of Contents ● ● ● ● a
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.

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?