MONTERREY, Mexico--(BUSINESS WIRE)--Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria F/1616 o Fibra Inn (BMV: FINN13) (“Fibra Inn” or “the Company”), a Mexican real estate investment trust specializing in the hotel industry serving the business traveler, announces the following:
In accordance with Articles 68 of Mexican Securities Market Law, Articles 217, 218, 219, 220 and 221 of the Securities and Credit Operations Law, Section 8.1 of Trust F/1616 (“the Trust”), the Company invites all holders of the CBFIs with the ticker symbol "FINN13", issued by the Trust (“the Shareholders"), to the GENERAL ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING that will take place at 11:00 am on October 17, 2014, at the offices located on Paseo de la Reforma 342, Piso 28, Col. Juarez, Delegacion Cuauhtémoc, 06600, Mexico City, in order to discuss the following:
Ordinary Shareholders’ Meeting
I. Proposal, discussion and approval of a CBFI issuance, which will be offered exclusively to the Shareholders.
II. Proposal, discussion and ratification or modification of remunerations for services provided by the Advisor, as stipulated in the Trust Advisory Service Agreement.
III. Appointment of Special Delegates to carry out the resolutions made during the Meeting.
IV. Drafting, review and approval of the Meeting Minutes for the Ordinary Shareholders’ Meeting.
Extraordinary Shareholders’ Meeting
I. Proposal, discussion and approval to fulfill the modification to the Trust, in order to include dispositions included in the recent modifications to the Mexican Securities Market Law and the Regulations Applicable to Issuers, by the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores or “CNBV”).
II. Appointment of Special Delegates to carry out the resolutions made during the Meeting.
III. Drafting, review and approval of the Meeting Minutes of the Extraordinary Shareholders’ Meeting.
In accordance with Article 221 of the Securities and Credit Operations Law, in order to attend the General Ordinary Shareholders’ Meeting, shareholders must present an admission card corresponding to their CBFIs and issued by the Common Representative. Therefore, prior to the meeting, shareholders must first present their certificates, or a receipt of deposit of shares from S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”) in accordance with Mexican Securities Market Law at the offices of CIBanco, S.A., Institución de Banca Múltiple (formerly The Bank of New York Mellon, S.A., lnstitución de Banca Multiple), located at Cordillera de los Andes 265, Floor 8, Colonia Lomas de Chapultepec, C.P. 11000, Mexico City, to Monica Jimenez-Labora Sarabia (firstname.lastname@example.org Tel. 52-55-5063-3978), between the hours of 9:00am and 6:00pm, Monday through Friday, from the date of this announcement and until at least one business day prior to the date of the General Ordinary Shareholders’ Meeting. In exchange for these documents, the Company will issue an admission card, which will include the name of the Holder and the number of CBFIs represented. No one will be admitted to the meeting without these documents present.
Shareholders may be represented by proxy at the meeting by either one or more persons designated by a power of attorney or as otherwise authorized by law, in accordance with the requirements established by Article 49, Section III of Mexican Securities Market Law.
The information and documents related to each of items of the Meeting Agenda for the General Ordinary and Extraordinary Shareholders’ Meeting are available to the Shareholders and the general public, at no cost, 10 (ten) days prior to the meeting date, as per the Mexican Securities Market Law Article 64, 1 Bis, Section II, item (e). These are available at the offices of the Common Representative and may also be accessed on the Trust’s website at www.fibrainn.mx.
Mexico City, October 2, 2014.
Fibra Inn invites you to participate in a conference call to discuss
A CBFIs Issuance, the Change of Fibra Inn´s Fee Structure & the Modifications to the Trust F/1616
These proposals will be reviewed at the General Ordinary and Extraordinary Shareholders’ Meeting
Friday, October 3, 2014
10:00 a.m. Mexico City
11:00 a.m. New York Time
Presenting for Fibra Inn:
Oscar Calvillo, Chief Financial Officer
Lizette Chang, Investor Relations Officer
To access the call, please dial:
1(800) 311-9402 from within the U.S.
1(334) 323-7224 from outside the U.S.
To access the live and archived webcast presentation, visit:
A replay of this call will be available for 30 days at:
1(887) 919 4059 from within the U.S.
1(334) 323-0140 from outside the U.S.
Fibra Inn is a Mexican trust formed primarily to acquire, develop, operate and rent a broad range of hotel properties in Mexico. Headquartered in Monterrey, Fibra Inn has a portfolio of high-quality real estate properties aimed at the business traveler and that are geographically diversified throughout Mexican territory. The Company has signed Franchise Agreements with IHG to operate its global brands, including: Holiday Inn, Holiday Inn Express, Holiday Inn & Suites, Holiday Inn Express & Suites and Crowne Plaza; with Wyndham Hotel Group to operate its global brands Wyndham Garden and Microtel Inn & Suites by Wyndham. Additionally, it has licensing agreements and brand usage agreements with Hilton to operate its brand Hampton Inn by Hilton and with Starwood Hotels & Resorts Worldwide to operate the Aloft brand. The Company has properties that operate with domestic brands like Camino Real and Casa Grande. Additionally, Fibra Inn has agreements with IHG, Marriott International and Wyndham Hotel Group for the development of properties. These hotels enjoy some of the industry’s top loyalty programs. Fibra Inn recently listed its Real Estate Certificates (Certificados Bursátiles Fiduciarios Inmobiliarios or “CBFIs”) on the Mexican Stock Exchange and trades under the ticker symbol “FINN13”.
For more information, please visit: www.fibrainn.mx
Information for Shareholders in the United States – Legend Required by Rule 801(b) of the U.S. Securities Act of 1933
This rights offering is made for the securities of a foreign company. The offer is subject to the disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue the foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgments
Note on Forward-Looking Statements
This press release may contain forward-looking statements. These statements that are not historical facts, and are based on management’s current view and estimates of future economic circumstances, industry conditions, Company performance and financial results. Also, certain reclassifications have been made to make figures comparable for the periods. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.