FibraHotel. CBFI Holders Meeting Abril 30,

Transcription

1 FibraHotel CBFI Holders Meeting Abril 30, 1

2 Agenda for the CBFI Holders Meeting I. Establishment of the CBFI Holders Meeting. II. Discussion, and in its case approval of the audited financial statements of the Trust for the fiscal year of 2013, prior approval of FibraHotel s Technical Committee. III.Electing and ratifying members of the Technical Committee. IV. Discussion and in its case approval of a proposal to modify the Trust Agreement prior agreement of the Settlors, Trustee, and Common Representative V. General Items. 2

3 I - FibraHotel since its IPO November 2012 April hotels 52 hotels 2,321 rooms 7,159 hotels 12 states in Mexico 23 states in Mexico 3 service segments 4 service segments 2 operators 3 operators 3 brands 8 brands FIHO is a very different company 3

4 I 2013 Achievements Recap of 2013 achievements Structure New acquisitions Opening of our development portfolio Organic growth Payment of distributions Strengthen balance sheet and capitalize for growth Operator and brand diversification Management team Implemented double invoice billing to separate room revenue from F&B Model validated by the fiscal reforms passed in Mexico 7 hotels with 1,024 rooms in operation added to the portfolio in 2013 to date (in addition to acquisition portfolio announced in the IPO) Real Inn Morelia / One Tapatio in H1 2013, CR Suites Puebla in 1Q 2014 To open Cancún Extended Stay Same store RevPAR growth in 2013 y-o-y of 5.6% US$380mm raised in May 2013 follow-on 1 of 2 Fibras that have returned to the market In 2013 FibraHotel has paid a total of Ps per CBFI (Ps. 338mm) Alliance with Marriott for 20 hotels with 6 signed to date Alliance with Camino Real for 10 hotels with 4 signed to date Rounded out management team to successfully transition from private to public 4

5 I - FIHO portfolio as of April 30, 2014 FibraHotel portfolio Hotel No. Rooms 1 Fiesta Inn Culiacán Fiesta Inn Durango One Monterrey One Acapulco One Toluca One Coatzacoalcos Fiesta Inn Tepic One Aguascalientes Fiesta Inn Hermosillo One Culiacán Fiesta Inn Ecatepec Fiesta Inn Perinorte Fiesta Inn Nuevo Laredo Fiesta Inn Naucalpan Fiesta Inn Cuautitlán Fiesta Inn Perisur Camino Real Puebla Fiesta Inn Chihuahua Fiesta Inn Guadalajara One Querétaro Fiesta Inn Aguascalientes Fiesta Inn Monterrey Fiesta Inn Querétaro Fiesta Inn Saltillo One Patriotismo Fiesta Inn Cd. Juárez Fiesta Inn Mexicali Fiesta Inn León Fiesta Inn Monclova Fiesta Inn Torreón Real Inn Morelia Cancún Extended-Stay Camino Real Suites Puebla One Tapatío 126 Sub-total 4, Currently 52 hotels 7,159 rooms Hotels under development Operating 44 hotels 6,238 rooms 12 Mexico City In 23 states Hotel Portafolio FibraHotel (cont d) No rooms 35 Fiesta Inn Puebla Finsa Fiesta Inn Oaxaca One Puebla Finsa Real Inn Guadalajara Fiesta Inn Tlalnepantla Fiesta Inn Toluca Tollocan Fiesta Inn & Suites Toluca Real Inn Mexicali Fiesta Inn Suites Monclova FA Grand Monterrey Aqua Monterrey Courtyard Vallejo Fairfield Inn Vallejo Fiesta Americana Ags Fiesta Inn Xalapa One Xalapa Fairfield Inn Villahermosa Fiesta Inn Cd. Obregon 141 Sub-total 2,413 Room break-down 12% Desarrollo 88% En operación Note: Green highlight represents hotels under development (1) Including Mexico D.F. 5

6 I CBFI performance in 2013 FibraHotel CBFI performance in 2013 (1/1/2013 price of Ps /31/2013 price of Ps ) $ ,000,000 9,000,000 $27.00 $25.00 $23.00 $21.00 $19.00 $17.00 $ ,000,000 7,000,000 6,000,000 5,000, % 4,000, % 1.5% 3,000, % (2.2%) 2,000,000 (6.9%) 1,000, returns CBFI Total FIHO 7.7% 10.8% Fibra Index 1.5% 1.8% IPC (2.2%) Other Fibras FUNO 7.2% 11.7% FINN (6.9%) (4.3%) FMQ 0.5% 6.2% TERRA (16.1%) (13.5%) FSHOP (5.7%) (4.9%) DANHOS (3.5%) (3.5%) Note: Returns from January or IPO date Nota: Total returns include dividends paid Vol. FIHO FUNO FIBRA MQ FIHO FIBRA INN IPC Indice Fibras 6

7 Agenda for the CBFI Holders Meeting I. Establishment of the CBFI Holders Meeting. II. Discussion, and in its case approval of the audited financial statements of the Trust for the fiscal year of 2013, prior approval of FibraHotel s Technical Committee. III.Electing and ratifying members of the Technical Committee. IV. Discussion and in its case approval of a proposal to modify the Trust Agreement prior agreement of the Settlors, Trustee, and Common Representative V. General Items. 7

8 II 2013 financial results Revenue Net Operating Income (margin) Q1 Q2 Q3 Q % 36% 34% 33% Q1 Q2 Q3 Q4 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% AFFO Distribution Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2013: was a year of growth. Given the acquisitions closed throughout the year, leading to strong growth of the financial results 2013: FibraHotel returned Ps. $338 million in distributions during the year 8

9 Agenda for the CBFI Holders Meeting I. Establishment of the CBFI Holders Meeting. II. Discussion, and in its case approval of the audited financial statements of the Trust for the fiscal year of 2013, prior approval of FibraHotel s Technical Committee. III.Electing and ratifying members of the Technical Committee. IV. Discussion and in its case approval of a proposal to modify the Trust Agreement prior agreement of the Settlors, Trustee, and Common Representative V. General Items. 9

10 III Ratify current members of the Technical Committee and nominate a new independent member Non-independent memebers Experienced management team Technical Committee members Position Audit Committee Technical Committee Practices Committee Nominations Committee Roberto Galante Totah Alberto Galante Zaga Simón Galante Zaga Chairman of the Committee Co-Chairman of the Committee CEO of the Advisor Roberto Galante Chairman Alberto Galante Co-Chairman Benjamín Adolfo Fastlicht Kurián Sandor Valner Waxtein Eduardo López General Manager / CEO of FibraHotel 20 years of lodging experience Simón Galante CEO of the Advisor 20 years of real estate and lodging experience Edouard Boudrant CFO over 8 years of finance experience Guillermo Bravo Cop. Dev. and IR over 7 years of finance and M&A experience Independent 1 Albert Galante Saadia Mayer Zaga Bucai Manuel Zepeda Payeras Jaime Zabludowsky Kuper Felipe de Yturbe Pablo de la Peza Berríos Proposed member Proposed to CBFI Holders Audit, practices and nominations committees Audit committee Practices committee Nominations committee 3 members 100% independent Appointed by Technical Committee 3 members 100% independent Appointed by Technical Committee 5 members 60% independent Appointed by Technical Committee CV Pablo de la Peza Berríos Proposed Independent member Industrial Engineer from Universidad Iberoamericana Worked in various positions in Citigroup/Banamex from 1976 to 2013, including International Treasury Director at California Commerce Bank, Director of Financial Planning of Banamex, Director of Insurance Banamex, Director of AFORE Banamex, Strategic Planning and Corporate Development for Citigroup in Mexico and Latin America Participated in the administration committee of various investment vehicles administered by Banamex In 2013 he retired from Banamex even though he still participates in some related companies as board member and in the administration committees Edeavor mentor Note: Lock-up for control trust participating in follow-on offering is 180 days (1) Independent members annual compensation: <US$30,000. May be increased / reduced by the technical committee with holders approval if increase / decrease is higher than 50%. Any subsequent increase / decrease exceeding 25% must be approved by holders 10

11 Agenda for the CBFI Holders Meeting I. Establishment of the CBFI Holders Meeting. II. Discussion, and in its case approval of the audited financial statements of the Trust for the fiscal year of 2013, prior approval of FibraHotel s Technical Committee. III.Electing and ratifying members of the Technical Committee. IV. Discussion and in its case approval of a proposal to modify the Trust Agreement prior agreement of the Settlors, Trustee, and Common Representative V. General Items. 11

12 IV Proposed modifications to the Trust Agreement I. If approved, the Trustee will now be responsible to call the CBFI Holders meetings instead of the Holders Common Representative, at least once on each fiscal year, to approve the financial statements of the previous year and to elect or ratify the Technical Committee members no later than April, and not in March as it was previously provided. II. If approved, and pursuant to section I hereof, the CBFI Holders that individually or jointly represent 10% or more of the outstanding CBFIs, may request the Holders Common Representative, to request the Trustee to call upon a CBFI Holders meeting. The Trustee will have to call said meeting no later than 15 days upon the receipt of said request. IV.If approved, in accordance to Fibra Hotel s commitment pursuant to the Offering Memorandum dated May 30, 2013, the new procedure to increase the Advisor s Fee will be included in the Trust Agreement, as follows: a) The Practices Committee shall approve and recommend the Technical Committee the increase to said fee, previous opinion rendered by an independent expert; b) The majority of independent members of our Technical Committee shall approve said increase and recommend it to the CBFI Holders meeting; c) Our Technical Committee shall recommend said increase to the CBFI Holders meeting; and d) The CBFI Holders meeting shall be called with at least 30 days in advance and approve said increase by at least 51% of the Outstanding CBFI Holders excluding the control group (Fideicomitentes Adherentes Relevantes) 12

13 IV Proposed modifications to the Trust Agreement (Cont d) IV. If approved, new investment criteria for additional property to be purchased from any member of the control group (Fideicomitentes Adherentes Relevantes) or any related party shall be included in the Trust Agreement. In the event described herein, the related party, member of the control group shall abstain to vote the approval of said acquisition. Previously, this scenario only required the approval of the majority of the independent members of our Technical Committee. VI. Regarding the Trustee s obligation to deposit the income in the Lease Account (Cuenta de Rentas) in the Cash Distributions Account (Cuenta de Distribuciones en Efectivo), if approved the following operations may be executed prior to said deposit: a) The deposit corresponding to maintenance capital expenditures reserve (reserva de gasto de capital de mantenimiento) if any, in one or several particular accounts; b) The payment of any expenses related to income generating assets (such as real estate tax, insurance, operative expenses and maintenance expenses; among others); and c) The deposit of sums in dollars in the General Dollar Account (Cuenta General en dólares) or in the Dollar Real Estate Investment Fund Account (Cuenta de Fondo de Inversión en Bienes Inmuebles en dólares), if any. Likewise, regarding the Dollar Lease Account (Cuenta de Rentas en dólares), if approved, the available resources in said account might be used to deposit on: (i) The General Dollar Account, offsetting said deposits with cash from the General Mexican Peso Account (Cuenta General en pesos), considering the exchange rate published by the Mexican Central Bank (Banco de México) on the reception date of the dollar deposit on the Dollar Lease Account (Cuenta de Rentas en Dólares); and/or (ii) Dollar Real Estate Investment Fund Account (Cuenta de Fondo de Inversión en Bienes Inmuebles en dólares), offsetting said deposits with cash from the Mexican Peso Real Estate Investment Fund Account (Cuenta de Fondo de Inversión en Bienes Inmuebles en pesos), considering the exchange rate published by the Mexican Central Bank (Banco de México) on the reception date of the dollar deposit on the Dollar Lease Account (Cuenta de Rentas en Dólares). 13

14 Agenda for the CBFI Holders Meeting I. Establishment of the CBFI Holders Meeting. II. Discussion, and in its case approval of the audited financial statements of the Trust for the fiscal year of 2013, prior approval of FibraHotel s Technical Committee. III.Electing and ratifying members of the Technical Committee. IV. Discussion and in its case approval of a proposal to modify the Trust Agreement prior agreement of the Settlors, Trustee, and Common Representative V. General Items. 14