U.S.$33,000,000 U.S.$120,000,000 Commercial Paper Program 7.00
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INFORMATION MEMORANDUM U.S.$33,000,000 U.S.$120,000,000 Commercial Paper Program 7.00% Notes due 2016 _________________________________________________________________________________________________ We are issuing coupon bearing short-term promissory notes (the “Notes”) in connection with our existing euro commercial paper program (the “Program”) up to a maximum aggregate principal amount outstanding of U.S.$120,000,000. Issue Date – January 28, 2015. Maturity – January 28, 2016. Issue Price – The Notes will be issued at par and bear interest at a rate of 7.00% per year based on a 360-day year comprised of twelve 30-day months, payable semiannually in arrears. Ranking; Security – The Notes are unsecured and will constitute our direct, unsecured and unsubordinated obligations and will rank pari passu with all of our other unsecured and unsubordinated indebtedness including any guarantees given by us, other than obligations preferred by mandatory law. Redemption – There will be no redemption prior to maturity. ISIN – XS1169204762 Investing in the Notes involves a high degree of risk. Please read “Risk Factors” beginning on page 11 of this Information Memorandum. The Notes have not been approved by the U.S. Securities and Exchange Commission or any state securities commission in the United States of America (the “United States” or “U.S.”), nor has the U.S. Securities and Exchange Commission or any U.S. state securities commission passed upon the accuracy or the adequacy of this Information Memorandum. Any representation to the contrary is a criminal offense. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)) except as permitted by Regulation S. This Information Memorandum has been prepared by the Issuer (as defined herein) for use in connection with the offer and sale of the Notes outside the United States to non-U.S. persons pursuant to Regulation S. For a description of these and certain further restrictions on offers, sales and transfers of the Notes and distribution of this Information Memorandum, see “Selling Restrictions” and “Transfer Restrictions” below. The Notes have not been and will not be registered with the National Securities Registry (Registro Nacional de Valores or “RNV”) maintained by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores or “CNBV”), and may not be offered or sold publicly, or otherwise be the subject of brokerage activities, in Mexico, except pursuant to a private placement exemption set forth under Article 8 of the Ley del Mercado de Valores (the “Mexican Securities Market Law”). As required under the Mexican Securities Market Law, we will notify the CNBV of the issuance of the Notes, including the principal characteristics of the Notes and the offering of the Notes outside of Mexico. Such notice will be delivered to the CNBV to comply with a legal requirement and for information purposes only, and the delivery to and the receipt by the CNBV of such notice does not constitute or imply any certification as to the investment quality of the Notes, our solvency, liquidity or credit quality or the accuracy or completeness of the information provided in this Information Memorandum. The information contained in this Information Memorandum regarding the Notes is exclusively the responsibility of the Company (as defined herein) and has not been reviewed or authorized by the CNBV. In making an investment decision, all investors, including any Mexican investors who may acquire the Notes from time to time, must rely on their own review and examination of the Company. Dealer Financial Advisor Information Memorandum dated February 3, 2015 The information contained in this Information Memorandum relating to Grupo Famsa, S.A.B. de C.V. (the “Issuer” or “Famsa” and, together with its subsidiaries, unless the context requires otherwise, the “Company,” “we,” “us,” “our” or the like) has been obtained from the Issuer, which accepts responsibility for the information contained in this Information Memorandum and, having taken all reasonable care to ensure that such is the case, has confirmed that the information contained in the Information Memorandum is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. i TABLE OF CONTENTS Page IMPORTANT NOTICE ................................................................................................................. 1 EXECUTIVE SUMMARY ............................................................................................................. 2 RECENT DEVELOPMENTS ........................................................................................................ 9 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ................ 11 RISK FACTORS ........................................................................................................................ 12 EXCHANGE RATES .................................................................................................................. 31 CAPITALIZATION ...................................................................................................................... 32 USE OF PROCEEDS ................................................................................................................ 33 SELECTED CONSOLIDATED FINANCIAL INFORMATION ..................................................... 34 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ........................................................................................ 35 BUSINESS ................................................................................................................................. 56 RELATED PARTY TRANSACTIONS ...................................................................................... 105 MANAGEMENT ....................................................................................................................... 107 TAXATION ............................................................................................................................... 115 SELLING RESTRICTIONS ...................................................................................................... 118 TRANSFER RESTRICTIONS .................................................................................................. 121 GENERAL INFORMATION ...................................................................................................... 123 Unaudited Interim Consolidated Financial Statements .................................................... Exhibit A Audited Consolidated Financial Statements .................................................................... Exhibit B Form of Global Notes ...................................................................................................... Exhibit C Form of Definitive Notes ................................................................................................. Exhibit D ii IMPORTANT NOTICE This Information Memorandum contains summary information provided by the Company in connection with its issuance of the Notes pursuant to the Program up to a maximum aggregate principal amount outstanding of U.S.$120,000,000. The Issuer has appointed Banco Espírito Santo de Investimento, S.A., Sucursal en España (together with any other dealers appointed by the Issuer under the Program, the “Dealers”) as dealers for the Notes under the Program, and has authorized and requested the Dealers to circulate this Information Memorandum in connection therewith. The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of this Information Memorandum or any supplement hereto. This Information Memorandum is not intended to provide the basis of any credit, taxation, legal, investment or other evaluation and should not be considered as a recommendation by the Issuer or the Dealers that any recipient of this Information Memorandum should purchase any of the Notes. Each recipient contemplating the purchase of any of the Notes is advised to consult its own tax adviser, attorney and business adviser as to tax, legal, business and related matters concerning the purchase of the Notes and to make, and shall be deemed to have made, its own independent investigation in relation to the Program and the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither the Issuer nor the Dealers make any comment about the treatment for taxation purposes of payments or receipts in respect of the Notes to or by a holder of the Notes or the legality of the purchase of the Notes by an investor under applicable investment or similar laws. Neither the Issuer nor the Dealers accept any responsibility, express or implied, for updating this Information Memorandum. Neither the delivery of this Information Memorandum nor the offering, sale or delivery of any Notes shall, in any circumstances, create any implication that the information contained herein is true