Investor Presentaiton
58
Fideicomiso Irrevocable No. F/1616 (Deutsche Bank Mexico, S.A. Multiple Banking Institution, Trust Division) And Subsidiary
Notes to the Consolidated Financial Statements
For the period from March 12, 2013 to December 31, 2013
(Expressed in Mexican Pesos)
1.
Company's activity-
Translation from Spanish language original
Trust F/1616 of Deutsche Bank México, S.A., ("Fibra INN", or the "Trust") was established on October 23,
2012, as a real estate trust by Asesor de Activos PRISMA, Sociedad Anónima, Promotora de Inversión de
Capital Variable (the "Trustor"), and Deutsche Bank Mexico, Sociedad Anónima, Institución de Banca
Múltiple, División Fiduciaria (the "Trustee"). The Trust started operations on March 12, 2013. It was created
mainly to acquire and own real estate, with a view to leasing commercial properties earmarked for the
hospitality industry and providing related services.
Fibra INN, as a real estate investment trust (Fideicomiso de Inversiones en Bienes Raices - "FIBRA"), meets
the requirements to be treated as a transparent entity in Mexico for income tax purposes. Therefore, all
proceeds from the Trust's operations are attributed to holders of its Real Estate Fiduciary Stock Certificates
(Certificados Bursátiles Fiduciarios Inmobiliarios - "CBFIS") and the Trust is not subject to income taxes
in Mexico. In order to maintain its FIBRA status, the Tax Administration Service (Servicio de Administración
Tributaria - SAT) established, in Articles 223 and 224 of the Income Tax Law, that the Trust must annually
distribute at least 95 percent of its net tax result to CBFIs holders.
Administradora de Activos Fibra Inn, S.C. is a subsidiary of Fibra INN, in which it holds a 99.9% ownership
interest and has control, as defined in Note 2d) below. This entity has employment contracts with
management personnel and provides support functions necessary to conduct the businesses of the Trust.
The Trust's legal address is Ricardo Margain Zozaya No. #605, Colonia Santa Engracia, in San Pedro Garza
García, Nuevo León.
For the development of its operation, Fibra INN has entered into the following contracts:
i.
Advisory services on acquisition, management and development of assets with Asesor de Activos
Prisma, SAPI de CV. The management consulting services are permanent for all hotels that comprise
the equity of the Trust, and are determined by the value of the related assets. The advisory services
on acquisition and development are performed once for all hotels acquired and developed, and are
determined by the agreed purchase price or developed property, as applicable. The established deadline
for this contract is 10 years.
Property Lease Agreement with Prisma Torreón, S.A.P.I. de C.V., and Hotelera Saltillo, S.A.P.I. de C.V.
Property leasing in force since the date of contribution or acquisition of the hotel until December 25,
2013. The terms of the lease payments consisted in a determined fix portion, depending on the number
of hotel rooms, while the variable portion was determined based in the hotels' incomes.
Real estate services contract with Prisma Torreón, S.A.P.I. de C.V., and Hotelera Saltillo, S.A.P.I. de C.V. Real
estate services provided by AAFI since the date of contribution or acquisition of the hotel until December
25, 2013. The amount charged by these services was determined based on the hotel's performance.
iv. Hotel management services contract with Gestor de Activos Prisma, S.A.P.I. de C.V. agreement. The
hotel management services are permanent, for the corresponding hotels (some hotels contract with
third-party hotel management services). These services were provided since December 26, 2013 and
the stated term of the contract is 10 years. The amount charged by these services is variable and is
determined based on income and an indicator of operating income for the hotel.
V.
Personal services contract with Gestor de Activos Prisma, SAPI de CV Agreement. The personal services
are permanent, for the corresponding hotels (some hotels contract with third-party hotel management
services). These services were provided since December 26, 2013 and the stated term of the contract
is 5 years. The total amount payable for these services, correspond to expenses of the provided services
by the hotel's staff of the Trust, plus a margin of 1%.
vi. Space rental contract with Operadora México Servicios y Restaurantes, SAPI de CV. Lease of spaces
effective since December 26, 2013. Spaces granted as leases are those used to provide different lodging
services. The term of this contract is 20 years. The rental fees, corresponding to this contract are formed
from a fix portion and, in some cases, from a variable portion, which is determined based on distinct
lodging incomes.
Integration of the portfolio-
Contributed portfolio-
In March 2013, Fibra INN held an initial public offering ("IPO") of CBFIs in Mexico and entered into a series
of "constitution/establishement transactions" whereby eight properties were contributed to the Trust in
exchange for CBFIs.
Properties included in the contributed portfolio are as follows:
Properties
Hampton Inn Galerías Monterrey
Hampton Inn Querétaro
Hampton Inn Saltillo
Holiday Inn Express Saltillo
Holiday Inn Express Toluca
Holiday Inn Express Juárez
Hampton Inn Reynosa
Holiday Inn Express Monterrey
(1)
CBFIS (1)
Acquisition cost
12,015,747
$
11,609,890
222,291,320
214,782,965
15,607,634
288,741,229
14,058,791
260,087,634
18,162,779
336,011,412
9,858,177
182,376,275
2,249,436
41,614,566
12,319,736
227,915,114
$ 1,773, 820,515
Properties making up the contributed portfolio were contributed by Adhering Trustors in exchange
for 95,882,190 CBFIs.
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