Obbligazione Unifinancial 8.875% ( USP94461AD52 ) in USD

Unifinancial

0.01 USD ▼

Messico

USP94461AD52 ( in USD )

8.875% per anno ( pagato 2 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Unifin Financiera USP94461AD52 en USD 8.875%, scadenza perpetue

200 000 USD

250 000 000 USD

P94461AD5

B- ( Highly speculative )

N/A

29/07/2026 ( In 169 giorni )

Unifin Financiera è una società finanziaria messicana che offre una gamma di servizi finanziari alle piccole e medie imprese (PMI) e ai consumatori, inclusi prestiti, leasing e factoring.

The Obbligazione issued by Unifinancial ( Mexico ) , in USD, with the ISIN code USP94461AD52, pays a coupon of 8.875% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue
The Obbligazione issued by Unifinancial ( Mexico ) , in USD, with the ISIN code USP94461AD52, was rated B- ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Unifin Financiera, S.A.B. de C.V., SOFOM, E.N.R.
(incorporated under the laws of Mexico)
US$ 250,000,000
8.875% Subordinated Perpetual Notes
______________________
We are offering US$ 250,000,000 aggregate principal amount of our 8.875% subordinated perpetual notes (the "notes"). The notes
have no fixed maturity date. However, at our option, we may redeem the notes, in whole but not part, on January 29, 2025 (the "First Call
Date"), and on every fifth anniversary thereafter, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus
accrued interest (including any deferred interest and arrears of interest) up to (but not including) the redemption date of the notes. We may also
redeem the notes, in whole but not in part, upon the occurrence of certain tax, accounting, ratings and certain other events at the applicable
redemption prices as set forth in this listing particulars. Subject to our right to defer payment, interest on the notes will be payable semi-
annually in arrears on January 29 and July 29 of each year, each an Interest Payment Date, beginning on July 29, 2018.
As more fully described in this listing particulars, we may, in our sole discretion, defer interest payments on the notes for any period
of time; provided that any such deferred payments will themselves bear interest at the same rate as the principal amount of the notes and will
become due and payable on any Mandatory Payment Date (as defined under "Description of the Notes--Payment of Deferred Interest"). The
notes bear will interest on their principal amount from (and including) January 29, 2018 to but excluding the First Call Date, at a rate of 8.875%
per year; and from and including the First Call Date to but excluding the redemption date, if any, at, in respect of each Reset Period (as defined
under "Description of the Notes--Principal and Interest Payments--Determination of Interest on the Notes"), the relevant U.S. Treasury Rate
plus: (A) in respect of the Reset Period commencing on or after the First Call Date but before January 29, 2040, the Initial Margin; (B) in
respect of Reset Periods commencing on or after January 29, 2040 (15 years after the First Call Date): the Initial Margin plus 2.00%; provided
that if our S&P credit rating has been upgraded to investment grade and such rating is effective at January 29, 2040, then such 2.00% increase
shall only become effective for Reset Periods commencing on or after January 29, 2045 (20 years after the First Call Date).
The notes are our unsecured and subordinated obligations and rank (i) junior to all of our existing and future Unsubordinated
Indebtedness (as defined under "Description of the Notes--Ranking of the Notes"), (ii) pari passu among themselves and with all other future
Subordinated Indebtedness (as defined under "Description of the Notes--Ranking of the Notes"), and (iii) senior to all existing and future
classes of our Share Capital (as defined under "Description of the Notes--Ranking of the Notes"). The notes are effectively subordinated to all
existing and future liabilities of our subsidiaries. The notes do not restrict our ability or the ability of our subsidiaries to incur additional
indebtedness in the future.
This document constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated July 10,
2005, as amended. Application has been made to admit the notes to listing on the Official List of the Luxembourg Stock Exchange and to
trading on the EuroMTF Market of the Luxembourg Stock Exchange.
Investing in the notes involves risks. See "Risk Factors" beginning on page 24 of this listing particulars for certain
information that you should consider before investing in the notes.

Issue Price: 100.000% plus accrued interest, if any, from January 29, 2018.

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE MEXICAN NATIONAL
SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES, OR "RNV") MAINTAINED BY THE MEXICAN
NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR
"CNBV") AND, THEREFORE, MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO OR OTHERWISE BE
SUBJECT TO INTERMEDIATION ACTIVITIES IN MEXICO, EXCEPT PURSUANT TO THE REGISTRATION
EXEMPTIONS PROVIDED IN ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO
DE VALORES) AND REGULATIONS THEREUNDER. WE WILL NOTIFY THE CNBV OF THE TERMS AND
CONDITIONS OF THIS OFFERING OF THE NOTES OUTSIDE OF MEXICO. SUCH NOTICE WILL BE
SUBMITTED FOR INFORMATIONAL PURPOSES ONLY TO THE CNBV TO COMPLY WITH ARTICLE 7,
SECOND PARAGRAPH, OF THE MEXICAN SECURITIES MARKET LAW AND REGULATIONS THEREUNDER.
THE DELIVERY TO, AND 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 SET FORTH IN THIS
LISTING PARTICULARS. THIS LISTING PARTICULARS IS SOLELY OUR RESPONSIBILITY AND HAS NOT

BEEN REVIEWED OR AUTHORIZED BY THE CNBV, AND MAY NOT BE PUBLICLY DISTRIBUTED IN
MEXICO.

The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), any
state securities laws, or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to U.S. persons (as
defined in Regulation S under the Securities Act ("Regulation S")), except in transactions exempt from, or not subject to, the registration
requirements of the Securities Act. Accordingly, the notes are being offered and sold in the United States only to qualified institutional buyers in
compliance with Rule 144A under the Securities Act ("Rule 144A") and to persons other than U.S. persons outside the United States in
compliance with Regulation S. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may
be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of eligible offerees
and certain restrictions on transfer of the notes, see "Transfer Restrictions."
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within
the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as
amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended,
the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
Delivery of the notes was made in book-entry form only through the facilities of The Depository Trust Company ("DTC") for the
accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and
Clearstream Banking, société anonyme, Luxembourg ("Clearstream") on January 29, 2018.

Global Coordinator

Morgan Stanley

Joint
Bookrunners
Barclays
Citigroup
Scotiabank

The date of this listing particulars is January 30, 2018.

TABLE OF CONTENTS
Page
NOTICE TO INVESTORS ......................................................................................................................................... ii
AVAILABLE INFORMATION ................................................................................................................................ iii
FORWARD-LOOKING STATEMENTS .................................................................................................................. iv
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION ................................................... vi
SUMMARY ................................................................................................................................................................ 1
THE OFFERING ....................................................................................................................................................... 13
SUMMARY FINANCIAL AND OTHER INFORMATION ................................................................................... 19
RISK FACTORS ....................................................................................................................................................... 24
USE OF PROCEEDS ................................................................................................................................................ 43
EXCHANGE RATES ................................................................................................................................................ 44
CAPITALIZATION .................................................................................................................................................. 46
SELECTED FINANCIAL AND OTHER INFORMATION .................................................................................... 47
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ................................................................................................................................................. 52
BUSINESS ................................................................................................................................................................ 88
MANAGEMENT .................................................................................................................................................... 112
SUPERVISION AND REGULATION OF THE MEXICAN FINANCIAL INDUSTRY ..................................... 118
PRINCIPAL SHAREHOLDERS ............................................................................................................................ 124
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ...................................................... 125
DESCRIPTION OF THE NOTES ........................................................................................................................... 126
BOOK-ENTRY, DELIVERY AND FORM............................................................................................................ 145
TAXATION ............................................................................................................................................................ 149
PLAN OF DISTRIBUTION .................................................................................................................................... 156
TRANSFER RESTRICTIONS ................................................................................................................................ 165
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ....................................................... 168
LISTING AND GENERAL INFORMATION ........................................................................................................ 169
LEGAL MATTERS ................................................................................................................................................ 169
INDEPENDENT ACCOUNTANTS ....................................................................................................................... 171
INDEX TO FINANCIAL STATEMENTS .............................................................................................................. F-1
ANNEX A: SUMMARY OF CERTAIN SIGNIFICANT DIFFERENCES BETWEEN SOFOM GAAP
AND U.S. GAAP ................................................................................................................................................. A-1

________________
You should rely only on the information contained in this listing particulars. Neither we nor the
initial purchasers have authorized any other person to provide you with information that is different from or
additional to that contained in this listing particulars, and neither we nor the initial purchasers take
responsibility for any other information that others may give you. You should assume that the information in
this listing particulars is accurate only as of the date on the front cover of this listing particulars, regardless of
time of delivery of this listing particulars or any sale of the notes. Our business, financial condition, results of
operations and prospects may change after the date on the front cover of this listing particulars. This listing
particulars may only be used where it is legal to sell the notes. Neither we nor any of the initial purchasers
are making an offer to sell, or seeking offers to buy, the notes in any jurisdiction where such an offer or sale is
not permitted.
Unless otherwise specified or the context requires, references in this listing particulars to "the
Company," "we," "us" and "our" refer to Unifin Financiera, S.A.B. de C.V., Sociedad Financiera de Objeto
Múltiple, Entidad No Regulada and its subsidiaries, and references to "Unifin" or "the Issuer" refer to Unifin
Financiera, S.A.B. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad No Regulada, without its
subsidiaries.

NOTICE TO INVESTORS
We are relying on an exemption from registration under the Securities Act for offers and sales of securities
that do not involve a public offering. The notes are subject to restrictions on transferability and resale and may not
be transferred or resold except as permitted under the Securities Act and the applicable state securities laws pursuant
to registration or exemption therefrom. By purchasing the notes, you will be deemed to have made the
acknowledgements, representations, warranties and agreements described under the heading "Transfer Restrictions"
in this listing particulars. You should understand that you will be required to bear the financial risks of your
investment for an indefinite period of time.
Neither the CNBV nor the U.S. Securities and Exchange Commission (the "SEC"), nor any state or
foreign securities commission or regulatory authority, has approved or disapproved of the notes nor have any
of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy, adequacy or
completeness of this listing particulars. Any representation to the contrary is a criminal offense.
We have submitted this listing particulars solely to a limited number of qualified institutional buyers in the
United States and to investors outside the United States so they can consider a purchase of the notes. We have not
authorized its use for any other purpose.
This listing particulars is based on information provided by us and by other sources that we believe are
reliable. We cannot assure you that this information is accurate or complete. This listing particulars summarizes
certain documents and other information and we refer you to such documents and other information for a more
complete understanding of what we discuss in this listing particulars. In making an investment decision, you must
rely on your own examination of our company and of the terms of this offering and the notes, including the merits
and risks involved.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this listing particulars. Nothing contained in this listing particulars is,
or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future.
Neither we nor the initial purchasers are making any representation to any purchaser of the notes regarding
the legality of an investment in the notes by such purchaser under any legal investment or similar laws or
regulations. You should not consider any information in this listing particulars to be legal, business or tax advice.
You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding
any investment in the notes.
We accept responsibility for the information contained in this listing particulars. To the best of our
knowledge and belief (and we have taken all reasonable care to ensure that), the information contained in this listing
particulars is in accordance with the facts and does not omit any material information.
We reserve the right to withdraw this offering of the notes at any time, and we and the initial purchasers
reserve the right to reject any commitment to subscribe for the notes in whole or in part and to allot to any
prospective investor less than the full amount of notes sought by that investor. The initial purchasers and certain
related entities may acquire for their own account a portion of the notes.
You must comply with all applicable laws and regulations in force in your jurisdiction and you must obtain
any consent, approval or permission required by you for the purchase, offer or sale of the notes under the laws and
regulations in force in your jurisdiction to which you are subject or in which you make such purchase, offer or sale,
and neither we nor any of the initial purchasers will have any responsibility therefor.
________________

ii

AVAILABLE INFORMATION
We are not subject to the information requirements of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"). To permit compliance with Rule 144A under the Securities Act in connection with
resales of notes, we will be required under the indenture under which the notes are issued (the "Indenture"), upon the
request of a holder of Rule 144A notes or Regulation S notes (during the restricted period, as defined in the legend
included under "Transfer Restrictions"), to furnish to such holder and any prospective purchaser designated by such
holder the information required to be delivered under Rule 144A(d)(4) under the Securities Act, unless we either
furnish information to the SEC in accordance with Rule 12g3-2(b) under the Exchange Act or furnish information to
the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Any such request may be made to us in writing at our
main office located at Presidente Masaryk 111, 3rd Floor, Polanco V Section, Delegación Miguel Hidalgo, 11560,
Mexico City, Mexico. For as long as our shares are registered with the RNV and listed with the Mexican Stock
Exchange (Bolsa Mexicana de Valores or "BMV"), we will be required periodically to furnish certain information,
including quarterly and annual reports, to the CNBV and to the BMV, which will be available in Spanish for
inspection on the BMV's website at www.bmv.com.mx and on the CNBV's website at www.cnbv.gob.mx.
The Indenture further requires that we furnish to the Trustee (as defined under "Description of the Notes--
General") all notices of meetings of the holders of notes and other reports and communications that are generally
made available to holders of the notes. See "Description of the Notes."
We will make available to the holders of the notes, at the corporate trust office of the Trustee at no cost,
copies of the Indenture, as well as this listing particulars, including a review of our operations, and copies in English
of our annual audited consolidated financial statements and our quarterly unaudited consolidated financial
statements. A copy of our by-laws, as amended, has been filed with, and can be examined at, the CNBV and the
BMV and is available for review at www.bmv.com.mx. Information will also be available at the office of the
Luxembourg Listing Agent (as defined under "Description of the Notes--General").
Application has been made to admit the notes to listing in the Official List of the Luxembourg Stock
Exchange and to trading on the EuroMTF Market of the Luxembourg Stock Exchange, in accordance with its rules.
This listing particulars forms, in all material respects, the listing memorandum for admission to the Luxembourg
Stock Exchange. We will be required to comply with any undertakings given by us from time to time to the
Luxembourg Stock Exchange in connection with the notes, and to furnish all such information as the rules of the
Luxembourg Stock Exchange may require in connection with the listing of the notes.

iii

FORWARD-LOOKING STATEMENTS
Certain statements contained in this listing particulars relating to our plans, forecasts and expectations
regarding future events, strategies and projections are estimates. Examples of such forward-looking statements
include, but are not limited to: (i) statements regarding our results of operations and financial position; (ii)
statements of plans, objectives or goals, including those related to our operations; and (iii) statements of assumptions
underlying such statements. Words such as "may," "might," "will," "would," "shall," "should," "can," "could,"
"believe," "anticipate," "continue," "expect," "estimate," "plan," "intend," "foresee," "seeks," "predict," "project,"
"potential," or the negative of these terms, and other similar terms are used in this listing particulars to identify such
forward-looking statements. Forward-looking statements included in this listing particulars are based on our current
expectations and projections related to future events and trends which affect or would affect our business.
Forward-looking statements include risks, uncertainties and assumptions, since these refer to future events
and, therefore, do not represent any guarantee of future results. Therefore, our financial condition, results of
operations, strategies, competitive position and market environment may significantly differ from our estimates, in
view of a number of factors, including, but not limited to:
changes in general economic, business or political or other conditions in Mexico, the United States or
elsewhere;
changes in capital markets in general that may affect policies or attitudes towards investing in Mexico
or securities issued by companies in Mexico;
the ability or willingness of our customers to meet their payment obligations;
the monetary, foreign exchange and interest rate policies of the Mexican Central Bank ("Banco de
México");
high levels of inflation or deflation;
movements in foreign exchange rates;
any increase in competition, including from new market entrants with substantial resources;
our ability to access sources of financing on attractive terms or at all;
any failure or weakness in our operating controls or procedures or in connection with our risk
management policies;
changes in, or failure to comply with, applicable laws and regulations, and the interpretation thereof, or
changes in taxes;
changes in regulations, or interpretations thereof, relating to maximum interest rates and to terms that
may be included in our standard agreements with customers;
any damage to the public's perception of our brands;
changes in consumer spending and saving habits;
changes in the offer of and demand for our products and services;
any loss of significant customers;
our ability to implement our plans for growth or to conduct acquisitions or any consolidations;
our inability to hedge against certain market risks;

iv

loss of any key personnel;
changes in labor relations, including any increases in labor costs or any labor strikes;
our ability to implement new technologies;
our ability to freely determine the interest rates and premiums that we charge to our customers in our
auto loans and other loans;
our level of capitalization, reserves and charge-offs in respect of non-performing loans;
any adverse determinations in respect of the financial services industry or our lending business made
by antitrust or financial authorities;
lawsuits initiated by our creditors, borrowers' groups or Mexican authorities and other potential
litigation;
inability to timely and duly enforce collateral or guarantees provided by borrowers and/or guarantors;
any adverse administrative or legal proceedings against us;
possible disruptions to commercial activities due to natural and human-induced disasters, including
health epidemics, weather conditions, terrorist activities and armed conflicts;
changes to, or withdrawals from, free trade agreements, including the North American Free Trade
Agreement ("NAFTA"), to which Mexico is a party and which is currently undergoing renegotiation;
other factors or trends affecting our financial condition and results of operation; and
the factors discussed under "Risk Factors" in this listing particulars.
Therefore, our actual performance may be adversely affected and may significantly differ from the
expectations set forth in these forward-looking statements, which do not represent a guarantee of our future
performance. In view of these uncertainties, you must not rely on the estimates and forward-looking statements
included in this listing particulars to make an investment decision.
Additional factors affecting our business may arise periodically and we cannot predict such factors, nor can
we assess the impact of all these factors on our business or the extent to which such factors or combination of factors
could cause our results to materially differ from those contained in any forward-looking statement. Although we
consider the plans, intentions, expectation and estimates reflected in, or suggested by, forward-looking statements
included in this listing particulars to be reasonable, we cannot provide any assurance that our plans, intentions,
expectations and estimates will be achieved. Additionally, historical trends in our statements should not be
interpreted as a guarantee that these trends will continue in the future.
Forward-looking statements included herein are made only as of the date of this listing particulars. Except
as required by law, we do not undertake any obligation to update any forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events or
circumstances.

v

PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
Financial Information
This listing particulars includes:
our audited consolidated financial statements as of and for the years ended December 31, 2016, 2015
and 2014, together with the notes thereto (the "Audited Financial Statements"). Our Audited Financial
Statements were audited by PricewaterhouseCoopers, S.C., independent accountants, as stated in their
audit report appearing herein; and
our unaudited condensed consolidated interim financial statements as of September 30, 2017 and for
the nine-month periods ended September 30, 2017 and 2016, together with the notes thereto (the
"Unaudited Interim Financial Statements").
Our Audited Financial Statements and our Unaudited Interim Financial Statements are stated in thousands
of Mexican pesos. Our Audited Financial Statements and our Unaudited Interim Financial Statements are
collectively referred to herein as our "Financial Statements."
Accounting Principles
As a multiple purpose financial entity (Sofom) with shares registered with the RNV, we have prepared our
Financial Statements under the accounting criteria established by the CNBV ("Sofom GAAP"), which are in
accordance with Mexican Financial Reporting Standards (normas de información financiera, or "MFRS"),
established by the Mexican Board for Financial Information Standards (Consejo Mexicano de Normas de
Información Financiera, A.C. or "CINIF"), except where based on the judgment of the CNBV it is necessary to
apply a different accounting criteria. See Note 2 of the Audited Financial Statements.
Sofom GAAP differs in certain significant respects from accounting principles generally accepted in the
United States ("U.S. GAAP"). See "Annex A--Summary of Certain Significant Differences Between Sofom GAAP
and U.S. GAAP" for a description of certain differences between Sofom GAAP and U.S. GAAP as they relate to us.
We are not providing any reconciliation to U.S. GAAP of the Financial Statements or other financial information in
this listing particulars. We cannot assure you that such reconciliation would not identify material quantitative
differences between the Financial Statements or other financial information as prepared on the basis of Sofom
GAAP if such information were to be prepared on the basis of U.S. GAAP or any other accounting principles.
Non-GAAP Measures
This listing particulars contains financial measures that have not been calculated or recognized in
accordance with U.S. GAAP or Sofom GAAP and are referred to herein as adjusted earnings per share and adjusted
consolidated net income. Adjusted earnings per share represents the net consolidated result of the year divided by
the average number of outstanding common shares for the year, excluding: (i) shares issued in 2015 as part of our
Initial Public Offering, as the term is defined below, (ii) shares issued that represent increases in our capital stock
through the capitalization of retained earnings, and (iii) the average balance for the period of the shares held within
the Company's share repurchase fund. Adjusted consolidated net income represents net income determined in
accordance with Sofom GAAP, adjusted for the following non-recurring items net after tax: the sale by us of the
shares of the capital stock of Unifin Agente de Seguros y Fianzas, S.A. de C.V. in 2014 (see "Business Our
Business Lines"), gains as a result of the repurchase of US$ 33.4 million of our 2019 Senior Notes during the year
ended December 31, 2015 (reflected in our financial statements for the year ended December 31, 2015) and the
entering into of derivative financial instruments to hedge our exposure to risks associated with exchange rates
(reflected in our financial statements for the year ended December 31, 2015).
Although our calculations of adjusted earnings per share and adjusted consolidated net income may not be
comparable to calculations of similarly titled measures used by other companies, our management believes that
disclosure of these selected financial metrics can provide useful information to investors in their evaluation of our
operating performance, mainly because, in the case of earnings per share, if the effect of the shares issued in our
Initial Public Offering, the shares issued that represent capitalization of retained earnings, and shares held within the

vi

Company's share repurchase fund were not considered, our earnings per share would have increased during such
periods, and in the case of our adjusted consolidated net income, because it shows our results of operations without
the effect of the non-recurring items. See "Summary Financial and Other Information" and "Selected Financial and
Other Information."
Currency Information
Unless otherwise specified, references to "US$," "U.S. dollars" and "dollars" are to the lawful currency of
the United States. References to "Ps.," "Mexican pesos" and "pesos" are to the lawful currency of Mexico.
This listing particulars contains translations of various peso amounts into U.S. dollars at specified rates
solely for the convenience of the reader. These convenience translations should not be construed as representations
that the peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the
specified rate or at all. Unless otherwise indicated, U.S. dollar amounts provided in this listing particulars that have
been translated from pesos have been so translated at an exchange rate of Ps. 18.1590 per U.S. dollar, the exchange
rate published by the Banco de México in the Mexican Federal Official Gazette on October 2, 2017.
Rounding Adjustments
We have made rounding adjustments to certain numbers presented in this listing particulars. As a result,
numerical figures presented as totals may not always be the exact arithmetic results of their components, as
presented.
Certain Terms Related to our Loan Portfolio
In this listing particulars, we make reference to the following terms:
"net total loans" refers to total loans net of the allowances for loans losses;
"non-performing loans" is defined as past-due loans from our operating leases, financial factoring and
auto loans and other lending business lines for which collection became overdue, calculated from the
thirty-first day such loans become past-due in conformity with the accounting guidelines established
by the CNBV. For more information see Note 3(f), "Loans portfolio" to our Audited Financial
Statements;
"off-balance sheet accounts" is defined as the memorandum accounts that appear in our consolidated
balance sheet and are comprised of non-accrued rent payments;
"performing loans" is defined as the total amount of operating leases, financial factoring and auto loans
and other loans that are not past due;
"total indebtedness" is defined as debt securities (long-term and short-term portions) and bank
borrowings and loans from other entities (long-term and short-term portions); and
"total loans" is defined as the performing loans and non-performing loans without the effect of the
allowance for loan losses.
Industry and Market Data
Market data and other statistical information (other than in respect of our financial results and performance)
used throughout this listing particulars are based on independent industry publications, government publications,
reports by market research firms or other published independent sources, including the Mexican Association of
Leasing, Credit and Factoring Institutions (Asociación Mexicana de Sociedades Financieras de Arrendamiento,
Crédito y Factoraje, A.C.). Although we believe these sources are reliable, we have not independently verified the
information and cannot guarantee its accuracy or completeness. Some data is also based on our estimates, which are
derived from our review of internal surveys, as well as independent sources. You should not place undue reliance
on estimates as they are inherently uncertain.

vii

SUMMARY
This summary highlights information contained elsewhere in this listing particulars. Because this is only a
summary of this listing particulars, we urge you to read carefully this entire listing particulars before investing in
the notes, including "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our Financial Statements and related notes beginning on page F-1.
Overview
We are a non-regulated Mexican leasing company, operating as a non-banking financial services company,
specializing in three main business lines: operating leasing, financial factoring and auto loans and other lending.
Through our leasing business line, our core business line, we offer operating leases for all types of machinery and
equipment, transportation vehicles (including cars, trucks, helicopters, airplanes and other vessels) and other assets
used in a variety of industries. Through our factoring business line, we provide liquidity and financing solutions to
our customers by purchasing or discounting their accounts receivable and by providing vendor financing. The auto
loans portion of our auto loans and other lending business line is focused on financing the acquisition of new and
used vehicles, while the other lending portion of such business line includes financing working capital needs and the
acquisition of other capital assets.
We specialize in serving small and medium-sized enterprises ("SMEs"), which we believe are largely
underserved by banking institutions despite representing the majority of the economic activity in Mexico. We
believe the SME sector will continue expanding and providing an attractive opportunity for our growth.
The amount per transaction of our operating leases ranges from Ps. 100,000 to Ps. 150 million, with an
average balance of Ps. 1.5 million and with maturities between 12 to 48 months and 38 months on average. The
annual fixed interest rates that we charge for our operating lease products range from 20.0% to 25.0%. The amount
per transaction of our financial factoring products ranges from Ps. 500,000 to Ps. 150 million, with maturities
between 8 to 180 days and 88 days on average, with annual interest rates at the Mexican interbank lending rate
(Tasa de Interés Interbancaria de Equilibrio, or "TIIE") plus 14.0% to 21.0%. Our auto loans range from Ps.
50,000 to up to 80.0% of the vehicle's price, with maturities between 12 and 60 months and fixed interest rates
between 16.9% and 19.0%.
As of September 30, 2017, our operating leasing, financial factoring and auto loans and other lending
business lines represented 77.8%, 5.7% and 16.5% (of which 4.7% was represented by auto loans), respectively, of
our portfolio (including our off-balance sheet accounts).
In recent years, we have experienced a significant level of growth combined with high rates of return and
low rates of non-performing loans. Between 2012 and 2016, our net income and loan portfolio, including our off-
balance sheet accounts, each grew at a compound annual growth rate ("CAGR") of 49.0%, and we had a return on
average equity of 34.7% and a return on average assets of 4% during such period, while return on average equity for
2016 was 24.8%. As of September 30, 2017, our net loan portfolio increased by Ps. 9,132.2 million or 30.3%
compared to September 30, 2016. Non-performing loans represented 0.59% of our loan portfolio (including our off-
balance sheet accounts) as of December 31, 2016. As of September 30, 2017, our non-performing loans accounted
for 0.71% of our total portfolio, including off-balance sheet accounts. We believe our growth is the result of various
factors including our geographic coverage and wide distribution network integrated by our headquarters in Mexico
City and twelve regional offices, our industry knowledge and know-how, our efforts on development and innovation
to meet customers' needs, our customer's loyalty resulting from our personalized service and our effective
origination and collections processes, as well as risk mitigation.

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