Grupo Aeroméxico, S.A.B. de C.V. informs that its Board of Directors and Executive Committee resolved to issue a call to hold a General Extraordinary Shareholders Meeting on June 27, 2022, as from 10:00 a.m., which will discuss and, if applicable, resolve, pursuant to Article 108, Section II, of the Securities Exchange Law (Ley del Mercado de Valores) and other applicable legal provisions, on the cancellation of the registration of the shares representing its capital stock before the National Securities Registry (Registro Nacional de Valores) and, subsequently, the delisting of such shares before the Mexican Securities Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V.), and, if applicable, on the consequent approval to file a request before the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) to obtain the authorization to launch and implement the corresponding tender offer set forth in Article 108 of the Securities Exchange Law (Ley del Mercado de Valores) and, in due course, the cancellation of the registration of the shares concerned.
The foregoing, in compliance with the obligations expressly assumed by the Company under the publicly available documents related to its Joint Plan of Reorganization and related documents (jointly, the “Plan”), which became fully effective on March 17, 2022 (the effective date of the Plan), as provided in previous relevant events published by Aeroméxico, including its contractual obligations under a certain Registration Rights Agreement (“RRA”), which is part of the Plan.
In other words, such process of cancellation of registry and delisting of its shares is part of the agreements entered by Aeroméxico with its former creditors and investors, currently shareholders of the Company, as part of the RRA, which was also informed to its shareholders, authorities and general public as part of the Annual Report for fiscal year 2021 and the Quarterly Report for the first quarter of 2022, both duly filed and published in the Mexican Securities Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V.), and on the Company’s website, among other.
Additionally, as part of the obligations of the Company under the RRA, Aeroméxico is also required to file a potential registration statement of its shares before the U.S. Securities Exchange Commission (SEC) no later than December 30, 2022 (unless such deadline is extended by the parties under the RRA), which has not yet occurred and, whenever occurs, it will be duly informed to the then shareholders of the Company.
The parties, and any third-parties, had, and continue to have, access to and disclosure of all Plan documents and key milestones relating to our prior Chapter 11 restructuring proceeding, including the RRA, which is available as reported in multiple prior relevant events issued by Aeroméxico, and particularly in the public filings and documents of our former voluntary restructuring proceeding, and from the accurate and detailed information and documentation that has been publicly available in the electronic docket (easily accessible and searchable) of our prior voluntary Chapter 11 restructuring proceeding.