CALL FOR THE ORDINARY AND EXTRAORDINARY HOLDERS’ MEETING OF NON-REDEEMABLE CBFIs WITH TICKER “TERRA 13”

terrafina

Mexico City, May 31st, 2024 – Terrafina (“TERRA”) (BMV: TERRA13), a leading Mexican industrial real estate investment trust (“FIBRA”), externally advised by PGIM Real Estate and dedicated to the acquisition, development, lease, and management of industrial real estate properties in Mexico, announced today that:

Pursuant to Articles 64 Bis 1 and 68 of the Securities Market Law (Ley del Mercado de Valores) and Article 218 of the General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito), and in accordance with Clause 4.1. of the Irrevocable Management Trust Agreement identified with number F/00939 dated January 29, 2013 (as amended from time to time, the “Trust Agreement”), and the global certificate with ticker “TERRA 13” (the “Certificates”) issued by CIBanco, S.A., Institución de Banca Múltiple (formerly The Bank of the New York Mellon, S.A., Institución de Banca Múltiple), as trustee of the Trust, PLA Administradora Industrial, S. de R.L. de C.V., as settlor and advisor, TF Administradora, S. de R.L. de C.V., as subsidiary manager and Monex Casa de Bolsa, Monex Grupo Financiero as common representative (the “Common Representative”) of the holders of the Certificates (the “Holders”), such Holders are called to participate in the Ordinary and Extraordinary Holders’ Meeting, to be held on June 11, 2024, at 11:00 a.m. (the “Holders’ Meeting”), in the Common Representative’s offices located at Paseo de la Reforma No. 284, Floor 9, Col. Juárez, Cuauhtémoc, C.P. 06600, Mexico City, to discuss the items presented in the following agenda, provided that the terms used with initial capital letters in this call, other than proper names, titles or words at the beginning of sentences, which are not expressly defined herein, will have the meaning assigned to them in the Trust Agreement:

 

AGENDA OF THE ORDINARY MEETING

  1. Presentation, discussion and, if applicable, approval of the proposal by the trust known as Fibra Uno and Nearshoring Experts & Technology, S.C. submitted to the consideration of the Trust on May 24, 2024, consisting of the consolidation, directly or indirectly, in one or more operations, of the portfolios of the industrial sector, rights and related liabilities, identified as FUNO Industrial Portfolio, Jupiter Portfolio and Terrafina Portfolio (the “Proposed Transaction”), as well as the conditions precedent to which, if any, the authorization of the Proposed Transaction will be subject. Actions and resolutions in this regard.
  2. Proposal, discussion and, if applicable, authorization and delegation of powers to the Technical Committee and the Subsidiary to (i) negotiate the terms and conditions of the Proposed Transaction, (ii) if deemed appropriate, enter into, grant, subscribe and/or sign all and each acts necessary for the implementation of the Proposed Transaction within the period of 45 calendar days indicated in the Proposed Transaction, and (iii) if applicable, grant special powers of attorney for such purposes. Actions and resolutions in this regard.

 

AGENDA OF THE EXTRAORDINARY MEETING

  1. Proposal, discussion and, if applicable, approval of the amendment and restatement of the Trust Agreement, as well as the other Transaction Documents (including the Management Agreement) that may be applicable, in order to reflect the Proposed Transaction, as of and subject to the condition precedent that the Proposed Transaction is closed. Actions and resolutions in this regard.
  2. Proposal, discussion and, if applicable, approval of the termination of the Advisory Agreement in relation to the Proposed Transaction, as of and subject to the condition precedent that the Proposed Transaction is closed. Actions and resolutions in this regard.

 

COMMON MATTERS OF THE ORDINARY AND EXTRAORDINARY MEETINGS

  1. Designation of special delegate or delegates to formalize and, if applicable, comply with the resolutions adopted in the Meeting.

The Holders of the Certificates who wish to attend the Meeting must submit no later than the business day prior to the date of the Meeting: (i) the certificate of deposit issued by S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., (ii) the list issued for this purpose by the corresponding custodian,  if applicable, and (iii) if applicable, the power of attorney signed in the presence of two witnesses to be represented at the Meeting or, where applicable, the general or special mandate sufficient, granted under the terms of the applicable legislation, at the offices of the Common Representative located at av. Paseo de la Reforma No. 284, Floor 9, Col. Juárez, Cuauhtémoc, C.P. 06600, Mexico City for the attention of Claudia Alicia García Ramírez, Karla Estrada Jimenez and/or Ricardo Ramírez Gutiérrez, from 10:00 a.m. to 3:00 p.m. and from 4:30 p.m. to 5:30 p.m., Monday through Friday,  from the date of publication of this call. Likewise, Holders are invited to contact the Common Representative, either via email (claudiagarcia@monex.com.mx) or by telephone (+52-55) 5231-0134 in case there are any questions related to the scope of the matters that make up the Agenda of the Holders Meeting.

 

Miranda Newswire: Full Press Release – Download PDF

 

Investor Relations Contact Details

Francisco Martínez
Investor Relations Officer
Tel: +52 (55) 5279-8107
E-mail: francisco.martinez@terrafina.mx

Marimar Torreblanca
Miranda IR
Tel: +52 (55) 5282-2992
E-mail: marimar.torreblanca@miranda-partners.com

About TERRAFINA

Terrafina (BMV:TERRA13) is a Mexican real estate investment trust formed primarily to acquire, develop, lease and manage industrial real estate properties in Mexico. Terrafina’s portfolio consists of attractive, strategically located warehouses and other light manufacturing properties throughout the Central, Bajío and Northern regions of Mexico. It is internally managed by highly qualified industry specialists and externally advised by PGIM Real Estate.
Terrafina owns 291 real estate properties, including 287 developed industrial facilities with a collective GLA of approximately 42.8 million square feet and four land reserve parcels, designed to preserve the organic growth capability of the portfolio. Terrafina’s objective is to provide attractive risk-adjusted returns for the holders of its certificates through stable distributions and capital appreciations. Terrafina aims to achieve this objective through a successful performance of its industrial real estate and complementary properties, strategic acquisitions, access to a high level of institutional support, and an effective management and corporate governance structure. For more information, please visit www.terrafina.mx/en/
 
About PGIM Real Estate
With $210 billion in gross assets under management and administration1, PGIM Real Estate provides investors and borrowers access to a range of real estate equity, real estate debt, agriculture, and impact solutions across the risk-return spectrum.
PGIM Real Estate is a business of PGIM, the global asset management business of Prudential Financial, Inc. (NYSE: PRU). PGIM Real Estate’s risk management approach, execution capabilities and industry insights are backed by a 50-year legacy of investing in commercial real estate, a 140-year history of real estate financing2, and the local experience of professionals in 35 cities globally. Through its investment, financing, asset management, and talent management approach, PGIM Real Estate engages in practices that strive to ignite positive environmental and social impact, while pursuing activities that seek to strengthen communities around the world. For more information visit visit pgimrealestate.com.
1 As of December 31, 2023; AUA is $49 billion.
2 Includes legacy lending through PGIM’s parent company, PFI.
 
About PGIM
PGIM is the global asset management business of Prudential Financial, Inc. (NYSE: PRU), a leading global investment manager with more than $1.4 trillion in assets under management as of December 31, 2023. With offices in 46 countries, PGIM’s businesses offer a range of investment solutions for retail and institutional investors around the world across a broad range of asset classes, including public fixed income, private fixed income, fundamental equity, quantitative equity, real estate, and alternatives. For more information about PGIM, visit pgim.com.
Prudential Financial, Inc. (PFI) of the United States is not affiliated in any manner with Prudential plc, incorporated in the United Kingdom or with Prudential Assurance Company, a subsidiary of M&G plc, incorporated in the United Kingdom. For more information, please visit news.prudential.com
 
Forward Looking Statements
This document may include forward-looking statements that may imply risks and uncertainties. Terms such as “estimate”, “project”, “plan”, “believe”, “expect”, “anticipate”, “intend”, and other similar expressions could be construed as previsions or estimates. Terrafina warns readers that declarations and estimates mentioned in this document or realized by Terrafina’s management imply risks and uncertainties that could change in function of various factors that are out of Terrafina’s control. Future expectations reflect Terrafina’s judgment at the date of this document. Terrafina reserves the right or obligation to update the information contained in this document or derived from this document. Past or present performance does not guarantee future performance.

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