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

Mexico City, April 19th, 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), in accordance with Clause 4.1 of the Irrevocable Management Trust Agreement number F/00939 dated January 29, 2013 (as amended from time to time, the “Trust Agreement” and the trust created thereby, the ”Trust”) 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 the Trust’s trustee, 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 Certificates’ holders (the “Holders”), such Holders are called to participate in the Ordinary Holders’ Meeting that will be held on April 30, 2024, at 16:30 (the “Holders’ Meeting”) in the Common Representative’s offices located at Av. Paseo de la Reforma No. 284, Floor 9, Col. Juárez, Cuauhtémoc, P.C. 06600, Mexico City. The items presented in the following agenda will be discussed, with the understanding 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

  • Presentation of the general status of (A) the possible internalization of the advisory activities currently performed by the Advisor, PLA Administradora Industrial, S. de R.L. de C.V.; and (B) the unsolicited expressions of interest made by (i) potential bidders for the acquisition of up to 100% of the outstanding Certificates through a tender offer; and (ii) Fibra Uno to consolidate certain industrial assets in a subsidiary vehicle of Fibra Uno and the Trust.
  • Presentation for informational purposes regarding the recommendation of the Technical Committee regarding the possible internalization of the advisory activities currently performed by the Advisor, PLA Administradora Industrial, S. de R.L. de C.V., and the consequent termination of the respective Advisory Agreement.
  • Presentation for informational purposes regarding the information and materials received by the Subsidiary in connection with the offers of possible bidders for the acquisition of up to 100% of the outstanding Certificates by means of a public tender offer.
  • Presentation for informational purposes regarding the information and materials received by the Subsidiary in connection with Fibra Uno’s expression of interest to consolidate certain assets of industrial vocation in a subsidiary vehicle of Fibra Uno and the Trust.
  • Appointment of the delegate or delegates to formalize, and if applicable, comply with the resolutions adopted in the Holders’ Meeting.

 

Holders that intend to participate in the Holders’ Meeting shall submit the following documents no later than the business day prior to the date of such Meetings: (i) their deposit certificate issued by S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., (ii) the list that for such purposes is issued by the corresponding custodian, if applicable, and (iii) the proxy letter duly signed before two witnesses or, if applicable, the power of attorney for the representation at the Holders’ Meetings granted under the terms of the applicable law. This must be done at the the Common Representative’s offices located in Av. Paseo de la Reforma No. 284, Floor 9, Col. Juárez, Cuauhtémoc, P.C. 06600, Mexico City, addressed to Lic. Claudia Alicia García Ramírez and/or Lic. Karla Estrada Jiménez, from 10:00 to 15:00 and 16:30 to 17:30 hours, from Monday to Friday, as from the date of the publication of this call. Likewise, Holders are welcome to contact the Common Representative, either by e-mail (claudiagarcia@monex.com.mx) or by telephone (+52-55) 5231-0141 in case they have any questions related to the scope of the matters included in the Holders’ Meeting Agenda.

 

Miranda Newswire: Full Press Release – Download PDF

 

Investor Relations Contact Details

Francisco Martinez
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-newswire.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, Bajio 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 financing,2 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 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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