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.
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