Mexico City, April 19th, 2024
Fibra Uno (BMV: FUNO11) (“FUNO” or “Fideicomiso Fibra Uno”), the leading and largest real estate investment trust in Mexico and Latin America, informs that in connection to the expression of interest delivered to CIBanco, S.A., Institución de Banca Múltiple, as trustee of the trust F/00939 (“Terrafina”), to consolidate our industrial assets, with the Jupiter Portfolio (property of our founding partners), and the assets of Terrafina; the latter called its shareholders today to hold and assembly in which our proposal will be presented.
The proposed transaction consists of carrying out various operations with the objective of consolidating the industrial assets of FUNO with those of Terrafina and the assets of the Jupiter Portfolio in one act or in a succession of acts over time, in any manner permitted by applicable legislation and that is viable and efficient in the opinion of the parties, the FUNO Technical Committee and/or representatives or special delegates authorized for such purposes. For clarity purposes, we offer a co-investment of the assets that comprises the FUNO Industrial Portfolio, the Jupiter Portfolio, and the Terrafina Portfolio through their contribution of assets to one or more vehicles and/or trusts established for this purpose. The preceding is so that the vehicles and/or trusts that are held for this purpose can consolidate the assets that are the owners of approximately 490 (four hundred and ninety) properties, and said vehicles and/or trusts are controlled by FUNO through Terrafina ( considering that acquiring control of Terrafina would imply, among other things, consolidating its information for accounting purposes and in turn, FUNO can control (directly or indirectly) and consolidate the vehicles and/or trusts that are entered into for this purpose).
To carry out the Transaction, it is proposed to value the Portfolios and their Assets by applying an equal or equivalent cap rate to the annualized Net Operating Income (NOI) that each portfolio generates and an equal cap rate for each one. However, in order to obtain a favorable result, it is proposed that said methodology consider different components, improvements, and/or changes that are deemed necessary and/or convenient by the representatives or special delegates of FUNO and Terrafina, and that the possibility that one or some of the properties are not part of the Transaction, as necessary or convenient in the opinion of the parties.
Additionally, said consolidated portfolio would have a land reserve of approximately 5.4 million square meters exclusive to the combined vehicle and available with the potential to develop profitable industrial surfaces, a pipeline to acquire assets with an industrial vocation or use that would favor the growth potential of the vehicles, and/or trusts that consolidate assets.
The indicative proposal, which contains various considerations related to the proposed Terrafina transaction, is incorporated by reference as an annex to this release for the consideration of its holders.
While not yet consummated or binding, the proposed transaction has been meticulously planned and is subject to careful consideration. It may be modified based on agreements with Terrafina, its investors, and the owners of the Jupiter Portfolio. As is common in this type of transaction, it is subject to corporate, government, or third-party authorizations, among others, as applicable.
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