MEXICO CITY--(BUSINESS WIRE)--Terrafina (”TERRA”) (BMV: TERRA13), a leading Mexican industrial real estate investment trust (“FIBRA”), externally advised by PGIM Real Estate and dedicated to the acquisition, ownership, development, lease and management of industrial real estate properties in Mexico, announced the following:
Pursuant to articles 64 Bis 1 and 68 of the Securities Market Law and article 218 of the General Law of Negotiable Instruments and Credit Transactions, and in accordance with Clause 4.1 of the Irrevocable Trust Agreement identified with number F/00939 dated January 29, 2013 (as the same has been and is amended, the “Trust”), as well as the global certificate (the “Global Certificate”) that evidences the issuance of non-amortizable trust certificates known as CBFIs with ticker number "TERRA 13" (the "Certificates") issued by CIBanco, S.A., Institución de Banca Múltiple (formerly known as The Bank of the New York Mellon, S.A., Institución de Banca Múltiple), as trustee of the Trust (the “Trustee”), where PLA Administradora Industrial, S. de R.L. de C.V., as advisor and settlor, TF Administradora, S. de R.L. de C.V., as subsidiary (the “Subsidiary”) and Monex Casa de Bolsa S.A. de C.V., Monex Grupo Financiero as common representative (the “Common Representative”) of the holders of the Certificates (the “Holders”), such Holders are called to attend the Annual Ordinary Holders’ Meeting (the “Ordinary Meeting”) and the Extraordinary Holders’ Meeting (the “Extraordinary Meeting” and, together with the Ordinary Meeting, the “Holders’ Meeting”), to be held on April 11, 2018 at 11:00 A.M. in the Common Representative’s offices located at Av. Paseo de la Reforma No. 284, Floor 9, Col. Juarez, C.P. 06600, Mexico City, Mexico, to discuss the following matters presented in the following agenda, provided that, capitalized terms used and not otherwise defined herein shall have the meaning assigned to such terms in the Trust:
|I.||Proposal, discussion and, if applicable, approval of the audited annual financial statements of the Trust for the fiscal year ended 2017, pursuant to the provisions set forth in Clause 4.3, section (a), subsection (i) of the Trust.|
|II.||Proposal, discussion and, if applicable, approval of the Annual Report as of December 31, 2017, pursuant to the provisions set forth in Clause 4.3, section (a), subsection (ii) of the Trust.|
|III.||Appointment, ratification and/or removal of members of the Technical Committee, pursuant to the provisions set forth in Clause 4.3, section (a), subsection (iii) of the Trust.|
|IV.||Proposal, discussion and, if applicable, approval of one or more Additional Issuances of up to 230,000,000 CBFIs in accordance to the provisions set forth in Clause 3.2 and 3.4, section (h) of the Trust, which may be used to carry out acquisitions, to be offered and/or placed publicly or privately in Mexico and/or in a global offering, and for the fulfillment of the Purposes of the Trust, as instructed by the Subsidiary.|
|V.||Proposal, discussion and, if applicable, approval to instruct the Common Representative and/or the Trustee, as the case may be, to execute the necessary and/or convenient acts in order to comply with the resolutions adopted in item IV, above, including without limitation, the obtainment of the authorizations from the corresponding authorities and, in general, the execution of all the documents, procedures, publications and press releases related with the foregoing.|
|VI.||Report by the President of the Technical Committee of the approved changes to the CBFIs repurchase program derived from changes to the applicable law.|
|VII.||Proposal, discussion and, if applicable, approval to update the consideration payable to the Independent Members of the Technical Committee, the Audit Committee, the Practices Committee, the Nominations Committee, and the Indebtedness Committee, in accordance to inflation increases, as such increases are reflected in the National Consumer Price Index (“Ínidice Nacional de Precios al Consumidor”), effective as of 2018.|
ORDINARY AND EXTRAORDINARY HOLDERS´MEETING
|VIII.||Appointment of the delegate or delegates to comply with the resolutions adopted in the Holders’ Meetings.|
Holders of the Certificates who wish to attend the Meeting must deliver, no later than the business day prior to the Meeting: (i) proof of deposit issued by S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., (ii) the list issued to that effect by the corresponding custodian, and (iii) if applicable, the proxy letter executed before two witnesses required in order to be represented at the Meeting, or a general or special power of attorney granted in terms of the applicable law, at the offices of the Common Representative, and addressed to Mr. César David Hernandez Sanchez, Ms. Rebeca Rojas Esparza, and/or Mr. Hector Esau Tapia Rivera between the hours of 9:00am and 3:00pm, and between the hours of 4:30pm and 5:30pm, Monday through Friday, as of the publication date of this announcement. Furthermore, the Holders are hereby invited to contact the Common Representative, via e-mail (firstname.lastname@example.org), or by telephone (+52-55) 5231-0141, in the event that they have any questions related to any of the items of the Meeting Agenda.
Mexico City, March 28, 2018
CIBanco, S.A., Institución de Banca Múltiple,
in its capacity as trustee of the Trust F/00939
Gerardo Ibarrola Samaniego
Cristina Reus Medina
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 296 real estate properties, including 284 developed industrial facilities with a collective GLA of approximately 40.6 million square feet and 12 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 to its management and corporate governance structure. For more information, please visit www.terrafina.mx
PGIM Real Estate
PGIM Real Estate is the real estate investment business of PGIM Inc., the global investment management business of Prudential Financial, Inc. (NYSE: PRU). Redefining the real estate investing landscape since 1970, PGIM Real Estate has professionals in 18 cities in the Americas, Europe and Asia Pacific with deep local knowledge and expertise, and gross assets under management of US$69.6 billion (US$49.9 billion net) as of December 31, 2017. PGIM Real Estate’s tenured team offers to its global client base a broad range of real estate equity, debt, and securities investment strategies that span the risk/return spectrum. For more information, visit www.pgimrealestate.com
About Prudential Financial, Inc.
Prudential Financial, Inc. (NYSE:PRU), a financial services leader with more than US$1 trillion of assets under management as of December 31, 2017, has operations in the United States, Asia, Europe, and Latin America. Prudential’s diverse and talented employees are committed to helping individual and institutional customers grow and protect their wealth through a variety of products and services, including life insurance, annuities, retirement-related services, mutual funds and investment management. In the U.S., Prudential’s iconic Rock symbol has stood for strength, stability, expertise and innovation for more than a century. For more information, please visit www.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 is not an indicator to anticipate future performance.