FIBRA Macquarie México (FIBRA Macquarie or the Trust) (BMV:
FIBRAMQ) announced today by means of the publication of a call
notice (the “Call Notice”) that it will convene an ordinary
holders’ meeting (the “Meeting”) of holders of the real estate
trust certificates identified with ticker “FIBRAMQ 12”
(Certificados Bursátiles Fiduciarios Inmobiliarios or CBFIs), on
June 10, 2024, at 11:00 am (Mexico City time) at the offices of the
Common Representative located at Av. Paseo de la Reforma No. 284,
Piso 9, Col. Juárez, Alcaldía Cuauhtémoc, C.P. 06600, Mexico City,
to attend the matters set forth in the agenda (the “Agenda”).
As announced on April 22, 2024, FIBRA Macquarie submitted an
indicative non-binding proposal in respect of a tender offer to
acquire up to 100% of the real estate trust certificates ("CBFIs")
of Terrafina. The aforementioned announcement followed an
authorization from the Technical Committee of Terrafina for FIBRA
Macquarie to acquire more than 10% of the outstanding CBFIs of
Terrafina.
The proposed transaction represents a strategic acquisition for
FIBRA Macquarie and provides both sets of investors the opportunity
to crystalize a true merger of equals and form the largest
institutional FIBRA (Real Estate Investment Trust) in Mexico. Some
of the compelling reasons for a combination of FIBRA Macquarie and
Terrafina are the following:
- Ability to achieve relevant scale in the Mexican industrial
real estate sector;
- Enhanced CBFI trading liquidity;
- Complementary portfolios that would create a more compelling
footprint, allowing the combined entity to serve additional demand
coming from the favorable tailwinds including nearshoring;
- Ability to leverage FIBRA Macquarie’s scalable, vertically
integrated property administration platform, which provides
services internally and at cost in functions such as property
management, leasing, construction, development, sustainability,
health and safety, accounting, finance, legal, and information
technologies; an
- Potential to realize synergies through the combination of
portfolios, scale, and a reduction in overlapping listed entity
administration compliance costs.
Meeting Agenda:
I. Proposal, discussion and, if applicable,
approval to carry out the combination of the portfolios of FIBRA
Macquarie with the portfolios of the trust identified with the
number F/00939 known as “FIBRA Terrafina”, whose trustee is
CIBanco, S.A., Institución de Banca Múltiple (the “Combination of
Portfolios”), and all acts necessary or advisable in connection
with or arising from the Combination of Portfolios, including,
without limitation, the launching of one or more voluntary tender
and exchange offers for up to 100% of Terrafina´s real estate trust
certificates (certificados bursátiles fiduciarios inmobiliarios)
(the “Offers”); the payment of the consideration for such
Combination of Portfolios by FIBRA Macquarie; through real estate
trust certificates issued by FIBRA Macquarie; to delegate to the
Manager the authority to determine the terms and conditions of each
such Offers, including, without limitation, the exchange ratio
applicable thereto; and to authorize the Manager to carry out all
acts that may be deemed necessary or convenient to consummate the
Offers, including, without limitation, to carry out the
preparation, negotiation and execution of all contracts,
agreements, certifications and other documents that may be deemed
necessary or convenient for the implementation and consummation of
the Offers, as well as the preparation, presentation and filing of
all applications, authorizations, notifications and permits, if
any, required to carry out the Offers before any governmental
authority or autonomous body, including, without limitation, before
the Mexican Banking and Securities Commission (Comisión Nacional
Bancaria y de Valores), the Mexican Stock Exchange (Bolsa Mexicana
de Valores, S.A.B. de C.V.), the Mexican Economic Competition
Commission (Comisión Federal de Competencia Económica), the S.D.
INDEVAL, Institución para el Depósito de Valores, S.A. de C.V., and
other authorities or entities and participants in the securities
market whose involvement is necessary. Actions and resolutions in
such regard.
II. Proposal, discussion and, if applicable,
approval of an additional issuance of up to 1,200,000,000 Trust
Certificates (CBFIs), in accordance with Section 3.2 and other
applicable provisions of the Trust Agreement and, in due course, in
accordance with applicable law, the corresponding update of the
registry in the National Securities Registry (Registro Nacional de
Valores) of the Mexican Banking and Securities Commission, to be
allocated in the Offer; and delegate the Manager the authority to
decide the terms and conditions of such additional issuance for
such purposes. Actions and resolutions in such regard.
III. Designation of delegates that, as
needed, formalize and give effect to the resolutions adopted at the
Meeting with respect to the aforementioned points.
A copy of the presentation to be provided to the Meeting will be
published in the upcoming days. The Call Notice and materials to be
presented at the Meeting will be available in FIBRA Macquarie’s
website at www.fibramacquarie.com
Attendance and Voting Instructions
Holders who wish to attend the Meeting must deliver no later
than on the business day immediately preceding to the date of the
Meeting: (i) the depositary certificate issued by the S.D. Indeval
Institución para el Depósito de Valores, S.A. de C.V., (ii) the
Holders’ list issued by the relevant financial intermediary, as the
case may be, and (iii) if applicable, the proxy letter executed
before two witnesses to be represented at the Meeting or, as the
case may be, the sufficient general or special mandate, granted in
terms of the applicable law, at the offices of the Common
Representative, located at. Av. Paseo de la Reforma No. 284, Piso
9, Col. Juárez, Cuauhtémoc, C.P. 06600, Mexico City, to the
attention of Mrs. Claudia Alicia García Ramírez and/or Mrs. Karla
Estrada Jiménez from 11:00 to 15:00 and from 16:30 to 17:30 (Mexico
City time), from Monday to Friday, as of the date on which this
summon of this call has been published.
Likewise, the Holders are welcome to contact the Common
Representative, whether via email (claudiagarcia@monex.com.mx) or
telephone (+52 (55) 5231 0134 in case they have any queries related
to the scope of the matters that comprise the Agenda of the
Meeting.
CBFI holders must contact their custodian to make the necessary
arrangements. Please refer to FIBRA Macquarie’s website at
www.fibramacquarie.com for further information.
About FIBRA Macquarie
FIBRA Macquarie México (FIBRA Macquarie) (BMV:FIBRAMQ), is a
real estate investment trust (fideicomiso de inversión en bienes
raíces), or FIBRA, listed on the Mexican Stock Exchange (Bolsa
Mexicana de Valores) targeting industrial, retail and office real
estate opportunities in Mexico, with a primary focus on stabilized
income-producing properties. FIBRA Macquarie’s portfolio consists
of 239 industrial properties and 17 retail properties, located in
20 cities across 16 Mexican states as of March 31, 2024. Nine of
the retail properties are held through a 50/50 joint venture. For
additional information about FIBRA Macquarie, please visit
www.fibramacquarie.com.
Cautionary Note Regarding Forward-looking Statements
This release may contain forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties. We caution you that a number of important factors
could cause actual results to differ significantly from these
forward-looking statements and we undertake no obligation to update
any forward-looking statements.
Other than Macquarie Bank Limited ABN 46 008 583 542 (“Macquarie
Bank”), any Macquarie Group entity noted in this document is not an
authorized deposit-taking institution for the purposes of the
Banking Act 1959 (Commonwealth of Australia). The obligations of
these other Macquarie Group entities do not represent deposits or
liabilities of Macquarie Bank. Macquarie Bank does not guarantee or
otherwise provide assurance in respect to the obligations of these
other Macquarie Group entities. In addition, if this document
relates to an investment (a) the investor is subject to investment
risk including possible delays in repayment and loss of income and
principal invested, and (b) none of Macquarie Bank or any other
Macquarie Group entity guarantees any particular rate of return on
or the performance of the investment, nor do they guarantee
repayment of capital in respect to the investment.
Important Notice
No offering or any related document has been or will be filed
with or reviewed by any federal or state securities commission or
regulatory authority of any country, other than Mexico. No
authority has passed upon the accuracy or adequacy of the offering
or any related documents, and it is unlawful and may be a criminal
offense to make any representation to the contrary. Any FIBRA
Macquarie tender and exchange offer will be made in reliance on
exemptions from the registration requirements of the United States
Securities Act of 1933, as amended (the “Securities Act”).
Any FIBRA Macquarie tender and exchange offer will be made, and
the FIBRAMQ CBFIs will be offered and issued, only (a) in the
United States to holders of Terrafina CBFIs who are “qualified
institutional buyers” (as defined in Rule 144A under the Securities
Act) in reliance upon the exemption from the registration
requirements of the Securities Act, and (b) outside the United
States to holders of Terrafina CBFIs who are persons other than
“U.S. persons” (as defined in Rule 902 under the Securities Act) in
reliance upon Regulation S under the Securities Act.
This release does not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
The FIBRAMQ CBFIs will not be registered under the Securities Act
or the securities laws of any state and may not be offered or sold
in the United States absent registration or an exemption from the
registration requirements of the Securities Act and applicable
state securities laws.
The FIBRAMQ CBFIs are not intended to be offered, sold or
otherwise made available to, and should not be offered, sold or
otherwise made available to, any persons in member states of the
European Economic Area except (i) to persons who are qualified
investors for the purposes of Regulation (EU) 2017/1129, as amended
(the “EU Prospectus Regulation”), or (ii) in any other
circumstances falling within Article 1(4) of the EU Prospectus
Regulation; provided that, no such offer of securities shall
require FIBRAMQ to publish a prospectus pursuant to Article 3 of
the EU Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the EU Prospectus Regulation.
The FIBRAMQ CBFIs are not intended to be offered, sold or
otherwise made available to, and should not be offered, sold or
otherwise made available to, any persons in the United Kingdom (the
“UK”) except (i) to persons who are qualified investors for the
purposes of the Regulation (EU) 2017/1129 of the European
Parliament and of the Council of June 14, 2017 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 (the “UK Prospectus Regulation”) or (ii) in any other
circumstances falling within Article 1(4) of the UK Prospectus
Regulation; provided that, no such offer of securities shall
require FIBRAMQ to publish a prospectus pursuant to Section 85 of
the Financial Services and Markets Act 2000 or supplement a
prospectus pursuant to Article 23 of the UK Prospectus
Regulation.
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Investor relations:
Nikki Sacks Tel: +52 (55) 9178 7751 Tel: +1 203 682 8263 Email:
nikki.sacks@icrinc.com
For press inquiries:
FleishmanHillard México Arturo García Arellano Tel: +52 55 8664
0910 Email: arturo.garcia@fleishman.com