FIBRA Prologis Announces an Ordinary Certificate Holders Meeting
MEXICO CITY, March 21, 2024 /PRNewswire/ -- FIBRA Prologis (BMV: FIBRAPL 14), a leading owner and operator of Class-A industrial real estate in Mexico, today announced it will host an ordinary certificate holders meeting on April 9, 2024, at 12:00 p.m. CT.
The meeting agenda includes the following items:
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I. |
Proposal, discussion and, if applicable, approval of the Trust's audited annual financial statements, corresponding to the fiscal year 2023, in accordance with Clause 4.3, subsection (a), numeral (i) and other applicable provisions of the Trust Agreement. Actions and resolutions in this regard. |
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II. |
Proposal, discussion and, if applicable, approval of the Annual Report as of December 31, 2023, in accordance with Clause 4.3, subsection (a), numerals (i), (ii) and other applicable provisions of the Trust Agreement. Actions and resolutions in this regard. |
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III. |
Proposal, discussion and, where appropriate, ratification, designation and/or removal of each of the Independent Members of the Technical Committee, as well as, where appropriate, qualification or confirmation of their independence in accordance with Clause 4.3, subsection (a), numeral (iii) and Clause 5.2, subsection (b), (ii) of the Trust Agreement. Actions and resolutions in this regard. |
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IV. |
Proposal, discussion and, where appropriate, ratification of the remuneration of the Independent Members of the Technical Committee, in accordance with Clause 5.3 of the Trust Agreement. Actions and resolutions in this regard. |
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V. |
Proposal, discussion and, where applicable, approval to (i) carry out one or more tender offers and reciprocal subscription for up to 100% of the real estate trust certificates of Terrafina (Ticker Symbol: TERRA 13, "Terrafina") in exchange for Certificates issued by the Trust (the "Tender Offer")"), for the Trust acquiring up to 100% of Terrafina's real estate trust certificates (such offerings, the "Offerings"); (ii) delegate to the Manager the authority to determine the terms and conditions of each such Offerings, including, without limitation, the exchange factor applicable thereto; (iii) authorize the Manager to carry out all acts 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 are necessary or convenient for the execution and consummation of the Offers, as well as the preparation, submission and processing of all applications, authorizations, notifications and permits that are required to carry out the Offerings before any governmental authority or autonomous body, including without limitation, before the National Banking and Securities Commission, the Bolsa Mexicana de Valores, S.A.B. de C.V. ("BMV"), the Anti-Trust Commission, 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; and (iv) at the appropriate time, in a holders meeting of Terrafina, exercise the vote corresponding to Terrafina´s real estate trust certificates that the Trust acquires as a result of the Offer(s) to request the cancellation of the registration of the real estate trust certificates issued by Terrafina in the National Securities Registry and the listing of such securities in the BMV. Actions and resolutions in this regard. |
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VI. |
Proposal, discussion and, if applicable, approval to (i) carry out an Additional Issuance of Certificates pursuant to Clause 3.2 of the Trust Agreement to be used in the Offerings, (ii) use the Certificates currently registered in the National Securities Registry under the shelf-program authorized by the National Banking and Securities Commission through official communication number 153/11724/2019, dated May 24, 2019 (as the same has been updated from time to time, the "Program"), to carry out an Additional Issuance of Certificates pursuant to Clause 3.2 of the Trust Agreement to be used in the Offerings, and (iii) delegate to the Manager the authority to decide the terms and conditions of such Additional Issuance for such purposes. Actions and resolutions in this regard. |
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VII. |
Designation of delegates who, where appropriate, formalize and comply with the resolutions adopted at the Assembly. |
Holders that intend to attend the Holders Meeting shall submit to the offices of the Common Representative at Av. Paseo de la Reforma No. 284 piso 9, Col. Juárez, C.P. 06600, Mexico City, Mexico, to the attention of Claudia Alicia García Ramírez, Karla Estrada Jiménez and/or María Fernanda Gutiérrez Casas, from 10:00 a.m. to 3:00 p.m. and from 4:30 p.m. to 5:30 p.m. hours, from Monday to Friday, from the date of publication of this Meeting: (i) the deposit certificate issued by S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., (ii) if applicable, the list that for such purposes is issued by the corresponding custodian, and (iii) if applicable, the proxy letter duly signed before two witnesses, or the power of attorney for representation at the Holders Meeting granted under applicable law. The Holders are free to contact the Common Representative, either via (claudiagarcia@monex.com.mx) or by telephone (+(5255) 5231-0134), with any questions related to the scope of the agenda.
For more information, please visit the Investor Relations section of the FIBRA Prologis website at www.fibraprologis.com.
ABOUT FIBRA PROLOGIS
FIBRA Prologis is a leading owner and operator of Class-A industrial real estate in Mexico. As of December 31, 2023, FIBRA Prologis was comprised of 235 logistics and manufacturing facilities in six industrial markets in Mexico totaling 46.9 million square feet (4.4 million square meters) of gross leasable area.
FORWARD-LOOKING STATEMENTS
The statements in this release that are not historical facts are forward-looking statements. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which FIBRA Prologis operates, management's beliefs and assumptions made by management. Such statements involve uncertainties that could significantly impact FIBRA Prologis financial results. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to rent and occupancy growth, acquisition activity, development activity, disposition activity, general conditions in the geographic areas where we operate, our debt and financial position, are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic climates, (ii) changes in financial markets, interest rates and foreign currency exchange rates, (iii) increased or unanticipated competition for our properties, (iv) risks associated with acquisitions, dispositions and development of properties, (v) maintenance of real estate investment trust ("FIBRA") status and tax structuring, (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings, (vii) risks related to our investments (viii) environmental uncertainties, including risks of natural disasters, (ix) risks related to the coronavirus pandemic, and (x) those additional factors discussed in reports filed with the "Comisión Nacional Bancaria y de Valores" and the Mexican Stock Exchange by FIBRA Prologis under the heading "Risk Factors." FIBRA Prologis undertakes no duty to update any forward-looking statements appearing in this release.
Non-Solicitation - Any securities discussed herein or in the accompanying presentations, if any, have not been registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and any applicable state securities laws. Any such announcement does not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein or in the presentations, if and as applicable.
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SOURCE FIBRA Prologis
Released March 21, 2024