Frequently asked questions
These are some of the frequently asked questions about Terrafina, FIBRAs and other related terms. If you want more detailed information please contact our team.
“FIBRA” is an investment vehicle dedicated to the acquisition and development of real estate
in Mexico. A FIBRA is a similar vehicle to a real estate investment trust (“REIT”) in the
United States. According to Mexican laws, a FIBRA must be established as a trust pursuant to
a trust agreement.
The introduction of FIBRAs as investment vehicles in Mexico in 2004 and the establishment of a Tax Regime applicable to FIBRAs represents a new type of Mexican security available to institutional and retail investors. The legal structure of a FIBRA is a result of reforms introduced during several years to (i) various provisions of the Mexican tax laws and regulations, (ii) regulations applicable to securities trading in Mexico, (iii) the investment regime of the Mexican pension fund administrators (Administradoras de Fondos para el Retiro) (“AFORES”) permitting the investment in FIBRAs by Mexican pension funds (Sociedades de Inversión Especializada en Fondos para el Retiro) (“SIEFORES”) and (iv) annual tax regulations issued by the Ministry of Finance (misceláneas fiscales).
At least 70% of Trust´s capital must be invested on (i) properties intended to be leased,
(ii) the right to receive income from the lease of such properties, or (iii) loans for the
construction or acquisition of properties intended to be leased and secured by a mortgage.
The acquired or developed properties by the FIBRA must be leased or available to be leased and not to be sold in a period of 4 years after the end of the development or the acquisition of such property, in order to keep the tax benefits of the FIBRA.
Our CBFIs are traded and quoted in the Mexican Stock Exchange (“BMV”) and listed under
Section VII of the register maintained by such Exchange related to FIBRAs. The trading of
our CBFIs will be effected using the bidding mechanisms of the Mexican Stock Exchange, and
will be eligible for having a designated market maker.
As a FIBRA, our CBFIs will be subject to certain rules which will have to be satisfied in order to maintain the register of our CBFIs in the Mexican Stock Exchange (BMV); all of which we intend to comply with during the term of the FIBRA. Such rules include, among others, the following:
At least 15% of the aggregate number of listed CBFIs must be held by the general investment public after listing of CBFIs. Furthermore, the maintenance of the listing requires that at least 12% of the aggregate number of listed CBFIs are held by the general investment public.
The CBFIs must be initially placed among at least 200 investors that are unrelated amongst themselves and unrelated to the contributors of the CPO Trusts of the FIBRA.
Subject to certain formalities required under Mexican law, including obtaining any necessary governmental authorizations, we have authority to offer new CBFIs in exchange for properties and to repurchase or otherwise acquire our CBFIs in the open market or otherwise, and we may engage in such activities in the future. Except in connection with our formation transactions, we have not issued CBFIs or any other securities in exchange for properties or any other purpose, and our Board of directors has no present intention to recommend any repurchase of CBFIs. Our Trust Agreement does not contemplate the issuance of preferred CBFIs. See the “Description of Our CBFIs and Certain Provisions of Our Trust Agreement and Mexican Law.” section in our initial investment Prospectus.
Calls for meeting of the holders of our CBFIs will be published at least once in a newspaper of major national distribution and Emisnet, and then delivered to the Trustee and our Management Subsidiary at least ten calendar days prior to the date of the meeting. The call will include the items to be discussed at the meeting. In order to attend a meeting, the holders shall deliver the deposit certificates (constancias de depósito) issued by Indeval and the list of holders issued for such purposes by the corresponding brokerage house to the Common Representative at the location indicated by the Common Representative no later than the business day prior to the meeting. The holders may be represented at the meeting by a representative, authorized by a proxy letter signed by two witnesses.
“Advisory Fee” means the annual fee that the Trust will pay to its External Advisor every quarter, with an equivalent calculation basis to each period; calculated as (a) the amount that results from multiplying (i) 0.5% times (ii) the Gross Asset Cost, plus (b) the applicable value added tax, with the understanding that in case that the External Advisor provides services for less than a complete period, the “Advisory Fee” will be prorated on the number of days of such period.