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Accounting and Tax Advisor
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Means Mancera, S.C., a member of Ernst & Young Global or any other firm appointed
by the Technical Committee, to be hired by the Trustee,
at the expense of the Trust Estate, to fulfill the tax and accounting obligations
derived from the Trust, who shall be an internationally
recognized certified accounting firm with offices in Mexico.
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Actinver Casa de Bolsa
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Means Actinver Casa de Bolsa, S.A. de C.V., Grupo Financiero Actinver.
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Additional CBFIs
|
Means the additional CBFIs referred to in the
“Distribution Plan” described in the IPO memorandum.
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Advisor and Administrator
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Means Fibra HD Servicios, S.C., or the company that replaces it
from time to time in accordance with the provisions of the
Trust and whose corporate purpose is to provide the Trust
with the Administration, Representation, and Planning Services,
and that complies with the requirements
described in Clause Twelfth of the Trust.
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Advisory and Administration Agreement
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Means the service agreement to be signed between the Advisor and
Administrator and the Trustee, through which the Advisory,
Administration, Representation and Planning Services will be rendered.
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Advisory, Management, Representation, and Planning services
|
Means the Advisory, Management, Representation,
and Planning Services to be
rendered by the Advisor and Administrator to the Trust, in
accordance with the Advisory and Management Agreement.
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Allowed Investments
|
Means the investments made against the Trust Equity in accordance
with the written directives received by the Trustee for such purposes,
which will be made under the terms of the Trust Agreements,
the Applicable Legislation, and the provisions of
Section III of Article 187 of Mexico’s Income Tax Law.
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Applicable Legislation
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Means the laws, regulations, enactments, circulars, and other
legal provisions at federal, state and/or municipal
level in force in Mexico.
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Assets
|
Means the Real Estate and/or the Leasing Rights that may be
acquired or contributed from time to time to the Trust Estate.
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Audit Committee
|
Means the governance body referred to in Clause Eleventh,
section 11.04, of the Trust.
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Base Offering
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As defined in Section 2.3 of the Distribution Plan
established in the corresponding Offering Memorandum.
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BMV
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Means the Mexican Stock Exchange.
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Cash Distribution
|
Means the Distribution plus any other amount that the Technical Committee
determines must be paid to the Holders in accordance with the terms of the Trust.
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Cash Distribution Date
|
Means the date on which the Cash Distributions are made, if any,
to the Holders in accordance with the provisions of the Trust.
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Circular 1/2005
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Means Circular 1/2005, issued by Mexico’s central bank, which sets forth the
rules to which Credit Institutions, Brokerage Firms, Insurance Institutions,
Bonding Institutions, and Limited Purpose Financial Companies must
adhere in trust operations, as amended from time to time.
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CNBV
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Means Mexico’s National Banking and Securities Commission.
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Colliers
|
Means Colliers Lomelín, S.A. de C.V., acting as service provider in
accordance with the Operating Management,
Marketing and Maintenance Agreement.
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Compensation Committee
|
Means the governance body referred to in Clause Eleventh,
section 11.07, of the Trust.
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Distribution
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Means the resources derived from the investments in
Assets that will be delivered to the Holders at least one
(1) time per year, no later than March 15, and that will
be at least 95% (ninety five percent) of the Trust’s
Taxable Income for the immediately preceding fiscal year;
in the understanding that in order for the Technical Committee
to agree on a Distribution amount greater than
95% (ninety five percent) of the Trust’s Taxable Income,
it will additionally require the majority vote of its Independent Members.
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DOF
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Means the Official Gazette of the Federation.
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Eligibility Requirements
|
Means those criteria established in the Trust for the purpose of enabling
the Trustee to make Investments in the Assets following the use of the
proceeds from the IPO carried out by the Trustee and in accordance with
the directives received from the Technical Committee. Such Eligibility
Requirements may be modified from time to time as deemed necessary by the
Technical Committee with the majority vote of its Independent Members,
subject to the opinion of the Practice Committee.
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EMISNET
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Means the data transmission network developed by the Mexican Stock Exchange,
through which the issuing companies transmit their outstanding developments
and financial reports to the Stock Exchange Market,
the CNBV and the general public, via the internet.
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Executive Officers
|
Means the natural persons holding the top two management levels of the
Advisor and Manager (chief executive officer and senior officers).
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External Auditor
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Means Galaz, Yamazaki, Ruiz Urquiza, S.C. member of Deloitte Touche
Tohmatsu Limited, or other external auditor engaged in accordance with
the terms of the Trust; provided that such auditor must be an internationally
recognized certified accounting firm and independent of the Advisor and
Administrator, the Trustor, the Adherend Trustors, and the Trustee.
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FIBRAS or Mexican REITs
|
Means real estate investment trusts as defined in
Articles 187 and 188 of Mexico’s Income Tax Law.
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Founding Trust
|
Means the irrevocable trust agreement entered into
by Banco Actinver, S.A., Institución de Banca Múltiple,
Grupo Financiero Actinver, División Fiduciaria, acting
solely and exclusively as trustee of trust F/1868,
as trustor and trustee, and Actinver Casa de Bolsa,
S.A. de C.V., Grupo Financiero Actinver, as trustee,
identified as F/1871, dated December 11, 2014, as the
same may be amended from time to time.
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GLA
|
Means gross leasable area.
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Government authorities
|
Means any of the following government bodies
of the federal public administration:
The Secretariat of Finance and Public Credit
(Secretaría de Hacienda y Crédito Público, or SHCP for its Spanish acronym),
the Tax Administration Service
(Servicio de Administración Tributaria, or SAT for its Spanish acronym),
the National Banking and Securities Commission
(Comisión Nacional Bancaria y de Valores, or CNBV for its Spanish acronym)
or Mexico’s central bank.
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Greenshoe Option
|
Means the issuance of additional CBFIs at the
discretion of the Issuer and the Lead Underwriter,
considering the best interest of the Holders,
in the event of over-demand.
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Holders
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Means the owners of one or more CBFIs.
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Holders' Meeting
|
Means the Holders’ Meeting as defined in the
Mexican Stock Market Law (Ley del Mercado de Valores)
and the General Law of Credit Instruments and Transactions
(Ley General de Títulos y Operaciones de Crédito, or LGTOC for its Spanish acronym).
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Independent Member
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Means any person who complies with the requirements
set forth in Articles 24, second paragraph,
and 26 of Mexico’s Stock Market Law.
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Initial Portfolio
|
Means the six assets acquired with the IPO proceeds,
consisting of three shopping centers, an
educational facility, and two industrial buildings.
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IPO
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Means the Trust’s initial public offering.
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Issuance Expenses
|
Means the expenses, royalties, fees, and any other
charges derived from or related to any offering.
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Lead Underwriter
|
Means Actinver Casa de Bolsa, S.A., Grupo Financiero Actinver,
or any other party engaged as instructed by the
Technical Committee in accordance with the Trust
in order to carry out CBFI placements.
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Lease Agreement
|
Means any lease agreement entered into by the
Trustee and the Tenants on the Trust Assets,
as well as the lease agreements entered into prior to the IPO,
between the Tenants and the original owners of the assets
comprising the Trust’s initial portfolio.
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Lease Revenue
|
Means the revenue obtained from the granting
of the use or benefit of Real Estate
through the Lease Agreements and Lease Rights.
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Leasing Rights
|
Means the rights acquired by the Trustee pursuant to the
provisions of the Trust, namely, the rights to the
collection and income derived from leases of any
Real Estate, including, without limitation,
the rights to the insurance related to such Real Estate.
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LGEEPA
|
Means Mexico’s General Law of Ecological Balance and
Environmental Protection
(Ley General del Equilibrio Ecológico y Protección al Ambiente).
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LGTOC
|
Means Mexico’s General Law of Credit Instruments and Transactions
(Ley General de Títulos y Operaciones de Crédito, or LGTOC for its Spanish acronym).
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LIC
|
Means Mexico’s Law of Credit Institutions
(Ley de Instituciones de Crédito).
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LISR
|
Means Mexico’s Income Tax Law.
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LIVA
|
Means Mexico’s Value Added Tax Law.
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Misconduct punishable by dismissal
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Means (i) a final court judgment or ruling finding
any legal entity or person liable for fraud, willful
misconduct, bad faith, or inexcusable negligence
regarding their duties; (ii) criminal conduct or willful
breach of law by any legal entity or person in
connection with the Trust or its business; (iii)
a breach of the Trust, or of contracts arising therefrom;
or (iv) bankruptcy proceedings on any legal entity or person.
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Minimum Investment Period
|
Means the four-year term referred to in Section IV of
Article 187 of Mexico’s Income Tax Law or such term
as may be defined by the Applicable Legislation.
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NOI
|
Means income after subtracting certain expenses and
shall be calculated as lease revenue plus other income,
less maintenance and general expenses, insurance,
and property taxes.
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Nominations Committee
|
Means the governance body referred to in Clause Eleventh, section 11.06, of the Trust.
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Offering
|
Means any CBFIs placement made by the Trustee from time to
time in accordance with the provisions of the Trust and under
the terms of Articles 187 and 188 of Mexico’s Income Tax Law.
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Offering Agreements
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Means the offering agreements entered into by the
Trustee and the underwriter or any other
brokers or financial institutions.
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Offering Date
|
Means the date on which the Trust issues CBFIs.
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Offering Materials
|
Means the Trust, the Title, the IPO Memorandum,
the Offering Agreement and other supplements and their respective annexes
(as each of them may be amended from time to time),
through which Fibra HD carries out CBFI placements.
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Offering or Public Offering
|
Means the sale of CBFIs to the public in order to raise capital.
This comprises a base offering plus, if applicable, a greenshoe option.
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Offering Price
|
Means the price of a CBFI at which it is made available
for purchase during the IPO or follow-on offering.
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Operational Management, Marketing, and Maintenance Agreement
|
Means the service agreement entered into between FIBRA HD Servicios, S.C.
(the Advisor and Administrator) and Colliers,
through which Colliers will provide the Advisor and
Administrator with the management, operation,
and maintenance services of the Trust Assets.
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Operations related to the establishment of the Trust
|
Means all the actions and operations related to the establishment
and consolidation of the Initial Portfolio.
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Outstanding Developments
|
As defined in Article 2 of Mexico’s Securities Market Law.
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Practice Committee
|
Means the governance body referred to in Clause Eleventh,
section 11.05, of the Trust.
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Preemptive Rights
|
Means the right of existing CBFI holders to purchase
newly issued CBFIs before they are offered to other
third parties, as determined by the corresponding
resolutions adopted by the Holders’ Meeting and
whose contributions will bring fresh capital to the Trust.
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Pro forma NOI
|
Means income after subtracting certain pro forma expenses
plus operating fees and other pro forma charges.
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Proceeds from the Issuance
|
Means proceeds raised by the Issuer resulting from each CBFIs
primary offering, in accordance with the terms and conditions
established in the respective Offering Materials, which,
without limitation and after deducting the corresponding expenses
(including without limitation those related to the respective CBFIs offering),
must be invested in the acquisition and/or development of Real
Estate intended for lease or the acquisition of right to receive
lease revenue from such Real Estate, as well as in the granting
of mortgage-backed financing of the leased Real Estate in order
to comply with the mentioned purposes. In the event of future
secondary offerings, the proceeds from such issuances will
not be included in this definition.
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PROFEPA
|
Means the Mexican federal government’s environmental protection agency
(Procuraduría Federal de Protección al Ambiente).
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Real Estate
|
Means the Real Estate to be leased and whose
ownership or leasing rights are acquired by the
Trustee or contributed to the
Trust for the fulfillment of its purposes.
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Real Estate Trust Certificates or CBFIs
|
Means the real estate trust certificates issued
by the Trustee in accordance with the Trust,
the Mexican Stock Exchange Law,
the Regulations Applicable to Issuers
(Circular Única de Emisoras), the General Law of Credit Instruments and Transactions
(Ley General de Títulos y Operaciones de Crédito, or LGTOC for its Spanish acronym)
and other applicable legal provisions, to be registered in Mexico’s National Securities Registry
(Registro Nacional de Valores, or RNV for its Spanish acronym)
and listed in the list of securities authorized to be traded on the Mexican Stock Exchange.
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Regulations Applicable to Issuers
|
Means the General Provisions Applicable to Securities Issuers and other Market Participants
(Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a Otros Participantes del Mercado de Valores)
published in the Official Gazette of the Federation on March 19, 2003, as amended from time to time.
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REIA
|
Means the Mexican regulation on environmental assessment matters.
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Related Parties
|
As defined in Article 2 of Mexico’s Stock Market Law.
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Settlor
|
As defined in Paragraph (A) of Section 25.03 of Clause Twenty-Fifth of the Trust.
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Taxable Income
|
As defined in Article 10 of Mexico’s Income Tax Law.
|
|
Technical Committee
|
Means the governance body referred to in Clause Eleventh, section 11.03, of the Trust.
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|
Tenant
|
Means any legal entity who is a party to a Lease Agreement.
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Title
|
Means the document or paper used to legalize any Offering,
whose form is attached to the corresponding Offering Memorandum.
|
|
Total CBFIs Offered
|
Means the total CBFIs offered to the public in any issuance,
including the CBFIs offered as part of the greenshoe option.
|
|
Trust Equity
|
As defined in the Sixth Clause of the Trust.
|
|
Trust, Issuer, Fibra HD or the Mexican REIT
|
Means the irrevocable trust agreement entered into between
Fideicomiso de Fundadores, as trustor,
and Banco Actinver, S.A., Institución de Banca Múltiple,
Grupo Financiero Actinver, División Fiduciaria, as trustee,
identified as F/1523, dated December 17, 2014,
as the same may be amended from time to time.
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Trustees
|
Means the Holders of the CBFIs represented by the Common Representative.
|
|
Trustee or Issuer
|
Means Banco Actinver, S.A., Institución de Banca Múltiple,
Grupo Financiero Actinver, División Fiduciaria or its legal successors,
assigns, or any party subsequently appointed as
trustee in accordance with the Trust.
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Trustor
|
Means the Founding Trust
|
