Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7,...

19
Presentation to CBFI Holders April 7, 2016 Meeting

Transcript of Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7,...

Page 1: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

Presentation to CBFI Holders April 7, 2016 Meeting

Page 2: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

2

Agenda

I.  Approval of new stock compensation plan for the company’s CEO and CFO

II.  Approval of amendments to the Advisory Agreement

III.  Approval of the extension of the date for the annual Ordinary Holders Meeting

IV.  Instruction to the Common Representative and/or Trustee to execute necessary acts in order to comply with the resolutions of this Meeting

V.  Appointment of delegates in order to comply with the resolutions of the Meeting

Page 3: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

I. New Compensation Plan

I.  Implementation of a new stock compensation plan for the

company’s Chief Executive Officer and Chief Financial Officer

•  Pursuant to shareholders’ recommendations, this plan will be introduced as

there is no stock compensation plan for the company’s management as of

today

•  The plan is independent from the Advisory Fee and uses total stock return to

calculate it1

•  The new plan aligns interests between management and shareholders as

part of the variable compensation will be paid out in stock with a lock-up

period of up to 2 years

3 1) For more detail on the Stock Compensation Plan calculation formula please refer to Annex A.

Page 4: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

II. Advisory Agreement

II.  Amendments to the Advisory Agreement

•  The Advisor1 will act as so for another 3 year period, until March 2019

•  The agreement maintains the Holders’ prerogative to terminate the

contract with a simple majority at the Holders Meeting without any cost

for the shareholder

4 1) The Advisor is PLA Administradora S. de R.L. de C.V. a filial company of Prudential Real Estate Investors.

Page 5: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

II. Advisory Agreement

II.  Amendments to the Advisory Agreement

•  The Advisory Fee1 will be modified to reflect the market’s best practices:

it’s calculation will migrate from the investment’s properties Historical

Cost to a Market Value base (applying the same 50 bps factor)

•  It generates greater and better interest alignment between management

and the shareholders as it looks after the reappraisal of the properties in

the long term

5 1) Currently, the calculation applies a 0.5% to the historical cost of the investment properties plus the annual inflation rate for the period. For more detail, please refer to Annex C.

Page 6: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

6

II. Inflation Spread

-4.0

-2.0

0.0

2.0

4.0

6.0

8.0

10.0

ene-

01

jul-0

1

ene-

02

jul-0

2

ene-

03

jul-0

3

ene-

04

jul-0

4

ene-

05

jul-0

5

ene-

06

jul-0

6

ene-

07

jul-0

7

ene-

08

jul-0

8

ene-

09

jul-0

9

ene-

10

jul-1

0

ene-

11

jul-1

1

ene-

12

jul-1

2

ene-

13

jul-1

3

ene-

14

jul-1

4

ene-

15

jul-1

5

ene-

16

Historical Inflation

MEX CPI US CPI

Source: Bloomberg, year-on-year figures, adjusted by seasonality.

Positive spread between Mexican and US inflation for most of the last 15 years

US inflation will be used for the management fee calculation thus reducing its quarterly increases

Page 7: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

7

II. Historical Cost vs Market Value

Source: CPI figures – Bloomberg, Housing Price Index – Federal Housing Finance Agency, RCA Industrial Composite – Real Capital Analytics Past performance is not an indicator nor a guarantee of future performance.

The Market Value Base is increased with US CPI and reflects the new calculation proposal

80 90

100 110 120 130 140 150 160 170 180 190 200 210 220 230

Proforma Inflation Base

Cost Base +20% Cost Base Cost Base -20% Market Value Base RCA Industrial Composite

Page 8: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

III. Annual Ordinary Meeting date

8

III.  Approval for the extension of the date for the Annual Ordinary

Holders Meeting

•  It shall be held within the four months following the end of each fiscal

year

Page 9: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

9

The stock compensation plan (the “Compensation Plan”) shall be applicable exclusively to the employees of TF Administradora, S. de R. L. de C.V. (the “Subsidiary”) who occupy the positions of Chief Executive Officer and Chief Financial Officer (jointly, the “Officers”) (said positions are occupied yearly by Mr. Alberto Chretin Castillo and Mr. Ángel Bernal Robles, respectively). In the event of being approved by the Holders Meeting, the compensation to be received by the Subsidiary and to be subsequently paid to the Officers as part of the Compensation Plan shall not be paid in currency, but in real estate trust certificates (“CBFIs”) issued by the Trust (the “Compensation”). The CBFIs received by the Officers as a compensation for each period shall only be transferred by each of them pursuant to the following rules: i.  the CBFIs may not be transferred during the first calendar year following the payment of the corresponding compensation plan; ii.  each of the Officers may transfer up to 50% of the CBFIs they have received starting on the date of the first anniversary of the payment of

the corresponding compensation plan; and iii.  starting on the date of the second anniversary of the payment of the corresponding compensation plan, the Officers shall no longer be

bound to any restriction whatsoever as part of the Compensation Plan. The calculation of the Compensation shall be made pursuant to the following formula: ([A + B – C) x 0.5%] - D) = E, where: A = the Market Capitalization of the Trust to the closing of the date of payment of the Compensation; B = the total amount of the Distributions paid to the Holders up to the date of payment of the Compensation corresponding to said Compensation Plan period, increasing at a yearly rate of 9.00% (nine percent) starting on the date of the corresponding Distributions; C = (i) the capitalization value of the Trust calculated at the time of the initial public offer of CBFIs of the Trust; plus (ii) the aggregated price of all subsequent CBFI issuances carried out up to the payment date of the Compensation Plan corresponding to said Compensation Plan period, minus (iii) the aggregate amount of all CBFI repurchases, in each case, increased at a yearly rate of 9.00% (nine percent) starting in the respective issuance dates; and D = all previously Compensations paid; E = Compensation to be paid.

Annex A – Stock Compensation Plan

Page 10: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

Annex B – Trust Agreement

10

Proposed Amendments to the Trust Agreement

Page 11: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

Annex C – Advisory Agreement

11

Proposed Amendments to the Advisory Agreement

Page 12: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

12

Annex C – Advisory Agreement

Page 13: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

13

Annex C – Advisory Agreement

Page 14: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

14

Annex C – Advisory Agreement

Page 15: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

15

Annex C – Advisory Agreement

Page 16: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

16

Annex C – Advisory Agreement

Page 17: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

17

Annex C – Advisory Agreement

Page 18: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s

18

Annex C – Advisory Agreement

Page 19: Presentation to CBFI Holders - Amazon S3...2016/04/07  · Presentation to CBFI Holders April 7, 2016 Meeting 2 Agenda I. Approval of new stock compensation plan for the company’s