0001493152-23-044278.txt : 20231208 0001493152-23-044278.hdr.sgml : 20231208 20231208172527 ACCESSION NUMBER: 0001493152-23-044278 CONFORMED SUBMISSION TYPE: F-4 PUBLIC DOCUMENT COUNT: 86 FILED AS OF DATE: 20231208 DATE AS OF CHANGE: 20231208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Logistic Properties of the Americas CENTRAL INDEX KEY: 0001997711 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-275972 FILM NUMBER: 231476411 BUSINESS ADDRESS: STREET 1: C/O OGIER GLOBAL (CAYMAN) LIMITED STREET 2: 89 NEXUS WAY, CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9009 BUSINESS PHONE: 506-2204-7020 MAIL ADDRESS: STREET 1: C/O OGIER GLOBAL (CAYMAN) LIMITED STREET 2: 89 NEXUS WAY, CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9009 F-4 1 formf-4.htm

 

As filed with the U.S. Securities and Exchange Commission on December 8, 2023.

 

Registration No. 333-         

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM F-4

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

Logistic Properties of the Americas

(Exact name of registrant as specified in its charter)

 

Cayman Islands 6500 N/A
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard
Industrial Classification
Code Number)
(I.R.S. Employer
Identification No.)

 

Plaza Tempo, Edificio B

Oficina B1, Piso 2

San Rafael de Escazú,

San José, Costa Rica

+506 2204 7020

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

 

Thomas McDonald

601 Brickell Key Drive

Suite 700

Miami, FL 33131

+1 (646) 663 4950

 

(Name, address, including zip code and telephone number, including area code, of agent for service)

 

Copies to:

 

Michael L. Fitzgerald, Esq.   Stuart Neuhauser, Esq.
Joy K. Gallup, Esq.   Joshua N. Englard, Esq.
Baker & McKenzie LLP   Matthew A. Gray, Esq.
452 Fifth Avenue   Ellenoff Grossman & Schole LLP
New York, New York 10018   1345 Avenue of the Americas
(212) 626-4100   New York, New York 10105
    (212) 370-1300

 

Approximate date of commencement of proposed sale to the public: As soon as practicable (i) after this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

 

 

 

 

 

 

The information in this preliminary proxy statement/prospectus is not complete and may be changed. Logistic Properties of the Americas may not issue the securities offered by this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This preliminary proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION,

DATED DECEMBER 8, 2023

 

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF TWO

AND

PROSPECTUS FOR UP TO 38,959,388 ORDINARY SHARES OF LOGISTIC PROPERTIES OF THE AMERICAS

 

On August 15, 2023, two, a Cayman Islands exempted company (“TWOA”), announced the execution of a definitive business combination agreement (as it may be amended, supplemented and/or restated from time to time, the “Business Combination Agreement”) with LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama (together with its successors, “LLP”), and by a joinder agreement, each of Logistic Properties of the Americas, a Cayman Islands exempted company (“Pubco”), Logistic Properties of the Americas Subco, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and LPA Panama Group Corp., a company incorporated under the laws of Panama and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), for a proposed business combination among the parties (the “Business Combination”).

 

Under the Business Combination Agreement, upon the terms and subject to the conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), among other matters, (a) SPAC Merger Sub will merge with and into TWOA, with TWOA continuing as the surviving company (the “SPAC Merger”), and, in connection therewith, each issued and outstanding security of TWOA immediately prior to the effective time of the Mergers (as defined below) (the “Effective Time”) will no longer be outstanding and will automatically be canceled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco; (b) Company Merger Sub will merge with and into LLP, with LLP continuing as the surviving company (the “Company Merger,” and, together with the SPAC Merger, the “Mergers”), and, in connection therewith, the LLP shares issued and outstanding immediately prior to the Effective Time will be canceled in exchange for the right of the holders thereof to receive ordinary shares of Pubco (“Pubco Ordinary Shares”); and (c) as a result of the Mergers, TWOA and LLP will each become wholly-owned subsidiaries of Pubco, and Pubco Ordinary Shares will be listed on The New York Stock Exchange (“NYSE”), all upon the terms and subject to the conditions set forth in the Business Combination Agreement, the documents and agreements ancillary to the Business Combination Agreement (the “Ancillary Documents”), and in accordance with applicable law (collectively, the “Transactions”).

 

The total consideration to be paid to LLP’s shareholders at the Closing (the “Merger Consideration”) will be an amount equal to $286,000,000, payable in newly issued Pubco Ordinary Shares, each valued at $10.00. As result, 28,600,000 Pubco Ordinary Shares will be issued to LLP shareholders and up to 10,359,388 Pubco Ordinary Shares will be issued to TWOA shareholders upon the consummation of the Business Combination.

 

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at an Extraordinary General Meeting of TWOA scheduled to be held on 10:00 a.m., Eastern Time, on          , 2023.

 

It is anticipated that upon completion of the Business Combination, (i) if no TWOA shareholders redeem their public shares in connection with the Business Combination, the TWOA public shareholders would own approximately 13.2% of the Pubco Ordinary Shares, the Sponsor, initial shareholders of TWOA and other holders of Founder Shares would own approximately 11.1% of the Pubco Ordinary Shares, and the LLP shareholders would own approximately 75.7% of the Pubco Ordinary Shares; (ii) if there are 10% redemptions by TWOA public shareholders in connection with the Business Combination, the TWOA public shareholders would own approximately 12.1% of the Pubco Ordinary Shares, the Sponsor, initial shareholders of TWOA and other holders of Founder Shares would own approximately 11.1% of the Pubco Ordinary Shares, and the LLP shareholders would own approximately 76.8% of the Pubco Ordinary Shares; and (iii) if there are maximum redemptions by TWOA public shareholders in connection with the Business Combination, the TWOA public shareholders would own approximately 10.8% of the Pubco Ordinary Shares, the Sponsor, initial shareholders of TWOA and other holders of Founder Shares would own approximately 11.4% of the Pubco Ordinary Shares, and the LLP shareholders would own approximately 77.8% of the Pubco Ordinary Shares. See “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information.” If the actual facts are different from the assumptions set forth therein (which they are likely to be), the percentage ownership set forth above will be different.

 

Although Pubco is not currently a public reporting company in any jurisdiction, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the Closing, Pubco will become subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

 

 

 

The TWOA Class A Ordinary Shares are traded on the NYSE under the symbol “TWOA.” On          , 2023, the closing sale price of the Class A Ordinary Shares was $          . Pubco intends to apply for listing, to be effective upon the Closing (acceptance of such listing is a condition to the Closing), of the Pubco Ordinary Shares on the NYSE under the proposed symbol “LLP.”

 

Pubco will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

 

Pubco will be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act, including the requirements to file periodic reports and financial statements with the U.S. Securities and Exchange Commission (the “SEC”) as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, and the insider reporting requirements and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, Pubco intends to rely on exemptions from certain U.S. rules which will permit Pubco to follow Cayman Islands legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. However, Cayman Islands laws and regulations applicable to Cayman Islands exempted companies do not contain any provisions comparable to the U.S. proxy rules, the U.S. rules relating to the filing of reports on Form 10-Q or 8-K or the U.S. securities laws and regulations relating to liability for insiders who profit from trades made in a short period of time. Additionally, NYSE rules allow foreign private issuers to follow home country practices in lieu of certain of NYSE’s corporate governance rules. As a result, its shareholders may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.

 

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting. TWOA urges you to carefully read this entire document, including the annexes. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 50 of this proxy statement/prospectus.

 

After careful consideration, the Board of Directors of TWOA has approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the proposals to be presented at the Extraordinary General Meeting is in the best interests of TWOA and recommends that you vote or give instruction to vote “FOR” each of those proposals.

 

The existence of financial and personal interests of TWOA’s directors, officers and advisors may result in conflicts of interest, including a conflict between what may be in the best interests of TWOA and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections of this proxy statement/prospectus entitled “Proposal 1: The Business Combination Proposal — Interests of TWOA’s Directors, Officers and Advisors in the Business Combination” and “Beneficial Ownership of Securities” in this proxy statement/prospectus for a further discussion of these matters.

 

This proxy statement/prospectus incorporates important business and financial information about TWOA from reports TWOA files with the SEC. This incorporated information is not printed in or attached to this proxy statement/prospectus. We explain how you can find this information in “Where You Can Find More Information.” We urge you to review this proxy statement/prospectus, together with the incorporated information, carefully.

 

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined that this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

 

This proxy statement/prospectus is dated          , 2023 and is first being mailed to the shareholders of TWOA on or about          , 2023.

 

 

 

 

TWO

195 US HWY 50, Suite 208

Zephyr Cove, NV 89448

 

NOTICE OF EXTRAORDINARY GENERAL

MEETING OF TWO TO BE HELD ON          , 2023

 

TO THE SHAREHOLDERS OF TWO:

 

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of two, a Cayman Islands exempted company (“TWOA”), will be held at 10:00 a.m., Eastern Time, on          , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed, at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. The Extraordinary General Meeting will be held for the purpose of considering and voting on the proposals described below and in the accompanying proxy statement. To register and receive access to the meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

 

At the Extraordinary General Meeting, you will be asked to consider and vote on the following proposals:

 

Proposal 1 — The Business Combination Proposal — To consider and vote upon a proposal by an ordinary resolution to approve the Business Combination Agreement, dated as of August 15, 2023, by and among TWOA, LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama (together with its successors, “LLP”), and by a joinder agreement, each of Logistic Properties of the Americas, a Cayman Islands exempted company (“Pubco”), Logistic Properties of the Americas Subco, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and LPA Panama Group Corp., a company incorporated under the laws of Panama and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), and the transactions contemplated thereby for a proposed business combination among the parties (the “Business Combination”), pursuant to which TWOA and LLP will become wholly-owned subsidiaries of Pubco. This proposal is referred to as the “Business Combination Proposal.”

 

A copy of the Business Combination Agreement is appended to the accompanying proxy statement/prospectus as Annex A. The Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 1: The Business Combination Proposal.

 

Proposal 2 — The Cayman Merger Proposal — To consider and vote upon a proposal by a special resolution to authorize the merger of SPAC Merger Sub with and into TWOA with TWOA being the surviving company, approve the plan of merger substantially in the form appended to the accompanying proxy statement/prospectus as Annex B (the “Plan of Merger”), authorize the entry by TWOA into the Plan of Merger and approve the amendment and restatement of the amended and restated memorandum and articles of association of TWOA (as the surviving company of the merger). This proposal is referred to as the “Cayman Merger Proposal.”

 

The full text of the resolution to be passed is as follows:

 

RESOLVED, as a special resolution, that the Company be authorized to merge with SPAC Merger Sub so that the Company be the surviving company and all the undertaking, property and liabilities of SPAC Merger Sub vest in the Company by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands, that the plan of merger substantially in the form appended to the proxy statement/prospectus as Annex B (the “Plan of Merger”) be authorized, approved and confirmed, that the Company be authorized to enter into the Plan of Merger, and that the Company amend and restate its memorandum and articles of association in the form attached to the Plan of Merger with effect from the effective time of such merger.”

 

The Cayman Merger Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 2: The Cayman Merger Proposal.

 

Proposal 3 — The Organizational Documents Proposal — To consider and vote upon two separate sub-proposals by an ordinary resolution to approve the material differences between TWOA’s amended and restated memorandum and articles of association currently in effect (the “Current Charter”) and Pubco’s amended and restated memorandum and articles of association (the “Proposed Charter”) to be effective upon the completion of the Business Combination. These sub-proposals are collectively referred to as the “Organizational Documents Proposal” and are described in more detail in the accompanying proxy statement/prospectus under the heading Proposal 3: The Organizational Documents Proposal.

 

 

 

 

Proposal 4 — The NYSE ProposalTo consider and vote upon a proposal by an ordinary resolution to approve, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of more than 20% of Pubco’s issued and outstanding ordinary shares in connection with subscription agreements to be entered into in connection with the Business Combination that, in each case, may result in any seller or any other investor acquiring shares pursuant to such subscription agreements owning more than an aggregate of 20% of Pubco’s outstanding ordinary shares, or more than 20% of the voting power of Pubco, which could constitute a “change of control” under NYSE rules. This proposal is referred to as the NYSE Proposal.”

 

Proposal 5 — The Incentive Plan ProposalTo consider and vote upon a proposal by an ordinary resolution to approve the Logistic Properties of the Americas Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D. This proposal is referred to as the Incentive Plan Proposal.”

 

Proposal 6 — The Director Election ProposalTo consider and vote upon a proposal by an ordinary resolution to elect seven directors, effective upon the Closing, to serve on Pubco’s Board of Directors for the applicable term, under the Proposed Charter, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal. Pubco’s Board of Directors will be divided into three classes, which classes shall have staggered terms of three years each. This proposal is referred to as the Director Election Proposal.”

 

Proposal 7 — The Adjournment Proposal — To consider and vote upon a proposal by an ordinary resolution to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or desirable, at the determination of the chairperson of the Extraordinary General Meeting. This proposal is referred to as the “Adjournment Proposal.” The Adjournment Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 7: The Adjournment Proposal.” If put forth at the Extraordinary General Meeting, the Adjournment Proposal will be the first and only proposal voted on and the other proposals will not be submitted to the TWOA shareholders for a vote.

 

Each of the Business Combination Proposal, the Cayman Merger Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Director Election Proposal is conditioned on the approval of all other proposals, except for the Organizational Documents Proposal and the Adjournment Proposal. The Organizational Documents Proposal is conditioned on the approval of the Business Combination Proposal, the Cayman Merger Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Director Election Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal.

 

The proposals being submitted for a vote at the Extraordinary General Meeting are more fully described in the accompanying proxy statement/prospectus, which TWOA urges you to read in its entirety, including the annexes. The record date for the Extraordinary General Meeting is         , 2023 (the “Record Date”). Only holders of record of TWOA Class A Ordinary Shares and TWOA Class B Ordinary Shares at the close of business on the Record Date are entitled to notice of and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments of the Extraordinary General Meeting.

 

In connection with the Business Combination, certain related agreements have been or will be entered into prior to the Closing, including the Voting Agreement, the Lock-Up Agreement, the Amendment to Insider Letter Agreement, the Registration Rights Agreement, the Founder Registration Rights Agreement Amendment, and the Sponsor Letter Agreement (each as defined and described in the accompanying proxy statement/prospectus). See “Proposal 1: The Business Combination Proposal.

 

After careful consideration, the Board of Directors of TWOA (the “TWOA Board”) has approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the proposals to be presented at the Extraordinary General Meeting is in the best interests of TWOA and recommends that you vote or give instruction to vote “FOR” each of the above proposals.

 

The existence of financial and personal interests of TWOA’s directors, officers and advisors may result in conflicts of interest, including a conflict between what may be in the best interests of TWOA and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections of this proxy statement/prospectus entitled “Proposal 1: The Business Combination Proposal — Interests of TWOA’s Directors, Officers and Advisors in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion of these matters.

 

 

 

 

The TWOA Class A Ordinary Shares are traded on The New York Stock Exchange (“NYSE”) under the symbol “TWOA.” Pubco intends to apply for listing, to be effective at the time of the Business Combination, of the Pubco Ordinary Shares on the NYSE under the proposed symbol “LLP.”

 

Pursuant to the Current Charter, a Public Shareholder (as defined in the attached proxy statement/prospectus) may request that TWOA redeem all or a portion of its Public Shares (as defined in the attached proxy statement/prospectus) for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

 

a)hold Public Shares prior to exercising your redemption rights with respect to the Public Shares; and
b)prior to 5:00 p.m., Eastern Time, on              , 2023 (two business days prior to the vote at the Extraordinary General Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, TWOA’s transfer agent, that TWOA redeem your Public Shares for cash, and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company.

 

Public Shareholders may elect to redeem all or a portion of their Public Shares, regardless of whether they vote for or against any of the proposals. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the transfer agent and the Business Combination is consummated, TWOA will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) established in connection with TWOA’s initial public offering (“IPO”), calculated as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. As of          , 2023, this would have amounted to approximately $          per Public Share. If a Public Shareholder exercises its redemption rights, it will be exchanging such shareholder’s Public Shares for the right to receive such shareholder’s pro rata share of the Trust Account and will no longer own such Public Shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with TWOA’s consent, until the consummation of the Business Combination, or such other date as determined by the TWOA Board. A Public Shareholder can make such request by contacting the transfer agent, at the address or email address listed in the accompanying proxy statement/prospectus. See “Extraordinary General Meeting of the Shareholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if such holder wishes to redeem its Public Shares for cash.

 

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares unless the TWOA Board consents. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then, in the absence of the TWOA Board’s consent, any such shares in excess of that 15% limit would not be redeemed for cash.

 

Your vote is important regardless of the number of shares you own. A TWOA shareholder who is entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more proxies to attend and vote on behalf of that shareholder. A proxyholder need not be a TWOA shareholder. Whether or not you plan to attend the Extraordinary General Meeting, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted.

 

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. Accordingly, your failure to vote by proxy or to vote in person at the Extraordinary General Meeting will have no effect on the outcome of the vote on any of the proposals presented at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

 

 

 

 

If you have any questions or need assistance voting your shares, please contact Morrow Sodali LLC, TWOA’s proxy solicitor:

 

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Shareholders may call toll-free: (800) 662-5200

Banks and brokers may call collect: (203) 658-9400

Email: TWOA.info@investor.morrowsodali.com

 

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES (OR A SPECIFIED PORTION OF THEM) ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER OR DELIVER YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT BY 5:00 PM (EASTERN TIME) ON         , 2023 (AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED DATE OF THE EXTRAORDINARY GENERAL MEETING). IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER, AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER OR DELIVER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE (IF ANY) TO CONTINENTAL OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

 

Thank you for your participation. We look forward to your continued support.

 

The accompanying proxy statement/prospectus is dated          , 2023, and is first being mailed to TWOA shareholders on or about         , 2023.

 

  By Order of the Board of Directors of TWOA,
   
   
  Thomas D. Hennessy
  Chairman of the Board
         , 2023  
   
 

 

 

TABLE OF CONTENTS

 

    PAGE
ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT/PROSPECTUS   1
FREQUENTLY USED TERMS AND BASIS OF PRESENTATION   2
TRADEMARKS   8
MARKET AND INDUSTRY DATA   8
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS   9
FINANCIAL STATEMENT PRESENTATION   10
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION   11
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS   24
MARKET PRICE AND DIVIDEND INFORMATION   40
SUMMARY HISTORICAL FINANCIAL INFORMATION OF TWOA   41
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF LLP   43
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION   49
RISK FACTORS   50
EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS   86
PROPOSAL 1: THE BUSINESS COMBINATION PROPOSAL   91
PROPOSAL 2: THE CAYMAN MERGER PROPOSAL   122
PROPOSAL 3: THE ORGANIZATIONAL DOCUMENTS PROPOSAL   123
PROPOSAL 4: THE NYSE PROPOSAL   124
PROPOSAL 5: THE INCENTIVE PLAN PROPOSAL   125
PROPOSAL 6: THE DIRECTOR ELECTION PROPOSAL   126
PROPOSAL 7: THE ADJOURNMENT PROPOSAL   127
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION   128
INFORMATION RELATED TO PUBCO   139
INFORMATION ABOUT TWOA   140
DIRECTORS, OFFICERS, CORPORATE GOVERNANCE AND EXECUTIVE COMPENSATION OF TWOA PRIOR TO THE BUSINESS COMBINATION   145
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OF TWOA   152
INFORMATION ABOUT LLP   157
LLP INDUSTRY AND MARKET OVERVIEW   169
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF LLP   180
MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION   201
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS   207
BENEFICIAL OWNERSHIP OF SECURITIES   210
DESCRIPTION OF PUBCO SECURITIES   213
COMPARISON OF THE RIGHTS OF HOLDERS OF ORDINARY SHARES   225
APPRAISAL OR DISSENTERS’ RIGHTS   232
HOUSEHOLDING INFORMATION   232
TRANSFER AGENT AND REGISTRAR   232
SUBMISSION OF PROPOSALS   233
FUTURE PROPOSALS   233
WHERE YOU CAN FIND MORE INFORMATION   233
LEGAL MATTERS   233
EXPERTS   233
INDEX TO FINANCIAL STATEMENTS   F-1
SCHEDULE I - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION   F-132
PART II INFORMATION NOT REQUIRED IN PROSPECTUS  

II-1

 

ANNEXES    
ANNEX A — BUSINESS COMBINATION AGREEMENT   A-1
ANNEX B — PLAN OF MERGER   B-1
ANNEX C — PUBCO PROPOSED CHARTER   C-1
ANNEX D — FORM OF LOGISTIC PROPERTIES OF THE AMERICAS EQUITY INCENTIVE PLAN   D-1
ANNEX E — OPINION OF MARSHALL & STEVENS   E-1
ANNEX F — PRELIMINARY FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS   F-1


 

i
 

 

ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Pubco (File No. 333-       ), constitutes a prospectus of Pubco under Section 5 of the Securities Act, with respect to the Pubco securities to be issued to TWOA shareholders and LLP equity holders, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Extraordinary General Meeting at which TWOA shareholders will be asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination by the approval and adoption of the Business Combination Proposal, the Cayman Merger Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Director Election Proposal.

 

This proxy statement/prospectus is available without charge to shareholders of TWOA upon written or oral request. This document and other filings by TWOA with the SEC may be obtained by either written or oral request to TWOA’s Chief Executive Officer, Thomas D. Hennessy, at two, 195 US HWY 50, Suite 208, Zephyr Cove, NV 89448 or by telephone at (310) 954-9665.

 

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

 

In addition, if you have questions about the proposals or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali LLC (“Morrow”), the proxy solicitor for TWOA, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing TWOA.info@investor.morrowsodali.com. You will not be charged for any of the documents that you request.

 

See the section entitled “Where You Can Find More Information” of the proxy statement/prospectus for further information.

 

To obtain timely delivery of the documents, you must request them no later than five (5) business days before the date of the Extraordinary General Meeting, or no later than          , 2023.

 

Information contained on the LLP website, or any other website, is expressly not incorporated by reference into this proxy statement/prospectus.

 

1
 

 

FREQUENTLY USED TERMS AND BASIS OF PRESENTATION

 

Frequently Used Terms

 

  As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires:
   
Adjournment Proposal” means the proposal being presented to TWOA’s shareholders at the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or desirable, at the determination of the chairperson of the Extraordinary General Meeting.
   
Ancillary Documents” means the documents and agreements ancillary to the Business Combination Agreement.
   
Baker & McKenzie” refers to Baker & McKenzie LLP.
   
Business Combination” refers to the business combination contemplated by the Business Combination Agreement.
   
Business Combination Agreement” refers to that certain business combination agreement, dated as of August 15, 2023, as it may be amended or supplemented between and among TWOA and LLP, by a joinder agreement, each of Pubco, SPAC Merger Sub and Company Merger Sub.
   
Business Combination Proposal” refers to the proposal being presented to TWOA’s shareholders at the Extraordinary General Meeting to approve the Business Combination Agreement and the Business Combination and the other transactions contemplated thereby.
   
Business Day” refers to any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York, the Cayman Islands or Panama are authorized to close for business; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place” or similar closure of physical branch locations at the direction of any Governmental Authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
   
Cayman Merger Proposal” refers to the proposal being presented to TWOA’s shareholders at the Extraordinary General Meeting to authorize and approve the merger of SPAC Merger Sub with and into TWOA, with TWOA being the surviving company, the Plan of Merger, the execution of the Plan of Merger by TWOA and the amendment and restatement of the Current Charter.
   
Class A” in the real property context refers to the classification of industrial properties that typically possess most of the following characteristics: (a) 15 years old or newer; (b) concrete tilt-up construction or steel frame; (c) clear height in excess of 32 feet, (d) a ratio of dock doors to floor area that is more than one door per 10,000 square feet; (e) energy efficient design characteristics suitable for current and future tenants; (f) truck courts at least 98 feet deep, (g) optimized column spacing and (h) high load capacity floors.
   
Class A Ordinary Shares” refers to TWOA’s Class A ordinary shares, par value $0.0001 per share.
   
Class B Ordinary Shares” refers to TWOA’s Class B ordinary shares, par value $0.0001 per share.
   
Closing” refers to the closing of the transactions contemplated by the Business Combination Agreement.
   
Closing Date” refers to the date on which the Business Combination is consummated.
   
Code” refers to the Internal Revenue Code of 1986, as amended.
   
Colombia” refers to the Republic of Colombia.
   
Companies Act” refers to the Companies Act (As Revised) of the Cayman Islands, as amended from time to time and any regulations, codes of practice or orders promulgated pursuant thereto.

 

2
 

 

Company Merger” refers to the merger by Company Merger Sub with and into LLP, with LLP continuing as the surviving company.
   
Company Merger Sub” refers to LPA Panama Group Corp., a company formed under the laws of Panama and a wholly-owned subsidiary of Pubco.
   
Continental” refers to Continental Stock Transfer & Trust Company.
   
Costa Rica” refers to the Republic of Costa Rica.
   
Current Charter” refers to TWOA’s existing Amended and Restated Memorandum and Articles of Association, as amended.
   
Current Insiders” refers to the Sponsor and the current directors and officers and advisors to TWOA.
   

Development GLA” refers to GLA (defined below) for the properties under development. The investment properties transition to properties under development once LLP secures construction permits for land development and initiates construction activities.

   
Director Election Proposal” refers to the proposal to elect seven directors to the Pubco Board, effective upon the Closing.
   
DPA” refers to the Data Protection Act (as revised) of the Cayman Islands, as amended from time to time and any regulations, codes of practice or orders promulgated pursuant thereto.
   
DTC” refers to The Depository Trust Company.
   
Effective Time” refers to the effective time of the Mergers.
   
EGS” refers to Ellenoff Grossman & Schole LLP.
   
Exchange Act” refers to the Securities Exchange Act of 1934, as amended.
   
Extension” refers to the extension of the date by which TWOA is required to consummate an initial business combination from April 1, 2023 to January 1, 2024.
   
Extension Meeting” refers to the extraordinary general meeting of TWOA’s shareholders held on March 31, 2023, at which TWOA’s shareholders approved an amendment to the Current Charter to extend the date by which TWOA would be required to consummate a business combination from April 1, 2023 to January 1, 2024.
   
Extraordinary General Meeting” refers to the extraordinary general meeting of TWOA’s shareholders, which will be held at 10:00 a.m., Eastern Time, on         , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.
   
Founder Registration Rights Agreement” refers to that certain registration rights agreement, dated as of March 29, 2021, entered into by TWOA, the Sponsor, the Original Sponsor and the other parties thereto, as amended.
   
Founder Registration Rights Agreement Amendment” refers to the amendment to the Founder Registration Rights Agreement to be entered into by Pubco, TWOA, the Sponsor and the Original Sponsor (as well as any other parties necessary to effect such amendment) at or prior to the Closing.
   
Founder Shares” refers to 5,359,375 Class B Ordinary Shares held by the Initial Shareholders and the Current Insiders.
   
GAAP” refers to generally accepted accounting principles as in effect in the United States of America.
   
GLA” or “Gross Leasable Area” refers to the total area designed for or capable of occupancy by tenants for their exclusive use.
   
Governmental Authority” refers to any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any judge, court, tribunal, administrative hearing body, arbitration panel, commission, independent industry regulator or other similar dispute-resolving panel or body.
   
IASB” refers to the International Accounting Standards Board.
   
IFRS” refers to the International Financial Reporting Standards, as issued by the IASB.

 

3
 

 

Incentive Plan Proposal” refers to the proposal being presented to TWOA’s shareholders at the Extraordinary General Meeting to consider and vote by an ordinary resolution, to approve the Logistic Properties of the Americas Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex D.
   
Initial Shareholders” refers to all of TWOA’s shareholders immediately prior to its IPO, including the Original Sponsor, and officers and directors at the time of the IPO, to the extent they hold such shares.
   
Insider Letter Agreement” refers to the letter agreement, dated March 29, 2021, among TWOA, the Original Sponsor, the executive officers and directors of TWOA at the time of the IPO, and the Current Insiders, as amended.
   
Interim Period” refers to the period from August 15, 2023 and continuing until the earlier of the termination of the Business Combination Agreement pursuant to its terms and the Closing.
   
Investment Company Act” refers to the Investment Company Act of 1940, as amended.
   
IPO” or “Initial Public Offering” refers to TWOA’s initial public offering of its Public Shares pursuant to the IPO Prospectus.
   
IPO Prospectus” refers to the final prospectus of TWOA, dated March 29, 2021 in connection with the IPO, as filed with the SEC pursuant to Rule 424(b) under the Securities Act on March 30, 2021 (File No. 333-253802).
   
IRS” refers to the U.S. Internal Revenue Service.
   
JOBS Act” refers to Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended.
   

 “Leased GLA” refers to the GLA in operating properties and properties under development that are subject to a lease.

   
Legal Requirements” refers to any federal, state, local, municipal, foreign or other law, statute, constitution, treaty, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, injunction, judgment, order, assessment, writ or other legal requirement, administrative policy or guidance or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.
   
Letter of Transmittal” refers to the letter of transmittal to be completed and duly executed by each LLP Shareholder at the Closing, with respect to their LLP Ordinary Shares.
   
LLP” refers to LatAm Logistic Properties, S.A., a corporation organized under the laws of Panama (together with its successors).
   
LLP Companies” refers to LLP and its subsidiaries.
   
LLP Ordinary Shares” refers to the ordinary shares, with a par value of $1.00 per share, of LLP.
   
LLP Shareholders” refers to, collectively, the holders of LLP Ordinary Shares.
   
Lock-Up Agreement” refers to the lock-up agreement, dated as of August 15, 2023, entered into by TWOA, a certain LLP shareholder and, by a joinder agreement, Pubco in connection with the Business Combination Agreement.
   
Marshall & Stevens” refers to Marshall & Stevens Inc.
   
Merger Consideration” refers to the aggregate number of new Pubco Ordinary Shares to be received by LLP’s shareholders at the Closing pursuant to the Business Combination Agreement, valued at an aggregate amount equal to $286,000,000.
   
Mergers” means, collectively, (a) the SPAC Merger and (b) the Company Merger.
   
Minimum Cash Condition” refers to the condition to Closing that, upon Closing, the SPAC Cash will equal or exceed Twenty-Five Million U.S. Dollars ($25,000,000) and TWOA will have delivered to LLP evidence reasonably satisfactory to LLP of the amount of SPAC Cash.
   
Morrow” refers to TWOA’s proxy solicitor, Morrow Sodali LLC.

 

4
 

 

NYSE” refers to The New York Stock Exchange.
   
NYSE Proposal” refers to the proposal being presented to TWOA’s shareholders at the Extraordinary General Meeting to approve, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of more than 20% of the issued and outstanding Pubco Ordinary Shares.
   

Occupied GLA” refers to the GLA for areas that are occupied by tenants in either operating properties or properties under development before Stabilization.

   

Operating GLA” refers to the GLA in operating properties. Operating properties are investment properties that have achieved a state of Stabilization.

   
Ordinary Shares” refers to TWOA’s Class A Ordinary Shares and Class B Ordinary Shares, collectively.
   
Organizational Documents Proposal” refers to the proposal being presented to TWOA’s shareholders at the Extraordinary General Meeting to approve the material differences between the Current Charter and the Proposed Charter.
   
Original Sponsor” refers to two sponsor, a Cayman Islands limited liability company.
   
Outside Date” refers to for purposes of, and as used in, the Business Combination Agreement, December 31, 2023 (as it may be extended pursuant to the terms set forth in the Business Combination Agreement).
   
PCAOB” refers to the Public Company Accounting Oversight Board (or any successor thereto).
   
Peru” refers to the Republic of Peru.
   
PFIC” refers to a passive foreign investment company.
   
Private Placement Shares” refers to an aggregate of 628,750 Class A Ordinary Shares issued in connection with the private placement that was closed concurrently with the closing of the IPO.
   
Promissory Note” refers to the unsecured promissory note issued by TWOA to the Original Sponsor on January 21, 2021.
   
Proposed Charter” refers to Pubco’s proposed amended and restated memorandum and articles of association to be in effect at the closing of the Business Combination, substantially in the form and substance of Annex C to this proxy statement/prospectus.
   
Pubco” refers to Logistic Properties of the Americas, a Cayman Islands exempted company.
   
Pubco Board” refers to the board of directors of Pubco subsequent to the completion of the Business Combination, as constituted from time to time.
   
Pubco Ordinary Shares” refers to the ordinary shares of Pubco, par value $0.0001 per share.
   
Public Shareholders” means holders of Public Shares of TWOA.
   
Public Shares” refers to the Class A Ordinary Shares sold in TWOA’s IPO, including any over-allotment securities acquired by the underwriters.
   
Record Date” refers to         , 2023.
   
Redemption” refers to the redemption by TWOA shareholders of Public Shares in connection with the Closing of the Business Combination, in accordance with the Current Charter.
   
Redemption Date” refers to the date on which holders of Public Shares may be eligible to redeem their Public Shares in connection with the Redemption, in accordance with the Current Charter.
   
Redemption Price” refers to an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated in accordance with the Current Charter as of the applicable Redemption Date.
   
Registration Rights Agreement” refers to the registration rights agreement to be entered into by LLP shareholders, Pubco and TWOA at or prior to the Closing.
   
SEC” refers to the U.S. Securities and Exchange Commission.
   
Securities Act” refers to the U.S. Securities Act of 1933, as amended.

 

5
 

 

SPAC Cash” refers to an amount equal to, without duplication, (a) the aggregate amount of cash contained in the Trust Account immediately prior to the Closing (including any interest earned on the funds held in the Trust Account, but net of taxes payable thereon), plus (b) the aggregate amount of any cash of TWOA immediately prior to the Closing, plus (c) the amount of proceeds actually received by TWOA, Pubco or any LLP Company pursuant to a transaction financing solely in the form of common equity in accordance with the terms and conditions of the applicable financing agreements, plus (d) the commitment amounts of investors (whether paid or payable prior to, at or after the Closing) under any financing agreements for committed common equity facilities, less (e) the aggregate amount of all payments required to be made by TWOA to redeeming TWOA shareholders in connection with the Redemption, less (f) the aggregate amount of any amounts payable in respect of the obligations contemplated by Section 5.17(a)(ii) of the Business Combination Agreement, less (g) the aggregate amount of all unpaid expenses of the parties (i) to be satisfied as of the Closing in cash or (ii) that have accrued, are payable in cash and remain unpaid as of the Closing.
   
SPAC Merger” refers to the merger of SPAC Merger Sub with and into TWOA, with TWOA continuing as the surviving company.
   
SPAC Merger Sub” refers to Logistic Properties of the Americas Subco, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco.
   
Sponsor” refers to HC PropTech Partners III LLC, a Delaware limited liability company.
   
Sponsor Letter Agreement” refers to the letter agreement, dated as of August 15, 2023, entered into by the Sponsor and LLP in connection with the Business Combination Agreement.
   

Stabilization” refers to the earlier of the point at which a developed property has been completed for one year, or when it reaches a 90% occupancy rate.

   
Trading Day” refers to any day on which Pubco Ordinary Shares are tradeable on the NYSE (or the principal securities exchange or securities market on which Pubco Ordinary Shares are then traded).
   
Transactions” refers to the Business Combination, including the Mergers and all of the transactions contemplated by the Business Combination Agreement and the Ancillary Documents.
   
Transfer Agent” or “Continental” refers to Continental Stock Transfer & Trust Company, in its capacity as TWOA’s transfer agent.
   
Trust Account” refers to the trust account of TWOA, established at the time of the IPO, containing the net proceeds of the sale of the Public Shares in the IPO, including from over-allotment securities sold by TWOA’s underwriters, and the sale of Private Placement Shares concurrently with the closing of the IPO.
   
Trust Agreement” refers to that certain Investment Management Trust Agreement, dated as of March 29, 2021, as it may be amended (including to accommodate the SPAC Merger) by and between TWOA and the Trustee.
   
Trustee” means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.
   
TWOA,” the “Company,” “we,” “our,” or “us” refers to two, a Cayman Islands exempted company.
   
TWOA Board” means the board of directors of TWOA.
   
Voting Agreement” refers to the voting agreement, dated as of August 15, 2023, entered into by a certain LLP shareholder, TWOA and LLP simultaneously with the execution and delivery of the Business Combination Agreement.
   
Working Capital Loans” refers to working capital loans that the Sponsor, an affiliate of the Sponsor, or certain of TWOA’s officers and directors or their affiliates may, but are not obligated to, loan to TWOA.

 

6
 

 

Share Calculations and Ownership Percentages

 

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to Pubco’s shareholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

 

1. No Public Shareholders exercise their redemption rights in connection with the Closing, and the balance of the Trust Account as of the Closing is the same as its balance on September 30, 2023 of approximately $52.6 million. Please see the section entitled “The Extraordinary General Meeting — Redemption Rights.”
   
2. Solely for purposes of calculating estimated pro forma ownership immediately after the Closing, subject to the assumptions further described herein and, as applicable, within the “Unaudited Pro Forma Condensed Combined Financial Information” section of this proxy statement/prospectus, the assumed Redemption Price upon consummation of the Business Combination is $10.51, which is based on the amount in the Trust Account as of September 30, 2023, but not including any interest earned on the funds in the Trust Account following September 30, 2023.
   
3. Upon consummation of the SPAC Merger, (i) non-redeeming Public Shareholders will receive, as consideration in the SPAC Merger for the Ordinary Shares held by such holders, 5,000,013 Pubco Ordinary Shares; and (ii) the Sponsor will receive, as consideration in the SPAC Merger for the TWOA Ordinary Shares held by the Sponsor, 3,212,611 Pubco Ordinary Shares, in accordance with the terms of the Business Combination Agreement (and assumes no Founder Shares held by the Sponsor are forfeited pursuant to the terms of the Sponsor Letter Agreement).
   
4. Other than (i) 10,000 Pubco Ordinary Shares issued upon Pubco’s incorporation and subsequently transferred to LatAm Logistic CR OPCO SRL, which shares shall be cancelled in connection with the Business Combination; (ii) the Pubco Shares to be issued to existing shareholders of TWOA upon consummation of the SPAC Merger; (iii) the Pubco Ordinary Shares to be issued to the LLP Shareholders as Merger Consideration upon consummation of the Company Merger; and (iv) any Pubco Ordinary Shares to be issued to PIPE investors, there are no other issuances of equity securities of Pubco prior to or in connection with the Closing.
   
5. None of the LLP Shareholders exercises appraisal rights in connection with the Closing.

 

7
 

 

TRADEMARKS

 

This proxy statement/prospectus contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Trademarks and service marks are collectively referred to herein as “Trademarks.”

 

Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names.

 

MARKET AND INDUSTRY DATA

 

This proxy statement/prospectus contains market and industry data, estimates and statistics obtained from third-party sources. Statements as to industry position are based on market data currently available. Such industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. While TWOA and LLP are not aware of any misstatements regarding the industry data presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

 

8
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This proxy statement/prospectus contains forward-looking statements, which statements involve substantial risks and uncertainties. These forward-looking statements include, among other things, statements about the parties’ ability to close the Business Combination, the timing of the closing of the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of TWOA, LLP and Pubco prior to the Business Combination and the period following the consummation of the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

 

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and on the current expectations, forecasts and assumptions of the management of TWOA and LLP, involve a number of judgments, risks and uncertainties and are inherently subject to changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed, contemplated or implied by these forward-looking statements. The forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about:

 

  expectations regarding (and LLP’s ability to meet expectations regarding) LLP’s strategies and future financial performance, including LLP’s future business plans or objectives, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and LLP’s ability to invest in growth initiatives;
  the outcome of any legal proceedings that may be instituted against TWOA, LLP, Pubco and others following announcement of the Business Combination Agreement and the transactions contemplated therein;
  TWOA’s ability to complete the Business Combination, or, if TWOA does not consummate the Business Combination, any other initial business combination;
  satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, among other things:
    the ability to obtain TWOA shareholders’ approval;
    the Minimum Cash Condition being satisfied in a timely fashion or at all; and
    the occurrence of any other event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;
  the risk that the proposed Business Combination disrupts current plans and operations of LLP as a result of the announcement or consummation of the Business Combination;
  the ability of TWOA and LLP to raise interim financing in connection with the Business Combination;
  the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Pubco to grow and manage growth and profitability, maintain relationships with customers and suppliers and retain its management team and key employees;
  the deployment of the proceeds of the Business Combination;
  costs related to the proposed Business Combination;
  the projected financial information, anticipated growth rate, and market opportunity for LLP, and its estimates of expenses and profitability;
  the amount of any redemptions by shareholders of TWOA;
  TWOA’s officers and directors allocating their time to other businesses and potentially having conflicts of interest with TWOA’s business or in approving the Business Combination;
  the use of proceeds not held in the Trust Account or available to TWOA from interest income on the Trust Account balance;
  the ability to list Pubco securities on the NYSE and maintain such listing following the Business Combination;
  geopolitical risk, including the impacts of the ongoing conflict between Russia and Ukraine, and changes in applicable laws or regulations;
  anticipated economic, business, and/or competitive factors;
  anticipations regarding the impact of any major disease or epidemic that disrupts LLP’s business;
  litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on LLP’s resources;
  exchange rate instability;
  the possibility that expansion of LLP’s or Pubco’s customer offerings or certain operations may subject it to additional legal and regulatory requirements, including tort liability;
  LLP’s or Pubco’s ability to retain and grow its customer base;
  LLP’s or Pubco’s success in finding and maintaining future strategic partnerships and inorganic opportunities;
  the potential liquidity and trading of public securities of Pubco;
  the ability to raise financing in the future by Pubco;
  the ability of LLP or Pubco to respond to general economic conditions;
  expansion and other plans and opportunities of LLP or Pubco;
  any downturn in the real estate industry;
  the ability of LLP or Pubco to manage its growth effectively;
  the ability of LLP or Pubco to develop and protect its brand; and
  the ability of LLP or Pubco to compete with competitors in existing and new markets and offerings.

 

Forward-looking statements are provided for illustrative purposes only and are not guarantees of performance. You should understand that the factors discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus could affect the future results of LLP and TWOA prior to the Business Combination, and Pubco following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus.

 

In addition, the risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the businesses, financial conditions, or results of operations of LLP or TWOA prior to the Business Combination, and Pubco following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can LLP or TWOA assess the impact of all such risk factors on the businesses of LLP or TWOA prior to the Business Combination, and Pubco following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. LLP and TWOA prior to the Business Combination, and Pubco following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

In addition, this proxy statement/prospectus contains statements of belief and similar statements that reflect the beliefs and opinions of LLP or TWOA, as applicable, on the relevant subject. These statements are based upon information available to LLP or TWOA, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that LLP or TWOA, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

 

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to TWOA or LLP or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus.

 

9
 

 

FINANCIAL STATEMENT PRESENTATION

 

TWOA

 

TWOA’s audited and unaudited financial statements included in this proxy statement/prospectus have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and denominated in U.S. dollars.

 

LLP

 

LLP’s audited consolidated financial statements included in this proxy statement/prospectus are prepared in accordance with IFRS and denominated in U.S. dollars. The unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2023 included in this proxy statement/prospectus are prepared in accordance with IAS 34 and denominated in U.S. dollars.

 

Pubco

 

Pubco was incorporated on October 9, 2023, for the sole purpose of effectuating the transactions described herein. Pubco has no material assets and does not operate any businesses. Accordingly, no financial statements of Pubco have been included in this proxy statement/prospectus.

 

Rounding and Negative Amounts

 

Certain numerical information and other amounts and percentages in this proxy statement/prospectus, including financial data, have been rounded. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables may not conform exactly to the total figure given for that column or row or the sum of certain numbers presented as a percentage may not conform exactly to the total percentage given.

 

In preparing the audited consolidated financial statements of LLP most numerical figures are presented in U.S. dollars. For the convenience of the reader of this proxy statement/prospectus, certain numerical figures in this proxy statement/prospectus are rounded to the nearest one thousand. As a result of this rounding, certain numerical figures presented herein may vary slightly from the corresponding numerical figures presented in our financial statements.

 

The percentages (as a percentage of revenues or costs and period-on-period percentage changes) presented in the textual financial disclosure in this proxy statement/prospectus are derived directly from the financial information contained in LLP’s financial statements. The percentages derived from LLP’s financial statements may be computed using the numerical figures expressed in U.S. dollars in its financial statements. Therefore, such percentages are not calculated on the basis of the financial information in the textual disclosure that has been subjected to rounding adjustments in this proxy statement/prospectus.

 

In tables, negative amounts are shown between parentheses. Otherwise, negative amounts may also be shown by “-” before the amount.

 

Currency Presentation

 

References to “peso” and “COP” refer to the Colombian peso, the official currency of Colombia.

 

The consolidated financial statements of LLP are measured using U.S. dollars, which is the functional currency of the majority of its operations. The presentation currency of LLP is U.S. dollars.

 

References to “$,” “US$” and “U.S. dollar” each refer to the United States dollar.

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

 

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including the Business Combination Proposal, the Cayman Merger Proposal and the Organizational Documents Proposal. The following questions and answers do not include all the information that is important to TWOA’s shareholders. TWOA’s shareholders are urged to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

 

Q: Why am I receiving this proxy statement/prospectus?

 

A: You are receiving this proxy statement/prospectus in connection with the Extraordinary General Meeting of TWOA. TWOA is holding the Extraordinary General Meeting to consider and vote upon the proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

 

(1)Proposal 1 — The Business Combination Proposal — To consider and vote upon a proposal by an ordinary resolution to approve the Business Combination Agreement and the Business Combination, pursuant to which TWOA and LLP will become wholly-owned subsidiaries of Pubco. This proposal is described in more detail in the proxy statement/prospectus under the heading “Proposal 1: The Business Combination Proposal.” A copy of the Business Combination Agreement is appended to this proxy statement/prospectus as Annex A.

 

The Business Combination Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.

 

(2)Proposal 2 – The Cayman Merger Proposal - To consider and vote upon a proposal by a special resolution to authorize the merger of SPAC Merger Sub with and into TWOA with TWOA being the surviving company, approve the Plan of Merger, authorize the entry by TWOA into the Plan of Merger and approve the amendment and restatement of the amended and restated memorandum and articles of association of TWOA (as the surviving company of the merger). This proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 2: The Cayman Merger Proposal.” A copy of the form of the Plan of Merger is appended to this proxy statement/prospectus as Annex B.

 

The Cayman Merger Proposal must be approved by a special resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a majority of at least two-thirds (2/3) of such shareholders as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting.

 

(3)Proposal 3 — The Organizational Documents Proposal — To consider and vote upon two separate sub-proposals by an ordinary resolution to approve the material differences between the Current Charter and the Proposed Charter. This proposal is described in more detail in the proxy statement/prospectus under the heading Proposals 3 – The Organizational Documents Proposal.

 

The Organizational Documents Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.

 

(4)Proposal 4 — The NYSE Proposal — To consider and vote upon a proposal by an ordinary resolution to approve, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of more than 20% of Pubco’s issued and outstanding ordinary shares in connection with subscription agreements to be entered into in connection with the Business Combination that, in each case, may result in any seller or any other investor acquiring shares pursuant to such subscription agreements owning more than 20% of Pubco’s outstanding ordinary shares, or more than 20% of the voting power of Pubco, which could constitute a “change of control” under NYSE rules. This proposal is described in more detail in the proxy statement/prospectus under the heading “Proposal 4: The NYSE Proposal.”

 

The NYSE Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.

 

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(5)Proposal 5 — The Incentive Plan ProposalTo consider and vote upon a proposal by an ordinary resolution to approve the Logistic Properties of the Americas Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex D. This proposal is described in more detail in the proxy statement/prospectus under the heading “Proposal 5: The Incentive Plan Proposal.”

 

The Incentive Plan Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.

 

(6)Proposal 6 — The Director Election ProposalTo consider and vote upon a proposal by an ordinary resolution to elect seven directors, effective upon the Closing, to serve on the Pubco Board for the applicable term under the Proposed Charter, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal. This proposal is described in more detail in the proxy statement/prospectus under the heading “Proposal 6: The Director Election Proposal.”

 

The Director Election Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.

 

(7)Proposal 7 — The Adjournment Proposal — To consider and vote upon a proposal by an ordinary resolution to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or desirable, at the determination of the chairperson of the Extraordinary General Meeting. The Adjournment Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 7: The Adjournment Proposal.” If put forth at the Extraordinary General Meeting, the Adjournment Proposal will be the first and only proposal voted on and the other proposals will not be submitted to the TWOA shareholders for a vote.

 

The Adjournment Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.

 

Each of the Business Combination Proposal, the Cayman Merger Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Director Election Proposal is conditioned on the approval of all other proposals, except for the Organizational Documents Proposal and the Adjournment Proposal. The Organizational Documents Proposal is conditioned on the approval of the Business Combination Proposal, the Cayman Merger Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Director Election Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal.

 

The Initial Shareholders and the Current Insiders, which collectively own 5,359,375 Founder Shares, or 51.7% of the outstanding TWOA Ordinary Shares, have previously agreed to vote all of their Ordinary Shares in favor of a business combination proposed to them for approval, including the Business Combination. Additionally, the Initial Shareholders, Current Insiders and their affiliates have agreed to vote the Ordinary Shares they own in favor of each of the proposals.

 

Accordingly, other than the shares held by the Initial Shareholders and the Current Insiders, no additional shares would need to be voted in favor of each of the Business Combination Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal to approve such proposals. That being said, the Cayman Merger Proposal must be approved by a majority of not less than two-thirds of such shareholders as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting and accordingly, the Initial Shareholders and the Current Insiders may not have a sufficient number of votes to pass the Cayman Merger Proposal if enough of the TWOA Public Shareholders vote against the Cayman Merger Proposal.

 

Q: What interests do TWOA’s Initial Shareholders, Sponsor, directors and officers and advisors have in the Business Combination?

 

A: In considering the recommendation of the TWOA Board to vote in favor of the Business Combination, Public Shareholders should be aware that TWOA’s Initial Shareholders, the Sponsor, directors and officers and advisors may have interests in the Business Combination that are different from, or in addition to, those of TWOA’s other shareholders generally. TWOA’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to TWOA’s shareholders that they approve the Business Combination. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination or to exercise their right of redemption. These interests include:

 

the fact that the Sponsor and TWOA’s officers, directors, advisors and their affiliates own an aggregate of 3,347,611 Founder Shares which they purchased from the Original Sponsor for an aggregate price of $500,000 and which will be converted into up to 3,347,611 Pubco Ordinary Shares, which will have a significantly higher value at the time of the Business Combination, if it is consummated, and, based on the closing trading price of the Class A Ordinary Shares on          , 2023, which was $          , would have an aggregate value of approximately $          million as of the same date, representing a          % gain on the Sponsor’s investment. The Original Sponsor currently owns 1,906,764 Founder Shares, or 35.6% of the total issued and outstanding Founder Shares or 18.4% of the total issued and outstanding Ordinary Shares of TWOA. If TWOA does not consummate the Business Combination or another initial business combination by January 1, 2024 (unless such date is extended by and with the approval of TWOA’s shareholders), and TWOA is therefore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the effective purchase price of $0.149 per share that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Class A Ordinary Share sold in the IPO, the Sponsor may earn a positive rate of return even if the stock price of Pubco after the Closing falls below the price initially paid for the Class A Ordinary Shares in the IPO and the Public Shareholders experience a negative rate of return following the Closing of the Business Combination;
   
  the fact that if TWOA does not consummate the Business Combination or another initial business combination by January 1, 2024 (unless such date is extended by and with the approval of TWOA’s shareholders), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its directors, dissolving and liquidating, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor will benefit from the completion of an initial business combination and may be incentivized to complete the acquisition of a less favorable target company or on terms less favorable to shareholders rather than to liquidate;

 

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the fact that the Sponsor and the officers and directors of TWOA have waived their right to redeem their Founder Shares and any other Ordinary Shares held by them, or to receive distributions from the Trust Account with respect to the Founder Shares upon TWOA’s liquidation if TWOA is unable to consummate its initial business combination;

 

the fact that the Sponsor, the Original Sponsor, their affiliates or certain of TWOA’s officers and directors or their affiliates may, but are not obligated to, provide Working Capital Loans to TWOA. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares, at a price of $10.00 per share, of the post Business Combination entity. If TWOA completes a business combination, TWOA will repay the Working Capital Loans out of the proceeds of the Trust Account released to the post-closing company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, TWOA may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of October 31, 2023, approximately $1.47 million of Working Capital Loans was outstanding;
   
  the fact that the Sponsor is entitled to $10,000 per month for office space, secretarial and administrative services until the completion of an initial business combination under the Administrative Services Agreement (as defined below);

 

the fact that unless TWOA consummates an initial business combination, its directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them in connection with the Business Combination (to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account). As of October 31, 2023, directors or officers of TWOA had not incurred any expenses which they expect to be reimbursed at the Closing;

 

the fact that the Current Charter provides that TWOA renounces any interest or expectancy of TWOA in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for either the Sponsor and its affiliates, successors and assigns (the “Investor Group”) and the directors, managers, officers, members, partners, managing members, employees and/or agents of one or more members of the Investor Group (each of the foregoing, an “Investor Group Related Person”), on the one hand, and TWOA, on the other, unless such opportunity is expressly offered to such Investor Group Related Person solely in their capacity as an officer or director of the Company and the opportunity is one the Company is permitted to complete on a reasonable basis. Notwithstanding such provision, TWOA believes that such provision did not impact TWOA’s search for a business combination target because TWOA’s officers and directors have confirmed to TWOA that there were no such corporate opportunities that were not presented to TWOA pursuant to such provision;

 

the fact that pursuant to the Business Combination Agreement, for a period of six years following the consummation of the Business Combination, Pubco (i) is required to maintain provisions in the Proposed Charter providing for the indemnification of TWOA’s existing directors and officers and (ii) may maintain a directors’ and officers’ liability insurance policy that covers TWOA’s existing directors and officers;

 

the fact that at the Closing, Pubco, TWOA, and the Sponsor will enter into an amendment to the Founder Registration Rights Agreement to, among other things, add Pubco as a party and to reflect the issuance of the Pubco Ordinary Shares to the Sponsor pursuant to the Business Combination;

 

the fact that TWOA’s officers and directors have not been required to, and have not, committed their full time to TWOA’s affairs, which may have resulted in a conflict of interest in allocating their time between TWOA’s operations and its search for a business combination and their other businesses; and

 

the anticipated election of Thomas D. Hennessy as a director of Pubco in connection with the consummation of the Business Combination. As such, in the future, such director will receive any cash fees, stock options or stock awards that the Pubco Board subsequent to the completion of the Business Combination determines to pay such director.

 

Please also see the sections “Proposal 1: The Business Combination Proposal — Interests of TWOA’s Directors, Officers and Advisors in the Business Combination,” “Certain Relationships and Related Person Transactions” and “Beneficial Ownership of Securities” for more information on the interests and relationships of TWOA’s Initial Shareholders, the Sponsor, the directors, officers and advisors of TWOA and in the Business Combination.

 

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Q: Why is TWOA proposing the Business Combination?

 

A: TWOA was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Since TWOA’s incorporation, the TWOA Board has sought to identify suitable candidates in order to effect such a transaction. In its review of LLP, the TWOA Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the TWOA Board has determined that the Business Combination presents a highly attractive business combination opportunity and is in the best interests of TWOA. The TWOA Board believes that, based on its review and consideration, the Business Combination with LLP presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Shareholder approval of the Business Combination and the SPAC Merger (as defined below) is required by the Business Combination Agreement, the Current Charter and the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”).

 

Q: What will happen in the Business Combination?

 

A: Pursuant to the Business Combination Agreement, upon the terms and subject to the conditions set forth therein, (a) SPAC Merger Sub will merge with and into TWOA, with TWOA continuing as the surviving company (the “SPAC Merger”), and, in connection therewith, each issued and outstanding security of TWOA immediately prior to the effective time of the Mergers (as defined below) (the “Effective Time”) will no longer be outstanding and will automatically be canceled in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, (b) Company Merger Sub will merge with and into LLP, with LLP continuing as the surviving company (the “Company Merger,” and, together with the SPAC Merger, the “Mergers”), and, in connection therewith, the LLP shares issued and outstanding immediately prior to the Effective Time will be canceled in exchange for the right of the holders thereof to receive ordinary shares of Pubco (“Pubco Ordinary Shares”), and (c) as a result of the Mergers, TWOA and LLP will each become wholly-owned subsidiaries of Pubco, and the Pubco Ordinary Shares will be listed on the NYSE.

 

Q: What consideration will the LLP Shareholders receive in return for the acquisition of LLP by TWOA?

 

A: The aggregate Merger Consideration to be paid to the LLP Shareholders pursuant to the Business Combination Agreement will be an amount equal to $286,000,000, which will be paid in the form of Pubco Ordinary Shares, each valued at $10.00. The Merger Consideration to be payable to the LLP Shareholders will be allocated among the LLP Shareholders pro rata based on the number of ordinary shares of LLP owned by each LLP Shareholder.

 

Q: Did the TWOA Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A: Yes. The TWOA Board obtained a fairness opinion from Marshall & Stevens Transaction Advisory Services LLC (“Marshall & Stevens”), dated August 15, 2023, which provided that, as of that date and based on and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be paid by TWOA in the Business Combination was fair, from a financial point of view, to TWOA. See the section of this proxy statement/ prospectus entitled “Proposal No. 1: The Business Combination Proposal — Opinion of Marshall & Stevens” for additional information.

 

Q: What equity stake will current Public Shareholders, the Sponsor and the LLP Shareholders hold in Pubco immediately after the completion of the Business Combination?

 

A: TWOA shareholders that elect not to redeem their Public Shares will experience significant dilution as a result of the Business Combination. As a result of redemptions in connection with the Extension Meeting, the Public Shareholders currently own approximately           % of TWOA. As noted above, if no TWOA shareholders redeem their Public Shares in connection with the Business Combination, the Public Shareholders will own approximately 13.2% of the outstanding Pubco Ordinary Shares.

 

If any of the Public Shareholders exercise their redemption rights, the percentage of Pubco Ordinary Shares held by the Public Shareholders will decrease and the percentages of outstanding Pubco Ordinary Shares held by the Sponsor and by the LLP Shareholders will increase, in each case relative to the percentage held if none of the Public Shares are redeemed.

 

Upon the issuance of Pubco Ordinary Shares in connection with the Business Combination, the percentage ownership of Pubco owned by Public Shareholders who do not redeem their Public Shares will be diluted. The percentage of the total number of outstanding Pubco Ordinary Shares that will be owned by Public Shareholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination.

 

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The following table illustrates varying beneficial ownership levels in Pubco, as well as possible sources and extents of dilution for non-redeeming Public Shareholders, assuming no redemptions by Public Shareholders, interim redemptions (i.e., redemptions of 10% of the currently outstanding Public Shares) by Public Shareholders, and maximum redemptions by Public Shareholders in connection with the Business Combination. The “interim redemptions” scenario assumes that 500,001 Public Shares, or 10% of the currently outstanding Public Shares, are redeemed for aggregate redemption payments of approximately $5.3 million (assuming a redemption price of approximately $10.51 per Public Share, based on funds in the Trust Account as of September 30, 2023) in connection with the Closing. The “maximum redemptions” scenario assumes that 1,014,169 Public Shares are redeemed for aggregate redemption payments of approximately $10.7 million (assuming a redemption price of approximately $10.51 per Public Share, based on funds in the Trust Account as of September 30, 2023), which represents the maximum number of Public Shares that could be redeemed in connection with the Closing. As all of the holders of Founder Shares waived their redemption rights, only redemptions by Public Shareholders are reflected in this presentation. The “interim redemptions” scenario and “maximum redemptions” scenario include all adjustments contained in the “no redemption” scenario and present additional adjustments to reflect the effect of the interim redemptions or maximum redemptions, respectively.

 

   No Redemptions(1)  %   Interim Redemptions(1)  %   Maximum Redemptions(1)  % 
LLP Shareholders    28,600,000     75.7 %    28,600,000     76.8 %    28,600,000     77.8 %
TWOA Public Shareholders    5,000,013     13.2 %    4,500,012      12.1 %    3,985,844     10.8 %
PIPE Shares    -     - %    -     - %    -     - %
Founder Shares    4,159,375     11.1 %    4,159,375     11.1 %    4,159,375     11.4 %
Total Ordinary Shares    37,759,388    100%    37,259,387    100%    36,745,219    100%
Total Pro Forma Book Value (USD in thousands)  $ 292,705        $ 287,450        $ 282,046      
Total Pro Forma Book Value Per Share(2)   $ 7.75        $ 7.71        $ 7.68      

 

(1) See “Unaudited Pro Forma Condensed Combined Financial Information” for pro forma book value (i.e., total assets minus total liabilities) as of September 30, 2023 in the no redemption scenario and maximum redemption scenario. Pro forma book value for the interim redemption scenario is calculated by reducing equity by the respective value of shares redeemed.

(2) Pro forma book value per share is a result of pro forma book value as of September 30, 2023 divided by total ordinary shares estimated in the table above in each redemption scenario.

 

Share ownership and voting power presented under each redemption scenario in the table above are only presented for illustrative purposes. TWOA cannot predict how many Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amount presented above. As such, the ownership percentages of current TWOA shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions.

 

On February 14, 2023, the representative of the underwriters of TWOA’s IPO executed a waiver agreement to forfeit any rights or claims it has, or may in the future have, to the deferred underwriting commissions and it has ceased its involvement in TWOA’s initial business combination. We do not believe this will impact the Business Combination.

 

Q: What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A: After completion of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise redemption rights (the “Redemption”), and, after paying the redemptions, a portion will be used to pay transaction expenses incurred in connection with the Business Combination and other expenses and unpaid liabilities incurred by TWOA following the IPO, including repayment of loans and reimbursements of expenses, and the remainder will be released to Pubco for working capital and general corporate purposes. As of          , 2023, there were investments and cash held in the Trust Account of approximately $         million. These funds will not be released until the earlier of the completion of the Business Combination or the Redemption of the Public Shares if TWOA is unable to complete a Business Combination by January 1, 2024 (unless such date is extended by and with the approval of TWOA’s shareholders) (except that interest earned on the amounts held in the Trust Account may be released earlier as necessary to pay for any taxes and up to $100,000 for dissolution expenses).

 

Q: Do I have redemption rights?

 

A: If you are a holder of Public Shares, you have the right to demand that TWOA redeem such shares for a pro rata portion of the cash held in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes payable), calculated as of two business days prior to the consummation of the Business Combination. We sometimes refer to these rights to demand redemption of the public shares as “redemption rights.”

 

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

 

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Q: What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A: Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights. Nonetheless, the consummation of the Business Combination is conditioned upon, among other things, having net tangible assets of no less than $5,000,001 immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Public Shares properly demanded to be redeemed by holders of Public Shares.

 

If the Business Combination is completed notwithstanding the Redemption, Pubco will have fewer Pubco Ordinary Shares and public shareholders, the trading market for Pubco’s securities may be less liquid and Pubco may not be able to meet the minimum listing standards for NYSE, which is a condition to Closing. Furthermore, the funds available from the Trust Account for working capital purposes of Pubco after the Business Combination may not be sufficient for its future operations.

 

Q: What conditions must be satisfied to complete the Business Combination?

 

A: There are a number of closing conditions in the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section of this proxy statement/prospectus entitled “Proposal 1: The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.

 

Q: What happens if the Business Combination is not consummated?

 

A: If TWOA is not able to complete the Business Combination or another initial business combination by January 1, 2024 (unless such date is extended by and with the approval of TWOA’s shareholders), TWOA will cease all operations except for the purpose of winding up and redeeming its Public Shares and liquidating the Trust Account, in which case TWOA’s Public Shareholders may only receive the amount in the Trust Account as of the applicable Redemption Date (less any interest earned on the amounts held in the Trust Account released earlier to pay for any taxes and up to $100,000 for dissolution expenses), which would be only approximately $        per share, based on the amount held in the Trust Account as of       , 2023.

 

Q: When do you expect the Business Combination to be completed?

 

A: It is currently anticipated that the Business Combination will be consummated as soon as practicable following the Extraordinary General Meeting, which is set for          , 2023; however, (i) such meeting could be adjourned if the Adjournment Proposal is adopted by TWOA’s shareholders at the Extraordinary General Meeting and the TWOA Shareholders elect to adjourn the Extraordinary General Meeting to a later date or dates at the determination of the chairperson of the Extraordinary General Meeting, and (ii) the Closing will not occur until all conditions set forth in the Business Combination Agreement are satisfied or waived. For a description of the conditions for the completion of the Business Combination, see “Proposal 1: The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”

 

Q: What proposals are shareholders being asked to vote upon?

 

A: Shareholders of TWOA are being asked to vote upon the following proposals:

 

Proposal 1: The Business Combination Proposal

Proposal 2: The Cayman Merger Proposal

Proposal 3: The Organizational Documents Proposal

Proposal 4: The NYSE Proposal

Proposal 5: The Incentive Plan Proposal

Proposal 6: The Director Election Proposal

Proposal 7: The Adjournment Proposal, if put forth at the Extraordinary General Meeting.

 

After careful consideration, the TWOA Board has approved the Business Combination Agreement and the Transactions and determined that each of the Business Combination Proposal, the Cayman Merger Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal is in the best interests of TWOA and recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.

 

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The Business Combination Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal, the Organizational Documents Proposal, and the Adjournment Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon. The Initial Shareholders and the Current Insiders, which collectively own 5,359,375 Founder Shares, or 51.7% of the outstanding TWOA Ordinary Shares, have previously agreed to vote all of their Ordinary Shares in favor of a business combination proposed to them for approval, including the Business Combination. Additionally, the Initial Shareholders, Current Insiders and their affiliates have agreed to vote the Ordinary Shares they own in favor of each of the proposals. Accordingly, other than the shares held by the Initial Shareholders and the Current Insiders, no additional shares would need to be voted in favor of each of the Business Combination Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal to approve such proposals.

 

The Cayman Merger Proposal must be approved by a special resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a majority of at least two-thirds (2/3) of such shareholders as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting.

 

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

 

Q: What material negative factors did the TWOA Board consider in connection with the Business Combination?

 

A: Among the material negative factors that the TWOA Board considered in its evaluation of the Business Combination were the risk that the Business Combination may not be fully achieved or may not be consummated; the risk of LLP not achieving its financial projections and the risks that there will be less demand for logistics real estate and that the projected cost savings and growth initiatives may not be fully achieved or may not be achieved within the expected timeframe. These factors are discussed in greater detail in the section entitled “Proposal 1: The Business Combination Proposal — Recommendation of the Board and Reasons for the Business Combination,” as well as in the section entitled “Risk Factors — Risks Relating to the Business Combination and its Effects.”

 

Q: How do I exercise my redemption rights?

 

A: Pursuant to the Current Charter, a Public Shareholder may request that TWOA redeem all or a portion of its Public Shares if the Business Combination is consummated, subject to certain limitations, for cash equal to the pro rata portion of the funds available in the Trust Account including interest earned on the funds held in the Trust Account (net of taxes payable). Nonetheless, the consummation of the Business Combination is conditioned upon, among other things, the net tangible assets condition required under the Current Charter of TWOA of having net tangible assets of no less than $5,000,001 immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Public Shares properly demanded to be redeemed by holders of Public Shares. As of          , 2023, based on funds in the Trust Account of approximately $        million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of the Class A Ordinary Shares was approximately $        per share.

 

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

 

(a)hold Public Shares; and

(b)prior to 5:00 p.m., Eastern Time, on       , 2023 (two business days prior to the vote at the Extraordinary General Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company (“Continental”), TWOA’s transfer agent, that TWOA redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company.

 

Public Shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal.

 

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with TWOA’s consent, until the consummation of the Business Combination, or such other date as determined by the TWOA Board. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section.

 

Any corrected or changed written demand of redemption rights must be received by TWOA’s Chief Executive Officer two business days prior to the vote taken on the Business Combination at the Extraordinary General Meeting. No demand for Redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent at least two business days prior to the vote at the Extraordinary General Meeting.

 

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Public Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates and other redemption forms should allow sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is TWOA’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, TWOA does not have any control over this process and it may take longer than two weeks. Public Shareholders who hold their shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.

 

If a Public Shareholder properly demands redemption as described above, then, if the Business Combination is completed, TWOA will redeem the shares subject to the redemptions for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your redemption rights, then you will be exchanging your TWOA shares for cash and will no longer own these shares following the Business Combination.

 

If you intend to seek redemption of your Public Shares, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent prior to the meeting, as described in this proxy statement/prospectus. If you have questions regarding the certification of your position or delivery of your shares, please contact:

 

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attention: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com

 

Q: Will how I vote on the Business Combination proposal affect my ability to exercise redemption rights?

 

A: No. If you have redemption rights, you may exercise your redemption rights irrespective of whether you vote your Ordinary Shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus.

 

Q: What are the U.S. federal income tax consequences of the Business Combination to me?

 

A: It is intended that the SPAC Merger, together with the transactions contemplated by the Business Combination Agreement, qualifies as an exchange described in Section 351(a) of the Code. It is the opinion of TWOA’s counsel, Ellenoff Grossman & Schole LLP, that the SPAC Merger, together with the transactions contemplated by the Business Combination Agreement, will qualify as an exchange described in Section 351(a) of the Code. However, there can be no assurance that the U.S. Internal Revenue Service will not successfully challenge this position, and if so then the exchange of Class A Ordinary Shares for Pubco Ordinary Shares will be a taxable exchange, and the tax consequences described herein will be materially different from those described below. The remainder of this discussion assumes that the transactions described above qualify as an exchange described in Section 351(a) of the Code. Assuming such qualification, a U.S. holder that receives Pubco Ordinary Shares in exchange for Class A Ordinary Shares in the SPAC Merger generally should not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the Pubco Ordinary Shares received in the SPAC Merger by a U.S. holder should be equal to the adjusted tax basis of the Class A Ordinary Shares exchanged therefor. The holding period of the Pubco Ordinary Shares should include the holding period during which the Class A Ordinary Shares exchanged therefor were held by such U.S. holder.

 

Even if the Business Combination otherwise qualifies as an exchange described in Section 351(a) of the Code, U.S. holders may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company rules, as described in more detail under “Material U.S. Federal Income Tax Consideration — U.S. Holders — The Business Combination — Application of the Passive Foreign Investment Company Rules to the Transactions.

 

For additional discussion of the U.S. federal income tax treatment of the Business Combination, see the section entitled “Proposal 1: The Business Combination Proposal — Material U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination — Tax Consequences of the Business Combination.”

 

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Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A: Holders of Class A Ordinary Shares who exercise their redemption rights to receive cash will be considered for U.S. federal income tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a non-taxable recovery of basis in his investment in the tendered shares, or (iii) gain (but not loss) as if the shares with respect to which the distribution was made had been sold. See the section entitled “Proposal 1: The Business Combination Proposal — Material U.S. Federal Income Tax Considerations — U.S. Holders — Redemption of Class A Ordinary Shares.”

 

Q: Do I have appraisal or dissenters’ rights in connection with the proposed Business Combination?

 

A: No appraisal or dissenters’ rights are available to TWOA shareholders in connection with the ordinary resolution to approve the Business Combination. However, in respect of the special resolution to approve the Cayman Merger Proposal, under section 238 of the Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a statutory merger. The Companies Act prescribes when shareholder dissenters’ rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, TWOA shareholders are still entitled to exercise the rights of redemption as detailed in this proxy statement/prospectus and the TWOA Board has determined that the redemption proceeds payable to TWOA shareholders who exercise such redemption rights represents the fair value of those shares. Please see the section entitled “Appraisal or Dissenters’ Rights.”

 

Q: What do I need to do now?

 

A: TWOA urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a TWOA shareholder. TWOA shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q: How do I vote?

 

A: The Extraordinary General Meeting will be held at 10:00 a.m., Eastern Time, on           , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed, at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105.

 

If you are a holder of record of Ordinary Shares on the Record Date, you may vote at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote, obtain a proxy from your broker, bank or nominee.

 

Any proxy may be revoked by the person giving it at any time before the polls close at the Extraordinary General Meeting. A proxy may be revoked by filing with TWOA’s Chief Executive Officer at the following address: two, 195 US HWY 50, Suite 208, Zephyr Cove, NV 89448, either (a) a written notice of revocation bearing a date later than the date of such proxy (provided that it is received by the deadline specified below), (b) a subsequent proxy relating to the same shares (provided that it is received by the deadline specified below), or (c) by attending the Extraordinary General Meeting and voting.

 

Simply attending the Extraordinary General Meeting will not constitute revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

 

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Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A: No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent.

 

As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal.

 

This is called a “broker non-vote.” Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will not be counted in connection with the vote on any Proposal.

 

For the proposals in this proxy statement/prospectus, your broker will not have the discretionary authority to vote your shares. Accordingly, your bank, broker, or other nominee can vote your shares at the Extraordinary General Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

 

Q: When and where will the Extraordinary General Meeting be held?

 

A: The Extraordinary General Meeting will be held at 10:00 am, Eastern Time, on       , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed, at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, unless the Extraordinary General Meeting is adjourned.

 

Q: How do I attend the Extraordinary General Meeting?

 

A: As a registered shareholder, you received a proxy card from Continental. The form contains instructions on how to attend the Extraordinary General Meeting, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Continental support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

 

Beneficial investors, who own their investments through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the Extraordinary General Meeting, you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental will issue you a guest control number with proof of ownership. Either way, you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the Extraordinary General Meeting for processing your control number.

 

You can attend the Extraordinary General Meeting at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105.

 

Q: Who is entitled to vote at the Extraordinary General Meeting?

 

A: TWOA has fixed          , 2023 as the Record Date. If you were a Public Shareholder at the close of business on the Record Date, you are entitled to vote on matters that come before the Extraordinary General Meeting. However, a Public Shareholder may only vote such holder’s shares if such holder is present in person or by proxy at the Extraordinary General Meeting.

 

Q: How many votes do I have?

 

A: Public Shareholders are entitled to one vote at the Extraordinary General Meeting for each Class A Ordinary Share and Class B Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date, there were 10,359,388 Ordinary Shares issued and outstanding (including 5,359,375 Founder Shares).

 

Q: What constitutes a quorum?

 

A: The holders of at least a majority of the issued and outstanding Ordinary Shares of TWOA being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy and entitled to vote at the Extraordinary General Meeting will constitute a quorum. In the absence of a quorum, the Extraordinary General Meeting will automatically be adjourned. As of the Record Date, 5,179,695 Ordinary Shares would be required to achieve a quorum.

 

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Q: What vote is required to approve each proposal at the Extraordinary General Meeting?

 

A: The following votes are required for each proposal at the Extraordinary General Meeting:

 

Business Combination Proposal: The Business Combination Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.
Cayman Merger Proposal: The Cayman Merger Proposal must be approved by a special resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a majority of at least two-thirds (2/3) of such shareholders as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting.
Organizational Documents Proposal: The Organizational Documents Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.
NYSE Proposal: The NYSE Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.
Incentive Plan Proposal: The Incentive Plan Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.
Director Election Proposal: The Director Election Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.
Adjournment Proposal: The Adjournment Proposal, if presented, must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.

 

The Initial Shareholders and the Current Insiders, which collectively own 5,359,375 Founder Shares, or 51.7% of the outstanding TWOA Ordinary Shares, have previously agreed to vote all of their Ordinary Shares in favor of a business combination proposed to them for approval, including the Business Combination. Additionally, the Initial Shareholders, Current Insiders and their affiliates have agreed to vote the Ordinary Shares they own in favor of each of the proposals. Accordingly, other than the shares held by the Initial Shareholders and the Current Insiders, no additional shares would need to be voted in favor of each of the Business Combination Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal to approve such proposals.

 

Q: What are the recommendations of the Board?

 

A: The TWOA Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of TWOA and recommends that TWOA’s shareholders vote “FOR” each of the Business Combination Proposal, the Cayman Merger Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and, if necessary, the Adjournment Proposal.

 

The existence of financial and personal interests of TWOA’s directors, officers and advisors may result in conflicts of interest, including a conflict between what may be in the best interests of TWOA and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. These conflicts of interest include, among other things, that if TWOA does not consummate an initial business combination by January 1, 2024 (unless such date is extended by TWOA’s shareholders), TWOA may be forced to liquidate and the 5,359,375 Founder Shares owned by TWOA’s Initial Shareholders and Current Insiders, would be worthless. See the sections entitled “Proposal 1: The Business Combination Proposal — Interests of TWOA’s Directors, Officers and Advisors in the Business Combination” and “Beneficial Ownership of Securities” for more information.

 

Q: How do the Initial Shareholders and the Current Insiders intend to vote their shares?

 

A: The Initial Shareholders and the Current Insiders, which collectively own 5,359,375 Founder Shares, or 51.7% of the outstanding TWOA Ordinary Shares, have previously agreed to vote all of their Ordinary Shares in favor of a business combination proposed to them for approval, including the Business Combination. Additionally, the Initial Shareholders, Current Insiders and their affiliates have agreed to vote the Ordinary Shares they own in favor of each of the proposals.

 

Accordingly, other than the shares held by the Initial Shareholders and the Current Insiders, no additional shares would need to be voted in favor of each of the Business Combination Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal to approve such proposals.

 

Q: May TWOA’s Initial Shareholders, the Sponsor, LLP or their respective affiliates purchase Public Shares prior to the Extraordinary General Meeting?

 

A: At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material, nonpublic information regarding TWOA or TWOA’s securities, TWOA’s Initial Shareholders, the Sponsor, LLP and/or their respective affiliates may purchase shares from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Ordinary Shares or vote their shares in favor of the Business Combination Proposal, the Cayman Merger Proposal and the Organizational Documents Proposal, or to withdraw any request for redemption. In such transactions, the purchase price for the Ordinary Shares will not exceed the Redemption Price. In addition, the persons described above will waive redemption rights, if any, with respect to the Ordinary Shares they acquire in such transactions. However, any Ordinary Shares acquired by the persons described above would not vote on the Business Combination Proposal.

 

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The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied. This may result in the completion of the Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

 

Entering into any such incentive arrangements may have a depressive effect on the price of the Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares such person owns, either prior to or immediately after the Extraordinary General Meeting.

 

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, TWOA will file a Current Report on Form 8-K prior to the Extraordinary General Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of shareholders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Ordinary Shares for which TWOA has received redemption requests.

 

Q: What happens if I sell my Ordinary Shares before the Extraordinary General Meeting?

 

A: The Record Date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Ordinary Shares after the applicable record date, but before the Extraordinary General Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Extraordinary General Meeting with respect to such shares, but the transferee, and not you, will have the ability to redeem such shares (if time permits).

 

Q: May I change my vote after I have mailed my signed proxy card?

 

A: Yes. Shareholders may send a later-dated, signed proxy card to TWOA’s Chief Executive Officer at the address set forth below so that it is received by TWOA’s Chief Executive Officer not less than 48 hours prior to the vote at the Extraordinary General Meeting (which is scheduled to take place on        , 2023) or attend the Extraordinary General Meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to TWOA’s Chief Executive Officer, which must be received by the Chief Executive Officer not less than 48 hours prior to the vote at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

 

Q: What happens if I fail to take any action with respect to the Extraordinary General Meeting?

 

A: If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is approved by TWOA’s shareholders and consummated, you will become a shareholder of Pubco. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will remain a shareholder of TWOA. However, if you fail to take any action with respect to the Extraordinary General Meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, provided you follow the instructions in this proxy statement/prospectus for redeeming your shares.

 

Q: What should I do with my share certificates?

 

A: Pursuant to the Current Charter, a Public Shareholder may request that TWOA redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

 

(a)hold Public Shares; and
(b)prior to 5:00 p.m., Eastern Time, on        , 2023 (two business days prior to the vote at the Extraordinary General Meeting): (i) submit a written request to the Transfer Agent that TWOA redeem your Public Shares for cash; and (ii) deliver your share certificates (if any) and other redemption forms to the Transfer Agent, physically or electronically through DTC.

 

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Public Shareholders may elect to redeem all or a portion of such Public Shareholder’s Public Shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the Transfer Agent, TWOA will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds (net of required tax payments), divided by the number of then-outstanding Public Shares, divided by the number of then-outstanding Public Shares.

 

If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with TWOA’s consent, until the consummation of the Business Combination, or such other date as determined by the TWOA Board. A Public Shareholder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. TWOA will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Extraordinary General Meeting of the Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if such holder wishes to redeem its Public Shares for cash.

 

Public Shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares.

 

Upon effectiveness of the Business Combination, holders of Ordinary Shares will receive Pubco Ordinary Shares without needing to take any action and accordingly such holders should not submit the certificates, if any, relating to their Ordinary Shares. TWOA’s securities will not trade following the Business Combination.

 

Q: What should I do if I receive more than one set of voting materials?

 

A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Ordinary Shares.

 

Q: Who can help answer my questions?

 

A: If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact Morrow, the proxy solicitor for TWOA, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing TWOA.info@investor.morrowsodali.com.

 

You also may obtain additional information about TWOA from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on          , 2023 (two business days prior to the vote at the Extraordinary General Meeting). If you have questions regarding the certification of your position or delivery of your share certificates (if any) and other redemption forms, please contact:

 

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attention: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Extraordinary General Meeting, whether or not you plan to attend such meeting, including the Business Combination Proposal, the Cayman Merger Proposal and the Organizational Documents Proposal, you should read this entire document carefully, including the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Agreement.” This proxy statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

 

Parties to the Business Combination

 

TWOA

 

TWOA is a blank check company incorporated as a Cayman Islands exempted company on January 15, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

 

TWOA’s Class A Ordinary Shares are currently listed on the NYSE under the symbol “TWOA.” TWOA’s Class A Ordinary Shares will not be listed following the Closing.

 

TWOA’s principal executive offices are located at 195 US HWY 50, Suite 208, Zephyr Cove, NV 89448 and its phone number is (310) 954-9665.

 

LLP

 

LLP is a fully-integrated, internally managed real estate company that develops, owns and manages a diversified portfolio of warehouse logistics assets in Central and South America. LLP focuses on modern Class A logistics real estate in high growth and high barrier-to-entry markets that are undersupplied and have low penetration rates. LLP’s high quality and diversified tenant base is comprised of leading multinational customers that operate primarily in the consumer retail, e-commerce, consumer packaged goods, and business-to-business distribution sectors.

 

LLP’s registered office is located at BMW Plaza, 9th floor, Calle 50, Panama City, Republic of Panama. LLP’s registered office phone number is +506 2204-7020. For more information about LLP, see the sections of this proxy statement/prospectus entitled “Information About LLP,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LLP” and the financial statements of LLP included herein.

 

Pubco

 

Logistic Properties of the Americas (or Pubco) was incorporated as a Cayman Islands exempted company on October 9, 2023. Pubco was formed for the purpose of effectuating the Business Combination described herein and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Business Combination Agreement. As a result of the Business Combination, TWOA and LLP will each become wholly-owned subsidiaries of Pubco, and the Pubco Ordinary Shares will be listed on the NYSE.

 

Pubco intends to apply for listing, to be effective at the time of the Business Combination, of the Pubco Ordinary Shares on the NYSE under the proposed symbol “LLP.”

 

Pubco’s principal executive offices are located at Plaza Tempo, Edificio B Oficina B1, Piso 2, San Rafael de Escazú, San José, Costa Rica, and its phone number is +506 2204-7020.

 

SPAC Merger Sub

 

Logistic Properties of the Americas Subco (or SPAC Merger Sub) was incorporated as a Cayman Islands exempted company on October 9, 2023 and is currently a wholly-owned subsidiary of Pubco. SPAC Merger Sub was formed for the purpose of effectuating the SPAC Merger described herein and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Business Combination Agreement. SPAC Merger Sub will not be the surviving company in the SPAC Merger, as contemplated by the Business Combination Agreement and described herein.

 

SPAC Merger Sub’s principal executive offices are located at 195 US HWY 50, Suite 208, Zephyr Cove, NV 89448 and its phone number is (310) 954-9665.

 

Company Merger Sub

 

LPA Panama Group Corp. (or Company Merger Sub) was incorporated in Panama on November 14, 2023 and is currently a wholly-owned subsidiary of Pubco. Company Merger Sub was formed for the purpose of effectuating the Company Merger described herein and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Business Combination Agreement. Company Merger Sub will not be the surviving company in the Company Merger, as contemplated by the Business Combination Agreement and described herein.

 

Company Merger Sub’s principal executive offices are located at Plaza Tempo, Edificio B Oficina B1, Piso 2, San Rafael de Escazú, San José, Costa Rica and its phone number is +506 2204-7020.

 

24
 

 

Proposals to be Submitted at the Extraordinary General Meeting

 

Proposal 1: The Business Combination Proposal

 

This section describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Annex A, and the Ancillary Documents. TWOA’s shareholders and other interested parties are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination.

 

Business Combination Agreement

 

Under the Business Combination Agreement, subject to the terms and conditions set forth therein, at the Closing, among other matters, (a) SPAC Merger Sub will merge with and into TWOA, with TWOA continuing as the surviving company, and, in connection therewith, each issued and outstanding security of TWOA immediately prior to the Effective Time will no longer be outstanding and will automatically be canceled in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b) Company Merger Sub will merge with and into LLP, with LLP continuing as the surviving company, and, in connection therewith, the LLP shares issued and outstanding immediately prior to the Effective Time will be canceled in exchange for the right of the holders thereof to receive Pubco Ordinary Shares; and (c) as a result of the Mergers, TWOA and LLP will each become wholly-owned subsidiaries of Pubco, and the Pubco Ordinary Shares will be listed on the NYSE, all upon the terms and subject to the conditions set forth in the Business Combination Agreement, and the documents and agreements ancillary to the Business Combination Agreement (the “Ancillary Documents”) and in accordance with applicable law (collectively, the “Transactions”).

 

Consideration

 

The aggregate merger consideration to be paid pursuant to the Business Combination Agreement to the LLP Shareholders will be an amount equal to $286,000,000 and will be paid in the form of Pubco Ordinary Shares, each valued at $10.00. The Merger Consideration to be payable to the LLP Shareholders will be allocated among the LLP Shareholders pro rata based on the number of ordinary shares of LLP owned by each LLP Shareholder.

 

Representations and Warranties

 

The Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the Business Combination Agreement. These representations and warranties, in certain cases, are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement.

 

Under the Business Combination Agreement, TWOA made customary representations and warranties to LLP and Pubco relating to, among other things: organization and standing; authorization; binding agreement; governmental approvals; non-contravention; capitalization; SEC filings and TWOA’s financials; absence of certain changes; compliance with laws; actions, orders and permits; taxes; employees and employee benefit plans; properties; material contracts; transactions with affiliates; Investment Company Act; finders and brokers; certain business practices; insurance; information supplied; the Trust Account; and independent investigation.

 

Under the Business Combination Agreement, LLP made customary representations and warranties to TWOA and Pubco relating to, among other things: organization and standing; authorization; binding agreement; capitalization; subsidiaries; governmental approvals; non-contravention; financial statements; absence of certain changes; compliance with laws; permits; litigation; material contracts; intellectual property; taxes and returns; real property; personal property; title to and sufficiency of assets; employee matters; benefit plans; environmental matters; transactions with related persons; business insurance; top customers and suppliers; certain business practices; Investment Company Act; finders and brokers; information supplied; and independent investigation.

 

The representations and warranties of the parties contained in the Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party’s breach thereof.

 

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Material Adverse Effect

 

Many of the representations and warranties in the Business Combination Agreement are qualified by materiality or Material Adverse Effect. “Material Adverse Effect” as used in the Business Combination Agreement means, with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, liabilities, customer relationships, operations, results of operations, prospects or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (b) the ability of such person or entity any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations thereunder; provided, however, that for purposes of clause (a) above, any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general changes in the financial or securities markets or general economic or political conditions in the country or region in which such person or entity or any of its subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such person or entity or any of its subsidiaries principally operate; (iii) changes in applicable laws (including COVID-19 measures) or in IFRS, GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such person or entity and its subsidiaries principally operate; (iv) conditions caused by acts of God, terrorism, war (whether or not declared) (including the Russian invasion of the Ukraine or any surrounding countries), natural disaster or any outbreak or continuation of an epidemic or pandemic (including COVID-19), including the effects of any Governmental Authority or other third-party responses thereto; (v) any failure in and of itself by such person or entity and its subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception in the Business Combination Agreement); and (vi) with respect to TWOA, the consummation and effects of any Redemption; provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such person or entity or any of its subsidiaries compared to other participants worldwide in the industries (but for the avoidance of doubt, not the geographies) in which such person or entity or any of its subsidiaries primarily conducts its businesses. Notwithstanding the foregoing, with respect to TWOA, the amount of any Redemption or the failure to obtain the Required SPAC Shareholder Approval (as defined in the Business Combination Agreement) shall not be deemed to be a Material Adverse Effect on or with respect to TWOA. The representations and warranties made by the parties are customary for transactions similar to the Transactions.

 

Covenants

 

Each party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary and other covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, including, but not limited to, covenants regarding: (i) the provision of access to the parties’ respective properties, books and personnel; (ii) the operation of the parties’ respective businesses in the ordinary course of business; (iii) the provision by LLP of PCAOB-audited or reviewed, as applicable, financial statements of LLP and its subsidiaries (collectively, the “LLP Companies”); (iv) TWOA’s public filings; (v) no solicitation of, or entering into, any alternative competing transactions; (vi) no insider trading; (vii) notifications of certain breaches, consent requirements or other matters; (viii) use of commercially reasonable efforts to consummate the Closing and obtain third party and regulatory approvals and efforts; (ix) further assurances; (x) cooperation in the preparation of this proxy statement/prospectus and the registration statement of which this proxy statement/prospectus is a part and related matters; (xi) the LLP Shareholders’ approval of the Business Combination Agreement; (xii) public announcements; (xiii) confidentiality; (xiv) indemnification of directors and officers and tail insurance; (xv) use of Trust Account proceeds after the Closing; (xvi) efforts to support a transaction financing; (xvii) employment agreements; (xviii) LLP’s engagement of a reputable compensation consultant; (xix) the listing of the Pubco Ordinary Shares on the NYSE; (xx) a requirement that TWOA seek an extension of the deadline to consummate its initial business combination; and (xxi) certain tax matters.

 

26
 

 

The parties also agreed to take all necessary actions to cause the Pubco Board immediately following the Closing to consist of at least five and up to seven individuals, as follows: (i) one individual that is designated by TWOA prior to the Closing, who must be reasonably acceptable to LLP and qualify as independent under NYSE rules, and (ii) at least four and up to six other individuals that are designated by LLP prior to the Closing, one of whom will be the initial Chairperson of the Pubco Board, provided that such designees shall meet any applicable requirements of the NYSE.

 

The covenants and agreements of the parties contained in the Business Combination Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed.

 

Conditions to Closing

 

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties, unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of TWOA’s shareholders; (ii) LLP Shareholder approval (although an LLP Shareholder with sufficient ownership to approve the Transactions has entered into a Voting Agreement in support of the Transactions concurrently with the execution of the Business Combination Agreement); (iii) the expiration or termination of any applicable waiting period under any antitrust laws; (iv) obtaining any material regulatory approvals and third-party consents; (v) no law or order preventing or prohibiting the Transactions; (vi) either TWOA (immediately prior to the Closing) or Pubco (upon the consummation of the Closing) having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any transaction financing; (vii) appointment of the Pubco Board in accordance with the Business Combination Agreement; (viii) Pubco having amended and restated its organizational documents in the form agreed by the parties; (ix) receipt of evidence that Pubco qualifies as a foreign private issuer; (x) the effectiveness of the registration statement of which this proxy statement/prospectus is a part; and (xi) the Pubco Ordinary Shares having been approved for listing on the NYSE.

 

In addition, unless waived by LLP and Pubco, the obligations of LLP, Pubco and the Merger Subs to consummate the Transactions are subject to the satisfaction of the following Closing conditions, amongst others, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of TWOA being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) TWOA having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to TWOA since the date of the Business Combination Agreement which is continuing and uncured; (iv) certain Ancillary Documents being in full force and effect as of the Closing; (v) TWOA satisfying the Minimum Cash Condition; (vi) the receipt by LLP of the Sponsor’s surrender of certain Founder Shares, if any, to Pubco, in accordance with terms of the Sponsor Letter Agreement; (vii) the Sponsor Letter Agreement being in full force and effect; and (viii) receipt by LLP of the Registration Rights Agreement and the Founder Registration Rights Agreement Amendment.

 

Unless waived by TWOA, the obligations of TWOA to consummate the Transactions are subject to the satisfaction of the following Closing conditions, amongst others, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of LLP and Pubco being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) LLP, Pubco and the Merger Subs having performed in all material respects their respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with by them on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to LLP or Pubco since the date of the Business Combination Agreement which is continuing and uncured; (iv) the Lock-Up Agreement being in full force and effect from the Closing; (v) receipt by TWOA of the Registration Rights Agreement and the Founder Registration Rights Agreement Amendment duly executed by the parties thereto; (vi) any issued and outstanding convertible securities of LLP having been terminated without any consideration or liability; (vii) if applicable, certain contracts involving the LLP Companies having been terminated with no obligation or liability of the LLP Companies thereunder; and (viii) Pubco and the Merger Subs having duly executed certain joinder agreements to the Business Combination Agreement and the applicable Ancillary Documents.

 

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Termination

 

The Business Combination Agreement may be terminated at any time prior to the Closing by either TWOA or LLP if the conditions to the Closing set forth in the Business Combination Agreement (the majority of which are summarized above) are not satisfied or waived by December 31, 2023 (the “Outside Date”), provided that if TWOA seeks and obtains an extension to consummate its business combination beyond TWOA’s current deadline of January 1, 2024, each of TWOA and LLP has the right by providing written notice thereof to the other party to extend the Outside Date for one or more additional periods equal in the aggregate to three additional months.

 

The Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior to the Closing, including, among other reasons: (i) by mutual written consent of TWOA and LLP; (ii) by either TWOA or LLP if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by LLP for the uncured breach of the Business Combination Agreement by TWOA, such that the related Closing condition would not be met; (iv) by TWOA for the uncured breach of the Business Combination Agreement by LLP, Pubco or a Merger Sub, such that the related Closing condition would not be met; (v) by either TWOA or LLP if TWOA holds the Extraordinary General Meeting to approve the Business Combination Agreement and the Transactions, and such approval is not obtained; (vi) by TWOA if there has been a Material Adverse Effect on LLP or Pubco which is uncured or continuing; (vii) by LLP if there has been a Material Adverse Effect on TWOA which is uncured or continuing; and (viii) by LLP if TWOA’s Class A Ordinary Shares have become delisted from the NYSE and are not relisted on the NYSE or the Nasdaq Capital Market within 90 days after such delisting.

 

If the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations related to confidentiality, effect of termination, fees and expenses, Trust Account waiver, miscellaneous provisions and definitions relating to the foregoing) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Business Combination Agreement prior to termination. Each party will bear its own expenses if the transaction does not close.

 

Ancillary Documents

 

Lock-Up Agreement

 

Simultaneously with the execution and delivery of the Business Combination Agreement, LLP’s majority shareholder entered into a Lock-Up Agreement with TWOA and by a joinder agreement, Pubco (the “Lock-Up Agreement”). Pursuant to the Lock-Up Agreement, such LLP shareholder agreed not to, during the period commencing from the Closing and ending on the 12-month anniversary of the Closing or earlier, if Pubco consummates a third-party tender offer, stock sale, liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in Pubco for cash, securities or other property (and, with respect to 50% of such restricted securities, subject to early release if the last trading price of the Pubco Ordinary Shares equals or exceeds $12.50 for any 20 trading days within any 30 trading day period commencing at least 180 days after the Closing): (i) lend, offer, pledge, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of the restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers, provided that the transferred shares will continue to be subject to the Lock-Up Agreement).

 

28
 

 

Voting Agreement

 

Simultaneously with the execution and delivery of the Business Combination Agreement, TWOA and LLP entered into a voting agreement (the “Voting Agreement”) with LLP’s majority shareholder, which holds voting power sufficient to approve the Transactions. Under the Voting Agreement, such LLP shareholder agreed, among other matters, to vote all of such LLP shareholder’s shares of LLP in favor of the Business Combination Agreement and the Transactions, and to otherwise take (or not take, as applicable) certain other actions in support of the Business Combination Agreement and the Transactions and the other matters to be submitted to the LLP shareholders for approval in connection with the Transactions, in the manner and subject to the conditions set forth in the Voting Agreement. The Voting Agreement prevents transfers of the LLP shares held by such LLP shareholder between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where the recipient also agrees to comply with the terms of the Voting Agreement.

 

Registration Rights Agreement

 

At or prior to the Closing, certain LLP shareholders will enter into a registration rights agreement (the “Registration Rights Agreement”) with Pubco and TWOA, in form and substance to be mutually agreed by LLP and TWOA (each acting reasonably), pursuant to which, among other matters, such LLP Shareholders will be granted substantially the same priorities and registration rights as the Sponsor and other “Holder” parties under the Founder Registration Rights Agreement, as amended by the Founder Registration Rights Agreement Amendment, and which Registration Rights Agreement will become effective as of the Closing.

 

Founder Registration Rights Agreement Amendment

 

At or prior to the Closing, Pubco, TWOA and the Sponsor (as well as any other parties necessary to effect such amendment) will enter into an amendment, in form and substance to be mutually agreed by LLP and TWOA, each acting reasonably (the “Founder Registration Rights Agreement Amendment”), to the registration rights agreement entered into by TWOA, the Sponsor and the other parties thereto at the time of TWOA’s IPO (the “Founder Registration Rights Agreement”). Under the Founder Registration Rights Agreement Amendment, the Founder Registration Rights Agreement will be amended to, among other things, add Pubco as a party and to reflect the issuance of Pubco Ordinary Shares pursuant to the Business Combination Agreement, and to reconcile with the provisions of the Registration Rights Agreement.

 

Sponsor Letter Agreement

 

In connection with the Business Combination Agreement, the Sponsor, LLP and, by a joinder agreement, Pubco, entered into, the Sponsor Letter Agreement, pursuant to which the Sponsor agreed that, with respect to the 3,852,611 Class B Ordinary Shares that it owns (together with any Pubco Ordinary Shares issued in exchange therefor in the SPAC Merger, the “Sponsor Founder Shares”), it will (a) retain a number of such Sponsor Founder Shares equal to 2,652,611 shares (the “Baseline Retained Founder Shares”), plus 0.048 Sponsor Founder Shares for each dollar of Additional Capital (as defined in the Business Combination Agreement) above $25,000,000 (up to a maximum amount equal to the total 3,852,611 Sponsor Founder Shares less any Additional Transferred Shares (as defined below)), and any such Sponsor Founder Shares not retained will be surrendered by the Sponsor to Pubco as of the Closing, and (b) if TWOA seeks an amendment of its organizational documents to extend its deadline to consummate its initial business combination beyond January 1, 2024, the Sponsor will agree to transfer to the Public Shareholders or surrender and cancel up to 500,000 Sponsor Founder Shares (the “Additional Transferred Shares”) as may be necessary in order to obtain such extension, and the Baseline Retained Founder Shares will be increased by one share for each two Additional Transferred Shares.

 

Amendment to Insider Letter Agreement

 

Simultaneously with the execution and delivery of the Business Combination Agreement or shortly thereafter, TWOA, the Sponsor, the Original Sponsor, and certain other TWOA shareholders and, by a joinder agreement, Pubco, entered into an amendment (the “Amendment to Letter Agreement”) to the insider letter agreement entered into in connection with TWOA’s initial public offering (the “Insider Letter”). The Amendment to Letter Agreement (i) adds Pubco as a party to the Insider Letter, (ii) revises the terms of the Insider Letter to reflect the transactions contemplated by the Business Combination Agreement, including the issuance of Pubco Ordinary Shares in exchange for the TWOA Ordinary Shares, (iii) amends the terms of the lock-up set forth in the Insider Letter to conform with the lock-up terms in the Lock-Up Agreement described above, and (iv) provides LLP with the ability to enforce prior to the Closing the lock-up and voting provisions of the Insider Letter. TWOA has committed to cause additional shareholders of TWOA to execute the Amendment to Letter Agreement following the signing of the Business Combination Agreement and prior to the Closing.

 

Letter of Transmittal

 

At the Closing, each LLP Shareholder will provide Pubco a duly executed Letter of Transmittal and such other documents as may be reasonably requested, entitling such LLP Shareholder to receive its pro rata share of the Merger Consideration.

 

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Ownership of Pubco Following the Business Combination

 

The following table illustrates varying beneficial ownership levels in Pubco, as well as possible sources and extents of dilution for non-redeeming Public Shareholders, assuming no redemptions by Public Shareholders, interim redemptions (i.e., redemptions of 10% of the currently outstanding Public Shares) by Public Shareholders, and maximum redemptions by Public Shareholders in connection with the Business Combination. The “interim redemptions” scenario assumes that 500,001 Public Shares, or 10% of the currently outstanding Public Shares, are redeemed for aggregate redemption payments of approximately $5.3 million (assuming a redemption price of approximately $10.51 per Public Share, based on funds in the Trust Account as of September 30, 2023) in connection with the Closing. The “maximum redemptions” scenario assumes that 1,014,169 Public Shares are redeemed for aggregate redemption payments of approximately $10.7 million (assuming a redemption price of approximately $10.51 per Public Share, based on funds in the Trust Account as of September 30, 2023), which represents the maximum number of Public Shares that could be redeemed in connection with the Closing. As all of the holders of TWOA’s Founder Shares waived their redemption rights, only redemptions by Public Shareholders are reflected in this presentation. The “interim redemptions” scenario and “maximum redemptions” scenario include all adjustments contained in the “no redemption” scenario and present additional adjustments to reflect the effect of the interim redemptions or maximum redemptions, respectively.

 

   No Redemptions(1)  

%

  

Interim

Redemptions(1)

  

%

  

Maximum

Redemptions(1)

  

%

 
LLP Shareholders    28,600,000      75.7 %    28,600,000     76.8%    28,600,000      77.8 %
TWOA Public Shareholders    5,000,013      13.2 %    4,500,012     12.1%    3,985,844      10.8 %
PIPE Shares    -      - %    -     -%    -      - %
Founder Shares    4,159,375      11.1 %    4,159,375     11.1%    4,159,375      11.4 %
Total Ordinary Shares    37,759,388     100%    37,259,387     100%    36,745,219     100%
Total Pro Forma Book Value(2) (USD in thousands)  $ 292,705         $ 287,450         $ 282,046       
Total Pro Forma Book Value Per Share(2)   $ 7.75         $ 7.71         $ 7.68       

 

(1) See “Unaudited Pro Forma Condensed Combined Financial Information” for pro forma book value (i.e., total assets minus total liabilities) as of September 30, 2023 in the no redemption scenario and maximum redemption scenario. Pro forma book value for the interim redemption scenario is calculated by reducing equity by the respective value of shares redeemed.
(2) Pro forma book value per share is a result of pro forma book value as of September 30, 2023 divided by total ordinary shares estimated in the table above in each redemption scenario.

 

Share ownership and voting power presented under each redemption scenario in the table above are only presented for illustrative purposes. TWOA cannot predict how many Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amount presented above. As such, the ownership percentages of current TWOA shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions.

 

Organizational Structure

 

Structure of TWOA Before the Business Combination

 

The following diagram illustrates the pre-Business Combination organizational structure of TWOA.

 

TWOA Current Structure

 

 

(1) “TWOA Current Insiders” refers to the Sponsor and the current directors and officers and advisors to TWOA.

(2) “TWOA Initial Shareholders” refer to all TWOA’s shareholders immediately prior to its IPO, including the Original Sponsor, and officers and directors at the time of the IPO, to the extent they hold such shares.

 

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Structure of LLP before the Business Combination

 

The following diagram illustrates the pre-Business Combination organizational structure of LLP.

 

 

Structure of Pubco after the Business Combination

 

The following diagram illustrates the structure of Pubco immediately following the Business Combination.

 

Pubco Post-Closing Structure

 

 

For the percentages of ownerships at various redemption scenarios, see the section entitled “Ownership of Pubco Following the Business Combination.

 

Board of Directors and Executive Officers of Pubco after the Business Combination

 

As of the date of this proxy statement/prospectus, the director of Pubco is José Ramón Ramirez. Following the completion of the Business Combination, the total number of directors of Pubco will be increased to up to seven persons. For more information, see the section entitled “Management of Pubco Following the Business Combination.”

 

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Proposal 2: The Cayman Merger Proposal

 

Shareholders are being asked to approve the Cayman Merger Proposal, as shareholder approval of the SPAC Merger and the amendment and restatement of the Current Charter in connection with the SPAC Merger is required under the Current Charter and the Companies Act.

 

For additional information, see the section of this proxy statement/prospectus entitled “Proposal 2: The Cayman Merger Proposal.

 

Proposal 3: The Organizational Documents Proposal

 

The Organizational Documents Proposal is two separate sub-proposals to approve the material differences between the Current Charter and the Proposed Charter.

 

For additional information, see the section of this proxy statement/prospectus entitled “Proposal 3: The Organizational Documents Proposal.

 

Proposal 4: The NYSE Proposal

 

The NYSE proposal is a proposal to approve, for the purposes of complying with the applicable listing rules of NYSE, the issuance of more than 20% of TWOA’s issued and outstanding ordinary shares in connection with subscription agreements to be entered into in connection with the Business Combination.

 

If the NYSE Proposal is adopted,             Class A Ordinary Shares are issuable pursuant to the subscription agreements, which will represent approximately            % of the Class A Ordinary Shares outstanding immediately prior to the Closing, assuming none of TWOA Public Shareholders exercises redemption rights with respect to their public shares.

 

For additional information, see the section of this proxy statement/prospectus entitled “Proposal 4: The NYSE Proposal.

 

Proposal 5: The Incentive Plan Proposal

 

TWOA shareholders are also being asked to approve the Incentive Plan Proposal. For additional information, see the section of this proxy statement/prospectus entitled “Proposal 5: The Incentive Plan Proposal.

 

Proposal 6: The Director Election Proposal

 

TWOA shareholders are also being asked to approve the Director Election Proposal. Upon the consummation of the Business Combination, the Board will consist of seven directors. For additional information, see the section of this proxy statement/prospectus entitled “Proposal 6: The Director Election Proposal.

 

Proposal 7: The Adjournment Proposal

 

The Adjournment Proposal allows the TWOA Board to submit a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or desirable, at the determination of the chairperson of the Extraordinary General Meeting. If the Adjournment Proposal is presented to the Public Shareholders, it will be submitted to consideration and approval by an ordinary resolution. If put forth at the Extraordinary General Meeting, the Adjournment Proposal will be the first and only proposal voted on and the other proposals will not be submitted to the TWOA shareholders for a vote.

 

For additional information, see the section of this proxy statement/prospectus entitled “Proposal 7: The Adjournment Proposal.

 

Date and Time and Place of Extraordinary General Meeting

 

The Extraordinary General Meeting will be held at 10:00 a.m., Eastern Time, on             , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed, at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105 to consider and vote upon the proposals to be submitted to the Extraordinary General Meeting, including if necessary or desirable, the Adjournment Proposal.

 

Attending and Voting at the Extraordinary General Meeting

 

As a registered shareholder, you received a proxy card from Continental. The form contains instructions on attending the Extraordinary General Meeting, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Continental support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

 

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Beneficial investors, who own their investments through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the Extraordinary General Meeting, you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the Extraordinary General Meeting for processing your control number. You can attend the Extraordinary General Meeting at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105.

 

Voting Power; Record Date

 

Public Shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned Ordinary Shares at the close of business on             , 2023, which is the record date for the Extraordinary General Meeting (the “Record Date”). Public Shareholders will have one vote for each Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 10,359,388 Ordinary Shares issued and outstanding, including 5,359,375 Founder Shares.

 

Quorum and Vote of Shareholders

 

A quorum of TWOA’s shareholders is necessary to hold a valid meeting. The holders of at least a majority of the issued and outstanding Ordinary Shares of TWOA, being individuals present in person or by proxy, or if a corporation or other non-natural person by its duly authorized representative or proxy, and entitled to vote at the Extraordinary General Meeting will constitute a quorum. In the absence of a quorum, the Extraordinary General Meeting will automatically be adjourned. As of the Record Date for the Extraordinary General Meeting, 5,179,695 Ordinary Shares would be required to achieve a quorum.

 

The Initial Shareholders and the Sponsor entered into the Insider Letter Agreement, pursuant to which the Initial Shareholders and the Sponsor agreed to vote their Founder Shares, as well as any Public Shares purchased during or after the IPO, in favor of the Business Combination Proposal, the Cayman Merger Proposal and the Organizational Documents Proposal. As of the Record Date and as a result of redemptions in connection with the Extension Meeting, the Initial Shareholders and the Current Insiders collectively own approximately 51.7% of TWOA’s total outstanding Ordinary Shares.

 

The following votes are required for each proposal at the Extraordinary General Meeting:

 

  Business Combination Proposal: The Business Combination Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.
     
  Cayman Merger Proposal: The Cayman Merger Proposal must be approved by a special resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a majority of at least two-thirds (2/3) of such shareholders as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting.
     
  Organizational Documents Proposal: The Organizational Documents Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.
     
  NYSE Proposal: The NYSE Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.
     
  Incentive Plan Proposal: The Incentive Plan Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.
     
  Director Election Proposal: The Director Election Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.
     
  Adjournment Proposal: The Adjournment Proposal, if presented, must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.

 

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Accordingly, other than the shares held by the Initial Shareholders and the Current Insiders, no additional shares would need to be voted in favor of each of the Business Combination Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal to approve such proposals. That being said, the Cayman Merger Proposal must be approved by a majority of not less than two-thirds of such shareholders as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting and accordingly, the Initial Shareholders and the Current Insiders may not have a sufficient number of votes to pass the Cayman Merger Proposal if enough of the TWOA Public Shareholders vote against the Cayman Merger Proposal.

 

With respect to each proposal in this proxy statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

 

If a shareholder fails to return a proxy card or fails to instruct a broker or other nominee how to vote, and does not attend the Extraordinary General Meeting in person, then the shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting.

 

Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on any of the proposals.

 

Redemption Rights

 

Pursuant to the Current Charter, a Public Shareholder may request that TWOA redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

 

  a) hold Public Shares; and
     
  b) prior to 5:00 p.m., Eastern Time, on              , 2023 (two business days prior to the vote at the Extraordinary General Meeting) (i) submit a written request to Continental, TWOA’s transfer agent (the “Transfer Agent”), that TWOA redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

 

Public Shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the Transfer Agent, TWOA will redeem each such Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. As of        , 2023, this would have amounted to approximately $        per Public Share.

 

If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with TWOA’s consent, until the consummation of the Business Combination, or such other date as determined by the TWOA Board. A Public Shareholder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. TWOA will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Extraordinary General Meeting of the Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if such holder wishes to redeem its Public Shares for cash.

 

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares unless the TWOA Board consents. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then, in the absence of the TWOA Board’s consent, any such shares in excess of that 15% limit would not be redeemed for cash.

 

In order for Public Shareholders to exercise their redemption rights in respect of the Business Combination Proposal, Public Shareholders must properly exercise their right to redeem the Public Shares they hold and deliver their share certificates (if any) and other redemption forms (either physically or electronically) to the transfer agent prior to 5:00 p.m., Eastern Time, on               , 2023 (two business days prior to the vote at the Extraordinary General Meeting). Immediately following the consummation of the Business Combination, TWOA will satisfy the exercise of redemption rights by redeeming the Public Shares issued to the Public Shareholders that validly exercised their redemption rights.

 

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Appraisal or Dissenters’ Rights

 

No appraisal or dissenters’ rights are available to TWOA shareholders in connection with the ordinary resolution to approve the Business Combination. However, in respect of the special resolution to approve the Cayman Merger Proposal, under section 238 of the Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a statutory merger. The Companies Act prescribes when shareholder dissenters’ rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, TWOA shareholders are still entitled to exercise the rights of redemption as detailed in this proxy statement/prospectus and the TWOA Board has determined that the redemption proceeds payable to TWOA shareholders who exercise such redemption rights represents the fair value of those shares. Please see the section entitled “Appraisal or Dissenters’ Rights.”

 

Proxy Solicitation

 

Proxies may be solicited by mail, telephone or in person. TWOA has engaged Morrow to assist in the solicitation of proxies.

 

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Extraordinary General Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting — Revoking Your Proxy.”

 

Interests of TWOA’s Directors, Officers and Advisors in the Business Combination

 

In considering the recommendation of the TWOA Board to vote in favor of the Business Combination, Public Shareholders should be aware that, aside from their interests as shareholders, TWOA’s Initial Shareholders, the Sponsor, TWOA’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of TWOA’s other shareholders generally. TWOA’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to TWOA’s shareholders that they approve the Business Combination. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination or to exercise their right of redemption. These interests include:

 

  the fact that the Sponsor and TWOA’s officers, directors, advisors and their affiliates own an aggregate of 3,347,611 Founder Shares which they purchased from the Original Sponsor for an aggregate price of $500,000 and which will be converted into up to 3,347,611 Pubco Ordinary Shares, which will have a significantly higher value at the time of the Business Combination, if it is consummated, and, based on the closing trading price of the Class A Ordinary Shares on          , 2023, which was $          , would have an aggregate value of approximately $           million as of the same date, representing a            % gain on the Sponsor’s investment. The Original Sponsor currently owns 1,906,764 Founder Shares, or 35.6% of the total issued and outstanding Founder Shares or 18.4% of the total issued and outstanding Ordinary Shares of TWOA. If TWOA does not consummate the Business Combination or another initial business combination by January 1, 2024 (unless such date is extended by TWOA’s shareholders), and TWOA is therefore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the effective purchase price of $0.149 per share that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Class A Ordinary Share sold in the IPO, the Sponsor may earn a positive rate of return even if the stock price of Pubco after the Closing falls below the price initially paid for the Class A Ordinary Shares in the IPO and the Public Shareholders experience a negative rate of return following the Closing of the Business Combination;
     
  the fact that if TWOA does not consummate the Business Combination or another initial business combination by January 1, 2024 (unless such date is extended by and with the approval of TWOA’s shareholders), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its directors, dissolving and liquidating, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor will benefit from the completion of an initial business combination and may be incentivized to complete the acquisition of a less favorable target company or on terms less favorable to shareholders rather than to liquidate;
     
  the fact that the Sponsor and the officers and directors of TWOA have waived their right to redeem their Founder Shares and any other Ordinary Shares held by them, or to receive distributions from the Trust Account with respect to the Founder Shares upon TWOA’s liquidation if TWOA is unable to consummate its initial business combination;
     
  the fact that the Sponsor, the Original Sponsor, their affiliates or certain of TWOA’s officers and directors or their affiliates may, but are not obligated to, provide Working Capital Loans to TWOA. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares, at a price of $10.00 per share, of the post Business Combination entity. If TWOA completes a business combination, TWOA will repay the Working Capital Loans out of the proceeds of the Trust Account released to the post-closing company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, TWOA may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of October 31, 2023, approximately $1.47 million of Working Capital Loans was outstanding;
     
  the fact that the Sponsor is entitled to $10,000 per month for office space, secretarial and administrative services until the completion of an initial business combination under the Administrative Services Agreement;

 

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  the fact that unless TWOA consummates an initial business combination, its directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them in connection with the Business Combination (to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account). As of October 31, 2023, directors or officers of TWOA had not incurred any expenses which they expect to be reimbursed at the Closing;
     
  the fact that the Current Charter provides that TWOA renounces any interest or expectancy of TWOA in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for the Investor Group and any of the Investor Group Related Person, on the one hand, and TWOA, on the other, unless such opportunity is expressly offered to such Investor Group Related Person solely in their capacity as an officer or director of the Company and the opportunity is one the Company is permitted to complete on a reasonable basis. Notwithstanding such provision, TWOA believes that such provision did not impact TWOA’s search for a business combination target because TWOA’s officers and directors have confirmed to TWOA that there were no such corporate opportunities that were not presented to TWOA pursuant to such provision;
     
  the fact that pursuant to the Business Combination Agreement, for a period of six years following the consummation of the Business Combination, Pubco (i) is required to maintain provisions in the Proposed Charter providing for the indemnification of TWOA’s existing directors and officers and (ii) may maintain a directors’ and officers’ liability insurance policy that covers TWOA’s existing directors and officers;
     
  the fact that at the Closing, Pubco, TWOA, and the Sponsor will enter into an amendment to the Founder Registration Rights Agreement to, among other things, add Pubco as a party and to reflect the issuance of the Pubco Ordinary Shares to the Sponsor pursuant to the Business Combination;
     
  the fact that TWOA’s officers and directors have not been required to, and have not, committed their full time to TWOA’s affairs, which may have resulted in a conflict of interest in allocating their time between TWOA’s operations and its search for a business combination and their other businesses; and
     
  the anticipated election of Thomas D. Hennessy as a director of Pubco in connection with the consummation of the Business Combination. As such, in the future, such director will receive any cash fees, stock options or stock awards that the Pubco Board determines to pay to such director.

 

At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material nonpublic information regarding TWOA or TWOA’s securities, TWOA’s Initial Shareholders, the Sponsor and LLP and/or their respective affiliates may purchase Ordinary Shares from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Ordinary Shares or vote their shares in favor of the Business Combination Proposal, the Cayman Merger Proposal and the Organizational Documents Proposal, or to withdraw any request for redemption. In such transactions, the purchase price for the Ordinary Shares will not exceed the Redemption Price. In addition, the persons described above will waive redemption rights, if any, with respect to the Ordinary Shares they acquire in such transactions. However, any Ordinary Shares acquired by the persons described above would not vote on the Business Combination Proposal or the Organizational Documents Proposal.

 

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied. This may result in the completion of the Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

 

Entering into any such incentive arrangements may have a depressive effect on the Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Extraordinary General Meeting.

 

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, TWOA will file a Current Report on Form 8-K prior to the Extraordinary General Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of shareholders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Ordinary Shares for which TWOA has received redemption requests.

 

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The existence of financial and personal interests of TWOA’s directors, officers and advisors may result in conflicts of interest, including a conflict between what may be in the best interests of the TWOA and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections of this proxy statement/prospectus entitled “Risk Factors,” “Proposal 1: The Business Combination Proposal — Interests of TWOA’s Directors, Officers and Advisors in the Business Combination” and “Beneficial Ownership of Securities” and “Proposal 1: The Business Combination Proposal — Recommendation of the Board and Reasons for the Business Combination” for more information and other risks.

 

Recommendation of the Board

 

The TWOA Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of TWOA and recommends that TWOA’s shareholders vote “FOR” each of the Business Combination Proposal, the Cayman Merger Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal.

 

United States Federal Income Tax Consequences

 

For a description of the United States federal income tax considerations of an exercise of redemption rights and the Business Combination, please see “Proposal 1: The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.”

 

Anticipated Accounting Treatment

 

For a discussion summarizing the anticipated accounting treatment of the Business Combination, please see “Proposal 1: The Business Combination Proposal — Anticipated Accounting Treatment.Holders of Ordinary Shares are urged to consult their tax advisors to determine the tax consequences to them (including the application and effect of any foreign state, local or other income and other tax laws) of the Business Combination, and prospective holders of Pubco Ordinary Shares are urged to consult their tax advisors to determine the tax consequences to them (including the application and effect of any foreign state, local or other income and other tax laws) of the ownership and disposition of Pubco Ordinary Shares.

 

The Business Combination is accounted for as a capital reorganization in accordance with IFRS. For purposes of the Business Combination, TWOA will be treated as the “acquired” company for financial reporting purposes and for accounting purposes will be treated as an acquisition of assets. This determination was primarily based on the following factors: 1) LLP’s operations substantially comprising the ongoing operations of Pubco after the Business Combination, 2) LLP’s ability to elect or appoint the majority of the governing body of Pubco, and 3) LLP’s senior management will be the senior management of Pubco. Accordingly, the net assets of LLP will be stated at historical costs, with no goodwill or other intangible assets recorded. The deemed costs of the shares issued by LLP represents the fair value of the shares that the Pubco would have had to issue for the ratio of ownership interest in the entity. Since TWOA does not meet the definition of a business in accordance with IFRS 3, Business Combinations, the transaction is accounted for within the scope of IFRS 2, Share-based payment. Any excess of fair value of Pubco shares issued over the fair value of TWOA’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

 

Regulatory Matters

 

The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any additional regulatory requirement or approval, except for filings required with the SEC pursuant to the reporting requirements applicable to TWOA, the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate this proxy statement/prospectus to TWOA’s shareholders, and any filings and approvals that may be required by the Superintendencia Finanicera de Colombia (SFC) due to LLP’s status as an entity under the supervision of the SFC.

 

Listing of Pubco Ordinary Shares on the NYSE

 

The Pubco Ordinary Shares currently are not traded on a stock exchange. Pubco intends to apply to list the Pubco Ordinary Shares on the NYSE under the symbol “LLP.” In connection thereto, TWOA’s Class A Ordinary Shares will be delisted. We cannot assure you that the Pubco Ordinary Shares will be approved for listing on the NYSE.

 

Emerging Growth Company; Foreign Private Issuer

 

Pubco is an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Pubco will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the Closing of the Business Combination, (b) in which Pubco has total annual gross revenue of at least $1.235 billion or (c) in which Pubco is deemed to be a large accelerated filer, which means the market value of Pubco Ordinary Shares held by non-affiliates is at least $700 million as of the last business day of Pubco’s prior second fiscal quarter, and (ii) the date on which Pubco issued more than $1.0 billion in non-convertible debt during the prior three-year period. Pubco intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that Pubco’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation. The JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in the Securities Act for complying with new or revised accounting standards.

 

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As a “foreign private issuer,” Pubco will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that Pubco must disclose differ from those governing U.S. corporations pursuant to the Exchange Act. Pubco will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition, as a “foreign private issuer,” Pubco’s officers and directors and holders of more than 10% of the issued and outstanding Pubco Ordinary Shares, will be exempt from the rules under the Exchange Act requiring insiders to report purchases and sales of ordinary shares as well as from Section 16 short swing profit reporting and liability. As a result of its status as a “foreign private issuer”, among other things, Pubco is not required to have:

 

  a majority of the board of directors consisting of independent directors;
     
  a compensation committee consisting of independent directors;
     
  a nominating committee consisting of independent directors; or
     
  regularly scheduled executive sessions with only independent directors each year.

 

Accordingly, Pubco’s shareholders may not receive the same protections afforded to shareholders of companies that are subject to all of NYSE’s corporate governance requirements. Pubco would cease to be a foreign private issuer at such time as more than 50% of its outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of Pubco’s executive officers or directors are U.S. citizens or residents, (ii) more than 50% of its assets are located in the United States or (iii) its business is administered principally in the United States. In addition, Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements. Foreign private issuers, similar to emerging growth companies, are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if Pubco no longer qualifies as an emerging growth company but remains a foreign private issuer, it will continue to be exempt from the more stringent compensation disclosures required of public companies that are neither an emerging growth company nor a foreign private issuer. For further details, see “Risk Factors – Risks Relating to Pubco’s Business and Operations Following the Business Combination with LLP – As a “foreign private issuer” under the rules and regulations of the SEC, Pubco is permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules and is permitted to follow certain home-country corporate governance practices in lieu of certain NYSE requirements applicable to U.S. issuers.” If at any time Pubco ceases to be a foreign private issuer, it will take all action necessary to comply with the applicable rules of the SEC and the NYSE.

 

However, upon consummation of the Business Combination, we believe that Pubco’s established practices in the area of corporate governance will be in line with the spirit of the NYSE standards and provide adequate protection to our shareholders. We do not expect that there will be any significant differences between Pubco’s corporate governance practices and the NYSE standards applicable to listed U.S. companies.

 

Comparison of the Rights of Holders of Ordinary Shares

 

Until the consummation of the Business Combination, Cayman Islands law and the Current Charter will continue to govern the rights of TWOA shareholders. After consummation of the Business Combination, Cayman Islands law and the Proposed Charter will govern the rights of Pubco shareholders. There are certain differences in the rights of TWOA shareholders prior to the Business Combination and the rights of Pubco shareholders after the Business Combination. Please see the section entitled “Comparison of the Rights of Holders of Ordinary Shares.” In addition, please see Annex C for the form of Proposed Charter to be adopted in connection with the closing of the Business Combination.

 

Risk Factors Summary

 

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 50. Such risks include, but are not limited to, the following risks with respect to Pubco subsequent to the Business Combination:

 

  The success of LLP’s business depends on general economic conditions and prevailing conditions in the industrial and logistics real estate industry. Accordingly, any economic slowdown or downturn in real estate asset values or leasing activity may have a material adverse effect on LLP’s business, financial condition, results of operations and prospects.
     
  The volatility of the financial markets may adversely affect our financial condition and/or results of operations.
     
  Real estate investments are not as liquid as certain other types of assets, which may adversely affect LLP’s financial conditions and results of operations.
     
  LLP may not be successful in executing on its growth strategy if it is unable to make acquisitions of land or properties.
     
  LLP is dependent on its tenants for a substantial portion of its revenues and its business may be materially and adversely affected if a significant number of its tenants, or any of its major tenants, were to default on their obligations under their leases.
     
  LLP derives a significant portion of its rental income from a limited number of customers.
     
  LLP’s clients operate in certain specific industrial sectors in Colombia, Costa Rica and Peru, and its business may be adversely affected by an economic downturn in any of those sectors.
     
  An increase in competition could lead to lower occupancy rates and rental income and could result in fewer investment opportunities for LLP.
     
  LLP is dependent on its ability to raise capital through financial markets, divestitures or other sources to meet its future growth expectations.
     
  LLP’s levels of indebtedness may affect its cash flows and expose its properties to the risk of foreclosure.
     
  The agreements governing our existing indebtedness include financial and other covenants that impose limitations on our ability to pursue certain business opportunities or to take certain actions.
     
  LLP has previously breached covenants under its loan agreements and obtained waivers for such breaches. If LLP is unable to comply with its debt covenants in the future, it may continue to seek waivers from applicable lenders, which may not be granted.
     
  LLP’s tenants may default on their obligation to maintain insurance coverage, which may expose LLP to liability for losses not covered under LLP’s insurance policies.
     
  LLP’s leases may include certain provisions that may prove unenforceable.
     
  The value of LLP’s assets may suffer impairment losses that may adversely affect its results of operations.

 

38
 

 

  LLP is subject to risks related to the development of new properties, including due to an increase in construction costs and supply chain issues.
     
  LLP may fail to maintain, obtain or renew or may experience material delays in obtaining requisite governmental or other approvals, licenses and permits for the conduct of its business.
     
  LLP’s real estate assets may be subject to eminent domain and dispossession by the governments of the countries in which it operates for reasons of public interest and other reasons.
     
  LLP may acquire properties and companies that involve risks that could adversely affect its business and financial condition.
     
  Delays or an increase in costs in the construction of new buildings or improvements could have an adverse effect on LLP’s business, financial condition, results of operations and prospects, including due to supply chain issues.
     
  LLP may be subject to claims for construction defects or other similar actions in connection with LLP’s lease management business.
     
  LLP is dependent on key personnel. The loss of one or more members of LLP’s management team, including the Chief Executive Officer, could have a material adverse effect on LLP’s operations.
     
  LLP is focused on a single business segment. Any negative impact on the industrial real estate industry could have a material adverse effect on LLP’s business, financial condition, results of operations and prospects.
     
  Increases in the prices of energy, raw materials, equipment or wages, including due to inflation, could increase LLP’s development and operating costs.
     
  LLP’s business and operations could suffer in the event of system failures or cyber security attacks.
     
  LLP has identified material weaknesses in its internal controls.
     
  Complications in relationships with local communities may adversely affect LLP’s business continuity, reputation, liquidity, and results of operations.
  LLP’s hedging of foreign currency and interest rate risk may not effectively limit LLP’s exposure to these risks.
     
  LLP’s operations are subject to foreign exchange fluctuations.
     
  LLP’s business is subject to fluctuations in interest rates.
     
  LLP is subject to laws, ordinances and regulations in the various jurisdictions in which it operates.

 

39
 

 

MARKET PRICE AND DIVIDEND INFORMATION

 

Pubco

 

Market Price

 

Historical market price information regarding Pubco is not provided because, as of the date of this proxy statement/prospectus, there is no public market for the Pubco Ordinary Shares.

 

Dividend Policy

 

Pubco has not paid any cash dividends on the Pubco Ordinary Shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon Pubco’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Pubco Board in accordance with the Proposed Charter. However, Pubco does not anticipate paying any dividends on the Pubco Ordinary Shares for the foreseeable future.

 

TWOA

 

Market Price

 

The Class A Ordinary Shares are traded on the NYSE under the symbol “TWOA.”

 

The Class A Ordinary Shares commenced public trading on April 1, 2021. The closing price for the Class A Ordinary Shares was $          on           , 2023, the last trading day before announcement of the execution of the Business Combination Agreement. As of the Record Date, the closing price for the Class A Ordinary Shares was $           .

 

Holders

 

As of the close of business on the Record Date, there were outstanding 10,359,388 Ordinary Shares (including 5,359,375 Founder Shares) and there were                holders of record of Ordinary Shares. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Ordinary Shares are held of record by banks, brokers and other financial institutions.

 

Dividend Policy

 

TWOA has not paid any cash dividends on its Class A Ordinary Shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination.

 

LLP

 

Market Price

 

Historical market price information regarding LLP is not provided because, as of the date of this proxy statement/prospectus, there is no public market for the LLP Ordinary Shares.

 

Dividend Policy

 

LLP has not paid any cash dividends on its Ordinary Shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination.

 

40
 

 

SUMMARY HISTORICAL FINANCIAL INFORMATION OF TWOA

 

The following tables present TWOA’s summary financial information and operating data as of the dates and for each of the periods indicated. The balance sheets as of December 31, 2022 and 2021 and as of September 30, 2023, and the statements of operations for the years ended December 31, 2022 and 2021 and for the three and nine-month periods ended September 30, 2023 are derived from TWOA’s financial statements appearing elsewhere in this proxy statement/prospectus, which were prepared in accordance with U.S. GAAP. This information should be read in conjunction with, and is qualified in its entirety by reference to, TWOA’s financial statements, including the notes thereto, and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of TWOA” included elsewhere in this proxy statement/prospectus. TWOA’s historical results are not necessarily indicative of the results to be expected for any other period in the future.

 

Summary of Operations Data:

 

  

For The Three

Months Ended

September 30, 2023

  

For The Nine

Months Ended

September 30, 2023

  

For The

Year Ended

December 31, 2022

  

For The

Period from January 15, 2021 (Inception) Through

December 31, 2021

 
                 
General and administrative expenses    1,226,623      1,997,135    $1,237,924   $688,440 
Administrative expenses – related party   30,000     90,000     120,000    90,000 
Loss from operations    (1,256,623 )    (2,087,135 )   (1,357,924)   (778,440)
Gain on marketable securities (net), dividends and interest, held in Trust Account    613,147      3,538,411     2,855,147    35,557 
Income (loss) before taxes    (643,476 )    1,451,276     1,497,223    (742,883)
Income tax expense   -    -    -    - 
Net income (loss)    (643,476 )    1,451,276    $1,497,223   $(742,883)
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted   5,000,013     10,418,965     22,062,805    17,238,244 
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption    0.06      0.09    $0.05   $(0.03)
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted   5,359,375    5,359,375    5,359,375    5,198,616 
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares    0.06      0.09    $0.05   $(0.03)

 

41
 

 

Balance Sheet Data:

 

  

As of September 30,

   As of December 31, 
   2023   2022   2021 
   (unaudited)    
ASSETS               
Current assets:               
Cash  $ 41,849    $336,252   $983,362 
Prepaid expenses    139,796     86,399    412,025 
Total current assets    181,645     422,651    1,395,387 
Marketable securities held in Trust Account    52,567,347     217,265,704    214,410,557 
Total Assets  $ 52,748,992    $217,688,355   $215,805,944 
                
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT               
Current liabilities:               
Accounts payable  $ 281,916    $1,991   $163,300 
Accrued expenses    955,886     608,096    61,599 
Note payable-related party    1,218,414     -    - 
Total current liabilities    2,456,216     610,087    224,899 
Deferred underwriting commissions   -    7,503,125    7,503,125 
Total liabilities  $ 2,456,216    $ 8,113,212   $ 7,728,024 
                
Commitments and Contingencies   -    -    - 
                
Class A ordinary shares subject to possible redemption, $0.0001 par value; 5,000,013, 21,437,500, and 21,437,500 shares at $10.49, $10.13, and $10.00 per share at September 30, 2023, December 31, 2022, and December 31, 2021 respectively    52,467,347     217,165,704    214,375,000 
                
Shareholders’ deficit               
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding   -    -    - 
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; nil, nil, and 628,750 shares issued or outstanding at September 30, 2023, December 31, 2022 and December 31, 2021, respectively (excluding 5,000,013, 21,437,500, and 21,437,500 shares subject to possible redemption at September 30, 2023, December 31, 2022, and December 31, 2021, respectively)   -    -    63 
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 5,359,375 shares issued and outstanding   536    536    536 
Additional paid-in capital   -    -    - 
Accumulated deficit    (2,175,107 )   (7,591,097)   (6,297,679)
Total shareholders’ deficit    (2,174,571 )   (7,590,561)   (6,297,080)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit  $ 52,748,992    $217,688,355   $215,805,944 

 

42
 

 

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF LLP

 

The following tables present LLP’s summary consolidated financial information and operating data as of the dates and for each of the periods indicated. The consolidated statement of financial position data as of September 30, 2023, and December 31, 2022 and 2021, and the consolidated statement of profit or loss and other comprehensive income (loss) data for the nine month periods ended September 30, 2023 and 2022, and for the years ended December 31, 2022 and 2021 are derived from LLP’s financial statements appearing elsewhere in this proxy statement/prospectus, which were prepared in accordance with IFRS, as issued by the IASB.

 

The financial information in this proxy statement/prospectus has been prepared in accordance with IFRS, which differs in certain significant respects from U.S. GAAP. This information should be read in conjunction with, and is qualified in its entirety by reference to, LLP’s consolidated financial statements, including the notes thereto, and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LLP” included elsewhere in this proxy statement/prospectus. LLP’s historical results are not necessarily indicative of the results to be expected for any other period in the future.

 

Summary of Profit or Loss and Other Comprehensive Income (Loss) Data

 

(in USD)  For the nine months ended
September 30,
    For the years ended
December 31,
 
   2023     2022     2022   2021 
                     
REVENUES:                          
Rental revenue  $ 27,793,027     $ 23,571,135     $31,890,569   $25,553,931 
Other    74,916       97,303      92,998    42,142 
Total revenues    27,867,943       23,668,438      31,983,567    25,596,073 
                           
Investment property operating expense    (4,032,138 )     (3,901,944 )    (5,407,439)   (4,087,365)
General and administrative    (4,834,222 )     (3,950,419 )    (4,609,195)   (5,394,201)
Investment property valuation gain    21,688,490       9,689,406      3,525,692    12,610,127 
Interest income from affiliates    474,338       401,522      561,372    424,838 
Financing costs    (23,283,779 )     (7,077,622 )    (11,766,726)   (9,799,558)
Net foreign currency gain (loss)    243,367       146,939      299,762    (707,570)
Gain (loss) on sale of investment properties          87,976      (398,247)    
Gain on sale of asset held for sale     1,022,853                 
Other income    131,213       67,803      100,127    151,391 
Other expenses    (3,483,718 )     (334,861 )    (611,173)   (1,367,647)
PROFIT BEFORE TAXES    15,794,347       18,797,238      13,677,740    17,426,088 
INCOME TAX (EXPENSE) BENEFIT     (6,632,916 )     (4,752,535 )    (2,236,507)   (8,756,703)
PROFIT FOR THE PERIOD  $ 9,161,431     $ 14,044,703     $11,441,233   $8,669,385 
                           
OTHER COMPREHENSIVE INCOME (LOSS):                           
Items that may be reclassified subsequently to profit or loss:                          
Translation gain (loss) from functional currency to reporting currency    12,277,835       (9,540,932 )    (13,533,732)   (12,522,802)
Total comprehensive income (loss) for the period  $ 21,439,266     $ 4,503,771     $(2,092,499)  $(3,853,417)
                           
PROFIT FOR THE PERIOD ATTRIBUTABLE TO:                          
Owners of the Group    4,959,776       11,652,782      8,028,610    4,126,505 
Non-controlling interests    4,201,655       2,391,921      3,412,623    4,542,880 
Total  $ 9,161,431     $ 14,044,703     $11,441,233   $8,669,385 
                           
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO:                          
Owners of the Group    17,237,610       2,111,850      (5,505,122)   (8,396,297)
Non-controlling interests    4,201,656       2,391,921      3,412,623    4,542,880 
Total  $ 21,439,266     $ 4,503,771     $(2,092,499)  $(3,853,417)

 

43
 

 

Summary of Financial Position Data

 

(in USD)  As of
September 30,
   As of
December 31,
 
   2023   2022   2021 
             
ASSETS               
CURRENT ASSETS:               
Cash and cash equivalents  $ 11,658,044    $14,988,112   $17,360,353 
Due from affiliates    9,273,282     8,798,945     
Lease and other receivables, net    2,988,263     2,516,525    1,934,648 
Asset held for sale    17,801,991     2,977,147    2,977,147 
Prepaid construction costs    1,750,708     2,317,383    5,140,732 
Other current assets    3,002,799     1,708,313    2,169,363 
Total current assets    46,475,087     33,306,425    29,582,243 
                
NON—CURRENT ASSETS:               
Investment properties    494,917,388     449,036,633    428,275,741 
Tenant notes receivables - long term, net    6,202,416     6,796,584    3,250,848 
Due from affiliates - long term           6,137,573 
Restricted cash equivalents    1,303,136     3,252,897    3,929,870 
Property and equipment, net    367,555     427,719    502,744 
Deferred tax asset    162,493     239,281    686,314 
Other non-current assets    4,929,971     4,559,330    5,420,872 
Total non-current assets    507,882,959     464,312,444    448,203,962 
                
TOTAL ASSETS  $ 554,358,046    $497,618,869   $477,786,205 
                
LIABILITIES AND SHAREHOLDERS’ EQUITY               
CURRENT LIABILITIES:               
Accounts payable and accrued expenses  $ 9,827,152    $8,591,922   $9,113,837 
Deposits for the sale of assets       2,400,000    1,200,000 
Income tax payable    665,462     663,703    124,472 
Retainage payable    1,655,782     3,001,433    2,926,703 
Long term debt - current portion    10,542,849     110,943,460    23,547,197 
Liabilities related to asset held for sale     8,345,189       —       —   
Other current liabilities    666,420      54,983    106,778 
Total current liabilities    31,702,854     125,655,501    37,018,987 
                
NON—CURRENT LIABILITIES:               
Long term debt    224,145,449     98,383,315    165,171,917 
Deferred tax liability    40,072,680     37,215,884    36,659,475 
Security deposits    1,790,554     1,706,959    1,360,501 
Other non-current liabilities    3,163,710     590,740    48,553 
Total non-current liabilities    269,172,393     137,896,898    203,240,446 
                
TOTAL LIABILITIES    300,875,247     263,552,399    240,259,433 
                
EQUITY:               
Common share capital    168,142,740     168,142,740    168,142,740 
Retained earnings    69,699,088     64,739,312    56,710,702 
Foreign currency translation reserve    (19,790,212 )    (32,068,047)   (18,534,315)
Equity attributable to owners of the Group    218,051,616     200,814,005    206,319,127 
Non-controlling interests    35,431,183     33,252,465    31,207,645 
Total equity    253,482,799     234,066,470    237,526,772 
                
TOTAL LIABILITIES AND EQUITY  $ 554,358,046    $497,618,869   $477,786,205 

 

44
 

 

Non-IFRS Financial Measures and Other Measures and Reconciliations

 

In addition to LLP’s financial results reported in accordance with IFRS, it also reports Adjusted EBITDA, NOI, Same Property NOI, Cash NOI, Same Property Cash NOI, FFO, Adjusted FFO, Net Debt to Adjusted EBITDA, and Net Debt to Investment Properties, all of which are non-IFRS measures. LLP’s management believes these measures are useful to investors as they provide additional insight into how LLP assesses its performance and financial position. These non-IFRS financial measures should not be considered as a substitute for, or superior to, similar financial measures calculated in accordance with IFRS. These non-IFRS financial measures may differ from the calculations of other companies and, as a result, may not be comparable to similarly titled measures presented by other companies.

 

Use of Constant Currency

 

As exchange rates are an important factor in understanding period-to-period comparisons, we believe the presentation of certain financial metrics and results on a constant currency basis in addition to the IFRS reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. Constant currency information is non-IFRS financial information that compares results between periods as if exchange rates had remained constant period-over-period. We use results on a constant currency basis as one measure to evaluate our performance. We currently present Same Property NOI and Same Property Cash NOI on a constant currency basis. We calculate constant currency by calculating prior period-end results using current-period foreign currency exchange rates. We generally refer to such amounts calculated on a constant currency basis as excluding the impact of foreign exchange. These results should be considered in addition to, not as a substitute for, results reported in accordance with IFRS. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with IFRS.

 

Reconciliations of non-IFRS Measures

 

Adjusted EBITDA – LLP defines Adjusted EBITDA as profit for the period adjusted by (a) interest income from affiliates, (b) income tax expense, (c) depreciation and amortization, (d) investment property valuation gain, (e) financing costs, (f) net foreign currency gain or loss, (g) other income, (h) gain or loss on sale of investment properties, (i) gain on disposition of asset held for sale and (j) other expenses. Management uses Adjusted EBITDA to measure and evaluate the operating performance of LLP’s business, which consists of developing, leasing and managing industrial properties, before LLP’s cost of capital and income tax expense. Adjusted EBITDA is a measure commonly used in LLP’s industry, and it presents Adjusted EBITDA to supplement investor understanding of its operating performance. LLP’s management believes that Adjusted EBITDA provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and fair value adjustments of LLP’s assets. The table below includes reconciliations of Adjusted EBITDA to the most directly comparable IFRS measure, profit for the respective period:

 

   For the nine months ended
September 30,
    For the years ended
December 31,
 
(USD in thousands)  2023     2022     2022   2021 
PROFIT FOR THE PERIOD  $ 9,161     $ 14,045     $11,441   $8,669 
Interest income from affiliates    (474 )    

(402

)    (561)   (425)
Income tax expense    

6,633

      4,753      2,237    8,757 
Depreciation and amortization (1)    124      

174

     228    237 
Investment property valuation gain    (21,688 )     (9,689 )    (3,526)   (12,610)
Financing costs    23,284       7,078      11,767    9,800 
Net foreign currency (gain) loss   

(243

)     (147 )    (300)   708 
Other income (2)    (131 )    

(68

)    (100)   (151)
(Gain) loss on sale of investment properties    -       (88 )    398    - 
Gain on disposition of asset held for sale     (1,023 )    

-

     

-

    

-

 
Other expenses (3)   

3,484

      335      611    1,368 
ADJUSTED EBITDA  $ 19,127     $

15,991

    $22,195   $16,353 

 

(1) Depreciation and amortization includes amortization of right-of-use assets. The amounts are included within general and administrative expense in the consolidated statement of profit or loss.
(2) Other income included interest income on certificates of deposit of $0.1 million for the nine months ended September 30, 2023 and 2022, and less than $0.1 million for the years ended December 31, 2022 and 2021.
(3) Other expenses included transaction-related costs of $3.4 million and $0.3 million for the nine months ended September 30, 2023 and 2022, respectively, and $0.3 million and $1.4 million for the years ended December 31, 2022 and 2021, respectively. This also included a loss on disposition of fixed assets of $0.1 million and less than $0.1 million for the nine months ended September 30, 2023 and 2022, respectively, and less than $0.1 million for the year ended December 31, 2022. Additionally, other expenses also included legal provision expense of $0.3 million for the year ended December 31, 2022.

 

45
 

 

Net Operating Income, or NOI – LLP defines NOI as profit for the period adjusted by (a) other revenue (which primarily relates to development fee revenue), (b) general and administrative expenses, (c) investment property valuation gain, (d) interest income from affiliates, (e) financing costs, (f) net foreign currency gain or loss, (g) other income, (h) gain or loss on sale of investment properties, (i) gain on disposition of asset held for sale, (j) other expenses, and (k) income tax expense. NOI, Same Property NOI, Cash NOI, and Same Property Cash NOI are supplemental industry reporting measures used to evaluate the performance of LLP’s investments in real estate assets and its operating results. Same Properties refers to properties that LLP has owned and that have been operating for the entirety of the applicable period and the comparable period. LLP’s management believes that these metrics are useful for investors as performance measures and that they provide useful information regarding LLP’s results of operations because, when compared across periods, they reflect the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unlevered basis, providing perspectives that may not be immediately apparent from a review of LLP’s financial statements.

 

LLP defines Same Property NOI as NOI less non same-property NOI and adjusted for constant currency. LLP evaluates the performance of the properties it owns using a Same Property NOI, and LLP’s management believes that Same Property NOI is helpful to investors and management as a supplemental performance measure because it includes the operating performance from the population of properties that is consistent from period-to-period, thereby eliminating the effects of changes in the composition of LLP’s portfolio on performance. When used in conjunction with IFRS financial measures, Same Property NOI is a supplemental measure of operating performance that LLP’s management believes is a useful measure to evaluate the performance and profitability of LLP investment properties. Additionally, Same Property NOI is a key metric used internally by LLP’s management to develop internal budgets and forecasts, as well as to assess the performance of LLP’s investment properties relative to budget and against prior periods. LLP’s management believes presentation of Same Property NOI provides investors with a supplemental view of LLP’s operating performance that can provide meaningful insights to the underlying operating performance of LLP’s investment properties, as these measures depict the operating results that directly result from LLP’s investment properties, is consistent period-over-period, and excludes items that may not be indicative of, or are unrelated to, the ongoing operations of the properties.

 

LLP defines Cash NOI as NOI adjusted for straight-line rental revenue during the relevant period. LLP defines Same Property Cash NOI as Cash NOI less non same-property cash NOI and adjusted for constant currency. The same property population for a given period includes the operating properties that were owned during the entirety of that period and the corresponding prior year period. Properties developed or acquired are excluded from the same property population until they are held in the operating portfolio for the entirety of both such periods, and properties that sold during such periods are also excluded from the same property population. As of September 30, 2023, December 31, 2022 and 2021, the same property population consisted of 22, 17, and 15, buildings aggregating approximately 64%, 42%, and 43%, of LLP’s total square feet owned during such period, respectively.

 

46
 

 

The table below reconciles these measures to the most directly comparable IFRS financial measure, profit for the period:

 

 

  

For the nine months ended

September 30,

    For the years ended
December 31,
 
(USD in thousands)  2023     2022     2022   2021 
PROFIT FOR THE PERIOD  $ 9,161     $ 14,045     $11,441   $8,669 
Other revenue    (75 )     (97 )    (93)   (42)
General and administrative    4,834       3,950      4,609    5,394 
Investment property valuation gain    (21,688 )     (9,689 )    (3,526)   (12,610)
Interest income from affiliates    (474 )     (402 )    (561)   (425)
Financing costs    23,284       7,078      11,767    9,800 
Net foreign currency loss (gain)    (243 )     (147 )    (300)   708 
Other income (1)    (131 )     (68 )    (100)   (151)
(Gain) loss on sale of investment property     -       (88 )    398    - 
Gain on disposition of asset held for sale     (1,023 )     -       -       -  
Other expenses (2)     3,484       335      611    1,367 
Income tax expense (benefit)    6,633       4,753      2,237    8,757 
NOI  $ 23,762     $ 19,670     $26,483   $21,467 
Gain on impact of foreign currency translation     (254 )     (151 )    (141)   (72)
Non Same-Property NOI    7,874       8,326      11,628    8,941 
SAME-PROPERTY NOI  $ 15,634     $ 11,193     $14,714   $12,454 
                           
NOI  $ 23,762     $ 19,670     $26,483   $21,467 
Straight-line rental revenue(3)     (1,316 )     (1,968 )    (2,423)   (1,984)
CASH NOI  $ 22,446     $ 17,702     $24,060   $19,483 
Constant currency impact    

-

    85     -     7 
Less: Non Same-Property Cash NOI    5,858       2,284       9,651     5,526 
SAME-PROPERTY CASH NOI  $ 16,588     $ 15,503     $14,409   $13,964 

 

(1)

Other income included interest income on certificates of deposit of $0.1 million for the nine months ended September 30, 2023 and 2022, and less than $0.1 million for the years ended December 31, 2022 and 2021.

(2)

Other expenses included transaction-related costs of $3.4 million and $0.3 million for the nine months ended September 30, 2023 and 2022, respectively, and $0.3 million and $1.4 million for the years ended December 31, 2022 and 2021, respectively. This also included a loss on disposition of fixed assets of $0.1 million and less than $0.1 million for the nine months ended September 30, 2023 and 2022, respectively, and less than $0.1 million for the year ended December 31, 2022. Additionally, other expenses also included legal provision expense of $0.3 million for the year ended December 31, 2022.

(3) Excluded a one-time write-off of straight-line rent of $1.6 million due to a lease termination during the nine months ended September 30, 2023.

 

Funds From Operations, or FFO (as defined by LLP) – LLP defines FFO as profit for the period, excluding investment property valuation gain, gain or loss on sale of investment properties, gain on sale of asset held for sale, depreciation and amortization, non-cash financing costs, interest income from affiliates, and unrealized foreign currency gain or loss. LLP defines Adjusted FFO as FFO less realized foreign currency gain or loss and straight-line rental revenue. LLP uses FFO and Adjusted FFO to help analyze the operating results of LLP’s assets and operations. LLP’s management believes that FFO is useful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, as well as certain noncash items, but which do not directly relate to LLP’s ongoing business operations or cash flow generation. LLP’s management believes FFO can facilitate comparisons of operating performance between periods, while also providing an indication of future earnings potential. However, since FFO does not capture the level of capital expenditures or maintenance and improvements required to sustain the operating performance of properties, which has a material economic impact on operating results, LLP’s management believes the usefulness of FFO as a measure of performance may be limited. LLP’s computation of FFO may not be comparable to FFO measures reported by other real estate companies that define or interpret the FFO definition differently. The table below includes reconciliations of FFO and Adjusted FFO to the most directly comparable IFRS financial measure, profit, for the respective periods:

 

    For the nine months ended September 30,     For the years ended
December 31,
 
(USD in thousands)   2023     2022     2022     2021  
PROFIT FOR THE PERIOD   $ 9,161     $ 14,045     $ 11,441     $ 8,669  
Investment property valuation gain     (21,688 )     (9,689 )     (3,526 )     (12,610 )
Loss (gain) on sale of investment property     -       (88 )     398       -  
Gain on disposition of asset held for sale     (1,023 )     -       -       -  
Depreciation and amortization (1)     80       95       124       140  
Non-cash financing costs (2)     4,357       (2,718 )     (1,563 )     991  
Interest income from affiliates     (474 )     (402 )     (561 )     (425 )
Unrealized foreign currency loss (gain) (3)     (254 )     (151 )     (325 )     303  
FFO   $ (9,841 )   $ 1,092     $ 5,988     $ (2,932 )
Realized foreign currency (3)     11       4       25       405  
Straight-line rental revenue(4)     (1,316     (1,968 )     (2,423 )     (1,984 )
ADJUSTED FFO   $ (11,146 )   $ (872 )   $ 3,590     $ (4,511 )

 

(1) Included within general and administrative expense in the consolidated statement of profit or loss.
(2) Included within financing costs in the consolidated statement of profit or loss and reflects debt extinguishment or modification gain or loss, amortization of debt issuance cost and accrued interest.
(3) Included within net foreign currency gain (loss) in the consolidated statement of profit or loss.
(4) Excluded a one-time write-off of straight-line rent of $1.6 million due to a lease termination during the nine months ended September 30, 2023.

 

47
 

 

Net Debt — Net Debt is defined as LLP’s total debt (defined as long term debt plus long-term debt—current portion) less cash and cash equivalents. Net Debt to Adjusted EBITDA represents Net Debt divided by Adjusted EBITDA. LLP’s management believes that this ratio is useful because it provides investors with information on LLP’s ability to repay debt, compared to LLP’s performance as measured using Adjusted EBITDA. Net Debt to Investment Properties represents Net Debt divided by Investment Properties (end of period value). LLP believes that this ratio is useful because it shows the degree in which Net Debt has been used to finance LLP’s assets. The table below includes reconciliations of Net Debt to the most directly comparable IFRS financial measures:

 

   As of
September 30,
   As of
December 31,
 
(USD in thousands except for ratio data)  2023   2022   2021 
Long term debt  $ 224,145    $98,383   $165,172 
Long term debt—current portion    10,543     110,943    23,547 
Cash and equivalents(1)   

(12,961

)    (18,241)   (21,290)
Net debt  $ 221,727    $191,085   $167,429 
Net Debt to Adjusted EBITDA    11.6x     8.6x   10.2x
Net Debt to Investment Properties (end of period value)     45 %    43%   39%

 

(1) Includes $1.2 million, $3.2 million, and $3.9 million of restricted cash associated with the total debt as of September 30, 2023, December 31, 2022, and 2021, respectively.

 

The following table presents a summary of LLP’s non-IFRS measures for the nine months ended September 30, 2023 and 2022, and for the years ended December 31, 2022 and 2021:

 

    For the nine months ended September 30,     For the years ended
December 31,
 
(USD in thousands except for ratio data)   2023     2022     2022     2021  
Adjusted EBITDA   $ 19,127     $ 15,991     $ 22,195     $ 16,353  
NOI     23,762       19,670       26,483       21,467  
Same Property NOI     15,634       11,193       14,714       12,454  
Cash NOI     22,446       17,702       24,060       19,483  
Same Property Cash NOI     16,588       15,503       14,409       13,964  
FFO     (9,841 )     1,092       5,988       (2,932 )
Adjusted FFO     (11,146 )     (872 )     3,590       (4,511 )
Net Debt (end of period value) to Adjusted EBITDA     11.6x       14.2x       8.6x       10.2x  
Net Debt to Investment Properties (end of period value)     45 %     52 %     43 %     39 %

 

 

48
 

 

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transaction contemplated by the Business Combination Agreement. The Business Combination will be accounted for as a capital reorganization in accordance with IFRS as issued by the IASB. For purposes of the Business Combination, TWOA will be treated as the “acquired” company for financial reporting purposes and for accounting purposes will be treated as an acquisition of assets. Since TWOA does not meet the definition of a business in accordance with IFRS 3, Business Combinations, the transaction is accounted for within the scope of IFRS 2, Share-based payment. Any excess of fair value of Pubco shares issued over the fair value of TWOA’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

 

The summary unaudited pro forma condensed combined statement of financial position as of September 30, 2023 gives effect to the Business Combination as if it had occurred on September 30, 2023. The summary unaudited pro forma condensed combined statements of profit or loss gives effect to the Business Combination as if it had occurred on January 1, 2022, the beginning of the earliest period presented.

 

The summary pro forma information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements of TWOA and related notes and the historical consolidated financial statements of LLP and related notes included in this proxy statement/prospectus.

 

The summary pro forma information has been presented for informational purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of the combined company.

 

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption of the Public Shares into cash:

 

  No Redemption Scenario: This scenario assumes that none of TWOA’s existing Public Shareholders exercise their redemption rights in connection with the Business Combination with respect to their Public Shares; and
     
  Maximum Redemption Scenario: This scenario assumes that 1,014,169 Public Shares (representing approximately 20% of the total Public Shares outstanding) are redeemed in connection with the Business Combination for an aggregate redemption payment of $10.7 million based on an assumed redemption price of $10.51 per share. Such amount represents the maximum number of Class A Ordinary Shares redemptions that could occur with the Minimum Cash Condition still being satisfied.

 

(USD in thousands, except share and per share data)

 

Pro Forma Combined

(Assuming no redemptions)

   Pro Forma Combined (Assuming maximum redemptions) 
Summary Unaudited Pro Forma Condensed Combined            
Statements of Profit or Loss and Other Comprehensive Income Data            
Nine Months Ended September 30, 2023            
Revenue  $

27,868

   $

27,868

 
Net income (loss) per share – basic and diluted  $

0.08

   $

0.08

 
Weighted-average ordinary shares outstanding – basic and diluted    37,759,388      36,745,219  
             
Summary Unaudited Pro Forma Condensed Combined            
Statements of Profit or Loss and Other Comprehensive Income Data            
Year Ended December 31, 2022            
Revenue  $ 31,984   $ 31,984 
Net income (loss) per share – basic and diluted  $ (1.48 )  $

(1.52

)
Weighted-average ordinary shares outstanding – basic and diluted    37,759,388      36,745,219  
             
Summary Unaudited Pro Forma Condensed Combined            
Statement of Financial Position Data as of September 30, 2023            
Total assets  $ 590,157    $ 579,498  
Total liabilities  $ 297,452    $ 297,452  
Total equity  $ 292,705    $ 282,046  

 

49
 

 

RISK FACTORS

 

You should carefully consider all the following risk factors, together with all of the other information included or incorporated by reference in this proxy statement/prospectus, including the financial information, before deciding whether or how to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus.

 

The value of your investment following consummation of the Business Combination will be subject to significant risks affecting, among other things, Pubco’s business, financial condition or results of operations. If any of the events described below occur, Pubco’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of Pubco’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of TWOA and LLP. Certain of the following risk factors apply to the business and operations of LLP and will also apply to the business and operations of Pubco following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, or may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of Pubco following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by TWOA, and LLP, which later may prove to be incorrect or incomplete. You should consult a legal advisor, an independent financial advisor or a tax advisor for legal, financial or tax advice prior to deciding whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus.

 

The following discussion should be read in conjunction with the sections entitled “Cautionary Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LLP” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of TWOA” and the financial statements of LLP and TWOA and the notes thereto included herein, as applicable.

 

Risks Relating to the Business Combination and its Effects

 

The Initial Shareholders and the Current Insiders have agreed to vote their shares in favor of the Business Combination Proposal, regardless of how TWOA’s Public Shareholders vote.

 

The Business Combination Proposal must be approved by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon at the Extraordinary General Meeting. The Initial Shareholders and the Current Insiders, which collectively own 5,359,375 Founder Shares, or 51.7% of the outstanding TWOA Ordinary Shares, have previously agreed to vote all of their Ordinary Shares in favor of a business combination proposed to them for approval, including the Business Combination. Additionally, the Initial Shareholders, Current Insiders and their affiliates have agreed to vote the Ordinary Shares they own in favor of each of the proposals.

 

Accordingly, other than the shares held by the Initial Shareholders and the Current Insiders, no additional shares would need to be voted in favor of each of the Business Combination Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal to approve such proposals. That being said, the Cayman Merger Proposal must be approved by a majority of not less than two-thirds of such shareholders as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting and accordingly, the Initial Shareholders and the Current Insiders may not have a sufficient number of votes to pass the Cayman Merger Proposal if enough of the TWOA Public Shareholders vote against the Cayman Merger Proposal.

 

Neither TWOA nor its shareholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total Merger Consideration in the event that any of the representations and warranties made by LLP in the Business Combination Agreement ultimately proves to be inaccurate or incorrect.

 

The representations and warranties made by LLP and TWOA to each other in the Business Combination Agreement will not survive the consummation of the Business Combination. As a result, TWOA and its shareholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total Merger Consideration if any representation or warranty made by LLP in the Business Combination Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, TWOA would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

 

TWOA shareholders who do not redeem their Public Shares will experience immediate and material dilution upon Closing of the Business Combination.

 

Upon the completion of the Business Combination, (i) assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, Public Shareholders, the Sponsor and the LLP shareholders will own approximately 13.2%, 11.1% and 75.7% of the Pubco Ordinary Shares, respectively, such percentages calculated assuming that the LLP shareholders receive approximately 28,600,000 Pubco Ordinary Shares; (ii) assuming, among other things, that 10% of the currently outstanding Public Shares are redeemed upon completion of the Business Combination, Public Shareholders, the Sponsor and the LLP shareholders will own approximately 12.1%, 11.1% and 76.8% of the Pubco Ordinary Shares, respectively, such percentages calculated assuming that the LLP shareholders receive approximately 28,600,000 Pubco Ordinary Shares; and (iii) assuming, among other things, that the maximum number of Public Shares are redeemed upon completion of the Business Combination, Public Shareholders, the Sponsor and the LLP shareholders will own approximately 10.8%, 11.4% and 77.8% of the Pubco Ordinary Shares, respectively, such percentages calculated assuming that the LLP shareholders receive approximately 28,600,000 Pubco Ordinary Shares.

 

As such, TWOA shareholders who do not redeem their Ordinary Shares will experience immediate and material dilution upon closing of the Business Combination.

 

Since the Sponsor and TWOA’s directors and officers have interests that are different, or in addition to (and which may conflict with), the interests of TWOA’s shareholders, a conflict of interest may have existed in determining whether the Business Combination with LLP is appropriate as TWOA’s initial business combination. Such interests include that the Sponsor will lose its entire investment in TWOA if the Business Combination is not completed.

 

When you consider the recommendation of TWOA Board in favor of approval of the Business Combination Proposal, you should consider that the Sponsor and TWOA’s directors and officers have interests in such proposal that are different from, or in addition to, those of TWOA’s shareholders generally. These interests include:

 

  the fact that the Sponsor and TWOA’s officers, directors, advisors and their affiliates own an aggregate of 3,347,611 Founder Shares which they purchased from the Original Sponsor for an aggregate price of $500,000 and which will be converted into up to 3,347,611 Pubco Ordinary Shares, which will have a significantly higher value at the time of the Business Combination, if it is consummated, and, based on the closing trading price of the Class A Ordinary Shares on            , 2023, which was $          , would have an aggregate value of approximately $                 million as of the same date, representing a              % gain on the Sponsor’s investment. The Original Sponsor currently owns 1,906,764 Founder Shares, or 35.6% of the total issued and outstanding Founder Shares or 18.4% of the total issued and outstanding Ordinary Shares of TWOA. If TWOA does not consummate the Business Combination or another initial business combination by January 1, 2024 (unless such date is extended by and with the approval of TWOA’s shareholders), and TWOA is therefore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the effective purchase price of $0.149 per share that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Class A Ordinary Share sold in the IPO, the Sponsor may earn a positive rate of return even if the stock price of Pubco after the Closing falls below the price initially paid for the Class A Ordinary Shares in the IPO and the Public Shareholders experience a negative rate of return following the Closing of the Business Combination;
     
  the fact that if TWOA does not consummate the Business Combination or another initial business combination by January 1, 2024 (unless such date is extended by and with the approval of TWOA’s shareholders), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its directors, dissolving and liquidating, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor will benefit from the completion of an initial business combination and may be incentivized to complete the acquisition of a less favorable target company or on terms less favorable to shareholders rather than to liquidate;

 

50
 

 

  the fact that the Sponsor and the officers and directors of TWOA have waived their right to redeem their Founder Shares and any other Ordinary Shares held by them, or to receive distributions from the Trust Account with respect to the Founder Shares upon TWOA’s liquidation if TWOA is unable to consummate its initial business combination;
     
  the fact that the Sponsor, the Original Sponsor, their affiliates or certain of TWOA’s officers and directors or their affiliates may, but are not obligated to, provide Working Capital Loans to TWOA. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares, at a price of $10.00 per share, of the post Business Combination entity. If TWOA completes a business combination, TWOA will repay the Working Capital Loans out of the proceeds of the Trust Account released to the post-closing company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, TWOA may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of October 31, 2023, approximately $1.47 million of Working Capital Loans was outstanding;
     
  the fact that the Sponsor is entitled to $10,000 per month for office space, secretarial and administrative services until the completion of an initial business combination under the Administrative Services Agreement;
     
  the fact that unless TWOA consummates an initial business combination, its directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them in connection with the Business Combination (to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account). As of October 31, 2023, directors or officers of TWOA had not incurred any expenses which they expect to be reimbursed at the Closing;
     
  the fact that the Current Charter provides that TWOA renounces any interest or expectancy of TWOA in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for the Investor Group and any of the Investor Group Related Person, on the one hand, and TWOA, on the other, unless such opportunity is expressly offered to such Investor Group Related Person solely in their capacity as an officer or director of the Company and the opportunity is one the Company is permitted to complete on a reasonable basis. Notwithstanding such provision, TWOA believes that such provision did not impact TWOA’s search for a business combination target because TWOA’s officers and directors have confirmed to TWOA that there were no such corporate opportunities that were not presented to TWOA pursuant to such provision;
     
  the fact that pursuant to the Business Combination Agreement, for a period of six years following the consummation of the Business Combination, Pubco (i) is required to maintain provisions in the Proposed Charter providing for the indemnification of TWOA’s existing directors and officers and (ii) may maintain a directors’ and officers’ liability insurance policy that covers TWOA’s existing directors and officers;
     
  the fact that at the Closing, Pubco, TWOA, and the Sponsor will enter into an amendment to the Founder Registration Rights Agreement to, among other things, add Pubco as a party and to reflect the issuance of the Pubco Ordinary Shares to the Sponsor pursuant to the Business Combination;
     
  the fact that TWOA’s officers and directors have not been required to, and have not, committed their full time to TWOA’s affairs, which may have resulted in a conflict of interest in allocating their time between TWOA’s operations and its search for a business combination and their other businesses; and
     
  the anticipated election of Thomas D. Hennessy as a director of Pubco in connection with the consummation of the Business Combination. As such, in the future, such director will receive any cash fees, stock options or stock awards that the Pubco Board determines to pay to such director.

 

The existence of personal and financial interests of one or more of TWOA’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of TWOA and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. For additional information on the interests and relationships of the Sponsor, Original Sponsor, directors and officers in the Business Combination. See “Risk Factors If the Business Combination is not approved, then the Founder Shares that are beneficially owned by TWOA’s current directors, executive officers and the Sponsor will be worthless, the expenses incurred by such persons may not be reimbursed or repaid and the offers of employment with Pubco that are anticipated by certain of such persons will not be extended. Such interests may have influenced their decision to approve the Business Combination with LLP.” and “Proposal 1: The Business Combination Proposal — Interests of TWOA’s Directors, Officers and Advisors in the Business Combination.

 

51
 

 

The personal and financial interests of the Sponsor as well as TWOA’s directors and officers may have influenced their motivation in identifying and selecting LLP as a business combination target, completing an initial business combination with LLP and influencing the operation of the business following the Business Combination. In considering the recommendations of TWOA Board to vote for the proposals, its shareholders should consider these interests.

 

The exercise of TWOA’s directors’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interests of TWOA.

 

In the period leading up to the consummation of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require TWOA to agree to amend the Business Combination Agreement, to consent to certain actions taken by LLP or to waive rights that TWOA is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of LLP’s business, a request by LLP to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on LLP’s business and would entitle TWOA to terminate the Business Combination Agreement. In any of such circumstances, it would be at TWOA’s discretion, acting through TWOA Board, to grant its consent or waive those rights.

 

The existence of the financial and personal interests of the directors of TWOA described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between such director may believe is best for TWOA and what such director may believe is best for himself or herself in determining whether or not to take the requested action.

 

In the event that TWOA, LLP and the other parties to the Business Combination Agreement authorize an amendment to the Business Combination Agreement that does not require further approval by TWOA shareholders, TWOA will inform such shareholders of the amendment by press release and other public communication. In the event that TWOA, LLP and the other parties to the Business Combination Agreement authorize an amendment to the Business Combination Agreement that requires further approval by TWOA shareholders, a proxy supplement or an amended proxy statement/prospectus would be delivered to such shareholders and proxies would be re-solicited for approval of such amendment.

 

TWOA’s shareholders who are not affiliated with the Sponsor may be exposed to greater risk as a result of becoming shareholders of Pubco through the Business Combination rather than acquiring securities of Pubco directly in an underwritten public offering as a result of the differences between the two transaction structures, including that the Business Combination did not involve an independent due diligence review by an underwriter and that the Sponsor has conflicts of interest in connection with the Business Combination.

 

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of Pubco’s securities in connection therewith, investors will not receive the benefit of any outside independent review of the respective finances and operations of TWOA and LLP and their subsidiaries. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (FINRA) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, TWOA’s shareholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering.

 

If Pubco became a public company through an underwritten public offering, the underwriters would be subject to liability under Section 11 of the Securities Act for material misstatements and omissions in the initial public offering registration statement. In general, an underwriter is able to avoid liability under Section 11 if it can prove that, it “had, after reasonable investigation, reasonable ground to believe and did believe, at the time . . . the registration statement became effective, that the statements therein (other than the audited financial statements) were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” In order to fulfill its duty to conduct a “reasonable investigation,” an underwriter will, in addition to conducting a significant amount of due diligence on its own, usually require that an issuer’s independent registered public accounting firm provide a comfort letter with respect to certain numbers included in the registration statement and will require the law firm for the issuer to include in its legal opinion to the underwriters a statement that such counsel is not aware of any material misstatements or omissions in the initial public offering registration statement (“Counsel Negative Assurance Statements”). Auditor comfort letters and Counsel Negative Assurance Statements are generally not required in connection with private companies going public through a merger with a special purpose acquisition company, such as TWOA, and no auditor comfort letters or Counsel Negative Assurance Statements have been requested or obtained in connection with the Business Combination or the preparation of this proxy statement/prospectus.

 

In addition, the amount of due diligence conducted by TWOA and its advisors in connection with the Business Combination may not be as great as would have been undertaken by an underwriter in connection with an initial public offering of Pubco. Accordingly, it is possible that defects in LLP’s business or problems with LLP’s management that would have been discovered if Pubco conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of the Pubco Ordinary Shares.

 

Unlike an underwritten initial public offering, the initial trading of Pubco’s securities will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing. The lack of such a process in connection with the listing of Pubco’s securities on NYSE could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for Pubco’s securities during the period immediately following the listing.

 

Furthermore, the Sponsor and TWOA’s directors and executive officers have interests in the Business Combination that may be different from, or in addition to, the interests of TWOA’s shareholders generally. Such interests may have influenced TWOA’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See “Risk Factors — Since the Sponsor and TWOA’s directors and officers have interests that are different, or in addition to (and which may conflict with), the interests of TWOA’s shareholders, a conflict of interest may have existed in determining whether the Business Combination with LLP is appropriate as TWOA’s initial business combination. Such interests include that the Sponsor will lose its entire investment in TWOA if the Business Combination is not completed” and the section of this proxy statement/prospectus entitled “Proposal 1: The Business Combination Proposal — Interests of TWOA’s Directors, Officers and Advisors in the Business Combination.” In addition, the value of the Founder Shares will be significantly greater than the amount the Sponsor paid to purchase such shares in the event the Business Combination is completed, even if the Business Combination causes the trading price of Pubco Ordinary Shares to materially decline.

 

Risks Relating to Pubco’s Business and Operations Following the Business Combination with LLP

 

Following the consummation of the Business Combination, Pubco’s only significant asset will be its ownership of LLP, and such ownership may not be sufficient to pay dividends or make distributions or obtain loans to enable Pubco to pay any dividends on its Pubco Ordinary Shares, pay its expenses or satisfy other financial obligations.

 

Following the consummation of the Business Combination, Pubco will be a holding company and will not directly own any operating assets other than its ownership of interests in LLP. Pubco will depend on LLP for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company, and to pay any dividends. The earnings from, or other available assets of, LLP may not be sufficient to make distributions or pay dividends, pay expenses or satisfy Pubco’s other financial obligations.

 

Pubco will incur higher costs post-Business Combination as a result of being a public company.

 

Pubco will incur significant additional legal, accounting, insurance and other expenses, including costs associated with public company reporting requirements following completion of the Business Combination. Pubco will incur higher costs associated with complying with the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and related rules implemented by the SEC and NYSE. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. Pubco expects these laws and regulations to increase its legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although Pubco is currently unable to estimate these costs with any degree of certainty. Pubco may need to hire more employees post-Business Combination or engage outside consultants to comply with these requirements, which will increase its post-Business Combination costs and expenses. These laws and regulations could make it more difficult or costly for Pubco to obtain certain types of insurance, including directors’ and officers’ liability insurance, and Pubco may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for Pubco to attract and retain qualified persons to serve on the Pubco Board or board committees or as executive officers. Furthermore, if Pubco is unable to satisfy its obligations as a public company, it could be subject to delisting of its Pubco Ordinary Shares, fines, sanctions and other regulatory action and potentially civil litigation.

 

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LLP’s management team has limited experience managing and operating a U.S. public company.

 

Members of LLP’s management team have limited experience managing and operating a U.S. publicly traded company, interacting with U.S. public company investors, and complying with the increasingly complex laws pertaining to U.S. public companies. Its transition to being a U.S. public company subjects LLP to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from its senior management and could divert their attention away from the day-to-day management of its business. LLP may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of U.S. public companies. The development and implementation of the standards and controls necessary for Pubco to achieve the level of accounting standards required of a public company may require costs greater than expected. To support its operations as a U.S. public company, LLP plans to recruit additional qualified employees or external consultants with relevant experience, which will increase its operating costs in future periods. Should any of these factors materialize, LLP’s business, financial condition and results of operations could be adversely affected.

 

The price of Pubco Ordinary Shares may be volatile.

 

The price of Pubco Ordinary Shares may fluctuate due to a variety of factors, including:

 

  actual or anticipated fluctuations in its quarterly and annual results and those of other public companies in its industry; mergers and strategic alliances in the industry in which it operates;
     
  market prices and conditions in the industry in which it operates;
     
  changes in government regulation;
     
  potential or actual military conflicts or acts of terrorism;
     
  the failure of securities analysts to publish research about us, or shortfalls in its operating results compared to levels forecast by securities analysts;
     
  announcements concerning LLP, Pubco or its competitors; and
     
  the general state of the securities markets.

 

These market and industry factors may materially reduce the market price of Pubco Ordinary Shares, regardless of Pubco’s operating performance.

 

Reports published by analysts, including projections in those reports that differ from Pubco’s actual results, could adversely affect the price and trading volume of its ordinary shares.

 

Pubco’s management currently expects that securities research analysts will establish and publish their own periodic projections for its business. These projections may vary widely and may not accurately predict the results Pubco actually achieves. Pubco’s share price may decline if its actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on Pubco downgrades its stock or publishes inaccurate or unfavorable research about its business, its share price could decline. If one or more of these analysts ceases coverage of Pubco or fails to publish reports on it regularly, its share price or trading volume could decline. While Pubco’s management expects research analyst coverage, if no analysts commence coverage of Pubco, the trading price and volume for Pubco Ordinary Shares could be adversely affected.

 

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An active, liquid trading market for Pubco Ordinary Shares may not develop, which may limit your ability to sell Pubco Ordinary Shares.

 

Prior to the completion of the Business Combination, there was no public market for Pubco Ordinary Shares. Although we intend to apply to list the Pubco Ordinary Shares on the NYSE upon the Effective Time under the ticker symbol “LLP,” an active trading market for Pubco Ordinary Shares may never develop or be sustained following the consummation of the Business Combination. The initial valuation of the Pubco Ordinary Shares may not be indicative of the market price of Pubco Ordinary Shares that will prevail in the open market after the consummation of the Business Combination. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of Pubco Ordinary Shares. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing Pubco Ordinary Shares.

 

Pubco may issue additional Pubco Ordinary Shares under a new employee incentive plan upon or after consummation of the Business Combination, which would dilute the interest of Pubco’s shareholders.

 

Pubco may issue a substantial number of additional Pubco Ordinary Shares under a new employee incentive plan upon or after consummation of the Business Combination. The issuance of additional Pubco Ordinary Shares:

 

  may significantly dilute the equity interest of investors;
     
  may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded Pubco Ordinary Shares;
     
  could cause a change of control if a substantial number of shares of Pubco are issued, which may affect, among other things, Pubco’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of its present officers and directors; and
     
  may adversely affect prevailing market prices for Pubco’s securities, including Pubco Ordinary Shares.

 

Pubco may or may not pay cash dividends in the foreseeable future.

 

Any decision to declare and pay dividends in the future will be made at the discretion of the Pubco Board and will depend on, among other things, applicable law, regulations, restrictions, Pubco’s and LLP’s respective results of operations, financial condition, cash requirements, contractual restrictions, the future projects and plans of Pubco and LLP and other factors that the Pubco Board may deem relevant. In addition, Pubco’s ability to pay dividends depends significantly on the extent to which it receives dividends from LLP and there can be no assurance that LLP will pay dividends. As a result, capital appreciation, if any, of Pubco Ordinary Shares will be an investor’s sole source of gain for the foreseeable future.

 

Because Pubco is incorporated in the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

 

Pubco is an exempted company incorporated in the Cayman Islands with limited liability. As a result, it may be difficult for investors to effect service of process within the United States upon Pubco’s directors or officers, or enforce judgments obtained in the United States courts against Pubco’s directors or officers.

 

Pubco’s corporate affairs will be governed by the Proposed Charter, the Companies Act and the common law of the Cayman Islands. Pubco will also be subject to the federal securities laws of the United States. The rights of Pubco shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of Pubco’s directors to Pubco under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Pubco’s shareholders and the fiduciary responsibilities of Pubco’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less prescriptive body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands exempted companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

 

Pubco has been advised by its Cayman Islands legal counsel that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of United States courts obtained against Pubco or its directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) in original actions brought in the Cayman Islands, to impose liabilities against Pubco predicated upon the securities laws of the United States or any state in the United States, so far as the liabilities imposed by those provisions are penal in nature.

 

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In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction), and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

 

As a result of all of the above, Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as Public Shareholders of a corporation incorporated in the United States.

 

It may be difficult to enforce a U.S. judgment against Pubco or its directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.

 

Pubco is a Cayman Islands exempted company incorporated with limited liability and not all of its assets are located in the United States. In addition, some of Pubco’s directors and officers reside outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in the Cayman Islands courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, some of whom are not residents in the United States and whose assets may be located outside of the United States. It may be difficult or impossible for you to bring an action against us or Pubco in the Cayman Islands if you believe your rights under the U.S. securities laws have been infringed. In addition, there is uncertainty as to whether the courts of the Cayman Islands would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state and it is uncertain whether such Cayman Islands courts would hear original actions brought in the Cayman Islands against Pubco or such persons predicated upon the securities laws of the United States or any state.

 

Provisions in the Proposed Charter may inhibit a takeover of Pubco, which could limit the price investors might be willing to pay in the future for Pubco’s securities and could entrench management.

 

The Proposed Charter will contain provisions that may discourage unsolicited takeover proposals that shareholders of Pubco may consider to be in their best interests. Among other provisions, subject to the right of the shareholders of Pubco as specified in the Proposed Charter, the ability of the Pubco Board to issue additional shares, with or without preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as the Pubco Board may determine, to the extent authorized but unissued, and without shareholder approval, may make it more difficult for Pubco’s shareholders to remove incumbent management and accordingly discourage transactions that otherwise could involve payment of a premium over prevailing market prices for Pubco’s securities. However, under Cayman Islands law, the Pubco Board may only exercise these rights and powers granted to them under the Proposed Charter for a proper purpose and for what they believe in good faith to be in the best interests of Pubco.

 

Pubco will be an “emerging growth company,” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make Pubco Ordinary Shares less attractive to investors, which could have a material and adverse effect on Pubco, including its growth prospects.

 

Upon consummation of the Business Combination, Pubco will be an “emerging growth company” as defined in the JOBS Act. Pubco will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which Pubco has total annual gross revenue of at least $1.235 billion or (c) in which Pubco is deemed to be a large accelerated filer, which means the market value of Pubco Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of Pubco’s prior second fiscal quarter, and (ii) the date on which Pubco issued more than $1.0 billion in non-convertible debt during the prior three-year period. Pubco intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies that are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that Pubco’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

 

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Furthermore, even after Pubco no longer qualifies as an “emerging growth company,” as long as Pubco continues to qualify as a foreign private issuer under the Exchange Act, Pubco will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, Pubco will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

 

As a result, Pubco shareholders may not have access to certain information they deem important. Pubco cannot predict if investors will find Pubco Ordinary Shares less attractive because it relies on these exemptions. If some investors find Pubco Ordinary Shares less attractive as a result, there may be a less active trading market and share price for Pubco Ordinary Shares may be more volatile.

 

As a “foreign private issuer” under the rules and regulations of the SEC, Pubco is permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules and is permitted to follow certain home-country corporate governance practices in lieu of certain NYSE requirements applicable to U.S. issuers.

 

Pubco is, and will be after the consummation of the Transactions, considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, Pubco is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. Pubco is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, Pubco’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Pubco’s securities.

 

In addition, as a “foreign private issuer”, Pubco is permitted to follow certain home-country corporate governance practices in lieu of certain NYSE requirements. A foreign private issuer must disclose in its Annual Reports filed with the SEC each NYSE requirement with which it does not comply followed by a description of its applicable home country practice. Pubco currently intends to follow some, but not all, of the corporate governance requirements of NYSE. With respect to the corporate governance requirements of NYSE that it does follow, Pubco cannot give any assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future rely on available NYSE exemptions that would allow Pubco to follow its home country practice. Unlike the requirements of NYSE, Pubco is not required, under the corporate governance practice and requirements in the Cayman Islands, to have its board consist of a majority of independent directors, nor is Pubco required to have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors, or have regularly scheduled executive sessions with only independent directors each year. Such Cayman Islands home country practices may afford less protection to holders of Pubco Ordinary Shares. For additional information regarding the home country practices Pubco intends to follow in lieu of NYSE requirements, see the section of this proxy statement/prospectus entitled “Management of Pubco Following the Business Combination — Corporate Governance Practices.”

 

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Pubco would lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Pubco’s outstanding voting securities becomes directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of Pubco’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Pubco’s assets are located in the United States; or (iii) Pubco’s business is administered principally in the United States. If Pubco loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Pubco would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Pubco’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

 

The LLP shareholders, whose interests may conflict with yours, can exercise significant influence over Pubco. The concentrated ownership of Pubco Ordinary Shares may prevent you and other shareholders from influencing significant decisions or may prevent or discourage unsolicited acquisition proposals or offers for our capital stock, and that may adversely affect the trading price of Pubco Ordinary Shares.

 

Upon the Closing, the LLP shareholders will beneficially own approximately (i) 75.7% of the issued and outstanding Pubco Ordinary Shares, assuming no redemption of TWOA’s Public Shares in connection with the Business Combination, (ii) 76.8% of the issued and outstanding Pubco Ordinary Shares in the interim redemption scenario, assuming 500,001 of TWOA’s Public Shares, or approximately 10% of such shares, are redeemed in connection with the Business Combination, or (iii) 77.8% of the issued and outstanding Pubco Ordinary Shares in the maximum redemption scenario, assuming 1,014,169 of TWOA’s Public Shares, or approximately 20.3% of such shares, are redeemed in connection with the Business Combination. For so long as the LLP shareholders hold at least a majority of the voting interests of Pubco, the LLP shareholders will have the ability, through the Pubco Board, to significantly influence decision-making with respect to Pubco’s business direction and policies. Matters over which the LLP shareholders will, directly or indirectly, exercise significant influence following the Closing include: (i) the election of the Pubco Board; (ii) business combinations and other merger transactions requiring shareholder approval, including proposed transactions that would result in Pubco’s shareholders receiving a premium price for their shares; and (iii) amendments of the Proposed Charter or increases or decreases in the size of the Pubco Board. Even if the LLP shareholders voting interests fall below a majority, they may continue to be able to strongly influence Pubco’s decisions. In addition, such concentrated control may prevent or discourage unsolicited acquisition proposals or offers for our ordinary shares that you may feel are in your best interest as one of our shareholders. As a result, such concentrated control may adversely affect the market price of Pubco Ordinary Shares.

 

Pubco will be a “controlled company” within the meaning of the NYSE rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

 

In addition to being a foreign private issuer, immediately following the Business Combination, Pubco is expected to be a “controlled company” as defined under the NYSE rules, because the LLP shareholders will beneficially own (i) approximately 75.7% of the issued and outstanding Pubco Ordinary Shares, assuming that none of TWOA’s Public Shares are redeemed in connection with the Business Combination, (ii) approximately 76.8% of the issued and outstanding Pubco Ordinary Shares, assuming interim redemptions in connection with the Business Combination, or (iii) approximately 77.8% of the issued and outstanding Pubco Ordinary Shares, assuming maximum redemptions in connection with the Business Combination. For as long as Pubco remains a controlled company under that definition, Pubco is permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of the Pubco Board must consist of independent directors, that Pubco has to establish a compensation committee composed entirely of independent directors or that Pubco has independent director oversight of director nominations. Although Pubco is expected to have a compensation committee and nominating committee, such committees will not be composed entirely of “independent directors.” As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. For additional information regarding the corporate governance practices Pubco intends to follow in lieu of NYSE requirements, see the section of this proxy statement/prospectus entitled “Management of Pubco Following the Business Combination — Corporate Governance Practices.

 

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If TWOA or Pubco is characterized as a passive foreign investment company for U.S. federal income tax purposes, its U.S. shareholders may suffer adverse tax consequences.

 

If TWOA or Pubco is a passive foreign investment company (“PFIC”) for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of Class A Ordinary Shares or, following the Business Combination, Pubco Ordinary Shares, the U.S. holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements.

 

Based on the composition of its income and assets, TWOA believes that it will likely be considered a PFIC for the taxable year that includes the Business Combination. Please see the sections entitled “Proposal 1: The Business Combination Proposal — Material U.S. Federal Income Tax Considerations — U.S. Holders — Application of the Passive Foreign Investment Company Rules to the Transactions – Ownership and Disposition of Pubco Ordinary Shares by U.S. Holders – Passive Foreign Investment Company Rules.” U.S. holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of Class A Ordinary Shares or Pubco Ordinary Shares.

 

Whether Pubco is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty. Accordingly, we are unable to determine whether Pubco will be treated as a PFIC for the taxable year of the Business Combination or for future taxable years, and there can be no assurance that Pubco will not be treated as a PFIC for any taxable year. Pubco’s U.S. counsel expresses no opinion with respect to Pubco’s PFIC status for any taxable year. In addition, for any taxable year with respect to which Pubco determines it is a PFIC, upon request of a U.S. holder, Pubco intends to use commercially reasonable efforts to make available information reasonably necessary to compute income of such U.S. holder as a result of Pubco’s status as a PFIC, including timely providing a PFIC Annual Information Statement to enable such U.S. holder to make a QEF Election (as defined below) with respect to PFIC stock. Please see the section entitled “Proposal 1: The Business Combination Proposal — Material U.S. Federal Income Tax Considerations — Ownership and Disposition of Pubco Ordinary Shares by U.S. Holders — Passive Foreign Investment Company Rules” for a more detailed discussion with respect to Pubco’s potential PFIC status. U.S. holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of Pubco Ordinary Shares.

 

Subsequent to TWOA’s completion of the Business Combination, Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price post-Business Combination, which could cause you to lose some or all of your investment.

 

Even though TWOA has conducted due diligence on LLP, it cannot assure you that this diligence will surface all material issues that may be present, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of TWOA’s, Pubco’s or LLP’s control will not later arise. As a result of these factors, Pubco may be forced to later write-down or write-off assets, restructure Pubco’s operations, or incur impairment or other charges that could result in reporting losses. Even if TWOA’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with TWOA’s preliminary risk analysis. The fact that TWOA reports charges of this nature could contribute to negative market perceptions about its securities post-Business Combination. Accordingly, any equity holders who choose to remain equity holders following the Business Combination could suffer a reduction in the value of their equity. Such equity holders are unlikely to have a remedy for such reduction in value unless they are able to claim successfully that the reduction was due to the breach by TWOA directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that this proxy statement/prospectus contained an actionable material misstatement or material omission.

 

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Sales of a substantial number of Pubco securities in the public market following the Business Combination could adversely affect the market price of Pubco Ordinary Shares.

 

At the Closing,        LLP shares and 5,359,375 Founder Shares will be exchangeable for Pubco Ordinary Shares, and will be freely tradeable subject to registration requirements applicable to persons deemed to be “affiliates” of Pubco after the Closing and any applicable contractual lock-up obligation. At the Closing, certain LLP shareholders and the Sponsor will enter into a Registration Rights Agreement and a Founder Registration Rights Agreement, respectively, with TWOA and Pubco pursuant to which (i) Pubco will assume the registration obligations of TWOA under that certain Registration Rights Agreement, dated as of March 29, 2021, by and among TWOA, the Original Sponsor and certain shareholders named therein, which obligations will be applicable to the securities of Pubco; and (ii) such LLP shareholders will receive demand and piggy-back registration rights with respect to the Pubco Ordinary Shares in the Transactions. The registration of these securities will permit the public resale of such securities to the extent the Sponsor and such LLP shareholders are deemed “affiliates” of Pubco after the Closing. The Pubco Ordinary Shares (i) representing the Founder Shares, and (ii) held by any LLP shareholder holding more than 10% of the Pubco Ordinary Shares following the Closing, will be subject to a lock-up period commencing from the Closing and ending on the 12-month anniversary of the Closing (with 50% of such restricted securities subject to early release if the last trading price of Pubco Ordinary Shares equals or exceeds $12.50 for any 20 trading days within any 30 trading day period commencing at least 180 days after the Closing and all such restricted securities subject to early release if Pubco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party): (i) lend, offer, pledge, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of the restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers, provided that the transferred shares will continue to be subject to the Lock-Up Agreement). The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of Pubco Ordinary Shares post-Business Combination.

 

Risks Relating to Redemptions and Certain Outstanding Securities of TWOA

 

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your Public Shares, potentially at a loss.

 

TWOA’s Public Shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) TWOA’s completion of the Business Combination, and then only in connection with those Ordinary Shares of TWOA that such shareholder properly elected to redeem, subject to the limitations described herein, and (ii) the redemption of TWOA’s Public Shares if TWOA is unable to complete its business combination by January 1, 2024 (subject to approval by TWOA shareholders of an extension of this deadline), subject to applicable law and as further described herein. In that case, Public Shareholders may be forced to wait beyond January 1, 2024 before they receive funds from the Trust Account. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares, potentially at a loss.

 

If TWOA shareholders fail to properly demand Redemption rights, they will not be entitled to redeem their ordinary shares of TWOA into a pro rata portion of the Trust Account.

 

TWOA shareholders holding Public Shares may demand that TWOA redeem their shares for a pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. TWOA shareholders who seek to exercise this Redemption right must deliver their shares (either physically or electronically) to TWOA’s transfer agent prior to the vote at the Extraordinary General Meeting. Any TWOA shareholder who fails to properly demand Redemption rights will not be entitled to redeem such shareholder’s shares for a pro rata portion of the Trust Account for Redemption of such shareholder’s shares. See the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of the Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

 

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If the Business Combination is not approved, then the Founder Shares that are beneficially owned by TWOA’s current directors, executive officers and the Sponsor will be worthless, the expenses incurred by such persons may not be reimbursed or repaid and the offers of employment with Pubco that are anticipated by certain of such persons will not be extended. Such interests may have influenced their decision to approve the Business Combination with LLP.

 

The Sponsor beneficially owns or has a pecuniary interest in Founder Shares that it purchased from the Original Sponsor. The Sponsor has no redemption rights with respect to these securities in the event a business combination is not effected in the required time period under TWOA’s organizational documents. Therefore, if the Business Combination with LLP or another business combination is not approved within the required time period, such securities held by such persons will be worthless. Such securities had an aggregate market value of approximately $        million outstanding as of           2023, based on the closing price per ordinary share of TWOA as of         , 2023 of $        per share, despite having been purchased for an aggregate of $500,000. As a result, the Sponsor is likely to be able to recoup its investment in TWOA and make a substantial profit on that investment, even if Pubco’s public shares have lost significant value. This means that the Sponsor could earn a positive rate of return on their investment, even if TWOA’s Public Shareholders experience a negative rate of return in the post-business combination company. Accordingly, TWOA’s management team, which owns interests in the Sponsor, may have an economic incentive that differs from that of the Public Shareholders to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the Trust Account to the Public Shareholders, even if that business combination were with a less favorable target company or on terms less favorable to Public Shareholders rather than liquidate.

 

In addition, TWOA’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on TWOA’s behalf, such as identifying and investigating possible business targets and business combinations. These expenses will be repaid upon completion of the Business Combination with LLP. However, if TWOA fails to consummate the Business Combination, they will not have any claim against the Trust Account for repayment or reimbursement. Accordingly, TWOA may not be able to repay or reimburse these amounts if the Business Combination is not completed.

 

For additional information, see the section of this proxy statement/prospectus entitled “Proposal 1: The Business Combination Proposal — Interests of TWOA’s Directors, Officers and Advisors in the Business Combination.”

 

These financial interests may have influenced the decision of TWOA’s directors to approve the Business Combination with LLP and to continue to pursue such Business Combination. In considering the recommendations of TWOA Board to vote for the Business Combination Proposal, its shareholders should consider these interests.

 

The value of the Founder Shares following completion of TWOA’s initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of TWOA’s ordinary shares at such time is substantially less than $10.00 per share.

 

The Sponsor has originally invested an aggregate of $500,000 for the purchase of 3,347,611 Founder Shares. An aggregate of 135,000 Founder Shares was transferred by the Sponsor to TWOA’s directors and advisors in August 2023. Assuming a trading price of $10.00 per share upon consummation of TWOA’s initial business combination, the 3,347,611 Founder Shares would have an aggregate implied value of $33,476,110, despite having been purchased for an aggregate of $500,000. Even if the trading price of TWOA’s ordinary shares was as low as $0.149 per share, the value of the Founder Shares would be equal to the Sponsor’s initial investment in us. As a result, TWOA’s Sponsor is likely to be able to recoup their investment in TWOA and make a substantial profit on that investment, even if Pubco’s public shares have lost significant value. This means that TWOA’s Sponsor could earn a positive rate of return on their investment, even if TWOA’s Public Shareholders experience a negative rate of return in the post-business combination company. Accordingly, TWOA’s management team, which owns interests in the Sponsor, may have an economic incentive that differs from that of the Public Shareholders to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the trust to the Public Shareholders, even if that business combination were with a less favorable target company or on terms less favorable to shareholders rather than liquidate. This may have influenced their motivation in identifying and selecting LLP for TWOA’s target business combination and consummating the Business Combination. For the foregoing reasons, you should consider TWOA’s management team’s financial incentive to complete an initial business combination when evaluating whether to redeem your shares prior to or in connection with the initial business combination.

 

TWOA’s Sponsor is liable to ensure that proceeds of the Trust Account are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced its decision to approve the Business Combination with LLP.

 

If the Business Combination with LLP or another business combination is not consummated by TWOA within the required time period under its organizational documents, TWOA’s Sponsor will be liable to ensure that the proceeds in the Trust Account are not reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, by the claims of target businesses or third parties to the extent that such a target business or third party has not executed a waiver agreement. If TWOA consummates a Business Combination within the requisite time period, on the other hand, TWOA will be liable for all such claims. Neither TWOA nor the Sponsor has any reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to TWOA. See the section of this proxy statement/prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of TWOA” for further information.

 

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These personal obligations of TWOA’s Sponsor may have influenced TWOA’s board of directors’ decision to approve the Business Combination with LLP and to continue to pursue such Business Combination. In considering the recommendations of TWOA Board to vote for the Business Combination Proposal, TWOA’s shareholders should consider these interests.

 

If TWOA is unable to complete the Business Combination with LLP or another business combination by January 1, 2024, then unless TWOA amends its governing documents to further extend the date by which a business combination must be completed, TWOA will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against TWOA and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by shareholders could be less than $10.00 per share.

 

Under the current terms of the Current Charter, TWOA must complete the Business Combination with LLP or another business combination by January 1, 2024 (unless such date is extended by TWOA’s shareholders), or TWOA must cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating.

 

In such event, third parties may bring claims against TWOA. Although TWOA has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of TWOA’s Public Shareholders.

 

If TWOA is unable to complete a business combination by January 1, 2024, or subsequent extensions thereof, if approved by TWOA’s shareholders, the Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, by the claims of target businesses or claims of vendors or other entities that are owed money by TWOA for services rendered or contracted for or products sold to TWOA to the extent that such a vendor or prospective target business did not execute such a waiver. However, it may not be able to meet such obligation. Therefore, the per-share distribution from the Trust Account in such a situation may be less than $10.00 due to such claims.

 

Additionally, if TWOA is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if TWOA otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the Trust Account, TWOA may not be able to return to its Public Shareholders at least $10.00 per share.

 

TWOA’s shareholders may be held liable for claims by third parties against TWOA to the extent of distributions received by them.

 

If TWOA is unable to complete the Business Combination with LLP or another business combination within the time period required under its Articles, TWOA will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem 100% of the issued and outstanding Public Shares, which Redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such Redemption, dissolve and liquidate, subject to its obligations under Cayman Islands laws to provide for claims of creditors and the requirements of other applicable law, unless such time period is extended in accordance with the Current Charter. TWOA cannot assure you that it will properly assess all claims that may be potentially brought against TWOA. If TWOA is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, TWOA’s liabilities exceeded its assets, or it was unable to pay its debts as they fell due. As a result, a liquidator could seek to recover all amounts received by TWOA’s shareholders. Furthermore, TWOA’s directors may be viewed as having breached their fiduciary duties to TWOA or TWOA’s creditors and/or having acted in bad faith, and thereby exposing themselves and TWOA to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. There is no assurance that claims will not be brought against TWOA for these reasons.

 

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TWOA’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.

 

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, TWOA’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations (provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under TWOA’s indemnity of the underwriters of TWOA’s IPO against certain liabilities, including liabilities under the Securities Act). Other than as described above, none of TWOA’s other officers or directors will indemnify TWOA for claims by third parties including, without limitation, claims by vendors and prospective target businesses. TWOA has not independently verified whether the Sponsor has sufficient funds to satisfy the indemnity obligations and believe that the Sponsor’s only assets are securities of TWOA. TWOA believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because TWOA will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

 

While TWOA currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to TWOA, it is possible that TWOA’s independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If TWOA’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the Public Shareholders may be reduced below $10.00 per share.

 

TWOA may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.

 

TWOA has agreed to indemnify its officers and directors, subject to certain limitations, against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former officer or director in or about the conduct of TWOA’s business or affairs or in the execution or discharge of the existing or former officer’s or director’s duties, powers, authorities or discretions, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings, including all costs, expenses, losses or liabilities incurred by the existing or former officer or director in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal. No such existing or former officer or director, however, shall be indemnified in respect of any matter arising out of his own actual fraud, willful default or willful neglect.

 

Accordingly, any indemnification provided may only be satisfied if (i) TWOA has sufficient funds outside of its Trust Account or (ii) TWOA consummates the Business Combination. TWOA’s obligation to indemnify its officers and directors may discourage shareholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against its officers and directors, even though such an action, if successful, might otherwise benefit it and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent TWOA pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

 

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Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect TWOA’s business, including its ability to negotiate and complete a Business Combination.

 

TWOA is subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and applicable non-U.S. jurisdictions. In particular, TWOA is required to comply with certain SEC and potentially other legal and regulatory requirements, and its consummation of a Business Combination may be contingent upon its ability to comply with certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications. For example, the SEC has recently adopted certain rules and may, in the future adopt other rules, which may have a material effect on its activities and ability to consummate a Business Combination. See “— Certain of the procedures that TWOA, a potential business combination target, or others may determine to undertake in connection with proposed rules recently issued by the SEC may increase the costs and the time needed to complete a Business Combination and may constrain the circumstances under which TWOA could complete a Business Combination.” Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on its business, including its ability to negotiate and complete a Business Combination.

 

Certain of the procedures that TWOA, a potential business combination target, or others may determine to undertake in connection with proposed rules recently issued by the SEC may increase the costs and the time needed to complete a Business Combination and may constrain the circumstances under which TWOA could complete a Business Combination.

 

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other things, to disclosures in SEC filings in connection with Business Combination transactions between SPACs such as TWOA and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rule Proposals have not yet been adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that the SPAC, a potential business combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in TWOA Rule Proposals, may increase the costs and time of negotiating and completing a Business Combination, and may constrain the circumstances under which TWOA could complete a Business Combination. The need for compliance with the SPAC Rule Proposals may cause TWOA to liquidate the funds in the Trust Account or liquidate itself at an earlier time than it might otherwise choose. If TWOA were to liquidate, its shareholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of its securities.

 

If the Business Combination with LLP falls within the scope of applicable foreign ownership restrictions under CFIUS rules, TWOA may be unable to consummate the Business Combination.

 

TWOA’s Sponsor is HC PropTech Partners III LLC, a Delaware limited liability company. The Sponsor and TWOA’s officers, directors, advisors and their affiliates own an aggregate of 3,347,611 Founder Shares which they purchased from the Original Sponsor for an aggregate price of $500,000 and which will be converted into up to 3,347,611 Pubco Ordinary Shares. The Sponsor is expected to own approximately 6.0% of the Pubco’s equity interest following the Business Combination if no TWOA shareholders redeem their public shares in connection with the Business Combination, 6.1% if there are interim redemptions by TWOA Public Shareholders, or 6.2% if there are maximum redemptions.

 

Thus, TWOA believes that it and the Sponsor do not constitute a “foreign person” under CFIUS rules and regulations and further, TWOA does not believe the Business Combination between TWOA and LLP is subject to CFIUS review. However, if the Business Combination with LLP falls within the scope of applicable foreign ownership restrictions, TWOA may be unable to consummate the Business Combination. In addition, if the Business Combination falls within CFIUS’s jurisdiction, TWOA may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination.

 

Although TWOA does not believe the Business Combination between TWOA and LLP is subject to CFIUS review, CFIUS may take a different view and decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination, order us to divest all or a portion of a U.S. business of the combined company if TWOA had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any foreign ownership by the Sponsor. If TWOA were to seek an initial business combination other than the Business Combination, the pool of potential targets with which TWOA could complete an initial business combination may be limited as a result of any such regulatory restriction. Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because TWOA has only a limited time to complete the Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If TWOA liquidates, its Public Shareholders may only receive $10.51 per share. This will also cause investors to lose any potential investment opportunity in LLP and the chance of realizing future gains on your investment through any price appreciation in the combined company.

 

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Risks Relating to LLP’s Business

 

In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. The risk factors described below disclose both material and other risks, and are not intended to be exhaustive and are not the only risks facing us. Additional risks not currently known to us or that we currently deem to be immaterial, or which are not identified because they are generally common to businesses, also may materially adversely affect our business, financial condition, results of operations and cash flows in future periods.

 

Unless otherwise noted, all references in this subsection to “we,” “us” or “our” refer to the business of LLP prior to the consummation of the Business Combination, which will be the business of Pubco following the consummation of the Business Combination and, therefore, such references to “we,” “us” or “our” refer to the business of Pubco and its subsidiaries when describing events or circumstances that will or could occur following the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the business, financial condition, results of operations, cash flows and future prospects of Pubco, in which event the market price of Pubco Ordinary Shares could decline, and you could lose part or all of your investment. In general, investing in the securities of issuers in emerging market countries, such as Colombia, Costa Rica and Peru, involves risks that are different from the risks associated with investing in the securities of U.S. companies.

 

The success of our business depends on general economic conditions and prevailing conditions in the industrial and logistics real estate industry. Accordingly, any economic slowdown or downturn in real estate asset values or leasing activity may have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Our business is closely tied to general economic conditions and the performance of the industrial and logistics real estate industry. As a result, our financial and operating performance, the value of our real estate assets, our revenue stream and our ability to implement our business strategy may be affected by changes in national and regional economic conditions.

 

The performance of the real estate markets in which we operate tends to be cyclical and tied to the condition of the U.S. economy and the economies in the countries in which we operate, including Colombia, Costa Rica and Peru, as well as to investors’ perceptions regarding the global economic outlook. Fluctuations in nominal gross domestic product (“GDP”), increased inflation, rising interest rates, declining employment levels, declining levels of investments and economic activity, declining demand for real estate, declining real estate values and periods of general economic slowdown or recession, or perceptions that any of these events may occur or are occurring, have had a negative impact on the real estate market in the past and may adversely affect our future performance. In addition, the performance of the economies of the countries in which we operate may be dependent on or driven by one or more specific industries and by other factors affecting local economies. Other factors that may affect general economic conditions or local real estate conditions include: population and demographic trends, employment and personal income trends, income and other tax laws, changes in interest rates and availability and costs of financing, increased operating costs (including insurance premiums, utilities and real estate taxes, due to inflation and other factors which may not necessarily be offset by increased rents), changes in the price of oil, construction costs and weather-related events. Our ability to reconfigure our portfolio rapidly in response to changes in economic conditions is extremely limited.

 

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In addition, some of our principal expenses, including the service of our debt, income and real estate taxes and operating and maintenance costs, including insurance costs, do not decrease when market conditions are unfavorable. These factors may impair our ability to respond in a timely manner to downturns in the performance of our industrial properties and may have an adverse effect on business, financial condition, results of operations and prospects. Any recession and/or downturn in the real estate industry, which may affect us again in the future, could give rise to:

 

  a general decline in the price of rents or less favorable terms for new leases or renewals;
     
  the depreciation of the value of the properties in our portfolio;
     
  increased vacancy rates or our inability to lease our properties on favorable conditions;
     
  our inability to collect rents from our tenants;
     
  reduced levels of demand for industrial space and industrial facilities, or changes in consumer preferences vis-à-vis our available properties;
     
  an increased supply of industrial facilities or more suitable spaces in the markets in which we operate;
     
  higher interest rates, increased leasing costs, increased construction costs, distressed supply chains for construction materials, increased maintenance costs, reduced availability of financing on favorable terms and shortage of mortgage loans, lines of credit and other capital resources, all of which could increase our costs and limit our ability to acquire or develop additional real estate assets or refinance our debt;
     
  measures that limit our ability to develop acquired land pursuant to existing plans;
     
  increased costs and expenses, including, among other things, for insurance, labor, energy, real estate appraisals, real estate taxes and compliance with applicable laws and regulations; and
     
  the adoption of restrictive government policies or the imposition of limitations on our ability to pass on costs to our customers.

 

Furthermore, we expect that a limited number of financial institutions will hold all or most of our cash, including some institutions located in the United States. Depending on our cash balance in any of our accounts at any given point in time, our balances may not be covered by government-backed deposit insurance programs in the event of default or failure of any bank with which we maintain a commercial relationship. While the U.S. Federal Deposit Insurance Corporation provides deposit insurance of $250,000 per depositor, and the banks outside of the United States where some or all of our funds are currently held provide deposit insurance of less than US$50,000, per depositor, per insured bank. The amounts that we have in deposits in U.S. banks and non-U.S. may exceed these insurance amounts. Therefore, if the governments in the U.S. and other countries where our funds are held do not impose measures to protect depositors in the event a bank in which our funds are held fails, we may lose all or a substantial portion of our deposits. The occurrence of any default or failure of any of the banks in which we have deposits could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 

If economic and market conditions similar to those experienced between 2008 and 2010 or 2020 and 2021 were to return, our performance and profitability could deteriorate. In such event, we may not be able to comply with our financial covenants under our loan agreements and may be forced to seek waivers or amendments from our lenders or to refinance our indebtedness on terms that are consistent with our financial condition. No assurance can be given that we would be able to secure any such waiver or amendment on favorable terms or at all. In addition, if our business deteriorates, we may not have a level of liquidity sufficient to repay our debt at its maturity in the coming years, which would materially and adversely affect our business, financial condition, results of operations and prospects.

 

The volatility of the financial markets may adversely affect our financial condition and/or results of operations.

 

The volatility of the financial markets may have a negative impact on the availability of credit generally and may lead to a further weakening of the Colombian, Costa Rican, Peruvian, U.S., and global economies. Any disruption in the financial markets could materially impair the value of our real estate assets and our investments, have a negative impact on the availability of credit generally or on the terms (including as to maturity) on which we and our subsidiaries are or may be able to secure financing (including refinancing our indebtedness), impair our ability or the ability of our subsidiaries to make payments of principal and/or interest on our outstanding debt when due or to refinance that debt, or impair our clients’ ability to enter into new leases (including leases indexed to inflation or denominated in U.S. dollars) or meet their rent payment obligations under their existing leases.

 

In 2008 and 2009, the global financial markets experienced a crisis of unprecedented magnitude. This crisis severely affected the availability of financing. While financial markets have stabilized since then, we cannot predict whether they will destabilize in the future. This uncertainty may lead market participants to take a more conservative approach, which may in turn lead to decreased demand and price levels in the markets in which we operate. As a result of the above, we may not be able to recover the current carrying value of our properties, land or investments as a means to repay or refinance our indebtedness.

 

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In addition, global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the war between Russia and Ukraine. In February 2022, Russia launched a full-scale military invasion of Ukraine. Although the length and impact of the ongoing military conflict is unpredictable, the conflict in Ukraine has created and could lead to further market disruptions, including significant volatility in commodity prices, credit and capital markets. The war between Russia and Ukraine has led to sanctions and other penalties being levied by the United States, European Union and other countries mainly against Russia, including agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Additional potential sanctions and penalties have also been proposed and/or threatened. The war is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, scarcity in certain raw materials and products, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, there is a risk that Russia and other countries supporting Russia in this conflict may launch cyberattacks against the United States and its allies and other countries, their governments and businesses, including the infrastructure in those countries. Any of the foregoing consequences, including those we cannot yet predict, may have a material adverse effect on our business, financial condition, liquidity and results of operations.

 

The market volatility experienced over the past several years has made the appraisal of real estate assets more difficult, and may continue to do so in the future. If we cannot identify suitable financing resources or if we are unable to refinance our existing indebtedness, we may be forced to sell some of our properties to fund our operations or to engage in forced restructurings with our creditors. The valuation and stability of the prices of our and our subsidiaries’ properties are subject to some level of uncertainty, which may result in the values of these properties being lower than expected. In addition, we may not be able to sell our properties in a timely manner as a result of a lack of a readily available market for our properties.

 

Real estate investments are not as liquid as certain other types of assets, which may adversely affect our financial conditions and results of operations.

 

Real estate investments are not as liquid as certain other types of investments and this lack of liquidity may limit our ability to react promptly to changes in economic or other conditions. Significant expenditures associated with real estate properties, such as indebtedness payments, real estate taxes, maintenance costs, and the costs of any required improvements, are generally not reduced when circumstances cause a reduction in income from the investments. We may dispose of certain properties that have been held for investment to generate liquidity. If we need to sell any of our properties to obtain liquidity, we may not be able to sell those properties at market prices, which could have a material adverse effect on our business, financial condition and/or result of operations. If we believe there is too much of a risk of incurring taxes on any taxable gains from the sale, or if market conditions are not attractive in the relevant regional market, we may not pursue those sales.

 

We may decide to sell properties to third parties to generate proceeds to fund other real estate projects that we deem as more attractive. Our ability to sell or contribute properties on advantageous terms is affected by: (i) competition from other owners of properties that are trying to dispose of their properties; (ii) economic and market conditions, including those affecting the different regions where we operate; and (iii) other factors beyond our control. We cannot assure you that future market conditions will not affect our real estate investments or our ability to sell our assets at a profit, in a timely manner or at all. If our competitors sell assets similar to assets we intend to divest in the same markets or at valuations below our valuations for comparable assets, we may be unable to divest our assets at favorable pricing or at all. The third parties who might acquire our properties may need to have access to debt and equity capital, in the private and public markets, in order to acquire properties from us. Should they have limited or no access to capital on favorable terms, then dispositions and contributions could be delayed.

 

If we do not have sufficient cash available to us through our operations, sales or contributions of properties or available credit facilities to continue operating our business as usual, we may need to find alternative ways to increase our liquidity. Those alternatives may include, without limitation, divesting properties at less than optimal terms, incurring debt, accessing other capital resources, entering into leases with new customers at lower rental rates or less than optimal terms or entering into lease renewals with our existing customers without an increase in rental rates. We may intend to seek financing from financial institutions but cannot assure you that we will be able to access these or other sources of capital. There can be no assurance that these alternative ways to increase our liquidity will be available to us. Our inability to raise additional capital on reasonably favorable terms may jeopardize our future growth and affect our financial condition and/or results of operations. Additionally, taking measures to increase our liquidity may affect our business, and in particular, our distributable cash flow.

 

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Investments in real estate properties are subject to risks that could adversely affect our business.

 

Investments in real estate properties are subject to varying degrees of risk. While we seek to minimize these risks through geographic diversification of our portfolio, diversification among industries, market research and tenant diversification, these risks cannot be eliminated. Factors that may affect real estate values and cash flows include:

 

  local conditions, such as oversupply or a reduction in demand;
     
  technological changes, such as reconfiguration of supply chains, robotics, 3D printing or other technologies;
     
  the attractiveness and quality of our properties, and related services, to potential tenants and competition from other available properties;
     
  increasing costs of maintaining, insuring, renovating and making improvements to our properties;
     
  our ability to reposition our properties due to changes in the business and logistics needs of our customers;
     
  our ability to lease properties at favorable rates, including periodic increases based on inflation or exchange rates, and control variable operating costs;
     
  social problems, including safety, affecting certain regions;
     
  governmental and environmental regulations and the associated potential liability under, and changes in, environmental, community rights, zoning, usage, tax, tariffs and other laws; and
     
  reduction on the supply, price increases and other restrictions affecting the supply of key resources, such as water and electricity, may affect the construction industry and the operation of rental facilities in Colombia, Costa Rica, and Peru.

 

These factors may affect our ability to recover our investment in our properties and result in impairment charges.

 

We may not be successful in executing on our growth strategy if we are unable to make acquisitions of land or properties.

 

Our growth strategy includes the acquisition of individual properties or real estate assets when opportunities arise. Our ability to make acquisitions on favorable terms and to integrate them successfully into our existing operations is subject to various risks, including the risk that:

 

  we may not be able to acquire desired properties particularly in markets in which we do not currently operate;
     
  we may need additional land bank to accelerate our portfolio growth and execute our growth strategy to meet our goals;
     
  we may not be able to obtain financing for the relevant acquisition given our existing leverage position and increased interest rates;
     
  the properties we acquire may not prove accretive to our results, or that we may not be able to successfully manage and lease those properties to meet our goals;
     
  we may not be able to generate sufficient operating cash flows to make an acquisition;
     
  we may need to spend additional amounts than budgeted to develop a property or make necessary improvements or renovations;
     
  competition from other potential acquirors may significantly increase the purchase price of a desired property;
     
  we may spend significant time and money on potential acquisitions that we are unable to make as a result of the lack of satisfaction of customary closing conditions included in the agreements for the acquisition of properties, including the satisfactory completion of due diligence investigations;
     
  we may not be able to obtain any or all regulatory approvals necessary to complete the acquisition, including from regulatory authorities in the countries in which we operate;
     
  the process of pursuing and consummating an acquisition may distract the attention of our management team from our existing business operations;
     
  we may experience delays (temporary or permanent) if there is public or government opposition to our activities in any of the markets in which we operate; and
     
  we may not be able to rapidly and efficiently integrate new acquisitions, especially acquisitions of real estate portfolios, to our existing operations.

 

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We cannot assure you that we will be able to successfully manage all factors necessary to grow our business. If we are unable to find suitable acquisition targets, or if we find them and are unable to complete the acquisitions on favorable terms or to manage acquired properties to meet our goals, our business, financial condition, results of operations and prospects could be materially and adversely affected. In addition, we face risks arising from the acquisition of properties not yet fully developed or in need of substantial renovation or redevelopment, including, in particular, the risk that we overestimate the value of the property, the risk that the cost or time to complete the renovation or redevelopment will exceed our budget and the risk that the relevant location is never developed. Those delays or cost overruns may arise from:

 

  any shortages of materials or skilled labor;
     
  any delays in receiving materials, including as a result of global or regional supply chain issues;
     
  a change in the scope of the original project;
     
  the difficulty in obtaining necessary zoning, land-use, environmental, health & safety, building, occupancy, antitrust and other governmental permits;
     
  economic or political conditions affecting the relevant location;
     
  an increase in the cost of building materials and equipment;
     
  the discovery of structural or other latent defects in the property once construction has commenced; and
     
  delays in securing tenants.

 

Any failure to complete a development project in a timely manner and within budget or to lease the project after completion could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Where opportunities arise, we may explore the acquisition of properties or real estate assets in markets in the countries in which we operate. Our ability to make acquisitions in new markets and to successfully integrate those acquisitions to our existing operations is subject to the same risks as our ability to do so in the markets in which we currently operate. In addition to these risks, we may not possess the same level of familiarity with the dynamics and market conditions of any new markets that we may enter, which could adversely affect our ability to expand into or operate in those markets and, consequently, our business, financial condition, results of operations and prospects. We may not be able to achieve the desired return on our investments in new markets. If we are unsuccessful at expanding into new markets, our business, financial condition, results of operations and prospects could adversely affected.

 

We are dependent on our tenants for a substantial portion of our revenues and our business may be materially and adversely affected if a significant number of our tenants, or any of our major tenants, were to default on their obligations under their leases.

 

A majority of our revenues consists of rental income received from our tenants at our industrial real estate properties. Accordingly, our performance depends on our ability to collect rent payments from our tenants and on our tenants’ ability to make those payments. The revenues and financial resources available to service our debt and make distributions could be materially and adversely affected if a significant number of our tenants, or any of our major tenants, or tenants affected in certain geographic regions, were to postpone the commencement of their new leases, decline to extend or renew their existing leases upon expiration, default on their rent and maintenance-related payment obligations, close down or reduce the level of operations of their businesses, enter reorganization proceedings or similar proceedings, or file for bankruptcy. Any of these events may be the result of various factors affecting our tenants. Any of these events could result in the suspension of the effects of each lease, the termination of the relevant lease and the loss of or a decrease in the rental income attributable to the suspended or terminated lease.

 

If upon expiration of a lease for any of our properties, a tenant does not renew its lease, we may not be able to re-rent the property to a new customer, may need to incur substantial capital expenditures to re-lease the relevant properties, or the terms of the renewal or new lease (including the cost of renovations for the customer) may be less favorable to us than current lease terms. If a significant number of tenants were to default on their obligations under their leases, we could experience delays and incur substantial expenses in enforcing our rights as landlord.

 

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A general decline in the economy may result in a decline in demand for space at our properties. As a result, tenants may delay lease commencement, fail to make rental payments when due or declare bankruptcy. Any such event could result in the termination of that tenant’s lease and losses to us, and funds available for distribution to investors may decrease. If tenants were unable to comply with the terms of their leases for any reason, including because of rising costs or falling sales, we may deem it advisable to modify lease terms to allow tenants to pay a lower rent or smaller share of taxes, insurance and other operating costs. If a tenant becomes insolvent or bankrupt, we cannot be sure that we could recover the premises from the tenant promptly or from a bankruptcy trustee or equivalent appointee in any bankruptcy proceeding relating to the tenant. We also cannot be sure that we would receive rent in the proceeding sufficient to cover our expenses with respect to the premises. Bankruptcy laws in some instances may restrict the amount and recoverability of our claims against the tenant. A tenant’s default on its obligations to us could adversely affect our financial condition and the cash we have available for distribution.

 

In historical periods, we have had material amounts of past due rental income under our lease portfolio. We cannot make assurances that this will not continue to occur in the future. See “Information about LLPOur Leases.”

 

We derive a significant portion of our rental income from a limited number of customers.

 

As of and for the years ended December 31, 2022 and 2021, our 10 largest tenants accounted for approximately 49.0% and 59.6% of our total GLA and approximately 55.1% and 59.6% of our rental income, respectively. Kuehne + Nagel, Pequeno Mundo, AliCorp, PriceSmart and Natura were our largest customers in terms of Leased GLA for the years ended December 31, 2022 and 2021, collectively representing 29.8% and 31.4% of our Leased GLA for the years ended December 31, 2022 and 2021, respectively. Those same customers were our largest customers in terms of rental income, representing 32.6% and 38.1% of our rental income for the years ended December 31, 2022 and 2021, respectively.

 

If any of our principal tenants were to terminate their leases or seek the restructuring of their leases, as applicable, as a result of any conditions affecting any of them, and we were unable to renew those leases on terms reasonably acceptable to these tenants or at all upon their expiration, our business, financial condition and results of operation could be materially and adversely affected. In addition, should any such tenant elect not to renew their leases upon their expiration, depending on the condition of the market at the time, we may find it difficult and time-consuming to lease these properties to new customers. We cannot assure you that we would be able to quickly re-lease any of these properties or at all, or that our results of operations would not be affected as a result of our inability to do so. Any delay in re-leasing a substantial portion of our GLA may affect our business, financial condition and results of operations.

 

Further, while all of our leases are classified as operating leases, as of September 30, 2023, one of our leases included a purchase option at fair market value at the end of the lease. These leases accounted for 2.0% of our total GLA. If any of our tenants were to exercise such purchase options, this could affect our business, financial condition and results of operations.

 

In addition, if any of our principal tenants were to experience a downturn in business or a weakening of its financial condition, that tenant may not be able to meet its rent payment obligations when due or could default on its other obligations under its lease, either of which could have a material adverse effect on our business, financial condition and results of operations.

 

Our clients operate in certain specific industrial sectors in Colombia, Costa Rica and Peru, and our business may be adversely affected by an economic downturn in any of those sectors.

 

Our clients operate in certain specific industrial sectors in Colombia, Costa Rica and Peru. As of December 31, 2022, our tenant base in terms of Leased GLA was comprised primarily of companies engaged in the Third Party Logistics (27.3%), Retailer (33.3%), Consumer Goods Distribution (31.7%) and Others (7.7%). Our exposure to these industries subjects us to the risk of economic downturns or other adverse events affecting these sectors. If any of these risks were to materialize, our business, financial condition and results of operations could be materially and adversely affected.

 

For instance, in Peru, companies operating in the Third Party Logistics (3PL), Retailer, Consumer Goods Distribution, and related industries face various risks. Economic volatility in the country can affect consumer spending and overall business activity. Changes in regulations and policies, such as import/export rules, tax policies, and customs procedures, can create operational challenges. Peru’s infrastructure limitations, including inadequate warehousing facilities and challenges in last-mile delivery, can hinder operations and increase costs. Moreover, the 3PL, Retailer and Consumer Goods Distribution sectors in Peru are highly competitive, requiring constant innovation, cost management, and differentiation strategies to maintain market share. Supply chain disruptions caused by natural disasters, political unrest, or global events can also impact the movement of goods and logistics operations.

 

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An increase in competition could lead to lower occupancy rates and rental income and could result in fewer investment opportunities.

 

We compete with a growing number of investors, developers of real estate projects and operators of industrial properties in Colombia, Costa Rica and Peru, many of which offer products similar to ours or may be interested in the same assets or properties. Some of our competitors may have significantly larger financial and other resources than ours and may be able or willing to undertake more risks than those we can manage.

 

Our principal competitors include Grupo Montecristo and Mobilaire, which operate industrial properties in Costa Rica, and Aldea Logistica Global S.A.C., which operates industrial properties in Peru. Additional competitors include Megacentro and Bodegas San Francisco Inmobiliaria Alquife S.A.C., which owns industrial assets in Peru and Chile. We also compete with local REITs, which own a significant number of industrial properties in Costa Rica. In addition, in the future we may face competition from other regional participants present in one or several of our markets.

 

Any future increase in competition could lead to a decrease in the number of investment opportunities available to us, to an increase in the bargaining power of prospective sellers of real estate assets or to an increase in the value of real estate assets that may be attractive to us. Moreover, financially stronger competitors may have more flexibility than we do to offer rent incentives in order to attract tenants. If our competitors offer space for lease at prices below the prevailing market prices or which are lower than the prices we currently charge to our tenants, we may lose existing or potential tenants and may be forced to reduce our prices or offer substantial rent abatements, improvements, early termination options or more favorable renewal terms in order to retain our tenants when their leases expire. In any such event, our business, financial condition, results of operations and prospects.

 

For example, the real estate projects in Peru are currently facing a significant increase in competition, primarily from the parties mentioned above, which poses risks for companies operating within these developments. One of the primary risks in the Peruvian market is the potential impact on occupancy rates. With a larger number of competing businesses offering rentals in a limited market, there is a higher likelihood of increased vacancy rates. The competition for tenants becomes more intense, making it crucial for businesses to implement effective strategies to attract and retain tenants for their real estate projects. Another risk associated with increased competition is the potential downward pressure on rental rates. The Company may find it challenging to maintain or increase rental prices as it strives to remain competitive and attract tenants amidst the expanding market options. This can negatively impact the Company’s profitability and financial performance.

 

We are dependent on our ability to raise capital through financial markets, divestitures or other sources to meet our future growth expectations.

 

We are dependent on our ability to secure financing, divest assets or access other capital resources to expand our real estate portfolio and meet our future growth expectations. We intend to seek financing from financial institutions but cannot assure you that we will be able to access these or other sources of capital. We also face the risk that the terms of available new financing may not be as favorable as the terms of our existing indebtedness, particularly if interest rates continue to rise in the future, and we may be forced to allocate a material portion of our operating cash flow to service our debt, which would reduce the amount of cash available to fund our operations and capital expenditures or future business opportunities or for other purposes.

 

In addition, our ability to raise capital through the issuance and sale of ordinary shares to finance our future growth will depend in part on the prevailing market price for our ordinary shares, which depends on a number of market conditions and other factors that may vary from time to time, including:

 

  the appetite of investors;
     
  our financial performance and that of our tenants;
     
  our ability to meet market expectations and the expectations of our investors with respect to our business;
     
  the reports of financial analysts with respect to our business;
     
  the prevailing economic, political and social environments in Colombia, Costa Rica, and Peru;

 

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  the condition of the capital markets, including changes in the prevailing interest rates for fixed-income securities;
     
  the prevailing legal environments in Colombia, Costa Rica, and Peru with respect to the protection of minority shareholder interests;
     
  distributions to our shareholders, which largely depend on our operating cash flows, which in turn are dependent on the increase of revenues from our developments and acquisitions, the increase of our rental income, and on committed projects and capital expenditures; and
     
  other factors, such as changes in regulation (including, in particular, any changes in tax, labor and environmental regulation) or the adoption of other governmental or legislative measures affecting the real estate industry generally or us particularly.

 

Adverse changes in our credit ratings could impair our ability to obtain additional debt or equity financing on favorable terms, if at all. Our credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analysis of us. Our credit ratings can affect the amount and type of capital we can access, as well as the terms of any financings we may obtain. There can be no assurance that we will be able to maintain our credit ratings. In the event our credit ratings deteriorate, it may be more difficult or expensive to obtain additional financing or refinance existing obligations or commitments. Also, a downgrade in our credit would trigger additional costs or other potentially negative consequences under our current and future credit facilities and debt instruments.

 

Our inability to raise additional capital on reasonably favorable terms may jeopardize our future growth and affect our business, financial condition, results of operations and prospects.

 

For example, the prevailing economic, political, social, and legal environments in Peru present various risks to consider. These risks can impact different aspects of operations and overall business performance. Economic risks arise from factors such as economic volatility, fluctuations in currency exchange rates, and changes in consumer spending patterns. Peru’s economy is subject to both internal and external influences, and businesses must carefully monitor economic indicators and adapt their strategies accordingly.

 

Political risks stem from uncertainties in Peruvian government policies, changes in regulations, and political instability. Shifts in Peruvian political landscapes can lead to policy changes that may directly impact businesses, affecting areas such as taxation, trade agreements, and industry regulations. Social risks in Peru are associated with societal factors, including labor relations, social unrest, and cultural dynamics. Issues such as labor strikes, protests, or changes in consumer preferences can disrupt business operations and impact market demand.

 

Legal risks in Peru arise from factors such as changes in laws and regulations, compliance requirements, and legal disputes. The Peruvian legal system may experience updates or modifications that impact various industries and business practices. Additionally, legal risks can stem from contract enforcement, intellectual property protection, and labor laws. Contractual disputes or difficulties in enforcing agreements can disrupt business operations and lead to financial and reputational consequences. Intellectual property infringement or inadequate protection measures can also pose risks to businesses operating in Peru. Compliance with labor laws and regulations is crucial to maintain positive employee relations and avoid legal penalties.

 

Our levels of indebtedness may affect our cash flows and expose our properties to the risk of foreclosure.

 

Since 2016, we have grown our portfolio through the development of new industrial real estate properties. Historically, we have financed our acquisitions and real estate purchases with equity contributions of our shareholders and cash proceeds from secured loans and credit facilities that have been typically secured by a mortgage or similar interest on the relevant property. If we were to acquire stabilized portfolios in the future, we may continue to use this acquisition strategy and enter into similar secured loans. As of September 30, 2023, our total outstanding debt was $234.7 million. For more information on our existing indebtedness, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LLP—Debt.”

 

We may from time to time incur additional indebtedness to finance strategic acquisitions, investments or joint ventures, or for other purposes. Although our bylaws do not currently contain any provisions that establish debt ratios or limitations on the incurrence of debt, any debt issued through bonds requires approval at our general shareholders’ meeting. Additionally, certain agreements we have entered into or may enter into in the future may establish limitations on our ability to incur debt, including approval from our shareholders. If we incur additional indebtedness or renegotiate the terms of our existing loans and credit facilities, our financial obligations may increase significantly and our ability to service our debt may be adversely affected.

 

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In addition, we may be subject to risks related to our financing in the form of debt instruments, including the risk that our cash flow may not be sufficient to meet our scheduled payments of principal and interest, the risk that we may be unable to refinance our debt (particularly as a result of our failure to renegotiate terms with large numbers of investors) and the risk that our level of indebtedness may increase our vulnerability to economic or industry downturns, placing us at a disadvantage compared to other competitors that are less leveraged. Our debt service obligations may also limit our flexibility to anticipate or react to changes in the real estate industry or the business environment generally, including by incurring additional debt to take advantage of attractive opportunities. Our failure to comply with the financial and other restrictive covenants in the agreements that govern our indebtedness would constitute an event of default that, unless cured or waived, would result in our failure to service our indebtedness and the foreclosure on the properties securing our obligations. Moreover, our reputation could be damaged and/or our business harmed if we are viewed as developing underperforming properties, suffer sustained losses on our investments, default on a significant level of loans or experience significant foreclosure of our properties. If any of these risks were to materialize, our business, financial condition and results of operations could be materially and adversely affected.

 

The agreements governing our existing indebtedness include financial and other covenants that impose limitations on our ability to pursue certain business opportunities or to take certain actions.

 

The agreements governing our existing indebtedness, or any future indebtedness we incur, include or are likely to include financial and other covenants that impose limitations on our ability to:

 

  incur additional indebtedness;
     
  repay our debts prior to their stated maturities;
     
  make acquisitions or investments or take advantage of business opportunities;
     
  create or incur additional liens;
     
  divest assets when they are subject to collateral restrictions;
     
  transfer or sell certain assets or merge or consolidate with other entities;
     
  implement mergers, spin-offs or business reorganizations of our business;
     
  enter into certain transactions with affiliates;
     
  sell shares in our subsidiaries and/or enter into joint ventures; and
     
  take certain other corporate actions that would otherwise be desirable.

 

These limitations may adversely affect our ability to finance our future operations, address our capital requirements or pursue available business opportunities. Our breach of any of these covenants would constitute an event of default that could give rise to the termination of the relevant agreement and the acceleration of our payment obligations. In such event, our lenders could declare immediately due and payable the outstanding principal amount of and accrued interest on our debt obligations and other fees, and could take collateral enforcement actions (including foreclosing on our assets). Any of these events could force us to enter reorganization proceedings or file for bankruptcy, which would materially and adversely affect our business.

 

We have previously breached covenants under our loan agreements and obtained waivers for such breaches. If we are unable to comply with our debt covenants in the future, we may continue to seek waivers from applicable lenders, which may not be granted.

 

As of December 31, 2022, LLP was not in compliance with certain financial covenants under certain non-recourse project financing loan agreements, including LLP’s loans from Banco Davivienda, Bancolombia, and ITAÚ Corpbanca Colombia. LLP breached a financial ratio covenant with Bancolombia in June 2023. Despite LLP not missing any debt service payments, each of these covenant breaches constituted an “event of default” under LLP’s credit agreements. In order to address the Banco Davivienda year-end covenant breach, LLP obtained a waiver in February 2023. The Banco Davivienda debt was refinanced in April 2023 with Banco Nacional de Costa Rica. The ITAÚ Corpbanca Colombia loan was fully repaid in August 2023, in connection with LLP’s sale of a Colombian investment property, thus curing any covenant breach. In September 2023, LLP restructured its Bancolombia debt, thereby deferring principal payments until May 2024, at which point LLP will have 12 months to pay the deferred principal related to the debt.

 

The current interest rate environment in Colombia could result in further covenant breaches and require further covenant waivers from financial institutions. No assurance can be provided that any such waivers will be obtained. Any default by us under our existing credit agreements that is not waived by the applicable lenders could materially adversely impact our results of operations and financial position, make it more difficult to obtain future financing and adversely impact our investors and business prospects.

 

Our insurance coverage may not cover all the risks to which we may be exposed.

 

We carry insurance coverage for our properties against various risks, including general liability, earthquakes, floods and business interruption. We determine the type of coverage and the policy specifications and limits based on what we deem to be the risks associated with our ownership of properties and our business operations in specific markets. That coverage typically includes property damage and rental loss insurance resulting from perils such as fire, windstorm, flood, and commercial general liability insurance. We believe our insurance coverage contains the policy specifications and insured limits customarily carried by companies owning similar properties, and taking part in similar business activities in our industry in Costa Rica, Colombia and Peru.

 

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We believe our properties are adequately insured. Certain losses, however, including losses from floods, earthquakes, acts of war, acts of terrorism, riots, pandemics, pollution or environmental matters generally are not insured against or not fully insured against because it is not deemed economically feasible or prudent to do so. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our properties, we could experience a significant loss of capital invested and future revenues in these properties and could remain obligated under any recourse debt associated with the property.

 

Furthermore, we cannot be sure that the insurance companies will be able to continue to offer products with sufficient coverage at commercially reasonable rates. If we experience a loss that is uninsured or that exceeds insured limits with respect to one or more of our properties or if the insurance companies fail to meet their coverage commitments to us in the event of an insured loss, then we could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties and, if there is recourse debt, then we would remain obligated for any financial obligations related to the properties. Any such losses or higher insurance costs could adversely affect our business, financial condition, results of operations and prospects.

 

A number of our investments are located in areas in Colombia, Costa Rica and Peru that are known to be subject to natural disasters, such as earthquakes. We generally carry earthquake insurance on our properties located in areas historically subject to seismic activity, subject to coverage limitations and deductibles.

 

Our tenants may default on their obligation to maintain insurance coverage.

 

Under the terms of our leases, our tenants are required to purchase and maintain general liability, inventory insurance coverage, as well as insurance coverage for their employees and visitors. If our tenants default on these obligations, we will be forced to purchase insurance coverage in their stead and to pursue action to obtain reimbursement from those tenants. These unanticipated costs and expenses could have an adverse impact on our business, financial condition, results of operations and prospects.

 

In Peru, for instance, our lease agreements typically provide that if a tenant does not purchase, acquire, maintain or renew the insurance policy or level of insurance required by the agreement, the parties must coordinate local and temporal insurance at the levels required. If local and temporal insurance coverage is not in place within five (5) business days from the date of the request, LLP may terminate its lease agreement with that tenant, in accordance with the provisions of Article 1430 of the Civil Code of Peru.

 

In addition, if our tenants fail to maintain sufficient or adequate insurance, we may be held liable for losses otherwise attributable to those tenants or their businesses, which losses may not be covered by our own insurance policies. However, some of our leases provide that in the event of any loss attributable to the tenant, the tenant shall be obliged to directly respond for all damages and harm that LLP or third parties may suffer. In the event of an occurrence at a property whose tenant has failed to purchase or maintain adequate insurance coverage or in respect of which we ourselves do not maintain insurance coverage, we may lose a significant portion of our capital investment in or our projected cash flows from that property while remaining obligated to service the debt for which that property served as collateral, either of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Our leases include certain provisions that may prove unenforceable.

 

All of our leases are governed by Colombian, Costa Rican, and Peruvian law, as applicable. While some of our leases provide that the tenant will not be entitled to rent withholding in the event of damage to or destruction of all or part of the relevant property (which are known as “hell or high water” provisions), under applicable law, the tenant will not accrue rent until repairs are made or may request a rent abatement equal to the percentage of the property that became damaged or destroyed. Our leases in Peru and Colombia do not include hell or high water provisions, and instead provide that in extraordinary situations, tenants may suspend rent payments for as long as the extraordinary situation results in the inability to use the leased property. Furthermore, if the extraordinary situation makes the use of the leased property permanently or definitively impossible, the tenant may invoke the termination of the contract. Additionally, some or all of our leases are subject to arbitration provisions. In those cases, we cannot give you any assurance as to whether an arbitrator in the applicable country would uphold the relevant provisions of our leases or find them unenforceable. In the latter event, our rental income would decrease and our business, financial condition, results of operations and prospects could be adversely affected.

 

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The value of our assets may suffer impairment losses that may adversely affect our results of operations.

 

We review the carrying amounts of our real estate assets on a regular basis to determine whether there is any indication that those assets have suffered an impairment loss. The determination as to the existence of impairment indicators is based on factors such as market conditions, tenant performance and legal structure. For example, the termination of a lease by a tenant may lead us to recognize an impairment loss through a third party valuation. We determine the value of our real estate assets based on the net present value of our future property net operating income and other revenues from or charges against those assets, divided by a determined discount rate determined by a third party appraiser. That discount rate may vary as a result of changes in interest rates and other market conditions over which have no control. The higher the discount rate, the lower the value of our assets. In 2022 and 2021 we recognized a gain on the revaluation of our properties of $3,525,692 million and $13,205,271 million, respectively.

 

If we determine that an impairment loss has occurred, we will adjust the net carrying value of the relevant property to account for that loss, which may materially and adversely affect the collateral provided to creditors (thereby requiring additional collateral to be provided) or our results of operations for the relevant reporting period and our business, financial condition, results of operations and prospects.

 

We are subject to risks related to the development of new properties, including due to an increase in construction costs and supply chain issues.

 

We are subject to risks related to our development and leasing activities that may adversely affect our results of operations and available cash flows, including, among others, the risk that:

 

  we may not be able to lease space in our new properties at profitable prices;
     
  we may abandon development opportunities and fail to capitalize on our investments in research and valuation in connection with those opportunities;
     
  we may not be able to obtain or may experience delays in obtaining all of the requisite zoning, building, occupancy and other governmental permits and authorizations;
     
  the feasibility studies for the development of new properties may prove incorrect once the development has commenced;
     
  our business activities may not be as profitable as expected as a result of increased costs of land reserves;
     
  actual costs of construction of a project may exceed our original estimates or the construction may not be completed on schedule, for example, as a result of delays attributable to contractual defaults, local climate conditions, nationwide or local strikes by construction workers or shortages of construction materials or electric power or fuel for our equipment, any of which would render the project less profitable or unprofitable;
     
  we may be forced to incur additional costs to correct defects in construction design or that are demanded by our tenants; and
     
  we may be held jointly liable for any underlying soil contamination on any of our properties with the party that caused that contamination, even if that contamination was not identifiable by us.

 

Any of these risks could give rise to material unanticipated delays or expenses and could in certain circumstances prevent the completion of our development or renovation projects once they have commenced, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Construction materials, labor, and other related expenses can fluctuate, impacting the overall cost of developing new properties. In Peru, for example, according to the Peruvian Chamber of Construction (CAPECO), construction costs in Peru increased by an average of 3.2% in 2020. Such cost increases can affect project budgets, profitability, and timelines. Regarding supply chain issues, Peru’s geography and transportation infrastructure can present challenges in procuring construction materials and equipment. Delays or disruptions in the supply chain, whether due to natural disasters, political unrest, or global events, can impact project timelines and increase costs. For instance, the El Niño phenomenon in 2017 caused severe flooding in Peru, leading to supply chain disruptions and construction delays.

 

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We may fail to maintain, obtain or renew or may experience material delays in obtaining requisite governmental or other approvals, licenses and permits for the conduct of our business.

 

We are subject to numerous governmental and local regulations and require various approvals, licenses, permits, concessions and certificates in the conduct of our business. We cannot assure you that we will not encounter significant problems in obtaining new or renewing existing approvals, licenses, permits, concessions and certificates required in the conduct of our business, or that we will continue to satisfy the current or new conditions to those approvals, licenses, permits, concessions and certificates that we currently have or may be granted in the future. There may also be delays on the part of regulatory and administrative bodies in reviewing our applications and granting approvals, which have become increasingly common since the beginning of the COVID-19 pandemic due to closures and/or reduced operations of public offices.

 

The implementation of new laws and regulations on environmental protection, health and safety-related matters in the jurisdictions in which we operate may create stricter requirements to comply with, including requirements relating to the demands of communities where the real estate is located. This could delay our ability to obtain the related approvals, licenses, permits, concessions and certificates, or could result in us not being able to obtain them at all. If previously obtained approvals, licenses, permits and certificates are revoked and/or if we fail to obtain and/or maintain the necessary approvals, licenses, permits, concessions and certificates required for the conduct of our business, we may be required to incur substantial costs or temporarily suspend or alter the operation of one or more of our properties, industrial parks, or projects in construction or any relevant component thereof, which could affect the general operation of these locations or our compliance with any leases at those locations, which in turn could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

While we have not been subjected in the past to material civil, regulatory or criminal penalties resulting from untimely compliance or non-compliance with applicable laws and regulations, we could be subjected to civil, regulatory and criminal penalties that could materially and adversely affect the continued operation of our businesses, including: loss of required licenses to operate one or more of our locations, potential breach of our obligations under our lease agreements, significant fines or monetary penalties, or closing of our locations as a preventative measure. In addition, changes in these laws and regulations may restrict our existing operations, limit the expansion of our business and require operating changes that may be difficult or costly to implement.

 

We are subject to specific legal risks concerning the maintenance, acquisition, renewal, or delays in obtaining necessary governmental approvals, licenses, and permits for our business operations in the countries in which we operate. These risks are influenced by the legal framework and regulatory processes in the countries in which we operate. One significant risk is the potential failure to obtain or renew requisite approvals, licenses, and permits. This can arise due to changes in regulations, administrative processes, or compliance requirements. Specifically in Peru, businesses may need to obtain permits and licenses from various government entities, such as municipal authorities, environmental agencies, or specialized regulatory bodies, depending on the nature of their operations. Failure to obtain or renew these approvals in a timely manner can disrupt business activities and result in financial and legal consequences.

 

Our real estate assets may be subject to eminent domain and dispossession by the governments of the countries in which we operate for reasons of public interest and other reasons.

 

Our real estate assets may be subject to eminent domain and dispossession by the governments of the countries in which we operate for reasons of public interest and other reasons.

 

For example, the Colombian government could seize or expropriate our assets under certain circumstances for fair compensation. Pursuant to Articles 58 and 59 of the Colombian constitution, the government can exercise its eminent domain powers in respect of private property assets in the event such action is deemed by the Government to be required in order to protect public interests. According to Law 388 of 1997, eminent domain powers may be exercised through: (i) an ordinary eminent domain proceeding, or (ii) an administrative eminent domain. In all cases we would be entitled to a fair compensation for the expropriated assets. Also, as a general rule, compensation must be paid before the asset is effectively expropriated. However, the compensation may be lower than the price for which the expropriated asset could be sold in a free-market sale or the value of the asset as part of an ongoing business. The aforementioned Article 59 of the Colombian constitution establishes eminent domain for war reasons, which require that compensation be paid before eminent domain but can only be executed on a temporary basis.

 

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The Peruvian government could expropriate our assets, provided that the requirements set forth in Article 70 of the Political Constitution of Peru and Legislative Decree No. 1192, which approves the Framework Law on the Acquisition and Expropriation of Real Property, are met. These requirements include that the expropriation is based on grounds of national security or public necessity, authorized by express law of the Congress of the Peru in favor of the State; and carried out after payment of just compensation, which includes compensation for any potential damages. In some cases, the owner of the real estate asset subject to eminent domain can request a review of the appraisal value of the asset through arbitration or judicial means if there is a valid claim that the compensation offered does not amount to the market value of the asset. In the event of irregular eminent domain or confiscation of a company’s productive assets in Peru, an arbitration claim can be filed, provided there is an Investment Protection Treaty (which would allow, for example, arbitration claims before the ICSID or another arbitral institution). Alternatively, in cases of irregular eminent domain, parties whose assets are subject to eminent domain can file amparo actions for violation of the right to property, and if the judicial system does not provide a favorable resolution, parties may seek recourse with the Inter-American Human Rights System.

 

In Costa Rica, real estate assets may be subject to eminent domain by the government for proven and declared public interest. Pursuant to Costa Rican Expropriation Law, Law number 7495, the government has the authority to encumber an owner of the property’s constitutional right to private property through the prior payment of fair compensation. The expropriation procedure in Costa Rica commences with a declaration of public interest for the eminent domain. Upon notification to the owner, the government prepares an administrative valuation that the owner must either accept or reject. If the owner accepts, the agreed-upon payment is made, and the property is transferred to the government. If the owner does not accept the administrative valuation, the government must initiate a judicial eminent domain process, during which the fair price is examined. To initiate this judicial process, the government must deposit the amount determined in the administrative valuation, allowing the judge to order the government’s possession of the property. Simultaneously, a judicial valuation is conducted to review the price, and either party may request a third valuation. Once all valuations are completed, the judge issues a decision defining the fair price. Regardless of the outcome of the judicial valuations, the owner is paid the price determined in the administrative valuation. Consequently, the decision can either confirm the fair price or increase the property’s value.

 

If the government of any of the countries in which we operate seeks eminent domain of one or more of our properties, we may be subjected to unexpected legal fees and/or the ultimate loss of one or more of our properties at a price less than we could have obtained for it in the open market, which in turn could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

We may acquire properties and companies that involve risks that could adversely affect our business and financial condition.

 

We have acquired properties and will continue to acquire properties through the direct acquisition of real estate or the acquisition of entities that own real estate. The acquisition of properties involves risks, including the risk that the acquired property will not perform as anticipated, that any actual costs for rehabilitation, repositioning, renovation and improvements identified in the pre-acquisition due diligence process will exceed estimates, or that any such contingencies are not indemnifiable. When we acquire properties, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures. Additionally, there is, and it is expected there will continue to be, significant competition for properties that meet our investment criteria as well as risks associated with obtaining financing for acquisition activities. The acquired properties or entities may be subject to liabilities, including tax liabilities, which may be without any recourse, or with only limited recourse, with respect to unknown liabilities. As a result, if a liability were asserted against us based on our new ownership of any of these entities or properties, then we may have to pay substantial sums to settle it.

 

We may be unable to integrate the operations of newly acquired companies and realize the anticipated synergies and other benefits or do so within the anticipated timeframe. Potential difficulties we may encounter in the integration process include: (i) the inability to dispose of assets or operations that are outside of our area of and unforeseen increased expenses, delays or regulatory conditions associated with these transactions; and (iii) performance shortfalls as a result of the diversion of management’s attention caused by completing these transactions and integrating the companies’ operations.

 

Delays or an increase in costs in the construction of new buildings or improvements could have an adverse effect on our business, financial condition, results of operations and prospects, including due to supply chain issues.

 

Delays or an increase in costs in the construction of new buildings or improvements to our existing properties could have an adverse effect on our business, financial condition, results of operations and prospects. The engineering, design and construction phases of new projects typically require nine to twelve months, and improvements to existing properties typically require one to three months. If we experience engineering, design or construction delays as a result of our vendors’ failure to meet their obligations or otherwise, we may not be able to deliver our new projects or tenant improvements at existing properties on schedule and will not receive rental income from those properties in the meantime. Accordingly, any such delay could affect our reputation and have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, some of our leases may provide for penalties for every day that we fail to deliver the property. If this were to occur, we may be able to pass on these liabilities to our contractors, but we can provide no assurance that we will be able to do so. If we are unable to pass on to our contractors the costs associated with construction delays, our business, financial condition, results of operations and prospects may be materially adversely affected.

 

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We rely on an extensive network of suppliers around the world that produce and deliver the materials we require for construction of new buildings or improvements. Our results are, therefore, impacted by current global supply constraints that have led to increased lead times, backordered products and scarcity.

 

We may be subject to claims for construction defects or other similar actions in connection with our lease management business.

 

In our capacity as lease managers, we retain independent contractors to provide engineering, construction and project management services for our properties, and oversee their performance. We cannot give any assurance that we will not be subject to claims for construction defects or other similar actions, even if those defects are not attributable to us. An adverse outcome in any claim or litigation arising from construction defects or property management issues could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

We are dependent on key personnel. The loss of one or more members of our management team, including our Chief Executive Officer, could have a material adverse effect on our operations.

 

Our continuing success is attributable to a significant degree to the efforts of our management team, including our Chief Executive Officer, Esteban Saldarriaga. Our Chief Executive Officer and other members of our management team have favorable reputations in the real estate industry at both the national and regional level. Our Chief Executive Officer is responsible, to a significant degree, for attracting new business opportunities and leading negotiations with lenders, potential joint venture partners and large institutional clients. The loss of our Chief Executive Officer or any or all of the other members of our management team, including our Chief Financial Officer, regional acquisition manager, and country managers in Colombia, Costa Rica and Peru, for any reason, their inability to remain in their current positions or our inability to replace them, could have a material adverse effect on our business, financial condition, results of operations and prospects and a negative impact on our business relationships with our lenders and clients.

 

In addition, the experience and skill of certain members of our management team has proven critical in identifying and attracting local clients and opportunities. We consider especially relevant the relationships of our officers in the countries and regions in which we operate. As we continue to grow, our success will depend to a significant extent on our ability to recruit and retain qualified personnel in all areas of business and we can provide no assurance that we will be able to do so. Our ability to retain senior management as well as experienced personnel will in part depend on our having in place appropriate staff remuneration and incentive schemes. The remuneration and incentive schemes we have in place may not be sufficient for retaining the services of our experienced personnel.

 

We are focused on a single business segment. Any negative impact on the industrial real estate industry could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Our corporate purpose consists of holding shares in companies engaged in the development, acquisition, leasing, management and financing of modern, efficient and sustainable logistics parks.

 

To the extent that this particular sector is negatively impacted, all of our operations and our business may be negatively impacted as well. Further, within the industrial segment, we focus on premium assets (Class A). This may present a risk to the extent that it narrows our target market, and therefore a decrease in demand in this market may affect our growth. Focusing our operations in a single business segment could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

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Increases in the prices of energy, raw materials, equipment or wages, including due to inflation, could increase our development and operating costs.

 

Our business is significantly exposed to the price of energy, raw materials and components, including, among others, the price of cement and steel, as well as the price of purchasing or leasing equipment. Certain inputs used by us in our operations are susceptible to significant fluctuations in prices, over which we may have little control. The prices of some of these inputs are affected to a significant extent by the prices of commodities, such as oil and steel. Global oil prices decreased in 2018, increased in 2019, declined significantly in 2020 as a result of the COVID-19 pandemic but reached pre-COVID-19 levels by the end of 2020, increased in 2021 due to supply shocks and the resurgence of demand, and, more recently, rose sharply in early 2022 due to the conflict between Ukraine and Russia.

 

We cannot assure you that the prices of relevant commodities or inputs will decrease in the future. Substantial increases in the prices of those commodities generally result in increases in our suppliers’ or contractors’ operating costs and, consequently, lead to increases in the prices they charge for their products or services. In addition, growing demand for labor, especially when coupled with a globalized shortage of qualified labor, may result in significant wage inflation. To the extent that we are unable to pass along to our clients increases in the prices of our key inputs or increases in the wages that we must pay, our cost of development could be materially adversely impacted.

 

In the countries in which we operate, energy prices have experienced fluctuations due to changes in global oil prices and domestic energy policies. The Peruvian government, for example, has implemented measures to reduce energy subsidies, leading to potential increases in electricity costs for businesses. The prices of raw materials in the countries in which we operate can also be influenced by global market trends, supply and demand dynamics, and import/export regulations. Fluctuations in commodity prices, such as metals, construction materials, or agricultural products, can impact production costs and overall development expenses.

 

Similarly, equipment costs in the countries in which we operate can be subject to changes due to factors such as currency exchange rates, import tariffs, and technological advancements. For instance, fluctuations in the foreign currencies against major currencies can impact the cost of imported machinery and equipment. Wage increases can occur due to changes in labor laws, collective bargaining agreements, or market competition for skilled labor.

 

While most of our leases include inflation related adjustments, these are not a perfect hedge for inflation, so our operating costs are also affected by inflation in the countries in which we operate.

 

Our business and operations could suffer in the event of system failures or cyber security attacks.

 

Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our internal and hosted information technology systems, our systems are vulnerable to damages from any number of sources, including energy blackouts, natural disasters, terrorism, war, telecommunication failures and cyber security attacks, such as malware, ransomware, or unauthorized access. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may incur additional costs to remedy damages caused by those disruptions. Third-party security events at vendors, sub-processors, and service providers could also impact our data and operations via unauthorized access to information or disruption of services which may ultimately result in financial losses. Despite training, detection systems and response procedures, an increase in email attacks (phishing and business email compromise) may create disruption to our business and financial risk.

 

The growing frequency of attempted cybersecurity attacks may lead to increased costs to protect us and respond to any events, including additional personnel, consultants and protection technologies. Any compromise of our security could result in a violation of applicable privacy and other laws, unauthorized access to information of ours and others, significant legal and financial exposure, damage to our reputation, loss or misuse of the information and a loss of confidence in our security measures, which could harm our business. Additionally, remediation costs for security events may not be covered by our insurance.

 

We have identified material weaknesses in our internal controls. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

 

Prior to this offering, we have been publicly registered in Colombia and not subject to the financial reporting requirements of the SEC and have not had the accounting personnel and other resources required for SEC financial reporting purposes and to monitor such work while maintaining appropriate segregation of duties. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure control and procedures, are designed to prevent fraud. In the course of preparing our consolidated financial statements, we identified material weaknesses in our internal control over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

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As a result of the issues described above, deficiencies were identified, that either individually or in the aggregate, resulted in the identification of material weaknesses related to each component of the Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework, including control environment, risk assessment, control activities, information and communication, and monitoring activities. The material weaknesses, have led to the material misstatement and subsequent restatement of our consolidated financial statements for the years ended December 31, 2021 and 2022, and if not remediated timely may lead to material misstatements in the future. Following the identification of the material weaknesses, we have taken and plan to continue to take remedial measures. We cannot assure you, however, that these measures will fully address these material weaknesses in our internal control over financial reporting or that we will not identify additional material weaknesses or significant deficiencies in the future.

 

To remediate our identified material weaknesses, we have adopted and intend to adopt several measures intended to improve our internal control over financial reporting. These measures include strengthening our finance, operations and information technology teams, and implementation of further policies, processes and internal controls relating to our financial reporting. Specifically, our planned remediation efforts include the following:

 

  establishing controls to identify, assess, and respond to risks of material misstatement and working to formalize internal control processes and documentation;
     
  strengthening supervisory reviews by our management in charge of financial issues;
     
  hiring additional qualified accounting and finance personnel and engaging financial consultants to enable the implementation of internal control over financial reporting and to segregate duties amongst our accounting and finance personnel;
     
  improving our accounting systems and implementing information technology general controls; and
     
  engaging third parties as required to assist with technical accounting, application of new accounting standards, tax matters, valuations of investment properties, and ESG sustainability metrics, among other matters.

 

We are committed to maintaining a strong internal control environment, and we expect to continue our efforts to ensure the material weaknesses described above and all control deficiencies are remediated. However, these material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. There is no assurance that we will be able to remediate the material weaknesses in a timely manner or that in the future additional material weaknesses will not exist or otherwise be discovered. If we are not able to remediate these material weaknesses, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could adversely affect our business, financial condition, results of operations and prospects.

 

Complications in relationships with local communities may adversely affect our business continuity, reputation, liquidity, and results of operations.

 

We make significant efforts to maintain good long-term relationships and continuous communication with local and neighboring communities where we operate or build, including indigenous communities that previously held real estate in the regions where we operate. However, there can be no assurance that we have obtained or will obtain all permits claimed by those communities or that those communities will not have or will not develop interests or objectives which are different from, or even in conflict with, our objectives, which could result in legal or administrative proceedings, civil unrest, protests, negative media coverage, direct action or campaigns, including, but not limited to, requests for the government to revoke or deny our concessions, licenses or other permits to operate. Any such events could cause delays or disruptions in our operations, result in operational restrictions or higher costs, or cause reputational damage, which could materially and adversely affect our business, reputation, liquidity and results of operations.

 

In the industrial and logistics real estate sector in the countries in which we operate, complications arising from relationships with local communities can have adverse effects on business continuity, reputation, liquidity, and results of operations. These complications are particularly relevant due to the nature of industrial and logistics projects and their potential impact on surrounding communities. Engaging with local communities is crucial for industrial and logistics real estate projects, as they often involve land acquisition, construction, and ongoing operations that can affect nearby communities. Concerns related to environmental impact, land rights, noise pollution, traffic congestion, and socio-economic benefits can significantly influence project development and operations in Peru.

 

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Adverse impacts on business continuity in the countries in which we operate can arise from community opposition, protests, or legal challenges that disrupt project timelines and operations. Delays or interruptions in construction or operational activities can have financial implications and impact overall project success. Reputation is vital in the industrial and logistics real estate sector, and negative perceptions or conflicts with local communities can harm a company’s image and credibility. Negative publicity, social media backlash, or reputational damage can deter potential tenants or investors and affect long-term business prospects.

 

Our operations are subject to foreign exchange fluctuations.

 

Exchange rate fluctuations could adversely affect the economies of the countries in which we operate, and therefore, our results of operations. For example, the revenues, costs and expenses of our operations in Colombia are denominated in local currency (Colombian peso). Therefore, a material devaluation of the Colombian peso against the U.S. Dollar may affect the profitability of projects, and consequently, our business, financial conditions and results of operations. Additionally, fluctuations of the Costa Rican colon can affect our tax expenses. Exchange fluctuations can also have significant implications for businesses operating in Peru due to the country’s dependence on international trade and exposure to global economic conditions. Peru’s currency, the Peruvian Sol (PEN), is subject to fluctuations against major foreign currencies such as the US Dollar and the Euro. Foreign exchange fluctuations can impact our cost of financing and debt repayment. If the foreign currencies weaken against the currency in which our debts are denominated, it can increase the repayment amount, potentially affecting cash flow and financial stability.

 

We cannot assure you that any measures taken by the governments in the countries in which we operate would be sufficient to control any resulting fiscal or exchange imbalances.

 

Our hedging of foreign currency and interest rate risk may not effectively limit our exposure to these risks.

 

We may attempt to mitigate our risk by borrowing in the currencies in which we have significant investments thereby providing a natural hedge. We may also enter into derivative financial instruments that we designate as net investment hedges, as these amounts offset the translation adjustments on the underlying net assets of our foreign investments. Although we attempt to mitigate the potential adverse effects of changes in foreign currency rates there can be no assurance that those attempts will be successful. In addition, we occasionally may use interest rate swap contracts to manage interest rate risk and limit the impact of future interest rate changes on earnings and cash flows. As of September 30, 2023, none of our indebtedness was hedged with interest rate hedge contracts.

 

Hedging arrangements involve risks, such as the risk of fluctuation in the relative value of the foreign currency or interest rates and the risk that counterparties may fail to honor their obligations under these arrangements. The funds required to settle those arrangements could be significant depending on the stability and movement of the hedged foreign currency or the size of the underlying financing and the applicable interest rates at the time of the breakage. The failure to hedge effectively against foreign exchange changes or interest rate changes may adversely affect our business.

 

We are subject to fluctuations in interest rates.

 

Fluctuations in interest rates present a risk for the development of new projects and therefore the growth rate of our business, to the extent that substantial increases in interest rates may affect the profitability of our investment opportunities, including financing of the development or acquisition of properties. We cannot assure you that interest rates will remain stable in the countries in which we operate. Any substantial increase in the interest rates could negatively affect our business and financial condition.

 

Fluctuations in interest rates globally can affect the following aspects of our operations. An increase in interest rates increases the cost of borrowing for real estate projects. Higher interest rates increase borrowing costs, potentially affecting project profitability and cash flow. This can impact our ability to finance new projects or expansions. Fluctuations in interest rates can influence investment decisions in the industrial and logistics real estate sector. Higher interest rates make borrowing less attractive, potentially impacting the feasibility of new projects or expansions. This can affect our ability to pursue growth opportunities in the market. Our existing loan portfolio is adversely affected by increases in interest rates and has and could continue to reduce cash flow available for operations, investment opportunities and debt service requirements.

 

Moreover, if interest rates increase, then so would the interest expense on our unhedged variable rate debt, which would adversely affect our business, financial condition, results of operations and prospects. As of September 30, 2023 and December 31, 2022, 0% of our outstanding indebtedness bore fixed interest rates. In addition, we refinance fixed rate debt at times when we believe rates and terms are appropriate. Our efforts to manage these exposures may not be successful. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial impact on our business, financial condition, results of operations and prospects. Termination of interest rate hedge contracts typically involves costs, such as transaction fees or breakage costs.

 

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Risks Relating to Regulatory, Legal and Tax Factors Affecting LLP

 

We are subject to governmental regulations.

 

We are subject to laws, ordinances and regulations relating to, among other things, taxes, environmental matters, labor, equal opportunity, construction, occupational health and safety, civil and consumer protection and general building and zoning requirements in the various jurisdictions in which we operate.

 

We are subject to labor, health, construction/building and safety regulations in the various jurisdictions in which we operate, and may be exposed to liabilities and potential costs for lack of compliance.

 

We are subject to labor, health, construction/building and safety laws and regulations in the various jurisdictions in which we operate that govern, among other things, the relationship between us and our employees, and the health and safety of our employees. If an adverse final decision that we violated any labor or health and safety laws is issued, we may be exposed to penalties and sanctions, including the payment of fines.

 

For instance, under Peruvian law, these fines might be remitted to the Labor Authority, the amount being contingent on the severity of the violation and the number of affected employees. Additionally, there may be a legal obligation to provide compensation to the injured employee, the quantum of which would be determined by the court. Furthermore, the company could face a temporary shutdown lasting up to 30 calendar days. Moreover, the legal representative of the company could be subject to prosecution for the offense of “Attempt against safety and health conditions at work” potentially resulting in a prison sentence ranging from one to four years. In cases where an employee suffers fatal injuries, the prison sentence would be not less than four nor more than eight years; for serious injuries, the prison term would range from three to six years.

 

Our operations are subject to a large number of environmental laws and regulations, and our failure to comply with any such laws and regulations may give rise to liability and result in significant additional costs and expenses, which may materially and adversely affect our financial condition.

 

Our operations and properties are subject to statutory laws and regulations in the countries in which we operate relating to the protection of the environment and the use of natural resources.

 

We anticipate that the regulation of our business operations under Colombian, Costa Rican and Peruvian federal, state and local environmental laws will increase and become more stringent over time. We cannot predict the effect that the enactment of additional environmental laws, regulations or official standards would have on our cash flows, costs for compliance, capital requirements or liabilities relating to damages claims, business, financial condition, results of operations and prospects.

 

In addition, applicable environmental laws and regulations with respect to responsibility for remediation differs in the different countries in which we operate. In Costa Rica, for example, unless some type of direct liability can be attributed to LLP, the tenant would be responsible for assuming the totality of the remediation costs. However, according to applicable environmental laws and regulations in Peru and Colombia, we are jointly and severally liable with our tenants for the costs of remediation of soil pollution, even if the pollution was caused by the tenant. While our leases provide that the tenant is liable for the cost of any remediation actions, we can give no assurance that tenants would meet their obligations. If any of our tenants were to pollute the soil of our properties and fail to take remediation action or pay for the cost thereof, we would be required to undertake the remediation ourselves and could be held liable for any damages, which could materially and adversely affect our business, financial condition, results of operations and prospects.

 

Additionally, requirements and efforts to address climate change through statutory laws requiring the reductions in greenhouse gas emissions, or GHG emissions, may lead to economic risks and uncertainty for our business. These risks could include costs to process and obtain permits, additional taxes, as well as of the installation of equipment necessary to reduce emissions to meet new GHG limits or other required technology standards. Given the uncertain nature of current and future legal and regulatory requirements for GHG emissions at local and international levels, it is not possible to predict the impact on operations or financial position, or to make reasonable forecasts of potential costs that may result from those requirements.

 

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Peruvian environmental legislation establishes specific requirements for the development and operation of industrial and logistics real estate projects. These requirements include obtaining environmental permits and licenses, conducting environmental impact assessments, proper management of waste and wastewater, among others. Non-compliance with these laws and regulations can lead to administrative penalties such as fines and temporary or permanent closure of facilities. Additionally, affected parties may file civil lawsuits for damages, resulting in significant legal costs. It is important to note that environmental legislation in Peru is constantly evolving and being updated. Therefore, it is crucial for companies in the industrial and logistics real estate sector to stay updated on legal requirements and ensure proper compliance.

 

We are exposed to the potential impacts of future climate change and could be required to implement new or stricter regulations, which may result in unanticipated losses that could affect our business and financial condition.

 

We are exposed to potential physical risks from possible future changes in climate. Our properties may be exposed to rare catastrophic weather events, such as severe storms, drought, earthquakes, floods, wildfires or other extreme weather events. If the frequency of extreme weather events increases, our exposure to these events could increase and could impact our tenants’ operations and their ability to pay rent. We carry comprehensive insurance coverage to mitigate our casualty risk, in amounts and of a kind that we believe are appropriate for the markets where each of our properties and their business operations are located given climate change risk.

 

We may be adversely impacted as a real estate owner, developer and manager in the future by potential impacts to the supply chain or stricter energy efficiency standards or greenhouse gas regulations for the commercial building sectors. Compliance with new laws or regulations relating to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or result in increased operating costs that we may not be able to effectively pass on to our tenants. Any such laws or regulations could also impose substantial costs on our tenants, thereby impacting the financial condition of our tenants and their ability to meet their lease obligations and to lease or re-lease our properties. We cannot give any assurance that other such conditions do not exist or may not arise in the future. The potential impacts of future climate change on our real estate properties could adversely affect our ability to lease, develop or sell those properties or to borrow using those properties as collateral and may impact our business, financial condition, results of operations and prospects.

 

In addition to the risks identified above arising from actual or potential statutory and regulatory controls, severe weather, rising seas, higher temperatures and other effects that may be attributable to climate change may impact any manufacturing sector in terms of direct costs (e.g., property damage and disruption to operations) and indirect costs (e.g., disruption to customers and suppliers and higher insurance premiums). To the extent that those conditions negatively affect our operations, they could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Peru, for instance, has taken steps to address climate change through various policies and legislation. Colombia, Costa Rica and Peru have ratified the Paris Agreement and have set targets for reducing greenhouse gas emissions. Additionally, the countries in which we operate implemented measures to promote sustainable development and resilience in the face of climate change impacts. While specific data on the potential losses or impacts related to future climate change in the industrial and logistics real estate sector in these countries may not be readily available, there are potential risks and uncertainties associated with climate change. This includes the possibility of stricter regulations, increased costs for adaptation and mitigation measures, and potential disruptions to operations due to extreme weather events or changing market dynamics.

 

Our real estate taxes could increase as a result of changes in the real estate tax rate or a revaluation, which could adversely affect our cash flows.

 

We have an obligation to pay state and local taxes in respect of each of our real estate assets. Such real estate taxes may increase as a result of the change in the tax regime, the applicable tax rate or as a result of the valuation or revaluation of our real estate assets by the tax authorities in each of the countries in which we operate. Therefore, the real estate tax amount to be paid in the future may differ from the real estate tax amount paid in the past. If such real estate tax amounts increase, it could adversely affect our financial condition, results of operations and cash flow.

 

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The tax legislation in Peru, for example, specifically designates the property tax as the exclusive tax associated with the ownership of real estate assets. Nevertheless, there exists a fiscal implication within the framework of income tax that becomes relevant when considering a potential property sale.

 

In Peru, we are required to make property tax payments for each of our real estate holdings. The property tax rates may undergo adjustments due to changes in the tax regime, but it should not change based on the tax authority’s valuation or revaluation of our real estate assets in Peru.

 

Furthermore, a newly introduced tax called “Participation in the Increase in Land Value” exists. This tax is triggered by positive externalities that affect properties, resulting from some factors such as development projects, investments in public infrastructure, and others. However, there is an ongoing debate surrounding the application of this tax, primarily due to concerns about potential violations of constitutional tax rights.

 

Changes in tax laws, incentives, benefits and regulations may adversely affect us.

 

Changes in tax laws, regulations, related interpretations and tax accounting standards in Colombia, Costa Rica, Peru, or other countries in which we may operate in the future may result in a higher tax rate on our earnings, which may significantly reduce our profits and cash flows from operations. However, it is not possible to precisely predict if and how potential changes may affect our business, but one or more states or municipalities, the federal government in the countries in which we operate or other countries may seek to challenge the taxation or procedures applied to our transactions, and could impose taxes or additional reporting, record-keeping or indirect tax collection obligations on our business. New taxes could also require us to incur substantial costs to collect and remit taxes. For example, in Colombia, the latest tax reform was approved in the Colombian Congress, which increased the capital gain tax from 10% to 15%.

 

In Costa Rica, the 2019 tax reform introduced a dual system of taxation for capital gains and income derived from the use of rights or derived from the disposition of or the leasing of real estate property. These changes in the taxation system may affect taxation of local operations. Under the approved changes made by the Costa Rican Congress in 2019, taxpayers may be subject to either a 30% or 15% tax rate depending on whether the income is derived or related to regular lucrative activities. Some uncertainties remain regarding the interpretation of the applicable rates due to the lack of jurisprudence or administrative criteria. Moreover, the taxation base capital gains were broadened to include any capital gains resulting from changes on the taxpayer patrimony. Previously, the indicated tax reform capital gains were only subject to taxation if they were part of a commercial activity or derived from depreciable assets. In Colombia, a tax reform approved by the Colombian Congress in December 2022 increased capital gain tax from 10% to 15% and also implemented a new tax of 3% on value assets over COP 2.107.000.000 when selling the asset, as a contribution.

 

In Peru, beginning in 2023, buildings and constructions can be depreciated at a maximum annual rate of 33.33% for income tax purposes, subject to specific conditions. Another reform was the recent implementation of the “Participation in the Increase in Land Value” tax by the Peruvian government. This tax is implemented in response to positive externalities that impact properties, arising from factors such as development projects, investments in public infrastructure, among others.

 

We cannot guarantee that any tax benefits we rely on will remain in place or that we will continue to qualify for them. If certain tax incentives are not retained or renewed, our profits may decline.

 

Labor activism and unrest, or failure to maintain satisfactory labor relations, could adversely affect our results of operations.

 

Labor activism and unrest may adversely affect our operations and thereby adversely affect our business, liquidity, financial condition, results of operations and prospects. Although we have not been affected by any significant labor disputes in the past, we cannot assure you that we will not experience labor unrest, activism, disputes or actions in the future, including as a result of labor laws and regulations that have recently been enacted or that could come into effect in the future, some of which may be significant and could adversely affect our business, liquidity, financial condition, results of operations and prospects.

 

For instance, as of today in Peru, there is an ongoing debate in Congress that requires a second voting round to approve modifications in labor hours. These proposed changes encompass a revised method for calculating the night shift and the starting time of the workday.

 

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We are or may become subject to legal and administrative proceedings or government investigations, which could harm our business and our reputation.

 

From time to time, we have been and in the future may become involved in litigation, investigations and other legal or administrative proceedings relating to claims arising from our operations, either in the normal course of business or not, or arising from violations or alleged violations of laws, regulations or acts. These may include, for example, tax assessments, claims relating to employee or employment matters, intellectual property matters, regulatory matters, contract, advertising and other claims, including proceedings with probable, possible and remote risks of loss.

 

In Peru, LLP has occasionally been a party to, and may also be in the future, party to administrative proceedings related to compliance with regulations on the protection of trademarks, notices, trade names, logos, and, in general, any distinctive sign owned by the company (Legislative Decree 1075, which approves Complementary Provisions to Decision 486 of the Andean Community Commission establishing the Common Regime on Industrial Property). Similarly, in the normal course of business, LLP may be affected by advertising practices that damage the company’s reputation, i.e., behaviors that qualify as acts of unfair competition, in accordance with the regulations set forth in Legislative Decree 1044, Unfair Competition Repression Act.

 

Our provisions are recorded pursuant to accounting rules, based on an individual analysis of each contingency by our internal and external legal counsel. We constitute provisions for proceedings that our external counsel evaluates as having a probable risk of loss. In cases where unfavorable decisions in claims involve substantial amounts, or if the actual losses are significantly higher than the provisions constituted, the aggregate cost of unfavorable decisions could have a significantly adverse effect on both our financial condition and operating results. Moreover, our management may be forced to dedicate time and attention to defend against these claims, which could prevent it from concentrating on our core business. Therefore, we cannot assure you that these or any of our other regulatory matters and legal proceedings, including any that may arise in the future, will not harm our reputation or materially affect our ability to conduct our business in the manner that we expect or otherwise materially adversely affect us should an unfavorable ruling occur, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

As of September 30, 2023 and December 31, 2022, we provisioned $0.3 million to legal proceedings to which we were a party. Legal proceedings are inherently unpredictable and subject to significant uncertainties. If one or more legal proceedings in which we are currently involved or may come to be involved were to result in a judgment against us in any reporting period for amounts that exceeded our management’s expectations, the impact on our results of operations or financial condition for that reporting period could be material.

 

We are subject to anti-corruption, anti-bribery, anti-money laundering and antitrust laws and regulations in the countries in which we operate, and any violation of any such laws or regulations could have a material adverse impact on our reputation, financial condition and results of operations.

 

We are subject to anti-corruption, anti-bribery, anti-money laundering, antitrust and other international laws and regulations and are required to comply with the applicable laws and regulations in Colombia, Costa Rica Peru, and similar laws and regulations.

 

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Specifically in Peru, LLP is obligated to comply with the measures established in Legislative Decree 1034, the Anti-Competitive Practices Repression Act, whose primary objective is to penalize anticompetitive behaviors in order to promote economic efficiency in markets for the benefit of consumers. Additionally, the company must align its actions and business operations with the guidelines outlined in Law 29038, which incorporates the Financial Intelligence Unit of Peru (UIF-PERU) into the Superintendence of Banking, Insurance, and Private Pension Fund Administrators. This law also establishes duties related to the preparation of information reports for companies falling under its scope of application. Although we have implemented policies and procedures, which include training certain groups of our employees, seeking to ensure compliance with anti-corruption and related laws, there can be no assurance that our internal policies and procedures will be sufficient to prevent or detect all inappropriate practices, fraud or violations of law by our affiliates, employees, directors, officers, partners, agents and service providers or that any such persons will not take actions in violation of our policies and procedures. If we fail to fully comply with applicable laws and regulations, the relevant government authorities in the countries in which we operate may have the power and authority to investigate us and, if necessary, impose fines, penalties and remedies, which could cause us to lose clients, suppliers and access to debt and capital markets. Any violations by us, or the third parties we transact with, of anti-bribery, anti-corruption, anti-money laundering, antitrust and international trade laws or regulations could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Changes in government policies and actions, as well as judicial decisions in the countries where we operate, could significantly affect the local economy and, as a result, our results of operations and financial condition.

 

Our results of operations and financial condition may be adversely affected by changes in governmental policies and actions, and judicial decisions, involving a broad range of matters, including interest rates, fees, exchange rates, exchange controls, inflation rates, taxation, banking and pension fund regulations and other political or economic developments affecting Colombia, Costa Rica, and Peru. The governments in the countries in which we operate have historically exercised substantial influence over their economies, and their policies are likely to continue to have a significant effect on companies, including us.

 

Moreover, regulatory uncertainty, public dialogue on reforms in Colombia, Peru and Costa Rica and other countries where we may operate, or the approval of reforms, may be disruptive to our business or the economy and may result in a material and adverse effect on our financial condition and results of operations.

 

Specifically, Peru’s legal framework for real estate is subject to government policies and actions that shape the business environment. Changes in regulations, tax policies, land use planning, or investment incentives can directly influence the operations and profitability of industrial and logistics real estate companies. Additionally, judicial decisions can have implications for the sector. Court rulings related to land ownership, property rights, contractual disputes, or environmental issues can impact the development and operation of real estate projects, potentially leading to financial losses or delays.

 

Furthermore, understanding the political and legal landscape, including the stability of institutions and the rule of law, is crucial for companies operating in the real estate sector in Peru. Changes in government administrations, shifts in policy priorities, or uncertainties in the legal system can introduce risks that may affect the overall economic environment and, consequently, the financial performance of businesses.

 

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EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS

 

General

 

TWOA is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the TWOA Board for use at the Extraordinary General Meeting to be held on           , 2023, and at any postponements or adjournments thereof. This proxy statement/prospectus is first being furnished to TWOA’s shareholders on or about,           , 2023 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides TWOA’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Extraordinary General Meeting.

 

Date, Time and Place of Extraordinary General Meeting

 

The Extraordinary General Meeting will be held at 10:00 a.m., Eastern Time, on           , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed, at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105 to consider and vote upon the proposals to be submitted to the Extraordinary General Meeting, including if necessary or desirable, the Adjournment Proposal.

 

Attending and Voting at the Extraordinary General Meeting

 

As a registered shareholder, you received a proxy card from Continental. The form contains instructions on attending the Extraordinary General Meeting, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Continental support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

 

Beneficial investors, who own their investments through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the Extraordinary General Meeting, you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the Extraordinary General Meeting for processing your control number. You can attend the Extraordinary General Meeting at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105.

 

Purpose of the Extraordinary General Meeting

 

At the Extraordinary General Meeting, TWOA is asking holders of its Ordinary Shares:

 

  To consider and vote upon the Business Combination Proposal. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.
     
  To consider and vote upon the Cayman Merger Proposal. A copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex B.
     
  To consider and vote upon the Organizational Documents Proposal. A copy of the Proposed Charter is attached to this proxy statement/prospectus as Annex C.
     
  To consider and vote upon the NYSE Proposal.
     
  To consider and vote upon the Incentive Plan Proposal. A copy of the Logistic Properties of the Americas Equity Incentive Plan is attached to this proxy statement/prospectus as Annex D.
     
  To consider and vote upon the Adjournment Proposal, if presented at the Extraordinary General Meeting.

 

Each of the Business Combination Proposal, the Cayman Merger Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Director Election Proposal is conditioned on the approval of all other proposals, except for the Organizational Documents Proposal and the Adjournment Proposal. The Organizational Documents Proposal is conditioned on the approval of the Business Combination Proposal, the Cayman Merger Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Director Election Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal.

 

Marshall & Stevens Opinion

 

On July 11, 2023, TWOA engaged Marshall & Stevens to evaluate for the benefit of, and to advise, the TWOA Board in connection with the Merger Consideration to be paid by the TWOA in the Business Combination.

 

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Subject to various agreed procedures, terms, conditions, assumptions, qualifications and limitations, Marshall & Stevens rendered its formal written opinion, which we refer to as the “Marshall & Stevens Opinion,” that the consideration to be paid by TWOA in the Business Combination is fair, from a financial point of view, to TWOA.

 

All descriptions of and disclosures concerning the Marshall & Stevens Opinion are qualified in their entirety by reference to the specific text of the Marshall & Stevens Opinion, a copy of which is included as Annex E to this proxy statement/prospectus. As provided in its contract with TWOA (the “M&S Contract”), Marshall & Stevens’ opinion was issued solely to the TWOA Board to assist it in determining whether or not to proceed with the Business Combination and whether or not to recommend the Business Combination for approval of the shareholders of TWOA. Marshall & Stevens was not engaged to provide its opinion to any other person or entity or for any other purposes (such stated limitations of the opinion are referred to as the “M&S Contract Limitations”). Any liability of Marshall & Stevens or the TWOA Board to any other person or entity with respect to the Marshall & Stevens Opinion, if any, would be separate and apart from any liability under the M&S Contract and will depend on the standing of such nonparty claimant, as may be determined by a court of competent jurisdiction. The issue of whether the M&S Contract Limitations would be enforced in favor of Marshall & Stevens and against any securities holders or other persons would need to be resolved by a court of competent jurisdiction. However, resolution of the issue would have no effect on the rights and responsibilities of the TWOA Board under state law, and the M&S Contract Limitations would have no effect on the rights and responsibilities of either Marshall & Stevens or the TWOA Board under the federal securities laws. Shareholders should seek their own legal advice on this issue.

 

Recommendation of the TWOA Board with Respect to the Proposals

 

The TWOA Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of TWOA and recommends that TWOA’s shareholders vote “FOR” each of the Business Combination Proposal, the Cayman Merger Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal.

 

Record Date; Who is Entitled to Vote

 

TWOA has fixed the close of business on           , 2023 as the Record Date for determining the shareholders entitled to notice of and to attend and vote at the Extraordinary General Meeting. As of the close of business on the Record Date, there were 10,359,388 Ordinary Shares issued and outstanding (including 5,359,375 Founder Shares) and entitled to vote. Each Ordinary Share is entitled to one vote per share.

 

Quorum

 

The holders of at least a majority of the issued and outstanding Ordinary Shares of TWOA, being individuals present in person or by proxy or if a corporation or other non-natural person, by its duly authorized representative or proxy and entitled to vote at the Extraordinary General Meeting will constitute a quorum.

 

Abstentions and Broker Non-Votes

 

With respect to each proposal in this proxy statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

 

If a shareholder fails to return a proxy card or fails to instruct a broker or other nominee how to vote, and does not attend the Extraordinary General Meeting in person, then the shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will result in the relevant shares not being counted in connection with the vote on any Proposal.

 

Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will not be counted in connection with the vote on any Proposal.

 

Vote Required for Approval

 

The following votes are required for each proposal at the Extraordinary General Meeting:

 

  Business Combination Proposal: The Business Combination Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.
     
  Cayman Merger Proposal: The Cayman Merger Proposal must be approved by a special resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a majority of at least two-thirds (2/3) of such shareholders as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting.
     
  Organizational Documents Proposal: The Organizational Documents Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.
     
  NYSE Proposal: The NYSE Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.

 

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  Incentive Plan Proposal: The Incentive Plan Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.
     
  Director Election Proposal: The Director Election Proposal must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.
     
  Adjournment Proposal: The Adjournment Proposal, if presented, must be approved by an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.

 

The Initial Shareholders and the Current Insiders, which collectively own 5,359,375 Founder Shares, or 51.7% of the outstanding TWOA Ordinary Shares, have previously agreed to vote all of their Ordinary Shares in favor of a business combination proposed to them for approval, including the Business Combination. Additionally, the Initial Shareholders, Current Insiders and their affiliates have agreed to vote the Ordinary Shares they own in favor of each of the proposals.

 

Accordingly, other than the shares held by the Initial Shareholders and the Current Insiders, no additional shares would need to be voted in favor of each of the Business Combination Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal to approve such proposals. That being said, the Cayman Merger Proposal must be approved by a majority of not less than two-thirds of such shareholders as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting and accordingly, the Initial Shareholders and the Current Insiders may not have a sufficient number of votes to pass the Cayman Merger Proposal if enough of the TWOA Public Shareholders vote against the Cayman Merger Proposal.

 

Voting Your Shares

 

Each Ordinary Share that you own in your name entitles you to one vote. Your proxy card shows the number of Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. There are two ways to vote your Ordinary Shares at the Extraordinary General Meeting.

 

  You Can Vote by Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. The proxy card must be received not less than 48 hours prior to the vote at the Extraordinary General Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the TWOA Board “FOR” each of the Business Combination Proposal, the Cayman Merger Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal. Votes received after a matter has been voted upon at the Extraordinary General Meeting will not be counted.
     
  You Can Attend the Extraordinary General Meeting and Vote. If you attend the Extraordinary General Meeting, you may submit your vote at the Extraordinary General Meeting, in which case any proxy that you have given will be revoked and only the vote you cast at the Extraordinary General Meeting will be counted.

 

Revoking Your Proxy

 

Shareholders may send a later-dated, signed proxy card to TWOA’s Chief Executive Officer at the address set forth below so that it is received by TWOA’s Chief Executive Officer not less than 48 hours prior to the vote at the Extraordinary General Meeting (which is scheduled to take place at 10:00 a.m., Eastern Time, on       , 2023) or attend the Extraordinary General Meeting at the physical address for the Extraordinary General Meeting and vote. Shareholders also may revoke their proxy by sending a notice of revocation to TWOA’s Chief Executive Officer, which must be received by TWOA’s Chief Executive Officer prior to the vote at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

 

Who Can Answer Your Questions About Voting Your Shares

 

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Morrow, the proxy solicitor for TWOA, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing TWOA.info@investor.morrowsodali.com.

 

Vote of TWOA’s Initial Shareholders and the Sponsor

 

All of TWOA’s Initial Shareholders and the Sponsor have previously agreed to vote all of their Public Shares in favor of the Business Combination and have waived any redemption rights in connection with the Business Combination.

 

Redemption Rights

 

Public Shareholders may seek to redeem the Public Shares that they hold, regardless of whether they vote for the proposed Business Combination, against the proposed Business Combination, or do not vote in relation to the proposed Business Combination.

 

Any Public Shareholder may request redemption of their Public Shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds and not previously released to TWOA to pay TWOA’s taxes, divided by the number of then issued and outstanding Public Shares, provided, however that such Public Shareholder must follow the procedures outlined in this proxy statement/prospectus, in order to receive cash for any Public Shares such Public Shareholder intends to redeem. As of         , 2023, this would have amounted to approximately $          per Public Share, based on the amount held in the Trust Account on such date.

 

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If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with TWOA’s consent, until the consummation of the Business Combination, or such other date as determined by the TWOA Board. A Public Shareholder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus.

 

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares unless the TWOA Board consents. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then, in the absence of the TWOA Board’s consent, any such shares in excess of that 15% limit would not be redeemed for cash.

 

TWOA’s Initial Shareholders and the Sponsor will not have redemption rights with respect to any Public Shares owned by them, directly or indirectly.

 

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

 

  (a) hold Public Shares; and
     
  (b) prior to 5:00 p.m., Eastern Time, on           , 2023 (two business days prior to the vote at the Extraordinary General Meeting), (i) submit a written request to the transfer agent that TWOA redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through DTC.

 

Public Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash.

 

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with TWOA’s consent, until the consummation of the Business Combination, or such other date as determined by the TWOA Board. A Public Shareholder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. TWOA will be required to honor such request only if made prior to the deadline for exercising redemption requests.

 

If the Business Combination is not approved or completed for any reason, then the Public Shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, TWOA will promptly return any shares previously delivered by Public Shareholders.

 

The closing price of Public Shares on           , 2023 was $        per share. Prior to exercising redemption rights, shareholders should verify the market price of Public Shares, as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. TWOA cannot assure Public Shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in TWOA’s securities when TWOA’s shareholders wish to sell their shares.

 

Appraisal or Dissenters’ Rights

 

No appraisal or dissenters’ rights are available to TWOA shareholders in connection with the ordinary resolution to approve the Business Combination. However, in respect of the special resolution to approve the Cayman Merger Proposal, under section 238 of the Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a statutory merger. The Companies Act prescribes when shareholder dissenters’ rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, TWOA shareholders are still entitled to exercise the rights of redemption as detailed in this proxy statement/prospectus and the TWOA Board has determined that the redemption proceeds payable to TWOA shareholders who exercise such redemption rights represents the fair value of those shares. Please see the section entitled “Appraisal or Dissenters’ Rights.”

 

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Proxy Solicitation Costs

 

TWOA is soliciting proxies on behalf of the TWOA Board. This solicitation is being made by mail but also may be made by telephone or in person. TWOA and TWOA’s directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. TWOA will bear the cost of the solicitation.

 

TWOA has hired Morrow to assist in the proxy solicitation process. TWOA will pay that firm a fee of $25,000 plus out-of-pocket expenses. Such fee will be paid with funds available at the Closing.

 

TWOA will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. TWOA will reimburse them for their reasonable expenses.

 

Potential Purchases of Public Shares

 

At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material nonpublic information regarding TWOA or TWOA’s securities, TWOA’s Initial Shareholders, the Sponsor, directors or officers or their respective affiliates may purchase Ordinary Shares from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their shares in favor of the Business Combination Proposal, or to withdraw any request for redemption. The purpose of such share purchases and other transactions would be to increase the likelihood that the Proposals are approved at the Extraordinary General Meeting or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Business Combination. This may result in the completion of the Business Combination that may not otherwise have been possible. As of the date of this proxy statement/prospectus, none of TWOA’s Initial Shareholders, the Sponsor, TWOA’s directors or officers has any plans to make any such purchases. TWOA will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Proposals. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

 

Entering into any such incentive arrangements may have a depressive effect on outstanding Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Extraordinary General Meeting.

 

The existence of financial and personal interests of TWOA’s directors, officers and advisors may result in conflicts of interest, including a conflict between what may be in the best interests of TWOA and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the Proposals. See the sections of this proxy statement/prospectus entitled “Risk Factors,” “Proposal 1: The Business Combination Proposal — Interests of TWOA’s Directors, Officers and Advisors and Others in the Business Combination” and “Beneficial Ownership of Securities” for more information and other risks.

 

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PROPOSAL 1: THE BUSINESS COMBINATION PROPOSAL

 

TWOA is asking its shareholders to approve by ordinary resolution the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. Shareholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference. Please see the subsection entitled “The Business Combination Agreement” below, for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read the Business Combination Agreement in its entirety before voting on this proposal.

 

This section describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement and the Ancillary Documents. TWOA’s shareholders and other interested parties are urged to read such agreement in its entirety because it is the primary legal document that governs the Business Combination. Unless otherwise defined herein, the capitalized terms used in this section “Proposal 1: The Business Combination Proposal — Business Combination Agreement” are defined in the Business Combination Agreement.

 

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates, including, in some cases, as of the Closing of the Business Combination. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the disclosure schedules attached thereto which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders. The disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. TWOA does not believe that the disclosure schedules contain information that is material to an investment decision.

 

The Business Combination Agreement

 

On August 15, 2023, TWOA entered into the Business Combination Agreement with LLP, and by a joinder agreement, each of Pubco, SPAC Merger Sub and Company Merger Sub.

 

Under the Business Combination Agreement, subject to the terms and conditions set forth therein, at the Closing, among other matters, (a) SPAC Merger Sub will merge with and into TWOA, with TWOA continuing as the surviving company, and, in connection therewith, each issued and outstanding security of TWOA immediately prior to the Effective Time will no longer be outstanding and will automatically be canceled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b) Company Merger Sub will merge with and into LLP, with LLP continuing as the surviving company, and in connection therewith the LLP shares issued and outstanding immediately prior to the Effective Time will be canceled in exchange for the right of the holders thereof to receive Pubco Ordinary Shares; and (c) as a result of the Mergers, TWOA and LLP will each become wholly-owned subsidiaries of Pubco, and the Pubco Ordinary Shares will be listed on the NYSE, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and the Ancillary Documents and in accordance with applicable law.

 

Consideration

 

The aggregate merger consideration to be paid pursuant to the Business Combination Agreement to the LLP Shareholders will be an amount equal to $286,000,000 and will be paid in the form of Pubco Ordinary Shares, each valued at $10.00. The Merger Consideration to be payable to the LLP Shareholders will be allocated among the LLP Shareholders pro rata based on the number of ordinary shares of LLP owned by each LLP Shareholder.

 

Representations and Warranties

 

The Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the Business Combination Agreement. These representations and warranties, in certain cases, are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement.

 

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Under the Business Combination Agreement, TWOA made customary representations and warranties to LLP and Pubco relating to, among other things: organization and standing; authorization; binding agreement; governmental approvals; non-contravention; capitalization; SEC filings and TWOA’s financials; absence of certain changes; compliance with laws; actions, orders and permits; taxes; employees and employee benefit plans; properties; material contracts; transactions with affiliates; Investment Company Act; finders and brokers; certain business practices; insurance; information supplied; the Trust Account; and independent investigation.

 

Under the Business Combination Agreement, LLP made customary representations and warranties to TWOA and Pubco relating to, among other things: organization and standing; authorization; binding agreement; capitalization; subsidiaries; governmental approvals; non-contravention; financial statements; absence of certain changes; compliance with laws; permits; litigation; material contracts; intellectual property; taxes and returns; real property; personal property; title to and sufficiency of assets; employee matters; benefit plans; environmental matters; transactions with related persons; business insurance; top customers and suppliers; certain business practices; Investment Company Act; finders and brokers; information supplied; and independent investigation.

 

The representations and warranties of the parties contained in the Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party’s breach thereof.

 

Material Adverse Effect

 

Many of the representations and warranties in the Business Combination Agreement are qualified by materiality or Material Adverse Effect. “Material Adverse Effect” as used in the Business Combination Agreement means, with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, liabilities, customer relationships, operations, results of operations, prospects or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (b) the ability of such person or entity any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations thereunder; provided, however, that for purposes of clause (a) above, any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general changes in the financial or securities markets or general economic or political conditions in the country or region in which such person or entity or any of its subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such person or entity or any of its subsidiaries principally operate; (iii) changes in applicable laws (including COVID-19 measures) or in IFRS, GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such person or entity and its subsidiaries principally operate; (iv) conditions caused by acts of God, terrorism, war (whether or not declared) (including the Russian invasion of the Ukraine or any surrounding countries), natural disaster or any outbreak or continuation of an epidemic or pandemic (including COVID-19), including the effects of any Governmental Authority or other third-party responses thereto; (v) any failure in and of itself by such person or entity and its subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception in the Business Combination Agreement); and (vi) with respect to TWOA, the consummation and effects of any Redemption; provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such person or entity or any of its subsidiaries compared to other participants worldwide in the industries (but for the avoidance of doubt, not the geographies) in which such person or entity or any of its subsidiaries primarily conducts its businesses. Notwithstanding the foregoing, with respect to TWOA, the amount of any Redemption or the failure to obtain the Required SPAC Shareholder Approval (as defined in the Business Combination Agreement) shall not be deemed to be a Material Adverse Effect on or with respect to TWOA. The representations and warranties made by the parties are customary for transactions similar to the Transactions.

 

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Covenants

 

Each party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary and other covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, including, but not limited to, covenants regarding: (i) the provision of access to the parties’ respective properties, books and personnel; (ii) the operation of the parties’ respective businesses in the ordinary course of business; (iii) the provision by LLP of PCAOB-audited or reviewed, as applicable, financial statements of the LLP Companies; (iv) TWOA’s public filings; (v) no solicitation of, or entering into, any alternative competing transactions; (vi) no insider trading; (vii) notifications of certain breaches, consent requirements or other matters; (viii) use of commercially reasonable efforts to consummate the Closing and obtain third party and regulatory approvals and efforts; (ix) further assurances; (x) cooperation in the preparation of this proxy statement/prospectus and the registration statement of which this proxy statement/prospectus is a part and related matters; (xi) the LLP Shareholders’ approval of the Business Combination Agreement; (xii) public announcements; (xiii) confidentiality; (xiv) indemnification of directors and officers and tail insurance; (xv) use of Trust Account proceeds after the Closing; (xvi) efforts to support a transaction financing; (xvii) employment agreements; (xviii) LLP’s engagement of a reputable compensation consultant; (xix) the listing of the Pubco Ordinary Shares on the NYSE; (xx) a requirement that TWOA seek an extension of the deadline to consummate its initial business combination; and (xxi) certain tax matters.

 

The parties also agreed to take all necessary actions to cause the Pubco Board immediately following the Closing to consist of at least five and up to seven individuals, as follows: (i) one individual that is designated by TWOA prior to the Closing, who must be reasonably acceptable to LLP and qualify as independent under NYSE rules, and (ii) at least four and up to six other individuals that are designated by LLP prior to the Closing, one of whom will be the initial Chairperson of the Pubco Board, provided that such designees shall meet any applicable requirements of the NYSE.

 

The covenants and agreements of the parties contained in the Business Combination Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed.

 

Conditions to Closing

 

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties, unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of TWOA’s shareholders; (ii) LLP Shareholder approval (although an LLP Shareholder with sufficient ownership to approve the Transactions has entered into a Voting Agreement in support of the Transactions concurrently with the execution of the Business Combination Agreement); (iii) the expiration or termination of any applicable waiting period under any antitrust laws; (iv) obtaining any material regulatory approvals and third-party consents; (v) no law or order preventing or prohibiting the Transactions; (vi) either TWOA (immediately prior to the Closing) or Pubco (upon the consummation of the Closing) having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any transaction financing; (vii) appointment of the Pubco Board in accordance with the Business Combination Agreement; (viii) Pubco having amended and restated its organizational documents in the form agreed by the parties; (ix) receipt of evidence that Pubco qualifies as a foreign private issuer; (x) the effectiveness of the registration statement of which this proxy statement/prospectus is a part; and (xi) the Pubco Ordinary Shares having been approved for listing on the NYSE.

 

In addition, unless waived by LLP and Pubco, the obligations of LLP, Pubco and the Merger Subs to consummate the Transactions are subject to the satisfaction of the following Closing conditions, amongst others, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of TWOA being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) TWOA having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to TWOA since the date of the Business Combination Agreement which is continuing and uncured; (iv) certain Ancillary Documents being in full force and effect as of the Closing; (v) TWOA satisfying the Minimum Cash Condition; (vi) the receipt by LLP of the Sponsor’s surrender of certain Founder Shares, if any, to Pubco, in accordance with terms of the Sponsor Letter Agreement; (vii) the Sponsor Letter Agreement being in full force and effect; and (viii) receipt by LLP of the Registration Rights Agreement and the Founder Registration Rights Agreement Amendment.

 

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Unless waived by TWOA, the obligations of TWOA to consummate the Transactions are subject to the satisfaction of the following Closing conditions, amongst others, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of LLP and Pubco being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) LLP, Pubco and the Merger Subs having performed in all material respects their respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with by them on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to LLP or Pubco since the date of the Business Combination Agreement which is continuing and uncured; (iv) the Lock-Up Agreement being in full force and effect from the Closing; (v) receipt by TWOA of the Registration Rights Agreement and the Founder Registration Rights Agreement Amendment duly executed by the parties thereto; (vi) any issued and outstanding convertible securities of LLP having been terminated without any consideration or liability; (vii) if applicable, certain contracts involving the LLP Companies having been terminated with no obligation or liability of the LLP Companies thereunder; and (viii) Pubco and the Merger Subs having duly executed certain joinder agreements to the Business Combination Agreement and the applicable Ancillary Documents.

 

Termination

 

The Business Combination Agreement may be terminated at any time prior to the Closing by either TWOA or LLP if the conditions to the Closing set forth in the Business Combination Agreement (the majority of which are summarized above) are not satisfied or waived by December 31, 2023 (the “Outside Date”), provided that if TWOA seeks and obtains an extension to consummate its business combination beyond TWOA’s current deadline of January 1, 2024, each of TWOA and LLP has the right by providing written notice thereof to the other party to extend the Outside Date for one or more additional periods equal in the aggregate to three additional months.

 

The Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior to the Closing, including, among other reasons: (i) by mutual written consent of TWOA and LLP; (ii) by either TWOA or LLP if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by LLP for the uncured breach of the Business Combination Agreement by TWOA, such that the related Closing condition would not be met; (iv) by TWOA for the uncured breach of the Business Combination Agreement by LLP, Pubco or a Merger Sub, such that the related Closing condition would not be met; (v) by either TWOA or LLP if TWOA holds the Extraordinary General Meeting to approve the Business Combination Agreement and the Transactions, and such approval is not obtained; (vi) by TWOA if there has been a Material Adverse Effect on LLP or Pubco which is uncured or continuing; (vii) by LLP if there has been a Material Adverse Effect on TWOA which is uncured or continuing; and (viii) by LLP if TWOA’s Class A Ordinary Shares have become delisted from the NYSE and are not relisted on the NYSE or the Nasdaq Capital Market within 90 days after such delisting.

 

If the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations related to confidentiality, effect of termination, fees and expenses, Trust Account waiver, miscellaneous provisions and definitions relating to the foregoing) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Business Combination Agreement prior to termination. Each party will bear its own expenses if the transaction does not close.

 

Trust Account Waiver

 

LLP, Pubco and the Merger Subs have agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies in TWOA’s Trust Account held for its Public Shareholders, and have agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

 

Governing Law

 

The Business Combination Agreement is governed by New York law without regard to the conflict of laws principles thereof provided that, for the avoidance of doubt, (i) the statutory and fiduciary duties of the directors of TWOA, SPAC Merger Sub and Pubco and the SPAC Merger will in each case be governed by the laws of the Cayman Islands, and (ii) the statutory and fiduciary duties of the directors of LLP, Company Merger Sub and Company Merger will in each case be governed by the Laws of Panama and, subject to the required arbitration provisions, the parties are subject to exclusive jurisdiction of the state and federal courts sitting in New York County, State of New York. Any disputes under the Business Combination Agreement, other than claims for injunctive or temporary equitable relief or enforcement of an arbitration award, will be subject to arbitration by the American Arbitration Association, to be held in New York County, State of New York.

 

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Ancillary Documents

 

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to or in connection with the Business Combination Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Ancillary Documents, copies of each of which are attached hereto as exhibits. Shareholders and other interested parties are urged to read such Ancillary Documents in their entirety.

 

Lock-Up Agreement

 

Simultaneously with the execution and delivery of the Business Combination Agreement, LLP’s majority shareholders entered into a Lock-Up Agreement with TWOA and, by a joinder agreement, Pubco. Pursuant to the Lock-Up Agreement, such LLP shareholder agreed not to, during the period commencing from the Closing and ending on the 12-month anniversary of the Closing or earlier, if Pubco consummates a third-party tender offer, stock sale, liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in Pubco for cash, securities or other property (and, with respect to 50% of such restricted securities, subject to early release if the last trading price of the Pubco Ordinary Shares equals or exceeds $12.50 for any 20 trading days within any 30 trading day period commencing at least 180 days after the Closing): (i) lend, offer, pledge, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of the restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers, provided that the transferred shares will continue to be subject to the Lock-Up Agreement).

 

Voting Agreement

 

Simultaneously with the execution and delivery of the Business Combination Agreement, TWOA and LLP entered into a Voting Agreement with LLP’s majority shareholder, which holds voting power sufficient to approve the Transactions. Under the Voting Agreement, such LLP shareholder agreed, among other matters, to vote all of such LLP shareholder’s shares of LLP in favor of the Business Combination Agreement and the Transactions, and to otherwise take (or not take, as applicable) certain other actions in support of the Business Combination Agreement and the Transactions and the other matters to be submitted to the LLP shareholders for approval in connection with the Transactions, in the manner and subject to the conditions set forth in the Voting Agreement. The Voting Agreement prevents transfers of the LLP shares held by such LLP shareholder between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where the recipient also agrees to comply with the terms of the Voting Agreement.

 

Registration Rights Agreement

 

At or prior to the Closing, certain LLP shareholders will enter into a Registration Rights Agreement with Pubco and TWOA, in form and substance to be mutually agreed by LLP and TWOA (each acting reasonably), pursuant to which, among other matters, such LLP Shareholders will be granted substantially the same priorities and registration rights as the Sponsor and other “Holder” parties under the Founder Registration Rights Agreement, as amended by the Founder Registration Rights Agreement Amendment, and which Registration Rights Agreement will become effective as of the Closing.

 

Founder Registration Rights Agreement Amendment

 

At or prior to the Closing, Pubco, TWOA and the Sponsor (as well as any other parties necessary to effect such amendment) will enter into an amendment, the Founder Registration Rights Agreement Amendment, in form and substance to be mutually agreed by LLP and TWOA, each acting reasonably, to the Founder Registration Rights Agreement entered into by TWOA, the Sponsor and the other parties thereto at the time of TWOA’s IPO. Under the Founder Registration Rights Agreement Amendment, the Founder Registration Rights Agreement will be amended to, among other things, add Pubco as a party and to reflect the issuance of Pubco Ordinary Shares pursuant to the Business Combination Agreement, and to reconcile with the provisions of the Registration Rights Agreement.

 

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Sponsor Letter Agreement

 

In connection with the Business Combination Agreement, the Sponsor, LLP and, by a joinder agreement, Pubco, entered into, the Sponsor Letter Agreement, pursuant to which the Sponsor agreed that, with respect to its 3,852,611 Sponsor Founder Shares, it will (a) retain a number of such Sponsor Founder Shares equal to 2,652,611 shares, the Baseline Retained Founder Shares, plus 0.048 Sponsor Founder Shares for each dollar of Additional Capital (as defined in the Business Combination Agreement) above $25,000,000 (up to a maximum amount equal to the total 3,852,611 Sponsor Founder Shares less any Additional Transferred Shares (as defined below)), and any such Sponsor Founder Shares not retained will be surrendered by the Sponsor to Pubco as of the Closing, and (b) if TWOA seeks an amendment of its organizational documents to extend its deadline to consummate its initial business combination beyond January 1, 2024, the Sponsor will agree to transfer to the Public Shareholders or surrender and cancel up to 500,000 Sponsor Founder Shares, the Additional Transferred Shares, as may be necessary in order to obtain such extension, and the Baseline Retained Founder Shares will be increased by one share for each two Additional Transferred Shares.

 

Amendment to Insider Letter Agreement

 

Simultaneously with the execution and delivery of the Business Combination Agreement or shortly thereafter, TWOA, the Sponsor, the Original Sponsor, and certain other TWOA shareholders and, by a joinder agreement, Pubco entered into the Amendment to Letter Agreement to amend the Insider Letter entered into in connection with TWOA’s initial public offering. The Amendment to Letter Agreement (i) adds Pubco as a party to the Insider Letter, (ii) revises the terms of the Insider Letter to reflect the transactions contemplated by the Business Combination Agreement, including the issuance of Pubco Ordinary Shares in exchange for the TWOA Ordinary Shares, (iii) amends the terms of the lock-up set forth in the Insider Letter to conform with the lock-up terms in the Lock-Up Agreement described above, and (iv) provides LLP with the ability to enforce prior to the Closing the lock-up and voting provisions of the Insider Letter. TWOA has committed to cause additional shareholders of TWOA to execute the Amendment to Letter Agreement following the signing of the Business Combination Agreement and prior to the Closing.

 

Letter of Transmittal

 

At the Closing, each LLP Shareholder will provide Pubco a duly executed Letter of Transmittal and such other documents as may be reasonably requested, entitling such LLP Shareholder to receive its pro rata share of the Merger Consideration.

 

Interests of TWOA’s Directors, Officers and Advisors in the Business Combination

 

In considering the recommendation of the TWOA Board to vote in favor of the Business Combination, Public Shareholders should be aware that TWOA’s Initial Shareholders and the Sponsor have interests in the Business Combination that are different from, or in addition to, those of TWOA’s other shareholders generally. TWOA’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to TWOA’s shareholders that they approve the Business Combination. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination or to exercise their right of redemption. These interests include:

 

  the fact that the Sponsor and TWOA’s officers, directors, advisors and their affiliates own an aggregate of 3,347,611 Founder Shares which they purchased from the Original Sponsor for an aggregate price of $500,000 and which will be converted into up to 3,347,611 Pubco Ordinary Shares, which will have a significantly higher value at the time of the Business Combination, if it is consummated, and, based on the closing trading price of the Class A Ordinary Shares on          , 2023, which was $         , would have an aggregate value of approximately $       million as of the same date, representing a         % gain on the Sponsor’s investment. The Original Sponsor currently owns 1,906,764 Founder Shares, or 35.6% of the total issued and outstanding Founder Shares or 18.4% of the total issued and outstanding Ordinary Shares of TWOA. If TWOA does not consummate the Business Combination or another initial business combination by January 1, 2024 (unless such date is extended by TWOA’s shareholders), and TWOA is therefore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the effective purchase price of $0.149 per share that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Class A Ordinary Share sold in the IPO, the Sponsor may earn a positive rate of return even if the stock price of Pubco after the Closing falls below the price initially paid for the Class A Ordinary Shares in the IPO and the Public Shareholders experience a negative rate of return following the Closing of the Business Combination;
     
  the fact that if TWOA does not consummate the Business Combination or another initial business combination by January 1, 2024 (unless such date is extended by and with the approval of TWOA’s shareholders), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its directors, dissolving and liquidating, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor will benefit from the completion of an initial business combination and may be incentivized to complete the acquisition of a less favorable target company or on terms less favorable to shareholders rather than to liquidate;
     
  the fact that the Sponsor and the officers and directors of TWOA have waived their right to redeem their Founder Shares and any other Ordinary Shares held by them, or to receive distributions from the Trust Account with respect to the Founder Shares upon TWOA’s liquidation if TWOA is unable to consummate its initial business combination;

 

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  the fact that the Sponsor, the Original Sponsor, their affiliates or certain of TWOA’s officers and directors or their affiliates may, but are not obligated to, provide Working Capital Loans to TWOA. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares, at a price of $10.00 per share, of the post Business Combination entity. If TWOA completes a business combination, TWOA will repay the Working Capital Loans out of the proceeds of the Trust Account released to the post-closing company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, TWOA may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of October 31, 2023, approximately $1.47 million of Working Capital Loans was outstanding;
     
  the fact that the Sponsor is entitled to $10,000 per month for office space, secretarial and administrative services until the completion of an initial business combination under the Administrative Services Agreement;
     
  the fact that unless TWOA consummates an initial business combination, its directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them in connection with the Business Combination (to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account). As of October 31, 2023, directors or officers of TWOA had not incurred any expenses which they expect to be reimbursed at the Closing;
     
  the fact that the Current Charter provides that TWOA renounces any interest or expectancy of TWOA in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for the Investor Group and any of the Investor Group Related Person, on the one hand, and TWOA, on the other, unless such opportunity is expressly offered to such Investor Group Related Person solely in their capacity as an officer or director of the Company and the opportunity is one the Company is permitted to complete on a reasonable basis. Notwithstanding such provision, TWOA believes that such provision did not impact TWOA’s search for a business combination target because TWOA’s officers and directors have confirmed to TWOA that there were no such corporate opportunities that were not presented to TWOA pursuant to such provision;
     
  the fact that pursuant to the Business Combination Agreement, for a period of six years following the consummation of the Business Combination, Pubco (i) is required to maintain provisions in the Proposed Charter providing for the indemnification of TWOA’s existing directors and officers and (ii) may maintain a directors’ and officers’ liability insurance policy that covers TWOA’s existing directors and officers;
     
  the fact that at the Closing, Pubco, TWOA, and the Sponsor will enter into an amendment to the Founder Registration Rights Agreement to, among other things, add Pubco as a party and to reflect the issuance of the Pubco Ordinary Shares to the Sponsor pursuant to the Business Combination;
     
  the fact that TWOA’s officers and directors have not been required to, and have not, committed their full time to TWOA’s affairs, which may have resulted in a conflict of interest in allocating their time between TWOA’s operations and its search for a business combination and their other businesses; and
     
  the anticipated election of Thomas D. Hennessy as a director of Pubco in connection with the consummation of the Business Combination. As such, in the future, such director will receive any cash fees, stock options or stock awards that the Pubco Board determines to pay to such director.

 

Exchange Listing

 

The Class A Ordinary Shares are currently traded on the NYSE under the symbol “TWOA.” Following the Closing, the Class A Ordinary Shares will no longer trade. Pubco will apply for listing, to be effective upon the Closing, of the Pubco Ordinary Shares on the NYSE under the symbol “LLP.” There is no assurance that Pubco will be able to satisfy the NYSE listing criteria necessary for listing or will be able to continue to satisfy such criteria following the consummation of the Business Combination.

 

Background of the Business Combination

 

The terms of the Business Combination Agreement are the result of negotiations between TWOA, LLP and their respective representatives. The following is a brief description of the background of these negotiations.

 

TWOA was incorporated as a Cayman Islands exempted company on January 15, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On January 21, 2021, the Original Sponsor paid $25,000, or approximately $0.004 per share, to cover expenses in consideration for 5,750,000 Founder Shares. On April 1, 2021, TWOA consummated its IPO of 20,000,000 Public Shares, at an offering price of $10.00 per Public Share, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.1 million (net of a required reimbursement from the underwriter), of which $7.0 million was for deferred underwriting commissions. The underwriter partially exercised the over-allotment option and on April 13, 2021, purchased an additional 1,437,500 Public Shares, generating gross proceeds of approximately $14.4 million. Simultaneously with the closing of the IPO, TWOA consummated the Private Placement of 600,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Original Sponsor, generating gross proceeds of approximately $6.0 million. Simultaneously with the closing of the over-allotment on April 13, 2021, TWOA consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Original Sponsor, generating gross proceeds to TWOA of $287,500.

 

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On March 31, 2023, TWOA held the Extension Meeting, at which its shareholders approved, among others, a proposal to extend the date by which TWOA would be required to consummate a business combination from April 1, 2023 to January 1, 2024 (or such earlier date as determined by the TWOA Board). In connection with the Extension Meeting, TWOA’s Public Shareholders holding an aggregate of 16,437,487 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $168.2 million (approximately $10.23 per Public Share) was removed from the Trust Account to pay such holders. Following the redemptions, there were 5,000,013 Class A Ordinary Shares issued and outstanding and 5,359,375 Class B Ordinary Shares issued and outstanding.

 

On March 31, 2023, 3,347,611 Class B Ordinary Shares were purchased from the Original Sponsor by the Sponsor. An aggregate of 135,000 Class B Ordinary Shares were transferred by the Sponsor to TWOA’s directors and advisors in August 2023.

 

HC PropTech III LLC is the managing member of the Sponsor and Thomas D. Hennessy, Chief Executive Officer and Chairman of TWOA, is a managing member of HC PropTech III LLC. Mr. Hennessy has served as a director and/or officer of three SPACs, each of which completed a business combination, including (i) PropTech Acquisition Corporation’s business combination with Porch Group, Inc. (Nasdaq: PRCH) in December 2020; (ii) PropTech Investment Corporation II’s business combination with Appreciate Holdings, Inc. (Nasdaq: SFR) in November 2022; and (iii) Jaguar Global Growth Corporation I’s business combination with Captivision Inc. (Nasdaq: CAPT) in November 2023. Mr. Hennessy is currently on the board of directors of two SPACs (7GC & Co. Holdings Inc. and TortoiseEcofin Acquisition Corp. III), which have entered into definitive business combination agreements for a business comibnation as of the date of this proxy statement/prospectus. In addition, Mr. Hennessy is the Chief Executive Officer and director of Compass Digital Acquisition Corp., a SPAC that is actively searching for a target for its business combination. The Sponsor does not have any other SPACs in the process of searching for a target company and did not consider another affiliated SPAC to be the potential acquirer of LLP.

 

On March 24, 2023, TWOA engaged J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“Cohen”), as its capital market advisor in connection with an initial business combination and an extension for completing an initial business combination and as its placement agent for a potential financing.

 

Between March 31, 2023 and June 5, 2023, the date on which TWOA entered into exclusivity with LLP (as further described below), TWOA conducted an active search for potential business combination targets, leveraging its and its advisors relationships with company founders, executives of private and public companies, venture capitalists and growth equity fund managers, as well as the extensive network and relationships of Cohen and other investment banks. The focus of this search was to identify potential business combination targets, which TWOA’s directors and officers believed, based on their experience, could satisfy all (or a portion of) certain key criteria for a business combination target, including, among others: (a) a leading market position with a defensible business model and competitive advantages, (b) a capable, experienced management team with a track record of driving growth and a long-term vision for the future of the business, (c) a scalable platform pursuing large market opportunities, (d) consistent organic revenue growth with attractive unit economics and potential for future top-line growth and margin expansion, (e) the ability to generate attractive returns on capital and a compelling use for capital to achieve its growth strategy, and (f) public-ready financial systems, processes and controls. TWOA initiated contact with more than 60 potential targets and/or their advisors. Of those potential targets, TWOA met with approximately 38 management teams and entered into non-disclosure agreements (“NDAs”) with approximately 15 parties, including LLP. TWOA submitted non-binding indication of interests to 3 potential business combination targets that TWOA believed, based on, among other things, its and its advisors’ preliminary due diligence, evaluation and analysis, were most suitable for a business combination. Based on its financial and operational due diligence, TWOA determined that LLP best satisfied all its aforementioned business combination target criteria. Of the three potential targets, TWOA proceeded to negotiate a letter of intent solely with LLP.

 

TWOA held several in-person and virtual meetings with management, shareholders, and advisors of the potential targets. The potential targets were involved in various industries, including medical devices, information technology solutions, media and gaming technology. TWOA conducted due diligence to varying degrees on the potential targets, including reviewing the business’ management, shareholders, business model, valuation, balance sheet, and historical and projected financials, in each case to the extent made available, among other diligence reviews. Following such reviews, TWOA decided to discontinue discussions with these potential targets, other than LLP, for various reasons, including a lack of maturity of the business, a lack of near-term path to profitability, and a lack of financial systems and controls.

 

On April 5, 2023, Mr. Hennessy reached out via email to Gary Garrabrant, Chief Executive Officer of Jaguar Growth Partners, the majority owner of LLP (“Jaguar”), and Thomas McDonald, Managing Partner of Jaguar, regarding TWOA and inquired about any portfolio companies of Jaguar that could be a good target for TWOA. Mr. Hennessy has a decades-long relationship with Messrs. Garrabrant and McDonald starting from when they worked together at Equity International. Since then, they have maintained a regular dialogue and co-sponsored a SPAC together named Jaguar Global Growth Corporation in early 2022, which completed its business combination on November 15, 2023.

 

On April 6, 2023, Mr. Hennessy and Megan Cai, Vice President of TWOA, were introduced by Jaguar to Esteban Saldarriaga, Chief Executive Officer of LLP, to discuss the merits of a potential business combination between TWOA and LLP. In the meeting, Mr. Hennessy provided an introduction of the TWOA vehicle and team. Mr. Saldarriaga introduced himself and provided a high-level overview of LLP. TWOA subsequently sent a draft NDA to LLP for review, which agreement was executed by the parties on April 13, 2023. After the execution of the NDA, TWOA reached out to LLP to schedule a management presentation with TWOA’s management team. LLP provided TWOA with various materials about the company.

 

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On April 17, 2023, Messrs. Hennessy, McDonald and Saldarriaga had a call to review LLP’s financial metrics, including its key performance indicators and historical financial results.

 

On April 18, 2023, Mr. Saldarriaga and Annette Fernandez, Chief Financial Officer of LLP, Mr. Hennessy, Nicholas Geeza, Chief Financial Officer of TWOA, and Ms. Cai had an introductory call to discuss LLP’s business and the SPAC business combination process. LLP presented its 2023 and 2024 financial projections and assumptions, without the inclusion of any of the assumptions relating to TWOA. LLP and TWOA then had a preliminary discussion on the need for additional financing in conjunction with the business combination and LLP agreed to follow up with an additional forecast scenario including assumptions around additional financing.

 

TWOA conducted commercial and financial due diligence on LLP over the course of the second half of April 2023 during which time LLP shared with TWOA additional information, including financial forecasts, potential capital uses, and possible valuations in a business combination.

 

On May 2, 2023, TWOA sent to LLP’s board of directors an indication of interest (“IOI”) with terms of a potential business combination, including the potential sources and uses of such a business combination and possible valuations in a business combination.

 

TWOA continued to conduct due diligence of LLP in May 2023 and sent a revised IOI to LLP on May 9, 2023. The IOI included initial proposed deal terms, such as a pre-transaction equity value of $286 million, which TWOA determined based on an evaluation of LLP’s growth prospects and addressable market, an analysis of comparable companies, and an analysis of underlying asset value.

 

On May 11, 2023, LLP’s board of directors held a meeting to discuss the potential transaction with TWOA. That same day, representatives of TWOA, including Mr. Hennessy, Mr. Geeza and Ms. Cai met with Messrs. Saldarriaga and McDonald in person in New York City to review the revised IOI, and to discuss the business combination process and LLP’s business. Ms. Fernandez and Andy Hong, a TWOA associate, joined the meeting virtually. An initial letter of intent (“LOI”) was shared in this meeting by Mr. Hennessy and a preliminary discussion of deal terms ensued. On May 12, 2023, TWOA emailed the LOI to LLP.

 

Between May 17, 2023 and June 4, 2023, TWOA and LLP exchanged multiple revised drafts of the LOI, with input from Paul Hastings LLP, former counsel to LLP (“Paul Hastings”), Jaguar, and Banco BTG Pactual S.A. - Cayman Branch, financial advisor to LLP (“BTG”). Messrs. Hennessy and Geeza of TWOA, Mr. Saldarriaga and Ms. Fernandez of LLP, and Mr. McDonald of Jaguar, with assistance from their respective advisors including EGS, Paul Hastings and BTG, held numerous conference calls regarding the proposed Business Combination terms. The parties came to an initial agreement on the key business issues, including, among others: (a) the pre-transaction equity value ascribed to LLP (which the parties agreed would be approximately $286.0 million, subject to confirmatory due diligence and appropriate representations, warranties and covenants (and related closing bring-down standards)); (b) the key closing conditions (including that there would be a minimum cash condition); (c) the expected use of proceeds at the consummation of the Business Combination, including providing funding to support LLP’s consolidated statement of financial position and growth plans; (d) the intention of the parties to seek a private investment in public equity financing (“PIPE”); and (e) a proposed timeline for completing the Business Combination.

 

On June 5, 2023, after several exchanges of LOI drafts and extensive negotiations between representatives and advisors of the parties, TWOA and LLP executed a non-binding (except for the exclusivity provisions described below) LOI, which provided for, among other things, a binding exclusivity period ending on August 5, 2023 (with one automatic extension of such exclusivity period in the event certain conditions were met).

 

On June 6, 2023, Mr. Saldarriaga and Ms. Fernandez, as representatives of LLP, Messrs. Hennessy and Geeza, as representatives of TWOA, Mr. McDonald of Jaguar, as well as representatives of Ellenoff Grossman & Schole LLP (“EGS”), new legal counsel to TWOA, Paul Hastings, Cohen and BTG, financial advisor to LLP, held a virtual meeting to discuss the timeline and process for signing a definitive agreement for the potential Business Combination, as well as the proposed structure for the transaction.

 

Between June 6, 2023 and July 26, 2023, representatives and advisors of each of TWOA and LLP conducted weekly or bi-weekly virtual meetings to discuss progress on, and provide updates with respect to, key work streams and other aspects of the potential Business Combination and, as needed, further refine the transaction timeline and steps and related work plan. These weekly or bi-weekly virtual meetings were typically attended by Mr. Saldarriaga and Ms. Fernandez, as representatives of LLP, and Messrs. Hennessy and Geeza, as representatives of TWOA.

 

On June 6, 2023, TWOA also commenced confirmatory business and commercial due diligence and began engaging third parties to conduct legal, financial, accounting, tax, information technology, risk, human resources, and benefits due diligence. On June 14, 2023, TWOA engaged CohnReznick LLP to conduct financial, accounting and tax due diligence. TWOA engaged Aon PLC for risk, human resources, and benefits due diligence on June 20, 2023 and for information technology and cybersecurity due diligence on June 27, 2023. TWOA engaged Arias Law on June 28, 2023 and Cuatrecasas Gonçalves Pereira, S.L.P. on Jun 30, 2023 as local counsel to conduct local legal due diligence on LLP and its subsidiaries.

 

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On June 12, 2023, LLP engaged Baker & McKenzie as legal counsel to LLP, replacing Paul Hastings LLP.

 

On June 12, 2023, EGS introduced TWOA to Marshall & Stevens with respect to obtaining a fairness opinion in connection with the proposed Business Combination. On July 11, 2023, TWOA engaged Marshall & Stevens to prepare a fairness opinion.

 

BTG opened a virtual data room for LLP and granted TWOA access on June 20, 2023. Representatives from EGS, Baker & McKenzie, and Cohen, as well as representatives from all TWOA’s external advisors, were granted access as they were onboarded.

 

On June 26 and 27, 2023, Mr. Geeza of TWOA met with Mr. Saldarriaga and Ms. Fernandez and other senior management members of LLP and conducted on-site diligence of LLP’s facilities outside San José, Costa Rica.

 

On June 29, 2023, Baker & McKenzie distributed to EGS and TWOA an initial draft of the Business Combination Agreement relating to the potential Business Combination. EGS prepared an issues list with respect to such initial draft and discussed the initial draft of the Business Combination Agreement and the issues list several times with Mr. Hennessy and Mr. Geeza of TWOA, as well as Baker & McKenzie and LLP, until they worked through most of the significant matters identified on the issues list.

 

On June 30, 2023, TWOA and LLP had a confirmatory due diligence telephone call with Mr. Saldarriaga and Ms. Fernandez, as representatives of LLP, Messrs. Hennessy and Geeza, as representatives of TWOA, as well as representatives from BTG and certain TWOA advisors, including representatives from EGS.

 

During June and July 2023, LLP, TWOA and their respective advisors participated in a number of due diligence telephone calls and exchanged due diligence materials, including in the areas of commercial, legal, financial, information technology, tax, insurance and employee benefits. The due diligence telephone calls were typically attended by Mr. Saldarriaga and Ms. Fernandez, as representatives of LLP, and Mr. Hennessy, Mr. Geeza, and Ms. Cai, as representatives of TWOA. On June 22, 2023 and July 12, 2023, management of TWOA and its due diligence vendors visited LLP’s facilities in Bogota, Colombia and Lima, Peru, respectively.

 

On July 25, 2023, EGS provided Baker & McKenzie revised draft of the Business Combination Agreement based on the matters addressed in the issues list. The revised draft addressed risk allocation and matters relating to the purchase price, the structure of the minimum cash condition, and changes to representations and warranties, covenants, termination provisions and closing conditions.

 

Between July 25, 2023 and August 14, 2023, EGS and Baker & McKenzie exchanged numerous drafts of the Business Combination Agreement and the ancillary documents. Over the same period of time, the parties, EGS, Baker & McKenzie and other advisors for TWOA and LLP held numerous conference calls regarding certain terms and conditions of the Business Combination Agreement, including with respect to the representations and warranties, interim operating covenants of the parties, additional agreements, closing conditions and structure.

 

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On July 26, 2023, the TWOA Board held a meeting with representatives from EGS, Aon, CohnReznick, Arias, and Cuatrecasas and TWOA’s management (Messrs. Hennessy and Geeza) and certain advisors to TWOA in attendance. At the meeting, representatives of TWOA provided an overview of the TWOA Board’s fiduciary duties in connection with the transaction. The TWOA Board was provided with an overview of the due diligence findings with respect to LLP to date, including a summary of the key findings from the due diligence review conducted by various representatives and advisors of TWOA. Representatives of TWOA management provided the TWOA Board with an overview of the timeline for the Business Combination, The TWOA Board asked questions of TWOA management and its advisors, which questions were answered. At the conclusion of the meeting, the TWOA Board directed management to continue pursuing the discussion of the Business Combination and definitive documentation with LLP.

 

On August 11, 2023, the TWOA Board held a meeting with representatives of EGS, Marshall & Stevens, and TWOA’s management (Messrs. Hennessy and Geeza) and certain advisors to TWOA in attendance. At the meeting, Marshall & Stevens reviewed and discussed its draft fairness opinion with respect to LLP and the proposed Business Combination. The TWOA Board was provided with an overview of the proposed Business Combination (including the potential benefits and the risks related thereto), the key terms of the Business Combination Agreement, the related Ancillary Documents and the due diligence process undertaken. Representatives of TWOA management provided the TWOA Board with an overview of the timeline for the Business Combination, The TWOA Board asked questions of TWOA management and its outside advisors, which questions were answered.

 

On August 14, 2023, the TWOA Board held a meeting with representatives of EGS and TWOA’s management (Messrs. Hennessy and Geeza) and certain advisors to TWOA in attendance. At the meeting, the TWOA Board was provided with an overview of the material changes to the proposed Business Combination since the previous meeting (including the potential benefits and the risks related thereto), the latest key terms of the Business Combination Agreement, the related Ancillary Documents and an update to the due diligence findings previously provided to the TWOA Board. The TWOA Board unanimously adopted and approved the execution of the Business Combination Agreement and the Ancillary Documents and the transactions contemplated thereby subject to receipt of the final, executed fairness opinion letter from Marshall & Stevens. After the meeting, the final fairness opinion letter was delivered by Marshall & Stevens to TWOA.

 

On August 15, 2023, the parties entered into the Business Combination Agreement and certain Ancillary Documents.

 

On August 15, 2023, TWOA and LLP issued a joint press release announcing the execution and delivery of the Business Combination Agreement, and TWOA filed a Current Report on Form 8-K announcing the entry into the Business Combination Agreement.

 

On August 18, 2023, Mr. Saldarriaga and Ms. Fernandez, as representatives of LLP, Messrs. Hennessy and Geeza, as representatives of TWOA, and certain of their respective advisors held a teleconference discussion to discuss the PIPE financing process, timelines, and workstreams. LLP and TWOA had their first call with a potential PIPE investor on August 22, 2023 and has continued to have calls with various potential investors since such date, either through introductions from Cohen, BTG, LLP, Jaguar, TWOA management, board members, or advisors.

 

TWOA has engaged in various discussions with potential PIPE investors about the Business Combination and additional financing. However, no subscription agreements have been entered into with the investors for the financing, as of the date of this proxy statement/prospectus.

 

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Recommendation of the Board and Reasons for the Business Combination

 

The TWOA Board, in evaluating the Business Combination, consulted with TWOA’s management and financial and legal advisors. In reaching its unanimous resolution (i) that the Business Combination Agreement and the transactions contemplated thereby are advisable and in the best interests of TWOA and its shareholders and (ii) to recommend that the shareholders approve the Business Combination Agreement and the Business Combination, the TWOA Board considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the TWOA Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The TWOA Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of TWOA’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Risk Factors.

 

In connection with the Business Combination, the TWOA Board obtained a fairness opinion from Marshall & Stevens.

 

The officers and directors of TWOA have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, together with experience and sector expertise of TWOA’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, TWOA’s officers, directors and advisors have substantial experience with mergers and acquisitions.

 

The TWOA Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the Business Combination, including, but not limited to, the following material factors:

 

  Logistics Investment Strategy Focused on High Growth Markets: LLP operates in high-growth and underserved markets characterized by a structural undersupply of modern Class A logistics facilities. LLP focuses on major cities within Central and South America that exhibit concentrated population centers, high consumption behaviors, and proximity to labor to meet the needs of its tenants. The TWOA Board believes that LLP’s combination of U.S. institutional quality properties and its unique geographic footprint makes LLP well positioned to benefit from the continued adoption of e-commerce in Latin America.
     
  Market Leader with Coveted Tenant Relationships: LLP serves and attracts a highly diversified set of large and blue-chip multinational companies and high credit quality regional and local players across multiple industries, resulting in low customer concentration risk. LLP benefits from long-term tenant partnerships by providing comprehensive class A solutions across multiple markets. This value-based partnership has driven longer contract durations, higher average rental rates, and 99% occupancy rates in its facilities.
     
  Attainable Business Plan with a Durable Competitive Advantage: LLP’s competitive advantage is underpinned by its local market knowledge, access to developable land, product visibility, and development track record bolstering LLP’s credibility in core markets and shortening go-to-markets times. LLP seeks to double its GLA in the near term through multiple growth initiatives, including the development of owned or controlled landbanks, continued advancement of its land acquisition pipeline, and strategic acquisitions in dollarized markets where tenants plan to expand.
     
  Value Creating Unit-level Economics: LLP seeks to achieve attractive risk-adjusted returns and double-digit unlevered development yields supported by long-term leases with credit-worthy tenants and accretive local debt. LLP’s facilities are designed for optimal warehousing efficiency and have construction track records that are both on time and within budget. LLP’s modular site layouts allow it to efficiently deploy capital, pace demand, and pre-lease buildings, maximizing occupancy, and increasing returns. LLP does not take any speculative development risk, preferring to match tenant demand with new construction activity.
     
  Accomplished Management Team with a Strong Focus on Relationships: LLP’s management team is comprised of real estate operating company experts with accomplished track records of growing and scaling businesses. With almost 100 years of relevant combined experience, LLP’s management team brings extensive sector-specific and financial expertise as well as an invaluable local perspective with leaders who are native to their respective markets. LLP management is committed to serving as a long-term partner for tenants.
     
  Financial Condition. The TWOA Board also considered factors such as LLP’s historical financial results, outlook, financial plan and debt structure, as well as the financial profiles of publicly traded companies in the logistics real estate industry and adjacent markets and certain relevant information with respect to companies that had been acquisition targets or received equity financings in transactions similar to the Business Combination. In considering these factors, the TWOA Board reviewed LLP’s recent growth in certain key financial metrics, the current prospects for growth if LLP achieved its business plans and various historical and current consolidated statement of financial position items for LLP. In reviewing these factors, TWOA Board noted that LLP was well-positioned in its industry for strong future growth.

 

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  Due Diligence. TWOA conducted due diligence examinations of LLP and discussed with LLP’s management and discussed the results of its due diligence examination of LLP with TWOA’s financial and legal advisors.
     
   Negotiated Transaction. The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s length negotiations between TWOA and LLP.
     
  Other Alternatives. The TWOA Board believes, after a thorough review of other business combination opportunities reasonably available to TWOA, that the proposed Business Combination represents an optimal potential business combination for TWOA and an attractive opportunity for TWOA’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential acquisition targets, and the TWOA Board’s belief that such process has not presented a better alternative.
     
  Lock-Up. Certain LLP shareholders have entered into lock-up agreements with Pubco and their securities are subject to a 12-month lock-up restriction (subject to early release). In addition, if Pubco engages in a secondary offering during the lock-up period, the holders have the right to participate pro rata despite the lock-up agreements.
     
  Third-Party Valuation. TWOA obtained a third-party fairness opinion in connection with the Business Combination that was presented to the TWOA Board.

 

The TWOA Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

 

  Macroeconomic Risks. Macroeconomic uncertainty and the effects it could have on Pubco’s revenues;
     
  Geopolitical Risks. Fiscal issues and political gridlocks in countries in which LLP operates risk investors’ perception and business environment;
     
  Demand for Logistic Real Estate Falls. The risk that there is less demand for logistic real estate, LLP’s core product, which will make it difficult to achieve its growth targets;
     
  Growth Initiatives May Not be Achieved. The risk that the cost savings and growth initiatives may not be fully achieved or may not be achieved within the expected timeframe;
     
  Redemption Risk. The potential that a significant number of TWOA shareholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to TWOA’s Current Charter, which would potentially make the Business Combination more difficult or impossible to complete;
     
  Shareholder Vote. The risk that TWOA’s shareholders may fail to provide the respective votes necessary to effect the Business Combination;
     
  Closing Conditions. The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within TWOA’s control;
     
  Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination;
     
  Listing Risks. The challenges associated with preparing LLP, a private entity, for the applicable disclosure and listing requirements to which TWOA will be subject as a publicly traded company on the NYSE;
     
  Benefits May Not Be Achieved. The risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;
     
  Liquidation of TWOA. The risks and costs to TWOA if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in TWOA being unable to effect a business combination by January 1, 2024;
     
  TWOA Shareholders Receiving a Minority Position in LLP. The risk that TWOA shareholders will hold a minority position in LLP; and
     
  Fees and Expenses. The fees and expenses associated with completing the Business Combination.

 

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Certain Unaudited Projected Financial Information

 

TWOA and LLP do not as a matter of practice publicly disclose internal projections of future performance, revenue, earnings, financial condition or other results. However, in connection with the Board’s evaluation of the Business Combination, LLP management prepared and provided to the Board certain non-public internal, unaudited prospective financial information of LLP for the years ended December 31, 2023 and 2024 (the “prospective financial information”). TWOA has included the prospective financial information in the table below because such information was considered by the Board for purposes of evaluating and approving the Business Combination in August 2023. LLP prepared the prospective financial information based on LLP’s management’s judgment and assumptions regarding the LLP’s expected future performance. The inclusion of the prospective financial information should not be regarded as an indication that TWOA or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results. Inclusion of the prospective financial information in this proxy statement/prospectus is not intended to influence your decision whether to vote for the Business Combination.

 

The projected financial information contains certain adjusted financial measures that LLP management believes are helpful in understanding LLP’s financial performance and future results. LLP management regularly uses a variety of financial measures that are not in accordance with IFRS for forecasting, budgeting and measuring financial performance. The adjusted financial measures are not meant to be considered in isolation or as a substitute for, or superior to, comparable IFRS measures. While LLP believes these adjusted financial measures provide meaningful information to help investors understand the operating results of LLP and to analyze LLP’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these adjusted financial measures. These adjusted financial measures are not prepared in accordance with IFRS and may not be directly comparable to similarly titled measures of LLP’s competitors due to potential differences in the method of calculation. The SEC rules that would otherwise require a reconciliation of an adjusted financial measure to an IFRS financial measure do not apply to adjusted financial measures provided in connection with a proposed business combination such as the Business Combination.

 

The prospective financial information of LLP is subjective in many respects and is thus susceptible to multiple interpretations and revisions based on actual experience and business developments. As a result, there can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than estimated. While presented in this proxy statement/prospectus with numeric specificity, the prospective financial information set forth below was based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of LLP’s management, due to, among other potential reasons, the matters described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LLP.”

 

The prospective financial information was not prepared with a view toward public disclosure or compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants and International Financial Reporting Standards as issued by the International Accounting Standards Board for the preparation and presentation of financial forecasts. No independent auditors have audited, reviewed, examined, compiled nor performed any procedures with respect to the accompanying prospective financial information and, accordingly, none of TWOA, WithumSmith+Brown, PC, TWOA’s independent registered public accounting firm, and Deloitte and Touche, S.A., LLP’s independent registered public accounting firm, express an opinion or any other form of assurance with respect thereto or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The audit reports included in this proxy statement/prospectus relate to historical financial information. They do not extend to the prospective financial information and should not be read to do so.

 

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EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, NEITHER LLP NOR TWOA INTENDS TO MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISION TO THE PROSPECTIVE FINANCIAL INFORMATION. THE PROSPECTIVE FINANCIAL INFORMATION DOES NOT TAKE INTO ACCOUNT ANY CIRCUMSTANCES OR EVENTS OCCURRING AFTER THE DATE THAT INFORMATION WAS PREPARED. READERS OF THIS PROXY STATEMENT/PROSPECTUS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE PROSPECTIVE FINANCIAL INFORMATION SET FORTH BELOW IN MAKING A DECISION REGARDING THE BUSINESS COMBINATION PROPOSAL, AS SUCH PROSPECTIVE FINANCIAL INFORMATION MAY BE MATERIALLY DIFFERENT THAN ACTUAL RESULTS. NONE OF LLP, TWOA NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, ADVISORS OR OTHER REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY LLP SHAREHOLDER, TWOA SHAREHOLDER OR ANY OTHER PERSON THAT THE RESULTS CONTAINED IN THE PROSPECTIVE FINANCIAL INFORMATION WILL BE ACHIEVED. TWOA DOES NOT INTEND TO REFERENCE THESE FINANCIAL PROJECTIONS IN ITS FUTURE PERIODIC REPORTS FILED UNDER THE EXCHANGE ACT.

 

The prospective financial information provided to TWOA management and reviewed by the TWOA Board included the prospective financial information set forth below. At the time of the Business Combination Agreement dated as of August 15, 2023, the Board considered the projections for the years ended December 31, 2023 and 2024 as a material input to determine the valuation of LLP. The TWOA Board concurrently considered prevailing market conditions and peer market multiples at the time as material variables in the valuation of LLP. The projected financial information does not take into account potentially varying macroeconomic conditions that may impact actual results. The prospective financial information was prepared using a number of assumptions with respect to LLP’s future growth, including:

 

 

As of December 31, 2022, LLP had 4.2 million square feet of Occupied GLA. As of the date of the projections, LLP expected to increase Occupied GLA by approximately 400,000 square feet in 2023, as a result of the completion of certain properties under development. LLP also expected to add approximately one million square feet of Occupied GLA in 2024 from completion of certain projects under development and acquisitions. As of the time of the projections, almost two thirds of the GLA of properties under development was pre-leased, but no assurance can be provided that such prospective tenants will perform their obligations under the leases or that the remainder of the GLA under development will be leased at the time the properties have completed construction, on the timeline or at the rates expected in the projections, or at all. The acquisition activity assumes that LLP management can identify and consummate suitable transactions on the timeline and the terms assumed in the projections, as well as the availability of adequate or sufficient capital from the merger with TWOA and ancillary or subsequent capital raises to deploy for acquisitions.

 

LLP management estimated blended rental rates across the portfolio during the projection periods. LLP management also assumed that expiring leases were renewed without interruption at rental rates that approximated expiring rates, and that its tenants performed their obligations under the leases during the projection period. To arrive at these estimates and assumptions, LLP management considered its high historical stabilized occupancy rates, average rents per square foot in place at the time the projections were made, its assessment of the state of industrial real estate markets in its target geographies as of the date the projections were made, the status of its ongoing lease and acquisition negotiations, and the actual terms of its in-place leases, including contracted rental rates and expiration dates. However, no assurance can be provided that its lease terms will remain unchanged, that its tenants will pay contracted rent amounts timely, in full or at all, and that historical operating, performance or market trends will continue in future periods.

     
  Adjusted EBITDA margins were assumed to increase during the projection period as rental revenue was estimated to increase and General and Administrative expenses were assumed to remain relatively stable. This was based on the assumption that certain economies of scale within General and Administrative expenses offset expected increases in costs resulting from the growth of the organization and costs from operating as a public company. No assurance can be provided that operating costs will not increase relative to historical levels or outpace forecasted results.
     
  NOI margins in the low to mid-80% range throughout the forecast period, with NOI generally growing in line with rental revenue. No assurance can be provided that revenue will increase at the forecasted rate or that operating expenses will not increase at a higher rate than forecasted.

 

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The following table sets forth a summary of the projected financial information for LLP:

 

($ in millions)  2023E  2024E
           
Total Revenue  $40.1   $50.8 
Adjusted EBITDA  $30.0   $39.6 
NOI  $33.9   $42.4 

 

Opinion of Marshall & Stevens

 

On July 11, 2023, TWOA engaged Marshall & Stevens to evaluate for the benefit of, and to advise, the TWOA Board regarding the amount of the Merger Consideration to be paid by the TWOA Board in connection with the possible acquisition of LLP and its subsidiaries for $286,000,000 to be paid in newly issued Pubco Ordinary Shares, each valued at $10.00 per share (the “Purchase Price”). Marshall & Stevens was retained to advise the TWOA Board as to the reasonable range of values for LLP immediately prior to the Business Combination and, if requested by the TWOA Board, issue its written opinion to the TWOA Board as to the fairness to TWOA, from a financial point of view, of the Purchase Price. Marshall & Stevens was not engaged to perform any other services, did not negotiate the Purchase Price or any other terms of the Business Combination, and did not serve as a financial advisor to the TWOA Board, TWOA or any other person or entity. On August 11, 2023, the TWOA Board met to review the terms of the Business Combination as set forth in a proposed Business Combination Agreement. During this meeting, Marshall & Stevens reviewed with the TWOA Board certain financial analyses as described below and, at the request of the TWOA Board, rendered its oral opinion to the TWOA Board, which opinion was confirmed by delivery to the TWOA Board of a written opinion, dated August 15, 2023 (the “Marshall & Stevens Opinion”), to the effect that, as of August 11, 2023 and based on and subject to the matters described in its opinion, the Purchase Price being paid for LLP in the Business Combination was fair, from a financial point of view, to TWOA.

 

The full text of the Marshall & Stevens Opinion, which sets forth, among other things, the assumptions made, matters considered and limitations on the scope of review undertaken by Marshall & Stevens in rendering its opinion, is attached as Annex E and is incorporated into this proxy statement/prospectus by reference in its entirety. Shareholders of TWOA are encouraged to read this opinion carefully in its entirety. The Marshall & Stevens Opinion was provided to the TWOA Board for their information in connection with their evaluation of the Purchase Price and relates only to the fairness, from a financial point of view, of the Purchase Price, does not address any other aspect of the Business Combination and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to any matters relating to the Business Combination. The summary of the Marshall & Stevens Opinion in this proxy statement is qualified in its entirety by reference to the full text of the opinion.

 

In arriving at its opinion, Marshall & Stevens:

 

  reviewed the Letter of Intent dated June 5, 2023;
     
  reviewed the Business Combination Agreement dated August 15, 2023;
     
  reviewed certain operating and financial information relating to LLP’s business and prospects, including financial statements for the years ended December 31, 2019 through December 31, 2022, including the year to date period ended June 30, 2023, projections for the years ending December 31, 2023 through 2024, all as prepared by LLP’s management and provided to Marshall & Stevens;
     
  spoke with certain members of LLP’s management regarding LLP’s operations, financial condition, future prospects and projected operations and performance and regarding the Business Combination;
     
  participated in discussions with the TWOA Board and its counsel regarding LLP’s projected financials results, among other matters;
     
  reviewed certain business, financial and other information regarding LLP that was furnished to it by LLP through its management;
     
  reviewed certain other publicly available financial data for certain companies that Marshall & Stevens deemed relevant for purposes of its analysis;
     
  performed a discounted cash flow analysis based on the projected financial information provided by LLP’s management; and
     
  conducted such other financial studies, analyses and inquiries as deemed appropriate.

 

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In connection with its review, Marshall & Stevens relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished or otherwise made available to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, LLP’s management advised Marshall & Stevens, and Marshall & Stevens assumed with the consent of the TWOA Board, that LLP’s projected financial information provided to Marshall & Stevens was reasonably prepared on bases reflecting the best currently available estimates and judgments of LLP’s future financial results and condition. In evaluating fairness, Marshall & Stevens assumed a fair market value for TWOA’s Class A Ordinary Shares of $10.00 per share, which will be canceled in exchange for the right of the holder thereof to receive an equivalent number of Pubco Ordinary Shares at the Closing. This value was used, with the consent of the TWOA Board, due to the fact that TWOA is a special purpose acquisition company with only limited trading history and no material operations or assets other than cash or cash equivalents and an as yet to be approved Business Combination Agreement. Accordingly, Marshall & Stevens did not perform an independent analysis regarding the fair market value of the Pubco Ordinary Shares to be issued pursuant to the Business Combination Agreement.

 

Marshall & Stevens expressed no opinion with respect to such forecasts and projections or the assumptions on which they are based. Marshall & Stevens also relied upon and assumed, without independent verification, that there had been no material change in LLP’s assets, liabilities, financial condition, results of operations, business or prospects since the date of the most recent financial statements provided to Marshall & Stevens, and that there was no information or facts that would make the information reviewed by Marshall & Stevens incomplete or misleading. Marshall & Stevens also assumed that LLP is not party to any material pending transaction, including, without limitation, any external financing (other than in connection with the Business Combination), recapitalization, acquisition or merger, divestiture or spin-off (other than the Business Combination or other publicly disclosed Business Combination).

 

Marshall & Stevens relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the agreements identified in the Business Combination Agreement and all other related documents and instruments that are referred to therein are true and correct, (b) each party to each such agreement, document or instrument will perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the completion of the Business Combination will be satisfied without waiver thereof and (d) the Business Combination will be completed in a timely manner in accordance with the terms described in the agreements provided to Marshall & Stevens, without any amendments or modifications thereto or any adjustment to the aggregate consideration (through offset, reduction, indemnity claims, post-closing purchase price adjustments or otherwise). Marshall & Stevens also relied upon and assumed, without independent verification, that all governmental, regulatory and other consents and approvals necessary for the completion of the Business Combination will be obtained and that no delay, limitations, restrictions or conditions will be imposed.

 

Marshall & Stevens was not requested to make, and did not make, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of LLP, TWOA or any other party. Furthermore, Marshall & Stevens did not undertake independent analysis of any potential or actual litigation, governmental investigation, regulatory action, possible unasserted claims or other contingent liabilities to which LLP or TWOA is a party or may be subject.

 

The Marshall & Stevens Opinion addressed only the fairness, from a financial point of view, of the Purchase Price and did not address any other aspect or implication of the Business Combination or any other agreement, arrangement or understanding entered into in connection with the Business Combination or otherwise. The Marshall & Stevens Opinion was necessarily based upon information made available to it as of the date of the opinion and financial, economic, market and other conditions as they existed and could be evaluated on the date of the opinion. The Marshall & Stevens Opinion did not address the relative merits of the Business Combination as compared to alternative transactions or strategies that might be available to TWOA, nor did it address TWOA’s underlying business decision to proceed with the Business Combination. Except as described herein, the TWOA Board imposed no other limitations on Marshall & Stevens with respect to the investigations carried out or procedures followed in rendering the opinion.

 

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In preparing its opinion to the TWOA Board, Marshall & Stevens performed a variety of financial and comparative analyses, including those described below that were the material financial analyses reviewed with the TWOA Board in connection with the Marshall & Stevens Opinion. The summary of Marshall & Stevens’ analyses described below is not a complete description of such analyses underlying the Marshall & Stevens Opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. Marshall & Stevens arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly, Marshall & Stevens believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

 

In its analyses, Marshall & Stevens considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond LLP’s control. No company, transaction or business used in Marshall & Stevens’ analyses as a comparison is identical to LLP or the Business Combination, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, business segments analyzed. The estimates contained in Marshall & Stevens’ analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Marshall & Stevens’ analyses are inherently subject to substantial uncertainty.

 

Marshall & Stevens was not requested to, and it did not, recommend the specific consideration payable in the Business Combination, which consideration was determined between TWOA and LLP, and the decision to enter into the Business Combination was solely that of the TWOA Board. The Marshall & Stevens Opinion and financial analyses were only one of many factors considered by the TWOA Board in its evaluation of the Business Combination and should not be viewed as determinative of the views of the TWOA Board or TWOA’s management with respect to the Business Combination or the Merger Consideration.

 

The following is a summary of the material financial analyses reviewed with the TWOA Board in connection with the Marshall & Steven Opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Marshall & Stevens’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Marshall & Stevens’ financial analyses.

 

Fees Paid to Marshall & Stevens

 

Marshall & Stevens was engaged on a fixed fee basis and their compensation is not contingent upon the completion of the Business Combination. In connection with its engagement, Marshall & Stevens received a fee of $122,500. Marshall & Stevens provided no additional services associated with the Business Combination and has provided no services for the Sponsor.

 

Financial Projections

 

Marshall & Stevens used the projections prepared by LLP’s management for the years ending December 31, 2023 through 2024, which are described in the section entitled “—Certain Projected Financial Information.” Given the expected state of LLP in 2024, i.e., not steady state, growing at a significant growth rate and non-stabilized margins, Marshall & Stevens extended LLP’s projections to steady state over the years 2025 through 2030. Marshall & Stevens based their extended results on the concept that the company was expected to steadily decelerate its growth profile from 2024 through 2030.

 

Based upon the projections provided by management and the extension of these projections to steady state through 2030 as prepared by Marshall & Stevens, Marshall & Stevens calculated the net present value of the unlevered, after-tax free cash flows of LLP’s business through 2030, plus the present value of the terminal value of LLP’s business in year 2031.

 

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Discounted Cash Flow Analysis

 

The major inputs and assumptions used in Marshall & Stevens’ discounted cash flow analysis were as follows:

 

  As discussed above, LLP provided the projections from December 31, 2023 through December 31, 2024, which was extended to December 31, 2030 by Marshall & Stevens reflecting a gradual decrease in revenue growth, margin improvements, and normalizing in the terminal year, in line with management’s estimate, as the basis for the discounted cash flow analysis;
     
  The duration of the projection provided assumes a time period by which LLP believes it would achieve a stabilized long-term growth rate;
     
  A weighted average cost of capital (the “WACC”) was used as the discount rate in Marshall & Stevens’ analysis and applied to debt free, after-tax cash flows. The WACC, adjusted for exposure to certain emerging markets that LLP operates within, was calculated to be approximately 12.50% and was determined based upon a cost of equity of approximately 17.22% and an after-tax cost of debt of approximately 5.09%;
     
  A cost of equity was determined using a 20-year U.S. Treasury Rate (4.12%) which was adjusted for inflation differential between the U.S. and certain emerging markets that LLP operates within resulting in an adjusted risk-free rate of 4.87%, Equity Risk Premium of 5.85% (Kroll Cost of Capital Navigator 2023 (“KCOC”)), Re-levered Equity beta of 1.19 based upon the Guideline Companies (as defined below), a size premium of 2.15% based upon KCOC data for the 9th decile, and a country risk premium of 3.25% to account for certain emerging markets that LLP operates within;
     
  After-tax cost of debt was determined using BBB rated bond yields, adjusted for inflation differential between the U.S. and certain emerging markets that LLP operates within, and a tax rate of 30.0%;
     
  The debt-to-capital ratio was estimated at 40.0% and the equity-to-capital ratio was estimated at 60.0% using input from the Guideline Companies;
     
  Estimated income tax expense of 30.0% of pre-tax income;
     
  Capital expenditures requirements for 2023 and 2024 were provided by LLP’s management. Beginning in 2025 and thereafter, yearly capital expenditures only consists of maintenance capex as there will be no investments in new location development builds;
     
  Fiscal depreciation expense requirements were provided by LLP’s management through 2030 on existing historical capital expenditures. Marshall & Stevens then added estimated fiscal depreciation expense in each year based upon LLP management’s projected capital expenditures utilizing a twenty-year MACRS depreciation calculation;
     
  Working capital requirements were based upon discussions with LLP’s management. Marshall & Stevens estimated that adjusted debt-free, cash-free working capital will equate to 2022 levels as a percentage of revenues in 2023 and 2024. Beginning in 2025 and thereafter, working capital needs equate to approximately 1 month of yearly expenses given there will be no new development location builds;
     
  A terminal year multiple of 10.5 (rounded) was calculated using the Gordon Growth Model and based upon a WACC of 12.5% and terminal growth rate of 3.0%; and
     
  The present value of the remaining tax benefit from depreciation expense was then added to the cash flows.

 

Marshall & Stevens performed sensitivity analyses utilizing the projections, including varying the terminal growth rate, the WACC rate, and the revenue growth rate.

 

The indication of enterprise value for LLP using the discounted cash flow method was based on the projections and was estimated to be between approximately $410,000,000 and $525,000,000.

 

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Guideline Public Company Analysis

 

Marshall & Stevens reviewed and analyzed selected historical and projected information about LLP provided by LLP’s management and compared this information to certain financial information of seven (7) publicly traded companies that Marshall & Stevens deemed to be reasonably comparable to LLP (each a “Guideline Company” and, collectively, the “Guideline Companies”). Marshall & Stevens reviewed Guideline Companies to determine the comparability to LLP. Marshall & Stevens also performed their own independent search for other Guideline Companies, which were subsequently included in the analysis. The criteria for selecting the Guideline Companies were mainly based upon each Guideline Company’s industry and business description.

 

Business descriptions and financial information are provided below for the selected Guideline Companies. The descriptions of these companies and the financial information for such companies set out below are derived from publicly available information and are summary in nature. Shareholders are referred to, and these summaries are qualified in full by reference to, the public reports filed by these companies with the SEC. Marshall & Stevens has conducted no due diligence as to the truthfulness, accuracy or completeness of this information and makes no representation or warranty as to any such matter.

 

The Howard Hughes Corporation (NYSE: HHC)

 

The Howard Hughes Corporation owns, manages, and develops commercial, residential, and mixed-use properties in the United States. It operates through four segments: Operating Assets, Master Planned Communities (“MPCs”), Seaport and Strategic Developments. The Operating Assets segment owns retail, office, multi-family, hospitality, and other operating properties and investments primarily located in Houston, Texas; Columbia, Maryland; Las Vegas, Nevada; and Honolulu, Hawaii. The MPCs segment develops and sells detached and attached single family homes that range from entry-level to luxury homes to residential homebuilders and developers; and sells or leases land for commercial development, including land parcels designated for retail, office, hospitality, and residential projects. The Seaport segment is involved in the landlord operations, managed businesses, and events and sponsorships. The Strategic Development segment develops residential condominium and commercial property projects. This segment consists of development or redevelopment projects. The Howard Hughes Corporation was incorporated in 2010 and is headquartered in Dallas, Texas.

 

Kennedy-Wilson Holdings, Inc. (NYSE: KW)

 

Kennedy-Wilson Holdings, Inc., together with its subsidiaries, operates as a real estate investment company. The company owns, operates, and invests in real estate both on its own and through its investment management platform. It focuses on multifamily and office properties located in the Western United States, the United Kingdom, Ireland, Spain, Italy, and Japan. The company had ownership interests in multifamily units, office space, retail and industrial space, and a hotel. It is also involved in the development, redevelopment, and entitlement of real estate properties. The company was founded in 1977 and is headquartered in Beverly Hills, California.

 

Multiplan Empreendimentos Imobiliários S.A. (BOVESPA: MULT3)

 

Multiplan Empreendimentos Imobiliários S.A. engages in the planning, development, construction, and sale of real estate projects in Brazil. The company develops residential or commercial properties, including urban shopping malls. It is also involved in the purchase and sale of real estate properties, as well as acquisition and disposal of real estate rights, and its operation through leasing. In addition, the company provides management and administrative services for own or third-party shopping malls; technical advisory and support services concerning real estate matters; and civil construction, construction works execution, and engineering and related services. Further, it engages in the planning, development, management, promotion, and intermediation of real estate projects; import and export of goods and services related to its activities; generation and sale of electric power; and acquisition of ownership interests and share control in other entities. The company was founded in 1974 and is based in Rio de Janeiro, Brazil.

 

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Corporación Inmobiliaria Vesta, S.A.B. de C.V. (BMV: VESTA)

 

Corporación Inmobiliaria Vesta, S.A.B. de C.V., together with its subsidiaries, acquires, develops, manages, operates, and leases industrial buildings and distribution centers in Mexico. The company was incorporated in 1998 and is headquartered in Mexico City, Mexico.

 

Parque Arauco S.A. (SNSE: PARAUCO)

 

Parque Arauco S.A. owns, develops, operates, and manages multi-format commercial real estate assets in Latin America. The company owns and operates four shopping center formats, including regional, neighborhood, outlet malls, and strip centers. Its tenants include department stores, home improvement stores, supermarkets, restaurants, cinemas, health centers, and smaller stores. As of December 31, 2021, the company had 8 regional shopping centers, 1 neighborhood center, 4 premium outlet malls, and 18 strip centers in Chile; 6 regional shopping centers, 9 neighborhood centers, 2 premium outlet malls, and 3 strip centers in Peru; and 3 regional shopping centers and 1 premium outlet mall in Colombia with a total GLA of 11,614,259 square feet. The company was formerly known as Cocentral Compañía de Centros Comerciales S.A. and changed its name to Parque Arauco S.A. in 1992. Parque Arauco S.A. was incorporated in 1979 and is based in Santiago, Chile.

 

IRSA Inversiones y Representaciones Sociedad Anónima (BASE: IRSA)

 

IRSA Inversiones y Representaciones Sociedad Anónima, together with its subsidiaries, engages in the diversified real estate activities in Argentina. The company is involved in the acquisition, development, and operation of shopping malls, office buildings, and other non-shopping mall properties primarily for rental purposes. It also acquires and operates luxury hotels under the Intercontinental, Libertador, and Llao Llao names; develops and sells residential properties; and acquires undeveloped land reserves for future development or sale. The company was incorporated in 1943 and is headquartered in Buenos Aires, Argentina. IRSA Inversiones y Representaciones Sociedad Anónima is a subsidiary of Cresud S.A.C.I.F. y A.

 

LOG Commercial Properties e Participações S.A. (BOVESPA: LOGG3)

 

LOG Commercial Properties e Participações S.A. develops, constructs, and rents residential and commercial properties in Brazil. It offers logistics warehouses, shopping centers, and strip malls, as well as industrial warehouses; and engineering and consulting services for real estate properties. The company was formerly known as MRV Logística E Participações S.A. LOG Commercial Properties e Participações S.A. was incorporated in 2008 and is based in Belo Horizonte, Brazil.

 

The following tables including details regarding the specific Revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples considered for each Guideline Company:

 

 

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Marshall & Stevens reviewed, among other things, the Guideline Companies’ enterprise value as a multiple of both Revenue and EBITDA for the years ending December 31, 2024 and December 31, 2025 forecast for each Guideline Company. The multiples of enterprise value to Revenue for the Guideline Companies ranged from 3.7x to 11.9x. The multiples of enterprise value to EBITDA for the Guideline Companies ranged from 8.1x to 17.4x. The selected multiples are based on the performance of LLP compared to that of the Guideline Companies. LLP, overall, exhibits similar expected growth and margin potential relative to the Guideline Companies. Marshall & Stevens qualitatively considered the execution risk of the projections as well as other risk factors (country risk, inflation risk) as an offset in the consideration of the multiple selections.

 

Given the expected growth profile of LLP, the years ending December 31, 2024 and December 31, 2025 forecasted value indications utilizing the enterprise value as a multiple of both Revenue and EBITDA were weighted equally to arrive at the final range of value. The selected Revenue and EBITDA multiples were as follows:

 

 

The indication of enterprise value for LLP using the guideline public company method in the final value conclusion was estimated to be between approximately $377,000,000 to $700,000,000. Subsequently, the indication of equity value for LLP using the guideline public company method in the final value conclusion was estimated to be between approximately $460,000,000 to $560,000,000.

 

Adjusted Book Value Analysis

 

Marshall & Stevens adjusted the book value of fixed assets as of June 30, 2023 to include the market value of LLP’s ownership of the real estate properties. Management provided the aggregate appraised value of the properties totaling $662,485,000. Accordingly, the net asset value (total assets minus the total liabilities) of LLP is $410,000,000.

 

Reconciled Conclusion of Value

 

Marshall & Stevens considered the discounted cash flow method, the guideline public company method, and the adjusted book value method. A 50.0% weighting was placed on both the discounted cash flow and guideline public company methods given the detailed forecast provided by LLP’s management with regard to the discounted cash flow method and the current market information and relevancy of the Guideline Companies with respect to the guideline public company method. Marshall & Stevens placed 0% weight on the adjusted book value method as the adjusted market values of the real estate were provided by Management without any appraisals for Marshall & Stevens to verify their value conclusions.

 

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Giving the weighing discussed above, Marshall & Stevens concluded a final enterprise value range of approximately $435,000,000 to $545,000,000. Marshall & Stevens then determined the fair value of equity by adding the estimated cash balance ($13,097) and subtracting the estimated debt balance ($236,110) as of the valuation date. Marshall & Stevens then accounted for non-operating assets (assets held for sale) by adding back $19,051, and then subtracting the value of the non-controlled interest of $32,720.

 

Based upon the above adjustments, Marshall & Stevens concluded a final equity value range of approximately $200,000,000 to $310,000,000.

 

Disclosure of Prior Relationships

 

During the two years preceding the date of the Opinion, Marshall & Stevens has not had any material relationship with any party to the Business Combination for which compensation has been received or is intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated.

 

Satisfaction of 80% Test

 

It is a requirement under NYSE listing rules that any business acquired by TWOA have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding the deferred underwriting discount held in, and taxes payable on the income earned on, the Trust Account) at the time of the execution of a definitive agreement for an initial business combination. After consideration of the factors identified and discussed in the section of this proxy statement/prospectus titled “Recommendation of the Board and Reasons for the Business Combination,” including the financial analysis of LLP conducted by TWOA and considered in approving the transaction, primarily including a comparison of comparable companies, as well as its review of the fairness opinion, the TWOA Board determined that LLP had a fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting discount held in, and taxes payable on the income earned on, the Trust Account) as of the date that the Business Combination Agreement was executed.

 

Material U.S. Federal Income Tax Considerations

 

This section describes the material U.S. federal income tax considerations for beneficial owners of Class A Ordinary Shares (i) electing to have their Class A Ordinary Shares redeemed for cash if the Business Combination is completed, (ii) of the Business Combination and (iii) of the ownership and disposition of Pubco Ordinary Shares acquired pursuant to the Business Combination. This discussion applies only to Class A Ordinary Shares and Pubco Ordinary Shares held as capital assets for U.S. federal income tax purposes (generally, property held for investment) and does not discuss all aspects of U.S. federal income taxation that might be relevant to holders in light of their particular circumstances or status, including alternative minimum tax and Medicare contribution tax consequences, or holders who are subject to special rules, including:

 

  brokers, dealers and other investors that do not own their Class A Ordinary Shares or Pubco Ordinary Shares as capital assets;
     
  traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;
     
  tax-exempt organizations, qualified retirement plans, individual retirement accounts or other tax deferred accounts;
     
  banks or other financial institutions, underwriters, insurance companies, real estate investment trusts or regulated investment companies;
     
  U.S. expatriates or former long-term residents of the United States;
     
  persons that own (directly, indirectly, or by attribution) 5% or more (by vote or value) of the Class A Ordinary Shares or Pubco Ordinary Shares;
     
  partnerships or other pass-through entities for U.S. federal income tax purposes, or beneficial owners of partnerships or other pass-through entities;

 

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  persons holding Class A Ordinary Shares or Pubco Ordinary Shares as part of a straddle, hedging or conversion transaction, constructive sale, or other arrangement involving more than one position;
     
  persons required to accelerate the recognition of any item of gross income with respect to Class A Ordinary Shares or Pubco Ordinary Shares as a result of such income being recognized on an applicable financial statement;
     
  persons whose functional currency is not the U.S. dollar;
     
  persons that received Class A Ordinary Shares or Pubco Ordinary Shares as compensation for services; or
     
  controlled foreign corporations or passive foreign investment companies.

 

This discussion is based on the Code, its legislative history, existing and proposed Treasury regulations promulgated under the Code (the “Treasury Regulations”), published rulings by the IRS and court decisions, all as of the date hereof. These laws are subject to change, possibly on a retroactive basis. This discussion is necessarily general and does not address all aspects of U.S. federal income taxation, including the effect of the U.S. federal alternative minimum tax or the Medicare contribution tax, or U.S. federal estate and gift tax, or any state, local or non-U.S. tax laws to a holder of Class A Ordinary Shares or Pubco Ordinary Shares. We have not and do not intend to seek any rulings from the IRS regarding the Business Combination. There is no assurance that the IRS will not take positions concerning the tax consequences of the Business Combination that are different from those discussed below, or that any such different positions would not be sustained by a court.

 

ALL HOLDERS OF PURCHASER SECURITIES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION AND CONSIDERATIONS RELATING TO THE OWNERSHIP AND DISPOSITION OF PUBCO ORDINARY SHARES, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. TAX LAWS.

 

U.S. Holders

 

The section applies to you if you are a U.S. holder. For purposes of this discussion, a U.S. holder means a beneficial owner of Class A Ordinary Shares or Pubco Ordinary Shares that is, for U.S. federal income tax purposes:

 

  an individual who is a citizen or resident of the United States;
     
  a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
     
  an estate whose income is subject to U.S. federal income tax regardless of its source; or
     
  a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

 

The Business Combination

 

Tax Consequences of the Business Combination

 

This section is subject to the discussion below under “— Application of the Passive Foreign Investment Company Rules to the Business Combination.”

 

It is the opinion of TWOA’s counsel, Ellenoff Grossman & Schole LLP, that the SPAC Merger, together with the transactions contemplated by the Business Combination Agreement, will qualify as an exchange described in Section 351(a) of the Code. However, there can be no assurance that the U.S. Internal Revenue Service (the “IRS”) will not successfully challenge this position, and if so then the exchange of Class A Ordinary Shares for Pubco Ordinary Shares will be a taxable exchange, and the tax consequences described herein will be materially different from those described below. The remainder of this discussion assumes that the transactions described above qualify as an exchange described in Section 351(a) of the Code. In rendering this opinion, counsel may require and rely upon representations contained in letters and certificates to be received from TWOA and Pubco. If the letters or certificates are incorrect, the conclusions reached in the tax opinion could be jeopardized. In addition, the opinion will be subject to certain qualifications and limitations as set forth therein. Assuming such qualification as an exchange described in Section 351(a) of the Code, a U.S. holder that receives Pubco Ordinary Shares in exchange for Class A Ordinary Shares in the SPAC Merger will not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the Pubco Ordinary Shares received in the SPAC Merger by a U.S. holder will be equal to the adjusted tax basis of the Class A Ordinary Shares exchange therefor. The holding period of the Pubco Ordinary Shares will include the holding period during which the Class A Ordinary Shares exchange therefor were held by such U.S. holder.

 

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Application of the Passive Foreign Investment Company Rules to the Transactions

 

Based upon the composition of its income and assets, TWOA believes that that it will likely be considered a PFIC for its current taxable year which ends as a result of the Business Combination.

 

Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person who disposes of stock of a PFIC recognizes gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. However, proposed Treasury Regulations under Section 1291(f) of the Code have been promulgated with a retroactive effective date. If finalized in their current form, those proposed Treasury Regulations would require gain recognition to U.S. holders of Ordinary Shares in connection with the Business Combination if:

 

  (1) TWOA were classified as a PFIC at any time during such U.S. holder’s holding period for such Class A Ordinary Shares; and
     
  (2) the U.S. holder had not timely made, effective from the first taxable year of its holding period of Class A Ordinary Shares during which TWOA qualified as a PFIC: (a) a valid election to treat TWOA as a “qualified electing fund” under Section 1295 of the Code (a “QEF election”), or (b) a valid “mark-to-market election” under Section 1296 of the Code, with respect to such Class A Ordinary Shares.

 

The tax on any such recognized gain would be imposed based on the “excess distribution” rules, discussed below under “— Ownership and Disposition of Pubco Ordinary Shares by U.S. Holders — Passive Foreign Investment Company Rules.”

 

Additionally, the treatment of U.S. holders of Class A Ordinary Shares who exchange their Class A Ordinary Shares for Pubco Ordinary Shares could be materially different from that described above if Pubco is treated as a PFIC for U.S. federal income tax purposes (see discussion below under “— Ownership and Disposition of Pubco Ordinary Shares by U.S. Holders — Passive Foreign Investment Company Rules”). Therefore, U.S. holders of Class A Ordinary Shares that have not made a timely QEF election or a mark-to-market election may, pursuant to certain proposed Treasury Regulations, be subject to taxation under the PFIC rules on the Business Combination to the extent their Class A Ordinary Shares have a fair market value in excess of their tax basis therein.

 

THE RULES DEALING WITH PFICS IN THE CONTEXT OF THE BUSINESS COMBINATION ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS. ALL U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE CONSEQUENCES TO THEM OF THE PFIC RULES, AND WHETHER A QEF ELECTION, A MARK-TO-MARKET ELECTION OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.

 

Redemption of Class A Ordinary Shares

 

In the event that a U.S. holder of Class A Ordinary Shares exercises such holder’s right to have such holder’s Class A Ordinary Shares redeemed pursuant to the redemption provisions described herein, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of such stock pursuant to Section 302 of the Code or whether the U.S. holder will be treated as receiving a corporate distribution. Whether that redemption qualifies for sale treatment will depend largely on the total number of Class A Ordinary Shares treated as held by the U.S. holder (including any stock constructively owned by the U.S. holder) relative to all of Class A Ordinary Shares both before and after the redemption. The redemption of stock generally will be treated as a sale of the stock (rather than as a corporate distribution) if the redemption is “substantially disproportionate” with respect to the U.S. holder, results in a “complete termination” of the U.S. holder’s interest in TWOA or is “not essentially equivalent to a dividend” with respect to the U.S. holder. These tests are explained more fully below.

 

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In determining whether any of the foregoing tests are satisfied, a U.S. holder takes into account not only stock actually owned by the U.S. holder, but also Class A Ordinary Shares that are constructively owned by such U.S. holder. A U.S. holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as any stock the U.S. holder has a right to acquire by exercise of an option. In order to meet the substantially disproportionate test, the percentage of TWOA’s outstanding voting stock actually and constructively owned by the U.S. holder immediately following the redemption of Class A Ordinary Shares must, among other requirements, be less than 80% of the percentage of TWOA’s outstanding voting stock actually and constructively owned by the U.S. holder immediately before the redemption. There will be a complete termination of a U.S. holder’s interest if either all the Class A Ordinary Shares actually and constructively owned by the U.S. holder are redeemed or all the Class A Ordinary Shares actually owned by the U.S. holder are redeemed and the U.S. holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. holder does not constructively own any other stock. The redemption of the Class A Ordinary Shares will not be essentially equivalent to a dividend if a U.S. holder’s redemption results in a “meaningful reduction” of the U.S. holder’s proportionate interest in TWOA. Whether the redemption will result in a meaningful reduction in a U.S. holder’s proportionate interest in TWOA will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. holder should consult with its own tax advisors as to the tax consequences of redemption.

 

If the redemption qualifies as a sale of stock by the U.S. holder under Section 302 of the Code, the U.S. holder generally will be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the Class A Ordinary Shares redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A U.S. holder’s tax basis in such holder’s Class A Ordinary Shares generally will equal the cost of such shares.

 

If the redemption does not qualify as a sale of stock under Section 302 of the Code, then the U.S. holder will be treated as receiving a corporate distribution. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in such U.S. holder’s Class A Ordinary Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the Class A Ordinary Shares. Special rules apply to dividends received by U.S. holders that are taxable corporations. After the application of the foregoing rules, any remaining tax basis of the U.S. holder in the redeemed Class A Ordinary Shares will be generally added to the U.S. holder’s adjusted tax basis in its remaining Class A Ordinary Shares, or, to the basis of Class A Ordinary Shares constructively owned by such holder if the stock actually owned by the holder is completely redeemed.

 

Ownership and Disposition of Pubco Ordinary Shares by U.S. Holders

 

Distributions on Pubco Ordinary Shares

 

This section is subject to further discussion under “— Passive Foreign Investment Company Considerations” below.

 

Distributions paid by Pubco out of current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) generally will be taxable to a U.S. holder as dividend income. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. holder’s basis in the Pubco Ordinary Shares and thereafter as capital gain. However, Pubco does not intend to maintain calculations of its earnings and profits in accordance with U.S. federal income tax accounting principles. U.S. holders should therefore assume that any distribution by Pubco with respect to its shares will be treated as dividend income. Such dividends will not be eligible for the dividends-received deduction allowed to U.S. corporations with respect to dividends received from other U.S. corporations. U.S. holders should consult their own tax advisors with respect to the appropriate U.S. federal income tax treatment of any distribution received from Pubco.

 

Dividends received by non-corporate U.S. holders (including individuals) from a “qualified foreign corporation” may be taxed as “qualified dividend income” at reduced rates of taxation, provided that certain holding period requirements and other conditions are satisfied. For these purposes, a non-U.S. corporation will be treated as a qualified foreign corporation if the Pubco Ordinary Shares are readily tradable on an established securities market in the United States. There can be no assurance that Pubco Ordinary Shares will be considered “readily tradable” on an established securities market in future years. Non-corporate U.S. holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code (dealing with the deduction for investment interest expense) will not be eligible for the reduced rates of taxation regardless of Pubco’s status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to the positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. Pubco will not constitute a qualified foreign corporation for purposes of these rules if it is a PFIC for the taxable year in which it pays a dividend or for the preceding taxable year. See discussion below under “— Passive Foreign Investment Company Rules.” U.S. holders should consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to Pubco Ordinary Shares.

 

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Subject to certain exceptions, dividends on Pubco Ordinary Shares will generally constitute foreign source income for foreign tax credit limitation purposes. If such dividends are qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by a fraction, the numerator of which is the reduced rate applicable to qualified dividend income and the denominator of which is the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by Pubco with respect to the Pubco Ordinary Shares generally will constitute “passive category income” but could, in the case of certain U.S. holders, constitute “general category income.”

 

Sale, Exchange, Redemption or Other Taxable Disposition of Pubco Ordinary Shares

 

This section is subject to further discussion under “— Passive Foreign Investment Company Rules,” below.

 

A U.S. holder generally will recognize gain or loss on any sale, exchange, redemption or other taxable disposition of Pubco Ordinary Shares in an amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. holder’s adjusted tax basis in such Pubco Ordinary Shares. Any gain or loss recognized by a U.S. holder on a taxable disposition of Pubco Ordinary Shares generally will be capital gain or loss. A non-corporate U.S. holder, including an individual, who has held the Pubco Ordinary Shares for more than one year generally will be eligible for reduced tax rates for such long-term capital gains. The deductibility of capital losses is subject to limitations. Any such gain or loss recognized generally will be treated as U.S. source gain or loss. In the event any non-U.S. tax (including withholding tax) is imposed upon such sale or other disposition, a U.S. holder’s ability to claim a foreign tax credit for such non-U.S. tax is subject to various limitations and restrictions. U.S. holders should consult their tax advisors regarding the ability to claim a foreign tax credit.

 

Passive Foreign Investment Company Rules

 

Generally. The treatment of U.S. holders of the Pubco Ordinary Shares could be materially different from that described above if Pubco is treated as a PFIC for U.S. federal income tax purposes. A PFIC is any non-U.S. corporation with respect to which either: (i) 75% or more of the gross income for a taxable year constitutes passive income for purposes of the PFIC rules (the “PFIC income test”), or (ii) more than 50% of such foreign corporation’s assets in any taxable year (generally based on the quarterly average of the value of its assets during such year) is attributable to assets, including cash, that produce passive income or are held for the production of passive income (the “PFIC asset test”). Passive income generally includes dividends, interest, certain royalties and rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. The determination of whether a foreign corporation is a PFIC is based upon the composition of such foreign corporation’s income and assets (including, among others, its proportionate share of the income and assets of any other corporation in which it owns, directly or indirectly, 25% or more (by value) of the stock), and the nature of such non-U.S. corporation’s activities. A separate determination must be made after the close of each taxable year as to whether a non-U.S. corporation was a PFIC for that year. Once a non-U.S. corporation qualifies as a PFIC it is, with respect to a shareholder during the time it qualifies as a PFIC, always treated as a PFIC with respect to such shareholder, regardless of whether it satisfies either of the qualification tests in subsequent years (unless the U.S. holder makes a deemed sale election with respect to the stock of the PFIC held by such U.S. holder once such PFIC ceases to satisfy either of the qualification tests).

 

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Pubco’s status as a PFIC for its taxable year that includes the date of the Business Combination, and in any future taxable year, is an annual determination that can be made only after the end of that year. Accordingly, there can be no assurances regarding Pubco’s status as a PFIC for its taxable year that includes the date of the Business Combination and for any future taxable year. Because Pubco’s status as a PFIC depends on facts that are not known at this time, counsel is unable to opine on Pubco’s status as a PFIC in its current or any future taxable year. Further, even if Pubco determines that it is not expected to be a PFIC for a taxable year, the IRS could take a different view as to whether or not Pubco is a PFIC, either because of a different evaluation of income and assets or because the IRS determines that TWOA should be treated as a predecessor of Pubco. The determination of whether or not Pubco is a PFIC for a taxable year will depend on the composition of Pubco’s income and assets, and the fair market value of its assets from time to time, including its unbooked goodwill, which may be determined by reference to Pubco’s share price (which could fluctuate significantly). In addition, Pubco’s possible status as a PFIC will also depend on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. The composition of Pubco’s assets will also be affected by Pubco’s holding of significant cash balances. The application of the PFIC rules is subject to uncertainty in several respects and, therefore, no assurances can be provided that the IRS will not assert that Pubco is a PFIC for the taxable year that includes the date of the Business Combination or in a future year.

 

If Pubco is or becomes a PFIC during any year in which a U.S. holder holds Pubco Ordinary Shares, there are three separate taxation regimes that could apply to such U.S. holder under the PFIC rules, which are the (i) excess distribution regime (which is the default regime), (ii) QEF regime, and (iii) mark-to-market regime. A U.S. holder who holds (actually or constructively) stock in a non-U.S. corporation during any year in which such corporation qualifies as a PFIC is subject to U.S. federal income taxation under one of these three regimes. The effect of the PFIC rules on a U.S. holder will depend upon which of these regimes applies to such U.S. holder. However, dividends paid by a PFIC are generally not eligible for the lower rates of taxation applicable to qualified dividend income (“QDI”) under any of the foregoing regimes.

 

Excess Distribution Regime. If a U.S. holder does not make a QEF election or a mark-to-market election, as described below, such U.S. holder will be subject to the default “excess distribution regime” under the PFIC rules with respect to (i) any gain realized on a sale or other disposition (including a pledge) of U.S. holder’s Pubco Ordinary Shares, and (ii) any “excess distribution” U.S. holder receives on his or her Pubco Ordinary Shares (generally, any distributions in excess of 125% of the average of the annual distributions on Pubco Ordinary Shares during the preceding three years or U.S. holder’s holding period, whichever is shorter). Generally, under this excess distribution regime:

 

  (aa) the gain or excess distribution will be allocated ratably over the period during which such U.S. holder held his or her Pubco Ordinary Shares;
   
  (bb) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which Pubco is a PFIC, will be taxed as ordinary income; and
     
  (cc) the amount allocated to each of the other taxable years will be subject to the highest tax rate in effect for that taxable year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

 

The tax liability for amounts allocated to years prior to the year of disposition or excess distribution will be payable generally without regard to offsets from deductions, losses and expenses. In addition, gains (but not losses) realized on the sale of a U.S. holder’s Pubco Ordinary Shares cannot be treated as capital gains, even if such U.S. holder holds the shares as capital assets. Further, no portion of any distribution will be treated as QDI.

 

QEF Regime. If Pubco is a PFIC, a U.S. holder of Pubco Ordinary Shares may avoid taxation under the excess distribution rules described above by making a QEF election. However, a U.S. holder may make a QEF election with respect to its Pubco Ordinary Shares only if Pubco provides U.S. holders on an annual basis with certain financial information specified under applicable U.S. Treasury Regulations. Because Pubco currently intends to make commercially reasonable efforts to provide U.S. holders with such information upon request, it is expected that U.S. holders generally would be able to make a QEF election with respect to their Pubco Ordinary Shares.

 

Mark-to-Market Regime. Alternatively, a U.S. holder of Pubco Ordinary Shares may also avoid taxation under the excess distribution rules by making a mark-to-market election. The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable U.S. Treasury Regulations. The Pubco Ordinary Shares, which are expected to be listed on the NYSE, are expected to qualify as marketable stock for purposes of the PFIC rules, but there can be no assurance that they will be “regularly traded” for purposes of these rules. If a U.S. holder makes a valid mark-to-market election with respect to its Pubco Ordinary Shares, such U.S. holder will include as ordinary income each year, the excess, if any, of the fair market value of the Pubco Ordinary Shares at the end of the taxable year over the U.S. holder’s adjusted basis in the Pubco Ordinary Shares. Such U.S. holder will also be allowed to take an ordinary loss in respect of the excess, if any, of such holder’s adjusted basis in the Pubco Ordinary Shares over the fair market value of such Pubco Ordinary Shares at the end of the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. holder’s basis in the Pubco Ordinary Shares will be adjusted to reflect any such income or loss amounts. Any gain that is recognized on the sale or other taxable disposition of Pubco Ordinary Shares would be ordinary income and any loss would be an ordinary loss to the extent of the net amount of previously included income as a result of the mark-to-market election and, thereafter, a capital loss. A mark-to-market election cannot be made for any lower-tier PFICs. U.S. holders should consult their tax advisors regarding the application of the PFIC rules to their indirect ownership of shares in any lower-tier PFICs.

 

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PFIC Reporting Requirements. A U.S. holder who owns, or who is treated as owning, PFIC stock during any taxable year in which Pubco is classified as a PFIC may be required to file IRS Form 8621. U.S. holders of Pubco Ordinary Shares should consult their tax advisors regarding the requirement to file IRS Form 8621 and the potential application of the PFIC regime.

 

Additional Reporting Requirements

 

Certain U.S. holders holding specified foreign financial assets with an aggregate value in excess of an applicable dollar threshold are required to report information to the IRS relating to Pubco Ordinary Shares, subject to certain exceptions (including an exception for Pubco Ordinary Shares held in an account maintained with a U.S. financial institution), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return, for each year in which they hold Pubco Ordinary Shares. U.S. holders should consult their tax advisors regarding the effect, if any, of these rules on the ownership and disposition of Pubco Ordinary Shares.

 

Non-U.S. Holders

 

The section applies to you if you are a non-U.S. holder. For purposes of this discussion, a non-U.S. holder means a beneficial owner (other than a partnership or an entity or arrangement so characterized for U.S. federal income tax purposes) of Pubco Ordinary Shares that is not a U.S. holder, including:

 

  1. a nonresident alien individual, other than certain former citizens and residents of the United States;
     
  2. a foreign corporation; or
     
  3. a foreign estate or trust;

 

but generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition.

 

Non-U.S. Holders Exercising Redemption Rights with Respect to Ordinary Shares

 

The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. holder’s Class A Ordinary Shares generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. holder’s Class A Ordinary Shares, as described above under “U.S. Holders Redemption of Class A Ordinary Shares.” Any redeeming Non-U.S. holder generally will not be subject to U.S. federal income tax on any gain recognized as a result of the redemption or be able to utilize a loss in computing such Non-U.S. holder’s U.S. federal income tax liability unless one of the exceptions described below under “— Ownership and Disposition of Pubco Ordinary Shares by Non-U.S. Holders” applies in respect of such gain or loss.

 

Ownership and Disposition of Pubco Ordinary Shares by Non-U.S. Holders

 

A non-U.S. holder of Pubco Ordinary Shares will not be subject to U.S. federal income tax or, subject to the discussion below under “— Information Reporting and Backup Withholding,” U.S. federal withholding tax on any dividends received on Pubco Ordinary Shares or any gain recognized on a sale or other disposition of Pubco Ordinary Shares (including, any distribution to the extent it exceeds the adjusted basis in the non-U.S. holder’s Pubco Ordinary Shares) unless the dividend or gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, and if required by an applicable tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States. In addition, special rules may apply to a non-U.S. holder that is an individual present in the United States for 183 days or more during the taxable year of the sale or disposition, and certain other requirements are met. Such non-U.S. holders should consult their own tax advisors regarding the U.S. federal income tax consequences of the sale or disposition of Pubco Ordinary Shares.

 

Dividends and gains that are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. holder and, in the case of a non-U.S. holder that is a corporation for U.S. federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.

 

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Information Reporting and Backup Withholding

 

Information reporting requirements may apply to cash received in redemption of Class A Ordinary Shares, dividends received by U.S. holders of Pubco Ordinary Shares, and the proceeds received on the disposition of Pubco Ordinary Shares effected within the United States (and, in certain cases, outside the United States), in each case other than U.S. holders that are exempt recipients (such as corporations). Backup withholding may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent of the U.S. holder’s broker) or is otherwise subject to backup withholding. Any redemptions treated as dividend payments with respect to Pubco Ordinary Shares and proceeds from the sale, exchange, redemption or other disposition of Pubco Ordinary Shares may be subject to information reporting to the IRS and possible U.S. backup withholding. U.S. holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

 

Information returns may be filed with the IRS in connection with, and non-U.S. holders may be subject to backup withholding on amounts received in respect of their Class A Ordinary Shares or their Pubco Ordinary Shares, unless the non-U.S. holder furnishes to the applicable withholding agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, as applicable, or the non-U.S. holder otherwise establishes an exemption. Dividends paid with respect to Pubco Ordinary Shares and proceeds from the sale or other disposition of Pubco Ordinary Shares received in the United States by a non-U.S. holder through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding unless such non-U.S. holder provides proof of an applicable exemption or complies with certain certification procedures described above, and otherwise complies with the applicable requirements of the backup withholding rules.

 

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the U.S. holder’s U.S. federal income tax liability, and a U.S. holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.

 

Material Cayman Islands Tax Considerations

 

The following is a discussion on certain Cayman Islands income tax consequences of an investment in the securities of Pubco. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

 

Under Existing Cayman Islands Laws

 

Payments of dividends and capital in respect of Pubco’s securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporation tax.

 

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to Pubco levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. There are no exchange control regulations or currency restrictions in the Cayman Islands.

 

No stamp duty is payable in respect of the issue of Pubco Ordinary Shares or on an instrument of transfer in respect of such shares. An instrument of transfer in respect of a Pubco Ordinary Share is stampable if executed in or brought into the Cayman Islands.

 

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Pubco has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Financial Secretary of the Cayman Islands substantially in the following form on October 10, 2023.

 

The Tax Concessions Act

 

Undertaking as to Tax Concessions

 

In accordance with the Tax Concessions Act (As Revised) of the Cayman Islands, the following undertaking is hereby given to Pubco:

 

1. That no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to Pubco or its operations; and

 

2. In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:

 

2.1 on or in respect of the shares, debentures or other obligations of Pubco; or

 

2.2 by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Act (As Revised).

 

These concessions shall be for a period of twenty years from October 10, 2023.

 

Anticipated Accounting Treatment

 

The Business Combination is accounted for as a capital reorganization in accordance with IFRS. For purposes of the Business Combination, TWOA will be treated as the “acquired” company for financial reporting purposes and for accounting purposes will be treated as an acquisition of assets. This determination was primarily based on the following factors: 1) LLP’s operations substantially comprising the ongoing operations of Pubco after the Business Combination, 2) LLP’s ability to elect or appoint the majority of the governing body of Pubco, and 3) LLP’s senior management will be the senior management of Pubco. Accordingly, the net assets of LLP will be stated at historical costs, with no goodwill or other intangible assets recorded. The deemed costs of the shares issued by LLP represents the fair value of the shares that the Pubco would have had to issue for the ratio of ownership interest in the entity. Since TWOA does not meet the definition of a business in accordance with IFRS 3, Business Combinations, the transaction is accounted for within the scope of IFRS 2, Share-based payment. Any excess of fair value of Pubco shares issued over the fair value of TWOA’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

 

Regulatory Matters

 

The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any additional regulatory requirement or approval, except for filings required with the SEC pursuant to the reporting requirements applicable to TWOA, the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate this proxy statement/prospectus to TWOA’s shareholders, and any filings and approvals that may be required by the SFC due to LLP’s status as an entity under the supervision of the SFC.

 

Appraisal or Dissenters’ Rights

 

No appraisal or dissenters’ rights are available to TWOA shareholders in connection with the ordinary resolution to approve the Business Combination. However, in respect of the special resolution to approve the Cayman Merger Proposal, under section 238 of the Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a statutory merger. The Companies Act prescribes when shareholder dissenters’ rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, TWOA shareholders are still entitled to exercise the rights of redemption as detailed in this proxy statement/prospectus and the TWOA Board has determined that the redemption proceeds payable to TWOA shareholders who exercise such redemption rights represents the fair value of those shares. Please see the section entitled “Appraisal or Dissenters’ Rights.”

 

Resolution to be Voted Upon

 

The full text of the resolution to be passed is as follows:

 

RESOLVED, as an ordinary resolution, that the entry by the Company into the Business Combination Agreement, dated as of August 15, 2023 (the “Business Combination Agreement”), by and among the Company, and, by a joinder agreement, each of LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama (together with its successors, “LLP”), Logistic Properties of the Americas, a Cayman Islands exempted company (“Pubco”), Logistic Properties of the Americas Subco, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and upon execution of a joinder agreement, a to-be-formed company incorporated under the laws of Panama to be a wholly-owned subsidiary of Pubco (“Company Merger Sub”), and the consummation of the transactions contemplated by the Business Combination Agreement, including the merger of SPAC Merger Sub with and into the Company, with the Company surviving as the surviving company and as a wholly-owned subsidiary of Pubco, and the merger of Company Merger Sub with and into LLP, with LLP surviving as the surviving company and as a wholly-owned subsidiary of Pubco, and the issuance of the consideration thereunder, and the performance by the Company of its obligations thereunder and thereby be ratified, approved, adopted and confirmed in all respects.”

 

Vote Required for Approval

 

The approval of the Business Combination Proposal will require an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.

 

Recommendation of TWOA Board with Respect to the Business Combination Proposal

 

THE TWOA BOARD RECOMMENDS THAT THE TWOA SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

 

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PROPOSAL 2: THE CAYMAN MERGER PROPOSAL

 

Overview

 

In connection with the Business Combination, TWOA is requesting that its shareholders vote upon a proposal to approve by special resolution the merger of SPAC Merger Sub with and into TWOA with TWOA surviving as the surviving company and as a wholly-owned subsidiary of Pubco, the Plan of Merger, the entry by TWOA into the Plan of Merger and the amendment and restatement of the amended and restated memorandum and articles of association of TWOA (as the surviving company of the merger) in accordance with the Current Charter and the Companies Act.

 

Resolution to be Voted Upon

 

The full text of the resolution to be passed is as follows:

 

RESOLVED, as a special resolution, that the Company be authorized to merge with SPAC Merger Sub so that the Company be the surviving company and all the undertaking, property and liabilities of SPAC Merger Sub vest in the Company by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands, that the plan of merger substantially in the form appended to the proxy statement/prospectus as Annex B (the “Plan of Merger”), be authorized, approved and confirmed, that the Company be authorized to enter into the Plan of Merger, and that the Company amend and restate its memorandum and articles of association in the form attached to the Plan of Merger with effect from the effective time of such merger.”

 

Vote Required

 

The approval of the Cayman Merger Proposal will require a special resolution, being a resolution passed at the Extraordinary General Meeting by a majority of at least two-thirds (2/3) of such shareholders as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement but will not be counted in connection with the vote on the Cayman Merger Proposal.

 

The adoption of the Cayman Merger Proposal is conditioned upon the adoption of the Business Combination Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Director Election Proposal.

 

Recommendation of the Board

 

THE TWOA BOARD RECOMMENDS THAT TWOA SHAREHOLDERS VOTE “FOR” THE CAYMAN MERGER PROPOSAL.

 

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PROPOSAL 3: THE ORGANIZATIONAL DOCUMENTS PROPOSAL

 

Overview

 

As required by SEC guidance requiring that shareholders have the opportunity to present their views on important corporate governance provisions, TWOA is requesting that its shareholders vote upon, on a non-binding advisory basis, a proposal, by ordinary resolution, to approve certain governance provisions in the Proposed Charter. Accordingly, the shareholder vote regarding the Organizational Documents Proposal is an advisory vote and is not binding on TWOA, Pubco, the Pubco Board or the TWOA Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Organizational Documents Proposal. Accordingly, regardless of the outcome of the non-binding advisory vote on the Organizational Documents Proposal, the Proposed Charter will take effect upon the Closing. See “Comparison of the Rights of Holders of Ordinary Shares.”

 

The Organizational Documents Proposal is composed of the following material differences between the Current Charter and the Proposed Charter:

 

  (1) TWOA shareholders are being asked to approve and adopt provisions to be included in the Proposed Charter which will not include certain provisions of the Current Charter related to TWOA’s status as a blank check company that will no longer apply upon consummation of the Business Combination.
     
  (2) TWOA shareholders are being asked to approve and adopt provisions to be included in the Proposed Charter pursuant to which the total authorized share capital of Pubco will be US$50,000 divided into 450,000,000 Ordinary Shares of a par value of US$0.0001 each and 50,000,000 preference shares of a par value of US$0.0001 each, an increase from TWOA’s authorized share capital under the Current Charter of US$41,100 divided into 400,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, 10,000,000 Class B Ordinary Shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each.

 

Resolution to be Voted Upon

 

The full text of the resolutions to be passed is as follows:

 

RESOLVED, as an ordinary resolution, that the amended and restated memorandum and articles of association of Pubco, in the form appended to the proxy statement/prospectus as Annex C (the “Proposed Charter”), including the differences between the Proposed Charter and the current amended and restated memorandum and articles of association of the Company (the “Current Charter”), such differences including the absence of the specific provisions relating to the Company as a blank check company included in the Current Charter in the Proposed Charter and the differences in the authorized share capital of the Company set out in the Current Charter and the authorized share capital of Pubco in the Proposed Charter, be confirmed, ratified and approved.”

 

Vote Required

 

The approval of the Organizational Documents Proposal will require an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon. Abstentions and broker non-votes will be counted towards the quorum requirement but will not be counted in connection with the vote on the Organizational Documents Proposal.

 

The adoption of the Organizational Documents Proposal is conditioned upon the adoption of the Business Combination Proposal, the Cayman Merger Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Director Election Proposal.

 

Recommendation of the Board

 

THE TWOA BOARD RECOMMENDS THAT TWOA SHAREHOLDERS VOTE “FOR” THE ORGANIZATIONAL DOCUMENTS PROPOSAL.

 

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PROPOSAL 4: THE NYSE PROPOSAL

 

Overview

 

In connection with the Business Combination, TWOA is asking its shareholders to consider and vote upon a proposal by an ordinary resolution to approve, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of more than 20% of Pubco’s issued and outstanding ordinary shares in connection with subscription agreements to be entered into in connection with the Business Combination that, in each case, may result in any seller or any other investor acquiring shares pursuant to such subscription agreements owning more than an aggregate of 20% of Pubco’s outstanding ordinary shares, or more than 20% of the voting power of Pubco, which could constitute a “change of control” under NYSE rules.

 

Resolution to be Voted Upon

 

The full text of the resolution to be passed is as follows:

 

RESOLVED, as an ordinary resolution, that the issuance of more than 20% of Pubco’s issued and outstanding ordinary shares in connection with subscription agreements to be entered into in connection with the transactions contemplated by the Business Combination Agreement that, in each case, may result in any seller or any other investor acquiring shares pursuant to such subscription agreements owning more than an aggregate of 20% of Pubco’s outstanding ordinary shares, or more than 20% of the voting power of Pubco, which could constitute a “change of control” under New York Stock Exchange rules, be confirmed, ratified and approved.”

 

Vote Required

 

The approval of the NYSE Proposal will require an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon. Abstentions and broker non-votes will be counted towards the quorum requirement but will not be counted in connection with the vote on the NYSE Proposal.

 

The adoption of the NYSE Proposal is conditioned upon the adoption of the Business Combination Proposal, the Cayman Merger Proposal, the Incentive Plan Proposal and the Director Election Proposal.

 

Recommendation of the Board

 

THE TWOA BOARD RECOMMENDS THAT TWOA SHAREHOLDERS VOTE “FOR” THE NYSE PROPOSAL.

 

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PROPOSAL 5: THE INCENTIVE PLAN PROPOSAL

 

Overview

 

TWOA is asking its shareholders to approve by ordinary resolution and adopt the Logistic Properties of the Americas Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, and the material terms thereunder. The TWOA Board approved the Logistic Properties of the Americas Equity Incentive Plan, prior to the Extraordinary General Meeting, subject to shareholder approval at the Extraordinary General Meeting. The Logistic Properties of the Americas Equity Incentive Plan became effective as of the date it was adopted by the TWOA Board, subject to approval from the TWOA shareholders.

 

The Logistic Properties of the Americas Equity Incentive Plan is described in more detail below.

 

Resolution to be Voted Upon

 

The full text of the resolution to be passed is as follows:

 

RESOLVED, as an ordinary resolution, that adoption of the Logistic Properties of the Americas Equity Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex D, be confirmed, ratified and approved.”

 

Vote Required

 

The approval of the Incentive Plan Proposal will require an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon. Abstentions and broker non-votes will be counted towards the quorum requirement but will not be counted in connection with the vote on the Incentive Plan Proposal.

 

The adoption of the Incentive Plan Proposal is conditioned upon the adoption of the Business Combination Proposal, the Cayman Merger Proposal, the NYSE Proposal and the Director Election Proposal.

 

Recommendation of the Board

 

THE TWOA BOARD RECOMMENDS THAT TWOA SHAREHOLDERS VOTE “FOR” THE INCENTIVE PLAN PROPOSAL.

 

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PROPOSAL 6: THE DIRECTOR ELECTION PROPOSAL

 

Overview

 

TWOA shareholders are also being asked to approve the Director Election Proposal by an ordinary resolution to elect seven directors, effective upon the Closing, to serve on the Pubco Board for the applicable term under the Proposed Charter, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal. Upon the consummation of the Business Combination, the Pubco Board will consist of seven directors. The Pubco Board will be divided into three classes: Class I, Class II and Class III. The Class I directors shall stand elected for a term expiring at Pubco’s first annual general meeting, the Class II directors shall stand elected for a term expiring at Pubco’s second annual general meeting and the Class III directors shall stand elected for a term expiring at Pubco’s third annual general meeting. Commencing at Pubco’s first annual general meeting, and at each annual general meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their election. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified.

 

Resolution to be Voted Upon

 

The full text of the resolution to be passed is as follows:

 

RESOLVED, as an ordinary resolution, that the election of seven directors of Pubco, being            ,           ,           ,           ,           , and            , with effect upon closing of the transactions contemplated by the Business Combination Agreement, each to serve for the applicable term in accordance with the Proposed Charter or until their successor has been duly appointed or until their earlier death, resignation, retirement or removal, be confirmed, ratified and approved.”

 

Vote Required

 

The approval of the Director Election Proposal will require an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon. Abstentions and broker non-votes will be counted towards the quorum requirement but will not be counted in connection with the vote on the Director Election Proposal.

 

The adoption of the Director Election Proposal is conditioned upon the adoption of the Business Combination Proposal, the Cayman Merger Proposal, the NYSE Proposal and the Incentive Plan Proposal.

 

Recommendation of the Board

 

THE TWOA BOARD RECOMMENDS THAT TWOA SHAREHOLDERS VOTE “FOR” THE DIRECTOR ELECTION PROPOSAL.

 

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PROPOSAL 7: THE ADJOURNMENT PROPOSAL

 

The Adjournment Proposal, if adopted, will allow the chairperson of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, at the determination of the chairperson of the Extraordinary General Meeting. In no event will the chairperson of the Extraordinary General Meeting adjourn the Extraordinary General Meeting beyond the date by which it may properly do so under the Current Charter and Cayman Islands law. If put forth at the Extraordinary General Meeting, the Adjournment Proposal will be the first and only proposal voted on and the other proposals will not be submitted to the TWOA shareholders for a vote.

 

Consequences if the Adjournment Proposal is Not Approved

 

If the Adjournment Proposal is not approved by TWOA shareholders, the TWOA Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or any other proposal.

 

Resolution to be Voted Upon

 

The full text of the resolution to be passed is as follows:

 

RESOLVED, as an ordinary resolution, that the meeting be adjourned to a later date or dates, if necessary or desirable, as determined by the chairperson of the Extraordinary General Meeting.”

 

Vote Required

 

The approval of the Adjournment Proposal will require an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed at the Extraordinary General Meeting by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote thereon.

 

Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other proposals.

 

Recommendation of the Board

 

THE TWOA BOARD RECOMMENDS THAT TWOA SHAREHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

 

Introduction

 

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what Pubco’s financial condition or results of operations would have been had the Business Combination and related transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of Pubco. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed. The assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes.

 

The historical financial information of TWOA was derived from the unaudited financial statements as of and for the nine months ended September 30, 2023 and audited financial statements for the year ended December 31, 2022 included elsewhere in this proxy statement/prospectus. The historical financial information of LLP was derived from the unaudited financial statements as of and for the nine months ended September 30, 2023 and audited financial statements for the year ended December 31, 2022 included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with LLP’s and TWOA’s audited and unaudited financial statements and related notes thereto, as well as the disclosures contained in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LLP,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of TWOA” and other financial information included elsewhere in this proxy statement/prospectus.

 

Description of the Business Combination

 

On August 15, 2023, TWOA entered into the Business Combination Agreement with LLP and, by a joinder agreement, each of Pubco, SPAC Merger Sub and Company Merger Sub, pursuant to which, TWOA will merge with LLP with the steps of the Business Combination described at an estimated combined enterprise value of approximately $578 million. The cash components of the transaction will be funded by TWOA’s available cash in trust of $52.6 million (assuming no further redemptions). The Business Combination is expected to close in early 2024 and remains subject to customary closing conditions.

 

Pursuant to the Business Combination Agreement, SPAC Merger Sub will merge with and into TWOA, with TWOA continuing as the surviving company, and, in connection therewith, each issued and outstanding security of TWOA immediately prior to the effective time of the Mergers will no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco. Additionally, Company Merger Sub shall merge with and into LLP, with LLP continuing as the surviving company, and in connection therewith, the LLP shares issued and outstanding immediately prior to the Effective Time will be canceled in exchange for the right of the holders thereof to receive Pubco Ordinary Shares; and (c) as a result of the Mergers, TWOA and LLP will each become wholly-owned subsidiaries of Pubco, and the Pubco Ordinary Shares will be listed on the NYSE.

 

Extension Amendment

 

On March 31, 2023, TWOA held an extraordinary general meeting of shareholders (the “Extension Meeting”), at which its shareholders approved, among others, a proposal to extend the date TWOA would be required to consummate a business combination from April 1, 2023 to January 1, 2024 (or such earlier date as determined by the TWOA Board) (the “Extension”).

 

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In connection with the Extension Meeting, TWOA’s Public Shareholders holding an aggregate of 16,437,487 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. The unaudited pro forma condensed combined financial statements have been prepared using the assumptions below with respect to the potential redemption into cash of TWOA’s Class A Ordinary Shares that are subject to redemption:

 

Assuming No Redemptions: This presentation assumes no Public Shareholders exercise their redemption rights with respect to their shares for a pro rata portion of the funds in the Trust Account aside from those that have already redeemed prior to March 31, 2023.
   
Assuming Maximum Redemptions: This presentation assumes that TWOA shareholders holding 1,014,169 Class A Ordinary Shares will exercise their redemption rights for an aggregate payment of $10,658,916 from the Trust Account. Such amount represents the maximum number of Class A Ordinary Shares redemptions that could occur with the Minimum Cash Condition still being satisfied.

 

The following summarizes the consideration based on LLP’s capitalization table:

 

   Assuming No
Redemptions and Maximum
Redemptions
 
Shares transferred at Closing(1)   28,600,000 
Value per share per BCA   $10.00 
Total value of share consideration at Closing  $286,000,000 

 

(1)Reflects the total share consideration transferred for the existing equity value of LLP.

 

The following table summarizes the pro forma ordinary shares outstanding under the two redemption scenarios:

 

  

Assuming No

Redemptions

(Shares)

   %  

Assuming

Maximum

Redemptions(1)

(Shares)

   % 
Total Founder Shares(2)     4,159,375       11.1 %     4,159,375       11.4 %
SPAC Public Shareholders     5,000,013       13.2 %     3,985,844       10.8 %
LLP Shareholders(3)     28,600,000       75.7 %     28,600,000       77.8 %
Pro Forma Ordinary Shares at September 30, 2023    37,759,388      100 %     36,745,219      100 %

 

(1)Represents the maximum number of Class A Ordinary Shares that can be redeemed to meet the minimum cash condition of $25.0 million.
(2) Reflects 1,200,000 sponsor shares being surrendered, when the remaining cash balance is at the minimum cash condition of $25.0 million. Of the 1,200,000 shares, 1,071,918 shares are surrendered by the Sponsor and 128,082 shares are surrendered by the Original Sponsor.
(3) Reflects the actual number of shares expected to be received at Closing by existing LLP equity holders.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSS

For the Nine Months Ended September 30, 2023

(USD in Thousands)

 


   Latam Logistic
Properties, S.A.
(Historical)
    TWOA
(Historical)
    IFRS Policy and
Presentation
Alignment
(Note 2)
    Transaction
Accounting
Adjustments
(Assuming No
Redemptions)
        Pro Forma
Combined
(Assuming No
Redemptions)
    Transaction
Accounting
Adjustments
(Assuming
Maximum
Redemptions)
   Pro Forma
Combined
(Assuming
Maximum
Redemptions)
 
Revenues                                           
Rental revenue  $ 27,793       -       -       -         $ 27,793                -    $ 27,793  
Other    75       -       -       -           75       -      75  
Total Revenues     27,868       -       -       -           27,868       -      27,868  
Investment property operating expense    (4,032 )     -       -       -           (4,032 )     -      (4,032 )
General and administrative    (4,834 )     (1,997 )     (3,535 )     90     BB     (10,276 )     -      (10,276 )
Administrative expenses – related party    -       (90 )     90       -           -       -      -  
Investment property valuation gain    21,689       -       -       -           21,689       -      21,689  
Interest income from affiliates    474       -       -       -           474       -      474  
Financing Cost     (23,284 )     -       -       -           (23,284 )     -      (23,284 )
Net foreign currency gain    243       -       -       -           243       -      243  
Gain on sale of asset held for sale     1,023       -       -       -           1,023       -      1,023  
Other income    131       -       -       -           131       -      131  
Other expense     (3,484 )     -       3,445       -           (39 )     -      (39 )
Income from investments held in Trust Account     -       3,538       -       (3,538 )   DD     -       -      -  
Net profit before taxes    15,794       1,451       -       (3,448 )         13,797       -      13,797  
Income tax expense     (6,633 )     -       -       -           (6,633 )     -      (6,633 )
Profit for the year   $ 9,161     $ 1,451       -     $ (3,448 )       $ 7,164       -    $ 7,164  
Profit for the year attributable to Non-controlling interests     4,201       -       -       -           4,201       -      4,201  

Profit for the year attributable to owner of the group

  $ 4,960     $ 1,451       -     $ (3,448 )       $ 2,963       -    $ 2,963  
Weighted average ordinary shares outstanding – basic and diluted     168,142,740                                   37,759,388              36,745,219  
Net profit per share attributable to ordinary shareholders– basic and diluted  $ 0.03                                 $ 0.08            $ 0.08  
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted            10,418,965                                             
                                                           
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption           $ 0.09                                             
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted            5,359,375                                             
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares           $ 0.09                                             

 

See accompanying notes to unaudited pro forma condensed combined financial information.

 

130
 

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSS

For the Year Ended December 31, 2022

(USD in thousands except for share data)

 

   Latam Logistic
Properties, S.A.
(Historical)
    TWOA
(Historical)
    IFRS Policy and
Presentation
Alignment
(Note 2)
    Transaction
Accounting
Adjustments
(Assuming No
Redemptions)
        Pro Forma
Combined
(Assuming No
Redemptions)
    Transaction
Accounting
Adjustments
(Assuming
Maximum
Redemptions)
       Pro Forma
Combined
(Assuming
Maximum
Redemptions)
 
Revenues    -       -       -       -           -       -          -  
Rental revenue  $ 31,891       -       -       -         $ 31,891       -        $ 31,891  
Other    93       -       -       -           93       -          93  
Total Revenues     31,984       -       -       -           31,984       -          31,984  
Investment property operating expense    (5,407 )     -       -       -           (5,407 )     -          (5,407 )
General and administrative    (4,609 )     (1,238 )     (120 )     (11,071 )   AA     (16,918 )     -          (16,918 )
                     -       120     BB             -             
Administrative expenses – related party    -       (120 )     120       -           -       -          -  
Investment property valuation gain    3,526       -       -       -           3,526       -          3,526  
Interest income from affiliates    561       -       -       -           561       -          561  
Financing Cost     (11,767 )     -       -       -           (11,767 )     -          (11,767 )
Net foreign currency gain    300       -       -       -           300       -          300  
Gain on sale of asset held for sale     -       -       -       -           -       -          -  
Other income    100       -       -       -           100       -          100  
Loss on sale of investment properties    (398 )     -       -       -           (398 )     -          (398 )
Other expense    (612 )     -       -       (51,785 )   CC     (52,397 )     112    CC     (52,285 )
Income from investments held in Trust Account    -       2,855       -       (2,855 )   DD     -       -          -  
Net profit (loss) before taxes    13,678       1,497       -       (65,591 )         (50,416 )     112          (50,304 )
Income tax (expense) benefit    (2,237 )     -       -       -           (2,237 )     -          (2,237 )
Profit (loss) for the year  $ 11,441     $ 1,497       -     $ (65,591 )       $ (52,653 )   $ 112        $ (52,541 )
Profit (loss) for the year attributable to Non-controlling interests     3,412       -       -       -           3,412       -          3,412  
Profit (loss) for the year attributable to owner of the group  $ 8,029     $ 1,497       -     $ (65,591 )       $ (56,065 )   $ 112        $ (55,953 )
Weighted average ordinary shares outstanding – basic and diluted     168,142,740                                   37,759,388                  36,745,219  
Net profit (loss) per share attributable to ordinary shareholders – basic and diluted   $ 0.05                                 $ (1.48 )              $ (1.52 )
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted            22,062,805                                                 
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption           $ 0.05                                                 
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted            5,359,375                                                 
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares           $ 0.05                                                 

 

See accompanying notes to unaudited pro forma condensed combined financial information.

 

131
 

  

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2023

(USD in Thousands)

 

   Latam Logistic
Properties, S.A.
(Historical)
   TWO
(Historical)
   IFRS Policy and
Presentation
Alignment
(Note 2)
   Transaction
Accounting
Adjustments
(Assuming No
Redemptions)
        Pro Forma
Combined
(Assuming No
Redemptions)
   Transaction
Accounting
Adjustments
(Assuming
Maximum
Redemptions)
        Pro Forma
Combined
(Assuming
Maximum
Redemptions)
 
ASSETS                                                           
Current assets                                                           
Cash and cash equivalents  $ 11,658    $ 42                 -    $ 52,567      A   $ 47,317    $ (10,659 )    D   $ 36,658  
                   -      (2,456 )    B            -              
                   -      (14,494 )    C            -              
Lease and other receivables, net    2,988      -      -      -           2,988      -           2,988  
Due from affiliates     9,273      -      -      -           9,273      -           9,273  
Asset held for sale    17,802      -      -      -           17,802      -           17,802  
Other current assets    3,003      140      -      -           3,143      -           3,143  
Prepaid construction costs    1,751      -      -      -           1,751      -           1,751  
Total current assets    46,475      182      -      35,617           82,274      (10,659 )         71,615  
Non current assets                                                           
Investment properties     494,918      -      -      -           494,918      -           494,918  
Tenant notes receivables - long term, net    6,202      -      -      -           6,202      -           6,202  
Restricted cash equivalent    1,303      -      -      -           1,303      -           1,303  
Property and equipment, net    368      -      -      -           368      -           368  
Deferred tax asset    162      -      -      -           162      -           162  
Other non-current assets    4,930      -      -      -           4,930      -           4,930  
Marketable securities held in Trust Account    -      52,567      -      (52,567 )    A     -      -           -  
Total non- current assets    507,883      52,567      -      (52,567 )         507,883      -           507,883  
Total Assets   $ 554,358    $ 52,749    $ -    $ (16,950 )       $ 590,157    $ (10,659 )       $ 579,498  
LIABILITIES                                                           
Current liabilities                                                           

 

132
 

 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2023

(USD in Thousands)

 

    Latam Logistic Properties, S.A. (Historical)     TWO (Historical)     IFRS Policy and Presentation Alignment (Note 2)     Transaction Accounting Adjustments (Assuming No Redemptions)         Pro Forma Combined (Assuming No Redemptions)     Transaction Accounting Adjustments (Assuming Maximum Redemptions)         Pro Forma Combined (Assuming Maximum Redemptions)  
Accounts payable and accrued expenses  $ 9,827    $ 1,238      -     $ (1,238 )   B   $ 6,404      -         $ 6,404  
                   -       (3,423 )   C            -              
Note payable-related party     -      1,218      -       (1,218 )   B     -      -           -  
Income tax payable     665      -      -       -           665      -           665  
Long term debt - current portion     10,543      -      -       -           10,543      -           10,543  
Retainage payable    1,656      -      -       -           1,656      -           1,656  
Liabilities related to asst held for sale     8,345      -      -       -           8,345      -           8,345  
Other current liabilities     667      -      -       -           667      -           667  
Ordinary shares subject to possible redemptions    -      -      52,467       (52,467 )   E     -      -           -  
Total current liabilities    31,703      2,456      52,467       (58,346 )         28,280      -           28,280  
Non Current liabilities                                                            
Long term debt    224,145      -      -       -           224,145      -           224,145  
Deferred tax liability    40,073      -      -       -           40,073      -           40,073  
Security deposits    1,790      -      -       -           1,790      -           1,790  
Other non-current liabilities    3,164      -      -       -           3,164      -           3,164  
Total non- current liabilities    269,172      -      -       -           269,172      -           269,172  
Total Liabilities  $ 300,875    $ 2,456    $ 52,467     $ (58,346 )       $ 297,452    $ -         $ 297,452  
Ordinary shares subject to possible redemption                                                          -  
Class A ordinary shares subject to possible redemption    -      52,467      (52,467 )     -           -      -           -  
Total ordinary shares subject to possible redemption   $ -    $ 52,467    $ (52,467 )   $ -         $ -    $ -         $ -  
EQUITY (SHAREHOLDER’S DEFICIT)                                                             
Shareholder’s equity                                                             
Ordinary share     -      -      -       50     E     378      (10 )   D     368  

 

133
 

 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2023

(USD in Thousands)

 

    Latam Logistic Properties, S.A. (Historical)     TWO (Historical)     IFRS Policy and Presentation Alignment (Note 2)     Transaction Accounting Adjustments (Assuming No Redemptions)         Pro Forma Combined (Assuming No Redemptions)     Transaction Accounting Adjustments (Assuming Maximum Redemptions)         Pro Forma Combined (Assuming Maximum Redemptions)  
                                 -      42     F             -              
                     -      286     G             -              
Class A ordinary shares    -       -       -      -           -       -           -  
Class B ordinary shares    -       1       -      (1 )   F     -       -           -  
Ordinary share capital     168,143       -       -      (168,143 )   G     -       -           -  
Share premium     -       -       -      52,417     E     269,843       (10,649 )   D     259,082  
                     -      (41 )   F             (112 )   I        
                     -      167,857     G             -              
                     -      (2,175 )   H             -              
                     -      51,785     I             -              
Retained earnings    69,699       -       -      (11,071 )   C     6,843       112     I     6,955  
                     -      (51,785 )   I             -              
Accumulated deficit     -       (2,175 )     -      2,175     H     -       -           -  
Foreign currency translation reserve    (19,790 )     -       -      -           (19,790 )     -           (19,790 )
Total Shareholder’s equity    218,052       (2,174 )     -      41,396           257,274       (10,659 )         246,615  
Non-controlling interests                                                               
Non-controlling interests     35,431       -       -      -           35,431       -           35,431  
Total Non-controlling interests     35,431       -       -      -           35,431       -           35,431  
Total Equity (shareholder’s deficit)   $ 253,483     $ (2,174 )   $ -    $ 41,396         $ 292,705     $ (10,659 )       $ 282,046  
Total Liability and Equity   $ 554,358     $ 52,749     $ -    $ (16,950 )       $ 590,157     $ (10,659 )       $ 579,498  

 

See accompanying notes to unaudited pro forma condensed combined financial information.

 

134
 

 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1.Basis of Pro Forma Presentation

 

As described in the section entitled “Anticipated Accounting Treatment” of the proxy statement/prospectus, the Business Combination will be accounted for as a capital reorganization in accordance with IFRS. Under this method of accounting, while TWOA is the legal acquirer, it will be treated as the “acquired” company, while LLP will be the “acquirer” for accounting and financial reporting purposes. TWOA does not meet the definition of a “business” pursuant to IFRS 3, Business Combinations, and thus, the Business Combination will be treated as a capital reorganization for accounting purposes. Accordingly, the Business Combination will be treated as the equivalent of LLP issuing shares for the net assets of TWOA, with the fair value of the shares, in excess of the net assets of TWOA, being accounted for as a stock exchange listing expense recorded to stock-based compensation under IFRS 2 Share-Based Payment. The net assets of TWOA will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of LLP.

 

LLP was determined to be the accounting acquirer primarily based on the evaluation of the following facts and circumstances:

 

LLP’s existing shareholders will have the greatest voting interest in Pubco under the minimum and maximum redemption scenarios with approximately 75.7% and 77.8% voting interest, respectively;
LLP’s existing shareholders will have the ability to control decisions regarding election and removal of directors and officers of Pubco’s executive board of directors;
LLP’s existing senior management team will comprise the senior management of Pubco;
LLP comprising the ongoing operations of Pubco;
From an employee base and business operation standpoint, LLP is the larger entity in terms of relative size.

 

Other factors were considered but they would not change the preponderance of factors indicating that LLP was the accounting acquirer. The Business Combination, which is not within the scope of IFRS 3, Business Combinations, since TWOA does not meet the definition of a business in accordance with IFRS 3, Business Combinations, is accounted for within the scope of IFRS 2, Share-based Payment. Any excess of fair value of Pubco Ordinary Shares issued over the fair value of TWOA’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

 

The unaudited pro forma condensed combined statement of financial position as of September 30, 2023 assumes that the Business Combination occurred on September 30, 2023. The unaudited pro forma condensed combined statement of profit and loss for the nine months ended September 30, 2023 and for the year ended December 31, 2022 present pro forma effect to the Business Combination as if it had been completed on January 1, 2022.

 

The unaudited pro forma condensed combined financial statements and related notes have been prepared using, and should be read in conjunction with, the following:

 

TWOA’s unaudited condensed financial statements as of and for the nine months ended September 30, 2023 and the related notes, included elsewhere in this proxy statement/prospectus;
LLP’s unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2023 and the related notes, included elsewhere in this proxy statement/prospectus;
TWOA’s audited financial statements for the year ended December 31, 2022 and the related notes, included elsewhere in this proxy statement/prospectus;
LLP’s audited consolidated financial statements for the year ended December 31, 2022 and the related notes, included elsewhere in this proxy statement/prospectus; and
  The disclosures contained in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LLP,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of TWOA” and other financial information included elsewhere in this proxy statement/prospectus.

 

135
 

 

The historical financial statements of LLP have been prepared in accordance with IFRS as issued by the IASB. The historical financial statements of TWOA have been prepared in accordance with US GAAP. The financial statements of TWOA have been converted to IFRS for the purposes of presentation in the unaudited pro forma condensed combined financial information.

 

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

 

The unaudited pro forma condensed combined financial statements do not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination.

 

The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. LLP’s management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

 

2.IFRS Policy and Presentation Alignment

 

The historical financial information of TWOA has been adjusted to give effect to the differences between US GAAP and IFRS as issued by the IASB for the purposes of the unaudited pro forma condensed combined financial information. The only adjustment required to convert TWOA’s financial statements from US GAAP to IFRS for purposes of the unaudited pro forma condensed combined financial information was to reclassify TWOA’s Class A Ordinary Shares subject to possible redemption to current financial liabilities under International Accounting Standard 32, Financial Instruments: Presentation (“IAS 32”), as TWOA’s shareholders have the right to redeem their TWOA Public Shares and TWOA has the irrevocable obligation to deliver cash or another financial instrument for such redemption.

 

Further, as part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align TWOA’s historical financial information in accordance with the presentation of LLP’s historical financial information, including transaction costs and related party administrative expenses.

 

3.Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

 

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

 

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. The Company has reflected pro forma adjustments related to the accounting for the transaction (“Transaction Accounting Adjustments”).

 

The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had Pubco filed consolidated income tax returns during the periods presented.

 

The pro forma basic and diluted profit (loss) per share amounts presented in the unaudited pro forma condensed combined statements of profit or loss are based upon the expected number of Pubco Ordinary Shares outstanding at the close of the transaction, assuming the Business Combination occurred on January 1, 2022.

 

136
 

 

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Position

 

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2023 are as follows:

 

A.Represents the reclassification of the remaining $52.6 million of cash and cash equivalents held in the Trust Account at the balance sheet date that becomes available to fund the Business Combination.
  
B. Reflects the settlement of existing TWOA liabilities upon the consummation of the Business Combination.
  
C. Represents incurred and estimated transaction costs inclusive of advisory, banking, printing, legal and accounting fees that are expensed of $15.5 million as a part of the Business Combination, as they are listing costs under IAS 32, Financial Instruments: Presentation. Of the total incurred transaction costs of $4.4 million, $3.4 million was accrued by LLP and TWOA as of September 30, 2023. This amount has been reflected as reduction to the related accrued liability balances.
  
D. Reflects the maximum redemptions of 1,014,169 Class A Ordinary Shares for aggregate redemption payments of $10.7 million allocated to TWOA Ordinary Shares and share premium with a par value of $0.01 per share at a redemption price of $10.51 per share.
  
E. Reflects the reclassification of 5,000,013 of TWOA’s Class A Ordinary Shares subject to possible redemption to Pubco Ordinary Shares with a par value of $0.01 per share and share premium.
  
F. Reflects the conversion of all Retained Founder Shares in TWOA (Class B Ordinary Shares) to Class A Ordinary Shares, and then further into Pubco Ordinary Shares upon the Closing of the Business Combination.
  
G. Reflects the recapitalization of shares held by LLP shareholders into the Pubco Ordinary Shares.
  
H.Reflects the elimination of TWOA’s historical accumulated deficit.
  
I.Represents the preliminary estimated expense recognized, in accordance with IFRS 2, Share-based Payment, for the excess of the fair value of LLP shares issued and the fair value of TWOA’s identifiable net assets at the date of the Business Combination, resulting in a $51.8 million decrease to retained earnings assuming no redemptions and a $0.1 million increase to retained earnings assuming maximum redemptions. The fair value of shares issued was estimated based on a market price of $10.62 per share (as of November 28, 2023). The value is preliminary and will change based on the fluctuations in the share price of TWOA’s Ordinary Shares through the closing date. A one percent change in the market price per share would result in a change of $1.0 million and $0.9 million in the estimated expense assuming no redemptions and maximum redemptions, respectively.

 

The listing expense under IFRS 2, Share-based Payment, which is a non-cash and non-recurring expense, is summarized below:

 

    Fair value per share (1)     No Redemptions Scenario     Maximum Redemptions Scenario  
          Shares     Amount     Shares     Amount  
Fair value of SPAC Public Shareholders (A)   $ 10.62       5,000,013     $ 53,100,138       3,985,844     $ 42,329,663  
Fair value of Sponsor shares (B)   $ 10.62       4,159,375     $ 44,172,563       4,159,375     $ 44,172,563  
I. Deemed fair value of shares issued by Pubco to TWOA’s shareholders (A+B)                   $ 97,272,701             $ 86,502,226  
SPAC net assets as of September 30, 2023                     50,292,776               50,292,776  
Less: Transaction cost of TWOA                     (4,805,275 )             (4,805,275 )
Less: Payment for share redemptions under maximum redemptions scenario                     -               (10,658,916 )
II. Adjusted pro forma net assets of TWOA                   $ 45,487,501             $ 34,828,585  
Difference - IFRS 2 charge for listing services (I-II)                   $ 51,785,200             $ 51,673,641  

 

  (1) The above table represents the estimated fair value per share of Pubco Ordinary Shares issued to the TWOA stockholders. The value is preliminary and may materially change at the Closing.

 

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Adjustments to Unaudited Pro Forma Condensed Combined Statements of Profit or Loss

 

The transaction accounting adjustments included in the unaudited pro forma condensed combined statements of profit or loss for the nine months ended September 30, 2023 and for the year ended December 31, 2022 are as follows:

 

AA.Reflects the total transaction costs that are expected to be incurred and recorded as an expense in relation to the Business Combination. Transaction costs are reflected as if incurred on January 1, 2022, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statements of profit or loss. These costs are being expensed as they relate to listing expenses of existing equity, rather than the incremental costs that are directly attributable to issuing new equity, under IAS 32. Refer to condensed consolidated statement of financial position adjustment (C). These costs are a nonrecurring item.
  
BB. Represents pro forma adjustment to eliminate historical expenses related to TWOA’s office space, secretarial and administrative services. Pursuant to the Administrative Services Agreement, the services will be terminated upon the consummation of the Business Combination.
  
CC. Represents the expense recognized of $51.8 million under no redemptions scenario and $51.7 million under maximum redemptions scenario, in accordance with IFRS 2, Share-based Payment, for the difference between the fair value of LLP shares issued and the fair value of TWOA’s identifiable net assets, as described in (I). The fair value of shares issued was estimated based on a market price of $10.62 per share (as of November 28, 2023). The value is preliminary and will change based on the fluctuations in the share price of the TWOA’s Ordinary Shares through the closing date. A one percent change in the market price per share would result in a change of $1.0 million and $0.9 million in the estimated expense assuming no redemptions and maximum redemptions, respectively. These costs are a nonrecurring item.
  
DD. Reflects the elimination of interest earned on marketable securities held in TWOA’s trust account.

 

4.Pro Forma Net Profit (Loss) Per Share Information

 

Pro forma net profit (loss) per share information is based upon the expected total number of shares outstanding at the close of the Business Combination. As the Business Combination is being reflected as if it had occurred at January 1, 2022 for the unaudited pro forma condensed combined statements of profit or loss, the calculation of weighted average shares outstanding for basic and diluted net profit (loss) per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entirety of the periods presented. If the maximum number of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire periods.

 

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of TWOA’s Class A Ordinary Shares for the nine months ended September 30, 2023 and for the year ended December 31, 2022:

 

  

Nine Months Ended

September 30, 2023

  

Year Ended

December 31, 2022

 
(USD in thousands, except share data)  Assuming No
Redemptions
   Assuming
Maximum
Redemptions
   Assuming No
Redemptions
   Assuming
Maximum
Redemptions
 
Pro forma net profit (loss) attributable to the Group   $ 2,963    $ 2,963    $ (56,065 )   $ (55,953 )
Pro forma weighted average ordinary shares outstanding – basic and diluted    37,759,388      36,745,219      37,759,388      36,745,219  
Pro forma net profit (loss) per share attributable to ordinary shareholders – basic and diluted  $ 0.08    $ 0.08    $ (1.48 )   $ (1.52 )

 

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INFORMATION RELATED TO PUBCO

 

Pubco was incorporated as an exempted company with limited liability under the laws of the Cayman Islands on October 9, 2023, solely for the purpose of effectuating the Business Combination. Pubco owns no material assets other than 100% of the shares in the Merger Subs and does not operate any business.

 

On October 9, 2023, Pubco issued 10,000 Pubco Ordinary Shares to one shareholder for a total consideration of $1.00. Those shares represent all shares in the capital of Pubco that are currently issued and outstanding and will be surrendered for nil consideration immediately following adoption of the Proposed Charter and the issuance of new securities as contemplated hereby. For descriptions of Pubco securities, please see the section of this proxy statement/prospectus entitled “Description of Pubco Securities.”

 

Prior to the consummation of the Business Combination, the sole director of Pubco is José Ramón Ramirez, and the sole shareholder of Pubco is Latam Logistic CR OPCO SRL. After the consummation of the Business Combination, Pubco’s principal executive office will be 601 Brickell Key Drive, Suite 700, Miami, FL 33131.

 

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INFORMATION ABOUT TWOA

 

Introduction

 

TWOA is a blank check company incorporated on January 15, 2021 as a Cayman Islands exempted company with limited liability for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. TWOA has generated no operating revenues to date and will not generate operating revenues until consummating an initial business combination.

 

Significant Activities Since Inception

 

In connection with TWOA’s organization, a total of 5,750,000 Founder Shares were sold to TWOA’s Initial Shareholders for an aggregate purchase price of $25,000. On March 8, 2021, the Original Sponsor transferred 25,000 Founder Shares to each of Michelle Gill, Ryan Petersen and Laura de Petra, and 30,000 Founder Shares to Pierre Lamond.

 

On April 1, 2021, TWOA consummated its IPO of 20,000,000 Public Shares, at an offering price of $10.00 per Public Share, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.1 million (net of a required reimbursement from the underwriter), of which $7.0 million was for deferred underwriting commissions. The underwriter partially exercised the over-allotment option and on April 13, 2021, purchased an additional 1,437,500 Public Shares, generating gross proceeds of approximately $14.4 million.

 

Simultaneously with the closing of the IPO, TWOA consummated the private placement (“Private Placement”) of 600,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Original Sponsor, generating gross proceeds of approximately $6.0 million. Simultaneously with the closing of the over-allotment on April 13, 2021, TWOA consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Original Sponsor, generating gross proceeds to TWOA of $287,500.

 

Upon the closings of the IPO, the over-allotment and the Private Placements, $214.4 million (or $10.00 per share) of the net proceeds of the sale of the Public Shares in the IPO and of the Private Placement Shares in the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental acting as trustee, and were originally invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations and later moved to cash demand accounts, until the earlier of (i) the completion of an initial business combination and (ii) the distribution of the Trust Account.

 

On February 14, 2023, the representative of the underwriters waived any rights to receive the deferred underwriting commissions and it has ceased its involvement in TWOA’s initial business combination.

 

On March 31, 2023, TWOA held the Extension Meeting, at which its shareholders approved, among others, a proposal to extend the date TWOA would be required to consummate a business combination from April 1, 2023 to January 1, 2024 (or such earlier date as determined by the TWOA Board).

 

In connection with the Extension Meeting, TWOA’s Public Shareholders holding an aggregate of 16,437,487 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $168.2 million (approximately $10.23 per Public Share) was removed from the Trust Account to pay such holders. Following the redemptions, there were 5,000,013 Class A Ordinary Shares issued and outstanding and 5,359,375 Class B Ordinary Shares issued and outstanding.

 

On March 31, 2023, 3,347,611 Class B Ordinary Shares were purchased by the Sponsor from the Original Sponsor. An aggregate of 135,000 Class B Ordinary Shares were transferred by the Sponsor to TWOA’s directors and advisors in August 2023.

 

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On August 15, 2023, TWOA entered into the Business Combination Agreement with LLP and by a joinder agreement, each of Pubco, SPAC Merger Sub and Company Merger Sub.

 

As of         , 2023, there was approximately $             million held in the Trust Account and as of          , 2023, approximately $           of cash held outside the Trust Account available for working capital purposes.

 

Fair Market Value of LLP Business

 

Pursuant to NYSE listing rules, the LLP business that TWOA is acquiring must have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for the Business Combination. The fair market value of LLP was determined by the TWOA Board based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). The TWOA Board obtained a fairness opinion from Marshall & Stevens, which provided that, as of that date and based on and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be paid by TWOA in the Business Combination was fair, from a financial point of view, to TWOA. See the section entitled “Proposal No. 1: The Business Combination Proposal — Opinion of Marshall & Stevens” of this proxy statement/prospectus for additional information. The Public Shareholders will be relying on the business judgment of the TWOA Board, which had significant discretion in choosing the standard used to establish the fair market value of LLP, and different methods of valuation may have varied greatly in outcome from one another. As discussed in the Section entitled “Proposal 1: The Business Combination Proposal — Satisfaction of 80% Test,” the TWOA Board determined that this test was met in connection with the Business Combination.

 

If NYSE delists TWOA’s securities from trading on its exchange, TWOA would not be required to satisfy the fair market value requirement described above and could complete a business combination with the LLP business having a fair market value substantially below 80% of the balance in the Trust Account.

 

Shareholder Approval of the Business Combination

 

TWOA is seeking shareholder approval of the Business Combination at the Extraordinary General Meeting and, in connection with such meeting, Public Shareholders may redeem their Ordinary Shares for cash in accordance with the procedures described in this proxy statement/prospectus. TWOA’s Initial Shareholders and the Current Insiders have agreed in the Insider Letter Agreement (i) to vote the Founder Shares and any other Ordinary Shares owned by the Initial Shareholders and the Sponsor in favor of the Business Combination; and (ii) not to redeem any Ordinary Shares in connection with a shareholder vote to approve a proposed initial business combination, including the Business Combination. As a result of redemptions in connection with the Extension Meeting, the Initial Shareholders and the Current Insiders collectively own approximately 51.7% of TWOA’s total outstanding Ordinary Shares. Accordingly, other than the shares held by the Initial Shareholders and the Current Insiders, no additional shares would need to be voted in favor of each of the Business Combination Proposal, the Organizational Documents Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal.

 

TWOA will not complete the Business Combination (or any other proposed initial business combination, if the Business Combination is not completed) if TWOA does not have net tangible assets of at least $5,000,001 either before or after such consummation. Additionally, the Business Combination will only be completed if TWOA obtains approval from a majority of the issued and outstanding Ordinary Shares.

 

Redemption Rights

 

In connection with the Extraordinary General Meeting, Public Shareholders (but not TWOA’s Initial Shareholders or the Sponsor) may seek to exercise redemption rights with respect to their Public Shares, regardless of whether they vote for or against the Business Combination, for the Redemption Price. Notwithstanding the foregoing, TWOA’s Initial Shareholders and the Sponsor have agreed, pursuant to the Insider Letter Agreement with us, not to exercise their rights to redeem any Public Shares held by them for the Redemption Price. Redemption rights of Public Shareholders, if properly exercised in the manner described in this proxy statement/prospectus will be effected under the Current Charter and Cayman Islands law. At the Extraordinary General Meeting, Public Shareholders have the ability to vote for or against the Business Combination and still seek redemption of their Public Shares.

 

TWOA’s Initial Shareholders, the Sponsor, and TWOA’s directors and officers will not have redemption rights with respect to any Ordinary Shares owned by them, directly or indirectly, whether acquired prior to the IPO or purchased by them in the IPO or in the aftermarket.

 

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Pursuant to the Current Charter, a Public Shareholder may request that TWOA redeem all or a portion of its Public Shares for cash if the Business Combination is consummated, subject to certain limitations, for cash equal to the applicable Redemption Price; provided, however, that TWOA may not redeem such shares if such redemption would result in TWOA not having net tangible assets (as determined under the Exchange Act) of at least $5,000,001 either prior to or following the completion of the Business Combination.

 

A Public Shareholder will be entitled to receive cash for any Public Shares to be redeemed only if such Public Shareholder:

 

(a)holds Public Shares; and
(b)prior to 5:00 p.m., Eastern Time, on           (two business days prior to the vote at the Extraordinary General Meeting), submit a written request to Continental, TWOA’s Transfer Agent, that TWOA redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the Transfer Agent, physically or electronically through The Depository Trust Company.

 

Public Shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal.

 

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with TWOA’s consent, until the consummation of the Business Combination, or such other date as determined by the TWOA Board.

 

Any corrected or changed written demand of redemption rights must be received by TWOA’s Chief Executive Officer two business days prior to the vote taken on the Business Combination at the Extraordinary General Meeting. No demand for Redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent at least two business days prior to the vote at the Extraordinary General Meeting.

 

Public Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates and other redemption forms should allow sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is TWOA’s understanding that Public Shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, TWOA does not have any control over this process and it may take longer than two weeks. Public Shareholders who hold their shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.

 

If a Public Shareholder properly demands redemption as described above, then, if the Business Combination is completed, TWOA will redeem the shares subject to the redemptions for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your redemption rights, then you will be exchanging your TWOA shares for cash and will no longer own these shares following the Business Combination.

 

If the initial business combination is not approved or completed for any reason, then Public Shareholders who elected to exercise their redemption rights would not be entitled to exercise their rights to redeem their Ordinary Shares for the applicable pro rata share of the Trust Account. In such case, TWOA will promptly return any share certificates (if any) and other redemption forms delivered by Public Shareholders.

 

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Limitation on Redemption Rights

 

In connection with the Business Combination a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption of its shares with respect to more than an aggregate of 15% of the shares sold in the IPO. TWOA believes the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or TWOA’s management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights against an initial business combination if such holder’s shares are not purchased by us or TWOA’s management at a premium to the then-current market price or on other undesirable terms. By limiting TWOA’s shareholders’ ability to redeem no more than 15% of the shares sold in the IPO, TWOA believes that it will limit the ability of a small group of shareholders to unreasonably attempt to block TWOA’s ability to complete TWOA’s initial business combination, particularly in connection with an initial business combination with LLP that requires as a closing condition that TWOA has a minimum net worth or a certain amount of cash, such as the Business Combination. However, we would not be restricting TWOA’s shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in the IPO) for or against TWOA’s initial business combination.

 

Redemption of Public Shares if No Business Combination

 

If TWOA does not complete a business combination by January 1, 2024 (unless such date is extended by TWOA pursuant to the Business Combination Agreement, or otherwise by TWOA’s shareholders), TWOA will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account not previously released to us to pay TWOA’s tax obligations and less up to $100,000 of interest we may use for TWOA’s dissolution expenses, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of TWOA’s remaining shareholders and the TWOA Board, liquidate and dissolve, subject (in the case of clauses (ii) and (iii) above) to TWOA’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

 

Prior to such redemption of Public Shares, TWOA would be required to assess all claims that may be potentially brought against us by TWOA’s creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over the Public Shareholders with respect to amounts that are owed to them. There can be no assurances that TWOA will properly assess all claims that may be potentially brought against us. As such, TWOA’s shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with TWOA’s search for LLP) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the Trust Account or that a court would conclude that such agreements are legally enforceable.

 

Each of TWOA’s Initial Shareholders and the Sponsor has agreed to waive its rights to participate in any liquidation of TWOA’s Trust Account with respect to the Founder Shares.

 

If TWOA is unable to complete an initial business combination and expends all of the net proceeds of TWOA’s IPO, other than the proceeds deposited in the Trust Account, the per-share distribution from the Trust Account would be approximately $ (based on the Trust Account balance as of , 2023).

 

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The proceeds deposited in the Trust Account could, however, become subject to the claims of TWOA’s creditors which would be prior to the claims of the Public Shareholders. Although TWOA will seek to have all vendors, including lenders for money borrowed, prospective target businesses or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including but not limited to, fraudulent inducement, breach of fiduciary duty or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with a claim against TWOA’s assets, including the funds held in the Trust Account. If any third party refused to execute an agreement waiving such claims to the monies held in the Trust Account, TWOA would perform an analysis of the alternatives available to it if it chooses not to engage such third party and evaluate if such engagement would be in the best interest of the Public Shareholders if such third party refused to waive such claims. Examples of possible instances where TWOA may engage a third party that refused to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing to provide the waiver. In any event, TWOA’s management would perform an analysis of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management believed that such third party’s engagement would be significantly more beneficial to TWOA than any alternative. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with TWOA and will not seek recourse against the Trust Account for any reason.

 

The Sponsor has agreed that, if TWOA liquidates the Trust Account prior to the consummation of a business combination, it will be personally liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by TWOA for services rendered or contracted for or products sold to TWOA in excess of the net proceeds of the IPO not held in the Trust Account, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the Trust Account and only if such parties have not executed a waiver agreement. However, there can be no assurances that TWOA will be able to satisfy those obligations if it is required to do so. Accordingly, the actual per-share distribution could be less than $             (based on the Trust Account balance as of      , 2023) due to claims of creditors. Additionally, if TWOA is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against TWOA which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in TWOA’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Public Shareholders. To the extent any bankruptcy claims deplete the Trust Account, there can be no assurances that TWOA will be able to return to the Public Shareholders at least $         (based on the Trust Account balance as of           , 2023).

 

Employees

 

TWOA has two executive officers. These individuals are not obligated to devote any specific number of hours to TWOA matters and devote only as much time as they deem necessary to TWOA’s affairs. TWOA does not intend to have any full-time employees prior to the completion of a business combination.

 

Legal Proceedings

 

To the knowledge of TWOA’s management, there is no litigation currently pending or contemplated against TWOA, any of TWOA’s officers or directors in their capacity as such or against any of TWOA’s property.

 

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DIRECTORS, OFFICERS, CORPORATE GOVERNANCE AND EXECUTIVE COMPENSATION OF TWOA PRIOR TO THE BUSINESS COMBINATION

 

Directors and Executive Officers

 

TWOA’s current directors and executive officers are as follows:

 

Name   Age   Position
Thomas D. Hennessy   38   Director, Chairman, Chief Executive Officer
Nicholas Geeza   38   Chief Financial Officer
M. Joseph Beck   38   Director
Adam Blake   38   Director
Jack Leeney   38   Director
Gloria Fu   52   Director

 

The experience of TWOA’s directors and executive officers is as follows:

 

Thomas D. Hennessy has served as Director, Chairman and Chief Executive Officer of TWOA since March 2023. He has served as a Managing Partner of Growth Strategies of Hennessy Capital Group, LLC, an alternative investment firm founded in 2013 that focuses on investing in industrial, infrastructure, climate and real estate technologies. He has served as a director of TortoiseEcofin Acquisition Corp. III (NYSE: TRTL), a special purpose acquisition company, since July 2023. Mr. Hennessy has served as Chief Executive Officer and Director of Compass Digital Acquisition Corp. (Nasdaq: CDAQ), a special purpose acquisition, since August 2023. Since December 2020, he has served as a director of 7GC & Co. Holdings Inc. (Nasdaq: VII), a special purpose acquisition company targeting the technology industry. Mr. Hennessy, in his role as director and/or officer, has successfully executed three SPAC business combinations, including (i) PropTech Acquisition Corporation’s business combination with Porch Group, Inc. (Nasdaq: PRCH) in December 2020; (ii) PropTech Investment Corporation II’s business combination with Appreciate Holdings, Inc. (Nasdaq: SFR) in November 2022; and (iii) Jaguar Global Growth Corporation I’s business combination with Captivision Inc. (Nasdaq: CAPT) in November 2023. Since 2021, Mr. Hennessy has also invested in numerous privately-held companies in his capacity as Managing Partner of Hennessy Capital Growth Partners, a growth equity fund that serves as a strategic capital and growth partner to real estate technology and climate technology companies. Mr. Hennessy served from 2014 to 2019 as a Portfolio Manager of Abu Dhabi Investment Authority. Mr. Hennessy holds a B.A. degree from Georgetown University and an M.B.A. from the University of Chicago Booth School of Business. Mr. Hennessy is qualified to serve as a director of the Company due to his extensive experience with special purpose acquisition companies and his expertise in mergers and acquisitions.

 

Nicholas Geeza has served as the Chief Financial Officer of TWOA since April 2023. Mr. Geeza has served as Head of Business Development of Hennessy Capital Growth Strategies, an alternative investment company, since April 2023. Mr. Geeza has served as Enterprise Sales Director for Capital Preferences, Ltd., a wealth technology platform focused on using behavioral economics to reveal client preferences and drive increased assets under management for global enterprise financial institutions, since March 2022. From November 2007 to March 2022, Mr. Geeza served as Senior Vice President in the Derivative Products Group at U.S. Bank National Association, where he was responsible for developing and servicing client relationships in the National Corporate Banking Technology, Automotive and Insurance divisions. During his tenure, Mr. Geeza assisted in the development and successful implementation of a dynamic hedging platform, advised on compliance with U.S. GAAP accounting requirements, and negotiated International Swaps and Derivatives Association, Dodd-Frank, and collateral management documentation. Prior to U.S. Bank, Mr. Geeza worked at JP Morgan Chase & Co. in New York. Mr. Geeza graduated cum laude with a B.S. from Georgetown University and earned an MBA from the University of Chicago Booth School of Business.

 

M. Joseph Beck has served as a member of the TWOA Board, a member of the audit committee, as chairperson of the compensation committee and a member of the nominating and corporate governance committee of TWOA since March 2023. Since December 2020, he has served as a director of 7GC & Co. Holdings Inc. (Nasdaq: VII), a special purpose acquisition company targeting the technology industry. From July 2019 to December 2020, he served as Co-Chief Executive Officer, Chief Financial Officer and director of PropTech Acquisition Corporation. Since August 2020, he has served as Co-Chief Executive Officer, Chief Financial Officer and Director of PropTech Investment Corporation II and subsequently a director of Porch Group, Inc. (Nasdaq: PRCH), which completed a business combination with PropTech Investment Corporation II in November 2022. Mr. Beck has served as a Managing Partner of Growth Strategies of Hennessy Capital Group LLC since July 2019. From February 2021 to November 2023, Mr. Beck served as a director of Jaguar Global Growth Corporation I, a special purpose acquisition company that completed its business combination with Captivision Inc. (Nasdaq: CAPT) in November 2023. From August 2012 to July 2019, Mr. Beck served as a Senior Investment Manager of ADIA. From July 2008 to August 2012, Mr. Beck served as an analyst in the Investment Banking Division of Goldman, Sachs & Co. Mr. Beck holds a B.A. degree from Yale University. Mr. Beck is qualified to serve as a director of TWOA due to his extensive experience with special purpose acquisition companies and his expertise in finance.

 

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Adam Blake has served as a member of the TWOA Board, a member of the audit committee, a member of the compensation committee and chairperson of the nominating and corporate governance committee of TWOA since March 2023. Mr. Blake is an independent investor. He served as an independent director of PropTech Investment Corporation II from December 2020 until November 2022. In January 2017, Mr. Blake co-founded Zego Inc., a digital amenity and resident engagement platform for apartments, for which he served as the Chief Executive Officer until April 2019, when it was acquired by PayLease, a portfolio company of Vista Equity Partners. In October 2010, Mr. Blake founded Brightergy, an energy service and software company, for which he served as Chief Executive Officer until July 2016. Previously, Mr. Blake was a real estate investor and developer specializing in multi-family apartments and other types of real estate investments. Mr. Blake holds a B.B.A degree from Texas Christian University. Mr. Blake is qualified to serve as a director of TWOA due to his expertise in real estate investments.

 

Jack Leeney has served as a director of TWOA since March 2023. He has served as Chairman and Chief Executive Officer of 7GC & Co. Holdings (Nasdaq: VII) since September 2020. He has served as a director of TortoiseEcofin Acquisition Corp. III (NYSE: TRTL), a special purpose acquisition company, since July 2023. He previously served as an independent director of PropTech Acquisition Corporation (Nasdaq: PTAC) from November 2019 to December 2022 and PropTech Investment Corporation II (Nasdaq: PTIC) from December 2020 to November 2022. Since 2016, Mr. Leeney has served as a Co-Founder and Managing Partner of 7GC & Co., a growth stage venture capital firm. Mr. Leeney led the firm’s investments in Cheddar (sold to Altice USA, May 2019), Capsule Corp., hims & hers (IPO, January 2021, NYSE: HIMS), Roofstock, The Mom Project, Reliance Jio, Because Market, Jackpocket, and Moonfare. He currently serves on the board of directors of The Mom Project and Because Market. Between April 2011 and December 2016, Mr. Leeney served on the boards of directors of Quantenna Communications, Inc. (Nasdaq: QTNA), DoAt Media Ltd. (Private), CinePapaya (acquired by Comcast), Joyent (acquired by Samsung), BOKU, Inc. (AIM: BOKU), Eventful (acquired by CBS) and Blueliv (Private). Previously, Mr. Leeney served as the Head of U.S. Investing for Telefonica Ventures between June 2012 and September 2016, the investment arm of Telefonica (NYSE: TEF), served as an investor at Hercules Capital (NYSE: HTGC) between May 2011 and June 2012 and began his career as a technology-focused investment banker at Morgan Stanley in 2007. Mr. Leeney holds a B.S. from Syracuse University. Mr. Leeney is well qualified to serve as a director due to his investment and advisory experience.

 

Gloria Fu has served as a member of the TWOA Board, chairperson of the audit committee, a member of the compensation committee and a member of the nominating and corporate governance committee of TWOA since April 2023. Ms. Fu currently serves on the board of directors and is a chair of the audit committee for Appreciate Holdings, Inc. (Nasdaq: SFR), which combined with PropTech Investment Corporation II (Nasdaq: PTIC) in November 2022. Gloria Fu previously served as an independent director of PTIC II beginning December 2020 and was a member of the audit and compensation committees. Ms. Fu is the East Coast Chapter Chair for the International Luxury Hotel Association, a leading trade association for luxury hospitality executives. Ms. Fu is also on the board of directors and member of the audit and development committees for Visions, a New York based non-profit sponsoring programs for the blind. Ms. Fu brings over 20 years of investment management expertise, most recently at JPMorgan Asset Management, Inc., where she served as a Managing Director and portfolio manager from February 2004 to April 2019. Ms. Fu’s broad base of expertise includes strategy, financial analysis, and shareholder-related issues. Ms. Fu is a subject matter expert in corporate governance issues. Ms. Fu was a founding member of JPMorgan Asset Management’s Proxy Committee for which she provided leadership and guidance on a broad range of topics including proxy contests, Say on Pay, and ESG. From March 2002 to February 2004, Ms. Fu was a Vice President at JPMorgan Securities and a sell-side equity research analyst focused on the gaming and lodging industries. Ms. Fu is a Chartered Financial Analyst and holds a Bachelor of Sciences in Hotel Administration and Masters in Hospitality Administration from Cornell University. Ms. Fu is qualified to serve as a director of TWOA due to her investment advisory and real estate expertise, particularly omnichannel retail and lodging.

 

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Number and Terms of Office of Officers and Directors

 

TWOA’s board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. The term of office of the Class I directors, consisting of Thomas D. Hennessy, will expire at our annual general meeting in 2025. The term of office of the Class II directors, consisting of Jack Leeney and Gloria Fu, will expire at our annual general meeting in 2024. The term of office of the Class III directors, consisting of M. Joseph Beck and Adam Blake, will expire at our annual general meeting in 2023.

 

Holders of the Founder Shares will have the right to appoint and remove all of TWOA’s directors prior to consummation of the Business Combination and holders of the Public Shares will not have the right to vote on the appointment of directors during such time. Each of our directors will hold office for a three-year term. Incumbent directors will also have the ability to appoint additional directors or to appoint replacement directors in the event of a casual vacancy.

 

TWOA’s officers are appointed by the TWOA Board and serve at the discretion of the TWOA Board, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by our board of directors.

 

Director Independence

 

The rules of the NYSE require that a majority of our board of directors be independent. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that each of Jack Leeney, Gloria Fu, M. Joseph Beck and Adam Blake are an “independent director” under applicable SEC and NYSE rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

 

Committees of the Board of Directors

 

Our board of directors has three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee.

 

Subject to phase-in rules, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that has been approved by our board of directors and has the composition and responsibilities described below.

 

Audit Committee

 

We established an audit committee of the board of directors. Gloria Fu, M. Joseph Beck and Adam Blake serve as members of our audit committee. Our board of directors has determined that each of our audit committee members is independent. Gloria Fu serves as the chairperson of the audit committee. Each member of the audit committee meets the financial literacy requirements of the NYSE and our board of directors has determined that Gloria Fu qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

 

The audit committee is responsible for:

 

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;
the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;
pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

 

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reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;
setting clear hiring policies for employees or former employees of the independent auditors;
setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

 

Nominating and Corporate Governance Committee

 

We established a nominating and corporate governance committee of our board of directors. The members of our nominating committee are Gloria Fu, M. Joseph Beck and Adam Blake, with Adam Blake serving as chairperson. Our board of directors has determined that each of Gloria Fu, M. Joseph Beck and Adam Blake is an independent director.

 

The nominating committee is responsible for:

 

identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by our Board of Directors, and recommending to our Board of Directors candidates for nomination for appointment;
developing and recommending to our Board of Directors and overseeing implementation of our corporate governance guidelines;
coordinating and overseeing the annual self-evaluation of our Board of Directors, its committees, individual directors and management in the governance of the company; and
reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

 

Guidelines for Selecting Director Nominees

 

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

 

Compensation Committee

 

We have established a compensation committee of our board of directors. However, as we are not paying compensation to any employees, and have already determined director compensation, we do not expect that the compensation committee will meet for substantive compensation purposes prior to our initial business combination. The members of our compensation committee are Gloria Fu, M. Joseph Beck and Adam Blake. M. Joseph Beck serves as chairperson of the compensation committee. Our board of directors has determined that all of the directors on the compensation committee are independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

 

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

 

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reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;
reviewing our executive compensation policies and plans;
implementing and administering our incentive compensation equity-based remuneration plans;
assisting management in complying with our proxy statement and annual report disclosure requirements;
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
producing a report on executive compensation to be included in our annual proxy statement; and
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

 

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor and will be directly responsible for the appointment, compensation and oversight of the work of any such advisor. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other advisor, the compensation committee will consider the independence of each such advisor, including the factors required by the NYSE and the SEC.

 

Compensation Committee Interlocks and Insider Participation

 

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

 

Code of Ethics

 

We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

 

Conflicts of Interest

 

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

 

duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
duty not to improperly fetter the exercise of future discretion;
duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
duty to exercise independent judgment.

 

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

 

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

 

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

 

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We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination.

 

Related Person Transaction Policy

 

A “related person transaction” is a transaction, arrangement or relationship in which TWOA or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “related person” means:

 

any person who is, or at any time during the applicable period was, one of TWOA’s executive officers or one of TWOA’s directors;
any person who is known by TWOA to be the beneficial owner of more than 5% of TWOA’s voting shares;
any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother- in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of TWOA’s voting shares, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of TWOA’s voting shares; and
any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest.

 

Pursuant to TWOA’s audit committee charter, the audit committee is responsible for reviewing related party transactions.

 

Periodic Reporting and Audited Financial Statements

 

TWOA has registered the Class A Ordinary Shares under the Exchange Act and has reporting obligations, including the requirement that it file annual, quarterly and current reports with the SEC. TWOA has filed with the SEC its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and its Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

 

Executive Officer and Director Compensation

 

None of our executive officers or directors have received any cash compensation for services rendered to us. Our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential partner businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

 

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After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

 

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management team’s motivation in identifying or selecting a partner business but we do not believe that the ability of our management team to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

 

After the completion of the Business Combination, directors or members of our management who remain may be paid consulting, management or other fees from Pubco. For a discussion of executive compensation arrangements after the Closing of the Business Combination, see the section entitled “Management of Pubco Following the Business Combination.”

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION OF TWOA

 

The following discussion and analysis of TWOA’s financial condition and results of operations should be read in conjunction with TWOA’s audited financial statements and the notes related thereto included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this proxy statement/prospectus. References in this section to “we,” “us” or the “Company” refer to TWOA.

 

We are a blank check company incorporated as a Cayman Islands exempted company with limited liability on January 15, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

 

Our sponsor was originally two sponsor, a Cayman Islands limited liability company (the “Original Sponsor”), until March 31, 2023 and has been HC PropTech Partners III LLC since March 31, 2023. The registration statement for our initial public offering (the “Initial Public Offering”) was declared effective March 29, 2021. On April 1, 2021, we consummated our Initial Public Offering of 20,000,000 Class A ordinary shares (the “Public Shares”), at an offering price of $10.00 per Public Share, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.1 million (net of a required reimbursement from the underwriter), of which $7.0 million was for deferred underwriting commissions. The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional shares to cover over-allotments, if any, at $10.00 per share. The underwriter partially exercised the over-allotment option and on April 13, 2021 purchased an additional 1,437,500 Class A ordinary shares, generating gross proceeds of approximately $14.4 million (the “Over-Allotment”), and we incurred additional offering costs of approximately $755,000 (net of a required reimbursement from the underwriter), of which approximately $503,000 was for deferred underwriting fees.

 

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 600,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Original Sponsor, generating gross proceeds of approximately $6.0 million. Simultaneously with the closing of the Over-Allotment on April 13, 2021, we consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Original Sponsor, generating gross proceeds to the Company of $287,500.

 

Upon the closing of the Initial Public Offering, the Over-Allotment, and the Private Placements, $214.4 million ($10.00 per share) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and were originally invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations and later moved to cash demand accounts, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

 

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

 

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If we are unable to complete a Business Combination by January 1, 2024, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

 

On March 31, 2023, the Company held its extraordinary general meeting of shareholders at which the shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination from April 1, 2023 (the date which was 24 months from the closing date of the Company’s Initial Public Offering) to January 1, 2024 (the date which is 33 months from the closing date of the Initial Public Offering).

 

On March 31, 2023, the Original Sponsor sold 4,854,375 Class B Ordinary Shares of the Company to the Sponsor, which became the Company’s sponsor by assuming the rights and obligations of the Original Sponsor to the Company.

 

On August 15, 2023, the Company announced the entry of the Business Combination Agreement. Pursuant to the Business Combination Agreement, Pubco will become the parent company of each of the Company and LLP following the consummation of the Business Combination. The Merger Consideration will be an amount equal to $286,000,000. The Merger Consideration will be payable in new Pubco Ordinary Shares, each valued at a price per share equal to ten U.S. Dollars ($10.00). The Business Combination Agreement does not provide for any purchase price adjustments.

 

Liquidity and Going Concern

 

As of September 30, 2023, the Company had $41,849 in cash and a working capital deficit of $2,274,571. As of December 31, 2022, the Company had approximately $336,000 in cash and a working deficit of approximately $187,000.

 

Our liquidity needs to date have been satisfied through $25,000 paid by the Original Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $81,000 from the Original Sponsor pursuant to a promissory note issued by the Company to the Original Sponsor (the “Note”), and the proceeds from the consummation of the Private Placement not held in the Trust Account of $2.5 million (net of a required reimbursement from the underwriter). We repaid the Note in full on April 5, 2021, and no additional borrowing is available under the Note. In addition, in order to finance transaction costs in connection with a Business Combination, the Original Sponsor, the Sponsor, any of their affiliates, or certain of our officers and directors may, but are not obligated to, provide us with the Working Capital Loans. On August 7, 2023, the Company issued a promissory note to the Sponsor in an amount up to $1,500,000, of which approximately $668,000 had previously been advanced by the Sponsor. The note accrues no interest and is payable upon the consummation of the initial Business Combination or the date of the liquidation of the Company. As of September 30, 2023, a total of $1,218,414 was outstanding and recorded in the Company’s unaudited condensed financial statements. As of September 30, 2023 and December 31, 2022, there was $1,218,414 and $0 advanced by the Sponsor on Working Capital Loans, respectively.

 

Our management has determined that the Company may not have sufficient liquidity to meet its anticipated obligations through the earlier of its consummation of an initial business combination or its liquidation date. Over this time period, the Company will be using these funds for paying existing accounts payable and consummating the Business Combination.

 

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, our management has determined that the liquidity issue and the mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 1, 2024. The condensed financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern. We plan to either complete a Business Combination prior to the mandatory liquidation date or extend such date.

 

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Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. This market volatility could adversely affect our ability to complete a Business Combination. In response to the conflict between nations, the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on our ability to complete a Business Combination and the value of our securities.

 

Management continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that these types of risks could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Results of Operations

 

Our entire activity from inception to September 30, 2023, was for our formation and the Initial Public Offering, and subsequent to the Initial Public Offering, the search for a target for its initial Business Combination. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.

 

For the three months ended September 30, 2023, we had a net loss of $643,476, which consisted of $1,226,623 in general and administrative expenses and $30,000 in administrative expenses-related party, partially offset by $613,147 in gain on marketable securities (net), dividends and interest, held in Trust Account.

 

For the nine months ended September 30, 2023, we had net income of $1,451,276, which consisted of $3,538,411 in gain on marketable securities (net), dividends and interest, held in Trust Account, partially offset by $1,997,135 in general and administrative expenses and $90,000 in administrative expenses-related party.

 

For the three months ended September 30, 2022, we had net income of $285,155, which consisted of $903,538 in income from investments held in Trust Account, partially offset by $618,383 in general and administrative expenses.

 

For the nine months ended September 30, 2022, we had net income of $20,690, which consisted of $1,082,932 in income from investments held in Trust Account, partially offset by $1,062,242 in general and administrative expenses.

 

For the year ended December 31, 2022, we had net income of approximately $1.5 million, which consisted of approximately $2.9 million in income from investments held in Trust Account, partially offset by approximately $1.2 million in general and administrative expenses, and $120,000 in administrative expenses-related party.

 

For the period from January 15, 2021 (inception) through December 31, 2021, we had a net loss of approximately $743,000, which consisted of approximately $688,000 in general and administrative expenses, $90,000 in administrative expenses-related party, partially offset by approximately $36,000 in income from investments held in Trust Account.

 

Contractual Obligations

 

Registration Rights

 

The holders of Founder Shares, Private Placement Shares, and Class A ordinary shares that may be issued upon conversion of Working Capital Loans were entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

 

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Underwriting Agreement

 

The underwriter was entitled to an underwriting discount of $0.20 per share, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $7.0 million in the aggregate was deferred underwriting commissions to the underwriter.

 

The underwriter partially exercised the over-allotment option and was entitled to an additional fee of approximately $755,000 (net of a required reimbursement from the underwriter), of which approximately $503,000 was for deferred underwriting commissions.

 

On February 14, 2023, the representative of the underwriters waived any rights to receive the deferred underwriting commissions and it has ceased its involvement in TWOA’s initial business combination.

 

Administrative Services Agreement

 

On March 29, 2021, we entered into that certain administrative services agreement (the “Administrative Services Agreement”) with the Original Sponsor pursuant to which, commencing on the date our securities were first listed on the New York Stock Exchange, we agreed to pay the Original Sponsor a total of $10,000 per month for office space, secretarial and administrative services. On March 31, 2023, pursuant to an assignment and assumption agreement, the Original Sponsor assigned the Administrative Services Agreement to the New Sponsor. Upon completion of the initial Business Combination or our liquidation, we will cease paying these monthly fees. During the three and nine months ended September 30, 2023, we incurred $30,000 and $90,000 in expenses for these services, respectively, which are included in administrative expenses-related party on the accompanying unaudited condensed statements of operations. No amount was due as of September 30, 2023 and December 31, 2022.

 

Critical Accounting Estimates

 

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:

 

Class A Ordinary Shares Subject to Possible Redemption

 

We account for our Class A ordinary shares subject to possible redemption (our Public Shares) in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 628,750 Private Placement Shares to the Original Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial Business Combination. They are also considered non-redeemable and are presented as permanent equity in the Company’s condensed balance sheets. On December 30, 2022, the Original Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to the Company for no value and the Company cancelled the Private Placement Shares effective as of the same date. Our Class A ordinary shares sold in the Initial Public Offering feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 5,000,013 and 21,437,500 Class A ordinary shares, respectively, subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

 

Under ASC 480-10S99, we have elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. Subsequently, we recognized changes in the redemption value as an increase in redemption value of Class A ordinary shares subject to possible redemption as reflected on the accompanying unaudited condensed statements of changes in shareholders’ deficit.

 

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Investments Held in the Trust Account

 

Our portfolio of investments was originally comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When our investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When our investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in gain on marketable securities (net), dividends and interest, held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

 

In March 2023, we instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of the consummation of a Business Combination and the liquidation of the Company. The funds were still held in this account as of September 30, 2023.

 

Offering Costs Associated with the Initial Public Offering

 

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering in April 2021.

 

Net Income (Loss) Per Ordinary Share

 

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares, which assumes a Business Combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the respective period.

 

At September 30, 2023 and December 31, 2022, we did not have any dilutive securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the three and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

 

Recent Accounting Pronouncements

 

Our management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed financial statements.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

 

JOBS Act

 

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

 

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

 

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INFORMATION ABOUT LLP

 

Unless the context otherwise requires, all references in this section to “we”, “us”, “our” or “LLP”, refer to LatAm Logistic Properties, S.A. and its subsidiaries prior to the consummation of the Business Combination.

 

Our Mission

 

Our goal is to be the leading developer, owner and manager of logistics facilities of the future for Central and South America. Our mission is to provide logistics and industrial real estate solutions that enable the most efficient distribution of goods for a more environmentally conscious society.

 

Overview

 

LLP is a corporation organized under the laws of the Republic of Panama. LLP was originally incorporated as a limited liability company, as provided in Law No. 4 of 2009 by Public Deed No. 6409 dated April 29, 2015, and registered before the Public Registry of Panama on May 4, 2015. On January 13, 2021, LLP was converted into a corporation regulated by Law No. 32 of 1927, resolution duly registered before the Public Registry of Panama on January 13, 2021. LLP’s registered office is located at BMW Plaza, 9th floor, Calle 50, Panama City, Republic of Panama. LLP’s registered office phone number is +506 2204-7020. We also maintain a website at www.latamlp.com. The information contained in, or that can be accessed through, our website is not part of this proxy statement/prospectus.

 

LLP is a fully-integrated, internally managed real estate company that develops, owns and manages a diversified portfolio of warehouse logistics assets in Central America and the South America. We focus on modern Class A logistics real estate in high growth and high barrier-to-entry markets that are undersupplied and have low penetration rates. We believe we are a leading institutional industrial, development and logistics platform in each of our three countries of operation today — Costa Rica, Colombia and Peru. We have significant expertise in designing and developing logistics assets, which we own, manage and lease on a long-term basis. Our strategic footprint and operational expertise enable us to provide our tenants with “last mile” distribution capabilities that are critical to logistics infrastructure and are well located to leverage strong e-Commerce and “nearshoring” trends. Our high quality and diversified tenant base is comprised of leading multinational customers that operate primarily in the consumer retail, e-commerce, consumer packaged goods, and business-to-business distribution sectors, including Inter IKEA Systems B.V., Samsung Electronics Co., The Kraft Heinz Company, DHL, Cargill Inc., PriceSmart Inc., and Natura & Co Holdings S.A. As of September 30, 2023, our operating portfolio was comprised of 28 properties with a GLA of more than four and a half million square feet, a stabilized occupancy rate of 99.4% and weighted average remaining lease term of five and half years on our current leases. Our revenue and profit for the nine months ended September 30, 2023 was $27.9 million and $9.2 million, respectively, and for the year ended December 31, 2022 was $32.0 million and $11.4 million, respectively. Between September 30, 2022 and September 30, 2023, we increased our Cash Net Operating Income, or Cash NOI, by a Compound Annual Growth Rate, or CAGR, of 36%. For a reconciliation of Cash NOI to the nearest IFRS measure, see “Summary Historical Consolidated Financial Information Of LLP—Non-IFRS Financial Measures and Other Measures and Reconciliations.” 

 

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Our portfolio is comprised of Class A industrial warehouses that are well positioned to serve the key logistical functions of the growing e-Commerce market and nearshoring trade. Our properties are certified by EDGE, a green building certification system sponsored by the IFC, a member of the World Bank Group, and administered by GBCI (Green Business Certification Inc.), which promotes the development of sustainable buildings — both internally, with expansive floor capacity, natural light and sufficient height clearance levels, as well as externally, with shared truck maneuvering yards, optimized platforms and container parking. These modern specifications enable our tenants to drive operational efficiencies for timely delivery of their goods and implement highly advanced operational and logistics processes that enhance their ability to compete. The following table sets forth a summary of our real estate portfolio as of September 30, 2023, December 31, 2022, and 2021 and for the nine and twelve month periods then ended:

 

   As of and for the nine months ended September 30,   As of and for the year ended December 31, 
   2023   2022   2021 
Number of operating real estate properties     28     24    22 
Operating GLA (sq. ft)     4,615,760     4,037,886    3,388,446 
Leased GLA (sq. ft)(1)      5,098,759     4,820,273    4,176,284 
Number of tenants     53     51    43 
Average rent per square foot   $ 7.55    $6.88   $7.10 
Weighted average remaining lease term     5.5 years     6.2 years    7.1 years 
Stabilized occupancy rate (% of GLA)     99.4 %    99.6%   97.9%
Total rental revenue  $ 27,793,027    $ 31,890,569    $ 25,526,931  
U.S. dollar denominated revenue as a % of total revenue(2)     78.2 %    81.9%   81.4%

 

(1)

Includes operating properties and properties under development that are subject to a lease.

(2) Based on foreign currency exposure as of period end.

 

Our portfolio is strategically located within key trade and logistics corridors in the capital cities of Costa Rica, Colombia and Peru. We target some of the most dynamic industrial markets with the lowest vacancy rates across the Class A logistics segment in Central and South America. These markets are generally characterized by strong GDP growth, population growth, and monetary and fiscal policies that attract multinational and regional corporations. Our asset base is geographically diversified with approximately 51%, 27% and 22% of our operating GLA located in Costa Rica, Colombia and Peru, respectively, as of September 30, 2023. We believe this diversification mitigates economic, political and other risks and provides significant expansion opportunities in attractive geographies for our tenants.

 

 

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We believe that Class A logistics assets are among the most attractive segments of the global real estate market. The industrial real estate sector is underpinned by secular trends that will propel significant demand growth, create long-term competitive advantages for our business, and attract a high quality, long-term tenant base. Among these trends, we expect to benefit significantly from the continued rise of e-Commerce, which is transforming global trade and consumer dynamics and significantly increasing the need for “last mile” distribution. We also expect favorable supply chain dynamics and increasing investment into the industrial real estate asset class to drive appreciation in logistics assets over time. Underpenetrated regions, including many of the countries in Central and South America where we operate, will benefit from the global growth dynamics in the industrial real estate sector. E-Commerce is in its infancy in much of Latin America, and we believe nearshoring trade dynamics will drive demand for high quality, well-located industrial and logistics assets in Central and South America.

 

Our business model is designed to generate recurring revenue from long-term leases with creditworthy tenants, which we believe drives attractive unit economics. We organized LLP as a fully integrated C-Corp because we believe this structure provides us with the following advantages:

 

Investment focus: We have designed our business model to participate across the real estate value creation chain including (i) structuring and financing, (ii) development, (iii) lease-up and (iv) asset management, as opposed to REITs that are generally required to focus on stabilized or near stabilized properties;
   
Management fee structure: We manage our properties internally and do not charge management fees, which we believe better aligns our interests with investors, as opposed to the externally managed REIT model; and
   
Long term value creation: We develop and manage our assets with a focus on the quality of our real estate and maximizing its long-term value, as opposed to managing our development, operations and maintenance activities to achieve shorter term dividend targets.

 

Our Properties

 

Our properties consist of stabilized assets (which we define as properties that have reached GLA occupancy of approximately 90% in relation to the total GLA of such property or that have been completed for more than one year, whichever occurs first), properties that are in the development phase, and the land reserves we own or control.

 

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Stabilized Portfolio. The table below sets forth information regarding our real estate portfolio of stabilized assets as of and for the nine months ended September 30, 2023 and year ended December 31, 2022, respectively.

 

Property   Location   Total GLA (sq ft)     Total GLA (sqm)     % of Portfolio GLA     Rental Revenue for the nine months ended September 30, 2023 (USD in thousands)     % of Rental Revenue for the nine months ended September 30, 2023 (USD in thousands)     First Year of Operations     Number of Buildings   Appraisal Value(1) as of September 30, 2023 (USD in thousands)  
Costa Rica                                                                
                                                                 
Latam Logistic Park Coyol 1   San José, Coyol     831,331       77,233       18.01 %   $ 6,038       21.70 %     2016     5   $ 89,349  
Latam Logistic Park Coyol 2   San José, Coyol     270,573       25,137       5.86 %   $ 1,857       6.70 %     2019     1   $ 29,516  
Latam Logistic Park Coyol 3   San José, Coyol     92,032       8,550       1.99 %   $ 896       3.20 %     2020     1   $ 9,832  
Latam Logistic Park Coyol 4   San José, Coyol     121,633       11,300       2.64 %   $ 702       2.50 %     2021     1   $ 11,670  
Latam Bodegas Atenas   Atenas     48,685       4,523       1.05 %   $ 347       1.20 %     2019     1   $ 4,729  
Latam Bodegas Aurora   Heredia     103,108       9,579       2.23 %   $ 524       1.90 %     2020     2   $ 6,747  
Latam Bodegas San Joaquin   Heredia     90,923       8,447       1.97 %   $ 698       2.50 %     2019     2   $ 9,391  
San Rafael Industrial Park   San Rafael     120,761       11,219       2.62 %   $ (672 )     (2.40 %)     2019     1   $ 12,071  
Latam Logistic Park San José – Verbena   San José     676,610       62,859       14.66 %   $ 4,346       15.60 %     2022     4   $ 69,315  
Colombia                                                                
Latam Logistic Park Calle 80   Bogota, Calle 80     1,255,409       116,631       27.20 %   $ 6,008       21.70 %     2019     5   $ 99,611  
Peru                                                                
Latam Logistic Park Lima Sur   Lima, Lurin     1,004,695       93,339       21.77 %   $ 7,049       25.40 %     2019     5   $ 91,599  

 

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Property  Location  Total GLA (sq ft)   Total GLA (sqm)   % of Portfolio GLA   Rental Revenue for the year ended December 31, 2022 (USD in thousands)   % of Rental Revenue for the year ended December 31, 2022 (USD in thousands)   First Year of Operations   Number of Buildings   Appraisal Value(1) as of December 31, 2022 (USD in thousands) 
 
Costa Rica                                         
                                          
Latam Logistic Park Coyol 1  San José, Coyol   831,328    77,233    20.5%  $7,979    25.2%  2016   5   $88,851 
Latam Logistic Park Coyol 2  San José, Coyol   270,572    25,137    6.7%  $2,427    7.7%  2019   1   $30,613 
Latam Logistic Park Coyol 3  San José, Coyol   92,031    8,550    2.3%  $1,283    4.1%  2020   1   $9,667 
Latam Logistic Park Coyol 4  San José, Coyol   121,632    11,300    3.0%  $598    1.9%  2021   1   $11,204 
Latam Bodegas Atenas  Atenas   48,685    4,523    1.2%  $462    1.5%  2019   1   $4,710 
Latam Bodegas Aurora  Heredia   103,107    9,579    2.6%  $587    1.9%  2020   2   $6,286 
Latam Bodegas San Joaquin  Heredia   87,866    8,163    2.2%  $778    2.5%  2019   2   $8,157 
San Rafael Industrial Park  San Rafael   120,760    11,219    3.0%  $1,562    4.9%  2019   1   $13,400 
Latam Logistic Park San José – Verbena  San José    213,114    19,799    5.3%  $1,864    5.9%  2022   1   $21,408 
Colombia                                         
Latam Logistic Park Calle 80  Bogota, Calle 80   1,144,099    106,290    28.3%  $5,691    18.0%  2019   4   $70,646 
Peru                                         
Latam Logistic Park Lima Sur  Lima, Lurin   1,004,692    93,339    24.9%  $8,351    26.4%  2019   5   $87,523 

 

(1)We value our portfolio on a quarterly basis utilizing an independent appraisal conducted by an independent appraiser.

 

Properties Under Development. We pursue attractive development projects by leveraging our existing portfolio of strategic land positions to support our expansion strategy. We target locations that meet our investment criteria and support our multinational and regional tenant base, typically by developing assets that are specifically designed to meet their needs. As of September 30, 2023, occupancy of our operating portfolio was 99.4% and approximately 64.3% of our assets under development (by GLA) were pre-leased, which significantly mitigates our development risk. We target average yields-on-cost, which we define as Cash NOI to aggregate estimated investment, that are 200 to 300 basis points above our estimates of where similar stabilized assets trade. From a Return-on-Equity, or ROE, perspective, we target mid-to-high teens returns when we retain full ownership of the properties, and potentially higher returns when we partner through joint ventures. In order to manage our return profile, we typically use third-party developers under negotiated fixed price arrangements. As of September 30, 2023, we were developing three buildings across our markets, with expected GLA of nearly half a million square feet. The table below sets forth our portfolio of development assets as of September 30, 2023.

 

       Total Expected Investment   Investment to Date         
   Project GLA   Land and Infrastructure   Shell(1)   Total   Land and Infrastructure   Shell(1)   Total   Leased  

Estimated Stabilization

Date

 
   (sq ft)   (USD in thousands)   (USD in thousands)   (%)     
Costa Rica    157,692    $ 5,798    $ 7,276    $ 13,074    $ 2,587    $ 2,071    $ 4,658      58.8 %    June 2024  
Colombia    -    $ -    $ -    $ -    $ -    $ -    $ -      -      -  
Peru    289,604    $ 9,135    $ 9,802    $ 18,937    $ 5,537      $6,567    $ 12,104      67.3 %    March 2024  

 

(1)A shell is generally comprised of the primary structure, the building envelope (roof and façade), and related mechanical and supply systems including electricity, water and drainage.

 

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Land Reserves. The table below sets forth our land reserves and development potential, as of September 30, 2023 and December 31, 2022, respectively.

 

Location  Total Land Reserves  

% of Total

Land Reserves

   Appraisal Value as of September 30, 2023    Estimated GLA to be Developed 
   (acres)   (%)   (USD)   (sq ft) 
Costa Rica     -       - %   $ -       -  
Colombia     50.6       49.9 %   $ 22,262,542       1,090,211  
Peru     50.9       50.1 %   $ 11,154,173       1,100,720  

 

Location   Total Land Reserves    

% of Total

Land Reserves

    Appraisal Value as of December 31, 2022     Estimated GLA to be Developed  
    (acres)     (%)     (USD)     (sq ft)  
Costa Rica   8.0    7.3%  $6,155,000    168,208 
Colombia   50.6    46.2%  $16,394,722    1,090,211 
Peru   51.0    46.5%  $7,190,000     1,202,988  

 

Our Competitive Strengths

 

We believe the following are our competitive strengths:

 

Pure play portfolio of Class A institutional logistics properties well suited for e-Commerce. Our high-quality logistics properties are well positioned to facilitate our tenants’ growing e-Commerce opportunities. As of December 31, 2022, e-Commerce comprised $0.4 billion, $5.1 billion, and $4.0 billion of annual sales across Costa Rica, Colombia and Peru, respectively, and is expected to grow by 11%, 12% and 7%, respectively, through 2026, according to Euromonitor. Retailers are increasingly shifting toward shipping “parcels” as opposed to “pallets” in order to meet rapidly evolving consumer purchasing behaviors. E-Commerce is generally characterized by greater stock keeping unit (“SKU”) variety and therefore larger inventories, and it requires enhanced reverse logistics to handle greater return and exchange activity. As a result, multinational and regional companies are demanding logistics facilities that are particularly well suited for e-Commerce, like ours, that include specific features including high door-to-area ratios and load floor capacity, optimized distance between columns for efficient racking layouts, expansive truck maneuvering yards, security services and common area amenities and container parking. Our real estate assets have been designed and optimized to meet the needs of tenants seeking to drive their e-Commerce presence.

 

Strong competitive position in strategic and underserved Central and South American markets. Our portfolio is strategically located in key parts of Central and South America that are well positioned to leverage the strengthening “nearshoring” trade. Global dynamics have led companies to reconsider their supply chains and explore ways to expand or relocate production facilities that are closer to their U.S. headquarters, production centers and end markets. We believe that Costa Rica and the other countries in which we operate will benefit from nearshoring dynamics as companies seek greater supply chain security and shorter shipping routes to minimize sensitivities to global disruptions in trade linkages. We believe we are a leading institutional platform developing and operating industrial real estate assets in our geographic footprint, providing us with a preferred position for multinational and regional companies seeking state-of-the-art logistics capabilities in these markets. We also believe that there is a shortage of land suitable for these facilities in our target markets, which barrier to entry provides us with a significant advantage against competitors.

 

Diversified tenant base and high occupancy rates. We have developed long-standing relationships with a well-diversified tenant base of leading multinational and regional companies across industries, including Inter IKEA Systems B.V., Samsung Electronics Co., The Kraft Heinz Company, DHL, Cargill Inc., PriceSmart Inc., and Natura & Co Holdings S.A. As of September 30, 2023, we had more than 50 tenants with a weighted average remaining lease term of over five and a half years, which we actively manage to avoid a concentration of large expirations in any given year. Our tenants operate primarily in the Consumer Goods, Third-Party Logistics and Other Retail sectors. Substantially all of our tenants have exposure to e-Commerce as part of their go-to-market and distribution models, regardless of end-market sector exposure. As of September 30, 2023, the occupancy rate of our stabilized portfolio was 99.4%, our largest tenant comprised approximately 6% of our rental revenue, and our top 10 tenants comprised less than 50% of our rental revenue.

 

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Localized development expertise and embedded growth from pre-stabilization properties. We have a strong track record of developing modern Class A industrial warehouse facilities in Costa Rica, Colombia and Peru. Through our development activities to date, we have built longstanding relationships with reputable local contractors and design consultants with extensive international supply chain expertise that complement our local country managers and other on-the-ground personnel. This established local presence provides us with valuable insights into regional contracting dynamics and jurisdictional regulations, which serve as barriers to entry for potential competitors. We utilize modular site layouts to facilitate efficient construction and shorten construction cycles, and we generally target development projects that support our existing tenant base. As of September 30, 2023, occupancy of our operating portfolio was 99.4% and approximately 64.3% of our assets under development (by GLA) were pre-leased, which significantly mitigates our development risk. As of September 30, 2023, we were in the process of developing three buildings with a GLA of nearly half a million square feet, which will contribute to our economies of scale and earnings prospects over time. We believe that the combination of our strategic portfolio of assets under development and land reserves, development expertise and track record, localized knowledge, and longstanding relationships with multinational and regional companies provide us with a significant competitive advantage.

 

Experienced management team. We have a seasoned management team led by Esteban Saldarriaga, our Chief Executive Officer, who has over 15 years of experience in Latin American real estate and finance. Mr. Saldarriaga developed a deep understanding of logistics solutions in underserved markets at Jaguar Growth Partners, a leading investment management firm focused on growth platforms in developing markets, and previously served in financial roles at J.P. Morgan and Ashmore. Annette Fernández, our Chief Financial Officer, is an experienced Latin American real estate financial management executive, formerly serving as VP of Financial Operations and Investor Relations for FIBRA Prologis. Our senior management team is supported by a team of industry experts with nearly 100 combined years of relevant experience across the key areas of industrial real estate development and operations, including real estate selection, land and property acquisition, design and engineering, development, government licensing and government relations, project management, marketing, sales and contract negotiation. We believe that this combination of industry, technical, operational and financial expertise positions us for success in the public markets.

 

Strong Environmental, Social and Governance commitment. Our mission is to provide logistics and industrial real estate solutions that enable the most efficient distribution of goods for a more environmentally conscious society. Sustainability is a fundamental part of our corporate culture, and we design our assets to minimize their environmental impact to enable our tenants achieve their sustainability goals. For example, all of the buildings developed by LLP comply with the high efficiency and environmental sustainability standards of the EDGE certification, and in Costa Rica and Peru we manage most of our development through the Ecological Blue Flag Program (Bandera Azul), a certification that acknowledges effort and volunteer work seeking to improve social and environmental conditions.

 

Our Growth Strategy

 

Our goal is to be the leading developer, owner and manager of logistics facilities of the future for Central and South America. We intend to achieve this goal by implementing the following strategies:

 

Continue to drive operational excellence across our portfolio of Class A industrial facilities. We believe that closely collaborating with our tenants to provide high quality logistics real estate solutions drives occupancy and leasing for us. We intend to continue to design advanced real estate solutions based on our expertise and the strategic, commercial and environmental needs of our tenants. For example, we focus our development and upgrade efforts based on direct feedback from our tenants, including interior and exterior features that support efficient e-Commerce operations, that facilitate the effectiveness of our logistics solutions. We believe that this focus on continual upgrade and improvement will enable us to drive long-term economic value across our portfolio.

 

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Develop our portfolio of pre-stabilized properties to expand our operating portfolio. We are actively developing additional high quality logistics real estate assets to leverage industry trends and demand from our tenants. As of September 30, 2023, we were developing three buildings in all of our markets, with expected GLA of nearly half a million square feet. We estimate that approximately half of the investment required to complete these developments was already made as of September 30, 2023. We target development locations that meet our investment criteria and support our existing multinational tenant base, typically by developing assets that are specifically designed to meet their needs. As of September 30, 2023, occupancy of our operating portfolio was 99.4% and approximately 64.3% of our assets under development (by GLA) were pre-leased, which significantly mitigates our development risk. We intend to continue to develop logistics properties in our target markets to serve our tenants and grow our operating portfolio.

 

Expand into complementary markets. We have designed our platform to serve tenants within attractive Central and South American markets beyond Costa Rica, Colombia and Peru. In the future, we intend to target markets such as Mexico, Panama, Ecuador and Chile that have attractive growth prospects and exhibit many of the same demographic, commercial, economic, regulatory and industrial real estate supply and demand characteristics that are present in our current markets of operation. Although no assurance can be made that we can execute our plans on commercially reasonable terms or at all, we believe that our potential opportunities for geographic expansion across Mexico, Panama, Ecuador and Chile represent, in the aggregate, approximately five times the GLA of our current stabilized portfolio. We believe these markets are core to our tenants’ regional logistics needs and are underpenetrated with respect to industrial GLA per capita. For example, Panama and Mexico have industrial square feet per capita of 9 and 10.7, respectively, which is significantly below that of the United States at 9.6, according to Euromonitor. As we enter new markets, we intend to seek experienced and reputable local partners to mitigate risk.

 

Pursue joint ventures and strategically acquire or control new locations. We have identified a large pipeline of potential acquisitions and joint venture partners for complementary assets in our current and complementary markets. We currently have over approximately 9 million square feet of potentially new GLA in various stages of review in Costa Rica, Peru, Colombia and complementary markets that we continually review and evaluate. We intend to be opportunistic regarding strategic land, building and partner opportunities and will continue to be focused on pursuing opportunities that align with and leverage our expertise. We also believe that greater access to capital in the form of public equity and debt will accelerate our ability to pursue these opportunities.

 

Our Tenants

 

We have developed longstanding relationships with our well-diversified tenant base of leading multinational and regional companies. Our tenants operate in a wide range of industries, which we believe provides us with significant portfolio diversification. Our tenant base generally consists of companies with significant e-Commerce activities requiring specialized “last mile” distribution capabilities. As of September 30, 2023, we had more than 50 tenants, with no single tenant accounting for more than 9% of our total GLA. Our weighted average remaining lease term as of September 30, 2023 was more than five and a half years, and nearly 80% of our rental revenue for the nine months ended September 30, 2023 was denominated in U.S. dollars.

 

For the nine months ended September 30, 2023, our ten largest tenants accounted for less than half of our rental income. The following table sets forth the information on our largest tenants as of September 30, 2023.

 

Tenant   Industry   Country   Share of Total GLA     Share of
Total Rental
Revenue
    Remaining Lease Term
                             
Kuehne+Nagel   Third-Party Logistics   Colombia and Peru     7.8 %     6.0 %   2.7 years
Alicorp   Consumer Goods   Peru     6.8 %     7.3 %   5.1 years
Pequeño Mundo   Other Retail   Costa Rica     5.5 %     6.7 %   5.7 years
Natura   Consumer Goods   Peru and Costa Rica     4.2 %     5.7 %   5.1 years
Samsung   Consumer Goods   Peru     4.0 %     3.1 %   3.5 years
Indurama   Consumer Goods   Peru     3.9 %     4.2 %   4.7 years
IKEA   Third-Party Logistics   Colombia     3.7 %     2.9 %   8.8 years
Pricemart   Other Retail   Costa Rica     3.4 %     4.9 %   14.5 years
Rex Cargo   Third-Party Logistics   Costa Rica     3.4 %     4.2 %   6.8 years
Ceva   Third-Party Logistics   Colombia     3.3 %     2.3 %   3.9 years

 

For the year ended December 31, 2022, our ten largest tenants accounted for less than half of our rental income. The following table sets forth the information on our largest tenants as of December 31, 2022.

 

Tenant  Industry  Country  Share of Total GLA   Share of
Total Rental
Revenue
   Remaining Lease Term
     
Kuehne+Nagel  Third-Party Logistics  Colombia and Peru   7.8%   6.3%  2.6 years
Alicorp  Consumer Goods  Peru   7.5%   6.8%  5.1 years
Grupo Exito  Other Retail  Colombia   6.5%   4.2%  13.3 years
Pequeño Mundo  Other Retail  Costa Rica   6.1%   7.6%  1.5 years
Natura  Consumer Goods  Peru and Costa Rica   4.6%   6.4%  6.9 years
Samsung  Consumer Goods  Peru   4.5%   3.4%  4.2 years
Pricesmart  Other Retail  Costa Rica   3.8%   5.9%  15.3 years
Indurama  Consumer Goods  Peru   3.6%   3.9%  5.4 years
Ceva  Third-Party Logistics  Colombia   3.6%   0.7%  4.6 years
Rex Cargo  Third-Party Logistics  Costa Rica   3.4%   4.1%  5.2 years

 

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We estimate that over 90% of our Leased GLA as of September 30, 2023 and December 31, 2022 served logistics needs for our tenants. The following table contains a breakdown of our tenants’ use for the nine months ended September 30, 2023 and year ended December 31, 2022, respectively.

 

Tenant use   Rental Revenue     Share of Total Rental Revenue     Share of Total GLA  
Consumer Goods   $ 9,022,372       32.5 %     30.8 %
Third-Party Logistics   $ 7,479,075       26.9 %     25.9 %
Other Retail   $ 10,230,911       36.8 %     36.5 %

 

Tenant use   Rental Revenue     Share of Total Rental Revenue     Share of Total GLA  
Consumer Goods  $10,085,351    31.6%   31.7%
Third-Party Logistics  $9,038,134    28.3%   27.3%
Other Retail  $9,005,637    28.2%   33.3%

 

Our stabilized assets have historically achieved high occupancy rates. The following table shows our stabilized occupancy rates as of September 30, 2023, December 31, 2022 and 2021.

 

Occupancy rate  As of September 30,     As of December 31, 
   2023     2022   2021 
Costa Rica    98.8 %    99.2%   96.0%
Colombia    100.0 %    100.0%   100.0%
Peru    100.0 %    100.0%   100.0%
Aggregate stabilized portfolio    99.4 %    99.6%   97.9%

 

Our Leases

 

As of September 30, 2023, we had 75 leases in place. Our leases are typically for initial terms ranging from 5 to 10 years and generally grant our tenants renewal options for one or more additional terms of varying lengths. Our security deposits typically approximate one or two months of rent. We are responsible for latent defects in the properties and we are typically required to perform structural maintenance periodically and as needed. Our leases entitle us to rescind the lease and collect rents that are due and owing if a tenant defaults on its rent payment obligation, vacates the property, or enters bankruptcy or insolvency proceedings (to the extent permitted under applicable local laws and regulations). We are also entitled to terminate the lease in the cases of:

 

failure by the tenant to comply with its payment obligations under the lease;
assignment or sublease without prior written consent, subject to exceptions under applicable laws;
unauthorized construction in, or modification of, the premises;
unauthorized use of the premises;
failure to comply with any applicable regulations where the premises are located;
obstruction of access for authorized inspections by us;
breach of any tenant obligation that remains uncured for more than 30 days;
strikes or other labor disturbances lasting longer than 60 days if the matter causes the tenant to breach its obligations under the lease, subject to exceptions under local law; and
creation of any lien over the premises or any portion thereof, or the filing of any claim derived from any work or installation carried out by the tenant or in its name.

 

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We routinely inspect our properties and we proactively manage our relationships with our tenants. We strive to maintain regular dialogue with our tenants regarding their real estate intentions, and we actively manage our portfolio of leases to avoid large expirations in any given year in order to manage cash flows and mitigate re-leasing risk. The following table sets forth the expiration profile of our lease portfolio as of September 30, 2023:

 

 

Rent under our lease accrues monthly and is adjusted annually for inflation based on a consumer price index (“CPI”) or by a contractual percentage rate. Our tenants are typically responsible for the costs of improvements and structural modifications needed to tailor the facilities. We believe this investment responsibility increases our tenants switching costs and leads to strong occupancy rates for us. As of September 30, 2023, only one of our leases, the Grupo Vargas lease at our LLP Coyol III project, includes a purchase option on the property.

 

We have established rigorous tenant selection criteria, including minimum eligibility standards. We evaluate applicants based on their financial capacity and that of their guarantors, among other factors. As of September 30, 2023, approximately 65% of our leases were secured by guarantees or other credit support mechanisms. We maintain standard procedures to manage our past due rent portfolio and doubtful accounts, which vary based on the amount of the receivable, period outstanding and other considerations. As of September 30, 2023, ten of our operating net lease receivables were outstanding for more than 90 days, totaling to an amount of less than $0.75 million.

 

Development and Acquisition Activities

 

We actively develop logistics properties, analyze potential acquisitions of new land and building assets, and evaluate potential joint venture arrangements. We focus on Class A logistics facilities and target properties for development and acquisition in major population centers with established infrastructure.

 

We pursue development projects by leveraging our existing portfolio of strategic land positions. For our development activities, we target average yields-on-cost, which we define as Cash NOI to total estimated investment, that are 200 to 300 basis points above our estimates of where similar stabilized assets trade. From a Return-on-Equity, or ROE, perspective, we target mid-to-high teens returns when we retain full ownership of the properties, and potentially higher returns when we partner with fee-paying local partners through joint ventures.

 

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In evaluating a particular real estate development or acquisition, both within our existing countries of operation and potential new markets, our management team conducts a thorough analysis of the characteristics of the property and the market in which it is located, including the:

 

strategic importance of the location relative to our existing and prospective tenant base;
location of the property relative to our existing footprint and where we have access to reputable personnel familiar with local market dynamics;
proximity of the asset in relation to existing or planned local infrastructure with convenient access to major transportation options;
favorable economic dynamics and tax and regulatory environments;
population density and population growth potential;
regional, market and property-specific supply and demand dynamics, including prevailing market rents and the potential for rent growth;
existing and potential competition from other property owners and operators;
barriers to entry and other property-specific competitive advantages;
quality of construction and design, and existing physical condition of the asset; and
opportunity to increase the property’s operating performance and value.

 

As part of our strategy, we intend to enter into joint ventures if we determine that doing so would be the most effective means of financing, developing or managing specific projects and to manage our exposure to different countries, submarkets and tenants.

 

Environmental, Social and Governance Matters

 

Our mission is to provide logistics and industrial real estate solutions that enable the most efficient distribution of goods for a more environmentally conscious society. Sustainability is a key part of the core of our corporate culture, and we design our assets to minimize their environmental impact to enable our tenants achieve their sustainability goals. All of our warehouses comply with the high standards of efficiency and environmental sustainability, as designated by EDGE certification, which promotes the development of sustainable buildings with savings of at least 20% of potable water, electricity consumption and carbon footprint levels compared with conventional buildings. All our projects in Costa Rica are also registered with the Ecological Blue Flag Program (Bandera Azul), an award program that acknowledges effort and volunteer work seeking to improve social and environmental conditions.

 

Regulation

 

We are subject to laws, ordinances and regulations relating to, among other things, taxes, environmental matters, labor, equal opportunity, construction, occupational health and safety, civil and consumer protection and general building and zoning requirements in the various jurisdictions in which we operate. See “Risk Factors –Regulatory, Legal and Tax Factors Affecting LLP – We are subject to governmental regulations.”

 

LLP has been registered in the Registro Nacional de Valores y Emisores (“RNVE”) managed by the SFC since April 23, 2021, and with the Colombian Stock Exchange (“BVC”) since May 4, 2021. There are currently 168,142,740 LLP Ordinary shares listed in Colombia. As a consequence of its status as an issuer of securities in Colombia, LLP is under the supervision of the SFC, and subject to the SFC’s obligations for registered issuers. The main SFC obligations that LLP is subject to are filing quarterly and annual reports, including an annual corporate governance report, filing quarterly and annual financial information, disclosing any material information to the SFC upon occurrence of such event, and filing certain forms regarding its shareholders, beneficial owners and general financial information with the SFC.

 

LLP’s operations in Costa Rica must comply with a series of laws and regulations related to its economic activities. LLP’s corporate structure includes various Costa Rican subsidiaries that must comply with corporate obligations such as tax payments, filings of declarations and additional compliance matters. Furthermore, LLP’s main economic activity involves the lease of industrial facilities subject to, among other regulations, the Leases Act (Ley General de Arrendamientos Urbanos y Suburbanos) which regulates the obligations and responsibilities of landlords, tenants and other general provisions for the lease agreements.

 

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LLP’s operations in Peru are governed by a set of legal frameworks and regulations specific to Peru. These include, but are not limited to, the General Law of Companies (Ley General de Sociedades), which outlines the requirements and obligations for companies with operations in Peru. Additionally, LLP must comply with tax regulations, labor laws, environmental regulations, municipal ordinances, and any other applicable laws and regulations related to industrial and logistics operations. In Peru, there is no specific legislation to regulate civil leases, so general civil leasing rules established in the Peruvian Civil Code apply to LLP’s lease agreements.

 

In addition, Peru’s legal framework for real estate is also influenced by government policies and can be subject to changes in regulations, tax policies, and land use planning. These factors directly impact the operations and profitability of industrial and logistics real estate companies, including LLP. Judicial decisions regarding land ownership, property rights, contractual disputes, and environmental issues can also have significant implications for the sector.

 

The Colombian Civil Code regulates the real estate industry, and therefore LLP’s operations in Colombia. There is no specific branch of the Colombian government that governs the regulation of real estate, hence everything that concerns real estate is governed by the general principles of civil law of Colombia. LLP’s lease agreements are governed by financial and banking laws of Colombia. LLP is also subject to urban planning regulations in Colombia, which consist of a set of legal regulations and provisions aimed at organizing the development of urban and rural areas in the country. This includes the Urban Land Use Plans (POT) that define land use zones, density and building height regulations, as well as regulations on land use, construction standards, and permit acquisition procedures.

 

Insurance

 

We maintain insurance policies covering our properties against various risks, including general liability, earthquakes, floods, and business interruption. We determine the type of coverage and the policy specifications and limits based on what we deem to be the risks associated with our ownership of properties and our business operations in specific markets. That coverage typically includes property damage and rental loss insurance resulting from perils such as fire, windstorm, flood, and commercial general liability insurance. See “Risk Factors – Risks Relating to LLP’s Business – Our insurance coverage may not cover all the risks to which we may be exposed.

 

Legal Proceedings

 

We have been and may in the future be a party to certain claims and legal proceedings incidental to the normal course of our business. From time to time, LLP may be involved in various legal proceedings and subject to claims that arise in the ordinary course of business. Although the results of litigation and claims are inherently unpredictable and uncertain, LLP is not currently a party to any legal proceedings the outcome of which, if determined adversely to LLP, are believed to, either individually or taken together, have a material adverse effect on its business, operating results, cash flows or financial condition. Regardless of the outcome, litigation has the potential to have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. See “Risk Factors – Risks Related to LLP’s Business – We are or may become subject to legal and administrative proceedings or government investigations, which could harm our business and our reputation.

 

Employees

 

As of September 30, 2023, we had a total of 22 employees, including 13 employees in Costa Rica, 4 employees in Colombia and 5 employees in Peru. We outsource our construction, engineering and project management and related activities, as well as maintenance of our properties, to third parties. As of September 30, 2023, none of our employees were affiliated with labor unions.

 

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LLP INDUSTRY AND MARKET OVERVIEW

 

We founded LLP to provide critical logistics real estate solutions for underserved markets in Central and South America. Our operations are located in Costa Rica, Colombia and Peru, which we believe are dynamic industrial markets with low vacancy rates for logistics real estate. We are well positioned for future growth with an established market presence and track record in these countries. As of December 31, 2022, we estimate our market share was approximately 59.6%, 13.3%, and 27.9% of Class A logistics facilities in Costa Rica, Colombia and Peru, respectively, according to sources such as Colliers, Cushman & Wakefield, CBRE, Logan Institutional Value. The following table sets forth relevant information regarding our portfolio, which consisted of the following logistics assets in each of the three countries where we have operations, as of September 30, 2023:

 

   Costa Rica   Colombia   Peru 
   (sq ft)   (sqm)   (sq ft)   (sqm)   (sq ft)   (sqm) 
             
Stabilized properties (GLA)    2,355,656      218,847      1,255,409      116,631      1,004,695     93,339 
Development property and landbank (GLA)    157,692      14,650      1,090,215      101,284      1,390,324      129,165  
Total GLA    2,513,348      233,497      2,345,624      217,915      2,395,019      222,504  

 

Demand for High Quality Industrial and Logistics Real Estate

 

We believe that Class A logistics assets are among the most attractive segments of the global real estate market. The industrial real estate sector is underpinned by the following secular trends that we believe will propel growth in demand over time:

 

1.The Rise of E-Commerce: E-Commerce is transforming global trade and consumer dynamics, which we expect will continue to drive demand for logistics assets. The proliferation in recent years of large global and regional consumer retail platforms, such as Amazon, Alibaba and Mercado Libre, has catalyzed growth in e-Commerce. We estimate that e-Commerce uses three times more logistics space than traditional “brick-and-mortar” retail, which we believe will drive strong demand for Class A logistics warehouses as e-Commerce grows. According to McKinsey & Company, E-Commerce is generally characterized by greater SKU variety and therefore increased inventory needs, as compared to traditional retail platforms. E-Commerce also requires enhanced reverse logistics to handle greater return and exchange activity. According to the U.S. International Trade Administration (“ITA”), the growth in e-Commerce was propelled by the COVID-19 pandemic which structurally shifted consumers buying behaviors around the globe, including in markets where e-Commerce penetration had been lagging. We believe that as distribution channels continue to shift toward a direct-to-consumer model, demand for logistics space will continue to grow.

 

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Growth in worldwide e-Commerce is significantly outpacing that of retail commerce, but its share of aggregate retail commerce is still relatively small, as shown below:

 

E-Commerce is expected to continue to grow rapidly

 

 

Source: U.S. Census Bureau, Euromonitor.

 

2.Favorable Supply Chain Dynamics: We believe that warehouse rents today typically represent a small portion of the total supply chain cost. As a result, we believe our assets and services are mission critical to global commerce but the rents we receive can grow over time without materially impacting the profit margins of our tenants.

 

Rents remain a fraction of total supply chain costs

 

 

 

Source: AT Kearney, IMS Worldwide, public company filings, Prologis Research.

 

3.Increasing Investment: We believe that capital generally follows macroeconomic trends over time. For logistics assets, nearly one in four dollars of total real estate investment is being deployed into the industrial sector, which is an increase from one in ten dollars fifteen years ago, according to CBRE research. According to Investor Management Services (IMS), industrial real estate is taking significant market share from other real estate asset classes, such as office and retail, and we expect this trend to continue for the foreseeable future.

 

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Increasing industrial real estate share of total real estate investment

 

 

4.Rising Values: Industrial asset values around the world have grown by more than 300% over the past 20 years, according to JLL research. We believe this is driven in large part by e-Commerce, which relies on more advanced industrial logistics warehouses and sophisticated distribution operations. We believe that this demand will continue to be a strong trend for industrial asset values and that industrial asset owners and operators with significant land reserves will be well positioned as a result.

 

Significant industrial real estate demand drives asset appreciation

 

 

 

Source: CBRE Research

 

Central and South America Are Poised to Benefit from These Trends

 

We believe that underpenetrated regions, including many of the countries in Central and South America where we operate, will benefit from the global growth dynamics in the industrial real estate sector. E-commerce is in its infancy in much of Latin America, and we believe nearshoring trade dynamics will drive demand for high quality, well-located industrial and logistics assets in Central and South America. Although omnichannel retail activity has accelerated rapidly in Latin America over the last decade, e-Commerce is in the early stages of development relative to most of the rest of the world, as shown below.

 

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Source: Euromonitor

 

Latin America has also benefited from the growing nearshoring trade in recent years, as businesses from North America and Europe are increasingly looking to Latin America as an attractive destination for various services and processes. According to a 2021 JLL survey, nearshoring has been driven by (i) trade tensions between the U.S. and China resulting in an escalation of tariffs from imported goods from China, (ii) rising global freight costs, (iii) increasing global labor costs and (iv) supply chain disruptions during and since the COVID-19 pandemic. This has led companies to re-assess the cost-benefit strategy of their outsourcing policies to account for factors beyond cost, including certainty of supply and production line resiliency. From a logistics perspective, many companies have discovered that it is significantly more efficient, effective and quicker to manage production, storage and logistics centers from some of the key geographies in Central and South America than from other more remote locations.

 

Our Core Geographies

 

Costa Rica

 

Our operations in Costa Rica are a key part of our strategy in Central and South America due to Costa Rica’s advanced infrastructure, attractive economic and commercial profile, and proximity to the United States. Costa Rica’s strategic location, diverse industrial production profile, pro-business government policies, and strong bilingual labor force make it highly attractive for multi-national enterprises that rely on logistics assets. We believe Costa Rica is well represented in the consumer, retail, distribution, food and beverage and other “basic needs” sectors, and also has a rapidly growing presence in the production of higher value-added goods including in the life sciences and medical device manufacturing industries.

 

Costa Rica’s largely upper-middle income population has experienced steady economic growth over the past 25 years, according to the World Bank. According to the United Nations, as of 2022, the median age in Costa Rica was 33. As this younger population ages and seeks employment and economic independence, we expect a significant increase in domestic consumption rates and growth in the manufacturing and logistics sectors. E-Commerce has expanded rapidly in Costa Rica with its internet penetration rate outpacing much of the rest of the region. As of the end of 2021, over 80% of Costa Rica’s population had internet access, according to the World Bank.

 

Costa Rica attracts business operations and commerce from many multinational corporations. Costa Rica’s pro-business government has consistently facilitated trade with other countries, including the United States. According to the Wilson Center, Costa Rica is a party to fifteen free trade agreements with 58 partners, providing favorable access to nearly three billion consumers. The World Bank’s “Ease of Doing Business 2021” report ranked Costa Rica 74 out of 190 countries worldwide in terms of conditions for opening and doing business, and 4 out of 18 countries in Latin America.

 

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According to FocusEconomics, Costa Rica’s GDP ranks among the largest economies in Latin America and is expected to grow consistently over the next few years, as shown below:

 

 

Source: FocusEconomics

 

Costa Rica’s economy is diversified among a number of sectors, including agriculture, industrial, manufacturing and services. Industrial production has grown steadily over the past decade, representing one fifth of the economy in 2022, according to the World Bank. Manufacturing has also become a significant driver of GDP in Costa Rica, representing nearly 15% of its aggregate GDP in 2022, according to the World Bank.

 

The government of Costa Rica has historically maintained disciplined financial and monetary policies. According to FocusEconomics, inflation in Costa Rica ranks among the lowest in Latin America, making it a constructive environment for our operations and the operations of our multinational customers, as shown below:

 

 

Source: FocusEconomics

 

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Costa Rica is centrally located between North America and a number of key markets across Central and South America. As a result, according to the ITA, Costa Rica has become a core import and export logistics hub with a balanced trade mix, which we believe makes its industrial real estate assets attractive. According to the World Bank, imports and exports of goods represented 35% and 37% of GDP, respectively, in 2021, as distributed below by country:

 

 

Costa Rica’s airports, seaports and railways comprise some of the most advanced infrastructure in Latin America. As of 2018, Costa Rica has 161 airports, numerous ports along both the Pacific and Caribbean coasts, and more than 3,107 miles of roads linking major urban centers and towns, according to FocusEconomics. Distribution through and within Costa Rica requires sophisticated storage and distribution assets for warehousing and logistics services. Despite being a mature economy, Costa Rica suffers from a shortfall of institutional logistics assets in key population centers. According to Euromonitor, Costa Rica’s logistics real estate penetration, measured in terms of industrial GLA (sqm) per capita, is 0.8, which is relatively low compared to the United States at 9.6. We believe that Costa Rica will narrow its logistics gap over time as compared to more developed economies, in particular as e-Commerce continues to grow in the region and nearshoring trends continue to accelerate. According to the Organisation for Economic Co-operation and Development (OCDE), Costa Rica has attracted significant foreign direct investment in recent years, helping it build a more “knowledge-based” economy and inserting the country more frequently into advanced manufacturing supply chains. According to Statista, the logistics costs of third-party retailers in Costa Rica are expected to grow to more than $8 billion by 2027.

 

Peru

 

We focus on our operations in Peru as a key part of our business strategy in South America to leverage the country’s improving macroeconomic fundamentals and investment-friendly environment. The Peruvian government’s focus on sound fiscal management and macroeconomic fundamentals has contributed to the country’s region-leading economic growth and reduced poverty rates over the past two decades, according to ITA. Peru fosters a predictable investment environment, including strong contract and property rights protections. The private sector comprised over two-thirds of total investment in Peru in 2021, according to the U.S. Department of State.

 

Peru is an upper middle-income country with approximately one-third of the population, or about 10 million people, residing in Lima, where our assets are located. According to the United Nations, the median age of Peru’s population is approximately 29 years old, likely indicating that much of Peru’s population is seeking employment and economic independence, contributing to an increase in domestic consumption, and driving an expansion of the manufacturing and logistics sectors. Peru has a strong workforce with over 35% of the population aged 25 and older having post-secondary education, according to Statista.

 

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Peru also exhibits strong macroeconomic fundamentals. Public debt as a percentage of GDP was less than 40% in 2022, according to the FocusEconomics, which has enabled Peru to maintain its investment grade rating despite some recent political instability. According to FocusEconomics, Peru’s GDP has grown at an annual rate above 2.5% in four out of the last six years and is expected to grow at an average rate of 2.7% over the next five years, as shown below. GDP growth has been accompanied by relatively stable inflation levels managed by the Central Reserve Bank of Peru, whose primary mandate is to control price increases. According to FocusEconomics, inflation is expected to remain moderate through 2027, as shown below:

 

 

Source: FocusEconomics

 

The unemployment rate has also remained stable over the past decade, outside of the pandemic, as shown below:

 

 

Source: FocusEconomics

 

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The Peruvian economy relies on commodity exports based on its significant mining, fishing and energy resources. According to the ITA, Peru is the second largest producer in the world of copper, silver and zinc, and Latin America’s largest producer of gold as of 2022. As of August 2022, Peru had approximately 200 operating mines and several large projects ready for development. In 2022, direct employment in the mining sector in Peru grew to over 230,000 workers, representing nearly 5% growth over the prior year, according to the ITA. As of August 2022, the United Kingdom is Peru’s largest foreign mining investor, followed by China, Canada, the United States and Mexico. As of December 2021, Peru’s manufacturing sector represents nearly a quarter of its GDP and is closely tied to mining, fishing, agriculture, construction and textiles, according to the World Bank. According to the World Bank, Peruvian imports and exports of goods represented approximately 26.5% and 29.5% of GDP, respectively, in 2021, as distributed below by country:

 

 

 

According to the ITA, Peru’s National Infrastructure Plan identified a national infrastructure gap in 2019 of more than $100 billion, which it expects will be filled over the next two decades. The following sectors accounted for the majority of the shortfall: transportation (44%), sanitation (20%) and healthcare (16%), highlighting the expected public and private investment in Peru’s infrastructure. According to the World Bank, significant structural opportunities exist for the Peruvian economy including reducing the relative size of the “informal” sector, which is neither taxed nor monitored by the government, and improving the quality of government services. We believe that Peru’s ability to overcome these challenges will be critical drivers of its long-term growth.

 

According to the ITA, the COVID-19 pandemic accelerated the growth of e-Commerce in Peru. Prior to the pandemic less than 2% of the more than five million registered businesses in Peru sold through an e-Commerce channel, but this amount quadrupled by the end of 2021. According to Peruvian Chamber of eCommerce (CAPECE), e-Commerce in Peru grew by 55% from 2020 to 2022, accounting for over $9 billion in 2022. The Peruvian government also established a task force in 2020 that is focused on online payments to facilitate e-Commerce transactions.

 

According to the U.S. Department of State, the Peruvian government’s economic stabilization and liberalization program lowered trade barriers, eliminated restrictions on capital flows, and opened the economy to foreign investment, resulting in Peru having one of the most open investment regimes in the world. Peru is well integrated into the global economy, including through the United States-Peru Trade Promotion Agreement, or PTPA, of 2009. Under the PTPA, U.S. consumer and industrial goods and nearly all agricultural exports to Peru are not subject to tariffs, and there are no quantitative import restrictions. Peru is also party to other trade agreements, including the China-Peru Free Trade Agreement of 2009 and free trade agreements with Japan and the European Union, making Peru and attractive country for commerce.

 

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Colombia

 

We focus on our operations in Colombia as a key part of our South American strategy to leverage its strong GDP, commercial development, macroeconomic profile, and proximity to Central America and the United States. Colombia is the fourth largest economy in Latin America and has the third largest population in the region with over 50 million people as of 2021, according to the ITA. Seven cities in Colombia, including Bogota, Medellin, Cali, Barranquilla, Cartagena, Pereira, and Bucaramanga, have more than one million people each, making them attractive submarkets for the logistics industry. Colombia has five major commercial hubs including Bogota, Medellin, Cali, Barranquilla and Cartagena, offering U.S. exporters access to multiple commercial centers. According to the World Bank, Colombian imports and exports of goods represented approximately 23.9% and 16.3% of GDP, respectively, in 2021, as distributed by country below:

 

 

Colombia has attracted over $1 billion in investment from 60 companies since the Colombian government began promoting nearshoring in 2019, according to La Republica. According to the Office of the U.S. Trade Representative, the United States-Colombia Trade Promotion Agreement (“TPA”) has improved the investment environment by eliminating tariffs and other barriers to U.S. exports, expanding trade and promoting economic growth in both countries. In 2012, when the TPA was entered into force, the International Trade Commission (“ITC”) estimated that the tariff reductions will expand exports of U.S. goods by more than $1 billion. According to the U.S. Department of State, the United States is Colombia’s largest trading partner as of 2022, accounting for about a third of Colombia’s total trade, and Colombia is a top ten supplier of crude oil to the United States. As of 2022, Colombia is the fifth largest export market in the Western Hemisphere, according to the U.S. Department of State.

 

Colombia has a track record of prudent macroeconomic and fiscal management that includes a focus on managing inflation, a flexible exchange rate, and a “rules-based” fiscal framework designed to promote macroeconomic stability over time. Colombia’s GDP has grown steadily over the last six years, including growth rates of 11.0% and 7.3% in the last two years, respectively, according to FocusEconomics. The economy is expected to grow at an average rate of approximately 2.5% per year from 2023 through 2027, as shown below.

 

 

Source: FocusEconomics

 

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GDP growth has been accompanied by relatively stable inflation levels, outside of the pandemic, as shown below:

 

 

Source: FocusEconomics

 

The unemployment rate in Colombia is also expected to continue its recent downward trend over time, according to the FocusEconomics:

 

 

Source: FocusEconomics

 

According to the United Nations, the median age of Colombia’s population is approximately 28 years old, as of 2022, creating a strong labor base. As the population continues to age, search for jobs, buy homes and seek economic independence, an increase in domestic consumption is expected. In addition, we believe that the aging of the Colombian population will positively impact the manufacturing and logistics sectors in order to address the increased demand from this larger, economically-active sector of the population. As of March 2023, the labor force participation rate, or the number of persons who are employed or seeking employment divided by the total working-age population, is nearly two-thirds, according to Trading Economics. This indicates a strong labor force and a high labor availability rate to support the growing economy. Colombia has diversified industry and trade sectors including financial services, manufacturing, arts, entertainment and recreation, information and communication and mining. Colombia was the third largest e-Commerce distribution market in Latin America in 2022, according to Statista.

 

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Other Potential Target Geographies, Including Mexico

 

We intend to expand our future operations into new countries over time, including deepening “dollarized” Central American and Caribbean economies such as Mexico, Panama, Ecuador and Chile. We believe these new target markets have attractive growth prospects and exhibit many of the same attractive economic characteristics as our existing target markets. We have also selected these markets as they are core to our tenants’ regional logistics needs and are underpenetrated with respect to industrial GLA per capita. We believe that Mexico in particular can be a significant expansion market for us. Our management team and our majority shareholder, Jaguar, have a long history of developing industrial real estate platforms in Mexico. Mexico is characterized by high population and consumption growth, a pro-trade government, and monetary and fiscal policy that make it a highly attractive market for a number of our tenants. Mexico’s GDP was $1.4 trillion in 2022, making it one of the largest economies in Latin America according to FocusEconomics, with forecasted GDP growth between approximately 1.5%-2.5% per annum between 2023 and 2027. Supporting this growth is a particularly strong labor market with forecasted unemployment below 4% through 2027, according to FocusEconomics, as shown below:

 

 

Source: FocusEconomics

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF LLP

 

The following discussion and analysis of the financial condition and results of operations should be read together with our audited consolidated financial statements as of December 31, 2022 (restated) and 2021 (restated) and for the years then ended and our unaudited condensed consolidated financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 (restated), together with related notes thereto, included elsewhere in this proxy statement/prospectus. The discussion and analysis should also be read together with the sections entitled “Information About LLP” and “Unaudited Pro Forma Condensed Combined Financial Information.” The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of our control. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this proxy statement/prospectus. Certain total amounts may not foot due to rounding.

 

LLP is a corporation organized under the laws of the Republic of Panama. LLP is a fully-integrated, internally managed real estate company that develops, owns and manages a diversified portfolio of warehouse logistics assets in Central and South America. We focus on modern Class A logistics real estate in high growth and high barrier-to-entry markets that are undersupplied and have low penetration rates. We believe we are a leading institutional development, industrial and logistics platform operating in our three countries of operation today — Costa Rica, Colombia and Peru. We have significant expertise in designing and developing logistics assets, which we own, manage and lease on a long-term basis. Our strategic footprint and operational expertise enable us to provide our tenants with “last mile” distribution capabilities that are critical to logistics infrastructure and well located to take advantage of the strengthening “nearshoring” and e-Commerce trends. Our high quality and diversified tenant base is comprised of leading multinational customers that operate primarily in the consumer retail, e-Commerce, consumer packaged goods, and business-to-business distribution sectors, including Inter IKEA Systems B.V., Samsung Electronics Co., The Kraft Heinz Company, DHL, Cargill Inc., PriceSmart Inc., and Natura & Co Holding S.A.

 

The following table presents a summary of our aggregate real estate portfolio as of September 30, 2023 and for the nine months then ended, and as of December 31, 2022 and 2021 and for each of the years then ended, respectively.

 

   As of and for the nine months ended
September 30,
    As of and for the years ended
December 31,
 
   2023     2022   2021 
Number of operating real estate properties    28      24    22 
Operating GLA (sq. ft)    4,615,760      4,037,886    3,388,446 
Leased area (sq. ft) (1)    5,098,759      4,820,273    4,176,284 
Number of tenants    53      51    43 
Average rent per square foot (US$ per year)  $ 7.55     $ 6.88   $ 7.10 
Weighted average remaining lease term (years)    5.5      6.2    7.1 
Stabilized occupancy rate (% of GLA)    99.4 %    99.6%   97.9%
Total rental revenue  $ 27,793,027     $ 31,890,569    $ 25,526,931  
US$ denominated revenue as a % of total revenue(2)     78.2 %    81.9%   81.4%

 

(1)

Includes operating properties and properties under development that are subject to a lease.

(2) Based on foreign currency exposure as of period end.

 

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Our portfolio is well located and highly diversified, as shown below:

 

    As of and for the nine months ended September 30, 2023  
    Total
GLA
    % of Portfolio GLA    

Rental

Income

    % of Rental Income     Number of Buildings  
    (in sq ft)     (%)     (US$)     (%)        
Costa Rica     2,355,656       51 %   $ 14,736,412       53 %   18  
Colombia     1,255,409       27 %   $ 6,007,582       22 %   5  
Peru     1,004,695       22 %   $ 7,049,033       25 %   5  
Total     4,615,760       100 %   $ 27,793,027       100 %   28  

 

   As of and for the year ended December 31, 2022 
   Total
GLA
  

% of Portfolio GLA

  

Rental

Income

   % of Rental Income   Number of Buildings 
   (in sq ft)   (%)   (US$)   (%)     
Costa Rica   1,889,095    47%  $17,849,043    56%  15 
Colombia   1,144,099    28%  $5,690,569    18%  4 
Peru   1,004,692    25%  $8,350,957    26%  5 
Total   4,037,886    100%  $31,890,569    100%  24 

 

   As of and for the year ended December 31, 2021 
   Total
GLA
  

% of Portfolio GLA

  

Rental

Income

   % of Rental Income   Number of Buildings 
   (in sq ft)   (%)   (US$)   (%)     
Costa Rica   1,730,740    51%  $15,595,526    61%  15 
Colombia   799,220    24%  $4,714,197    18%  3 
Peru   858,486    25%  $5,244,208    21%  4 
Total   3,388,446    100%  $25,553,931    100%  22 

 

Since our inception, we have demonstrated a track record of performance and growth. Between December 31, 2021 and September 30, 2023, we grew our GLA by 36.2%, primarily through internal development efforts. Over time, we intend to continue to rely on our proven development capabilities and track record of executing on time and within budget. We pursue our development projects by leveraging our existing portfolio of strategic land positions that are either owned or contractually controlled to support our expansion strategy. As of September 30, 2023, our land reserves allow for potential development of approximately 2.2 million square feet of GLA across our existing markets. We target locations that meet our growth plans and support our existing multi-national tenants. We target average yields-on-cost, which we define as NOI to total estimated investment, that are 200 to 300 basis points above our estimates of where similar stabilized assets may trade. From a Return-on-Equity, or ROE, perspective, we target mid-to-high teens returns when we retain full ownership of our developments, and potentially higher returns when we partner with fee-paying local partners through joint ventures. As of September 30, 2023, we were in the process of developing three buildings with GLA of nearly half a million square feet and an expected total investment cost of approximately $32.0 million, of which approximately $16.8 million has been invested to date. In addition, we intend to continually evaluate potential asset acquisitions to complement our growth strategy.

 

Our business model is designed to generate predictable revenue from long-term leases with high quality tenants. We leverage our developments with attractive local debt, which we believe leads to compelling unit economics on our equity capital. Our revenue for the nine months ended September 30, 2023 and 2022 was $27.9 million and $23.7 million, respectively, representing a 17.7% increase. Our profit for the nine months ended September 30, 2023 and 2022 was $9.2 million and $14.0 million, respectively. Our Adjusted EBITDA increased from $16.0 million to $19.1 million for the nine months ended September 30, 2022 and 2023, respectively, and our Adjusted EBITDA margins have increased from 67.6% to 68.6%. In addition, at the property level, we have grown our Cash NOI from $17.7 million to $22.4 million for the nine months ended September 30, 2022 and 2023, respectively, representing an increase of 26.8%. Our Adjusted FFO for the nine months ended September 30, 2023 and 2022 was $(11.1) million and $(0.9) million, respectively. We generally target a loan-to-cost ratio of approximately 60% when we initially finance projects to meet our projected yields-on-cost and resulting ROE. For the nine months ended September 30, 2023, our net debt to Adjusted EBITDA and to investment properties was 11.6x and 45%, respectively, both of which we expect will fluctuate over time as we implement our strategy. We believe that our access to attractive local debt is a significant driver of our unit economics and overall yield profile. We intend to manage our long-term debt and maturity profile based on projected cash flows and access to capital. We also intend to opportunistically recycle a portion of our assets over time, including to help optimize our capital structure. For a reconciliation of Adjusted EBITDA, NOI, Adjusted FFO and net debt to the nearest IFRS measures, see “Summary Historical Consolidated Financial Information Of LLP—Non-IFRS Financial Measures and Other Measures and Reconciliations.”

 

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On August 15, 2023, we entered into the Business Combination Agreement with TWOA. Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination, Pubco will be the parent company of each of LLP and TWOA. The total consideration will be an amount equal to $286,000,000, payable in 28,600,000 Pubco Ordinary Shares, each valued at $10.00. TWOA Public Shareholders who do not redeem their TWOA ordinary shares in connection with the Business Combination will receive one Pubco Ordinary Share per TWOA ordinary share. The Business Combination Agreement does not provide for any purchase price adjustments.

 

Basis for the Preparation of Our Financial Information

 

Our financial statements included in this proxy statement/prospectus have been prepared in accordance with IFRS as issued by the IASB on the historical cost basis except certain investment properties that are measured at fair value at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, we take into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in our financial statements is determined on such a basis.

 

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

 

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities that we can access at the measurement date;
Level 2 fair value measurements are those derived from inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

 

Factors Affecting Our Results of Operations

 

Macroeconomic Conditions

 

Our business is significantly influenced by the general economic conditions in Costa Rica, Colombia, and Peru, which in turn affect our financial performance, portfolio value, and strategy execution. Changes in national, regional and global economic conditions can significantly impact us. Real estate markets are cyclical and are driven by investor perceptions of the overall economic outlook. Rising interest rates, reduced real estate demand, economic slowdowns, or recessions influence the real estate markets and any occurrence of these conditions could lead to weakened demand for our properties, decreased revenues, increased costs and lower asset values for us.

 

Factors such as currency devaluation, price instability, inflation, interest rate fluctuations, regulatory changes, taxation shifts, social and political unrest, and other economic developments can influence our outcomes, despite being beyond our control. Economic slowdowns, negative growth periods, increased inflation, or interest rates could reduce demand for our assets, lower their real value, or prompt a shift toward lower-quality assets. See “LLP Industry and Market Overview.”

 

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Rental Income

 

Our primary revenue stream comes from investment property rental income. The rental income from our property portfolio depends on our ability to maintain high occupancy rates and grow by acquiring, developing, or expanding properties.

 

As of September 30, 2023, December 31, 2022 and 2021, the occupancy rates for our stabilized properties were 99.4%, 99.6% and 97.9%, respectively. The rental income generated from our leased properties is influenced by our ability to collect rent payments according to lease agreements and our ability to raise rental rates. The growth in rental income also relies on our ability to acquire suitable properties meeting our investment criteria, develop them, and expand the GLA of existing properties where feasible. Future rental income could be affected by positive or negative trends in our tenants’ businesses and the regions where we operate.

 

Lease Expirations

 

Our results of operations are influenced by our ability to re-lease space before leases expire or promptly upon the expiration of a lease. Results are also affected by economic and competitive conditions in the markets where we operate as well as the desirability of our individual properties. We utilize a proactive leasing strategy, maintaining regular communication with tenants to understand the needs of their respective operations and frequently visiting properties. Continuous discussions with tenants involve their plans for existing space and potential expansions. Our senior management team uses their market insights to establish connections with potential local, regional, and national tenants that may complement our current customer base. As of September 30, 2023 our existing asset lease contracts scheduled to expire in 2024 and 2025 represented 7.3% and 8.8%, respectively, of our Leased GLA.

 

Competition

 

We face local competition from other buyers, developers, and operators of industrial properties in Costa Rica, Colombia, and Peru. Some of these competitors strive to provide similar products and pursue properties in our target markets. Increased competition in the future could limit our ability to develop and acquire desired properties on favorable terms. Furthermore, increased competition might impact the occupancy rates of our properties, influencing our financial results. We could also face pressure to lower our rental rates or offer rent reductions, improvements, early termination privileges, or favorable lease renewal options to tenants in order to retain them upon lease expiration due to competitive pressures.

 

Property Operating Costs

 

Our property operating costs consist mainly of repairs and maintenance, property management, utility charges, property taxes, and other property-related costs. Most property operating costs are recovered through rental recovery fees charged to tenants. All of our leases are classified as operating leases. Furthermore, a significant portion of our leases are modified gross leases, which is a type of rental agreement where the tenant pays the base rent and a proportional share of certain investment property operating expenses. Although we can recover most of the investment property operating expenses, it is ultimately our responsibility to pay for the operating expenses.

 

Inflation

 

Most of our leases contain provisions designed to mitigate the adverse impact of inflation. Rental income is typically adjusted annually and is contractually indexed for inflation based on local or US CPI, or by a fixed percentage agreed with the client. In addition, some contracts contain a fixed increase amount, which may be higher than inflation. Furthermore, our leases could expose us to potential rises in non-reimbursable property operating expenses, which includes potential costs linked to vacant premises. Additionally, we believe that certain current rental rates within our leases due for renewal are below the current market rates for similar spaces. Upon renewal or re-leasing, adjustments to these rates to align with or approach current market levels may counterbalance the impact of inflationary expense pressures associated with our leased properties. We also have exposure to inflation with respect to our development portfolio, as increases in materials and other costs related to our development activities might make it more expensive to develop properties. In addition, an increase in inflation may increase the replacement value of our real estate assets, and as such, the development of new assets may be adversely impacted if corresponding rental rates do not have a similar increase.

 

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Impact of COVID-19 Pandemic

 

In March 2020, the World Health Organization declared the novel strain of coronavirus a global pandemic and recommended containment and mitigation measures worldwide. The pandemic disrupted everyday life and markets worldwide, leading to significant business and supply-chain disruption, as well as broad-based changes in supply and demand. To mitigate the impact of the pandemic on our business and results of operations, we developed and executed strategies to adapt to the conditions and offer temporary relief to our customers through rent concessions. These concessions primarily included the deferral of the rent payment with a rent payment schedule, but there was no significant impact on revenue recognition or foregone revenue for the nine months ended September 30, 2023, and years ended December 31, 2022 and 2021. Our lending counterparties provided loan payment grace periods and debt service alleviation during the years ended December 31, 2022 and 2021, providing us with significant financial flexibility. The pandemic also had a significant impact on e-Commerce globally, as many customers shifted their buying behaviors online. The increase in e-Commerce volumes as a result of the pandemic provided a significant trend for demand for our assets. We believe that the increase of direct-to-consumer distribution model will lead to a sustained increase in the need for logistics facilities, however no assurance can be provided that this demand will be sustained.

 

Nearshoring Trends

 

Global events, such as the war in Ukraine as well as lingering effects of the COVID-19 pandemic, have led companies to rethink their supply chains and explore ways to expand or relocate production facilities that are closer to U.S. headquarters and end markets. As a result, the countries in which we operate might be positioned to benefit from strengthening nearshoring dynamics. This would result in greater supply chain security and reduce long shipping routes while minimizing sensitivities to global disruptions in trade linkages.

 

Development

 

Our business relies in part on the successful, on-time and on-budget development of new properties in order to increase GLA. We have a proven track record of executing our development strategy, however, our operations could be impacted by construction work delays, increased supply chain costs, shortage of qualified labor in our geographies or changes or difficulties in the permitting and regulatory environment.

 

Key Components of Operating Results

 

Revenue

 

LLP generates revenue through investment property rental income and development fees.

 

Investment property rental income primarily consists of rental payment from tenants through operating lease agreements. LLP’s leases qualify as operating leases, and LLP transfers the right of use of the property and the related services to the lessee on a straight-line basis. This is included as rental revenue on LLP’s consolidated statements of profit or loss and comprehensive loss.

 

Development fees are determined in accordance with the terms specified on each arrangement with customers. The fees are recognized as revenue when they are earned under the agreement with customers. This is included in other revenue in LLP’s consolidated statements of profit or loss and comprehensive loss.

 

Investment property operating expense

 

Investment property operating expense primarily includes the direct operating expenses of the property such as repairs and maintenance, property taxes, insurance, and utilities, among others. Property operating expenses are mostly recovered through the rental recoveries charged to the tenants.

 

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General and administrative expense

 

General and administrative expenses include personnel and related operating costs of the business support functions, including finance and accounting, legal, human resources, administrative, as well as services and professional fees, office expenses, and bank service charges.

 

Investment property valuation gain

 

Investment property valuation gain is the investment properties’ change in fair value. The valuation analysis is performed by an external firm, which determines the fair market value of the investment properties. The fair market value of an investment property depends on the type of property. LLP holds operating properties, properties under development, and land.

 

Interest income from affiliates

 

Interest income from affiliates mainly consists of interest generated by issuing notes to related parties and key personnel. The main terms of the notes are payment of the balance at maturity including interest receivable, the possibility of early payments without penalty, guarantees over ordinary shares, and promissory notes.

 

Financing costs

 

Financing costs consist of interest expense, debt modification or extinguishment costs, costs of raising debt, and amortization expense of deferred financing costs. These costs include various fees and charges associated with the process of issuing debt, refinancing the debt, and other fees and commissions paid to third parties involved in the financing process. Debt modification or extinguishment gain or loss is incurred when a company modifies or terminates its debt terms before the scheduled maturity date. Interest expense represents the interest costs incurred through mortgage loans and bridge loans.

 

Net foreign currency gain (loss)

 

Net foreign currency consists of the net profit or loss generated through the settlement of monetary items or the translation of monetary items at rates different from those at which they were translated upon initial recognition. The settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition.

 

Gain (loss) on sale of investment property

 

Loss on sale of investment property consists of profit or loss recognized through disposal of LLP’s held-for-sale investment properties. The properties are carried at fair value prior to disposal. Disposals of LLP’s properties require a deduction of the cost of selling the property from the fair value price, which may result in a loss on the sale.

 

Gain on sale of asset held for sale

 

Gain on sale of investment property consists of profit or loss recognized through disposal of LLP’s held-for-sale investment properties. The properties are carried at fair value prior to disposal. Disposals of LLP’s properties require a deduction of the cost of selling the property from the fair value price, which may result in a gain on the sale.

 

Other expenses

 

Other expenses consist of transaction-related costs, losses on the disposition of fixed assets, and legal provision expenses.

 

Other income

 

Other income consists of interest income and gain or loss on the sale of fixed assets.

 

Income tax (expense) benefit

 

Income tax expense refers to the amount of tax owed to the relevant tax authority. Income tax on the profit comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted as of the reporting date, and any adjustments to tax payable in respect of previous periods. Deferred tax is recognized using the balance sheet liability method in accordance with IAS 12 on taxable temporary differences between the tax base and the accounting base of items included in the consolidated statement of financial position of LLP.

 

LLP’s Segments

 

LLP’s three reportable segments are the geographic regions LLP operates in, Colombia, Peru and Costa Rica. The three geographic segments primarily derive revenue from various operating lease agreements with customers for the rental of warehouses. LLP’s portfolio is strategically located within key trade and logistics corridors in the capital cities of Costa Rica, Colombia and Peru to conduct commercial operations.

 

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Costa Rica: As of September 30, 2023, Costa Rica is LLP’s largest operating segment, with 18 buildings and holding an Operating GLA of 2.4 million square feet.

 

Colombia: As of September 30, 2023, Colombia has 5 buildings and holds an Operating GLA of 1.3 million square feet with a land reserve of 50.6 acres.

 

Peru: As of September 30, 2023, Peru has 5 buildings and holds an Operating GLA of 1.0 million square feet with a land reserve of 50.9 acres.

 

Revenue by segment

 

LLP management analyzes revenue by comparing actual monthly revenue to internal projections and prior periods across the operating segments in order to assess performance, identify potential areas for improvement, and determine whether the segments are meeting management’s expectations.

 

Segment Net Operating Income (NOI)

 

LLP management defines NOI as revenue without other revenue (which primarily relates to development fee revenue) less investment property operating expense. LLP management uses NOI by segment to assess financial performance at the segment level.

 

Results of Operations – Three Months ended September 30, 2023, compared to Three Months ended September 30, 2022

 

  

For The Three Months Ended

September 30,

             
   2023     2022     $ Change     % Change  
REVENUE                               
Colombia  $ 2,226,178     $ 1,467,158     $ 759,020       51.7 %
Peru    2,360,078       2,265,929       94,149       4.2 %
Costa Rica    5,589,037       4,422,055       1,166,982       26.4 %
Other    38,896       96,848       (57,952 )     (59.8 )%
Total revenues    10,214,189       8,251,990       1,962,199       23.8 %
                                
Investment property operating expense                               
Colombia    (261,035 )     (111,814 )     (149,221 )     133.5 %
Peru    (422,608 )     (322,398 )     (100,210 )     31.1 %
Costa Rica    (825,401 )     (907,403 )     82,002       (9.0 )%
Total investment property operating expense    (1,509,044 )     (1,341,615 )     (167,429 )     12.5 %
General and administrative    (2,519,836 )     (1,277,916 )     (1,241,920 )     97.2 %
Investment property valuation gain    9,826,109       1,686,881       8,139,228       482.5 %
Interest income from affiliates    159,850       159,850       -       0.0 %
Financing costs    (5,646,861 )     (4,013,345 )     (1,633,516 )     40.7 %
Net foreign currency gain (loss)    13,595       (43,860 )     57,455       (131.0 )%
Other income    31,703       27,980       3,723       13.3 %
Other expenses    (3,345,296 )     (249,547 )     (3,095,749 )     1,240.5 %
Profit before taxes    7,224,409       3,200,418       4,023,991       125.7 %
Income tax expense    (4,853,279 )     (3,088,378 )     (1,764,901 )     57.1 %
PROFIT FOR THE PERIOD  $ 2,371,130     $ 112,040     $ 2,259,090       2,016.3 %

 

186
 

 

The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and related notes. The following table presents information from our consolidated statements of profit or loss and comprehensive loss for the three months ended September 30, 2023 and 2022:

 

Revenue: Revenue increased by $2.0 million, or 23.8%, to $10.2 million for the three months ended September 30, 2023 from $8.2 million for the three months ended September 30, 2022. This was primarily attributable to an increase of warehouse rental revenue of $1.8 million, rental recoveries of $0.2 million, other property revenues of $0.1 million, and partly offset by a decrease of patio rental income of $0.1 million. The $1.8 million increase in warehouse rental revenue is primarily attributable to the growth in Occupied GLA, which expanded from 4.0 million square feet as of September 30, 2022 to 4.8 million square feet as of September 30, 2023. The $0.2 million increase in rental recoveries is primarily due to LLP beginning to charge rental recovery fees to tenants in Peru in the second quarter of 2022.

 

Colombia – Revenue in Colombia increased by $0.7 million, or 51.7%, to $2.2 million for the three months ended September 30, 2023 from $1.5 million for the three months ended September 30, 2022. This was primarily attributable to two additional buildings became operational starting after September 30, 2022, which contributed to a total Occupied GLA increase of approximately 148,000 square feet or 12%. The average rental price per square feet also increased by 28% as of September 30, 2023 compared with September 30, 2022.

 

Peru – Revenue in Peru increased by $0.1 million, or 4.2%, to $2.4 million for the three months ended September 30, 2023 from $2.3 million for the three months ended September 30, 2022. This was primarily attributable to a total Occupied GLA increase of approximately 93,000 square feet or 9%. The average rental price per square feet also increased by 4% as of September 30, 2023 compared to September 30, 2022. The increase is partially offset by a decrease of rent due to a renegotiation of lease terms with a tenant.

 

Costa Rica – Revenue in Costa Rica increased by $1.2 million, or 26.4%, to $5.6 million for the three months ended September 30, 2023 from $4.4 million for the three months ended September 30, 2022. This was primarily attributable to three buildings becoming operational which increased occupied GLA by 156,000 square feet during the fourth quarter of 2022, 122,000 square feet during the first quarter of 2023 and 431,000 square feet during third quarter of 2023.

 

Investment property operating expense: Investment property operating expense increased by $0.2 million, or 12.5%, to $1.5 million for the three months ended September 30, 2023 from $1.3 million for the three months ended September 30, 2022. This was primarily attributable to a decrease of expected credit loss of $0.2 million due to a tenant who was experiencing financial difficulties during 2022 which was resolved in 2023, and an increase of repair and maintenance expenses of $0.2 million, property management expenses and other property related expenses of $0.1 million, and real estate taxes of $0.1 million resulting from the increase in operating properties.

 

Colombia – Investment property operating expense in Colombia increased by $0.2 million, or 133.5%, to $0.3 million for the three months ended September 30, 2023, from $0.1 million for the three months ended September 30, 2022. This was primarily attributable to an increase in repairs and maintenance, real estate taxes and other property related expenses, and resulting from two additional buildings being in operation during the three months ended September 30, 2023 compared to 2022.

 

The investment property operating expense was 11.7% of revenue for the three months ended September 30, 2023, compared to 7.6% of revenue for the three months ended September 30, 2022. The Segment NOI was $2.0 million for the three months ended September 30, 2023, as compared to $1.4 million for the three months ended September 30, 2022. This is due to property operating expenses increasing at a slightly higher rate than revenue due to an increase in real estate taxes resulting from a reassessment that occurs every five years.

 

Peru – Investment property operating expense in Peru increased by $0.1 million, or 31.1%, to $0.4 million for the three months ended September 30, 2023, from $0.3 million for the three months ended September 30, 2022. This was primarily attributable to an increase in repairs and maintenance, real estate taxes and other property related expenses, and property management expenses during the three months ended September 30, 2023 compared to 2022.

 

The investment property operating expense was 17.9% of revenue for the three months ended September 30, 2023, compared to 14.2% of revenue for the three months ended September 30, 2022. The Segment NOI remained stable at $1.9 million for the three months ended September 30, 2023 and 2022. The increase in investment property operating expenses as a percentage of revenue increased primarily due to additional real estate taxes being accrued for a reassessment.

 

Costa Rica – Investment property operating expense in Costa Rica decreased by $0.1 million, or 9.0%, to $0.8 million for the three months ended September 30, 2023, from $0.9 million for the three months ended September 30, 2022. This was primarily attributable to a decrease of expected credit loss of $0.2 million due to a tenant who was experiencing financial difficulties during 2022 which was resolved in 2023, offset by an increase in repairs and maintenance, real estate taxes and other property related expenses, and property management expenses resulting from three more properties being in operation during the three months ended September 30, 2023 compared to 2022.

 

The investment property operating expense was 14.8% of revenue for the three months ended September 30, 2023, compared to 20.5% of revenue for the three months ended September 30, 2022. The Segment NOI was $4.8 million for the three months ended September 30, 2023, as compared to $3.5 million for the three months ended September 30, 2022. This is primarily due to revenue increasing at a higher rate than operating expenses primarily driven by the decrease in expected credit loss from the three months ended September 30, 2022.

 

General and administrative: General and administrative increased by $1.2 million, or 97.2%, to $2.5 million for the three months ended September 30, 2023, from $1.3 million for the three months ended September 30, 2022. This was primarily attributable to an increase of audit fees of $1.2 million.

 

Investment property valuation gain: Investment property valuation gain increased by $8.1 million, or 482.5%, to $9.8 million for the three months ended September 30, 2023, from $1.7 million for the three months ended September 30, 2022. This was primarily attributable to the change in the valuation assumptions from September 30, 2022 and September 30, 2023. The $8.1 million was mainly driven by the increase in fair value for the properties in Peru. The increase in valuation was driven from the adjustment in the CPI assumption, which increased from 2% as of September 30, 2022 to 3% as of September 30, 2023 due to the actual CPI outpacing the expected rate of increase.

 

Interest income from affiliates: Interest income from affiliates remained constant at $0.2 million for the three months ended September 30, 2023, and 2022.

 

Financing costs: Financing costs increased by $1.6 million, or 40.7%, to $5.6 million for the three months ended September 30, 2023, from $4.0 million for the three months ended September 30, 2022. This was primarily attributable to a $1.2 million increase in interest expense due to an increase in the debt balance and the increase in interest rates as the loans have variable interest rates. There were also loan extinguishment losses of $0.2 million in the three months ended September 30, 2023 and a decrease in loan modification gains of $0.3 million from the three months ended September 30, 2022. Additionally, there was an increase in general financing costs relating to the refinancing and issuance of new loans during the three months ended September 30, 2023.

 

Net foreign currency gain (loss): LLP recorded net foreign currency gain of less than $0.1 million for the three months ended September 30, 2023, compared to net foreign currency loss of less than $0.1 million for the three months ended September 30, 2022, which represents a change of $0.1 million or 131.0%. This is related to the exchange rate fluctuations for the Colombian Peso, Peruvian Sol, and Costa Rican Colon year over year.

 

The following table summarizes the foreign currency exchange rates for the U.S. dollar as of September 30, 2023 and 2022:

 

  

As of September 30,

Exchange Rate

 
   2023   2022 
               
Costa Rican Colones  CRC 535    CRC 625  
Peruvian Soles  PEN 3.790    PEN 3.965  
Colombian Pesos  COP 4,054    COP 4,532  

 

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Other income: Other income increased by less than $0.1 million, or 13.3%, to $0.1 million for the three months ended September 30, 2023 from $0.1 million for the three months ended September 30, 2022. This was primarily attributable to an increase of bank interest income of less than $0.1 million.

 

Other expense: Other expense increased by $3.1 million, or 1,240.5%, to $3.3 million for the three months ended September 30, 2023 from $0.2 million for the three months ended September 30, 2022. This was primarily attributable to transaction costs related to the Business Combination Agreement with TWOA entered into on August 15, 2023.

 

Income tax expense: Income tax expense increased by $1.8 million, or 57.1%, to $4.9 million for the three months ended September 30, 2023 from $3.1 million for the three months ended September 30, 2022. This was primarily attributable to the change in deferred tax assets or liabilities related to fluctuations in currency translation for investment properties and debt, and a movement in unrecognized deferred tax assets.

 

Results of Operations for the Nine Months ended September 30, 2023, compared to the Nine Months ended September 30, 2022

 

  

For the Nine Months Ended

September 30,

             
   2023     2022     $ Change     % Change  
REVENUE                               
Colombia  $ 6,007,582     $ 4,237,641     $ 1,769,941       41.8 %
Peru    7,049,033       6,237,308       811,725       13.0 %
Costa Rica    14,736,412       13,096,186       1,640,226       12.5 %
Other    74,916       97,303       (22,387 )     (23.0 )%
Total revenues    27,867,943       23,668,438       4,199,505       17.7 %
                                
Investment property operating expense                               
Colombia    (730,411 )     (410,565 )     (319,846 )     77.9 %
Peru    (1,245,407 )     (914,029 )     (331,378 )     36.3 %
Costa Rica    (2,056,320 )     (2,577,350 )     521,030       (20.2 )%
Total investment property operating expense    (4,032,138 )     (3,901,944 )     (130,194 )     3.3 %
General and administrative    (4,834,222 )     (3,950,419 )     (883,803 )     22.4 %
Investment property valuation gain    21,688,490       9,689,406       11,999,084       123.8 %
Interest income from affiliates    474,338       401,522       72,816       18.1 %
Financing costs    (23,283,779 )     (7,077,622 )     (16,206,157 )     229.0 %
Net foreign currency gain (loss)    243,367       146,939       96,428       65.6 %
Gain (loss) on sale of investment property     -       87,976       (87,976 )     (100.0 )%
Gain (loss) on sale of asset held for sale     1,022,853       -       1,022,853       100.0 %
Other income    131,213       67,803       63,410       93.5 %
Other expenses    (3,483,718 )     (334,861 )     (3,148,857 )     940.3 %
Profit before taxes    15,794,347       18,797,238       (3,002,891 )     (16.0 )%
Income tax expense    (6,632,916 )     (4,752,535 )     (1,880,381 )     39.6 %
PROFIT FOR THE PERIOD  $ 9,161,431     $ 14,044,703     $ (4,883,272 )     (34.8 )%

 

188
 

 

The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and related notes. The following table presents information from our consolidated statements of profit or loss and comprehensive loss for the nine months ended September 30, 2023 and 2022:

 

Revenue: Revenue increased by $4.2 million, or 17.7%, to $27.9 million for the nine months ended September 30, 2023 from $23.7 million for the nine months ended September 30, 2022. This was primarily attributable to an increase of warehouse rental revenue of $4.1 million, rental recoveries of $0.6 million, and other property revenues of $0.2 million, offset by a decrease of rental income for parking spots of $0.8 million. The $4.1 million increase in warehouse rental revenue is primarily attributable to the growth in Occupied GLA, which expanded from 4.0 million square feet as of September 30, 2022 to 4.8 million square feet as of September 30, 2023, representing a 19.6% increase. The $0.6 million increase in rental recoveries is primarily due to the increase in rental recovery fees related to common area maintenance and utilities.

 

Colombia – Revenue in Colombia increased by $1.8 million, or 41.8%, to $6.0 million for the nine months ended September 30, 2023 from $4.2 million for the nine months ended September 30, 2022. This was primarily attributable to two additional buildings being in operation since September 30, 2022, which contributed to a total Occupied GLA increase of approximately 148,000 square feet or 12%. The average rental price per square feet also increased by 28% as of September 30, 2023 compared with September 30, 2022.

 

Peru – Revenue in Peru increased by $0.8 million, or 13.0%, to $7.0 million for the nine months ended September 30, 2023 from $6.2 million for the nine months ended September 30, 2022. This was primarily attributable to a total Occupied GLA increase of approximately 93,000 square feet or 9%. The average rental price per square feet also increased by 4% as of September 30, 2023 compared to September 30, 2022.

 

Costa Rica - Revenue in Costa Rica increased by $1.6 million, or 12.5%, to $14.7 million for the nine months ended September 30, 2023 from $13.1 million for the nine months ended September 30, 2022. This was primarily attributable to three buildings becoming operational which increased Occupied GLA by 156,000 square feet during the fourth quarter of 2022, 122,000 square feet during the first quarter of 2023 and 431,000 square feet during third quarter of 2023.

 

Investment property operating expense: Investment property operating expense increased by $0.1 million, or 3.3%, to $4.0 million for the nine months ended September 30, 2023 from $3.9 million for the nine months ended September 30, 2022. This was primarily attributable to a decrease of expected credit loss of $1.2 million due to a tenant who was experiencing financial difficulties during 2022 which was resolved in 2023 and an increase of repair and maintenance expenses of $0.7 million, property management expenses of $0.2 million, other property related expenses of $0.1 million, and real estate taxes of $0.4 million resulting from the increase in operating properties.

 

Colombia – Investment property operating expense in Colombia increased by $0.3 million, or 77.9%, to $0.7 million for the nine months ended September 30, 2023, from $0.4 million for the nine months ended September 30, 2022. This was primarily attributable to an increase in repairs and maintenance, real estate taxes and other property related expenses, and property management expenses resulting from two buildings being stabilized during the nine months ended September 30, 2023 than 2022.

 

The investment property operating expense was 12.2% of revenue for the nine months ended September 30, 2023, compared to 9.7% of revenue for the nine months ended September 30, 2022. The Segment NOI was $5.3 million for the nine months ended September 30, 2023, as compared to $3.8 million for the nine months ended September 30, 2022. This is primarily due to operating expenses increasing at a higher rate due to an additional 148,000 square feet of building being completed during the period, which results in slightly lower margins while the building becomes fully operational, offset by the increase in average rental price per square foot.

 

Peru – Investment property operating expense in Peru increased by $0.3 million, or 36.3%, to $1.2 million for the nine months ended September 30, 2023, from $0.9 million for the nine months ended September 30, 2022. This was primarily attributable to an increase in repairs and maintenance, real estate taxes and other property related expenses, and property management expenses during the nine months ended September 30, 2023 compared to the same period in 2022.

 

The investment property operating expense was 17.7% of revenue for the nine months ended September 30, 2023, compared to 14.7% of revenue for the nine months ended September 30, 2022. The Segment NOI was $5.8 million for the nine months ended September 30, 2023, as compared to $5.3 million for the nine months ended September 30, 2022. This is primarily due to operating expenses increasing at a higher rate compared to average rental price per square foot only slightly increasing by 4% from the prior period.

 

189
 

 

Costa Rica - Investment property operating expense in Costa Rica decreased by $0.5 million, or 20.2%, to $2.1 million for the nine months ended September 30, 2023, from $2.6 million for the nine months ended September 30, 2022. This was primarily attributable to a decrease of expected credit loss of $1.2 million, due to a tenant who was experiencing financial difficulties during 2022 which was resolved in 2023, offset by an increase in repairs and maintenance, real estate taxes and other property related expenses, and property management expenses resulting from three more properties becoming stabilized during the nine months ended September 30, 2023 than 2022.

 

The investment property operating expense was 14.0% of revenue for the year ended nine months ended September 30, 2023, compared to 19.7% of revenue for the nine months ended September 30, 2022. The Segment NOI was $12.7 million for the nine months ended September 30, 2023, as compared to $10.5 million for the nine months ended September 30, 2022. This is primarily due to revenue increasing at a higher rate than operating expenses primarily driven by the decrease in expected credit loss from the nine months ended September 30, 2022.

 

General and administrative: General and administrative increased by $0.8 million, or 22.4%, to $4.8 million for the nine months ended September 30, 2023 from $4.0 million for the nine months ended September 30, 2022. This was primarily attributable to an increase of audit fees of $1.2 million and other general and administrative expenses of $0.1 million, offset by a decrease of personnel cost of $0.4 million.

 

Investment property valuation gain: Investment property valuation gain increased by $12.0 million, or 123.8%, to $21.7 million for the nine months ended September 30, 2023 from $9.7 million for the nine months ended September 30, 2022. This was primarily attributable to a change in the valuation assumptions from September 30, 2022 to September 30, 2023. The $12.0 million increase was mainly driven by the increase in fair value of $10.5 million for the properties in Peru. The increase in fair value was driven from the adjustment in the CPI assumption, which increased from 2% as of September 30, 2022 to 3% as of September 30, 2023 due to the actual CPI outpacing the expected rate of increase. The increase was also driven by an increase in fair value of $3.3 million for a project in Costa Rica from September 30, 2022 to September 30, 2023. These developments resulted in a shift in the anticipated cash flows of the project, leading to the increase in its fair value.

 

Interest income from affiliates: Interest income from affiliates increased by $0.1 million, or 18.1%, to $0.5 million for the nine months ended September 30, 2023 from $0.4 million for the nine months ended September 30, 2022. This was primarily due to an increase in the related party loan balances.

 

Financing costs: Financing costs increased by $16.2 million, or 229.0%, to $23.3 million for the nine months ended September 30, 2023 from $7.1 million for the nine months ended September 30, 2022. This was primarily attributable to a $6.3 million increase in interest expense due to an increase in the debt balance and the increase in interest rates as the loans have variable interest rates. There were also loan extinguishment losses of $6.4 million in the nine months ended September 30, 2023 and a decrease in loan modification gains of $3.6 million from the nine months ended September 30, 2022. Additionally, there was an increase in general financing costs relating to the refinancing and issuance of new loans during the nine months ended September 30, 2023.

 

Net foreign currency gain (loss): LLP recorded a net foreign currency gain of $0.2 million for the nine months ended September 30, 2023, compared to a net foreign currency gain of $0.1 million for the nine months ended September 30, 2022, which represents a change of $0.1 million or 65.6%. This is related to the exchange rate fluctuations for the Colombian Peso, Peruvian Sol, and Costa Rican Colon year over year.

 

The following table summarizes the foreign currency exchange rates for the U.S. dollar as of September 30, 2023 and 2022:

 

  

As of September 30,
Exchange Rate

 
   2023   2022 
               
Costa Rican Colones  CRC 535    CRC 625  
Peruvian Soles  PEN 3.790    PEN 3.965  
Colombian Pesos  COP 4,054    COP 4,532  

 

190
 

 

Gain on sale of investment properties: Gain on sale of investment properties decreased by $0.1 million, or 100.0%, to zero for the nine months ended September 30, 2023 from $0.1 million for the nine months ended September 30, 2022. This was due to no investment properties being sold during the nine months ended September 30, 2023.

 

Gain on sale of asset held for sale: Gain on sale of asset held for sale increased by $1.0 million, or 100.0%, to $1.0 million for the nine months ended September 30, 2023 from zero for the nine months ended September 30, 2022. This was primarily attributable to one property that was sold during the nine months ended September 30, 2023.

 

Other income: Other income increased by less than $0.1 million, or 93.5%, to $0.1 million for the nine months ended September 30, 2023 from less than $0.1 million for the nine months ended September 30, 2022. This was primarily attributable to an increase of bank interest income of less than $0.1 million.

 

Other expense: Other expense increased by $3.1 million, or 940.3%, to $3.5 million for the nine months ended September 30, 2023 from $0.4 million for the nine months ended September 30, 2022. This was primarily attributable to transaction costs related to the Business Combination Agreement with TWOA entered into on August 15, 2023. Transfer tax expense increased by $2.7 million, or 5027.7%, to $2.8 million for the nine months ended September 30, 2023 from $0.1 million for the nine months ended September 30, 2022.

 

Income tax expense: Income tax expense increased by $1.8 million, or 39.6%, to $6.6 million for the nine months ended September 30, 2023 from $4.8 million for the nine months ended September 30, 2022. This was primarily attributable to the change in deferred tax assets or liabilities related to fluctuations in currency translation for investment properties and debt, a movement in unrecognized deferred tax assets, and tax on intercompany dividends.

 

Results of Operations for the year ended December 31, 2022 compared to the year ended December 31, 2021

 

The results of operations presented below should be reviewed in conjunction with LLP’s consolidated financial statements and related notes. The following table presents information from LLP’s consolidated statements of profit or loss for the years ended December 31, 2022 and 2021:

 

  

For The Year Ended

December 31,

         
   2022   2021   $ Change   % Change 
REVENUE                    
Colombia  $5,690,569   $4,714,197   $976,372    20.7%
Peru   8,350,957    5,244,208    3,106,749    59.2%
Costa Rica   17,849,043    15,595,526    2,253,517    14.4%

Other

   

92,998

    42,142    50,856    120.7%
Total revenues   31,983,567    25,596,073    6,387,494    25.0%
                     
Investment property operating expense                    
Colombia   (599,084)   (454,333)   (144,751)   31.9%
Peru   (1,288,280)   (1,037,161)   (251,119)   24.2%
Costa Rica   (3,520,075)   (2,595,871)   (924,204)   35.6%
Total investment property operating expense   (5,407,439)   (4,087,365)   (1,320,074)   32.3%
General and administrative   (4,609,195)   (5,394,201)   785,006     (14.6 )%
Investment property valuation gain    3,525,692    12,610,127    (9,084,435)   72.0%
Interest income from affiliates   561,372    424,838    136,534     (32.1 )%
Financing costs   (11,766,726)   (9,799,558)   (1,967,168)   20.1%
Net foreign currency gain (loss)   299,762    (707,570)   1,007,332     (142.4 )%
Loss on sale of investment properties   (398,247)   -    (398,247)   100.0%
Other income   100,127    151,391    (51,264)   33.9%
Other expenses   (611,173)   (1,367,647)   756,474     (55.3 )%
Profit before taxes   13,677,740    17,426,088    (3,748,348)    (21.5 )%
Income tax expense   (2,236,507)   (8,756,703)   6,520,196     (74.5 )%
PROFIT FOR THE YEAR  $11,441,233   $8,669,385   $2,771,848    32.0%

 

191
 

 

Revenue: Rental revenue increased by $6.4 million, or 25.0%, to $32.0 million for the year ended December 31, 2022 from $25.6 million for the year ended December 31, 2021. This was primarily attributable to:

 

an increase of $6.3 million in rental income from increase in the number of tenants and Occupied GLA. The number of tenants increased from 45 for the year ended December 31, 2021 to 50 for the year ended December 31, 2022, and expansion of Occupied GLA from existing tenants resulted in a 26.8% increase in Occupied GLA. Primary drivers include increase of $1.9 million related to the stabilization of two buildings in Costa Rica which increased Occupied GLA by 369,482 square feet and an increase of $2.0 million is related to the stabilization of two buildings in Peru which increased Occupied GLA by 335,812 square feet.
an increase of $0.3 million in rental income resulting from increases on rent from adjustments for inflation in accordance with our leases;
an increase of $0.2 million resulting from the reimbursement of expenses paid by us on behalf of our customers and accounted for under rental income;
and an increase of $0.1 million due to an increase in third party development fees.

 

This increase was partially offset by:

 

a decrease of US$0.6 million in rental income from leases that expired and were not renewed on 2022.

 

Colombia – Revenue in Colombia increased by $1.0 million, or 20.7%, to $5.7 million for the year ended December 31, 2022 from $4.7 million for the year ended December 31, 2021. This was primarily attributable to a 20.5% increase in leased square feet from December 31, 2021 to December 31, 2022.

 

Peru – Revenue in Peru increased by $3.1 million, or 59.2%, to $8.3 million for the year ended December 31, 2022 from $5.2 million for the year ended December 31, 2021. This was primarily attributable to a 5.7% increase in leased square feet from December 31, 2021 to December 31, 2022, as well as three properties that were operating for the full year ended December 31, 2022 as construction was completed during 2021.

 

Costa Rica - Revenue in Costa Rica increased by $2.3 million, or 14.4%, to $17.9 million for the year ended December 31, 2022 from $15.6 million for the year ended December 31, 2021. This was primarily attributable to a 17.1% increase in leased square feet from December 31, 2021 to December 31, 2022, as well as the increase in the number of real estate properties that were operating for the full year which increased from 11 during the year ended December 31, 2021 to 13 during the year ended December 31, 2022.

 

Investment property operating expense: Investment property operating expense increased by $1.3 million or 32.3%, to $5.4 million for the year ended December 31, 2022 from $4.1 million for the year ended December 31, 2021. This was primarily attributable to an increase of repairs and maintenance of $0.4 million, real estate taxes and other property related expenses of $0.2 million, and property management expenses of $0.3 million resulting from the growth in operating properties. In addition, there was an increase of $0.4 million in expected credit loss due to one tenant experiencing financial difficulties which was resolved subsequently in 2023.

 

Colombia – Investment property operating expense in Colombia increased by $0.1 million, or 31.9%, to $0.6 million for the year ended December 31, 2022 from $0.5 million for the year ended December 31, 2021. This was primarily attributable to an increase in repairs and maintenance, real estate taxes and other property related expenses, and property management expenses resulting from one property, previously under development, becoming operational during the year ended December 31, 2022.

 

The investment property operating expense was 10.5% of revenue for the year ended December 31, 2022 compared to 9.6% of revenue for the year ended December 31, 2021. The Segment NOI was $5.1 million for the year ended December 31, 2022 as compared to $4.3 million for the year ended December 31, 2021. This change is primarily as a result of an overall increase in operating costs from certain properties becoming stabilized during the year ended December 31, 2022.

 

Peru – Investment property operating expense in Peru increased by $0.3 million, or 24.2%, to $1.3 million for the year ended December 31, 2022 from $1.0 million for the year ended December 31, 2021. This was primarily attributable to an increase in repairs and maintenance, real estate taxes and other property related expenses, and property management expenses resulting from the increase in the number of properties that became operating properties during the year ended December 31, 2022 as compared to the year ended December 31, 2021.

 

The investment property operating expense was 15.4% of revenue for the year ended December 31, 2022 compared to 19.8% of revenue for the year ended December 31, 2021. The Segment NOI was $7.1 million for the year ended December 31, 2022 as compared to $4.2 million for the year ended December 31, 2021. The change was primarily due to rental revenue increases as a result of inflation, rental recoveries charged to tenants starting in the year ended December 31, 2022, and more properties becoming stabilized in 2022.

 

Costa Rica - Investment property operating expense in Costa Rica increased by $0.9 million, or 35.6%, to $3.5 million for the year ended December 31, 2022 from $2.6 million for the year ended December 31, 2021. This was primarily attributable to an increase in repairs and maintenance, real estate taxes and other property related expenses, and property management expenses resulting from the increase in the number of properties that became operating properties during the year ended December 31, 2022 as compared to the year ended December 31, 2021. In addition, there was an increase of $0.4 million in expected credit loss due to one tenant experiencing financial difficulties.

 

The investment property operating expense was 19.7% of revenue for the year ended December 31, 2022 compared to 16.6% of revenue for the year ended December 31, 2021. The Segment NOI was $14.3 million for the year ended December 31, 2022 as compared to $13.0 million for the year ended December 31, 2021. The change was mainly driven by the expected credit loss expense LLP recorded in the year ended December 31, 2022.

 

General and administrative: General and administrative decreased by $0.8 million or 14.6%, to $4.6 million for the year ended December 31, 2022 from $5.4 million for the year ended December 31, 2021. This was primarily attributable to a decrease of $0.7 million in employee bonuses. While the performance targets within LLP were achieved, the board decided against the bonus due to uncertainties regarding external market conditions.

 

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Investment property valuation gain: Investment property valuation gain decreased by $9.1 million or 72.0%, to $3.5 million for the year ended December 31, 2022 from $12.6 million for the year ended December 31, 2021. Typically, a substantial increase in fair value occurs when land is placed into development and to a lesser degree when subsequently placed into operation. The decrease in investment property valuation gain was a result of fewer properties being under development during the year ended December 31, 2022 compared to the year ended December 31, 2021. The fair value change of the corresponding investment properties was further discussed in Note 12 to LLP’s consolidated financial statements included elsewhere in this proxy statement/prospectus.

 

Interest income from affiliates: Interest income from affiliates increased by $0.2 million or 32.1%, to $0.6 million for the year ended December 31, 2022 from $0.4 million for the year ended December 31, 2021 primarily due to an increase in the related party and key personnel loan balances.

 

Financing costs: Financing costs increased by $2.0 million or 20.1%, to $11.8 million for the year ended December 31, 2022 from $9.8 million for the year ended December 31, 2021. This was primarily attributable to an increase of $6.1 million in interest expense due to increases in both the outstanding principal debt balances and the interest rates associated with LLP’s debt, and partially offset by an increase of $3.8 million in debt modification gains. There was also an increase of $0.3 million in deferred financing cost amortization.

 

Net foreign currency gain (loss): Net foreign currency increased by $1.0 million or 142.4%, to a net foreign currency gain of $0.3 million for the year ended December 31, 2022, from a net foreign currency loss of $0.7 million for the year ended December 31, 2021. This is primarily related to the exchange rate fluctuations for the Peruvian Sol and Costa Rican Colon, as these two countries have VAT receivables denominated in local currency that are impacted by the change in exchange rates.

 

The following table summarizes the foreign currency exchange rates for the U.S. dollar as of December 31, 2022 and 2021

 

   As of December 31, 
   Exchange Rate  
   2022   2021  
              
Costa Rican Colones  CRC 594   CRC 639  
Peruvian Soles  PEN 3.808   PEN 3.965  
Colombian Pesos  COP 4,810   COP 3,981  

 

Loss on sale of investment properties: Loss on sale of investment properties increased by $0.4 million or 100.0%, to $0.4 million for the year ended December 31, 2022, compared to the year ended December 31, 2021. This was due to the sale of two properties during the year ended December 31, 2022 with carrying values of $9.3 million for consideration of $8.9 million resulting in a loss of $0.4 million. No sales of properties occurred during the year ended December 31, 2021.

 

Other income: Other income decreased by $0.1 million or 33.9%, to $0.1 million for the year ended December 31, 2022 from $0.2 million for the year ended December 31, 2021. This was primarily attributable to a decrease in interest income earned on certificate of deposit accounts.

 

Other expense: Other expense decreased by $0.8 million or 55.3%, to $0.6 million for the year ended December 31, 2022 from $1.4 million for the year ended December 31, 2021. This was primarily attributable to a decrease in costs incurred for the unsuccessful Colombia initial public offering in 2021, offset by an increase in legal provision expense of $0.3 million.

 

Income tax expense: Income tax expense decreased by $6.5 million or 74.5%, to $2.2 million for the year ended December 31, 2022, from $8.8 million for the year ended December 31, 2021. This was due to the following: a decrease of $3.7 million in profit before taxes, resulting in a decrease of $1.1 million in tax expense at statutory rates; a decrease in the foreign rate differential of $0.5 million; a decrease in the impact of tax expense attributable to exchange gain or loss of $3.9 million; a decrease of $1.3 million in the tax expense attributable to the change in unrecognized deferred tax assets; and an increase of $0.3 million for other tax expense changes.

 

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Liquidity and Capital Resources

 

For the nine months ended September 30, 2023 and 2022, LLP had profits of $9.2 million and $14.0 million, respectively. For the three months ended September 30, 2023 and 2022, LLP had profits of $2.4 million and $0.1 million, respectively. For the years ended December 31, 2022 and 2021, LLP had profits of $11.4 million and $8.7 million, respectively. As of September 30, 2023, December 31, 2022 and 2021, LLP also had cash, cash equivalents, and restricted cash equivalents of $13.0 million, $18.2 million and $21.3 million, respectively. LLP requires significant cash resources to, among other things, fund its working capital requirements, increase its headcount, make capital expenditures, and expand its business through acquisitions. LLP’s future capital requirements will depend on many factors, including the cost of future acquisitions, the scale of increases in headcount, its revenue mix, incremental costs relating to the implementation of new contracts, and the timing and extent of spending to support warehouse development efforts.

 

If LLP were to require additional funding, seek additional sources of financing or desire to refinance its debt, LLP believes that its historical ability to raise and deploy capital to fund the development of its logistic warehouses facilities and expansion of its operations would enable it to access financing on reasonable terms. However, there can be no assurance that such financing would be available to LLP on favorable terms or at all. If financing is not available, or if the terms of such financing are not acceptable to LLP, it may be forced to decrease the level of investment in its logistic warehouses facilities, scale back its operations, defer investments to execute on its growth strategy or execute a combination of these cost management strategies, which could have an adverse impact on LLP’s business and financial prospects. The profits in current and prior periods LLP have recognized are consistent with its strategy and plans for continued growth and expansion. LLP expects to continue to recognize profits as it executes on its operating plan and expands its warehouse offerings in the near term.

 

As described further in Note 16 to LLP’s audited consolidated financial statements, LLP was not in compliance with certain financial covenants associated with certain non-recourse project financing loans as of December 31, 2022. These included LLP’s loans from Banco Davivienda, Bancolombia, and ITAÚ Corpbanca Colombia. The covenants breached each required the LLP subsidiary acting as borrower to achieve or exceed a specific debt service coverage ratio as defined in the lending agreements. This ratio was defined as 1.10x for the ITAÚ Corpbanca loan and 1.20x for the Banco Davivienda and Bancolombia loans. In addition to these breaches as of December 31, 2022, LLP breached this debt service coverage ratio covenant with Bancolombia in June 2023. These were LLP’s only covenant breaches and did not trigger covenant breaches or events of default for any of LLP’s other loans. Despite not missing any debt service payments, each of these covenant breaches constitute an “event of default” under LLP’s credit agreements, and may cast significant doubt regarding LLP’s ability to continue as a going concern. However, LLP has a history of successfully refinancing its debts as a matter of customary business practice and are currently pursuing a business combination, which is expected to provide LLP with additional funding.

 

In order to mitigate the effects of the Banco Davivienda breach, we obtained a waiver which removed our obligation to comply with the financial covenants in February 2023 and the debt was subsequently refinanced in April 2023 with Banco Nacional de Costa Rica, with which LLP is currently in full compliance.

 

As part of the sale of the Colombian investment property, the ITAÚ Corpbanca Colombia loan was fully repaid in August 2023, thus curing any covenant breach.

 

In September 2023, we restructured our Bancolombia debt to defer principal payments until May 2024, at which point LLP will have 12 months to pay the deferred principal in full at no additional cost. We also obtained a waiver for the covenant breaches, which waives compliance with the debt service coverage ratio through December 31, 2023, after which the next debt service coverage ratio compliance testing date will be in June 2024.

 

While LLP has fulfilled all debt service payments required by its lending agreements in all jurisdictions to date, current interest rates in Colombia make it probable that further debt waivers, restructuring, or repayment will be necessary relating to the Bancolombia loan prior to May 2024, when principal payments resume on the loan. LLP’s lending agreements in Colombia are only collateralized by its Colombian assets. No other guarantees have been provided by LLP’s other subsidiaries that would put LLP’s operations outside of Colombia at risk in event of foreclosure. Furthermore, LLP’s operations outside of Colombia are expected to be profitable and generate adequate liquidity to provide for continued operations. Therefore, in the event that LLP is unable to obtain further debt waivers, restructure the debt, or otherwise repay the Bancolombia loan, a foreclosure by Bancolombia on the Colombian property would not create material uncertainty as to LLP’s ability to continue as a going concern in regards to its operations outside of Colombia. Accordingly, the Group’s plans for mitigating actions are sufficient to alleviate the significant doubt about the Group’s ability to continue as a going concern.

 

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Debt

 

Overview

 

As of September 30, 2023, LLP’s total outstanding debt was $234.7 million, of which $224.1 million, or 95.5%, consists of long-term debt. As of December 31, 2022, LLP’s total outstanding debt was $209.3 million, of which $98.4 million, or 47.0%, consists of long-term debt. As of December 31, 2021, LLP’s total outstanding debt was $188.7 million, of which $165.2 million, or 87.5%, consisted of long-term debt.

 

As of September 30, 2023, December 31, 2022, and 2021, all of LLP’s outstanding debt was secured by its investment properties.

 

Debt Agreements

 

On January 6, 2021, LLP entered into a COP denominated secured construction loan facility with ITAU Corpbanca Colombia, S.A. (“ITAU”) for a total borrowing capacity of COP35.0 billion ($8.8 million). Proceeds were used for the financing of the construction of building 500 in Latam Logistic Park Calle 80 in Bogota, Colombia. The loan matures on July 6, 2033. The loan bears an annual interest rate of IBR (a short-term interest rate for the Colombian Peso determined by the board of directors of Colombia’s Central Bank) plus 447 basis points and has an annual commitment fee of 0.50% of the undrawn amount of the credit line. The loan was interest only until April 20, 2022 and was fully drawn in October 2021. The debt facility with ITAU was paid in full through a sale of the mortgaged property to a subsidiary of Bancolombia. The subsidiary of Bancolombia provided an advance of the payment directly to ITAU on August 31, 2023 in order to settle the outstanding debt. The administrative transfer process was initiated on September 27, 2023 and was completed in November 2023. As of December 31, 2022, the interest rate was 14.9%.

 

On January 22, 2021, LLP entered into a COP denominated financing agreement of COP44.5 billion ($11.2 million) with Bancolombia, S.A. for the financing of the construction of building 300 in Latam Logistic Park Calle 80 in Bogota, Colombia. As of December 31, 2021, the financing was fully disbursed. The financing bears an interest rate of IBR plus 365 basis points, commitment fees of 0.1% per month of the undrawn amount of the loan and has a 15-year term with a balloon payment of 40% at expiration (COP17.8 billion, or $4.6 million). LLP began to make principal payments in November 2021. On September 22, 2023, the Group negotiated a deferral of principal with Bancolombia, deferring all principal payments for seven months, beginning on October 1, 2023. As of September 30, 2023 and December 31, 2022 the interest rate on the loan was 17.0% and 13.8%, respectively.

 

In March 2021, LLP entered into two U.S. dollar denominated mortgage loan facilities with BAC Credomatic, S.A. for an aggregate amount of $10.0 million for the financing of the acquisition of two operating properties in San José, Costa Rica. The loans have a fifteen-year term and bear an annual interest rate of three-month LIBOR plus 423 basis point with a minimum interest rate of 5.0%. This loan was refinanced to Banco Nacional de Costa Rica on April 28, 2023. As of December 31, 2022, the interest rate as of December 31, 2022 was 7.7%.

 

On July 7, 2021, LLP entered into a U.S. dollar denominated mortgage loan facility of up to $45.5 million with Banco BAC San José, S.A. (“BAC”) on behalf of LatAm Parque Logístico San José - Verbena partnership. Proceeds will be used to finance the construction of LatAm Parque Logístico San José - Verbena, a five-building class-A master-planned logistic park totaling 829,898 square feet of net rentable area, in the Alajuelita submarket in San José, Costa Rica. The loan can be drawn in multiple disbursements up to approximately 60% of the total investment of the project. The mortgage loan has a term of 10 years with a 15-year amortization profile. The stated interest rate is the three-month LIBOR plus 423 basis points. In October 2022, the stated interest rate on the debt facility changed to the three-month Secured Overnight Financing Rate (SOFR) plus 378 basis points. The debt facility has an amortization grace period of 30 months and does not accrue any commitment fees. On March 1, 2023, LLP negotiated a reduced interest rate with BAC, reducing the interest rate from 3-month SOFR plus 378 basis points to 8.1% for six months. As of September 30, 2023 and December 31, 2022, the interest rate on the loan was 8.1% and 7.6%, respectively.

 

On August 16, 2021, LLP entered into a U.S. dollar denominated mortgage loan of $7.0 million with Banco Promerica de Costa Rica, S.A. for the purchase of an 118,403 square feet logistic facility located in the Coyol submarket in San José, Costa Rica. The loan has a fifteen-year term. The stated interest rate is the U.S. Prime Rate plus 475 basis points. This loan was refinanced to Banco Nacional de Costa Rica on April 28, 2023. As of December 31, 2022, the interest rate on the loan was 8.3%.

 

On January 31, 2022, LLP entered into a U.S. dollar denominated mortgage loan of $2.4 million with Banco Davivienda de Costa Rica for the acquisition of a container parking lot. The loan has a fifteen-year term. The loan bears an annual interest rate of U.S. Prime Rate plus 175 basis points. As part of the sale of related investment property, the purchaser of the investment property assumed the balance on the loan on October 31, 2022.

 

As of December 31, 2022, LLP has borrowed $1.0 million of a U.S. dollar denominated mortgage loan facility of up to $1.0 million with Banco BAC San José, S.A. for the financing of the renovations in LatAm Bodegas San Joaquin. The loan matures on June 24, 2032. The loan bears an annual interest rate at the U.S. Prime Rate plus 110 basis points with no minimum interest rate. This loan was refinanced to Banco Nacional de Costa Rica on April 28, 2023. The interest rate as of December 31, 2022 was 7.4%.

 

On April 28, 2023, the Group entered into four U.S. dollar denominated mortgage loans with Banco Nacional de Costa Rica for an aggregate amount of $107,353,410. The loans have a twenty-five-year term. The loans bear a fixed annual interest rate for the first two years and a variable rate thereafter. The interest rate as of September 30, 2023 was 5.9% for three of the loans and 6.4% for one loan.

 

On August 25, 2023 and August 30, 2023, LLP entered into two new line of credit agreement with BTG Pactual Colombia S.A. for COP 15,000,000,000 and COP 10,000,000,000, respectively (approximately $3,679,266 and $2,433,042, respectively, at the date the transactions were initiated). Interest is calculated and paid monthly at the rate of a one-month Colombian IBR plus 720 basis points. Principal repayment is due at maturity, on August 25, 2024 and August 30, 2024, respectively. This debt agreement is guaranteed by the trust established for Latam Logistic Col Propco Cota 1, where Banco BTG Pactual Colombia S.A is established as a guaranteed creditor, with three underlying properties defined as guarantees. As of September 30, the interest rate on the loan was 20.4%.

 

Compliance with Debt Covenants

 

The loans described above are subject to certain affirmative covenants, including, among others, (i) reporting of financial information and (ii) maintenance of corporate existence, the security interest in the properties subject to the loan and appropriate insurance for such properties. In addition, the loans are subject to certain negative covenants that restrict LLP’s ability to, among other matters, incur additional indebtedness under or create additional liens on the properties subject to the loans, change its corporate structure, make certain restricted payments, enter into certain transactions with affiliates, amend certain material contracts.

 

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The loans contain, among others, the following events of default: (i) non-payment; (ii) false representations; (iii) failure to comply with covenants; (iv) inability to generally pay debts as they become due; (v) any bankruptcy or insolvency event; (vi) disposition of the subject properties; or (vii) change of control of the subject properties.

 

As of December 31, 2022, LLP had instances of non-compliance with certain of its debt covenants. On November 22, 2022, LLP did not expect to meet debt service coverage ratio covenants for the loan with Davivienda related to Latam Logistic CR Propco Alajuela I SRL, for the year ended December 31, 2022. LLP applied for a covenant waiver on the same date, and the covenant waiver was successfully obtained on February 17, 2023. Since the waiver was received subsequent to December 31, 2022, $48.1 million related to this debt was classified within Long-term debt – current portion in the consolidated statement of financial position for the year ended December 31, 2022. Additional breaches occurred in December 2022 relating to Latam Logistic COL PropCo Cota 1 S.A.S., due to the rising interest rates in Colombia. The breaches related to Latam Logistic COL PropCo Cota 1 S.A.S.’s three debt facilities, two of which are with Bancolombia as lender and one of which is with ITAU as lender. Although no communication of the breach was received from any of the lenders, in September 2023, LLP negotiated a debt restructuring along with a covenant waiver for its debt facilities with Bancolombia. Meanwhile, the debt facility with ITAU was paid in full through a sale of the mortgaged property to a subsidiary of Bancolombia. The subsidiary of Bancolombia provided an advance of the payment directly to ITAU on August 31, 2023 in order to settle the outstanding debt, and the administrative transfer process was initiated on September 27, 2023 and was completed in November 2023. Since the waiver was received subsequent to December 31, 2022, $39.2 million of this debt was classified as Long-term debt – current portion in the consolidated statement of financial position for the year ended December 31, 2022.

 

As of September 30, 2023, LLP was in compliance with all of its debt covenants.

 

Capital Expenditures

 

For the nine months ended September 30, 2023 and 2022, LLP incurred capital expenditures totaling $20.4 million and $31.1 million, respectively. For the years ended December 31, 2022 and 2021, LLP incurred capital expenditures totaling $41.0 million and $48.3 million, respectively, in connection with construction projects to develop warehouses on the land acquired in Colombia, Peru, and Costa Rica. Additionally, in the year ended December 31, 2021, LLP invested $22.4 million to acquire stabilized investment properties (net of closing costs).

 

Cash Flows

 

The following table summarizes our consolidated cash flows provided by (used in) operating, investing, and financing activities for the nine months ended September 30, 2023 and 2022:

 

   

For the nine months ended

September 30,

             
    2023     2022     $ Change     % Change  
Net cash generated by operating activities   $ 14,608,375     $ 17,759,678     $ (3,151,303 )     (17.7 )%
Net cash used in investing activities     (16,363,299 )     (30,617,962 )     14,254,663       46.6 %
Net cash (used) provided by financing activities     (1,451,023 )     13,855,236       (15,306,259 )     (110.5 )%
Effects of exchange rate fluctuations on cash held     (124,121 )     (426,169 )     302,048       70.9 %
Net (decrease) increase in cash and cash equivalents     (3,330,068 )     570,783       (3,900,851 )     (683.4 )%
Cash and cash equivalents at the beginning of period     14,988,112       17,360,353       (2,372,241 )     (13.7 )%
Cash and cash equivalents at the end of period   $ 11,658,044     $ 17,931,136     $ (6,273,092 )     (35.0 )%

 

Cash flows from operating activities

 

Cash flows generated by operating activities for the nine months ended September 30, 2023 amounted to $14.6 million, a decrease of $3.2 million, or 17.7%, compared to $17.8 million for the nine months ended September 30, 2022. This decrease in cash provided by operating activities was primarily due to $4.0 million decrease in cash collected from rental income for the nine months ended September 30, 2023, a $3.0 million increase in cash paid for taxes, and a $0.9 million increase in cash paid to construction retainage. This was offset by a $3.9 million decrease in cash paid for services related to managing the investment properties and tenant improvements.

 

Cash flows from investing activities

 

Cash flows used in investing activities for the nine months ended September 30, 2023 amounted to $16.4 million, a decrease of $14.3 million, or 46.6%, compared to $30.6 million for the nine months ended September 30, 2022. This was primarily impacted by the cash paid for capital expenditure on investment properties of $20.4 million in the nine months ended September 30, 2023, offset by the proceeds from sale of investment properties of $1.6 million in the nine months ended September 30, 2023, $0.6 million in repayment on loans to tenants, and a $1.9 million inflow of restricted cash from refinancing outstanding debts.

 

Cash flows from financing activities

 

Cash flows provided by financing activities for the nine months ended September 30, 2023 amounted to $1.5 million, a decrease of $15.3 million, or 110.5%, compared to $13.9 million for the nine months ended September 30, 2022. The change in cash provided by financing activities was primarily due to a $87.2 million increase in cash inflow related to long-term debt borrowings and a $1.8 million increase in capital contributions from non-controlling partners. This was offset by a $91.2 million increase in cash outflow from long term debt repayment, $7.9 million increase in cash paid for interest and commitment fees, $1.6 million increase in debt extinguishment cost, and a $3.4 million increase in distributions to non-controlling partners.

 

The following table summarizes our consolidated cash flows provided by (used in) operating, investing, and financing activities for the years ended December 31, 2022 and 2021:

 

   

For the years ended

December 31,

             
    2022     2021     $ Change     % Change  
Net cash generated by operating activities   $ 19,611,145     $ 9,852,251     $ 9,758,894       99.1 %
Net cash used in investing activities     (36,483,936 )     (66,861,963 )     30,378,027       45.4 %
Net cash provided by financing activities     14,804,304       59,264,058       (44,459,754 )     (75.0) %
Effects of exchange rate fluctuations on cash held     (303,754 )     (352,796 )     49,042       13.9 %
Net (decrease) increase in cash and cash equivalents     (2,372,241 )     1,901,550       (4,273,791 )     (224.8) %
Cash and cash equivalents at the beginning of year     17,360,353       15,458,803       1,901,550       12.3 %
Cash and cash equivalents at the end of year   $ 14,988,112     $ 17,360,353     $ (2,372,241 )     (13.7) %

 

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Cash flows from operating activities

 

Cash flows generated by operating activities for the year ended December 31, 2022 amounted to $19.6 million, an increase of $9.8 million, or 99.1%, compared to $9.9 million for the year ended December 31, 2021. This increase in cash provided by operating activities was primarily due to an increase in cash inflows from the increase in cash revenue of $5.9 million from new properties that were previously under development and began operating and were leased in 2022. In addition, there was an increase in cash inflows for a $3.8 million VAT receivable received during 2022. This increase was offset by outflows for tenant improvements.

 

Cash flows from investing activities

 

Cash flows used in investing activities for the year ended December 31, 2022 amounted to $36.5 million, a decrease in cash use of $30.4 million, or 45.4%, compared to $66.9 million for the year ended December 31, 2021. This was primarily impacted by the cash paid for investment properties acquisition of $22.4 million in the year ended December 31, 2021, the proceeds from sale of investment properties of $8.9 million in the year ended December 31, 2022, and a $7.3 million decrease in capital expenditure on investment properties partially offset by an increase of $3.9 million in loans to tenants for leasehold improvement and an increase of $1.4 million in loans to affiliates.

 

Cash flows from financing activities

 

Cash flows provided by financing activities for the year ended December 31, 2022 amounted to $14.8 million, a decrease of $44.5 million, or 75.0%, compared to cash flows provided by financing activities of $59.3 million for the year ended December 31, 2021. This was primarily related to a $34.4 million decrease in long-term debt borrowings, a $5.1 million increase in cash paid for interest and commitment fees, a $3.4 million decrease in capital contributions from non-controlling partners, a $1.5 million increase in long term debt repayment and a $1.0 million increase in distributions to non-controlling partners, offset by a $1.0 million decrease in cash paid for raising debt.

 

Critical Accounting Estimates

 

LLP’s consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB. The preparation of the consolidated financial statements in accordance with IFRS requires the use of estimates and assumptions that affect the value of assets and liabilities — as well as contingent assets and liabilities — as reported on the statements of financial position, and revenues and expenses arising during the periods presented. LLP evaluates its assumptions and estimates on an ongoing basis. LLP bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

For more information, see Note 2 to LLP’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

 

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Valuation of Investment Properties

 

Investment properties are initially recognized at cost, and are subsequently measured at fair value. LLP engages external appraisers in order to obtain an independent opinion on the market value of all LLP’s investments properties, including operating properties, properties under development and land bank. LLP’s management submits an updated rent roll of the investment property portfolio to the appraiser and provides them access to the properties, leasing contracts and specific operating details of the portfolio.

 

The independent appraiser uses a combination of valuation techniques such as the discounted cash flows approach, sales comparison approach, and direct capitalization approach to value the investment properties. The valuation techniques used to estimate the fair value of LLP’s investment properties rely on assumptions, which are not directly observable in the market, including discount rates, occupancy rates, net operating income, and market rents. LLP’s operating properties are primarily appraised using the discounted cash flows method and direct capitalization method. LLP’s properties under development are primarily appraised using discounted cash flows and direct capitalization methods, adjusted by the net present value of the cost to complete and vacancy in the properties under construction. LLP’s land bank is primarily appraised using a combination of direct capitalization, discounted cash flow, sales comparison approach (or market approach).

 

To review the appraisers’ valuations, LLP leverages its familiarity with individual properties and regional portfolios, coupled with insights in evaluating factors like interest rate fluctuations, turnover rates, and other judgment factors used in the valuation process. LLP then evaluates the reasonableness of the results based on these criteria and compare the reported values to those from the previous period to monitor changes. As part of the review process, LLP offers feedback concerning inconsistencies in factual information and inaccurate statements, before the appraisal reports are finalized.

 

For more information, see Note 7 and Note 12 to LLP’s condensed consolidated financial statements as of and for the nine months ended September 30, 2023 and audited consolidated financial statements as of and for the year ended December 31, 2022, respectively, included elsewhere in this proxy statement/prospectus. LLP management believes that the chosen valuation methodologies are appropriate for determining the fair value of the types of investment properties LLP owns. 

 

   

FMV as of

September 30,

2023

   

# of

Buildings

   

NRA (1)

(sq ft)

   

Leased

%

   

Occupied

%

 
Land bank:                                        
Owned properties                                        
Colombia   $ 22,262,541       4       1,090,215       n/a       n/a  
Peru     12,804,323       4       1,100,720       n/a       n/a  
Costa Rica     -       -       -        n/a        n/a  
Total land bank     35,066,864       8       2,190,935       n/a       n/a  
Properties under development:                                        
Owned properties                                        
Colombia     -       -       -       - %     - %
Peru     11,059,228       1       123,688       43.6 %     43.6 %
Costa Rica     8,791,000       1       157,691       58.8 %     0.0 %
Sub-total     19,850,228       2       281,379       52.1 %     19.1 %
Properties under right-of-use(2)                                        
Peru     6,390,000       1       165,915       85.0 %     0.0 %
Sub-total     6,390,000       1       165,915       85.0 %     0.0 %
Total properties under development     26,240,228       3       447,294       64.3 %     12.0 %
Operating properties:                                        
Owned properties                                        
Colombia     99,305,830       5       1,255,409       100 %     100 %
Peru     91,778,340       5       1,004,695       100 %     100 %
Costa Rica(3)     242,526,126       18       2,355,656       98.8 %     98.8 %
Sub-total     433,610,296       28       4,615,760       99.4 %     99.4 %
Total operating properties     433,610,296       28       4,615,760       99.4 %     99.4 %
Total operating and properties under development     459,850,524       31       5,063,054       96.3 %     91.7 %
Total   $ 494,917,388       39       7,253,989       n/a       n/a  

 

  

FMV as of

December 31,

2022

  

# of

Buildings

  

NRA (1)

(sq ft)

  

Leased

%

  

Occupied

%

 
Land bank:                         
Owned properties                          
Colombia  $16,394,722    4    1,090,211    n/a    n/a 
Peru   7,190,000    4     1,202,988     n/a    n/a 
Costa Rica   6,155,000    1     168,208      n/a     n/a 
Total land bank   29,739,722    9     2,461,407     n/a    n/a 
Properties under development:                         
Properties under right-of-use(2)                          
Peru   614,523    1     165,915     23.8%   0.0%
Sub-total   614,523    1     165,915     23.8%   0.0%
Owned properties                         
Colombia   20,708,910    2     399,148     100.0%   40.4%
Peru   9,793,481    1    122,752    14.8%   0.0%
Costa Rica   35,715,220    3     462,021     73.8%   33.8%
Sub-total   66,217,611    6     983,921     77.1%   32.3%
Total properties under development   66,832,134    7     1,149,836     69.4%   27.6%
Operating properties:                         
Owned properties                         
Colombia   70,645,712    4    1,144,099    100.0%   100.0%
Peru   87,523,052    5    1,004,692    100.0%   100.0%
Costa Rica(3)    194,296,013    15    1,889,095    99.2%   99.2%
Total operating properties   352,464,777    24    4,037,886    99.6%   99.6%
Total operating and properties under development   419,296,911    31     5,187,722     

92.9

%    83.7 %
Total  $449,036,633    40     7,649,129     n/a    n/a 

 

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FMV as of

December 31,

2021

  

# of

Buildings

  

NRA (1)

(sq ft)

  

Leased

%

   Occupied %  
Land bank:                         
Owned properties                          
Colombia  $19,266,423    3    1,088,977    n/a    n/a  
Peru   11,750,000    2    347,718    n/a    n/a  
Costa Rica   15,600,000    3    503,709    n/a    n/a  
Total land bank   46,616,423    8    1,940,404    n/a    n/a  
Properties under development:                         
Owned properties                         
Colombia   35,224,731    3    742,034    64.9%   40.1%
Peru   7,330,000    1    146,207    100.0%   0.0%
Costa Rica   26,360,000    2    325,719    70.6%   0.0%
Total properties under development   68,914,731    6    1,213,960    70.7%   24.5%
Operating properties:                         
Owned properties                         
Colombia   55,672,969    3    799,220    100.0%   100.0%
Peru   76,155,320    4    858,486    100.0%   100.0%
Costa Rica(3)    180,916,298    15    1,730,740    96.0%   96.0%
Total operating properties   312,744,587    22    3,388,446    98.0%   98.0%
Total operating and properties under development  $381,659,318    28    4,602,406    90.8%   78.6%
Total  $428,275,741    36    6,542,810    n/a    

n/a

 

 

(1)Square feet included for estimated potential building area in the land bank and buildings under development and operation.
   
(2) Properties under right-of-use are mainly related to the investment properties developed on leased land. More specifically, they are associated with a land lease agreement the Parque Logistic Callao S.R.L. (Parque Logistic), a partnership entity controlled by LLP, entered into with Lima Airport Partners S.R.L. (“LAP”) whereas Parque Logistic committed to lease a land parcel for a period of 30 years, with the intention of developing warehouses on the leased land. The amount includes the right-of-use asset associated with LLP’s access to a piece of land lot, as well as the capitalized construction costs.
   
(3) As of September 30, 2023, December 31, 2022, and 2021, the operating properties in Costa Rica include patios and open-air rentable land totaling 521,275 square feet, 521,275 square feet and 814,591 square feet, respectively, for the use of trailer parking and open-air warehousing. As of September 30, 2023, December 31, 2022, and 2021, the patios and open-air rentable land had a fair value of $6,062,000, $5,945,450, and $9,922,033, respectively, with a weighted average capitalization rate of 7.9%. The net rentable area (NRA) included in the table above excludes net rentable area of the patios or the open-air rentable land.

 

Quantitative and Qualitative Disclosures about Market Risk

 

LLP is exposed to a variety of market and other risks, including the effects of changes in interest rates and foreign currency risk.

 

Interest Rate Risk

 

LLP holds financial liabilities (e.g., Long-term debt) subject to interest rate. Changes in interest rates as of the reporting date would affect profit or loss and cash flows. As of December 31, 2022 and December 31, 2021, the debt balance that was subject to variable rate rates was $209.3 million and $188.7 million, respectively. Assuming no change in the principal amounts outstanding, the impact of a 1% increase or decrease in the assumed weighted average interest rate on interest expense would be approximately $2.1 million for the year ended December 31, 2022.

 

Liquidity Risk

 

Liquidity risk is the risk that LLP will encounter difficulty in meeting the obligations associated with financial liabilities that are met by delivering cash or another financial asset. LLP’s approach to managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to LLP’s reputation, and to maintain a balance between continuity of funding and flexibility through the use of bank deposits and loans.

 

Typically, LLP ensures that it has sufficient cash on demand, including deposits at banks and the balances of short-term credit facilities with diverse funding resources and committed borrowing facilities, to meet expected operating expenses for a period of 90 days, including the servicing of financial obligations. This excludes the potential impact of extreme circumstances that cannot be reasonably predicted, such as natural disasters.

 

LLP has access to a sufficient variety of sources of funding to repay debt maturing within 12 months in the normal course of business. See Notes 2 and 16 of the audited consolidated financial statements for more information on a debt covenant matter that arose effective December 31, 2022, as a result of which LLP categorized the related debt balance as repayable on demand. The waiver was subsequently obtained on February 17, 2023 and LLP remains in compliance with all covenants as of the date the financial statements were issued.

 

199
 

 

Foreign Currency Risk

 

LLP is exposed to market risk from changes in foreign currency exchange rates primarily in connection with all of LLP’s subsidiaries. LLP is subject to fluctuations in the Costa Rican colones, Peruvian soles and Colombian pesos to U.S. dollar currency exchange rates. LLP attempts to mitigate its net exposure to the changes in interest rates by ensuring its debt and revenue are denominated in the same currencies. In addition, LLP keeps minimal cash in local currencies and holds the majority of cash in the functional currency of U.S. dollar. As of December 31, 2022 and 2021, the net assets in foreign operations of LLP in its operations in Colombia, which uses the Colombian peso as its functional currency amounted to $49.4 million and $61.9 million respectively. As of December 31, 2022 and 2021, a hypothetical 10% strengthening or weakening of the U.S. dollar against the local currencies of the subsidiaries would have decreased or increased profit for the year by $0.4 million and $0.5 million, respectively.

 

Market Risk

 

LLP is exposed to market risks primarily from changes in interest rates and foreign currency exchange rates. LLP does not use derivatives for trading purposes to generate income or to engage in speculative activity.

 

Recent Accounting Pronouncements

 

For information about recent accounting pronouncements that have been adopted or will apply to LLP in the future, see Note 2 to the condensed consolidated financial statements included elsewhere in this proxy statement/prospectus.

 

JOBS Act

 

LLP is an “emerging growth company” under the JOBS Act. The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies.

 

Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, LLP chooses to rely on those exemptions, LLP may not be required to, among other things: (1) provide an auditor’s attestation report on the system of internal controls over financial reporting pursuant to Section 404; (2) provide all of the compensation disclosure that may be required of non-emerging growth public companies; and (3) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis). These exemptions will apply for a period of five years following the completion of our initial public offering or until LLP is no longer an emerging growth company, whichever is earlier.

 

200
 

 

MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION

 

Following the consummation of the Business Combination, the business and affairs of Pubco will be managed by or under the direction of the Pubco Board. Officers of Pubco will be elected by the Pubco Board from time to time and will hold office for the term as determined by the Pubco Board. The Pubco Board immediately following the Closing will consist of seven individuals, as follows: (i) one individual that is designated by TWOA prior to the Closing, and (ii) up to six other individuals that are designated by LLP prior to the Closing, at least two of whom will be required to qualify as an independent director under NYSE rules. It is expected that the directors, officers, and key employees of Pubco upon consummation of the Business Combination will be the following:

 

Name   Age   Position
Esteban Saldarriaga   39   Chief Executive Officer
Annette Fernandez   47   Chief Financial Officer
Guillermo Zarco B.   49   Colombia Country Manager
Aris Stamatiadis   42   Costa Rica Country Manager
Alvaro Chinchayan   47   Peru Country Manager
José Ramón Ramirez   43   Director
    [  ]   Director
        Director
        Director
        Director
        Director

 

(1) Expected to be member of the audit committee of the Pubco Board, effective upon the consummation of the Business Combination.

 

(2) Expected to be member of the compensation committee of the Pubco Board, effective upon the consummation of the Business Combination.

 

(3) Expected to be member of the nominating and corporate governance committee of the Pubco Board, effective upon the consummation of the Business Combination.

 

Executive Officers of Pubco

 

Esteban Saldarriaga has served as the Chief Executive Officer of LLP since November 2022, following his tenure on the board of directors from 2016 until his appointment as CEO. Mr. Saldarriaga will assume the role of Chief Executive Officer of PubCo upon the consummation of the Business Combination. Since 2019, Mr. Saldarriaga has been a member of the board of directors and the Investment Committee of Colombian Healthcare Properties, a Jaguar Growth Partners portfolio company. Previously, he served as an Investments Principal, VP, and Associate at Jaguar Growth Partners, a global investment management firm specializing in real estate operating companies in emerging markets. Before that, he held several roles in the financial industry, including M&A Associate from 2013 to 2015 at a Latin American conglomerate based in Lima, Grupo Gloria, working on cross-border acquisitions and integrations, and as an Investment Banking Analyst from 2010 to 2013 at J.P. Morgan’s Advisory Group, based in Bogota, covering a broad array of sectors in Central and South America. Mr. Saldarriaga holds an MBA from Columbia Business School in New York and a bachelor’s and master’s degree in Economics from Pontificia Universidad Javeriana in Bogota, Colombia.

 

Annette Fernandez has served as Chief Financial Officer of LLP since 2017 and Chief Operating Officer of LLP since 2023 and will serve in the same roles at PubCo upon the consummation of the Business Combination. Prior to her time at LLP, Ms. Fernandez spent 13 years at Prologis, a real estate investment trust that invests in logistics facilities, and 5 years at PwC. Ms. Fernandez holds a bachelor’s degree in Accounting from University of Puerto Rico, Mayaguez.

 

Guillermo Zarco has served as Country Manager-Colombia of LLP since 2016 and will serve in the same role at Pubco upon the consummation of the Business Combination. Prior to his time at LLP, Mr. Zarco spent 5 years as Logistic Portfolio Manager at Terranum. Mr. Zarco holds a bachelor’s degree in industrial engineering from Universidad de los Andes in Bogota, Colombia, and a master’s degree in supply chain management from University of Aix-en-Provence, France.

 

Aris Stamatiadis has served as Country Manager-Costa Rica and Regional Acquisitions Manager of LLP since 2015 and will serve in the same roles at Pubco upon the consummation of the Business Combination. Since 2023, Mr. Stamatiadis has served as a member of the board of directors of Deindustrial Inmobiliaria Limitada, Productos Maky S.A. and 3-101-837501 S.A. Prior to his time at LLP, Mr. Stamatiadis served as General Manager for Colliers International. Aris holds a bachelor’s degree in Finance and Commerce from Concordia University. 

 

Alvaro Chinchayán has served as Country Manager-Peru of LLP since 2016 and will serve in the same role at Pubco upon the consummation of the Business Combination. Prior to his time at LLP, Mr. Chinchayán served as general manager at BSF Almacenes del Perú and Papelera Alfa. Mr. Chinchayán holds an MBA from Incae Business School and a degree in Civil Engineer from Ricardo Palma University of Peru.

 

Corporate Governance Practices

 

After the closing of the Business Combination, Pubco will be a “foreign private issuer,” as defined in the Exchange Act. As a foreign private issuer Pubco will be permitted to comply with Cayman Islands corporate governance practices instead of certain listing rules of NYSE, provided that it discloses which requirements it is not following and the equivalent Cayman Islands requirements.

 

As a foreign private issuer, Pubco is also subject to reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and “short-swing” profit rules.

 

201
 

 

Employment Agreements

 

Pubco intends to enter into written employment agreements with certain of its executive officers, which will include              .

 

Board Composition

 

When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Pubco Board to satisfy its oversight responsibilities effectively in light of its business and structure, the Pubco Board expects to focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

 

Director Independence

 

Upon the consummation of the Business Combination, the Pubco Board has determined that each of the directors (other than Messrs.     ) qualifies as an independent director, as defined under listing rules of NYSE, and the board of directors consists of a majority of “independent directors,” as defined under the rules of the SEC and the listing rules of NYSE relating to director independence requirements. In addition, Pubco will be subject to the rules of the SEC and NYSE relating to the membership, qualifications, and operations of the audit committee, as discussed below.

 

Role of the Board in Risk Oversight

 

Upon the consummation of the Business Combination, one of the key functions of the Pubco Board will be informed oversight of Pubco’s risk management process. The Pubco Board expects to administer this oversight function directly through the board as a whole, as well as through various standing committees of the board that address risks inherent in their respective areas of oversight. In particular, the Pubco Board will be responsible for monitoring and assessing strategic risk exposure and the audit committee will have the responsibility to consider and discuss Pubco’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also will monitor compliance with legal and regulatory requirements. The compensation committee also will assess and monitor whether Pubco’s compensation plans, policies and programs comply with applicable legal and regulatory requirements.

 

Duties of Directors

 

Under Cayman Islands law, Pubco’s directors will owe fiduciary duties to Pubco, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in Pubco’s best interests. Pubco’s directors must also exercise their powers only for a proper purpose. Pubco directors also owe to Pubco a duty to act with skill and care that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to Pubco, the directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time, and the class rights vested thereunder in the holders of the shares. Pubco has the right to seek damages if a duty owed by its directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in Pubco’s name if a duty owed by its directors is breached.

 

202
 

 

The functions and powers of the Pubco Board include, among others:

 

conducting and managing the business of Pubco;
representing Pubco in contracts and deals;
appointing attorneys for Pubco;
selecting senior management such as managing directors and executive directors;
providing employee benefits and pension;
convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;
declaring dividends and distributions;
exercising the borrowing powers of Pubco and mortgaging the property of Pubco;
approving the transfer of shares of Pubco, including the registering of such shares in Pubco’s register of members; and
exercising any other powers conferred by the shareholders of Pubco under the Proposed Charter, as it may be amended from time to time.

 

Board Committees

 

Pubco Board will have the authority to appoint committees to perform certain management and administration functions. The Pubco Board will establish an audit committee, compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by the board of directors. After the consummation of the Business Combination, copies of the charters for each committee will be available on the investor relations portion of Pubco’s website.

 

Audit Committee

 

Upon the consummation of the Business Combination, the audit committee is expected to consist of Messrs                  and                   will serve as the chair of the audit committee.                   is expected to satisfy the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Each of Messrs.              and             is expected to satisfy the requirement for an “independent director” within the meaning of the NYSE listing rules and the criteria for independence set forth in Rule 10A-3 of the Exchange Act and is expected to be financially literate. In arriving at such determination, the Pubco Board is expected to examine each audit committee member’s scope of experience and the nature of their prior and/or current employment.

 

Both Pubco’s independent registered public accounting firm and management will periodically meet privately with the audit committee.

 

The functions of this committee will include, among other things:

 

evaluating the performance, independence and qualifications of Pubco’s independent auditors and determining whether to retain Pubco’s existing independent auditors or engage new independent auditors;
reviewing Pubco’s financial reporting processes and disclosure controls;
reviewing and approving the engagement of Pubco’s independent auditors to perform audit services and any permissible non-audit services;
reviewing the adequacy and effectiveness of Pubco’s internal control policies and procedures, including the effectiveness of Pubco’s internal audit function;
reviewing with the independent auditors the annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by Pubco;
obtaining and reviewing at least annually a report by Pubco’s independent auditors describing the independent auditors’ internal quality control procedures and any material issues raised by the most recent internal quality-control review;
monitoring the rotation of Pubco’s independent auditor’s lead audit and concurring partners and the rotation of other audit partners as required by law;

 

203
 

 

prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of Pubco’s independent auditor;
reviewing Pubco’s annual and quarterly financial statements and reports, including the disclosures contained in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LLP,” and discussing the statements and reports with our independent auditors and management;
reviewing with Pubco’s independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy, and effectiveness of our financial controls and critical accounting policies;
reviewing with management and Pubco’s auditors any earnings announcements and other public announcements regarding material developments;
establishing procedures for the receipt, retention and treatment of complaints received by Pubco regarding accounting, internal accounting controls, auditing or other matters;
preparing the report that the SEC requires in Pubco’s annual proxy statement;
reviewing Pubco’s major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; and
reviewing and evaluating the audit committee charter annually and recommending any proposed changes to the Pubco Board.

 

The composition and function of the audit committee is expected to comply with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and NYSE rules and regulations.

 

Compensation Committee

 

Pubco’s compensation committee is expected to consist of Messrs.           and          .                 is expected to serve as the chair of the compensation committee. The Pubco Board is expected to determine that each of the members of the compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and satisfies the independence requirements of NYSE. The functions of the committee will include, among other things:

 

reviewing and approving the corporate objectives that pertain to the determination of executive compensation;
reviewing and approving the compensation and other terms of employment of Pubco’s executive officers;
reviewing and approving performance goals and objectives relevant to the compensation of Pubco’s executive officers and assessing their performance against these goals and objectives;
making recommendations to the Pubco Board regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such plans to the extent authorized by the Pubco Board;
reviewing and making recommendations to the Pubco Board regarding the type and amount of compensation to be paid or awarded to non-employee board members;
reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act;
administering equity incentive plans, to the extent such authority is delegated by the Pubco Board;
reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensation, perquisites and special or supplemental benefits for executive officers;
reviewing with management Pubco’s disclosures under the caption “Compensation Discussion and Analysis” in periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;
preparing an annual report on executive compensation that the SEC requires in Pubco’s annual proxy statement; and
reviewing and evaluating the compensation committee charter annually and recommending any proposed changes to the Pubco Board.

 

204
 

 

The composition and function of the compensation committee is expected to comply with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and NYSE rules and regulations.

 

Nominating and Corporate Governance Committee

 

Pubco’s nominating and corporate governance committee is expected to consist of Messrs.               and           .                is expected to serve as the chair of the nominating and corporate governance committee. The Pubco Board is expected to determine that each of the members of the nominating and corporate governance committee satisfies the requirements for an “independent director” within the meaning of the NYSE listing rules. The functions of this committee will include, among other things:

 

identifying, reviewing and making recommendations of candidates to serve on the Pubco Board;
evaluating the performance of the Pubco Board, committees of the Pubco Board and individual directors and determining whether continued service on the Pubco Board is appropriate;
evaluating nominations by shareholders of candidates for election to the Pubco Board;
evaluating the current size, composition and organization of the Pubco Board and its committees and making recommendations to the Pubco Board for approvals;
developing a set of corporate governance policies and principles and recommending to the Pubco Board any changes to such policies and principles;
reviewing issues and developments related to corporate governance and identifying and bringing to the attention of the Pubco Board current and emerging corporate governance trends; and
reviewing periodically the nominating and corporate governance committee charter, structure and membership requirements and recommending any proposed changes to the Pubco Board.

 

The composition and function of the nominating and corporate governance committee is expected to comply with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and NYSE rules and regulations.

 

Compensation Committee Interlocks and Insider Participation

 

None of the intended members of Pubco’s compensation committee has ever been an executive officer or employee of either TWOA or LLP. None of Pubco’s anticipated executive officers currently serve, or have served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers that serves as a member of the board or compensation committee of Pubco.

 

Limitation on Liability and Indemnification of Directors and Officers

 

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. The Proposed Charter that will be adopted upon completion of the proposed transaction will provide for indemnification of Pubco’s officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. In addition, Pubco intends to enter into indemnification agreements with each of its executive officers and directors. The indemnification agreements will provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under Cayman Islands law, subject to certain exceptions contained in those agreements. Pubco will also purchase a policy of directors’ and officers’ liability insurance to be effective upon the completion of the proposed transaction that will insure Pubco’s officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and will insure Pubco against its obligations to indemnify its officers and directors.

 

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These indemnification obligations may discourage shareholders from bringing a lawsuit against Pubco’s officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against Pubco’s officers and directors, even though such an action, if successful, might otherwise benefit Pubco and its shareholders.

 

Code of Business Conduct and Ethics for Employees, Executive Officers, and Directors

 

Pubco will adopt a Code of Business Conduct and Ethics, or the Code of Conduct, applicable to all of Pubco’s employees, executive officers and directors. After the consummation of the Business Combination, the Code of Conduct will be available on the investor relations portion of Pubco’s website at . Information contained on or accessible through this website is not a part of this proxy statement/prospectus, and the inclusion of this website address in this proxy statement/prospectus is an inactive textual reference only. The nominating and corporate governance committee of the Pubco Board will be responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. Pubco expects that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on its website.

 

Foreign Private Issuer and Controlled Company Exemptions

After the closing of the Business Combination, Pubco will be considered a “foreign private issuer” under the securities laws of the United States and the rules of the NYSE. Under the applicable securities laws of the United States, “foreign private issuers” are subject to different disclosure requirements than U.S. domiciled issuers. Pubco intends to take all necessary measures to comply with the requirements of a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules of which were adopted by the SEC and NYSE as listing standards and requirements. Under NYSE’s rules, a “foreign private issuer” is subject to less stringent corporate governance and compliance requirements and subject to certain exceptions, NYSE permits a “foreign private issuer” to follow its home country’s practice in lieu of the listing requirements of NYSE. Certain corporate governance practices in the Cayman Islands, which is Pubco’s home country, may differ significantly from NYSE corporate governance listing standards.

 

In addition, immediately after the consummation of the Business Combination, Pubco is expected to be a “controlled company” as defined under the NYSE rules, because the LLP shareholders will beneficially own (i) 75.7% of the issued and outstanding Pubco Ordinary Shares, assuming no redemption of TWOA’s Public Shares in connection with the Business Combination, (ii) 76.8% of the issued and outstanding Pubco Ordinary Shares, assuming interim redemption of TWOA’s Public Shares in connection with the Business Combination, or (iii) 77.8% of the issued and outstanding Pubco Ordinary Shares, assuming maximum redemptions of TWOA’s Public Shares in connection with the Business Combination. For as long as Pubco remains a controlled company under that definition, Pubco is permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules.

 

As a result of its status as a “foreign private issuer” and a “controlled company,” among other things, Pubco is not required to have:

 

  a majority of the board of directors consisting of independent directors;
     
  a compensation committee consisting of independent directors;
     
  a nominating committee consisting of independent directors; or
     
  regularly scheduled executive sessions with only independent directors each year.

 

Accordingly, Pubco’s shareholders may not receive the same protections afforded to shareholders of companies that are subject to all of NYSE’s corporate governance requirements. Pubco would cease to be a foreign private issuer at such time as more than 50% of its outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of Pubco’s executive officers or directors are U.S. citizens or residents, (ii) more than 50% of its assets are located in the United States or (iii) its business is administered principally in the United States. In addition, Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements. Foreign private issuers, similar to emerging growth companies, are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if Pubco no longer qualifies as an emerging growth company but remains a foreign private issuer, it will continue to be exempt from the more stringent compensation disclosures required of public companies that are neither an emerging growth company nor a foreign private issuer. For further details, see “Risk Factors – Risks Relating to Pubco’s Business and Operations Following the Business Combination with LLP – As a “foreign private issuer” under the rules and regulations of the SEC, Pubco is permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules and is permitted to follow certain home-country corporate governance practices in lieu of certain NYSE requirements applicable to U.S. issuers.If at any time Pubco ceases to be a foreign private issuer, it will take all action necessary to comply with the applicable rules of the SEC and the NYSE.

 

However, upon consummation of the Business Combination, we believe that Pubco’s established practices in the area of corporate governance will be in line with the spirit of the NYSE standards and provide adequate protection to our shareholders. We do not expect that there will be any significant differences between Pubco’s corporate governance practices and the NYSE standards applicable to listed U.S. companies. 

 

Post-Business Combination Executive and Director Compensation

 

Following the consummation of the Business Combination, Pubco will be responsible for making all determinations with respect to its executive compensation programs and the compensation of its executive officers. Pubco intends to retain compensation consultants to develop a structured and market-based executive compensation program that is designed to align compensation with business objectives and the creation of shareholder value, while enabling Pubco to attract, retain, incentivize and reward individuals who contribute to its long-term success. Decisions regarding the executive compensation program will be made by the compensation committee of the Pubco board of directors. Pubco will retain compensation consultants to devise a structured and market-based compensation program.

 

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

TWOA Related Party Transactions

 

Founder Shares

 

On January 21, 2021, the Original Sponsor paid $25,000, or approximately $0.004 per share, to cover expenses in consideration for 5,359,375 Founder Shares. Up to 750,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 8, 2021, the Original Sponsor transferred 25,000 Founder Shares to each of Michelle Gill, Ryan Petersen and Laura de Petra, and 30,000 Founder Shares to Pierre Lamond. Such shares will not be subject to forfeiture in the event the underwriter’s over-allotment is not exercised. The underwriters partially exercised their over-allotment option on April 13, 2021 and on April 19, 2021, the Original Sponsor surrendered 390,625 Founder Shares for no consideration resulting in 5,359,375 Founder Shares issued and outstanding with no shares subject to forfeiture. On March 31, 2023, 3,347,611 Founder Shares were purchased from the Original Sponsor by the Sponsor. An aggregate of 135,000 Founder Shares was transferred by the Sponsor to TWOA’s directors and advisors in August 2023.

 

The Initial Shareholders and the Sponsor have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

 

Private Placement Shares

 

Simultaneously with the closing of the Initial Public Offering, TWOA consummated the Private Placement of 600,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Original Sponsor, generating gross proceeds of approximately $6.0 million. If the over-allotment option was exercised, the Original Sponsor could have purchased an additional amount of up to 60,000 Private Placement Shares at a price of $10.00 per share. A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account. Simultaneously with the closing of the Over-Allotment on April 13, 2021, TWOA consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Original Sponsor, generating gross proceeds to TWOA of $287,500. On December 30, 2022, the Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to TWOA for no value and TWOA cancelled the Private Placement Shares effective as of the same date.

 

Sponsor Loan

 

On January 21, 2021, the Original Sponsor agreed to loan TWOA up to $300,000 pursuant to a promissory note (the “Promissory Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. TWOA borrowed approximately $81,000 under the Note and repaid the Note in full on April 5, 2021. No additional borrowing is available under the Promissory Note.

 

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Working Capital Loans

 

In addition, in order to finance transaction costs in connection with a Business Combination, the Original Sponsor, the Sponsor, any of their affiliates, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (Working Capital Loans). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement shares at a price of $10.00 per share. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2023 and December 31, 2022, the Company had [no] Working Capital Loans outstanding.

 

Registration Rights

 

The holders of Founder Shares, Private Placement Shares, and Class A ordinary shares that may be issued upon conversion of Working Capital Loans were entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The underwriter was entitled to an underwriting discount of $0.20 per share, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $7.0 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

 

The underwriter partially exercised the over-allotment option and was entitled to an additional fee of approximately $755,000 (net of a required reimbursement from the underwriter), of which approximately $503,000 was for deferred underwriting commissions fees.

 

On February 14, 2023, the representative of the underwriters waived any rights to receive the deferred underwriting commissions. and it has ceased its involvement in TWOA’s initial business combination.

 

Administrative Support Agreement

 

On March 29, 2021, the Company entered into that certain administrative services agreement (the “Administrative Services Agreement”) with the Original Sponsor pursuant to which, commencing on the date the Company’s securities were first listed on the NYSE, the Company agreed to pay the Original Sponsor a total of $10,000 per month for office space, secretarial and administrative services. On March 31, 2023, pursuant to an assignment and assumption agreement, the Original Sponsor assigned the Administrative Services Agreement to the Sponsor. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2022, an aggregate of $210,000 in expenses for these services had been paid to the Original Sponsor. An aggregate of $240,000 was paid to the Original Sponsor from the date the Company’s securities were first listed on the NYSE to March 31, 2023. As of November 30, 2023, an aggregate of $80,000 in expenses for these services had been paid to the Sponsor.

 

LLP Related Party Transactions

 

Loan Receivables from Affiliates

 

On June 25, 2015, LLP entered into an agreement with Latam Logistic Investments LLC to receive loans to meet certain tax obligations. Latam Logistic Investments LLC is a wholly-owned company of one of the prior executives of LLP and owns 8.0% of LLP. In July 2020, LLP expanded the note receivable from Latam Logistic Investments LLC from $3,015,000 to $4,165,000 and extended the term to December 31, 2023. In June 2021, LLP expanded the note receivable from Latam Logistics Investment LLC from $4,165,000 to $4,850,000. In May 2022, LLP expanded the note receivable from Latam Logistics Investment LLC from $4,850,000 to $6,950,000. The expiration of the term remained as December 31, 2023. As of September 30, 2023, December 31, 2022 and December 31, 2021, the notes receivable had a fixed interest rate of 9.0%. The main conditions of the notes receivable are payment of the balance at maturity, including interest receivable, the possibility of early payments without penalty, guarantee over ordinary shares and a promissory note. As of September 30, 2023, December 31, 2022 and 2021 the note receivable balance, including accrued interest, was $9,273,282, $8,798,945 and $6,137,573, respectively.

 

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Management and Advisory Services

 

LLP paid Jaguar Growth Partners LLC $365,264, $54,810 and $27,000 for management and advisory services provided to LLP during the nine months ended September 30, 2023, the year ended December 2022, and the year ended December 31, 2021, respectively. On May 12, 2023, and effective as of November 17, 2022, LLP entered into an agreement with Jaguar Growth Partners LLC to pay $50,000 per quarter for management advisory services related to consideration for Esteban Saldarriaga, LLP’s Chief Executive Officer.

 

ARQ Consultants Inc, whose President is an LLP board member, provided $23,500 and $7,000 of management and advisory services to LLP for the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively.

 

LLP reimburses its executives for reasonable travel-related expenses incurred while conducting business on behalf of LLP.

 

Legal Services

 

Ramirez & Cardona Abogados, whose managing partner is an LLP board member, provided legal services to LLP at a cost of $11,035, $39,979, and $41,597 for the nine months ended September 30, 2023, the year ended December 2022, and the year ended December 31, 2021, respectively.

 

Marketing Services

 

A key management personnel member’s spouse is a partner of Bravo Bravo Taller Creativo, which provided $8,493 and $32,781 of marketing services to LLP during 2022 and 2021, respectively.

 

Related Person Transactions Policy Following the Business Combination

 

Upon the consummation of the Business Combination, Pubco will adopt a related party transaction policy. Pubco expects that this related party transaction policy will require certain related party transactions to be approved by Pubco’s board of directors or a designated committee thereof, which may include the audit committee, once implemented.

 

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BENEFICIAL OWNERSHIP OF SECURITIES

 

The following tables and accompanying footnotes set forth information with respect to the beneficial ownership of (i) TWOA, as of                , 2023, prior to the Business Combination, and (ii) Pubco, immediately following the completion of the Business Combination, assuming that no Public Shares are redeemed and, alternatively, that           Public Shares are redeemed in connection with the Business Combination:

 

  each person known or expected by TWOA to be the beneficial owner of more than 5% of its outstanding Ordinary Shares or Pubco Ordinary Shares on such dates;
     
  each current executive officer of TWOA and each member of TWOA Board, and all executive officers and directors of TWOA as a group;
     
  each person who will become an executive officer or director of Pubco upon consummation of the Transactions and all of such executive officers and directors as a group.

 

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.

 

Beneficial ownership of Ordinary Shares pre-Business Combination is based on 10,359,388 Ordinary Shares issued and outstanding (including 5,359,375 Founder Shares) as of                  , 2023.

 

The expected beneficial ownership of Pubco Ordinary Shares immediately following completion of the Business Combination assumes two scenarios:

 

  Assuming No Redemptions: This presentation assumes that no Public Shareholders of TWOA exercise redemption rights with respect to their Public Shares upon consummation of the Business Combination.
     
  Assuming Maximum Redemptions: This presentation assumes that TWOA shareholders holding 1,014,169 Class A Ordinary Shares will exercise their redemption rights for an aggregate payment of $10,658,916 from the Trust Account. Such amount represents the maximum number of Class A Ordinary Shares redemptions that could occur with the Minimum Cash Condition still being satisfied.

 

Both scenarios assume that there will be an aggregate of 10,359,388 Ordinary Shares issued and outstanding immediately prior to the completion of the Business Combination, which shares will have been exchanged for Pubco Ordinary Shares upon completion of the Business Combination.

 

Both scenarios assume that, at the Closing, 28,600,000 Pubco Ordinary Shares will be issued to the LLP Shareholders as Merger Consideration.

 

Based on the foregoing assumptions, we estimate that there would be 37,759,388 Pubco Ordinary Shares issued and outstanding immediately following the consummation of the Business Combination in the “no redemption” scenario, and 36,745,219 Pubco Ordinary Shares issued and outstanding immediately following the consummation of the business combination in the “maximum redemption” scenario. If the actual facts are different from the foregoing assumptions, ownership figures in Pubco and the columns under “Assuming No Redemptions” and “Assuming Maximum Redemptions” in the table that follows will be different.

 

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Pre-Business Combination Beneficial Ownership Table

 

  Class A Ordinary Shares  Class B Ordinary Shares  Approximate Percentage
Name and Address of Beneficial Owner(1)  Number of Shares Beneficially Owned  Approximate Percentage of Class  Number of Shares Beneficially Owned  Approximate Percentage of Class  of
Outstanding Ordinary Shares
Thomas D. Hennessy(2)                            —     —      3,212,611    59.94%                   31.0%
Nicholas Geeza   —     —                               —         
M. Joseph Beck   —      —      25,000    *    *  
Adam Blake   —      —      25,000    *    *  
Jack Leeney   —      —      25,000    *    *  
Gloria Fu   —      —      30,000    *    *  
All TWOA directors and executive officers as a group (six individuals)   —      —      3,317,611    61.9%   32.0%
Other 5% Shareholders                         
HC PropTech Partners III LLC   —      —      3,212,611    59.94%   31.0%
two sponsor(3)   —      —       1,906,764      35.6 %    18.4 %
Radcliffe Capital Management, L.P.(4)   490,000    9.80%   —      —      4.73%

 

* Less than 1.0%.

 

(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o two, 195 US HWY 50, Suite 208, Zephyr Cove, NV 89448.

 

(2) Mr. Hennessy exercises voting and investment control over TWOA shares that are held by HC PropTech Partners III LLC.

 

(3) The business address of the reporting person is 900 Kearny Street Suite 610, the Presidio of San Francisco, San Francisco, CA 94133.

 

(4) According to the Schedule 13G filed by the reporting person on April 13, 2023, Radcliffe Capital Management, L.P. is the relevant entity for which RGC Management Company, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons. Radcliffe SPAC Master Fund, L.P. is the relevant entity for which Radcliffe SPAC GP, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons. The business address of each of the entities is 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004.

 

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Post-Business Combination Beneficial Ownership Table

 

Name and Address of Beneficial Owner(1)   Pubco Post-Business Combination
   (assuming no redemptions by
two shareholders in
connection with the Business Combination)
  (assuming maximum redemptions by
two shareholders in
connection with the Business Combination)
   Number of Ordinary Shares  % of Ordinary Shares   Number of Ordinary Shares 

% of Ordinary Shares

Directors and Executive Officers Post-Business Combination:                 
Esteban Saldarriaga                      
Annette Fernandez                     
Guillermo Zarco B.                     
Aris Stamatiadis                     
Alvaro Chinchayan                     
José Ramón Ramirez                     
All directors and executive officers of Combined Company post-Business Combination as a group                 
                     
Five Percent Holders:                 

 

* Less than 1.0%.

 

(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Logistic Properties of the Americas, 601 Brickell Key Drive, Suite 700, Miami, FL 33131.

 

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DESCRIPTION OF PUBCO SECURITIES

 

A summary of the material provisions governing Pubco’s securities immediately following consummation of the Business Combination is described below. This summary is not complete and should be read together with the Proposed Charter.

 

Pubco is a Cayman Islands exempted company and its affairs will be governed by the Proposed Charter, the Companies Act and other legislation and common law of the Cayman Islands. Pursuant to the Proposed Charter, which will be adopted prior to the consummation of the Business Combination, Pubco will be authorized to issue 450,000,000 Pubco Ordinary Shares and 50,000,000 preference shares, $0.0001 par value each (the “Preference Shares”). The following description summarizes certain terms of Pubco’s shares as set out more particularly in the Proposed Charter. Because this section is only a summary, it may not contain all the information that is important to you.

 

Ordinary Shares

 

It is anticipated that upon completion of the Business Combination, (i) if no TWOA shareholders redeem their public shares in connection with the Business Combination, the TWOA public shareholders would own approximately 13.2% of the Pubco Ordinary Shares, the Sponsor, initial shareholders of TWOA and other holders of Founder Shares would own approximately 11.1% of the Pubco Ordinary Shares, and the LLP shareholders would own approximately 75.7% of the Pubco Ordinary Shares; (ii) if there are interim redemptions (i.e., 10% of the currently outstanding Public Shares) by TWOA shareholders in connection with the Business Combination, the TWOA public shareholders would own approximately 12.1% of the Pubco Ordinary Shares, the Sponsor, initial shareholders of TWOA and other holders of Founder Shares would own approximately 11.1% of the Pubco Ordinary Shares, and the LLP shareholders would own approximately 76.8% of the Pubco Ordinary Shares; and (iii) if there are maximum redemptions by TWOA shareholders in connection with the Business Combination, the TWOA public shareholders would own approximately 10.8% of the Pubco Ordinary Shares, the Sponsor, initial shareholders of TWOA and other holders of Founder Shares would own approximately 11.4% of the Pubco Ordinary Shares, and the LLP shareholders would own approximately 77.8% of the Pubco Ordinary Shares. See “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information.” If the actual facts are different from the assumptions set forth therein (which they are likely to be), the share numbers set forth above will be different.

 

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Voting at any meeting of shareholders shall be decided on a poll. A poll shall be taken in such manner as the chairperson of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. In the case of an equality of votes, the chairperson of the meeting shall be entitled to exercise a casting vote.

 

Unless specified in the Proposed Charter, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote by ordinary resolution, being a resolution passed at a general meeting of shareholders by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote at such general meeting, is required to approve any such matter voted on by Pubco shareholders. Approval of certain actions will require a special resolution under Cayman Islands law and pursuant to the Proposed Charter, being a resolution passed at a general meeting of shareholders by a majority of at least two-thirds (2/3) of such shareholders as, being entitled to do so, vote in person or by proxy at such general meeting . Such actions include amending the Proposed Charter and approving a statutory merger or consolidation with another company.

 

Pubco may by ordinary resolution appoint or remove any director. The board of directors may also appoint any person as a director, either to fill a vacancy or as an additional director. Pubco’s board of directors is divided into three classes. The term of only one class of directors expires in each year and each class (except for those directors appointed prior to Pubco’s first annual general meeting) serves a three-year term. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. As an exempted company incorporated in the Cayman Islands, there is no requirement under the Companies Act for Pubco to hold annual or extraordinary general meetings to appoint directors.

 

The Pubco Ordinary Shares are not entitled to pre-emptive rights, and are not subject to conversion, redemption or sinking fund provisions. Pubco shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

 

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Preference Shares

 

The Proposed Charter authorizes 50,000,000 Preference Shares. Subject to the limitations set out below, the Pubco Board will be authorized to issue shares with or without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise. Accordingly, the Pubco Board will be able to, without shareholder approval, issue Preference Shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the Pubco Ordinary Shares and could have anti-takeover effects. The issuance of Preference Shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of Pubco and might adversely affect the market price of Pubco Ordinary Shares and the voting and other rights of the holders of Pubco Ordinary Shares.

 

Upon consummation of the Business Combination, no Preference Shares will be outstanding. Although Pubco does not currently intend to issue any Preference Shares, it is not assured that Pubco will not do so in the future.

 

Treasury Shares

 

Pubco directors may, prior to the purchase, redemption or surrender of any share, determine that such share shall be held as a treasury share. As of the date of this proxy statement/prospectus, Pubco has no shares in treasury.

 

Issuance of Shares

 

Subject to the Proposed Charter and, where applicable, the rules and regulations of the applicable stock exchange, the SEC and/or any other competent regulatory authority or otherwise under applicable law, Pubco directors may, in their absolute discretion and without approval of the existing Pubco shareholders, issue, grant options over or otherwise deal with any unissued shares of Pubco to such persons, at such times and on such terms and conditions as they may decide. No share shall be issued at a discount to par, except in accordance with the provisions of the Companies Act. In accordance with its Proposed Charter and the Companies Act, Pubco shall not issue bearer shares.

 

Register of Members

 

Under the Companies Act, Pubco must keep a register of members and there should be entered therein:

 

the names and addresses of the members of the company, a statement of the shares held by each member, which:
distinguishes each share by its number (so long as the share has a number);
confirms the amount paid, or agreed to be considered as paid, on the shares of each member;
confirms the number and category of shares held by each member; and
confirms whether each relevant category of shares held by a member carries voting rights under the Proposed Charter, and if so, whether such voting rights are conditional;
the date on which the name of any person was entered on the register as a member; and
the date on which any person ceased to be a member.

 

For these purposes, “voting rights” means rights conferred on shareholders, including the right to appoint or remove directors, in respect of their shares to vote at general meetings of the company on all or substantially all matters. A voting right is conditional where the voting right arises only in certain circumstances.

 

Under Cayman Islands law, the register of members of an exempted company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of the Business Combination, Pubco’s register of members will be immediately updated to reflect the issue of Pubco Ordinary Shares. Once Pubco’s register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the Pubco Ordinary Shares set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by an exempted company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect of the Pubco Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

 

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Dividends

 

The Pubco Board may pay from time to time declare dividends (including interim dividends) in accordance with the respective rights of the shareholders if it appears to them that they are justified by Pubco’s financial position and that such dividends may lawfully be paid. Pubco has not paid any cash dividends on its shares to date. The payment of cash dividends in the future will be dependent upon Pubco’s revenues and earnings, if any, capital requirements and general financial condition of Pubco subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Pubco Board at such time, and Pubco will only pay such dividend out of its profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. Further, if Pubco incurs any indebtedness in connection with the Business Combination, Pubco’s ability to declare dividends may be limited by restrictive covenants that Pubco may agree to in connection therewith. Dividends may be paid either in cash or otherwise.

 

Under the laws of the Cayman Islands, a Cayman Islands company may pay a dividend on its shares out of either profit or the share premium account, provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due in the ordinary course of business. No dividend shall be paid otherwise than out of profits or, subject to the requirements of the Companies Act and listing rules of the applicable stock exchange, the share premium account.

 

If several persons are registered as joint holders of any share, any of them may give valid receipts for any dividend or other monies payable on or in respect of the share. Unless provided for by the rights attached to a share, no dividend shall bear interest against Pubco.

 

Transfer of Shares

 

Subject to applicable laws, including applicable securities laws, and the restrictions contained in the Proposed Charter, any Pubco shareholder may transfer all or any of their Pubco Ordinary Shares by an instrument of transfer in the usual or common form or any other form prescribed by applicable stock exchange or approved by the board of directors of Pubco from time to time. Pubco shall be entitled to retain any instrument of transfer which is registered. However, an instrument of transfer which the directors refuse to register shall be returned to the person lodging it when notice of the refusal is given by the directors.

 

If the shares in question were issued in conjunction with rights, options or warrants issued pursuant to the Proposed Charter on terms that one cannot be transferred without the other, the directors shall refuse to register the transfer of any such shares without evidence satisfactory to them of the like transfer of such option or warrant. Further, subject to applicable law the directors may suspend registration of the transfer of shares at such times and for such periods, not exceeding 30 days in any calendar year, as they determine.

 

The transferor shall be deemed to remain the holder of any transferred shares until the name of the transferee is entered into Pubco’s register of members.

 

Calls on Ordinary Shares and Forfeiture of Ordinary Shares

 

The board of directors of Pubco may from time to time make calls upon Pubco shareholders for any amounts unpaid for the purchase of their Pubco Ordinary Shares. The Pubco Ordinary Shares that have been called upon and remain unpaid are, after a notice period, subject to forfeiture.

 

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Variations of Rights of Shares

 

If at any time the share capital of Pubco is divided into different classes of shares, all or any of the rights attached to any class (unless otherwise provided by the Proposed Charter or the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of not less than two-thirds (2/3) of the issued shares of that class or with the sanction of a special resolution passed in accordance with the Proposed Charter at a separate general meeting of the holders of the shares of that class. To every such separate general meeting, the provisions of the Proposed Charter relating to general meetings shall mutatis mutandis apply, except that: (a) the necessary quorum shall be any one or more persons holding or representing by proxy not less than one-third of the issued shares of the applicable class; and (b) any shareholder holding issued shares of the class, present in person or by proxy or, in the case of a corporate shareholder, by its duly authorized representative, may demand a poll.

 

The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

 

Redemption, Purchase and Surrender of Own Shares

 

Subject to the provisions of the Companies Act and to any rights for the time being conferred on shareholders holding a particular class of shares, and, where applicable, applicable stock exchange rules, the rules and regulations of the SEC and/or any other competent regulatory authority or otherwise under applicable law, Pubco may by its directors:

 

issue shares that are to be redeemed or are liable to be redeemed at the option of the shareholder or Pubco, on the terms and in the manner its directors determine before the issue of those shares;
   
with the consent by special resolution of the shareholders holding shares of the relevant class, vary the rights attaching to that class of shares so as to provide that those shares are to be redeemed or are liable to be redeemed at the option of Pubco on the terms and in the manner determined by the directors at the time of such variation; and
   
purchase all or any of its own shares (including any redeemable shares) in such manner and on such other terms as the directors determine at the time of such purchase.

 

Pubco may make a payment in respect of the redemption or purchase of its own shares in any manner permitted by the Companies Act, including out of capital.

 

In addition, under the Companies Act no such share may be redeemed or repurchased (i) unless it is fully paid-up, (ii) if such redemption or repurchase would result in there being no shares in issue (other than treasury shares), or (iii) if Pubco has commenced liquidation.

 

Pubco directors may also accept the surrender of any fully paid share for no consideration.

 

General Meetings of Shareholders

 

As a Cayman Islands exempted company, Pubco is not obliged by the Companies Act to call annual general meetings; however, the Proposed Charter provides that to the extent required by stock exchange listing rules or any applicable law, Pubco will hold an annual general meeting at such time and place as the board of directors of Pubco may determine. At annual general meetings, the annual accounts and report of the directors (if any) shall be presented.

 

At least five clear calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given or on which it is to take effect and shall specify (a) the place, the day and the hour of the meeting, (b) if the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting, (c) the general nature of the business to be transacted, and (d) if a resolution is proposed as a special resolution, the text of that resolution; provided that a general meeting of Pubco shall, whether or not the notice specified in the regulation has been given and whether or not the provisions of the Proposed Charter regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: (i) in the case of an annual general meeting, by all the shareholders (or their proxies) entitled to attend and vote thereat; and (ii) in the case of an extraordinary general meeting, by shareholders (or their proxies) having a right to attend and vote at the meeting, together holding not less than 95% of the votes entitled to be cast at such extraordinary general meeting. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any shareholder shall not invalidate the proceedings at any meeting.

 

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The board of directors of Pubco may call extraordinary general meetings, and must convene an extraordinary general meeting upon the requisition of Pubco shareholders holding at the date of deposit of the requisition not less than 40% of the right to vote at such general meeting. The requisition must (a) be in writing, (b) specify the purpose of the meeting, (c) be signed by or on behalf of each requisitioner and (d) be delivered in accordance with the notice provisions of the Proposed Charter. If the directors do not within 21 clear calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting, the requisitioner(s) may themselves convene a general meeting within three months after the end of that period.

 

No business shall be transacted at any general meeting unless a quorum of shareholders is present at the time when the general meeting proceeds to business. The holders of at least one third of the issued and outstanding shares of Pubco, being individuals present in person or by proxy or if a corporation or other non-natural person, by its duly authorized representative or proxy and entitled to vote at the general meeting, will constitute a quorum. If a quorum is not present within 15 minutes from the time appointed for the meeting, or if at any time during the meeting it becomes inquorate, then: (i) if the meeting was requisitioned by shareholders, the meeting shall be cancelled, or (ii) in any other case, the meeting shall stand adjourned to the same time and place seven days from the date of the initial meeting or to such other time and place as is determined by the directors. If a quorum is not present within 15 minutes of the time appointed for the adjourned meeting, then the meeting shall be dissolved.

 

The chairperson of the board of directors or such other director as the directors have nominated to chair Pubco Board meetings in the absence of the chairperson shall preside as chairperson at every general meeting of Pubco. If at any meeting the chairperson of the board of directors is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their number to be chairperson of the meeting. If no director is present within 15 minutes of the time appointed for the meeting, or if no director is willing to act as chairperson, the shareholders present or by proxy shall choose one of their number to chair the meeting.

 

The chairperson of the meeting may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for twenty clear calendar days or more, not less than five clear calendar days’ notice of the date, time and place of the adjourned meeting and the general nature of the business to be transactions shall be given to shareholders.

 

Record Dates

 

In accordance with the Proposed Charter, the directors may fix any time and date as the record date for: (a) calling a general meeting of shareholders; (b) declaring or paying a dividend; (c) making or issuing an allotment of shares; or (d) conducting any other business required pursuant to the Proposed Charter. The record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.

 

Directors

 

Appointment, Disqualification and Removal of Directors

 

The management of Pubco is vested in a board of directors. The Proposed Charter provides that there shall be a board of directors consisting of no less than one (1) and no more than nine (9) directors; provided that Pubco may, from time to time, increase or decrease the limits on the number of directors by ordinary resolution. It is expected that upon the closing of the Business Combination, the board of directors will consist of seven (7) directors and will have no vacancy.

 

The Proposed Charter provides that the directors shall be divided into three (3) classes designated as Class I, Class II and Class III, with as nearly equal a number of directors in each group as possible. Subject to the Proposed Charter, directors must be assigned to each class in accordance with a resolution or resolutions adopted by the board of directors.

 

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Director nominees may be appointed by the directors as outlined above or elected by an ordinary resolution at a general meeting. The seats of those directors whose terms expire at each annual general meeting will be filled at such annual general meeting. For illustrative purposes, at the 2024 annual general meeting, the term of office of the initial Class I directors shall expire and Class I directors shall be elected for a full term of three (3) years. At the 2025 annual general meeting, the term of office of the initial Class II directors shall expire and Class II directors shall be elected for a full term of three (3) years. At the 2026 annual general meeting, the term of office of the initial Class III directors shall expire and Class III directors shall be elected for a full term of three (3) years. Subject to the Proposed Charter, at each succeeding annual general meeting, directors shall be elected for a full term of three (3) years to succeed the directors of the class whose terms expire at such annual general meeting.

 

Without prejudice to the power of Pubco to appoint a person to be a director by ordinary resolution and subject to the Proposed Charter, the directors shall have power at any time to appoint any person who is willing to act as a director, either to fill a vacancy or as an additional director. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until their successor shall have been elected and qualified.

 

In the case of an equality of votes on any matter arising at any meeting of the directors, the chairperson of the board of directors may exercise a second or casting vote.

 

Indemnity of Directors and Officers

 

The Companies Act does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect or the consequences of committing a crime. The Proposed Charter provides for indemnification of Pubco officers and directors to the maximum extent permitted by applicable law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

 

In accordance with the Proposed Charter, Pubco may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the directors (other than liability arising out of that person’s dishonesty): (a) an existing or former director (including alternate director), secretary, officer or auditor of Pubco, Pubco’s existing or former subsidiaries, a company in which Pubco has or had an interest (whether direct or indirect); or (b) a trustee of an employee or retirement benefits scheme or other trust in which any of the aforementioned is or was interested.

 

Inspection of Books and Records

 

The board of directors of Pubco will determine whether, to what extent, at what times and places and under what conditions or regulations the accounts and books of Pubco will be open to the inspection by Pubco shareholders not being directors, and no Pubco shareholder (not being a director) will otherwise have any right of inspecting any account or book or document of Pubco except as required by the Companies Act (and every other law and regulation of the Cayman Islands for the time being in force concerning companies and affecting Pubco) or authorized by the board of directors of Pubco or by Pubco shareholders by ordinary resolution.

 

Changes in Capital

 

Pubco may from time to time by ordinary resolution do any of the following and amend its memorandum of association for such purpose:

 

increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution will prescribe;
   
consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;

 

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convert all or any of its paid up shares into stock, and reconvert that stock into paid up shares of any denomination;
   
sub-divide its existing shares or any of them into shares of an amount smaller than that fixed by the memorandum, provided, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and
   
cancel any shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

 

Subject to the provisions of the Companies Act (and any other law and regulation of the Cayman Islands applicable to Pubco) and any rights for the time being conferred on shareholders holding a particular class of shares, Pubco may by special resolution reduce its share capital any way.

 

Winding Up

 

If Pubco shall be wound up, the liquidator may, subject to the rights attaching to any shares and with the approval of a special resolution and any other approval required by the Companies Act, divide amongst the shareholders in kind the whole or any part of the assets of Pubco (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the shareholders as the liquidator, with the like approval, shall think fit, but so that no shareholder shall be compelled to accept any asset upon which there is a liability.

 

Certain Differences in Corporate Law

 

Cayman Islands exempted companies are governed by the Companies Act. The Companies Act is modeled on English law but does not follow recent English law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions of the Companies Act applicable to Pubco and the laws applicable to companies incorporated in the United States and their shareholders.

 

Mergers and Similar Arrangements. In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands exempted companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction) so as to form a single surviving company.

 

Where the merger or consolidation is between two Cayman Islands exempted companies, the directors of each exempted company must approve and enter into a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of two-thirds in value of the voting shares voted at a general meeting) of the shareholders of each exempted company; or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that holds issued shares that together represent at least 90% of the votes at a general meeting of the subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.

 

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Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted; and (v) that there are no reasons why it would be against the public interest to allow the merger or consolidation.

 

Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required (in addition to the declarations set out above) to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.

 

Where the above procedures are adopted, the Companies Act provides certain limited appraisal rights for dissenting shareholders to be paid a payment of the fair value of such holder’s shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the shareholder must give their written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for their shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of their intention to dissent including, among other details, a demand for payment of the fair value of their shares (including their name, address, and number and classes of shares in respect of which such person dissents); (d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase their shares at a price that the company determines is the fair value and if the company and the shareholder agree upon the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company must (and any dissenting shareholder may) file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.

 

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Moreover, Cayman Islands law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, commonly referred to in the Cayman Islands as a “scheme of arrangement,” which may be tantamount to a merger. Schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved (i) in relation to a compromise or arrangement between a company and its creditors or any class of them, a majority in number of such creditors or class of creditors with whom the arrangement is to be made and who must in addition represent 75% in value of such creditors or class of creditors, as the case may be, that are present and voting either in person or by proxy at a meeting summoned for that purpose; and (ii) in relation to a compromise or arrangement between a company and its shareholders or any class of them, shareholders who represent 75% in value of the company’s shareholders or class of shareholders, as the case may be, that are present and voting either in person or by proxy at a meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

 

Pubco is not proposing to act illegally or beyond the scope of its corporate authority and the statutory provisions as to majority vote have been complied with;
Pubco shareholders have been fairly represented at the meeting in question; the arrangement is such as a businessman would reasonably approve; and
the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”

 

If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting shareholders of United States corporations.

 

Squeeze-out Provisions. When a tender offer is made and accepted by holders of 90% in value of the shares affected to whom the offer relates within four months, the offeror may, within a two-month period after the expiration of the initial four month period, give notice in the prescribed manner specified in the Companies Act to any dissenting shareholder that it desires to acquire that person’s shares on the terms of the offer and, where such notice is given, the shareholder shall (unless otherwise provided for in the Companies Act) transfer such shares to the offeror. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.

 

Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than these statutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements of an operating business.

 

Shareholders’ Suits. Ogier (Cayman) LLP, Pubco’s Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, Pubco will be the proper plaintiff in any claim based on a breach of duty owed to Pubco, and a claim against (for example) Pubco officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:

 

a company is acting, or proposing to act, illegally or ultra vires (beyond the scope of its authority);
the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or
those who control the company are perpetrating a “fraud on the minority.”

 

A shareholder may have a direct right of action against Pubco where the individual rights of that shareholder have been infringed or are about to be infringed.

 

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Enforcement of Civil Liabilities. The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

 

Pubco has been advised by Ogier (Cayman) LLP, as Pubco’s Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against Pubco judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against Pubco predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

 

Special Considerations for Exempted Companies. Pubco is an exempted company with limited liability (meaning its public shareholders have no liability, as members of the company, for liabilities of the company over and above the amount paid for their shares) under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

 

annual reporting requirements are minimal and consist mainly of a statement that the company has conducted its operations mainly outside of the Cayman Islands and has complied with the provisions of the Companies Act;
an exempted company’s register of members is not open to inspection;
an exempted company does not have to hold an annual general meeting;
an exempted company may issue shares with no par value;
an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; and
an exempted company may register as a limited duration company; and an exempted company may register as a segregated portfolio company.

 

Anti-Money Laundering—Cayman Islands

 

In order to comply with legislation or regulations aimed at the prevention of money laundering and terrorist financing, Pubco is required to adopt and maintain anti-money laundering procedures, and will require current or prospective shareholders to provide evidence to verify their identity, address and source of funds. Where permitted, and subject to certain conditions, Pubco may also delegate the maintenance of its anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.

 

Pubco reserves the right to request such information and evidence as is necessary to verify the identity, address and source of funds of a current or prospective shareholder.

 

In the event of delay or failure on the part of the prospective shareholder in producing any information or evidence required for verification purposes, Pubco may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited. Pubco will not be liable for any loss suffered by a prospective shareholder arising as a result of a refusal of, or delay in processing, an application from a prospective shareholder if such information and documentation requested has not been provided by the prospective shareholder in a timely manner.

 

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Pubco also reserves the right to refuse to make any distribution payment to a shareholder if our directors or officers suspect or are advised that the payment of such distribution to such shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.

 

If any person resident in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (As Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering or (ii) the Financial Reporting Authority or a police officer of the rank of constable or higher if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report will not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

 

By applying for shares, the prospective shareholder consents to the disclosure of any information about them to regulators and others upon request in connection with money laundering, terrorist financing and similar matters both in the Cayman Islands and in other jurisdictions.

 

Data Protection in the Cayman Islands—Privacy Notice

 

References in this section to “we” refer to Pubco.

 

This privacy notice explains the manner in which we collect, process, and maintain personal data about investors of Pubco pursuant to the Data Protection Act (Revised) of the Cayman Islands, as amended from time to time and any regulations, codes of practice, or orders promulgated pursuant thereto (the “DPA”).

 

We are committed to processing personal data in accordance with the DPA. In our use of personal data, we will be characterized under the DPA as a “data controller,” whilst certain of our service providers, affiliates, and delegates may act as “data processors” under the DPA. These service providers may process personal data for their own lawful purposes in connection with services provided to us. For the purposes of this Privacy Notice, “you” or “your” shall mean the shareholder (including prospective shareholders) and shall also include any individual connected to the shareholder.

 

By virtue of your investment in Pubco, we and certain of our service providers may collect, record, store, transfer, and otherwise process personal data by which individuals may be directly or indirectly identified. We may combine personal data that you provide to use with personal data that we collect from, or about you. This may include personal data collected in an online or offline context including from credit reference agencies and other available public databases or data sources, such as news outlines, websites and other media sources and international sanctions lists.

 

Your personal data will be processed fairly and for lawful purposes, including (a) where the processing is necessary for us to perform a contract to which you are a party or for taking pre-contractual steps at your request, (b) where the processing is necessary for compliance with any legal, tax, or regulatory obligation to which we are subject, (c) where the processing is for the purposes of legitimate interests pursued by us or by a service provider to whom the data are disclosed, or (d) where you otherwise consent to the processing of personal data for any other specific purpose. As a data controller, we will only use your personal data for the purposes for which we collected it. If we need to use your personal data for an unrelated purpose, we will contact you.

 

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We anticipate that we will share your personal data with our service providers for the purposes set out in this privacy notice. We may also share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share your personal data with regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory including to any other person where we have a public or legal duty to do so (e.g. to assist with detecting and preventing fraud, tax evasion, and financial crime or compliance with a court order).

 

Your personal data shall not be held by Pubco for longer than necessary with regard to the purposes of the data processing.

 

We will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPA. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that data.

 

We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction, or damage to the personal data.

 

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment into Pubco, this will be relevant for those individuals and you should transmit this document to those individuals for their awareness and consideration.

 

You have certain rights under the DPA, including (a) the right to be informed as to how we collect and use your personal data (and this privacy notice fulfils our obligation in this respect), (b) the right to obtain a copy of your personal data, (c) the right to require us to stop direct marketing, (d) the right to have inaccurate or incomplete personal data corrected, (e) the right to withdraw your consent and require us to stop processing or restrict the processing, or not begin the processing of your personal data, (f) the right to be notified of a data breach (unless the breach is unlikely to be prejudicial), (g) the right to obtain information as to any countries or territories outside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer, or wish to transfer your personal data, general measures we take to ensure the security of personal data, and any information available to us as to the source of your personal data, (h) the right to complain to the Office of the Ombudsman of the Cayman Islands, and (i) the right to require us to delete your personal data in some limited circumstances.

 

If you do not wish to provide us with requested personal data or subsequently withdraw your consent, you may not be able to invest in Pubco or remain invested in Pubco as it will affect the Pubco’s ability to manage your investment.

 

If you consider that your personal data has not been handled correctly, or you are not satisfied with our responses to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by email at info@ombudsman.ky or by accessing their website here: ombudsman.ky.

 

Certain Anti-Takeover Provisions of the Proposed Charter

 

The Proposed Charter provides that the Pubco Board will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of the Pubco Board only by successfully engaging in a proxy contest at two or more annual general shareholder meetings.

 

Pubco’s authorized but unissued Pubco Ordinary Shares and Preference Shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Pubco Ordinary Shares and Preference Shares could render more difficult or discourage an attempt to obtain control of Pubco by means of a proxy contest, tender offer, merger or otherwise. However, under Cayman Islands law, the Pubco Board may only exercise the rights and powers granted to them under the Proposed Charter for a proper purpose and for what they believe in good faith to be in the best interests of Pubco.

 

Listing of Securities

 

Pubco intends to apply to have Pubco Ordinary Shares listed on NYSE under the symbol “LLP”.

 

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COMPARISON OF THE RIGHTS OF HOLDERS OF ORDINARY SHARES

 

After the Closing, the rights of shareholders will be governed by the Proposed Charter rather than the Current Charter and certain rights of shareholders and the scope of the powers of the Pubco Board and management will be altered as a result. The SPAC-specific provisions of the Current Charter are not included in the Proposed Charter. Shareholders should consider the following summary comparison of the Proposed Charter, on the one hand, and the Current Charter, on the other. This comparison is not intended to be complete and is qualified in its entirety by reference to the Current Charter and the Proposed Charter. You should read the form of the Proposed Charter attached to this proxy statement/prospectus as Annex C carefully and in its entirety.

 

    Current Charter   Proposed Charter
Corporate Purpose   The objects for which TWOA is established are unrestricted and TWOA shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.   The objects for which Pubco is established are unrestricted and Pubco shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.
         
Share Capital   TWOA’s authorized share capital is US$41,100 divided into 400,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, 10,000,000 Class B Ordinary Shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each.  

Pubco’s authorized share capital is US$50,000 divided into 450,000,000 Ordinary Shares of a par value of US$0.0001 each and 50,000,000 preference shares of US$0.0001 each.

 

         
Issue of Shares   Subject to applicable law, the terms of the Current Charter, and the rules of the applicable stock exchange and/or any other competent regulatory authority, the directors have general and unconditional authority to allot, issue, grant options over or otherwise dispose of any unissued shares of TWOA (both Ordinary Shares and preference shares) to such persons, at such times and on such terms and conditions as they may decide, save that the directors may not allot, issue, grant options over or otherwise dispose any unissued shares to the extent that it may affect the ability of TWOA to carry out a Founder Share conversion upon the consummation of TWOA’s initial business combination, as described in Article 12 of the Current Charter. Notwithstanding the above, following the IPO and prior to the consummation of an initial business combination, the directors may not issue additional shares that would entitle the holders thereof to (a) receive funds from the Trust Account or (b) vote as a class with the Public Shares (i) on any initial business combination or on any other proposal presented to holders of shares prior to or in connection with the completion of any business combination or (ii) to approve an amendment to the Current Charter to (x) extend the time to consummate an initial business combination beyond 24 months from the closing of the IPO or (y) amend the foregoing provisions of this paragraph.   Subject to applicable law, the terms of the Proposed Charter, and the rules of the applicable stock exchange and/or any other competent regulatory authority, the directors have general and unconditional authority to allot, issue, grant options over or otherwise dispose of any unissued shares of Pubco (both Ordinary Shares and preference shares) to such persons, at such times and on such terms and conditions as they may decide.

 

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    Current Charter   Proposed Charter
Directors; Classes   The directors shall be divided into three classes: Class I, Class II and Class III. Immediately prior to the consummation of the IPO, the then existing directors by resolution classified themselves as Class I, Class II or Class III directors. The Class I directors shall stand elected for a term expiring at TWOA’s first annual general meeting, the Class II directors shall stand elected for a term expiring at TWOA’s second annual general meeting and the Class III directors shall stand elected for a term expiring at TWOA’s third annual general meeting. Commencing at TWOA’s first annual general meeting, and at each annual general meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their election. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified.  

The directors shall be divided into three classes: Class I, Class II and Class III. The directors of Pubco will classify themselves as Class I, Class II or Class III directors. The Class I directors shall stand elected for a term expiring at Pubco’s first annual general meeting, the Class II directors shall stand elected for a term expiring at Pubco’s second annual general meeting and the Class III directors shall stand elected for a term expiring at Pubco’s third annual general meeting.

 

Commencing at Pubco’s first annual general meeting, and at each annual general meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their election. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified.

         

Board Vacancies;

Removal

 

Prior to the closing of an initial business combination, TWOA may by an ordinary resolution of the holders of the Class B Ordinary Shares appoint any person to be a director or may by an ordinary resolution of the holders of the Class B Ordinary Shares remove any director. For the avoidance of doubt, prior to the closing of an initial business combination, holders of Class A Ordinary Shares shall have no right to vote on the appointment or removal of any director. This provision of the Current Charter is referred to herein as the “Director Appointment Provision.”

 

Following an initial business combination, TWOA may by an ordinary resolution of the holders of all shares appoint any person to be a director.

 

The directors shall have power at any time to appoint any person to be a director, either to fill a vacancy or as an additional director.A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.

 

Pubco may by ordinary resolution appoint any person to be a director or may by ordinary resolution remove any director.

 

The directors shall have power at any time to appoint any person to be a director, either to fill a vacancy or as an additional director.

 

A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.

 

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    Current Charter   Proposed Charter
Shareholder Voting  

Except as otherwise specified in the Current Charter or required by law, the holders of the Class A Ordinary Shares and the Class B Ordinary Shares shall vote as a single class. Votes of shareholders shall be decided on a poll.

 

A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of TWOA (or being corporations by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of TWOA duly convened and held.

 

Except as otherwise required by law, the holders of the Pubco Ordinary Shares shall vote as a single class. Votes of shareholders shall be decided on a poll.

 

A resolution in writing signed by all the shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of Pubco (or being corporations by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of Pubco duly convened and held.

         

Quorum for a

Shareholder Meeting

  Save as provided in the Current Charter, no business shall be transacted at any meeting unless a quorum is present in person or by proxy. One or more shareholders who together hold not less than one-third of the TWOA shares entitled to vote at such meeting, being individuals present in person or by proxy or if a corporation or other nonnatural person by its duly authorised representative or proxy, shall be a quorum; provided that a quorum in connection with any meeting that is convened to vote on an initial business combination or any meeting convened with regards to certain amendments specified in the Current Charter shall be a majority of the TWOA shares entitled to vote at such meeting, being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy.   Save as provided in the Proposed Charter, no business shall be transacted at any meeting unless a quorum is present in person or by proxy. One or more shareholders who together hold not less than one-third of the Pubco shares entitled to vote at such meeting, being individuals present in person or by proxy or if a corporation or other nonnatural person by its duly authorised representative or proxy, shall be a quorum.
         

Amendments to the

Current Charter

  Subject to applicable law, TWOA may, by a special resolution alter or amend the provisions of the existing Articles in whole or in part, except that no amendment may be made to the Current Charter to amend (i) the Current Charter under the heading “Business Combination Requirements” prior to an initial business combination if such amendment were to modify the substance or timing of the redemption of Public Shares in accordance with the Current Charter or with respect to any other provision relating to shareholders’ rights or pre-business combination activity, unless the holders of the Public Shares are provided with the opportunity to redeem their Public Shares upon the approval of any such amendment in the manner and for the price as set out in the Current Charter.   Subject to applicable law, Pubco may, by a special resolution, alter or amend the provisions of the Proposed Charter in whole or in part.

 

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    Current Charter   Proposed Charter

Authority of the

Directors

  The business shall be managed by the directors who may exercise all the powers of the company.   The business shall be managed by the directors who may exercise all the powers of the company.
         

Declaration of

Dividends

 

Subject to the provisions of the Companies Act, TWOA may by ordinary resolution declare dividends in accordance with the respective rights of the shareholders but no dividend shall exceed the amount recommended by the directors.

 

The directors may also pay interim dividends or declare final dividends in accordance with the respective rights of the shareholders if it appears to them that they are justified by the financial position of TWOA and that such dividends may lawfully be paid.

  The directors may from time to time declare dividends (including interim dividends) in accordance with the respective rights of the shareholders if it appears to them that they are justified by the financial position of Pubco and that such dividends may lawfully be paid.
         

Liability of the

Directors

  The Companies Act does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect or the consequences of committing a crime. The Current Charter provides for indemnification of officers and directors to the maximum extent permitted by applicable law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.   The Companies Act does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect or the consequences of committing a crime. The Proposed Charter provides for indemnification of officers and directors to the maximum extent permitted by applicable law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

 

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    Current Charter   Proposed Charter

Indemnification of

Directors, Officers,

Employees and

Others

  See “Liability of the Directors” above.   See “Liability of the Directors” above.
         

Remuneration of

Directors

  The remuneration to be paid to the directors, if any, shall be such remuneration as the directors shall determine, provided that no cash remuneration shall be paid to any director prior to the consummation of an initial business combination. The directors shall also, whether prior to or after the consummation of an initial business combination, be entitled to be paid all out of pocket expenses properly incurred by them in connection with activities on behalf of TWOA, including identifying and consummating an initial business combination.   The remuneration to be paid to the directors, if any, shall be such remuneration as the directors shall determine. The directors shall also be entitled to be paid all out of pocket expenses properly incurred by them in connection with activities on behalf of Pubco.
         
Exclusive Forum   The Current Charter does not include any provisions in relation to the forum in which disputes or claims may be resolved.   The Proposed Charter does not include any provisions in relation to the forum in which disputes or claims may be resolved.
         

Business

Opportunities

  To the fullest extent permitted by applicable law, the Investor Group and the Investor Group Related Persons shall have no duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as TWOA. To the fullest extent permitted by applicable law, TWOA renounces any interest or expectancy of TWOA in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for either the Investor Group or the Investor Group Related Persons, on the one hand, and TWOA, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by applicable law, the Investor Group and the Investor Group Related Persons shall have no duty to communicate or offer any such corporate opportunity to TWOA and shall not be liable to TWOA or its members for breach of any fiduciary duty as a member, director or officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to TWOA, unless such opportunity is expressly offered to such Investor Group Related Person solely in their capacity as director or officer and the opportunity is one TWOA is permitted to complete on a reasonable basis.   To the fullest extent permitted by applicable law, individuals serving as Officers (meaning a person then appointed to hold an office in Pubco, including a director, alternate director or liquidator) shall have no duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as Pubco. To the fullest extent permitted by applicable law, Pubco renounces any interest or expectancy of Pubco in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for either such an Officer, on the one hand, and Pubco, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by applicable law, such Officers shall have no duty to communicate or offer any such corporate opportunity to Pubco and shall not be liable to Pubco or its members for breach of any fiduciary duty as a member, director or officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to Pubco, unless such opportunity is expressly offered to such Officer solely in their capacity as director or officer and the opportunity is one Pubco is permitted to complete on a reasonable basis.

 

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Enforceability of Civil Liability under Cayman Islands Law

 

Pubco has been advised by Ogier (Cayman) LLP, its Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against Pubco judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any State; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against Pubco predicated upon the civil liability provisions of the federal securities laws of the United States or any State, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, given by a court of competent jurisdiction (the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction), and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

 

Anti-Money Laundering — Cayman Islands

 

If any person resident in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved with terrorism or terrorist financing and terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority (“FRA”) of the Cayman Islands, pursuant to the Proceeds of Crime Act (As Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Act (As Revised) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and terrorist property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

 

Data Protection — Cayman Islands — Privacy Notice

 

This privacy notice explains the manner in which Pubco collects, processes and maintains personal data about investors of Pubco pursuant to the Data Protection Act (As Revised) of the Cayman Islands, and any regulations, codes of practice or orders promulgated pursuant thereto (the “DPA”).

 

We are committed to processing personal data in accordance with the DPA. In its use of personal data, Pubco will be characterized under the DPA as a ‘data controller’, whilst certain of Pubco’s service providers, affiliates and delegates may act as ‘data processors’ under the DPA. These service providers, affiliates, and delegates may process personal data for their own lawful purposes in connection with services provided to Pubco. For the purposes of this Privacy Notice, “you” or “your” shall mean the subscriber for Pubco Ordinary Shares and shall also include any individual connected to the subscriber.

 

By virtue of your investment in Pubco, Pubco and certain of Pubco’s service providers, affiliates, and delegates may collect, record, store, transfer and otherwise process personal data by which individuals may be directly or indirectly identified. We may combine personal data that you provide to use with personal date that we collect form, or about you. This may include personal data collected in an online or offline context including from credit reference agencies and other available public databases or data sources, such as news outlines, websites and other media sources and international sanctions lists.

 

Your personal data will be processed fairly and for lawful purposes, including (a) where the processing is necessary for Pubco to perform a contract to which you are a party or for taking pre-contractual steps at your request (b) where the processing is necessary for compliance with any legal, tax or regulatory obligation to which Pubco is subject, (c) where the processing is for the purposes of legitimate interests pursued by Pubco or by a service provider to whom the data are disclosed, or (d) where you otherwise consent to the processing of personal data for any specific purposes. As a data controller, we will only use your personal data for the purposes for which it was collected. If we need to use your personal data for an unrelated purpose, we will contact you.

 

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We anticipate that we will share your personal data with Pubco’s service providers, affiliates, and delegates for the purposes set out in this privacy notice, as well as advisors (e.g., auditors, legal counsel, and tax advisors). We may also share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share your personal data with regulatory, prosecuting and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory including to any other person where we have a public or legal duty to do so (e.g. to assist with detecting and preventing fraud, tax evasion and financial crime or compliance with a court order).

 

Your personal data shall not be held by Pubco for longer than necessary with regard to the purposes of the data processing.

 

We will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPA. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that data. We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.

 

Who This Affects

 

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment into Pubco, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to those individuals or otherwise transmit this document to those individuals for their awareness and consideration.

 

You have certain rights under the DPA, including (a) the right to be informed as to how we collect and use your personal data (b) the right to obtain a copy of your personal data (c) the right to require us to stop direct marketing (d) the right to have inaccurate or incomplete personal data corrected (e) the right to withdraw your consent and require us to stop processing or restrict the processing, or not begin the processing of your personal data (f) the right to be notified of a data breach (unless the breach is unlikely to be prejudicial) (g) the right to obtain information as to any countries or territories outside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer or wish to transfer your personal data, general measures we take to ensure the security of personal data and any information available to us as to the source of your personal data (h) the right to complain to the Office of the Ombudsman of the Cayman Islands and (i) the right to require us to delete your personal data in some limited circumstances.

 

If you consider that your personal data has not been handled correctly, or you are not satisfied with Pubco’s responses to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by calling +1 (345) 946-6283 or by email at info@ombudsman.ky.

 

Handling of Mail

 

Mail addressed to Pubco and received at its registered office will be forwarded unopened to the forwarding address supplied by Pubco to be dealt with. None of Pubco, its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address.

 

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APPRAISAL OR DISSENTERS’ RIGHTS

 

No appraisal or dissenters’ rights are available to TWOA shareholders in connection with the ordinary resolution to approve the Business Combination. However, in respect of the special resolution to approve the Cayman Merger Proposal, under section 238 of the Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a statutory merger.

 

The Companies Act prescribes when shareholder dissenters’ rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, TWOA shareholders are still entitled to exercise the rights of redemption as detailed in this proxy statement/prospectus and the TWOA Board has determined that the redemption proceeds payable to TWOA shareholders who exercise such redemption rights represents the fair value of those shares.

 

Extracts of certain relevant sections of the Companies Act follow:

 

238. (1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

 

239. (1) No rights under section 238 shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 to accept for such shares anything except — (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

 

HOUSEHOLDING INFORMATION

 

Unless TWOA has received contrary instructions, TWOA may send a single copy of this proxy statement/prospectus to any household at which two or more shareholders reside if TWOA believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce TWOA’s expenses. However, if shareholders prefer to receive multiple sets of TWOA’s disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of TWOA’s disclosure documents, the shareholders should follow these instructions:

 

  If the Ordinary Shares are registered in the name of the shareholder, the shareholder should contact TWOA’s offices at two, 195 US HWY 50, Suite 208, Zephyr Cove, NV 89448.
     
  If a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.

 

TRANSFER AGENT AND REGISTRAR

 

The transfer agent for TWOA’s Securities is the Continental Stock Transfer & Trust Company.

 

232
 

 

SUBMISSION OF PROPOSALS

 

The TWOA Board is aware of no other matter that may be brought before the Extraordinary General Meeting.

 

FUTURE PROPOSALS

 

If the Business Combination is consummated and Pubco holds a 2024 annual general meeting of shareholders, it will provide notice of or otherwise publicly disclose the date on which the 2024 annual meeting will be held. Following completion of the Business Combination, Pubco is expected to qualify as a “foreign private issuer” under the rules and regulations of the SEC. As a foreign private issuer, Pubco will be exempt from certain rules under the Exchange Act that would otherwise apply if Pubco were a company incorporated in the United States or did not meet the other conditions to qualify as a foreign private issuer, including the requirement to file proxy solicitation materials on Schedule 14A in connection with annual or extraordinary general meetings of its shareholders. For more information, see “Management of Pubco Following the Business Combination.

 

WHERE YOU CAN FIND MORE INFORMATION

 

TWOA files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on TWOA at the SEC web site containing reports, proxy statements and other information at: http://www.sec.gov.

 

As of the date of this proxy statement/prospectus, Pubco has filed a registration statement on Form S-4 to register with the SEC securities that Pubco will issue in connection with the transactions contemplated by the Business Combination Agreement. This proxy statement/prospectus is a part of that registration statement and constitutes a prospectus of Pubco, as well as a proxy statement of TWOA for the Extraordinary General Meeting.

 

Information and statements contained in this proxy statement/prospectus or any annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to this proxy statement/prospectus.

 

All information contained in this document relating to TWOA has been supplied by TWOA, and all such information relating to LLP has been supplied by LLP.

 

If you would like additional copies of this document or if you have questions about the Business Combination, you should contact TWOA via phone or in writing (at least five (5) business days prior to the Extraordinary General Meeting):

 

Thomas D. Hennessy

Chief Executive Officer

two

195 US HWY 50, Suite 208

Zephyr Cove, NV 89448

 

LEGAL MATTERS

 

The legality of the Pubco securities offered by this proxy statement/prospectus and certain other Cayman Islands legal matters will be passed upon for Pubco by Ogier (Cayman) LLP. Certain legal matters relating to U.S. law will be passed upon for Pubco by Baker & McKenzie LLP. Certain legal matters will be passed upon for TWOA by Ellenoff Grossman & Schole LLP. Certain legal matters as to Cayman Islands law will be passed upon for TWOA by Maples and Calder (Cayman) LLP.

 

EXPERTS

 

The financial statements of two as of December 31, 2022 and 2021, and for the year ended December 31, 2022 and the period from January 15, 2021 (inception) through December 31, 2021 included in this proxy statement/prospectus have been audited by WithumSmith+Brown, PC, an independent registered public accounting firm, as stated in their report appearing elsewhere herein and in the proxy statement/prospectus, which includes an explanatory paragraph regarding the company’s ability to continue as a going concern. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

 

The financial statements of Latam Logistic Properties, S.A. as of December 31, 2022 and 2021, and for the years then ended, included in this proxy statement/prospectus, have been audited by Deloitte & Touche, S.A., an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

 

233
 

 

INDEX TO FINANCIAL STATEMENTS

 

TWO

 

    Page
Report of Independent Registered Public Accounting Firm (PCAOB Number ID 100)   F-2
Balance Sheets as of December 31, 2022 and 2021   F-3
Statements of Operations for the year ended December 31, 2022 and for the period from January 15, 2021 (inception) through December 31, 2021   F-4
Statements of Changes in Shareholder’s Deficit for the year ended December 31, 2022 and for the period from January 15, 2021 (inception) through December 31, 2021   F-5
Statements of Cash Flows for the year ended December 31, 2022 and for the period from January 15, 2021 (inception) through December 31, 2021   F-6
Notes to Financial Statements   F-7

 

Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022   F-18
Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022   F-19
Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2023 and 2022   F-20
Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022   F-21
Notes to Unaudited Condensed Financial Statements   F-22

 

LatAm Logistic Properties, S.A.

 

    Page
Report of Independent Registered Public Accounting Firm   F-34
Consolidated Statements of Profit or Loss and Other Comprehensive Loss for the years ended December 31, 2022 and 2021   F-35
Consolidated Statements of Financial Position as of December 31, 2022 and 2021   F-36
Consolidated Statements of Changes in Equity for the years ended December 31, 2022 and 2021   F-37
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021   F-38
Notes to the Consolidated Financial Statements   F-39

 

Unaudited Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and 2022   F-95
Unaudited Condensed Consolidated Statements of Financial Position as of September 30, 2023 and December 31, 2022   F-96
Unaudited Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2023 and 2022   F-97
Unaudited Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2023 and 2022   F-98
Notes to Unaudited Condensed Consolidated Financial Statements   F-99
Schedule I – Parent Company Only Condensed Financial Information   F-132

 

F-1
 

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and the Board of Directors of

two

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of two (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from January 15, 2021 (inception) through December 31, 2021 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and the period from January 15, 2021 (inception) through December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by April 1, 2023 then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ WithumSmith+Brown, PC

 

We have served as the Company’s auditor since 2021.

 

New York, New York

March 27, 2023

 

PCAOB ID Number 100

 

F-2
 

 

TWO

BALANCE SHEETS

 

   2022   2021 
   December 31, 
   2022   2021 
Assets        
Current assets:          
Cash  $336,252   $983,362 
Prepaid expenses   86,399    412,025 
Total current assets   422,651    1,395,387 
Investments held in Trust Account   217,265,704    214,410,557 
Total Assets  $217,688,355   $215,805,944 
           
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit          
Current liabilities:          
Accounts payable  $1,991   $163,300 
Accrued expenses   608,096    61,599 
Note payable-related party          
Total current liabilities   610,087    224,899 
Deferred underwriting commissions   7,503,125    7,503,125 
Total liabilities   8,113,212    7,728,024 
           
Commitments and Contingencies   -    - 
           
Class A ordinary shares subject to possible redemption, $0.0001 par value; 21,437,500 shares at approximately $10.13 and $10.00 per share at redemption value December 31, 2022 and 2021, respectively   217,165,704    214,375,000 
           
Shareholders’ Deficit:          
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2022 and 2021   -    - 
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; none and 628,750 shares issued and outstanding (excluding 21,437,500 shares subject to possible redemption) at December 31, 2022 and 2021, respectively   -    63 
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 5,359,375 shares issued and outstanding at December 31, 2022 and 2021   536    536 
Ordinary shares   536    536 
Additional paid-in capital   -    - 
Accumulated deficit   (7,591,097)   (6,297,679)
Total shareholders’ deficit   (7,590,561)   (6,297,080)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit  $217,688,355   $215,805,944 

 

The accompanying notes are an integral part of these financial statements.

 

F-3
 

 

TWO

STATEMENTS OF OPERATIONS

 

   For The Year Ended December 31, 2022   For The Period From January 15, 2021 (inception) through December 31, 2021 
General and administrative expenses  $1,237,924   $688,440 
Administrative expenses - related party   120,000    90,000 
Loss from operations   (1,357,924)   (778,440)
Income from investments held in Trust Account   2,855,147    35,557 
Income (loss) before taxes          
Income tax expense          
Net income (loss)  $1,497,223   $(742,883)
           
Weighted average shares outstanding of Class A ordinary shares, basic and diluted   22,062,805    17,238,244 
Basic and diluted net income (loss) per share, Class A ordinary shares  $0.05   $(0.03)
Weighted average shares outstanding of Class B ordinary shares, basic and diluted   5,359,375    5,198,616 
Basic and diluted net income (loss) per share, Class B ordinary shares  $0.05   $(0.03)

 

The accompanying notes are an integral part of these financial statements.

 

F-4
 

 

TWO

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

 

For the Year Ended December 31, 2022 and For the Period From January 15, 2021 (inception) Through December 31, 2021

 

-       -        -    -    -    - 
   Ordinary Shares   Additional       Total 
   Class A   Class B   Paid-in   Accumulated   Shareholders’ 
   Shares   Amount   Shares   Amount   Capital   Deficit   Deficit 
Balance - January 15, 2021 (inception)   -   $-    -   $-   $-   $-   $- 
Issuance of Class B ordinary shares to Sponsor   -    -    5,750,000    575    24,425    -    25,000 
Sale of Class A private placement shares to Sponsor in private placement   628,750    63    -    -    6,287,437    -    6,287,500 
Forfeiture of Class B ordinary shares   -    -    (390,625)   (39)   39    -    - 
Accretion of Class A ordinary shares subject to possible redemption   -    -    -    -    (6,311,901)   (5,554,796)   (11,866,697)
Net loss   -    -    -    -    -    (742,883)   (742,883)
Balance - December 31, 2021   628,750    63    5,359,375    536    -    (6,297,679)   (6,297,080)
Forfeiture of Class A private placement shares   (628,750)   (63)   -    -    63    -    - 
Increase in redemption value of Class A ordinary shares subject to possible redemption   -    -    -    -    (63)   (2,790,641)   (2,790,704)
Net income   -    -    -    -    -    1,497,223    1,497,223 
Net income (loss)   -    -    -    -    -    1,497,223    1,497,223 
Balance - December 31, 2022   -   $-    5,359,375   $536   $-   $(7,591,097)  $(7,590,561)

 

The accompanying notes are an integral part of these financial statements.

 

F-5
 

 

TWO

STATEMENTS OF CASH FLOWS

 

   For The Year Ended December 31, 2022   For The Period From January 15, 2021 (inception) through December 31, 2021 
Cash Flows from Operating Activities:          
Net income (loss)  $1,497,223   $(742,883)
Adjustments to reconcile net income (loss) to net cash used in operating activities:          
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares   -    25,000 
Income from investments held in Trust Account   (2,855,147)   (35,557)
Changes in operating assets and liabilities:          
Prepaid expenses   325,626    (412,025)
Accounts payable   (76,309)   78,300 
Accrued expenses   546,497    61,599 
Net cash used in operating activities   (562,110)   (1,025,566)
           
Cash Flows from Investing Activities          
Cash deposited in Trust Account   -    (214,375,000)
Trust Account Withdrawal - redemption          
Cash used in investing activities   -    (214,375,000)
           
Cash Flows from Financing Activities:          
Repayment of note payable to related party   -    (80,693)
Proceeds received from initial public offering, gross   -    214,375,000 
Proceeds received from private placement   -    6,287,500 
Redemption of 16,437,487 Class A shares          
Proceeds from note payable - related party          
Offering costs paid, net of reimbursement from underwriter   (85,000)   (4,197,879)
Net cash (used in) provided by financing activities   (85,000)   216,383,928 
           
Net change in cash   (647,110)   983,362 
           
Cash - beginning of the period   983,362    - 
Cash - end of the period  $336,252   $983,362 
           
Supplemental disclosure of non-cash investing and financing activities:          
Offering costs included in accrued expenses  $-   $85,000 
Offering costs paid by related party under promissory note  $-   $80,693 
Deferred underwriting fees payable          
Deferred underwriting commissions in connection with the initial public offering  $-   $7,503,125 

 

The accompanying notes are an integral part of these financial statements.

 

F-6
 

 

Note 1-Description of Organization, Business Operations and Basis of Presentation

Description of Organization and Business Operations

 

two (the “Company”) was incorporated as a Cayman Islands exempted company on January 15, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

 

As of December 31, 2022, the Company had not commenced any operations. All activity for the period from January 15, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income from investments in the Trust Account derived from the proceeds of the Initial Public Offering.

 

The Company’s sponsor is two sponsor, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective March 29, 2021. On April 1, 2021, the Company consummated its Initial Public Offering of 20,000,000 Class A ordinary shares (the “Public Shares”), at an offering price of $10.00 per Public Share, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.1 million (net of a required reimbursement from the underwriter), of which $7.0 million was for deferred underwriting commissions (see Note 5). The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional shares to cover over-allotments, if any, at $10.00 per share. The underwriter partially exercised the over-allotment option and on April 13, 2021 purchased an additional 1,437,500 Class A ordinary shares (the “Additional Shares”), generating gross proceeds of approximately $14.4 million (the “Over-Allotment”), and the Company incurred additional offering costs of approximately $755,000 (net of a required reimbursement from the underwriter), of which approximately $503,000 was for deferred underwriting fees.

 

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 600,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $6.0 million (see Note 4). Simultaneously with the closing of the Over-Allotment on April 13, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Sponsor, generating gross proceeds to the Company of $287,500. On December 30, 2022, the Company’s Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to the Company for no value and the Company cancelled the Private Placement Shares effective as of the same date.

 

Upon the closing of the Initial Public Offering the Over-Allotment, and the Private Placements, approximately $214.4 million ($10.00 per share) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

 

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

 

F-7
 

 

The Company will provide its holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). These Public Shares have been classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to an Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination.

 

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

 

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or April 1, 2023 (the “Combination Period”) or (B) with respect to any shareholders’ rights prior to the initial Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

 

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

 

F-8
 

 

The Sponsor, officers and directors agreed to waive their liquidation rights with respect to the Founder Shares and any Private Placement Shares they hold if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive their rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

 

Liquidity and Capital Resources

 

As of December 31, 2022, the Company had approximately $336,000 in its operating bank account and a working deficit of approximately $187,000.

 

The Company’s liquidity needs to date have been satisfied through $25,000 paid by the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $81,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account of $2.5 million (net of a required reimbursement from the underwriter). The Company repaid the Note in full on April 5, 2021. No additional borrowing is available under the Note. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2022 and 2021, there were no Working Capital Loans outstanding.

 

Management has determined that the Company may not have sufficient liquidity to meet its anticipated obligations through the earlier of its consummation of an initial business combination or its liquidation date. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

 

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that the liquidity issue and the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 1, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company plans to complete a business combination prior to the mandatory liquidation date.

 

F-9
 

 

Note 2-Summary of Significant Accounting Policies

Summary of Significant Accounting Policies and Basis of Presentation

 

Basis of Presentation

 

The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

 

Emerging Growth Company

 

As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

 

This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021.

 

Investments Held in Trust Account

 

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

 

F-10
 

 

Concentration of Credit Risk

 

The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

 

Fair Value of Financial Instruments

 

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equal or approximate the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

 

Fair Value Measurements

 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

  Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
     
   Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
     
   Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 

Offering Costs Associated with the Initial Public Offering

 

Offering costs consist of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering and were charged against the carrying value of the Class A shares subject to possible redemption upon the completion of the Initial Public Offering.

 

F-11
 

 

Class A Ordinary Shares Subject to Possible Redemption

 

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement and Second Private Placement, the Company issued 628,750 Private Placement Shares to the Sponsor. These Private Placement Shares would not have been transferable, assignable or salable until 30 days after the completion of the initial Business Combination. They were also considered non-redeemable and were presented as permanent equity in the Company’s balance sheets. On December 30, 2022, the Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to the Company for no value and the Company cancelled the Private Placement Shares effective as of the same date. The Company’s Class A ordinary shares sold in the Initial Public Offering feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 21,437,500 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

 

Under ASC 480-10S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognized changes in the redemption value as an increase in redemption value of Class A ordinary shares subject to possible redemption as reflected on the accompanying statements of changes in shareholders’ deficit.

 

Income Taxes

 

The Company follows accounting for income taxes under FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

 

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

Net Income (Loss) Per Ordinary Share

 

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares, which assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period.

 

At December 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

 

F-12
 

 

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares:

Summary Of Calculation Of Basic And Diluted Net Income (Loss) Per Ordinary Share 

  

For The Year Ended

December 31, 2022

   For The Period From January 15, 2021 (Inception) through December 31, 2021 
   Class A   Class B   Class A   Class B 
Basic and diluted net income (loss) per ordinary share:                    
Numerator:                    
Allocation of net income (loss)  $1,204,607   $292,616   $(570,757)  $(172,126)
                     
Denominator:                    
Basic and diluted weighted average ordinary shares outstanding   22,062,805    5,359,375    17,238,244    5,198,616 
                     
Basic and diluted net income (loss) per ordinary share  $0.05   $0.05   $(0.03)  $(0.03)

 

Recent Accounting Pronouncements

 

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.

 

Note 3-Initial Public Offering

 

On April 1, 2021, the Company consummated its Initial Public Offering of 20,000,000 Public Shares, at an offering price of $10.00 per Public Share, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.1 million (net of a required reimbursement from the underwriter), of which $7.0 million was for deferred underwriting commissions.

 

The Company granted the underwriter a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Public Shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The Underwriter partially exercised the over-allotment option and on April 13, 2021 purchased an additional 1,437,500 Class A ordinary shares (the “Additional Shares”), generating gross proceeds of approximately $14.4 million, and the Company incurred additional offering costs of approximately $755,000 (net of a required reimbursement from the underwriter), of which approximately $503,000 was for deferred underwriting fees.

 

Note 4-Related Party Transactions

 

Founder Shares

 

On January 21, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover expenses in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Up to 750,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 8, 2021, the Sponsor transferred 25,000 Founder Shares to each of Michelle Gill, Ryan Petersen and Laura de Petra, and 30,000 Founder Shares to Pierre Lamond. Such shares will not be subject to forfeiture in the event the underwriter’s over-allotment is not exercised. The underwriters partially exercised their over-allotment option on April 13, 2021 and on April 19, 2021, the Sponsor surrendered 390,625 Class B ordinary shares for no consideration resulting in 5,359,375 Class B ordinary shares issued and outstanding with no shares subject to forfeiture.

 

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

 

F-13
 

 

Private Placement Shares

 

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 600,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $6.0 million. If the over-allotment option was exercised, the Sponsor could have purchased an additional amount of up to 60,000 Private Placement Shares at a price of $10.00 per share. A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account. Simultaneously with the closing of the Over-Allotment on April 13, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Sponsor, generating gross proceeds to the Company of $287,500.

 

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. On December 30, 2022, the Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to the Company for no value and the Company cancelled the Private Placement Shares effective as of the same date.

 

Sponsor Loan

 

On January 21, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $81,000 under the Note and repaid the Note in full on April 5, 2021. No additional borrowing is available under the Note.

 

Working Capital Loans

 

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement shares at a price of $10.00 per share. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and 2021, the Company had no Working Capital Loans outstanding.

 

Administrative Support Agreement

 

On March 29, 2021, the Company entered into an agreement with the Sponsor pursuant to which, commencing on the date the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022 and for the period from January 15, 2021 (inception) through December 31, 2021, the Company incurred $120,000 and $90,000, respectively, in expenses for these services, which is included in administrative expenses-related party on the accompanying statements of operations. No amount was due as of December 31, 2022 and 2021.

 

F-14
 

 

Note 5-Commitments and Contingencies

 

Registration Rights

 

The holders of Founder Shares, Private Placement Shares, and Class A ordinary shares that may be issued upon conversion of Working Capital Loans were entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The underwriter was entitled to an underwriting discount of $0.20 per share, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $7.0 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

 

The underwriter partially exercised the over-allotment option and was entitled to an additional fee of approximately $755,000 (net of a required reimbursement from the underwriter), of which approximately $503,000 was for deferred underwriting commissions fees.

 

Contingent Fee Arrangement

 

On June 22, 2022, the Company entered arrangement with Oppenheimer & Co. Inc. (“Oppenheimer”) to obtain financial advisory services and for Oppenheimer to act as the Company’s placement agent in connection with raising capital with a specific target in its search for a Business Combination. Oppenheimer would be entitled to a transaction fee of $7.0 million and a financing fee of 4.0% of the principal balance placed, subject to a minimum fee of $2.0 million (“Arrangement”). Per the Arrangement, fees for these services are contingent upon the closing of a Business Combination and consummation of the financing and therefore they are not included as liabilities on the accompanying balance sheets. Under the arrangement, the Company will also reimburse Oppenheimer for reasonable expenses. As of December 31, 2022, no expenses have been incurred.

 

Risks and Uncertainties

 

Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities.

 

Management continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that these types of risks could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

F-15
 

 

Note 6-Class A Ordinary Shares Subject To Possible Redemption

 

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 400,000,000 ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 21,437,500 and 22,066,250 Class A ordinary shares outstanding, respectively, of which 21,437,500 shares were subject to possible redemption.

 

Class A ordinary shares subject to possible redemption reflected on the balance sheets is reconciled on the following table:

Summary of Class A ordinary shares subject to possible redemption 

      
Gross proceeds  $214,375,000 
Less:     
Offering costs allocated to Class A ordinary shares subject to possible redemption   (11,866,697)
Plus:     
Accretion on Class A ordinary shares subject to possible redemption amount   11,866,697 
Class A ordinary shares subject to possible redemption, December 31, 2021   214,375,000 
Increase in redemption value of Class A ordinary shares subject to possible redemption amount   2,790,704 
Class A ordinary shares subject to possible redemption, December 31, 2022  $217,165,704 

  

Note 7-Shareholders’ Deficit

 

Preference Shares- The Company is authorized to issue 1,000,000 preference shares with a par value $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and 2021, there were no preference shares issued or outstanding.

 

Class A Ordinary Shares- The Company is authorized to issue 400,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2022 and 2021, there were 21,437,500 and 22,066,250 Class A ordinary shares issued and outstanding, respectively, of which 21,437,500 shares were subject to possible redemption and have been classified as temporary equity (See Note 6).

 

Class B Ordinary Shares- The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. On January 21, 2021, 5,750,000 Class B ordinary shares were issued to the Company’s Sponsor. Of the 5,750,000 Class B ordinary shares, an aggregate of up to 750,000 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. The underwriters partially exercised their over-allotment option on April 13, 2021, 390,625 Class B ordinary shares were forfeited for no consideration resulting in 5,359,375 Class B ordinary shares issued and outstanding with no shares subject to forfeiture.

 

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination.

 

The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering (excluding the Private Placement Shares), plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares that may be issued upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

 

F-16
 

 

Note 8-Fair Value Measurements

 

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

Summary of assets and liabilities that are measured at fair value on a recurring basis 

December 31, 2022

 

Description  Quoted Prices
in Active
Markets
(Level 1)
   Significant Other
Observable
Inputs
(Level 2)
   Significant Other
Unobservable
Inputs
(Level 3)
 
Investments held in Trust Account:               
US Treasury Securities(1)  $217,262,118   $-   $- 

 

 

December 31, 2021

 

Description  Quoted Prices
in Active
Markets
(Level 1)
   Significant Other
Observable
Inputs
(Level 2)
   Significant Other
Unobservable
Inputs
(Level 3)
 
Investments held in Trust Account:               
US Treasury Securities(2)  $214,409,929   $-   $- 

 

(1) Excludes $3,586 of cash balance held within the Trust Account
(2) Excludes $628 of cash balance held within the Trust Account

 

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the hierarchy for the year ended December 31, 2022 and for the period from January 15, 2021 (inception) through December 31, 2021.

 

Level 1 assets include investments in Treasury Bills. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

 

Note 9-Subsequent Events

 

The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than as described below.

 

On February 14, 2023, the underwriter agreed to waive its right to receive the deferred underwriting fee in the event that the Company completes an Initial Business Combination.

 

On March 10, 2023, the Company filed a definitive proxy statement to solicit proxies for an Extraordinary General Meeting which the Company intends to hold on March 31, 2023, for shareholders to consider and vote upon (1) a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination from April 1, 2023 (the date which is 24 months from the closing date of the Company’s IPO) to January 1, 2024 (the date which is 33 months from the closing date of the IPO) (the “Extension Amendment Proposal”) and (2) as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, either (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or if the Company determines that additional time is necessary to effectuate the Extension or (y) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.

 

On March 22, 2023, the Sponsor advised the Company that it had entered into a term sheet with HC PropTech Partners III, LLC (“Buyer”), pursuant to which the Sponsor and Buyer will seek to enter into a definitive agreement providing for, among other things, (i) the sale of up to 4,854,375 Class B ordinary shares held by Sponsor to Buyer and (ii) the resignation of the existing directors and officers of the Company and the appointment of directors and officers designated by Buyer. Any such transaction would be contingent upon, among other things, the approval of the Extension Amendment Proposal and the retention of at least $50,000,000 in the Trust Account, and would be expected to close on March 31, 2023.

 

F-17
 

 

TWO

CONDENSED BALANCE SHEETS

 

           
   September 30, 2023   December 31, 2022 
    (unaudited)      
ASSETS          
Current assets:          
Cash  $41,849   $336,252 
Prepaid expenses   139,796    86,399 
Total current assets   181,645    422,651 
Marketable securities held in Trust Account   52,567,347    217,265,704 
Total Assets  $52,748,992   $217,688,355 
           
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable  $281,916   $1,991 
Accrued expenses   955,886    608,096 
Note payable-related party   1,218,414    - 
Total current liabilities   2,456,216    610,087 
Deferred underwriting commissions   -    7,503,125 
Total liabilities   2,456,216    8,113,212 
           
Commitments and Contingencies   -      
           
Class A ordinary shares subject to possible redemption, $0.0001 par value; 5,000,013 and 21,437,500 shares at $10.49 and $10.13 per share at September 30, 2023 and December 31, 2022, respectively   52,467,347    217,165,704 
           
Shareholders’ deficit          
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding   -    - 
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; none issued or outstanding (excluding 5,000,013 and 21,437,500 shares subject to possible redemption at September 30, 2023 and December 31, 2022, respectively)   -    - 
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 5,359,375 shares issued and outstanding   536    536 
Common stock, value   536    536 
           
Additional paid-in capital   -    - 
Accumulated deficit   (2,175,107)   (7,591,097)
Total shareholders’ deficit   (2,174,571)   (7,590,561)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit  $52,748,992   $217,688,355 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

F-18
 

 

TWO

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

 

                     
   For The Three Months Ended
September 30, 2023
   For The Three Months Ended
September 30, 2022
   For The Nine Months Ended
September 30, 2023
   For The Nine Months Ended
September 30, 2022
 
                 
General and administrative expenses  $1,226,623   $588,383   $1,997,135   $972,242 
Administrative expenses-related party   30,000    30,000    90,000    90,000 
General and administrative expenses   30,000    30,000    90,000    90,000 
Loss from operations   (1,256,623)   (618,383)   (2,087,135)   (1,062,242)
Gain on marketable securities (net), dividends and interest, held in Trust Account   613,147    903,538    3,538,411    1,082,932 
Income (loss) before income tax expense   (643,476)   285,155    1,451,276    20,690 
Income tax expense   -    -    -    - 
Net income (loss)  $(643,476)  $285,155   $1,451,276   $20,690 
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted   5,000,013    22,066,250    10,418,965    22,066,250 
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption  $(0.06)  $0.01   $0.09   $0.00 
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted   5,359,375    5,359,375    5,359,375    5,359,375 
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares  $(0.06)  $0.01   $0.09   $0.00 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

F-19
 

 

TWO

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

 

For the Three and Nine Months Ended September 30, 2023

 

                                    
   Ordinary Shares   Additional       Total 
   Class A   Class B   Paid-In   Accumulated   Shareholders’ 
   Shares   Amount   Shares   Amount   Capital   Deficit   Deficit 
Balance as of January 1, 2023   -   $-    5,359,375   $536   $-   $(7,591,097)  $(7,590,561)
Remeasurement of Class A ordinary shares to redemption value   -    -    -    -    -    5,868,931    5,868,931 
Net income   -    -    -    -    -    1,237,285    1,237,285 
Balance as of March 31, 2023   -    -    5,359,375    536    -    (484,881)   (484,345)
                                    
Remeasurement of Class A ordinary shares to redemption value   -    -    -    -    -    (1,291,070)   (1,291,070)
Net income   -    -    -    -    -    857,467    857,467 
Balance as of June 30, 2023   -    -    5,359,375    536    -    (918,484)   (917,948)
                                    
Remeasurement of Class A ordinary shares to redemption value   -    -    -    -    -    (613,147)   (613,147)
Net loss   -    -    -    -    -    (643,476)   (643,476)
Balance as of September 30, 2023   -   $-    5,359,375   $536   $-   $(2,175,107)  $(2,174,571)

 

For the Three and Nine Months Ended September 30, 2022

 

   Ordinary Shares   Additional       Total 
   Class A   Class B   Paid-In   Accumulated   Shareholders’ 
   Shares   Amount   Shares   Amount   Capital   Deficit   Deficit 
Balance as of January 1, 2022   628,750   $63    5,359,375   $536   $-   $(6,297,679)  $(6,297,080)
Net loss   -    -    -    -    -    (399,681)   (399,681)
Balance as of March 31, 2022   628,750    63    5,359,375    536    -    (6,697,360)   (6,696,761)
                                    
Remeasurement of Class A ordinary shares to redemption value             -    -    -    (114,951)   (114,951)
Net income   -    -    -    -    -    135,216    135,216 
                                    
Balance as of June 30, 2022   628,750    63    5,359,375    536    -    (6,677,095)   (6,676,496)
Balance   628,750    63    5,359,375    536    -    (6,677,095)   (6,676,496)
Remeasurement of Class A ordinary shares to redemption value             -    -    -    (903,538)   (903,538)
Net income   -    -    -    -    -    285,155    285,155 
Net income (loss)   -    -    -    -    -    285,155    285,155 
Balance as of September 30, 2022   628,750   $63    5,359,375   $536   $-   $(7,295,478)  $(7,294,879)
Balance   628,750   $63    5,359,375   $536   $-   $(7,295,478)  $(7,294,879)

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

F-20
 

  

TWO

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

 

           
   For The Nine Months Ended
September 30, 2023
   For The Nine Months Ended
September 30, 2022
 
Cash Flows from Operating Activities          
Net income  $1,451,276   $20,690 
Adjustments to reconcile net income to net cash used in operating activities:          
Gain on marketable securities (net), dividends and interest, held in Trust Account   (3,538,411)   (1,082,932)
Changes in operating assets and liabilities:          
Prepaid expenses and other assets   (53,397)   214,376 
Accounts payable   279,925    (161,400)
Accrued expenses   347,790    511,563 
Net cash used in operating activities   (1,512,817)   (497,703)
           
Cash Flows from Investing Activities          
Trust Account withdrawal - redemption   168,236,768    - 
Net cash provided by investing activities   168,236,768    - 
           
Cash Flows from Financing Activities          
Redemption of 16,437,487 Class A ordinary shares   (168,236,768)   - 
Proceeds from note payable - related party   1,218,414    - 
Offering costs paid, net of reimbursement from underwriter   -    (85,000)
Net cash used in financing activities   (167,018,354)   (85,000)
           
Net change in cash   (294,403)   (582,703)
Cash - beginning of period   336,252    983,362 
Cash - end of period  $41,849   $400,659 
           
Supplemental disclosure of noncash investing and financing activities:          
Deferred underwriting fees payable  $(7,503,125)  $- 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

F-21
 

  

TWO

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

Note 1-Description of Organization and Business Operations

 

two (the “Company”) was incorporated as a Cayman Islands exempted company on January 15, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

 

As of September 30, 2023, the Company had not commenced any operations. All activity for the period from January 15, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income from investments in the Trust Account derived from the proceeds of the Initial Public Offering.

 

The Company’s sponsor was originally two sponsor, a Cayman Islands exempted limited company (the “Original Sponsor”), until March 31, 2023 and has been HC Proptech Partners III, LLC (the “New Sponsor”) since March 31, 2023. The registration statement for the Company’s Initial Public Offering was declared effective March 29, 2021. On April 1, 2021, the Company consummated its Initial Public Offering of 20,000,000 Class A ordinary shares (the “Public Shares”), at an offering price of $10.00 per Public Share, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.1 million (net of a required reimbursement from the underwriter), of which $7.0 million was for deferred underwriting commissions (see Note 5). The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional shares to cover over-allotments, if any, at $10.00 per share. The underwriter partially exercised the over-allotment option and on April 13, 2021, purchased an additional 1,437,500 Class A ordinary shares (the “Additional Shares”), generating gross proceeds of approximately $14.4 million (the “Over-Allotment”), and the Company incurred additional offering costs of approximately $755,000 (net of a required reimbursement from the underwriter), of which approximately $503,000 was for deferred underwriting fees.

 

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 600,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Original Sponsor, generating gross proceeds of approximately $6.0 million (see Note 4). Simultaneously with the closing of the Over-Allotment on April 13, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Original Sponsor, generating gross proceeds to the Company of $287,500.

 

Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placements, $214.4 million ($10.00 per share) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and were originally invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations and later moved to cash demand accounts, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

 

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

 

F-22
 

  

TWO

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

The Company will provide its holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company to the underwriter, as such commissions were waived by the underwriter on February 14, 2023 (as discussed in Note 5). These Public Shares have been classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to an Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which requires insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination.

 

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

 

The Original Sponsor, the New Sponsor, and the Company’s officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination by January 1, 2024 (the “Combination Period”) or (B) with respect to any shareholders’ rights prior to the initial Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

 

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

 

F-23
 

  

TWO

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and any Private Placement Shares they hold if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive their rights to its deferred underwriting commission (see Note 5) held in the Trust Account and such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Original Sponsor and New Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the New Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the New Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

 

On March 31, 2023, the Company held its extraordinary general meeting of shareholders at which the shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination from April 1, 2023 (the date which was 24 months from the closing date of the Company’s Initial Public Offering) to January 1, 2024 (the date which is 33 months from the closing date of the Initial Public Offering).

 

In connection with the extraordinary general meeting of shareholders, on March 31, 2023 shareholders holding 16,437,487 Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $168.2 million (approximately $10.23 per share) was removed from the Trust Account to pay such holders and approximately $51.1 million remained in the Trust Account. Following the redemptions, the Company had 5,000,013 Class A ordinary shares outstanding.

 

On March 31, 2023, the Original Sponsor sold 4,854,375 Class B ordinary shares of the Company to the New Sponsor, which became the Company’s sponsor by assuming the rights and obligations of the Original Sponsor to the Company.

 

On August 15, 2023, the Company announced the execution of a definitive business combination agreement (the “Business Combination Agreement”) with LatAm Logistic Properties S.A., a company incorporated under the laws of Panama (together with its successors, “LLP”), by a joinder agreement, each of Logistic Properties of the Americas, a Cayman Islands exempted company (“Pubco”), and Logistic Properties of the Americas Subco, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco, and upon execution of a joinder agreement, a to-be-formed company incorporated under the laws of Panama to be a wholly-owned subsidiary of Pubco, for a proposed business combination among the parties (the “LLP Transaction”). Pursuant to the Business Combination Agreement, Pubco will become the parent company of each of the Company and LLP following the consummation of the LLP Transaction. The total consideration to be paid by Pubco to LLP’s shareholders at the closing of the LLP Transaction (the “Merger Consideration”) will be an amount equal to $286,000,000. The Merger Consideration will be payable in new Pubco ordinary shares, each valued at a price per share equal to ten U.S. dollars ($10.00). The Business Combination Agreement does not provide for any purchase price adjustments.

 

Liquidity and Going Concern

 

As of September 30, 2023, the Company had $41,849 in its operating bank account and a working capital deficit of $2,274,571.

 

The Company’s liquidity needs to date have been satisfied through $25,000 paid by the Original Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $81,000 from the Original Sponsor pursuant to a promissory note (the “Pre-IPO Note”), and the proceeds from the consummation of the Private Placement not held in the Trust Account of $2.5 million (net of a required reimbursement from the underwriter). The Company repaid the Pre-IPO Note in full on April 5, 2021. No additional borrowing is available under the Pre-IPO Note. In addition, in order to finance transaction costs in connection with a Business Combination, the Original Sponsor, the New Sponsor, any of their affiliates, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans (the “Working Capital Loans”). On August 7, 2023, the Company issued a promissory note to the New Sponsor in an amount up to $1,500,000, of which approximately $668,000 had previously been advanced by the New Sponsor. As of September 30, 2023 and December 31, 2022, there were amounts of $1,218,414 and $0 advanced by the New Sponsor or Original Sponsor on Working Capital Loans, respectively.

 

Management has determined that the Company may not have sufficient liquidity to meet its anticipated obligations through the earlier of its consummation of an initial business combination or its liquidation date. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

 

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” management has determined that the liquidity issue, timing of the mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 1, 2024. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company plans to either complete a Business Combination prior to the mandatory liquidation date or extend such date.

 

F-24
 

  

TWO

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

Note 2-Summary of Significant Accounting Policies and Basis of Presentation

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or any future periods.

 

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022 filed by the Company with the SEC on March 27, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

Emerging Growth Company

 

As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

 

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of Estimates

 

The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2023 and December 31, 2022.

 

F-25
 

  

TWO

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

Investments Held in Trust Account

 

The Company’s portfolio of investments was originally comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in gain on marketable securities (net), dividends and interest, held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

 

In March 2023, the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of the consummation of a Business Combination and the liquidation of the Company. The funds were still held in this account as of September 30, 2023.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

 

Fair Value of Financial Instruments

 

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

 

Fair Value Measurements

 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
   
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
   
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 

Offering Costs Associated with the Initial Public Offering

 

Offering costs consist of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering and were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.

 

F-26
 

  

TWO

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

Class A Ordinary Shares Subject to Possible Redemption

 

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 628,750 Private Placement Shares to the Original Sponsor. These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the Company’s initial Business Combination. They are also considered non-redeemable and are presented as permanent equity in the Company’s condensed balance sheets. On December 30, 2022, the Original Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to the Company for no value and the Company cancelled the Private Placement Shares effective as of the same date. The Company’s Class A ordinary shares sold in the Initial Public Offering feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 5,000,013 and 21,437,500 Class A ordinary shares, respectively, subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

 

Under ASC 480-10S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognized changes in the redemption value as an increase in redemption value of Class A ordinary shares subject to possible redemption as reflected on the accompanying unaudited condensed statements of changes in shareholders’ deficit.

 

Income Taxes

 

The Company follows accounting for income taxes under FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. The Company’s management has determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

 

There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands’ federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

Net Income (Loss) per Ordinary Share

 

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares, which assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the respective period.

 

At September 30, 2023, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the three and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

 

F-27
 

 

TWO

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares:

Summary of Calculation of Basic and Diluted Net Income (Loss) per Ordinary Share

 

    For The Three Months Ended September 30,     For The Nine Months Ended September 30,  
    2023     2022     2023     2022  
    Class A     Class B     Class A     Class B     Class A     Class B     Class A     Class B  
Basic and diluted net income (loss) per ordinary share:                                                                
Numerator:                                                                
Allocation of net income (loss)   $ (310,577 )   $ (332,899 )   $ 229,431     $ 55,724     $ 958,326     $ 492,950     $ 16,647     $ 4,043  
Denominator:                                                                
Basic and diluted weighted average ordinary shares outstanding     5,000,013       5,359,375       22,066,250       5,359,375       10,418,965       5,359,375       22,066,250       5,359,375  
Basic and diluted net income (loss) per ordinary share   $ (0.06 )   $ (0.06)     $ 0.01     $ 0.01     $ 0.09     $ 0.09     $ 0.00     $ 0.00  

 

Recent Accounting Pronouncements

 

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

 

Note 3-Initial Public Offering

 

On April 1, 2021, the Company consummated its Initial Public Offering of 20,000,000 Public Shares, at an offering price of $10.00 per Public Share, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.1 million (net of a required reimbursement from the underwriter), of which $7.0 million was for deferred underwriting commissions.

 

The Company granted the underwriter a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Public Shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter partially exercised the over-allotment option and on April 13, 2021, purchased 1,437,500 Additional Shares, generating gross proceeds of approximately $14.4 million, and the Company incurred additional offering costs of approximately $755,000 (net of a required reimbursement from the underwriter), of which approximately $503,000 was for deferred underwriting fees.

 

Note 4-Related Party Transactions

 

Founder Shares

 

On January 21, 2021, the Original Sponsor paid $25,000, or approximately $0.004 per share, to cover expenses in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Up to 750,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 8, 2021, the Original Sponsor transferred 25,000 Founder Shares to each of Michelle Gill, Ryan Petersen and Laura de Petra, and 30,000 Founder Shares to Pierre Lamond. Such shares were subject to forfeiture in the event the underwriter’s over-allotment was not exercised in full. The underwriter partially exercised its over-allotment option on April 13, 2021 and on April 19, 2021, the Original Sponsor surrendered 390,625 Founder Shares for no consideration resulting in 5,359,375 Founder Shares issued and outstanding with no shares subject to forfeiture. On March 31, 2023, 3,347,611 Founder Shares were purchased from the Original Sponsor by the New Sponsor, and 1,506,764 were transferred in connection with non-redemption agreements. On August 24, 2023, 135,000 Founder Shares were assigned by the New Sponsor to certain directors and advisors of the Company.

 

F-28
 

  

TWO

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

 

Private Placement Shares

 

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 600,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Original Sponsor, generating gross proceeds of approximately $6.0 million. If the over-allotment option was exercised, the Original Sponsor could have purchased an additional amount of up to 60,000 Private Placement Shares at a price of $10.00 per share. A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account. Simultaneously with the closing of the Over-Allotment on April 13, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 28,750 Private Placement Shares by the Original Sponsor, generating gross proceeds to the Company of $287,500. On December 30, 2022, the Original Sponsor unconditionally and irrevocably forfeited all 628,750 Private Placement Shares to the Company for no value and the Company cancelled the Private Placement Shares effective as of the same date.

 

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

 

Sponsor Loan

 

On January 21, 2021, the Original Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $81,000 under the Note and repaid the Note in full on April 5, 2021. No additional borrowing is available under the Note.

 

Working Capital Loans

 

In addition, in order to finance transaction costs in connection with a Business Combination, the Original Sponsor, the New Sponsor, any of their affiliates, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement shares at a price of $10.00 per share. On August 7, 2023, the Company issued a promissory note to the New Sponsor in an amount up to $1,500,000, of which approximately $668,000 had previously been advanced by the New Sponsor. The note accrues no interest and is payable upon the consummation of the initial Business Combination or the date of the liquidation of the Company. As of September 30, 2023 and December 31, 2022, there were amounts of $1,218,414 and $0 advanced by the New Sponsor or Original Sponsor on Working Capital Loans, respectively.

 

Administrative Services Agreement

 

On March 29, 2021, the Company entered into that certain administrative services agreement (the “Administrative Services Agreement”) with the Original Sponsor pursuant to which, commencing on the date the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Original Sponsor a total of $10,000 per month for office space, secretarial and administrative services. On March 31, 2023, pursuant to an assignment and assumption agreement, the Original Sponsor assigned the Administrative Services Agreement to the New Sponsor. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2023, the Company incurred $30,000 and $90,000, respectively, in expenses for these services, which are included in general and administrative expenses on the accompanying unaudited condensed statements of operations. No amount was due as of September 30, 2023 and December 31, 2022.

 

F-29
 

  

TWO

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

Note 5-Commitments and Contingencies

 

Registration Rights

 

The holders of Founder Shares, Private Placement Shares, and Class A ordinary shares that may be issued upon conversion of Working Capital Loans were entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, these holders will have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The underwriter was entitled to an underwriting discount of $0.20 per share, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $7.0 million in the aggregate, was deferred underwriting commissions to the underwriter.

 

The underwriter partially exercised the over-allotment option and was entitled to an additional fee of approximately $755,000 (net of a required reimbursement from the underwriter), of which approximately $503,000 was for deferred underwriting commissions.

 

On February 14, 2023, the representative of the underwriter executed a waiver agreement to forfeit any rights or claims it has, or may in the future have, to the deferred underwriting commissions. The Company reduced the deferred underwriting fee payable on the accompanying unaudited condensed balance sheets by the full amount of $7,503,125 which was charged directly to accumulated deficit in the unaudited condensed statement of changes in shareholders’ deficit.

 

Risks and Uncertainties

 

Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. This market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between nations, the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities.

 

Management continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that these types of risks could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Note 6-Class A Ordinary Shares Subject to Possible Redemption

 

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 400,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were 5,000,013 and 21,437,500 Class A ordinary shares outstanding, respectively, of which 5,000,013 and 21,437,500 shares were subject to possible redemption, respectively.

 

On March 31, 2023, shareholders holding 16,437,487 Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $168.2 million (approximately $10.23 per share) was removed from the Trust Account to pay such holders and approximately $51.1 million remained in the Trust Account. Following the redemptions, the Company has 5,000,013 Class A ordinary shares outstanding.

 

F-30
 

  

TWO

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled on the following table:

Summary of Class A Ordinary Shares Subject to Possible Redemption

 

Class A ordinary shares subject to possible redemption, December 31, 2022   $ 217,165,704  
Class A ordinary shares tendered for redemption     (168,236,768 )
Plus:        
Waiver of Class A ordinary shares issuance costs     7,503,125  
Less:        
Change in redemption value of Class A ordinary shares subject to possible redemption amount     (3,964,714 )
Class A ordinary shares subject to possible redemption, September 30, 2023   $ 52,467,347  

 

Note 7-Shareholders’ Deficit

 

Preference Shares - The Company is authorized to issue 1,000,000 preference shares with a par value $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

 

Class A Ordinary Shares - The Company is authorized to issue 400,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2023 and December 31, 2022, there were 5,000,013 and 21,437,500 Class A ordinary shares outstanding, respectively, all of which shares were subject to possible redemption and have been classified as temporary equity, respectively (see Note 6).

 

Class B Ordinary Shares - The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. On January 21, 2021, 5,750,000 Class B ordinary shares were issued to the Company’s Original Sponsor. Of the 5,750,000 Class B ordinary shares, an aggregate of up to 750,000 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. The underwriter partially exercised its over-allotment option on April 13, 2021, 390,625 Class B ordinary shares were forfeited for no consideration resulting in 5,359,375 Class B ordinary shares issued and outstanding with no shares subject to forfeiture. On March 31, 2023, 3,347,611 Class B ordinary shares were purchased from the Original Sponsor by the New Sponsor, and 1,506,764 Class B ordinary shares were transferred in connection with the non-redemption agreements. On August 24, 2023, 135,000 Class B ordinary shares were assigned by the New Sponsor to certain directors and advisors of the Company.

 

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination.

 

The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering (excluding the Private Placement Shares), plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares that may be issued upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

 

F-31
 

 

TWO

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

Note 8-Fair Value Measurements

 

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

 

September 30, 2023

 

   Quoted   Significant   Significant 
   Prices   Other   Other 
   in Active   Observable   Unobservable 
   Markets   Inputs   Inputs 
Description  (Level 1)   (Level 2)   (Level 3) 
Marketable securities held in Trust Account:               
U.S. Treasury Money Market Funds  $52,567,347   $   $ 

 

December 31, 2022

 

   Quoted   Significant   Significant 
   Prices   Other   Other 
   in Active   Observable   Unobservable 
   Markets   Inputs   Inputs 
Description  (Level 1)   (Level 2)   (Level 3) 
Marketable securities held in Trust Account:               
U.S. Treasury Securities (1)  $217,262,118   $   $ 

 

(1) Excludes $3,586 of cash balance held within the Trust Account

 

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the hierarchy for the three and nine months ended September 30, 2023 and 2022.

 

Level 1 assets include investments in Treasury Bills and treasury backed money market funds. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

 

Note 9-Subsequent Events

 

Management has evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

 

F-32
 

 

LatAm Logistic Properties, S.A.

Consolidated Financial Statements (Restated)

As of and for the years ended December 31, 2022 and 2021

 

F-33
 

  

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the Board of Directors of Latam Logistic Properties, S.A.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated statements of financial position of Latam Logistic Properties, S.A. and subsidiaries (the “Group”) as of December 31, 2022 and 2021, the related consolidated statements of profit or loss and other comprehensive loss, changes in equity, and cash flows, for the years then ended, and the related notes and the Schedule 1 – Parent Company Only Financial Information (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Restatement of the Financial Statements

 

As discussed in Note 25 to the financial statements, the accompanying financial statements have been restated to correct misstatements.

 

Basis for Opinion

 

These financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Deloitte & Touche, S.A.

 

San José, Costa Rica

October 18, 2023

 

We have served as the Group’s auditor since 2017

 

F-34
 

 

LATAM LOGISTIC PROPERTIES, S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE LOSS

(in U.S. Dollars)

 

              
      For the years ended December 31, 
   Notes 

2022

(As Restated - Note 25)

  

2021

(As Restated - Note 25)

 
REVENUES             
Rental revenue  2n, 4  $31,890,569   $25,553,931 
Other      92,998    42,142 
Total revenues      31,983,567    25,596,073 
              
Investment property operating expense  5   (5,407,439)   (4,087,365)
General and administrative      (4,609,195)   (5,394,201)
Investment property valuation gain  2j, 12   3,525,692    12,610,127 
Interest income from affiliates  2g, 22   561,372    424,838 
Financing costs  2q, 16   (11,766,726)   (9,799,558)
Net foreign currency gain (loss)   2d   299,762    (707,570)
Loss on sale of investment properties  2j, 12   (398,247)    
Other income  6   100,127    151,391 
Other expenses  6   (611,173)   (1,367,647)
Profit before taxes      13,677,740    17,426,088 
              
INCOME TAX EXPENSE  2s, 20   (2,236,507)   (8,756,703)
              
PROFIT FOR THE YEAR     $11,441,233   $8,669,385 
              
OTHER COMPREHENSIVE LOSS:             
Items that may be reclassified subsequently to profit or loss:             
Translation loss from functional currency to reporting currency   2d   (13,533,732)   (12,522,802)
Total comprehensive loss for the year     $(2,092,499)  $(3,853,417)
              
PROFIT FOR THE YEAR ATTRIBUTABLE TO:             
Owners of the Group     $8,028,610   $4,126,505 
Non-controlling interests  2f, 18   3,412,623    4,542,880 
Total profit for the year     $11,441,233   $8,669,385 
              
TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO:             
Owners of the Group     $(5,505,122)  $(8,396,297)
Non-controlling interests  2f, 18   3,412,623    4,542,880 
Total comprehensive loss for the year     $(2,092,499)  $(3,853,417)
              
Earnings per share attributable to owners of the Group - basic and diluted  19  $0.048   $0.025 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-35
 

 

LATAM LOGISTIC PROPERTIES, S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in U.S. Dollars)

 

                   
      As of December 31,  

As of January 1,

 
   Notes 

2022

(As Restated - Note 25)

  

2021

(As Restated – Note 25)

  

2021

(As Restated – Note 25)

 
ASSETS                  
CURRENT ASSETS:                  
Cash and cash equivalents  8  $14,988,112   $17,360,353   $15,458,803 
Due from affiliates  2g, 22   8,798,945         
Lease and other receivables, net  2g, 9   2,516,525    1,934,648    1,778,605 
Asset held for sale  2l, 13   2,977,147    2,977,147     
Prepaid construction costs      2,317,383    5,140,732    4,434,069 
Other current assets  10   1,708,313    2,169,363    2,262,232 
Total current assets      33,306,425    29,582,243    23,933,709 
                   
NON-CURRENT ASSETS:                  
Investment properties  2j, 12   449,036,633    428,275,741    364,307,039 
Tenant notes receivables - long term, net  2g, 9   6,796,584    3,250,848    2,794,533 
Due from affiliates - long term  2g, 22   -    6,137,573    5,027,735 
Restricted cash equivalent  8   3,252,897    3,929,870    7,744,696 
Property and equipment, net  11   427,719    502,744    561,928 
Deferred tax asset  2s, 20   239,281    686,314    1,323,723 
Other non-current assets      4,559,330    5,420,872    3,574,228 
Total non-current assets      464,312,444    448,203,962    385,333,882 
                   
TOTAL ASSETS     $497,618,869   $477,786,205   $409,267,591 
                   
LIABILITIES AND SHAREHOLDERS’ EQUITY                  
CURRENT LIABILITIES:                  
Accounts payable and accrued expenses  14  $8,591,922   $9,113,837   $11,268,643 
Deposits for the sale of assets  13   2,400,000    1,200,000     
Income tax payable  2s, 20   663,703    124,472    637,694 
Retainage payable  2o    3,001,433    2,926,703    2,328,234 
Long term debt - current portion  16   110,943,460    23,547,197    11,554,427 
Other current liabilities   2i   54,983    106,778    102,465 
Total current liabilities      125,655,501    37,018,987    25,891,463 
                   
NON—CURRENT LIABILITIES:                  
Long term debt  2g, 16   98,383,315    165,171,917    114,937,348 
Deferred tax liability  2s, 20   37,215,884    36,659,475    29,014,845 
Security deposits      1,706,959    1,360,501    942,954 
Other non-current liabilities  2i    590,740    48,553    160,149 
Total non-current liabilities      137,896,898    203,240,446    145,055,296 
                   
TOTAL LIABILITIES      263,552,399    240,259,433    170,946,759 
                   
EQUITY:                  
Membership units              100 
Common share capital  17   168,142,740    168,142,740     
Additional Paid—in Capital              168,142,696 
Retained earnings      64,739,312    56,710,702    52,584,197 
Foreign currency translation reserve  2d   (32,068,047)   (18,534,315)   (6,011,513)
Equity attributable to owners of the Group      200,814,005    206,319,127    214,715,480 
Non-controlling interests  2f, 18   33,252,465    31,207,645    23,605,352 
Total equity      234,066,470    237,526,772    238,320,832 
                   
TOTAL LIABILITIES AND EQUITY     $497,618,869   $477,786,205   $409,267,591 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-36
 

 

LATAM LOGISTIC PROPERTIES, S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in U.S. Dollars)

 

      Attributable to owners of the Group                     
      Membership Units   Ordinary Shares                     
   Notes  Number of Units   Membership units   Additional Paid—in Capital   Number of Shares   Common share capital   Retained Earnings   Foreign currency translation reserve   Equity attributable to owners of the Group   Non—Controlling Interests   Total Equity 
                                            
BALANCE AS OF DECEMBER 31, 2020 (As Previously Reported)      

100

   $

100

   $

168,142,696

    

   $

   $

49,606,841

   $

(6,011,513

)  $

211,738,124

   $

23,496,173

   $

235,234,297

 
Impact of restatement (Note 25)      

    

    

    

    

    

2,977,356

    

    

2,977,356

    

109,179

    

3,086,535

 

BALANCE AS OF JANUARY 1, 2021 (As Restated - Note 25)

      100   $100   $168,142,696       $   $52,584,197   $(6,011,513)  $214,715,480   $23,605,352   $238,320,832 
Profit for the year                          4,126,505        4,126,505    4,542,880    8,669,385 
Other comprehensive loss  2d                           (12,522,802)   (12,522,802)       (12,522,802)

Total comprehensive loss for the Year

                          4,126,505    (12,522,802)   (8,396,297)   4,542,880    (3,853,417)
Conversion from S.R.L. to S.A.  1,17   (100)   (100)   (168,142,696)   168,142,740    168,142,740            (56)       (56)
Capital contributions  18                                   4,084,160    4,084,160 
Distributions paid to non-controlling interest  18                                   (1,024,747)   (1,024,747)

BALANCE AS OF DECEMBER 31, 2021 (As Restated - Note 25)

         $   $    168,142,740   $168,142,740   $56,710,702   $(18,534,315)  $206,319,127   $31,207,645   $237,526,772 
Profit for the year                          8,028,610        8,028,610    3,412,623    11,441,233 
Other comprehensive loss  2d                           (13,533,732)   (13,533,732)       (13,533,732)

Total comprehensive loss for the Year

                          8,028,610    (13,533,732)   (5,505,122)   3,412,623    (2,092,499)
Capital contributions  18                                   700,000    700,000 
Distributions paid to non-controlling interest  18                                    (2,067,803)   (2,067,803)

BALANCE AS OF DECEMBER 31, 2022 (As Restated - Note 25)

         $   $    168,142,740   $168,142,740   $64,739,312   $(32,068,047)  $200,814,005   $33,252,465   $234,066,470 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-37
 

 

LATAM LOGISTIC PROPERTIES, S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in U.S. Dollars)

 

              
      For the years ended December 31, 
   Notes 

2022

(As Restated - Note 25)

  

2021

(As Restated – Note 25)

 
Cash flows from operating activities:             
Profit for the year     $11,441,233   $8,669,385 
Adjustments:             
Depreciation and amortization  11   124,287    139,896 
Provision for expected credit losses  2g, 9   1,470,990    1,062,133 
Net foreign currency (gain) loss   2d   (325,135)   302,638 
Amortization of right-of-use assets  2i, 15   104,198    96,662 
Investment property valuation gain  2j, 12   (3,525,692)   (12,610,127)
Financing costs  2q, 16   11,766,726    9,799,558 
Loss on sale of investment properties  2j, 12   398,247     
Loss on disposal of property and equipment   11   30,269    925 
Straight-line rent   2j   (2,423,347)   (1,984,366)
Interest income from affiliates  2g, 22   (561,372)   (424,838)
Income tax expense  2s, 20   2,236,507    8,756,703 
Working capital adjustments:             
(Increase) decrease in:             
Lease and other receivables, net  2g, 9   1,092,549    (5,185,489)
Other assets      (1,295,515)   1,414,116 
Increase (decrease) in:             
Accounts payable and accrued expenses  14   (1,558,595)   619,206 
Security deposits      346,458    417,547 
Retainage payable  2o    74,730    663,420 
Income tax payable  2s, 20   539,231    (492,438)
Income tax paid  2s, 20   (324,624)   (1,392,680)
Net cash generated by operating activities     $19,611,145   $9,852,251 
              
Cash flows from investing activities:             
Capital expenditure on investment properties  2j, 12  $(40,975,109)  $(48,254,733)
Proceeds from sale of investment properties  2j, 12   8,874,753     
Acquisitions of investment properties, net of closing costs  2j, 12       (22,443,229)
Purchase of property and equipment  11   (88,487)   (97,687)
Proceeds for asset held for sale  2l, 13   1,200,000    1,200,000 
Loans to affiliates  22   (2,100,000)   (685,000)
Loans to tenants for leasehold improvement  9   (4,687,480)   (801,384)
Repayments on loans to tenants  9   671,937    407,600 
Restricted cash equivalent  8   620,450    3,812,470 
Net cash used in investing activities     $(36,483,936)  $(66,861,963)
              
Cash flows from financing activities:             
Long term debt borrowing  2g, 16  $44,217,867   $78,626,400 
Long term debt repayment  2g, 16   (13,335,183)   (11,860,052)
Cash paid for raising debt  2p, 16   (41,550)   (1,070,987)
Interest and commitment fee paid  2q, 16   (14,505,955)   (9,391,336)
Capital contributions from non-controlling partners  2f, 18   700,000    4,084,160 
Distributions to non-controlling partners  2f, 18   (2,067,803)   (1,024,747)
Repayment of office lease liabilities  2i, 15   (163,072)   (99,380)
Net cash provided by financing activities     $14,804,304   $59,264,058 
              
Effects of exchange rate fluctuations on cash held      (303,754)   (352,796)
Net (decrease) increase in cash and cash equivalents      (2,372,241)   1,901,550 
Cash and cash equivalents at the beginning of year      17,360,353    15,458,803 
              
Cash and cash equivalents at the end of year     $14,988,112   $17,360,353 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-38
 

 

LATAM LOGISTIC PROPERTIES, S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in U.S. Dollars)

 

 

1. NATURE OF BUSINESS

 

Latam Logistic Properties, S.A. (“LLP” or “Parent Company”) is a company organized in accordance with the laws of the Republic of Panama, constituted as a limited liability company, by public deed dated April 29, 2015, and registered before the Public Registry of Panama on May 4, 2015. The registered office is located in BMW Plaza, 9th floor, Calle 50, Panama City, Republic of Panama.

 

Latam Logistic Properties, S.A., through its affiliates and subsidiaries (jointly referred to as “the Group” and individually as “Group entities”), is a fully-integrated, internally managed real estate company that develops, owns and manages a diversified portfolio of warehouse logistics assets in Central and South America.

 

The consolidated financial statements of the Group as of December 31, 2022 and 2021 and the years then ended include the consolidated financial information of the parent company and its subsidiaries. Information on the Group’s structure is provided in Note 2.

 

As of December 31, 2022 and 2021, LatAm Logistic Properties, S.A. ownership structure was as follows:

 

SCHEDULE OF OWNERSHIP STRUCTURE

   2022   2021 
   Number of Ordinary Shares   % of Ownership   Number of Ordinary Shares   % of Ownership 
                 
JREP I Logistics Acquisition, L.P. (1)   149,378,010    88.8%   149,378,010    88.8%
Latam Logistic Investments, LLC   13,451,419    8.0%   13,451,419    8.0%
Latam Logistic Equity Partners, LLC   5,313,311    3.2%   5,313,311    3.2%
Total   168,142,740    100.0%   168,142,740    100.0%

 

(1)JREP I Logistics Acquisition L.P. (“JREP I”) is the Group’s majority shareholder and controlling investor with 88.8% ownership. JREP GP LLC has exclusive management control over JREP I, which was engaged by Jaguar Growth Asset Management LLC to have full control over JREP I. The ultimate Group’s capital partner is Jaguar Growth Partners LLC, a New York based private equity fund with ample experience in real estate developments throughout emerging markets.

 

Conversion from S.R.L. to S.A.

 

On January 2, 2021, the General Assembly of Shareholders unanimously approved the transformation and conversion of LatAm Logistic Properties, S.A. from a limited liability company to a corporation, resolution duly registered with the Public Registry of Panama on January 13, 2021 (the “Conversion”). In accordance with the bylaws of a limited liability company and up to conversion date on January 2, 2021, the capital structure of LatAm Logistic Properties, S.A. was through Membership Units.

 

The Group evaluated the facts and circumstances and concluded the Conversion represented a capital restructuring, which was reflected in the consolidated statements of changes in equity prospectively. Additionally, the Conversion resulted in an exchange of equity interest was akin to a stock split. As such, the change in capital stock was reflected retrospectively for earnings per share (“EPS”) purposes.

 

F-39
 

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

a. Basis of Accounting - The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

 

The consolidated financial statements have been prepared on the historical cost basis except certain investment properties that are measured at fair value as of end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

 

The Group management believes that all adjustments that are required for a proper presentation of the financial information are incorporated in these consolidated financial statements.

 

b. Going Concern - The accompanying consolidated financial statements are prepared on a going concern basis in accordance with International Accounting Standard (“IAS”) 1 Presentation of Financial Statements, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

As described further in Note 16, the Group was not in compliance with certain financial covenants associated with certain non-recourse financing loans as of December 31, 2022. These included the Group’s loans with Banco Davivienda, Bancolombia, and ITAÚ Corpbanca Colombia and resulted in these loans being classified as current within the consolidated statement of financial position as of December 31, 2022. Additionally, the Group breached a financial ratio covenant with Bancolombia in June of 2023. Despite not missing any debt service payments, each of these covenant breaches constitute an “event of default” under the Group’s credit agreements. However, the Group has a history of successfully refinancing its debts as a matter of customary business practice and are currently pursuing a business combination (see Note 26), which is expected to provide the Group with additional funding.

 

In order to mitigate the effects of the Banco Davivienda breach, the Group obtained a waiver which removed its obligation to comply with the financial covenants in February 2023 and the debt was subsequently refinanced in April 2023 with Banco Nacional de Costa Rica (see Note 26), with which the Group is currently in full compliance.

 

As part of the sale of the Colombian investment property (see Note 26), the ITAÚ Corpbanca Colombia loan was fully repaid in August 2023, thus resolving any covenant breach.

 

In September 2023, the Group restructured its Bancolombia debt to defer principal payments until May 2024, at which point the Group will have 12 months to pay this deferred principal in full at no additional cost. The Group also obtained a waiver for the covenant breaches, which waives compliance with the debt service coverage ratio through December 31, 2023, after which the next debt service coverage compliance testing date will be in June 2024. The outstanding Bancolombia loan balance as of December 31, 2022 was $34 million ($33 million of current liabilities relates to the breach in loan covenants), and was classified within current liabilities on the consolidated statement of financial position. As of September 30, 2023, the outstanding Bancolombia loan balance was approximately $40 million, of which approximately $0.6 million was classified within current liabilities on the consolidated statement of financial position.

 

While the Group has fulfilled all debt service payments required by its lending agreements in all jurisdictions to date, current interest rates in Colombia make it probable that further debt waivers, restructuring, or repayment will be necessary relating to the Bancolombia loan prior to May 2024, when principal payments resume on the loan. The Group’s lending agreements with Bancolombia are only collateralized by the respective Colombian assets, which were valued at $67.5 million as of December 31, 2022. No other guarantees have been provided by the Group’s other subsidiaries that would put the Group’s operations outside of Colombia at risk in event of foreclosure. While the $5.7 million in revenue generated by the Group’s Colombian operations for the year ended December 31, 2022 represents approximately 18% of the Group’s consolidated revenues for the year, the Group’s operations outside of Colombia are expected to be profitable and generate adequate liquidity to provide for continued operations. In the event that the Group is unable to obtain further debt waivers, restructure the debt, or otherwise repay the Bancolombia loan, there is a possibility Bancolombia may initiate proceedings to foreclose on its Colombian properties without further recourse. Considering planned mitigating activities, management believes that this does not create material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern.

 

F-40
 

 

c. Functional and Presentation Currency - The consolidated financial statements are presented in U.S. dollars (USD), which is the functional currency of Latam Logistic Properties, S.A. and its subsidiaries, except for the Colombian subsidiaries of Latam Logistic COL OpCo, S.A. and Latam Logistic COL PropCo Cota I, S.A.S, for which the functional currency is the Colombian Peso. As of December 31, 2022 and 2021, the sell-exchange rates for a USD to relevant currencies for the Group $1.00 were the following:

SCHEDULE OF SELL EXCHANGE RATES  

   2022  2021
       
Costa Rican Colones (“CRC”)  CRC 602  CRC 645
       
Peruvian Soles (“PEN”)  PEN 3.820  PEN 3.991
       
Colombian Peso (“COP”)  COP 4,810  COP 3,981

 

d. Foreign Currency -

 

Foreign Currency Transactions - Transactions in foreign currencies are translated into the respective functional currencies of the Group entities at exchange rates at the dates of the transactions.

 

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in profit or loss.

 

Foreign Operations - The assets and liabilities of foreign operations, for which the functional currency is other than the USD are translated into USD at exchange rates in effect at the date of the consolidated statement of financial position. The income and expenses of foreign operations are translated at exchange rates at the dates of the transactions. Components of equity are translated into USD at the historical exchange rates.

 

Foreign currency differences are recognized in other comprehensive income (OCI) and accumulated in a separate line item in the Group’s consolidated statements of changes in equity under “Foreign currency translation reserve”, except to the extent that the translation difference is allocated to non-controlling interests (“NCI”). When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the foreign currency translation reserve account related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes only part of an associate while retaining significant influence, the relevant proportion of the cumulative amount is reclassified to profit or loss.

 

F-41
 

 

e. Use of Significant Judgements and Estimates - In preparing the consolidated financial statements, management has made judgments, estimates, and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income, and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Actual results may differ from these estimates.

 

The following are the critical accounting judgements and key sources of estimation uncertainty, that the management have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognized in financial statements.

 

Leases - The Group applied the following judgements that significantly affect the determination of the amount and timing of income from lease contracts:

 

Definition of a lease

 

Under IFRS 16, a lease is a contract (i.e., an agreement between two or more parties that creates enforceable rights and obligations), or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration.

 

Property lease classification – the Group as lessor

 

The Group has entered into leases on its investment property portfolio. The Group has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting a major part of the economic life of the property and the present value of the minimum lease payments not amounting to substantially all of the fair value of the property, that it retains substantially all the risks and rewards incidental to ownership of this property and accounts for the contracts as operating leases.

 

Estimating the incremental borrowing rate – the Group as lessee

 

The Group cannot readily determine the interest rate implicit in leases where it is the lessee, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating).

 

Investment Properties - Investment properties are initially recognized at cost. The Group elects to subsequently remeasure investment properties at fair value. As of each year end, valuations for the Group’s investment properties are generally performed by an external valuation firm. Note 12 provides detailed information about the key assumptions used in the determination of the fair value of the investment properties.

 

Impairment of Financial Assets – Allowances for expected credit losses are made based on the risk of non-payment taking into account aging, previous experience, economic conditions and forward-looking data, which are evaluated on a quarterly basis. Such allowances are measured as either 12-months expected credit losses or lifetime expected credit losses depending on changes in the credit quality of the counterparty, with 100% of balances being reserved for if a counterparty exhibits characteristics of default. The definition of default is determined by considering whether there is a breach of financial covenants or information developed internally or obtained from external sources.

 

F-42
 

 

Control for partnership agreements – Management has assessed whether its interest over investees represents a parent / subsidiary relationship and requires consolidation as per IFRS 10 control criteria. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Management considers all relevant facts and circumstances in assessing whether it has power over an investee including contractual arrangement contained within partnership agreements, rights arising service contracts with other vote holders for partnership arrangements and decision-making authority for the Group.

 

f. Basis of Consolidation - The consolidated financial statements incorporate the financial statements of the Group and entities controlled by the Group (its subsidiaries) at the end of each reporting year. Control is achieved when the Group:

 

Has the power over the investee;

 

Is exposed, or has rights, to variable returns from its involvement with the investee; and

 

Has the ability to use its power to affects its returns.

 

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

 

When the Group has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the contractual rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Group considers all relevant facts and circumstances in assessing whether or not the Group’s voting rights in an investee are sufficient to give it power, including:

 

The size of the Group’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

 

Exposure, or rights, to variable returns from its involvement with the investee

 

Any additional facts and circumstances that indicate that the Group has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made including the ability to use its power over the investee to affect the amount of the investor’s returns

 

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Group gains control until the date when the Group ceases to control the subsidiary. Profit or loss and each component of other comprehensive loss are attributed to owners of the Group and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Group and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

 

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies.

 

F-43
 

 

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.

 

Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

 

Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Group.

 

When the Group loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value, as of the date control is lost, of any retained interest in the subsidiary and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. All amounts previously recognized in other comprehensive loss in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.

 

The consolidated financial statements include the financial information of Latam Logistic Properties, S.A. (parent entity) and its subsidiaries: 

SCHEDULE OF FINANCIAL INFORMATION OF LATAM LOGISTIC PROPERTIES  

      Ownership Interest   Non-controlling Interest 
Entities  Country  2022   2021   2022   2021 
Latam Logistic Property Holdings LLC  United States   100%   100%          
Latam Logistic COL HoldCo I, S de R.L.  Panamá   100%   100%          
Latam Logistic CR HoldCo I, S de R.L.  Panamá   100%   100%          
Latam Logistic Pan HoldCo S de R.L.  Panamá   100%   100%          
Latam Logistic Pan Holdco El Coyol II S de R.L.  Panamá   50%   50%   50%   50%
Latam Logistic Pan Holdco Cedis Rurales S de R.L.  Panamá   100%   100%          
Latam Logistic Pan HoldCo San Joaquin I S de R.L.  Panamá   100%   100%          
Latam Logistic Pan Holdco Lagunilla I, S.R.L. (1)  Panamá   %   50%   100%   50%
Latam Logistic Pan Holdco Verbena I S de R.L. (2)  Panamá   47.6%   47.6%   52.4%   52.4%
Latam Logistic Pan Holdco Verbena II S, S.R.L. (3)  Panamá   47.6%   47.6%   52.4%   52.4%
Latam Logistic Pan Holdco Santiago I, S de R.L.  Panamá   100%   100%          
Latam Logistic Pan Holdco Santo Domingo, S de R.L.  Panamá   100%   100%          
Latam Logistic Pan Holdco Medellin I, S.R.L.  Panamá   100%   100%          
LatAm Logistic Pan HoldCo Bodegas los Llanos, S.R.L.  Panamá   100%   100%          
Latam Logistic PER OpCo, S.R.L.  Perú   100%   100%          
Latam Logistic PER PropCo Lurin I, S. de R.L.  Perú   100%   100%          
Latam Logistic PER PropCo Lurin II, S. de R.L.  Perú   100%   100%          
Latam Logistic PER PropCo Lurin III, S. de R.L.  Perú   100%   100%          
Parque Logístico Callao, S.R.L.  Perú   50%   50%   50%   50%
Latam Logistic COL OpCo, S.A. (4)  Colombia   100%   100%          
Latam Logistic COL PropCo Cota I, S.A.S.  Colombia   100%   100%          
Latam Logistic Propco Celta I, S.A.S.  Colombia   100%   100%          
Latam Logistic CR OpCo, S.R.L.  Costa Rica   100%   100%          
Latam Logistic CR PropCo Alajuela I, S.R.L.  Costa Rica   100%   100%          
Latam Propco El Coyol Dos S de R.L.  Costa Rica   50%   50%   50%   50%
Latam Logistic Propco Bodegas San Joaquín S de R.L.  Costa Rica   100%   100%          
Latam Logistic Propco Cedis Rurales Costa Rica S de R.L.  Costa Rica   100%   100%          
3101784433, S.R.L.  Costa Rica   23.6%   23.8%   76.4%   76.2%
Latam Logistic Propco Lagunilla I S de R.L. (5)  Costa Rica   %   50%   100%   50%
Latam Logistic PropCo Bodegas los Llanos S de R.L.  Costa Rica   100%   100%          
Latam Logistic CR Zona Franca, S. de R.L.  Costa Rica   100%   100%          

 

  (1) Formerly known as Latam Logistic Pan Holdco Oficinas San Joaquín Heredia, S.R.L.; refer to Note 18 for more information on the sale of this partnership interest, following which the Group no longer consolidated this entity. Operating results of the entity was no longer included in the consolidated financial statements of the Group.
  (2) Formerly known as Latam Logistic Propco Pedregal Panamá S de R.L.
  (3) Formerly known as Latam Logistic Pan Holdco Pedregal Panamá S de R.L.
  (4) Formerly known as Latam Logistic COL OpCo, S.A.S.
  (5) Formerly known as Latam Logistic Propco Ciruelas IV S de R.L.; refer to Note 18 for more information on the sale of this partnership interest, following which the Group no longer consolidated this entity. Operating results of the entity was no longer included in the consolidated financial statements of the Group.

 

F-44
 

 

g. Financial Instruments – All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.

 

Classification of Financial Assets – Financial assets that meet the following conditions are measured subsequently at amortized cost:

 

The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
   
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
   
  Financial assets that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI):

 

The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and
   
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL). Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of a financial asset:

 

The Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met; and

 

The Group may irrevocably designate a financial asset that meets the amortized cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.

 

F-45
 

 

Amortized Cost and Effective Interest Method The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest income over the relevant year.

 

For financial assets other than purchased or originated credit-impaired financial assets, the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the financial asset, or, where appropriate, a shorter period, to the gross carrying amount of the financial asset on initial recognition. For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortized cost of the financial asset on initial recognition.

 

The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortized cost of a financial asset before adjusting for any loss allowance.

 

For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired. For financial assets that have subsequently become credit-impaired. For financial assets that have subsequently become credit-impaired, interest income is recognized by applying the effective interest rate to the amortized cost of the financial asset. If, in subsequent reporting years, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognized by applying the effective interest rate to the gross carrying amount of the financial asset.

 

Impairment of Financial Assets – The Group recognizes a loss allowance for expected credit losses (“ECL”) on lease receivables, tenant notes receivables as well as due from affiliates. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

 

Measurement of Expected Credit Losses - For lease receivables, the Group performs an assessment for all tenants to evaluate their current financial state and historical payment behavior. For tenants who show indicators of financial difficulties, the Group creates a specific reserve for those tenants covering 100% of their outstanding balance. For lease receivables where tenants are not specifically reserved for, the Group applies a lifetime ECL using a provision matrix. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

 

For tenant notes receivables and due from affiliates, the Group assess and monitors if there has been a significant increase in credit risk since initial recognition. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance at an amount equal to 12-month ECL; otherwise, the Group recognizes lifetime ECL. Based on the result of the assessment for the year ended December 31, 2022 and 2021, the Group concluded there has not been a significant increase in credit risk since initial recognition for tenant notes receivables and due from affiliates.

 

F-46
 

 

The Group only extends such financial arrangements to tenants who have successfully undergone the comprehensive background check procedures. Occasionally, the Group extends loans to related party, or affiliate, where the Group conducts a thorough examination of borrower’s reputation, credit history, and payment record. The Group applies continuous monitoring whereby tenants are evaluated on a monthly basis to ensure there are no indicators that may suggest an increase in credit risk.

 

Due to there not being a significant increase in credit risk the Group measures the loss allowance for tenant notes receivables and due from affiliates at an amount equal to 12-month ECL, which represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. The 12-month ECL are estimated using the probability of default approach, which is a function of the probability of default, loss given default (i.e., the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date.

 

The Group writes off a financial asset when there is information indicating that the debtor is in a financial difficulty and there is no realistic prospect of recovery, e.g., when the debtor has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss.

 

Refer below for the definition of terms:

 

  i.Significant Increase in Credit Risk - In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.

   

  ii.Definition of Default – The Group considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:

 

When there is a breach of financial covenants by the debtor; or
   
Information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collateral held by the Group).
   
  Irrespective of the above analysis, the Group considers that default has occurred when a financial asset is more than 90 days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

 

F-47
 

 

iii.Credit – impaired Financial Assets – A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:

 

Significant financial difficulty of the issuer or the borrower;
   
A breach of contract, such as a default or past due event (see (ii) above);
   
The lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;
   
It is becoming probable that the borrower will enter bankruptcy or other financial reorganization; or
   
The disappearance of an active market for that financial asset because of financial difficulties.

 

iv.Recognition of Expected Credit Losses – The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account. The Group records a provision for possible loss if the collection of a receivable balance is considered doubtful. As of December 31, 2022, and 2021, the Group recorded an allowance for expected credit losses related to receivables from clients of $2,772,977 and $1,356,738, respectively.

 

Derecognition of Financial Assets – The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.

 

On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.

 

Classification of Financial Liabilities – All financial liabilities are measured subsequently at amortized cost using the effective interest method.

 

Financial Liabilities Measured Subsequently at Amortized Cost – Debt instruments that meet the following conditions are measured subsequently at amortized cost:

 

Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for-trading, or (iii) designated as at FVTPL, are measured subsequently at amortized cost using the effective interest method.

 

F-48
 

 

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant year. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability.

 

Embedded derivatives - An embedded derivative is a component of a hybrid contract that also includes a non-derivative host with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative.

 

Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 (e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value through profit or loss (FVTPL). Further, such derivatives are initially recognized at fair value and the residual amount is the initial carrying value of the host contract liability. If an embedded derivative is identified, it is presented as a non-current asset or a non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to be realized or settled within 12 months.

 

Derecognition of Financial Liabilities – The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

 

When the Group exchanges with the existing lender one debt instrument into another one with the substantially different terms, such exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the Group accounts for substantial modification of terms of an existing liability or part of it as an extinguishment of the original financial liability and the recognition of a new liability. It is assumed that the terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective rate is at least 10 percent different from the discounted present value of the remaining cash flows of the original financial liability. If the modification is not substantial, the difference between: (1) the carrying amount of the liability before the modification under the effective interest rate method; and (2) the present value of the cash flows after modification (discounted using the effective interest rate before the modification) should be recognized in profit or loss as the modification gain or loss within other gains and losses.

 

i. Leases - The Group evaluates if a contract contains a lease at the commencement date. The Group recognizes a right-of-use asset and a corresponding lease liability regarding all lease contracts in which it is a lessee, except for short-term leases (term of 12 months or less) and leases of low value assets, such as personal computers and small office furniture devices. For these leases, the Group recognizes the lease payments as an operating lease under the straight-line method through the valid term of the lease, unless other method is more representative of the pattern in which economic benefits from the use of the underlying asset is diminished.

 

Lease liability is initially measured at present value of the lease payments that are not paid on the commencement date, discounted from the implicit interest rate in the contract. If this rate cannot be readily determined, the Group shall use incremental rates.

 

The lease payments included in the measurement of lease liability consist of:

 

Fixed payments, including in substance fixed payments, less any lease incentives received;
   
Variable lease payments that depend on an index or a rate, initially measured using the index or rate at the commencement date;
   
Amount expected to be paid by the lessee under residual value guarantees;
   
The exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
   
Payments of penalties for terminating the lease if the lease term reflects the lessee exercising an option to terminate the lease.

 

F-49
 

 

Lease liability is presented as a separate component in the statement of financial position.

 

Lease liability is subsequently measured by increasing the carrying amount to reflect the interest earned on the liability lease (using the effective interest method) and reducing the carrying amount to reflect the lease payments made.

 

The Group revaluates the lease liability (and makes the corresponding adjustment to the underlying right-of-use asset) provided that:

 

The lease term is modified, or there is an event or significant change in the circumstances of the lease that results in a change in the assessment of an option to purchase the underlying asset, in which case the lease liability is measured by discounting the revised lease payments using a revised discount rate.
   
Lease payments are modified as a consequence of changes in rates or a change in the expected amounted to be paid under a residual value guarantee, in which cases the liability lease is revalued by discounting the revised lease payments using the same discount rate (unless the change in the lease payments results from a change in a variable interest rate, in which case a revised discount rate is used).
   
A lease contract is revised, and the revision of the lease is not accounted for as a separate lease, in which case the lease liability is revaluated based on the lease term of the revised lease, by discounting the revised lease payments using a revised discount rate as of the date in which the revision became effective.

 

Right-of-use assets consist of the amount of the initial measurement of the corresponding lease liability, the lease payments made on or before the commencement date, less any lease incentive received and any initial direct cost. The subsequent valuation is the cost less the accumulated depreciation and impairment losses.

 

Right-of-use assets are depreciated over the shorter period between the lease period and the useful life of the underlying asset. If a lease transfers the ownership of the underlying asset, or the cost of the right-of-use asset reflects that the Group plans to exercise a purchase option, the right-of-use asset will be depreciated over the useful life. Depreciation starts on the date of the commencement of the lease.

 

The right-of-use assets are shown as a separate component in the statement of financial position.

 

The Group applies IAS 36 Impairment of Assets to determine if a right-of-use asset is impaired and accounts for any identified impairment loss as described in the “impairment of non-financial assets” policy.

 

As practical expedient, IFRS 16 allows a lessee to not separate the non-lease components and instead account for any lease components and its associated non-lease components as a single lease component. The Group has not used this practical expedient. For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

 

j. Investment Properties - Investment properties are buildings and lands held to obtain rent, surpluses, or both. Investment properties are initially recorded at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at fair value at least on annual basis. Fair value is determined by the commercial value of each real property performed by an independent appraiser. The commercial value of each real property is calculated using a combination of methods including present value of the net cash flows that are expected in the future and direct capitalization for operating properties and properties under development and comparable for land. Gains and losses arising from changes in the fair value of investment properties are recognized in profit and loss in the period in which they arise. Note 12 provides detailed information about the key assumptions used in the determination of the fair value of the investment properties.

 

The Group categorizes its investment properties into three groups: land bank, properties under development and operating properties. The land bank category encompasses land acquisitions made by the Group, including land purchase expenses, along with certain allocated permit and infrastructure costs. The investment properties transition to properties under development once the Group secures construction permits for land development and initiates construction activities. Subsequently, they are reclassified as operating properties once they achieve a state of “stabilization”. The Group defines stabilization as the earlier of the point at which a developed property has been completed for one year, or when it reaches a 90% occupancy rate.

 

F-50
 

 

As described below, the Group recognizes rental income using the straight-line method. Any temporary difference between the recognized rental income and the amount billed is recorded in the rent leveling balance sheet account. The temporary difference between cash and accrual payments will ultimately be reversed and eliminated by the end of the lease. The Group concludes that rent leveling constitutes an integral component of the fair value of the investment properties because the expected cash flows of the leases are already reflected in the fair value of the investment properties. Therefore, the recognition of rental revenue on a straight-line basis over the lease term would require an adjustment to the fair value of the investment property to avoid double counting.

 

An investment property is derecognized upon disposal or when the investment property is permanently withdrawn from used and no future economic benefits are expected form the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net sale proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognized.

 

k. Fair value measurements - An investment property is derecognized upon disposal or when the investment property is permanently withdrawn from used and no future economic benefits are expected form the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net sale proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognized. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS 2 Inventories or value in use in IAS 36 Impairment of Assets.

 

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

 

Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
   
Level 2 - Inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
   
Level 3 - Inputs are unobservable inputs for the asset or liability, among others, statistics information, and own Group’s information, in some instances based on the information provided by some independent experts.

 

F-51
 

 

The Group has a control framework established in relation to the measurement of fair values. This includes the supervision of management of all significant fair value measurements, including the fair values of level 3.

 

The Group’s management regularly reviews the significant unobservable variables and the valuation adjustments. If a third-party information, such as broker quotes or pricing services, is used to measure fair values, supervision includes evidence obtained from third parties to support the conclusion that those valuations meet the requirements of IFRS, including the level within the hierarchy of fair value within these valuations should be classified.

 

l. Assets Held for Sale - The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. The criteria for held for sale classification is regarded as met when the sale is highly probable, and the non-current asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. The Group should be committed to the plan to sell the asset and the sale is expected to be completed within 1 year from the date of the classification.

 

For investment properties measured at fair value that are classified as held for sale, the Group continues to measure the investment properties under the fair value model.

 

Assets and liabilities classified as held for sale are presented separately in the statement of financial position.

 

m. Impairment of Non-Financial Assets - At each consolidated statement of financial position, the Group reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

 

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGU (Cash Generating Units).

 

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

 

An impairment loss is recognized if the carrying amount of an asset or cash generating unit (CGU) exceeds its recoverable amount. Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

 

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

 

F-52
 

 

n. Revenue Recognition -

 

Investment Property Rental Income - The Group earns rental income from acting as a lessor of operating properties in arrangements which do not transfer substantially all of the risks and rewards incidental to ownership of an investment property. Rental income is recognized under the requirements of IFRS 16, Leases (“IFRS 16”) and revenue on the non-lease components is recognized under the requirements of IFRS 15, Revenue from Contracts with Customers (“IFRS 15”).

 

The Group’s leases with tenants (customers) under agreements are classified as operating leases. The Group recognizes the total minimum lease payments provided for under the leases on a straight-line basis over the lease term.

 

Lease components

 

The right to use an asset represents a separate lease component from other lease components if two criteria are met:

 

a. The lessee can benefit from the use of the asset either on its own or together with other readily available resources.

 

b. The underlying asset must not be highly dependent on or highly interrelated with other underlying assets in the contract.

 

The Group generally identifies the right to use the warehouses and underlying land as lease components in its lease contracts with tenants based on the above two criteria. In some cases, the Group might also grant tenants the right to use dedicated parking spots, or other types of assets, which could also be considered as lease components.

 

Non-lease components

 

When identifying non-lease components, the Group considers whether a good or service is transferred to the lessee. Typically, maintenance activities, including common area maintenance (“CAM,” e.g., cleaning a lobby of a building, property management services, general repairs), provided by the lessor along with utilities are considered non-lease components because they represent goods or services transferred to the Group separately from the right to use the underlying asset.

 

The Group applies IFRS 15 to allocate the consideration in the contract between lease and non-lease components, on the basis of stand-alone selling prices. Stand-alone selling price represents the price at which an entity would sell a good or service on a stand-alone (or separate) basis at contract inception.

 

Principal/agent considerations for non-lease components

 

For the identified non-lease components that are accounted for under IFRS 15, the Group concludes that they should in general be presented gross in the consolidated statements of profit or loss and other comprehensive loss, because the Group is typically acting as a principal, because the Group controls the promised good or service before the it transfers the good or service to a customer. The Group is itself contractually obliged to provide these services to its tenants and is ultimately responsible for fulfilling the promise to provide the services.

 

Rental Revenues in the consolidated statements of profit or loss and other comprehensive loss

 

Disaggregation of rental revenue arising from contracts with customers from other sources of revenue is disclosed in Note 4.

 

F-53
 

 

The Group performs credit analyses of our customers prior to the execution of the leases and continue these analyses for each individual lease on an ongoing basis in order to ensure the collectability of rental revenue. The Group recognizes revenue to the extent that amounts are determined to be collectible.

 

Other – Other sources of revenue consists of fees earned from customers which are determined in accordance with the terms specific to each customer arrangement. The third-party development fees are recognized as revenue under the requirements of IFRS 15 when they are earned under the agreement with the customers.

 

o. Retainage Payable - Construction contract retainage represents payments which have been partially withheld from subcontractors pending the completion of a project or other contractual conditions. The Group accrues a liability for construction retainage throughout the construction phase, based on the percentage of completion of the construction. Such liability is subsequently released upon completion of construction when the retainage is paid.

 

p. Borrowing Costs - The Group capitalizes borrowing costs directly attributable to the acquisition, construction, or production of qualifying assets, including investment properties. All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

 

q. Finance Income and Finance Costs - The Group’s finance income and finance costs include interest income, bank commissions and the foreign currency gain or loss on financial assets and financial liabilities.

 

r. Employee Benefits – The Group’s employee benefits consist of short-term benefits, statutory Christmas bonus and compensated absences, such as paid annual leave. A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service. Liabilities recognized in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date. The Group creates a provision for the costs of compensated absences which is recognized using the accrual method. Refer to detailed amount of employee benefits in Note 21.

 

s. Income Tax - Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

 

Current Tax - Current tax comprises the expected tax payable or receivable on the taxable income or loss for the period and any adjustment to tax payable or receivable in respect of previous periods.

 

The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted as of the date of the consolidated statement of financial position. Current assets and liabilities are offset only if certain criteria are met.

 

F-54
 

 

Deferred Tax - Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Deferred tax is not recognized for:

 

Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

 

Temporary differences related to investments in subsidiaries and associates to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that it will not reverse in the foreseeable future; and,

 

Taxable temporary differences arising on the initial recognition of goodwill.

 

Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available, against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.

 

Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used.

 

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

 

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if certain criteria are met.

 

3. NEW AND AMENDED IFRS ACCOUNTING STANDARDS THAT ARE EFFECTIVE FOR THE CURRENT YEAR

 

The accounting policies adopted and methods of computation followed are consistent with those of the previous financial year, except for items disclosed below.

 

There are several new and amendments to standards and interpretations which are applicable for the first time in the current year, but either not relevant or do not have an impact on the consolidated financial statements of the Group. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective, as outlined below.

 

Annual Improvements to IFRS Accounting Standards 2018-2020 Cycle - The Group has adopted the amendments included in the Annual Improvements to IFRS Accounting Standards 2018-2020 Cycle for the first time in the current year. The Annual Improvements include amendments to four standards out of which only the following was relevant to the Group.

 

IFRS 9 Financial Instruments - The amendment clarifies that in applying the “10 percent” test to assess whether to derecognize a financial liability, an entity includes only fees paid or received between the entity (the borrower) and the lender, including fees paid or received by either the entity or the lender on the other’s behalf. The adoption of this amendment did not have a material impact on the Group.

 

F-55
 

 

a.New and revised IFRS Accounting Standards in Issue but not yet Effective - At the date of authorization of these financial statements, the Group has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective:

 

I.Amendments to IFRS 10/IAS 28 - Sales or contributions of assets between an investor and its associate/joint venture

 

II.Amendments to IAS 1 - Classification of Liabilities as Current or Non-Current.

 

III.Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies.

 

IV.Amendments to IAS 8 - Definition of Accounting Estimates.

 

V.

Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities Arising from a Single Transaction.

 

VI.Amendments to IFRS 16 - Amendments to Sale and Lease-back Transactions.

 

The Administration and directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group in future periods, except as indicated below:

 

i.Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture - The amendments to IFRS 10 and IAS 28 deal with situations where there is a sale or contribution of assets between an investor and its associate or joint venture. Specifically, the amendments state that gains or losses resulting from the loss of control of a subsidiary that do not contain a business in a transaction with an associate or a joint venture that is accounted for using the equity method, are recognized in the parent’s profit or loss only to the extent of the unrelated investors’ interests in that associate or joint venture. Similarly, gains and losses resulting from the remeasurement of investments retained in any former subsidiary (that has become an associate or a joint venture that is accounted for using the equity method) to fair value are recognized in the former parent’s profit or loss only to the extent of the unrelated investors’ interests in the new associate or joint venture.

 

The effective date of the amendments has yet to be set by the IASB; however, earlier application of the amendments is permitted. The directors of the Group anticipate that the application of these amendments may have an impact on the Group’s consolidated financial statements in future periods should such transactions arise.

 

ii.Amendments to IAS 1 Presentation of Financial Statements - Classification of Liabilities as Current or Non-Current - The amendments to IAS 1, published in January 2020, affect only the presentation of liabilities as current or non-current in the statement of financial position and not the amount or timing of recognition of any asset, liability, income or expenses, or the information disclosed about those items.

 

The amendments clarify that the classification of liabilities as current and non-current is based on whether the rights are in existence at the end of the reporting period, specify that the classification is not affected by expectations about whether the entity will exercise its right to defer settlement of a liability, explains that rights exist if covenants are met at the end of the reporting period, and introduces the definition of ‘settlement’ to make it clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or other services.

 

F-56
 

 

The amendments are applied retrospectively for annual periods beginning on or after 1 January 2023, with earlier application permitted. Since approving these amendments, the IASB has issued an exposure draft proposing further changes and the deferral of the amendments until 1 January 2024.

 

The Group is monitoring the developments and is assessing the impact the amendments will have on its current accounting policies. The Group is evaluating whether it may wish to re-assess covenants in its existing loan agreements or whether existing loan agreements may require renegotiation.

 

iii.Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements - Disclosure of Accounting Policies - The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendment replaces all instances of the term “significant accounting policies” with “material accounting policy information”. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.

 

The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information are relating to material transactions, other events or conditions are material by itself.

 

The IASB has also developed guidance and examples to explain and demonstrate the application of the “four-step materiality process” described in IFRS Practice Statement 2.

 

The amendments to IAS 1 are effective for annual periods beginning on or after 1 January 2023, with earlier application permitted and are applied prospectively. The amendments to IFRS Practice Statement 2 do not contain an effective date or transition requirements.

 

The  Group is currently assessing the impact of the amendments to determine the impact they will have on the Group’s accounting policy disclosures.

 

iv.Amendments to IAS 8 Accounting Policies Changes in Accounting Estimates and Errors - Definition of Accounting Estimates - The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”.

 

The definition of a change in accounting estimates was deleted. However, the IASB retained the concept of changes in accounting estimates in the Standard with the following clarifications:

 

A change in accounting estimate that results from new information or new developments is not the correction of an error; and
   
The effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior period errors.

 

F-57
 

 

The IASB added two examples (Examples 4-5) to the Guidance on implementing IAS 8, which accompanies the Standard. The IASB has deleted one example (Example 3) as it could cause confusion in light of the amendments.

 

The amendments are effective for annual periods beginning on or after 1 January 2023 to changes in accounting policies and changes in accounting estimates that occur on or after the beginning of that period, with earlier application permitted.

 

The amendments are not expected to have a material impact on the Group.

 

v.Amendments to IAS 12 Income Taxes - Deferred Tax related to Assets and Liabilities arising from a Single Transaction - The amendments introduce a further exception from the initial recognition exemption. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences.

 

Depending on the applicable tax law, equal taxable and deductible temporary differences may arise on initial recognition of an asset and liability in a transaction that is not a business combination and affects neither accounting nor taxable profit. For example, this may arise upon recognition of a lease liability and the corresponding right-of-use asset applying IFRS 16 at the commencement date of a lease.

 

Following the amendments to IAS 12, an entity is required to recognize the related deferred tax asset and liability, with the recognition of any deferred tax asset being subject to the recoverability criteria in IAS 12.

 

The IASB also added an illustrative example to IAS 12 that explains how the amendments are applied.

 

The amendments apply to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, at the beginning of the earliest comparative period an entity recognizes:

 

A deferred tax asset (to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized) and a deferred tax liability for all deductible and taxable temporary differences associated with:

 

a)Right-of-use assets and lease liabilities.
   
b)Decommissioning, restoration and similar liabilities and the corresponding amounts recognized as part of the cost of the related asset;

 

The cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at that date.

 

The amendments are effective for annual reporting periods beginning 1 January 2023, with earlier application permitted.

 

The Group is currently assessing the tax, financial statements and disclosure impacts the amendments will have on its right of use assets and liabilities. The related impact will be disclosed when the Group completes its evaluation.

 

F-58
 

 

4. REVENUE

 

The Group’s revenue was as follows:

 DISCLOSURE OF REVENUE

   2022   2021 
   Year ended December 31, 
   2022   2021 
         
Non-lease components of rental arrangements  $3,287,013   $2,235,529 
Other   92,998    42,142 
Revenue from contracts with customers (IFRS 15)   3,380,011    2,277,671 
           
Rental income   28,603,556    23,318,402 
Total revenue  $31,983,567   $25,596,073 

 

Note 7 contains further information of the Group’s revenue based on segment and geography.

 

The Group, through its subsidiaries, has entered into various operating leases agreements with customers for the rental of its investment properties. Most of the Group’s lease agreements associated with the investment properties contain an initial lease term from 5 to 10 years and generally include renewal options for one or more additional terms of varying lengths. The Group’s weighted average lease term remaining on leases in the operating properties and properties under development, based on square feet of all leases in effect as of December 31, 2022 and 2021 was 6.3 years and 8 years, respectively.

 

These leases are based on a minimum rental payment in USD for properties located in Costa Rica and Peru, and Colombian Pesos for properties in Colombia, plus maintenance fees and recoverable expenses, and guarantee deposits associated with the agreements, which are commonly used for covering any repair, improvement tasks or as a final payment when the lease agreement ends.

 

The following table summarizes the Group’s minimum lease payments under non-cancellable operating leases as of December 31, 2022:

 SUMMARY OF MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE OPERATING LEASES

   Amount 
     
2023  $33,009,906 
2024   30,675,990 
2025   26,867,852 
2026   23,872,019 
2027   21,062,821 
Thereafter   90,229,603 
Total  $225,718,191 

 

COVID-19 Rent Relief - The COVID-19 outbreak has disrupted financial markets and the ultimate impact on global, national and local economies is uncertain. Existing and potential customers of the logistics facilities may be adversely affected by the decrease in economic activity, which in turn could temporarily disrupt their business and have a negative impact on the Group. Any prolonged economic downturn, escalation of the outbreak or disruption in the financial markets may adversely affect the Group financial condition and results of operations.

 

In response to the COVID-19 pandemic, the Group provided to some of the customers rent concessions, as a deferral of the rent payment with a rent repayment schedule within the following 12 months and with no significant impact on revenue recognition. Through December 31, 2022, the majority of these deferrals were repaid. The Group expects the remainder to be repaid during 2023.

 

F-59
 

 

5. INVESTMENT PROPERTY OPERATING EXPENSES

 

Investment property operating expenses include the direct operating expenses of the property such as repair and maintenance, property management, property taxes, utilities, and other property related costs. Property operating expenses are mostly recovered through the rental recoveries charged to the tenants. The Group does not incur significant direct property operating costs from investment properties under development that did not generate rental income during the period.

 

Rental property operating expenses were as follows:

SCHEDULE OF RENTAL PROPERTY OPERATING EXPENSES

   Year ended December 31, 
   2022   2021 
         
Repair and maintenance  $1,661,900   $1,234,863 
Property management   1,072,509    783,495 
Real estate taxes   357,457    333,613 
Expected credit loss   1,470,990    1,062,133 
Other property related expenses   844,583    673,261 
Total  $5,407,439   $4,087,365 

 

6. OTHER INCOME AND OTHER EXPENSES

 

Other income for the years ended December 31, 2022 and 2021 were as follows:

SCHEDULE OF OTHER INCOME

   2022   2021 
         
Interest income  $94,130   $87,923 
Other   5,997    63,468 
Total  $100,127   $151,391 

 

Other expenses for the years ended December 31, 2022 and 2021 were as follows:

SCHEDULE OF OTHER EXPENSES

   2022   2021 
         
Transaction-related costs  $306,059   $1,367,647 
Loss on disposition of fixed assets   30,270     
Legal provision   

274,844

     
Total  $611,173   $1,367,647 

 

7. SEGMENT REPORTING

 

The Group has three operating segments, based on geographic regions consisting of Colombia, Peru, and Costa Rica. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), the Group’s Chief Executive Officer, in deciding how to allocate resources and assess the Group’s financial and operational performance. The CODM receives information and evaluates the business from a geographic perspective and reviews the Group’s internal reporting by geography in order to assess performance and allocate resources. As a result, the Group has determined the business operates in three distinct operating segments based on geography.

 

The three geographic segments, Colombia, Peru, and Costa Rica primarily derive revenue from various operating lease agreements with customers for the rental of warehouses. Each of these locations and corresponding operations are presented and managed separately. The operating segments are each reportable segments, and aggregation of segments is not applied. Unallocated revenue consists of other revenue streams earned by operating subsidiaries that are not allocated to segments for CODM’s review. Unallocated expenses consist of certain corporate general and administrative expenses that are not allocated to segments for CODM’s review, as well as financing costs for the bridge loan held by the parent entity.

 

F-60
 

 

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. There was no inter-segment revenue for the years ended December 31, 2022 and 2021.

 

The tables below present information by segment presented to the CODM and reconciliations to the Group’s consolidated amounts.

 

The Group evaluates the performance of its reportable segments based on net operating income. Segment net operating income consists of segment investment property rental revenue less segment investment property operating expense.

SCHEDULE OF SEGMENT NET OPERATING INCOME

   2022   2021 
   Year ended December 31, 
   2022   2021 
Revenue:          
Colombia  $5,690,569   $4,714,197 
Peru   8,350,957    5,244,208 
Costa Rica   17,849,043    15,595,526 
Unallocated revenue   92,998    42,142 
Total Revenue  $31,983,567   $25,596,073 
           
Investment property operating expense:          
Colombia  $(599,084)  $(454,333)
Peru   (1,288,280)   (1,037,161)
Costa Rica   (3,520,075)   (2,595,871)
Total Investment property operating expense  $(5,407,439)  $(4,087,365)
           
Net operating income          
Colombia  $5,091,485   $4,259,864 
Peru   7,062,677    4,207,047 
Costa Rica   14,328,968    12,999,655 
Total Net operating income  $26,483,130   $21,466,566 
           
General and administrative:          
Colombia  $(897,455)  $(1,048,445)
Peru   (765,572)   (721,501)
Costa Rica   (2,421,168)   (3,017,494)
Corporate   (525,000)   (606,761)
Total General and administrative  $(4,609,195)  $(5,394,201)
           
Financing costs          
Colombia  $(6,267,603)  $(2,753,390)
Peru   (1,997,204)   (1,421,466)
Costa Rica   (3,483,685)   (5,620,317)
Corporate   (18,234)   (4,385)
Total Financing costs  $(11,766,726)  $(9,799,558)

 

The following table reconciles segment net operating income to profit before taxes for the years ended December 31, 2022 and 2021:

 SCHEDULE OF SEGMENT NET OPERATING INCOME TO PROFIT BEFORE TAXES

   2022   2021 
   Year ended December 31, 
   2022   2021 
Net operating income  $26,483,130   $21,466,566 
Unallocated revenue   92,998    42,142 
General and administrative   (4,609,195)   (5,394,201)
Investment property valuation gain   3,525,692    12,610,127 
Interest income from affiliates   561,372    424,838 
Financing costs   (11,766,726)   (9,799,558)
Net foreign currency gain (loss)   299,762    (707,570)
Loss on sale of investment properties   (398,247)    
Other income   100,127    151,391 
Other expenses   (611,173)   (1,367,647)
Profit before taxes  $13,677,740   $17,426,088 

 

F-61
 

 

Segment Assets and Liabilities

 

For the purposes of monitoring segment performance and allocating resources between segments, the CODM monitors select assets and liabilities attributable to each segment. The following table summarizes the Group’s total assets by reportable operating segment as of December 31, 2022 and 2021:

 SCHEDULE OF ASSETS BY REPORTABLE OPERATING SEGMENT

 

    2022     2021  
Segment investment properties                
Colombia   $ 107,749,342     $ 110,164,123  
Peru     105,121,058       95,235,320  
Costa Rica     236,166,233       222,876,298  
Total   $ 449,036,633     $ 428,275,741  
                 
Reconciling items:                
Cash and cash equivalents     14,988,112       17,360,353  
Due from affiliates     8,798,945        
Lease and other receivables, net     2,516,525       1,934,648  
Land inventory     2,977,147       2,977,147  
Prepaid construction costs     2,317,383       5,140,732  
Other current assets     1,708,313       2,169,363  
Tenant notes receivables - long term, net     6,796,584       3,250,848  
Due from affiliates - long term           6,137,573  
Restricted cash equivalent     3,252,897       3,929,870  
Property and equipment, net     427,719       502,744  
Deferred tax asset     239,281       686,314  
Other non-current assets     4,559,330       5,420,872  
Total assets   $ 497,618,869     $ 477,786,205  
                 
Segment long-term debt                
Colombia   $ 55,260,326     $ 47,851,960  
Peru     35,662,360       32,028,647  
Costa Rica     118,404,089       108,838,507  
Total   $ 209,326,775     $ 188,719,114  
                 
Reconciling items:                
Accounts payable and accrued expenses     8,591,922       9,113,837  
Deposits for the sale of assets     2,400,000       1,200,000  
Income tax payable     663,703       124,472  
Retainage payable     3,001,433       2,926,703  
Other current liabilities     54,983       106,778  
Deferred tax liability     37,215,884       36,659,475  
Security deposits     1,706,959       1,360,501  
Other non-current liabilities     590,740       48,553  
Total liabilities   $ 263,552,399     $ 240,259,433  

 

Geographic Area Information

 DISCLOSURE OF GEOGRAPHICAL AREAS

   2022   2021 
Long-lived assets          
Colombia  $107,807,334   $110,341,240 
Peru   105,448,377    95,563,650 
Costa Rica   236,471,570    223,139,031 
Panama       51,901 
Total Long-lived assets  $449,727,281   $429,095,822 

 

8. CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

Cash equivalents are considered by the Group to be highly liquid investments such as short-term deposits with banks, the maturity of which do not exceed 3 months at the time of deposit and which are not restricted. Such deposits bear interest at a negligible interest rate and the book value of these assets approximates their fair value. Available cash are held in bank accounts and overnight deposits.

 

The Group’s cash are predominantly denominated in USD and, in part, in COP, PEN and CRC.

 

Cash and cash equivalents was as follows as of December 31, 2022 and 2021:

 SCHEDULE OF CASH AND CASH EQUIVALENTS

(in USD)  2022   2021 
Bank accounts:          
In COP  $1,117,352   $1,737,066 
In CRC   15,287    17,460 
In PEN   237,240    403,647 
In USD   13,618,233    15,202,180 
Total  $14,988,112   $17,360,353 

 

As of December 31, 2022 and 2021, cash disclosed in the consolidated statements of financial position and in the consolidated statements of cash flows included $2,465,008 and $4,363,963, respectively, that were held in partnership entities in which the ownership is shared with other private investors. These cash deposits were designated for the sole purpose of investing in development and operations of the properties held by the partnership entities and were therefore not available for general use by other entities within the Group.

 

F-62
 

 

In addition, the Group had non-current restricted cash equivalent related to additional guarantees for the long-term debt and corporate credit cards. As disclosed in Note 16, certain debt agreements require the Group to maintain cash in a restricted bank account in order to comply with conditions over minimum debt service coverage. The funds can only be used for debt service repayments for the associated debt agreement. Certificates of deposit have maturities ranging from 3 to 12 months and renew until the outstanding balance for the associated debt agreement is liquidated. Furthermore, an International Finance Corporation (“IFC”) loan agreement requires to Group to maintain cash as collateral. The cash account held as collateral contains a cash sweep feature, which allows funds in excess of the required cash collateral balance to be invested daily in a highly liquid designated sweep program. As of December 31, 2022 and 2021, respectively, the Group’s restricted cash equivalent totaled $3,252,897 and $3,929,870. Restricted cash equivalent is classified as noncurrent on the consolidated statements of financial position as restriction placed by the underlying debt agreements exceeds 12 months.

 

Non-cash transactions

 

Changes in liabilities arising from investing and financing activities not requiring cash relate to an increase in accrued payables for investment properties for $1,247,256 and $2,891,858 in the years ended December 31, 2022 and 2021, respectively, and an increase for new lease liabilities for $376,325 and $0 in the years ended December 31, 2022 and 2021, respectively

 

9. LEASE AND OTHER RECEIVABLES, NET

 

As of December 31, 2022, and 2021, lease and other receivables, net were as follows:

 SCHEDULE OF LEASE AND OTHER RECEIVABLES, NET

      2022   2021 
            
(a)  Lease receivables, net  $1,644,555   $1,405,938 
(b)  Tenant notes receivables - short term, net   751,908    450,004 
   Others   120,062    78,706 
   Sub-total   2,516,525    1,934,648 
   Tenant notes receivable - long term, net   6,796,584    3,250,848 
   Lease and other receivables, net  $9,313,109   $5,185,496 

 

(a)Lease Receivables - The average credit period on rents is 30 days. No interest is charged on outstanding lease receivables.

 

The Group always measures the expected credit loss for lease receivables, net of cash security deposits, at an amount equal to lifetime ECL. The expected credit losses on lease receivables are estimated using a provision matrix by reference to past default experience of the debtor, default trend report from third-party reputable credit rating agency (i.e., Moody’s), and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

 

To measure the expected credit losses, lease receivables have been grouped based on shared credit risk characteristics and the days past due. The Group adopts a two-part reserve method: 1) with a specific reserve at 100% against all lease receivables from tenant who has shown indicators of severe financial difficulty, such as consecutive months of rent non-payment, or if the tenant is undergoing liquidation or bankruptcy proceedings. 2) with a general reserve recognizing expected credit loss allowance of 100% against all lease receivables over 90 days outstanding and percentage reflecting Moody’s average one-year default rate for all companies against lease receivables that are less than 90 days outstanding, net of cash security deposits. The lifetime ECL is calculated as gross carrying amount net of security deposit and multiply by loss rate described above. None of the lease receivables that have been written off is subject to enforcement activities.

 

F-63
 

 

The gross carrying amount and loss allowance provision for lease receivables was as follows:

 SCHEDULE OF GROSS CARRYING AMOUNT AND LOSS ALLOWANCE PROVISION

   2022   2021 
Gross carrying amount  $4,290,892   $2,700,587 
Loss allowance provision   (2,646,337)   (1,294,649)
Lease receivables, net  $1,644,555   $1,405,938 

 

(b)Tenant Notes Receivables - The Group finances some of its specific tenant improvements that customers request. As of December 31, 2022, loans outstanding to tenants bear weighted average annual interest rate of 10.7% and had a weighted average remaining loan term of 8.1 years.

 

As of December 31, 2021, loans outstanding to tenants bears a weighted average annual interest rate of 11.7% and have a weighted average remaining loan term of 7.3 years.

 

The Group always measures the expected credit loss allowance for tenant notes receivables at an amount equal to 12-month ECL. The expected 12-month ECL on tenant notes receivables are estimated using the probability of default approach, which is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward looking information. As for the exposure at default, for financial assets, this is represented by the gross carrying amount at the reporting date. None of the tenant notes have exhibited a significant increase in credit risk.

 

The gross carrying amount and loss allowance provision for tenant notes receivables was as follows:

 SCHEDULE OF GROSS CARRYING AMOUNT AND LOSS ALLOWANCE PROVISION FOR TENANT

   2022   2021 
Gross carrying amount - short term  $764,523   $457,554 
Loss allowance provision - short term   (12,615)   (7,550)
Tenant notes receivables - short term, net  $751,908   $450,004 
Gross carrying amount - long term   6,910,609    3,305,387 
Loss allowance provision - long term   (114,025)   (54,539)
Tenant notes receivables - long term, net  $6,796,584   $3,250,848 

 

The expected credit loss allowance provision for lease receivables and tenant notes receivables as of December 31, 2022 and 2021 reconciled to the opening loss allowance for that provision as follows:

 SCHEDULE OF CREDIT LOSS ALLOWANCE PROVISION

   2022 
   Lease Receivables   Tenants Notes Receivables   Total 
             
Beginning balance  $1,294,649   $62,089   $1,356,738 
Increase in loan loss allowance recognized in profit or loss during the year   1,406,439    64,551    1,470,990 
Receivables written-off during the year as uncollectible   (54,751)       (54,751)
Ending balance  $2,646,337   $126,640   $2,772,977 

 

   2021 
   Lease Receivables   Tenants Notes Receivables   Total 
             
Beginning balance  $243,245   $51,360   $294,605 
Increase in loan loss allowance recognized in profit or loss during the year   1,051,404    10,729    1,062,133 
Receivables written-off during the year as uncollectible            
Ending balance  $1,294,649   $62,089   $1,356,738 

 

F-64
 

 

10. OTHER CURRENT ASSETS

 

The details of other current assets as of December 31, 2022 and December 31, 2021 were as follows:

 

   2022   2021 
         
Prepaid taxes  $816,138   $970,479 
Other   892,175    1,198,884 
Total  $1,708,313   $2,169,363 

 

11. PROPERTY AND EQUIPMENT, NET

 

Property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. As of December 31, 2022, and 2021, the Group’s property and equipment, net were as follows:

 

   Vehicles   Furniture and Office Equipment   Computer Equipment   Leasehold Improvements   Total 
                     
Gross assets:                         
Balance as of January 1, 2021  $16,022   $347,036   $116,186   $398,821   $878,065 
Additions       17,743    79,944        97,687 
Retirements       (1,357)   (1,072)       (2,429)
Foreign currency translation effect       (8,985)   (2,640)   (22,943)   (34,568)
Balance as of December 31, 2021   16,022    354,437    192,418    375,878    938,755 
Additions   4,103    20,734    38,122    25,528    88,487 
Retirements       (4,174)   (1,366)   (152,390)   (157,930)
Foreign currency translation effect       (10,030)   (3,286)   6,909    (6,407)
Balance as of December 31, 2022   20,125    360,967    225,888    255,925    862,905 
Accumulated depreciation:                         
Balance as of January 1, 2021   4,221    80,686    58,081    173,149    316,137 
Additions   2,149    50,011    31,085    56,651    139,896 
Retirements       (500)   (1,005)       (1,505)
Foreign currency translation effect       (1,981)   (955)   (15,581)   (18,517)
Balance as of December 31, 2021   6,370    128,216    87,206    214,219    436,011 
Additions   2,458    50,955    31,454    39,420    124,287 
Retirements       (2,217)   (524)   (123,475)   (126,216)
Foreign currency translation effect       (4,255)   (1,861)   7,220    1,104 
Balance as of December 31, 2022  $8,828   $172,699   $116,275   $137,384   $435,186 
Net book value as of December 31, 2021  $9,652   $226,221   $105,212   $161,659   $502,744 
Net book value as of December 31, 2022  $11,297   $188,268   $109,613   $118,541   $427,719 
Net book value  $11,297   $188,268   $109,613   $118,541   $427,719 

 

The Group recorded losses of $30,269 and $925 in other expenses in the consolidated statements of profit or loss and other comprehensive loss, related to the disposal of property and equipment for the years ended December 31, 2022 and 2021, respectively.

 

Depreciation expense for the years ended December 31, 2022 and 2021 was $124,287 and $139,896, respectively, recognized in General and administrative expense on the consolidated statements of profit or loss and comprehensive loss.

 

F-65
 

 

12. INVESTMENT PROPERTIES

 

The Group’s investment properties are located in Colombia, Peru and Costa Rica and they are classified as Level 3 in the IFRS fair value hierarchy. The values, determined, by the external appraisers, are recognized as the fair value of the Group’s investment property at the end of each reporting period. Gains of losses arising from changes in the fair values are included in the consolidated statements of profit or loss and other comprehensive loss in the period in which they arise. For the years ended December 31, 2022 and 2021, the Group recorded a gain of $3,525,692 and $12,610,127, respectively.

 

As of December 31, 2022, and 2021 all investment properties are guaranteeing the Group´s debt.

 

As of December 31, 2022, and 2021, the fair market value (“FMV”) of investment properties were as follows:

 

SCHEDULE OF FAIR MARKET VALUE OF INVESTMENT PROPERTIES 

   FMV as of   FMV as of 
   December 31, 2022   December 31, 2021 
         
Land bank:          
Colombia  $16,394,722   $19,266,423 
Peru   7,190,000    11,750,000 
Costa Rica   6,155,000    15,600,000 
Total Land Bank   29,739,722    46,616,423 
Properties under development:          
Properties under right-of-use          
Peru   614,523     
Sub-total   614,523     
Owned properties          
Colombia   20,708,910    35,224,731 
Peru   9,793,481    7,330,000 
Costa Rica   35,715,220    26,360,000 
Sub-total   66,217,611    68,914,731 
Total properties under development   66,832,134    68,914,731 
Operating Properties          
Owned properties          
Colombia   70,645,712    55,672,969 
Peru   87,523,052    76,155,320 
Costa Rica   194,296,013    180,916,298 
Sub-total   352,464,777    312,744,587 
Total operating properties   352,464,777    312,744,587 
Total operating properties and properties under development   419,296,911    381,659,318 
Total  $449,036,633    428,275,741 

 

There were no transfers between Levels 1, 2 or 3 during the years ended December 31, 2022 and 2021.

 

The Group uses an external appraiser in order to determine the fair value for all of its investment properties. The independent appraiser holds a recognized and relevant professional qualification and has recent experience of the location and category of the investment property being valued. The valuation model is in accordance with the guidance recommended by the International Valuation Standards Committee. These valuation models are consistent with the principles in IFRS 13.

 

F-66
 

 

Disclosed below is the valuation technique used to measure the fair value of investment properties, along with the significant unobservable inputs used.

 

Valuation Techniques - This fair value measurement is considered Level 3 of the fair value hierarchy, except where otherwise noted below.

 

Operating Properties - The valuation model considers a combination of the present value of net cash flows to be generated by the property, the direct capitalization of the net operating income, and the replacement cost to construct a similar property.

 

i.The present value of net cash flows generated by the property takes into account the expected rental growth rate, vacancy periods, occupancy rate, lease incentive costs such as rent-free periods and other costs not paid by tenants. The expected net cash flows are discounted using risk adjusted discount rates. Among other factors, the discount rate estimation considers the quality of a building and its location, tenant credit quality and lease terms.
ii.The direct capitalization method. This method involves capitalizing a fully leased net operating income estimate by an appropriate yield. This approach is best utilized with stabilized assets, where there is little volatility in the net income and the growth prospects are also stable. It is most commonly used with single tenant investments or stabilized investments. involves capitalizing the property net operating income at a market capitalization rate. The net operating income is determined by using the property Effective Gross Income (EGI) net of operating expenses. The EGI is determined by the property’s Potential Gross Income (PGI) through analysis of the property actual historic income and an analysis of competitive current market income rates and deducting the PGI with an estimate for vacancy and collection.
 iii.The cost approach. The cost approach involves the estimation of the replacement cost of the building and site improvements that a prudent and rational person would pay no more for a property than the cost to construct a similar and competitive property - assuming no undue delay in the process.

 

Properties Under Development - The valuation model considers the present value of net cash flows, direct capitalization, and the cost approaches adjusted by the net present value of the cost to complete and vacancy in the properties under construction.
   
Land Bank - The valuation model used for the land portfolio is a combination of sales comparison approach (or market approach), cost approach, residual land value approach and the discounted cash flow method. For undeveloped land, the market approach is used. For land that is under development, the market approach is used in conjunction with the cost approach and residual land value approach, and the discounted cash flow approach, to determine the fair value of the finished lots.

 

i.The sales comparison approach. This approach compares sales or listing of similar properties with the subject property using the price per square feet (Level 2 input). This approach is given supporting weight in this analysis because of the well-supported range of value within this approach and the likelihood that the subject could be purchased by an owner-user.
ii.The cost approach. This approach is based on the principle of substitution that a prudent and rational person would pay not more than the cost to construct a similar property. This approach generally considers estimated replacement cost of the land and the site improvements (e.g., infrastructure) and estimated depreciation accrued to the improvements (Level 2 input).
iii.The residual land value approach. This approach involves residual amount after deducting all known or anticipated costs required to complete the development from the anticipated value of the project when completed after consideration of the risks associated with the completion of the project (Level 2 input).

 

F-67
 

 

Significant Inputs as of December 31, 2022 and 2021

 

Property   Fair value hierarchy   Valuation techniques   Significant unobservable inputs   Value   Relationship of unobservable inputs to fair value
Operating Properties   Level 3   Discounted cash flows   Occupancy rate  

2022: 98.1%,

2021: 97.2%

  The higher the occupancy rate, the higher the fair value.
  Risk adjusted discount rate  

2022: 10.5%,

2021: 10.3%

  The higher the risk adjusted discount rate, the lower the fair value.
Direct capitalization method   Risk adjusted residual capitalization rate  

2022: 7.8%,

2021: 7.6%

  The higher the risk adjusted residual rate, the lower the fair value.
  Going in stabilized capitalization rate  

2022: 7.5%,

2021: 7.6%

  The higher the stabilized capitalization rate, the lower the fair value
Properties Under Development   Level 3   Discounted cash flows   Occupancy rate  

2022: 97.8%,

2021: 98.2%

  The higher the occupancy rate, the higher the fair value.
  Risk adjusted discount rate  

2022: 10.4%,

2021: 10.4%

  The higher the risk adjusted discount rate, the lower the fair value.
Direct capitalization method   Risk adjusted residual capitalization rate  

2022: 7.8%,

2021: 7.2%

  The higher the risk adjusted residual rate, the lower the fair value.
  Going in stabilized capitalization rate  

2022: 7.8%,

2021: 7.3%

  The higher the stabilized capitalization rate, the lower the fair value
Land Bank   Level 3   Discounted cash flows   Direct capitalization rate  

2022: 7.75%,

2021: 8.00%

  The higher the stabilized capitalization rate, the lower the fair value
  Risk adjusted discount rate  

2022: 11.25%,

2021: 10.00%

  The higher the risk adjusted discount rate, the lower the fair value.

 

Fair value sensitivity:

 

The following table presents a sensitivity analysis to the impact of 10 basis points (“bps”) increase of the discount rates and exit cap rate and the aggregated impact of these two on fair values of the investment properties - land and buildings representing leased land and buildings valued using the discounted cash flows and direct capitalization method as of December 31, 2022 and 2021:

 

SCHEDULE OF FAIR VALUE SENSITIVITY OF INVESTMENT PROPERTIES

   2022 
   Impact of+10 bps on
exit cap rate
   Impact of+10 bps on
discount rate
   Impact of+10 bps on
exit cap rate and discount rate
 
Building and land (decrease)  $(2,697,642  $(2,905,108)  $(5,565,415)

 

                
   2021 
   Impact of+10 bps on
exit cap rate
   Impact of+10 bps on
discount rate
   Impact of+10 bps on
exit cap rate and discount rate
 
Building and land (decrease)  $(2,442,228)  $(2,627,469)  $(5,129,527)

 

F-68
 

 

The reconciliation of investment properties for the year ended December 31, 2022 and 2021, were as follows:

 

SCHEDULE OF RECONCILIATION OF INVESTMENT PROPERTIES 

   2022   2021 
         
Balance at beginning of year  $428,275,741   $364,307,039 
Investments properties, balance  $428,275,741   $364,307,039 
Additions   47,774,104    70,082,968 
Foreign currency translation effect   (21,265,904)   (16,361,576)
Disposal of investment property(1)   (9,273,000)    
Transfer to asset held for sale       (2,362,817)
Gain on revaluation of investment property   3,525,692    12,610,127 
Balance at end of year  $449,036,633   $428,275,741 
Investments properties, balance  $449,036,633   $428,275,741 

 

(1)During 2022, The Group sold two of its investments Properties with a carrying amount of $4,900,000 and $4,373,000 corresponding to the companies Latam Logistic Propco Bodegas San Joaquin S de R.L. and Latam Logistic Propco Lagunilla I S de R.L., respectively.

 

Investment Properties Acquisitions — There were no acquisition activities during the year ended December 31, 2022. During the year ended December 31, 2021, the Group acquired two operating investment properties for a total purchase price of $14,710,000 and one trailer parking of $4,050,000. The closing costs incurred related to these acquisitions were $355,322, which were capitalized as part of investment properties as the Group considered these transactions as asset acquisitions.

 

Investment Properties Dispositions — The Group disposed two operating properties and received net proceeds of $8,874,753 during the year ended December 31, 2022. The Group recorded $398,247 loss on sale of investment properties. There were no disposition activities during the year ended December 31, 2021.

 

13. ASSET HELD FOR SALE

 

During the year ended December 31, 2021, the Group engaged in an active sale negotiation for the sale of certain land lot with a third-party buyer. The land lot held for sale is part of a land lot that is owned by LatAm Parque Logistico San José - Verbena partnership, within the Costa Rica segment.

 

On May 21, 2021, the Group signed on behalf of LatAm Parque Logistico San José - Verbena partnership, the purchase and sale agreement for the sale of the fully serviced land parcel for $4,000,000. In accordance with the purchase and sale agreement, the sale will be paid in three installments based on the following schedule:

 

 SCHEDULE OF ASSET HELD FOR SALE PAID IN INSTALLMENTS

   Amount    
        
1st Installment Payment  $1,200,000   Upon the signing of the Purchase and Sale Agreement.
2nd Installment Payment   1,200,000   Upon conclusion of land infrastructure work.
3rd Installment Payment   1,600,000   Upon title transfer of the property to the buyer.
   $4,000,000    

 

On May 24, 2021, the Group, through LatAm Parque Logistico San José - Verbena partnership, received the first installment payment of $1,200,000 from the buyer. The Group received the second installment of $1,200,000 on January 27, 2022 upon the conclusion of the land infrastructure work. Although the Group initially anticipated the sale to be completed within one year from the agreement execution date, unforeseen administrative delays related to title transfer arose, thereby extending the expected sale duration beyond one year. These delays were triggered by events or circumstances beyond the Group’s control. The sale subsequently closed in the second quarter of 2023 upon the transfer of the property title and the receipt of the third installment payment.

 

As of December 31, 2022, and 2021, the land lot and its respective infrastructure work is presented as an asset held for sale within the consolidated statements of financial position, with a value of $2,977,147 representing the carrying value of the asset. The Group classified the asset held for sale as part of current assets as of December 31, 2022 and 2021, since the held for sale asset was available for immediate sale in its present condition and the Group expected to complete the sale within one year from the date of classification.

 

SCHEDULE OF ASSET HELD FOR SALE 

   2022   2021 
Beginning balance  $2,977,147   $2,362,817 
Asset held for sale, balance  $2,977,147   $2,362,817 
Construction       614,330 
Ending balance  $2,977,147   $2,977,147 
Asset held for sale, balance  $2,977,147   $2,977,147 

 

F-69
 

 

14. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses as of December 31, 2022 and 2021 were as follows:

 

 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

           
   2022   2021 
         
Trade payables  $1,875,979   $3,660,960 
Accrued interest   2,650,535    1,473,286 
Development cost   2,411,190    1,093,304 
Employee benefits and related obligations   307,673    1,846,277 
Other accrued expenses   1,346,545    1,040,010 
Total  $8,591,922   $9,113,837 

 

Trade payables are non-interest bearing and are normally settled on 30-day terms.

 

15. LEASES

 

Group as a lessor

 

The Group enters into leases on its property portfolio. Refer to Note 2 for further information.

 

Group as a lessee

 

The Group leases its office spaces from third parties. The remaining weighted average lease term was 3.3 and 1.6 years as of December 31, 2022 and 2021, respectively.

 

The following table summarizes the fixed, future minimum rental payments, excluding variable costs, for which the leases have commenced by December 31, 2022 with amounts discounted at lease commencement by our incremental borrowing rates to calculate the lease liabilities of our leases:

 

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS 

      
  

As of

December 31, 2022

 
2023  $62,722 
2024   34,761 
2025   30,338 
2026   31,855 
Total undiscounted rental payments  $159,676 
Less: imputed interest   (16,796)
Total lease liability  $142,880 

 

The remaining weighted average lease term was 3.3 and 1.6 years as of December 31, 2022 and 2021, respectively.

 

The Group does not include renewal options in the lease term for calculating the lease liability unless the Group is reasonably certain that will exercise the option, or the lessor has the sole ability to exercise the option. The weighted average discount rate was 7.1% and 7.3% as of December 31, 2022 and 2021, respectively. The Group recorded an interest expense on lease liabilities of $13,400 and $15,292 for the years ended December 31, 2022 and 2021, respectively.

 

F-70
 

 

The Group had total cash outflows for leases of $163,072 and $99,380 for the years ended December 31, 2022 and 2021, respectively. The Group also had non-cash additions to right of use assets amounting to $148,326 and $0 in the years ended December 31, 2022 and 2021, respectively, that were financed by new leases.

 

The Group did not have short-term lease expenses or leases of low value assets during the years ended December 31, 2022 and 2021.

 

Offices Right-of-Use Assets - Offices right-of-use assets are amortized using the straight-line method over the term of the operating lease.

 

Original lease terms and remaining lease terms of the corporate offices operating leases were as follows:

 

 SCHEDULE OF ORIGINAL LEASE TERMS AND REMAINING LEASE TERMS

Office Location  Original
Lease Term
   Remaining Term as of December 31, 2022 
           
Costa Rica        
Peru   6.9 years     1.2 years  
Colombia   4.8 years     4.1 years  
Weighted average   6.1 years     3.3 years  

 

As of December 31, 2022 and 2021, the Group’s right-of-use assets, included in other non-current assets, were as follows:

 

SCHEDULE OF RIGHT OF USE ASSETS 

   Total 
     
Gross assets:     
Balance as of January 1, 2021  $470,480 
Foreign currency translation effect   (18,020)
Balance as of December 31, 2021  $452,460 
Gross assets, balance  $452,460 
Additions   148,326 
Retirements   (112,740)
Foreign currency translation effect   (30,321)
Balance as of December 31, 2022  $457,725 
Gross assets, balance  $457,725 
Accumulated depreciation:     
Balance as of January 1, 2021  $233,139 
Additions to accumulated depreciation   96,662 
Foreign currency translation effect   (12,464)
Balance as of December 31, 2021  $317,337 
Accumulated depreciation, balance   $317,337 
Additions to accumulated depreciation   104,198 
Retirements   (111,688)
Foreign currency translation effect   17,476 
Balance as of December 31, 2022  $327,323 
Accumulated depreciation, balance   $327,323 
Net book value as of December 31, 2021  $135,123 
Net book value as of December 31, 2022  $130,402 
Net book value  $130,402 

 

During the years ended December 31,2022 and 2021, the Group recorded right-of-use amortization expense related to office space of $104,198 and $96,662, respectively, in the consolidated statements of profit or loss and other comprehensive loss under “General and administrative” expenses.

 

F-71
 

 

16. DEBT

 

As of December 31, 2022, and 2021 debt of the Group was as follows (all loans are USD denominated, except loans in Colombia are COP denominated):

 DISCLOSURE OF DETAILED INFORMATION ABOUT DEBT

Financial Institution  Type  Expiration 

Annual

Interest

Rate

  Restricted Cash at December 31, 2021  

Restricted

Cash at

December 31,

2022

  

Remaining

Borrowing

Capacity at

December 31, 2022

  

Amount

Outstanding at

December 31,

2022

  

Amount

Outstanding at

December 31,

2021

 
                              
Costa Rica (USD denominated)                                  
Banco Davivienda
Costa Rica, S.A.
  Mortgage Loan  Jul 3, 2034  3Mo Secured Overnight Financing Rate (“SOFR”) +
435 bps,
no min. rate
  $874,210   $874,210       $30,411,676   $32,127,488 
Banco Davivienda
Costa Rica, S.A.
  Mortgage Loan  Jul 3, 2034  3Mo SOFR +
435 bps,
no min. rate
   

309,814

    309,814        11,355,244    11,734,201 
Banco Davivienda
Costa Rica, S.A.
  Mortgage Loan  Sep 8, 2034  3Mo SOFR +
435 bps,
no min. rate
   

142,244

    142,244        4,856,716    5,123,509 
Banco Davivienda
Costa Rica, S.A.
  Mortgage Loan  Mar 9, 2034  3Mo SOFR +
442 bps,
no min. rate
   

339,900

    339,900        10,731,686    11,359,040 
Banco Davivienda
Costa Rica, S.A.
  Mortgage Loan  Mar 1, 2034  3Mo SOFR +
435 bps,
no min. rate
   

320,940

    320,940        3,865,901    4,093,075 
BAC Credomatic, S.A.  Mortgage Loan  Sep 18, 2034  3Mo SOFR +
432 bps,
no min. rate
   

            2,218,382    2,343,808 
BAC Credomatic, S.A.  Mortgage Loan  Jun 26, 2034  3Mo SOFR +
440 bps,
no min. rate
   

            3,034,137    3,211,931 
BAC Credomatic, S.A.  Mortgage Loan  Jun 24, 2032  US Prime Rate +
110 bps,
no min. rate
   

       $21,740    972,476     
BAC Credomatic, S.A.  Mortgage Loan  Mar 4, 2036  3Mo SOFR +
439 bps,
no min. rate
   

            6,562,983    6,882,426 
BAC Credomatic, S.A.  Mortgage Loan  Mar 4, 2036  3Mo London Interbank Offered Rate (“LIBOR”) +
423 bps,
min 5.0%
   

70,785

                2,890,861 
BAC Credomatic, S.A.  Mortgage Loan  Jul 1,
2036
  3Mo SOFR +
378 bps,
no min. rate
   

        10,502,101    34,997,899    15,761,699 
Banco Promerica de
Costa Rica, S.A.
  Mortgage Loan  Aug 18, 2036  Prime Rate +
475 bps,
no min. rate
   

7

    2        6,697,365    6,922,696 
Banco Nacional de
Costa Rica, S.A.
  Mortgage Loan  Jan 26, 2035 

0-2 years: 6.5%, Thereafter:

290 bps + US Prime Rate,
no min. rate

                  7,583,783    7,834,788 
Total Costa Rica Loans            

2,057,900

    1,987,110    10,523,841    123,288,248    110,285,522 
                                   
Peru (USD denominated)                                  
International Finance
Corporation Tranche 1
  Mortgage Loan  Jul 15,
2028
  6Mo LIBOR +
425 bps,
no min. rate
   

1,800,000

            21,671,047    23,751,917 
International Finance
Corporation Tranche 2
  Mortgage Loan  Jul 15,
2030
  6Mo LIBOR +
525 bps
no min. rate
   

    1,205,162    10,292,677    15,009,719    9,200,000 
Total Peru Loans            

1,800,000

    1,205,162    10,292,677    36,680,766    32,951,917 
                                   
Colombia (COP denominated)                                  
Bancolombia, S.A.  Mortgage Loan  Jan 1, 2036  Bank Reference Index (“Colombia IBR”)+
350 bps
no min. rate
  $

16,345

               $7,728,092 
Bancolombia, S.A.  Mortgage Loan  Jan 1, 2036  Colombia IBR+
350 bps
no min. rate
   

                6,792,844 
Bancolombia, S.A.  Mortgage Loan  Jan 1, 2036  Colombia IBR+
327 bps
no min. rate
   

           $18,688,521     
Bancolombia, S.A.  Mortgage Loan  May 31, 2036  Colombia IBR+
365 bps
no min. rate
   

            15,145,128    11,126,396 
ITAÚ Corpbanca
Colombia, S.A.
   Mortgage Loan  Jul 6, 2033  Colombia IBR +
447 bps
no min. rate
   

            7,047,004    8,791,408 
Total Colombia Loans            

16,345

            40,880,653    34,438,740 
                                   
Panama (USD dominated)                                  
Banco BTG Pactual S.A. —
Cayman Branch
  Secured Bridge Loan  Mar 17,
2023
  SOFR +
600 bps,
no min rate
   

            15,000,000    15,000,000 
                                   
Total Panama Loans            

            15,000,000    15,000,000 
                                   
Total           $

3,874,245

   $3,192,272   $20,816,518   $215,849,667   $192,676,179 
                                   
Long term debt accrued financing costs                          $2,823,170   $1,701,408 
Deferred financing costs, net                           (9,346,062)   (5,658,473)
Total debt                          $209,326,775   $188,719,114 
                                   
Less: Current portion of long-term debt                           (23,576,982)   (23,547,197)
Less: Reclassified to short term due to debt waiver on Banco Davivienda Alajuela I SRL and Bancolombia & ITAÚ loans                           (87,366,478)    
Total Long-term debt                          $98,383,315   $165,171,917 

 

F-72
 

 

(1)Debt Modification and Extinguishment - On January 6, 2022, the Group negotiated a new interest rate on the Davivienda de Cosa Rica loans 3-month LIBOR plus 475 basis points and eliminated the interest rate floor, all the other terms and conditions of the loans with Davivienda de Costa Rica remained the same. A gain of $4,077,399 was recognized as part of modification of this debt facility and is included in financing costs in the consolidated statements of profit or loss.

 

On January 19, 2022, the Group increased by COP$34,000 million ($8,429,675 per the transaction date exchange rate, same applies to hereafter) its existing financing facilities denominated in COP with Bancolombia from COP$57,810 million ($14,332,969) to COP$91,810 million ($22,762,644). The financing has a fourteen-year term with a balloon of COP$42,866 million ($11,436,567) at expiration. Pricing is Colombian IBR plus 327 basis points. A loss of $653,847 was recognized as part of modification of the debt facility and is included in financing costs in the consolidated statements of profit or loss.

 

On March 14, 2022, the Group negotiated a new interest rate on the IFC Tranche 1, reducing the spread by 100 basis points, to 425 basis points. All the other terms and conditions of the loan with IFC remained the same. A gain of $351,503 was recognized as part of modification of this debt facility and is included in financing costs in the consolidated statements of profit or loss.

 

On February 16, 2022, the Group repaid one of the loans with BAC Credomatic due to the sale of the underlying property. The loan outstanding balance at the time of the sale was $2,868,155 and the Group recognized a loss of $586 due to the extinguishment of the debt facility and is included in financing costs in the consolidated statements of profit or loss.

 

(2)New Mortgage Debt –  On January 6, 2021, the Group entered into a COP denominated secured construction loan facility with ITAÚ for a total borrowing capacity of COP$35,000 million ($8,791,408). Proceed were used for the financing of the construction of building 500 in Latam Logistic Park Calle 80 in Bogota, Colombia. The loan expires on July 6, 2033. The loan bears an annual interest rate of Colombian IBR plus 447 basis points and has a commitment fee of 0.50% annual over unborrowed amount. The loan is interest only until April 20, 2022. As of December, 31, 2022, the debt facility has been fully disbursed.

 

On January 22, 2021, the Group entered into a COP denominated mortgage loan of COP$44,500 million ($11,177,647) with Bancolombia for the financing of the construction of building 300 in Latam Logistic Park Calle 80 in Bogota, Colombia. As of December 31, 2021, the loan was fully disbursed. The loan bears an interest rate of Colombian IBR plus 365 basis points, commitment fees of 0.1% per month over unborrowed amount and has a 15-years with a balloon payment of 40% at expiration (COP$17,800 million/$4,641,848). Principal payments and amortization started in November 2021.

 

In March 2021, the Group entered into two U.S. dollar denominated mortgage loan facilities with BAC Credomatic, S.A. for an aggregate amount of $9,987,000 for the financing of the acquisition of two operating buildings in San José, Costa Rica. The loans have a fifteen-year term. The loans bear an annual interest rate of 3-month LIBOR plus 423 basis point with a minimum interest rate of 5%. 

 

On July 7, 2021, the Group entered into a U.S. dollar denominated mortgage loan facility of up to $45,500,000 with Banco BAC San José, S.A. on behalf of LatAm Parque Logístico San José – Verbena partnership. The loan can be drawn in multiple disbursements up to approximately 60% of the total investment of the project. Proceeds will be used to finance the construction of LatAm Parque Logístico San José – Verbena, a five-building class-A master-planned logistic park in the Alajuelita submarket in San José, Costa Rica. The mortgage loan has a term of 10 years with a 15-year amortization profile. Pricing is 3 month-LIBOR plus 423 basis points. In October 2022, the pricing or the debt facility changed to 3 month-SOFR plus 378 basis points. The debt facility has an amortization grace period of 30 months and does not accrue any commitment fees.

 

On August 16, 2021, the Group entered into a U.S. dollar denominated mortgage loan of $7,000,000 with Banco Promerica de Costa Rica, S.A. for the purchase of a logistic facility located in the Coyol submarket in San José, Costa Rica. The loans have a fifteen-year with a balloon payment of $2,415,120 at expiration. Pricing is Prime Rate plus 475 basis points.

 

On January 31, 2022, the Group entered into a U.S. dollar denominated mortgage loan of $2,385,000 with Banco Davivienda de Costa Rica for the acquisition of a container parking lot. The loan has a fifteen-year term with fully amortization at expiration. The loans bear an annual interest rate of US Prime Rate plus 175 basis points. This loan was repaid on October 31, 2022 with the sale of the investment property.

 

As of December 31, 2022, the Group has borrowed $978,260 of a U.S. dollar denominated mortgage loan facility of up to $1,000,000 with Banco BAC San José, S.A. for the financing of the renovations in LatAm Bodegas San Joaquin. The loan expires on June 24, 2032, and fully amortized at expiration. The loans bear an annual interest rate of US Prime Rate plus 110 basis point with a no minimum interest.

 

F-73
 

 

(3)IFC – The IFC secured credit facility includes full development of Latam Logistic Lima Sur through a two tranche facility. Latam Logistic Lima Sur is a total of six buildings development divided in two phases. The loan has an aggregate borrowing capacity of $53,000,000 and is divided in two tranches corresponding to each development phase.

 

Tranche 1 – The loan is for the financing of the development of phase 1. The loan has a total borrowing capacity of $27,100,000 and is interest only until January 15, 2020 with a balloon payment of $6,865,611 at expiration on July 15, 2028. According to the amendment letter signed on March 14, 2022, effective July 15, 2022, the spread over 6-month LIBOR in the Tranche 1 was reduced 100 basis points to 425 basis points. As of December 31, 2022 and 2021, the Group had disbursed all the tranche.
   
Tranche 2 – The loan is for the financing of the development of phase 2. The loan has a total borrowing capacity of $25,900,000 and is interest only until January 15, 2022 with a balloon payment of $6,475,000 at expiration on July 15, 2030. As of December 31, 2022 the Group had disbursed $15,607,323 of the second tranche.

 

The loan bears a commitment fee over unborrowed amounts until December 15, 2022 as follows:

 

June 16, 2019 – December 31, 2019 – 0.50% over unborrowed amount.
January 1, 2020 – June 30, 2021 - 1.00% over unborrowed amount.
July 1, 2021 – January 15, 2022 - 1.50% over unborrowed amount.

 

As per the loan agreement, the Group has to maintain a cash collateral account as a guarantee of the principal during the construction and leasing period. As of December 31, 2022 and 2021, the Group had a restricted cash equivalent of $1,205,162 and $1,800,000, respectively, in the cash collateral account.

 

(4)Secured Bridge Loan – On May 21, 2021, the group entered into a loan U.S Denominated secured bridge loan agreement of $15.0 million with BTG Pactual, S.A – Cayman Branch. The proceeds of the loan were used to fund the continued growth of LatAm Logistics Properties. As per the initial conditions, the credit facility was scheduled to mature on June 17, 2022, with a fixed annual interest rate of 5.85%. In June 2022, the Group extended the denominated secured bridge loan to March 17, 2023, including a substitution of the fixed interest rate to a variable interest rate consisting of SOFR annual average plus 600 basis points. The agreement restricts Latam Logistic Properties S.R.L from changing its ownership. This excludes the event of an IPO if Jaguar Growth Partners LLC remains as the final beneficiary of the debtor.
  
(5)LIBOR Rate – The Group has modified all of it Costa Rican loans from LIBOR rate to SOFR by December 31, 2022. In July 2023, it has also modified the rate for IFC loans from 6-month LIBOR to 6-month SOFR.

 

Restricted Cash – The Group had non-current restricted cash equivalent related to additional guarantees for the long-term debt and corporate credit cards. Certain debt agreements require the Group to maintain cash in a restricted bank account in order to comply with conditions over minimum debt service coverage. The funds can only be used for debt service repayments for the associated debt agreement. Certificates of deposit have maturities ranging from 3 to 12 months and renew until the outstanding balance for the associated debt agreement is liquidated. Furthermore, an IFC loan agreement requires the Group to maintain cash as collateral. The cash account held as collateral contains a cash sweep feature, which allows funds in excess of the required cash collateral balance to be invested daily in a highly liquid designated sweep program. As of December 31, 2022 and 2021, the Group maintains a deposit certificate in Latam Logistic CR Opco, S.R.L. and LatAm CR Zona Franca SRL for the sum of $60,625 that is given as guarantee to Banco Davivienda. To guarantee the remnants of corporate credit cards. Details of the restricted cash equivalent are given in Note 8.

 

F-74
 

 

Long-Term Debt Maturities – Scheduled principal and interest payments due on the Group’s debt as of December 31, 2022, are as follows:

 

 SCHEDULE OF LONG-TERM DEBT MATURITIES

   Mortgage Loan   Secured Bridge Loan   Total 
Maturity:               
2023  $96,462,044   $15,000,000   $111,462,044 
2024   6,464,899        6,464,899 
2025   7,132,768        7,132,768 
2026   7,705,690        7,705,690 
2027   8,329,634        8,329,634 
Thereafter   74,754,632        74,754,632 
Accrued and deferred financing cost, net             (6,522,892)
Total  $200,849,667   $15,000,000   $209,326,775 

 

Financing Cost – The following table summarizes the weighted average net effective interest rate by type of financing facility as of December 31, 2022 and 2021:

 

 SCHEDULE OF WEIGHTED AVERAGE NET EFFECTIVE INTEREST RATE BY TYPE OF FINANCING FACILITY

   2022   2021 
   Weighted Average Interest Rate (1)   Amount Outstanding   Weighted Average Interest Rate (1)   Amount Outstanding 
                 
Mortgage Loan   9.2%  $200,849,667    6.1%  $177,676,179 
Bridge Loan   10.7%   15,000,000    7.1%   15,000,000 
Total   9.3%  $215,849,667    6.4%  $192,676,179 

 

(1)The interest rate presented represent the effective interest rate (including debt issuance costs) at the end of the year for the debt outstanding.

 

The following table summarizes the components of financing cost including the deferred financial cost amortization for the year ended December 31, 2022 and 2021:

 

 SUMMARY OF COMPONENTS OF FINANCING COST

   2022   2021 
         
Gross interest expense  $15,568,346   $9,506,320 
Gross commitment fees   225,261    286,117 
Amortization of debt issuance cost   1,089,893    659,072 
Debt modification   (3,775,054)   - 
Other expense   112,542    238,740 
Total financing cost before capitalization   13,220,988    10,690,249 
Capitalized amounts into investment properties   (1,454,262)   (890,691)
Net financing cost  $11,766,726   $9,799,558 
Total cash paid for interest and commitment fees  $14,505,955   $9,391,336 

 

Long Term Debt Reconciliation – The reconciliation of debt as of December 31, 2022 and 2021 were as follows:

 SCHEDULE OF DEBT RECONCILIATION

   2022   2021 
         
Beginning balance  $165,171,917   $114,937,348 
Secured bank debt borrowings   44,217,867    63,626,400 
Bridge loan borrowings   -    15,000,000 
Secured bank debt repayments   (13,335,183)   (6,292,052)
Commercial papers repayments  $-   $(5,568,000)
Long—term accrued interest   (9,733)   (44,115)
Debt issuance cost   (41,550)   (1,070,987)
Deferred financing cost amortization   1,037,824    659,072 
Debt modification expense   (3,775,054)   - 
Change in current portion long term debt   (29,785)   (11,992,770)
Foreign currency translation effect   (7,486,510)   (4,082,979)
Reclassification due to breach of covenant   (87,366,478)   - 
Ending balance  $98,383,315   $165,171,917 

 

To the extent that the Group borrows funds specifically for the purpose of obtaining a qualifying asset, the Group determined the amount of borrowing costs eligible for capitalization. Borrowing costs incurred of $41,550 and $1,070,987 for the years ended December 31, 2022 and 2021, respectively, were capitalized.

 

F-75
 

 

Financial Debt Covenants – The loans described above are subject to certain affirmative covenants, including, among others, (i) reporting of financial information; and (ii) maintenance of corporate existence, the security interest in the properties subject to the loan and appropriate insurance for such properties; and (iii) maintenance of certain financial ratios. In addition, the loans are subject to certain negative covenants that restrict Latam Logistic Properties ability to, among other matters, incurs in additional indebtedness under or create additional liens on the properties subject to the loans, change its corporate structure, make certain restricted payments, enter into certain transactions with affiliates, amend certain material contracts.

 

The loans contain, among others, the following events of default: (i) non-payment; (ii) false representations; (iii) failure to comply with covenants; (iv) inability to generally pay debts as they become due; (v) any bankruptcy or insolvency event; (vi) disposition of the subject properties; or (vii) change of control of the subject properties.

 

As of December 31, 2022, the Group was not in compliance with certain debt covenants set forth in its loan agreements with Banco Davivienda, Bancolombia and ITAÚ. Since the liabilities were payable on demand as of December 31, 2022, and the Group did not have the right to defer its settlement for at least twelve months after that date, the Group reclassified the debt balance with Banco Davivienda, Bancolombia and ITAÚ totaling $87,366,478 to be current liabilities as of December 31, 2022. Refer to Note 25 for details. The Group received the waivers for the requirement to comply with the Banco Davivienda and Bancolombia financial covenants on February 17, 2023 and September 25, 2023, respectively. The Group was in compliance with all the other debt covenants as of December 31, 2022, and all of its debt covenants as of December 31, 2021.

 

17. EQUITY

 

Latam Logistic Properties, S.A. shareholders authorized a single class of common stock of 300,000,000 shares from which 168,142,740 shares were issued and fully paid with a nominal (par) value of $1.00 per share as of December 31, 2022 and 2021. Refer to Note 1 for more information on the corporate conversation that occurred on January 13, 2021.

 

All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at shareholders’ meetings of Latam Logistic Properties, S.A.

 

For the years ended December 31, 2022 and 2021, non-controlling partners have made capital contribution to the Group of $700,000 and $4,084,160, respectively, and the Group made distributions to the non-controlling partners of $2,067,803 and $1,024,747, respectively.

 

Retained earnings consist of legal reserves and accumulated earnings. According to the legislation in effect in several countries in which the Group operates, the Group’s subsidiaries must appropriate a portion of each year’s net earnings to their respective legal reserve. The legal reserve amount varies by jurisdiction and ranges from 5% to 10% of the net earnings generated by operating entities, up to a cap of 10% to 50% of that entity’s capital stock.

 

F-76
 

 

18. NON—CONTROLLING INTERESTS

 

In September 2018, the Group entered in a real estate partnership for the development of Latam Parque Logistico Coyol II in Costa Rica. The partnership includes two entities that the Group consolidates but does not own 100% of the equity (Latam Propco El Coyol Dos S de R.L. and Latam Logistic Pan Holdco El Coyol II S de R.L., collectively, “Latam Parque Logistico Coyol II”). The Group reports a non-controlling interest in relation to this partnership. The Group has complete responsibility, authority and discretion in key decision activities management of the partnership. The Group, through its position of Directing Partner, is responsible for the operations of the Latam Parque Logistico Coyol II and has the existing rights and ability to direct the relevant activities of the entities, indicating the Group’s power over the non-controlling investee.

 

In December 2020, the Group entered in a real estate partnership for the development of Latam Parque Logistico San José in Costa Rica. The partnership includes three entities that the Group consolidates but does not own 100% of the equity (Latam Logistic Pan Holdco Verbena I S de R.L., Latam Logistic Pan Holdco Verbena II S, S.R.L., and 3101784433, S.R.L., collectively, “Latam Parque Logistico San José — Verbena”). The Group reports a non-controlling interest in relation to this partnership. The Group has complete responsibility, authority and discretion in the day-to-day management of the partnership. Through its position as Managing Partner, the Group is responsible for the daily operations of Latam Parque Logistico San José — Verbena without prior approval of the other managers and equity holders, and has the existing rights and ability to direct the relevant activities of the entities, indicating the Group’s power over the non-controlling investees.

 

In March 2021, the Group entered into a real estate partnership with Capia Sociedad Administradora de Fondos de Inversion, S.A., through its investment fund Capia Radix Fondo de Inversion (Capia Radix) (together as “CAPIA”), an investment fund managed by CAPIA for the development of Parque Logístico Callao located in the submarket of Callao in Lima, Peru within the Jorge Chavez International Lima Airport land concession. Parque Logístico Callao will be developed in four phases of a building per phase. The partnership includes one entity that the Group consolidates but does not own 100% of its equity (Parque Logístico Callao, S.R.L., “Parque Logístico Callao”). According to the partnership agreement, the Group participation in the partnership entity will be of 50% during the construction of the first two phases with a dilution in the construction of the remaining two phases for a total participation of 33% at the end of the fourth phase. The Group reports a non-controlling interest in relation to this partnership. The Group has complete responsibility, authority and discretion in the day-to-day management of the partnership. The Group, through the position of General Manager, is responsible for the daily operations of the Parque Logístico Callao, and has the existing rights and ability to direct the relevant activities of the entity, indicating the Group’s power over the non-controlling investee.

 

On September 17, 2021, the Group entered into a real estate partnership for the acquisition of LatAm Lagunilla Industrial Park in Costa Rica. The partnership includes two entities that the Group consolidates but do not own 100% of the equity (Latam Logistic Pan Holdco Lagunilla I, S.R.L., and Latam Logistic Propco Lagunilla I S de R.L., collectively, “Latam Lagunilla Industrial Park”). The Group reports a non-controlling interest in relation to this partnership. The Group has complete responsibility, authority and discretion in the day-to-day management of the partnership, and it has the ability to direct the relevant activities of Latam Lagunilla Industrial Park, indicating the Group’s power over the non-controlling investee. On October 31, 2022, the Group sold its interest in the real estate partnership to the non-controlling investee and recognized a loss of $486,863 in the loss on sale of investment properties in the consolidated statements of profit or loss for the year ended December 31, 2022. As of December 31, 2022, the two entities within Latam Lagunilla Industrial Park were no longer consolidated within the Group’s consolidated financial statements.

 

The following table summarizes the Group ownerships percentage and NCI as of December 31, 2022 and 2021. Each NCI partnership in the following table corresponds to multiple entities in Note 2 (f).

SCHEDULE OF GROUP OWNERSHIPS PERCENTAGE AND NON-CONTROLLING INTERESTS 

      Ownership Percentage   NCI 
Partnership  Country  December 31, 2022   December 31, 2021   December 31, 2022   December 31, 2021 
                    
Latam Parque Logistico Coyol II  Costa Rica   50.0%   50.0%  $8,885,098   $7,902,879 
Latam Parque Logistico San José — Verbena  Costa Rica   23.6%   23.8%   23,567,619    22,117,399 
Parque Logístico Callao  Peru   50.0%   50.0%   799,748    112,212 
Latam Lagunilla Industrial Park  Costa Rica   n/a    50.0%       1,075,155 
Total               $33,252,465   $31,207,645 

 

During the years ended December 31, 2022 and 2021, the partnership entities paid distribution to the NCI partners as follows:

SCHEDULE OF PARTNERSHIP ENTITIES PAID DISTRIBUTION TO NON CONTROLLING INTERESTS PARTNERS 

   2022   2021 
         
Latam Parque Logístico Coyol II  $350,000   $250,000 
Latam Parque Logístico San José —Verbena   754,231    774,747 
Latam Lagunilla Industrial Park   963,572     
Total distributions paid to non—controlling partners  $2,067,803   $1,024,747 

 

F-77
 

 

Summarized financial information of non-controlling partnership entities’ total assets and total liabilities as of December 31, 2022 and 2021 was as follows:

SCHEDULE OF NON CONTROLLING PARTNERSHIP ENTITIES TOTAL ASSETS AND LIABILITIES 

                 
   As of December 31, 2022 
   Latam Parque Logistico Coyol II   Latam Parque Logístico
San José —Verbena
   Latam Lagunilla Industrial Park   Parque Logistico Callao 
                 
ASSETS                    
CURRENT ASSETS:                    
Cash and cash equivalents  $896,623   $484,230   $   $1,084,155 
Lease and other receivables, net   15,587    6,406,948        87,168 
Other current assets   17,695    16,126         
Prepaid construction       1,020,664        86,693 
NON-CURRENT ASSETS:                    
Investment properties   30,613,000    63,278,220        386,525 
Asset held for sale       2,996,471         
Property and equipment, net       3,795         
Deferred tax asset               34,639 
Restricted cash equivalent   339,900             
Other non-current assets       587,064         
Total assets  $31,882,805   $74,793,518   $   $1,679,180 
                     
LIABILITIES AND STOCKHOLDERS’ EQUITY                    
CURRENT LIABILITIES:                    
Accounts payable and accrued expenses  $315,637   $1,874,696   $   $28,290 
Deposits for the sale of assets       2,400,000         
NON-CURRENT LIABILITIES:                    
Long—term debt   9,780,656    34,947,249         
Security deposits   195,000    196,755        51,394 
Deferred tax liability   3,821,316    4,511,336         
Total liabilities  $14,112,609   $43,930,036   $   $79,684 
                     
EQUITY:                    
Equity attributable to owners of the Group  $8,885,098   $7,295,863   $   $799,748 
Non—controlling interests  $8,885,098   $23,567,619   $   $799,748 

 

                 
   December 31, 2021 
   Latam Parque Logistico Coyol II   Latam Parque Logístico
San José —Verbena
   Latam Lagunilla Industrial Park   Parque Logistico Callao 
                 
ASSETS                    
CURRENT ASSETS:                    
Cash and cash equivalents  $776,703   $3,347,405   $105,162   $134,693 
Lease and other receivables, net   19,524    426,760    10,518    19,316 
Other current assets   54,733    587,095    3,145    76,457 
Prepaid construction       1,523,950         
NON-CURRENT ASSETS:                    
Investment properties   29,901,000    41,960,000    4,488,000     
Asset held for sale       2,996,471         
Restricted cash equivalent   339,900             
Total assets  $31,091,860   $50,841,681   $4,606,825   $230,466 
                     
LIABILITIES AND STOCKHOLDERS’ EQUITY                    
CURRENT LIABILITIES:                    
Accounts payable and accrued expenses  $133,807   $1,638,994   $2,306,952   $6,042 
Deposits for the sale of assets       1,200,000         
NON-CURRENT LIABILITIES:                    
Long—term debt   11,066,595    15,716,299         
Security deposits   195,000        26,390     
Deferred tax liability   3,890,700    3,257,427    123,173     
Total liabilities  $15,286,102   $21,812,720   $2,456,515   $6,042 
                     
EQUITY:                    
Equity attributable to owners of the Group  $7,902,879   $6,911,562   $1,075,155   $112,212 
Non—controlling interests  $7,902,879   $22,117,399   $1,075,155   $112,212 

 

F-78
 

 

For the years ended December 31, 2022 and 2021, net earnings attributable to NCI were as follows:

SCHEDULE OF NET EARNINGS ATTRIBUTABLE TO NON CONTROLLING INTERESTS 

   2022   2021 
         
Net earnings (loss) attributable to non-controlling interests          
Latam Parque Logistico Coyol II  $1,358,675   $130,433 
Latam Parque Logistico San José - Verbena   2,177,996    4,323,820 
Latam Lagunilla Industrial Park   (111,583)   111,583 
Parque Logístico Callao   (12,465)   (22,956)
Total  $3,412,623   $4,542,880 

 

19. EARNINGS PER SHARE

 

The Group determines basic earnings per share based on the weighted average number of shares of common stock outstanding during the year. The Group computes diluted earnings per share on the weighted average number of shares outstanding combined with the incremental weighted average effect from all outstanding potentially dilutive instruments. As described in Note 1, the Conversion of the Group from S.R.L. to S.A. represents a change in the form of legal ownership, which is akin to a stock split. The calculation of earnings per share has been adjusted retrospectively to accommodate this change in company structure.

 

The calculated basic and diluted earnings per share for the year ended December 31, 2022, and 2021, were the same, as follows:

 SCHEDULE OF BASIC AND DILUTED EARNINGS PER SHARE

   2022   2021 
         
Earnings per share – basic and diluted  $0.048   $0.025 
Net earnings attributed to owners of the Group  $8,028,610   $4,126,505 
Weighted average number of shares – basic and diluted   168,142,740    168,142,740 

 

20. INCOME TAX

 

For the years ended December 31, 2022 and 2021, income tax from continued operations was as follows:

SCHEDULE OF INCOME TAX FROM CONTINUED OPERATIONS 

   2022   2021 
Current income tax expense  $1,044,399   $175,631 
Deferred income tax (benefit) expense   1,192,108    8,581,072 
Tax (benefit) expense  $2,236,507   $8,756,703 

 

Reconciliations of income taxes from the Costa Rica national statutory rate of 30% to the consolidated effective income tax rate are as follows:

 SCHEDULE OF EFFECTIVE INCOME TAX RATE

   2022   2021 
         
Net profit before taxes  $13,677,740   $17,426,088 
Income tax expense calculated at Costa Rica statutory tax rate of 30%   4,103,322    5,227,826 
Foreign rate differential   61,500    551,388 
Tax attributable to exchange gain/loss   (1,882,252)   2,056,492 
Change in unrecognized deferred tax assets   (238,549)   1,039,818 
Other   192,486    (118,821)
Tax (benefit) expense  $2,236,507   $8,756,703 

 

F-79
 

 

Details of the Group’s deferred tax assets and liabilities are as follows:

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

   2022   2021 
Deferred Tax Assets          
Net operating loss and tax credit carryforwards  $1,035,315   $727,215 
Allowance for uncollectible accounts   816,340    360,553 
Other Accruals   130,407    81,889 
Fixed Assets   191,031    331,120 
Employee benefits   209,535    669,587 
Office rent liability   47,845    103,807 
Other   26,929    360,029 
Total deferred tax assets  $2,457,402   $2,634,200 

 

   2022   2021 
         
Deferred tax liabilities:          
Investment Properties Unrealized Gain  $(36,806,923)  $(38,127,937)
Prepaid and Other Assets   (96,537)   (86,918)
Deferred Financing Cost   (2,388,299)   (167,267)
Right of Use Asset   (142,246)   (135,893)
Rent Liability   -    (89,346)
Total deferred tax liabilities  $(39,434,005)  $(38,607,361)
           
Net deferred tax liability  $(36,976,603)  $(35,973,161)

 

All movement in the deferred tax assets and deferred tax liabilities (“DTLs”) was reflected in continuing operations and no other component of income.

 

As of December 31, 2022, the Group had $2,457,402 and $39,434,005 in DTAs and DTLs, respectively. The DTAs included approximately $1,035,315 related to net operating loss carryforwards that can be used to offset taxable income in future periods and reduce the Group income taxes payable in those future periods.

 

As of December 31, 2022, the Group considered it more likely than not that the benefit from certain entities NOL and deferred interest carryforwards will not be used to offset taxable profits and there are no other tax planning opportunities or other evidence of recoverability in the near future to realize these DTAs. In addition, it is possible that some or all of these NOL and deferred interest carryforwards could ultimately expire unused due to carryforward periods ending prior to 2035. In recognition of this risk, the Group has unrecognized deferred tax assets of $3,657,765 related to these NOL and deferred interest carryforwards.

 

The Group files income tax returns as required by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Group may be subject to examination by local tax authorities. As of December 31, 2022, in general, the Group’s local income tax years remain open and are subject to examination. The Group has no unrecognized tax benefits as of December 31, 2022.

 

F-80
 

 

21. EMPLOYEE BENEFITS

 

Employee benefits are recognized in general and administrative expense in the consolidated statements of profit or loss and comprehensive loss, and for the years ended December 31, 2022 and 2021, consisted of the following:

SCHEDULE OF EMPLOYEE BENEFITS 

   2022   2021 
         
Short-term employee benefits  $2,126,750   $3,019,824 
Severances   247,860    22,329 
Total  $2,374,610   $3,042,153 

 

22. RELATED PARTY TRANSACTIONS

 

Transactions between the Group and its related parties are made on terms equivalent to those that prevail in arm’s length transactions.

 

Subsidiaries

 

Transactions between the Group and its subsidiaries are eliminated on consolidation and therefore are not disclosed. Details of the principal group companies are given in Note 2. Partnerships the Group enters into are fully consolidated as disclosed in Note 18.

 

Key Management Personnel Compensation

 

The amounts disclosed in the table represent the amounts recognized as general and administrative expenses in the consolidated statements of profit or loss and comprehensive loss, related to key management personnel for the years ended December 31, 2022 and 2021.

 

SCHEDULE OF KEY MANAGEMENT PERSONNEL COMPENSATION

   2022   2021 
         
Salaries  $835,448   $827,412 
Statutory bonus   104,956    93,168 
Cash performance bonus   -    346,118 
Non-executive director’s fees   90,000    57,000 
Non-cash benefits   4,587    4,962 
Severance benefits   224,593    - 
Total  $1,259,584   $1,328,660 

 

Loan receivables from affiliates On June 25, 2015, the Group entered into an agreement with Latam Logistic Investments, LLC. In July 2020, the Group expanded the loan receivable from Latam Logistic Investments, LLC to $4,165,000 from $3,015,000 and extended the term to December 31, 2023. In June 2021, the Group expanded the loan receivable from Latam Logistics Investment LLC to $4,850,000 from $4,165,000 and in May 2022, the Group expanded the loan receivable from Latam Logistics Investment LLC to $6,950,000 from $4,850,000. The expiration date of the loan remains as of December 31, 2023.

 

The loan bears an annual interest rate of 9.0%. Principal and interest are due at maturity.

 

Latam Logistic Investments, LLC is a wholly owned company of one of the prior executives of the Group and it owns 8.0% of the Group. The interest income for Latam Logistic Investments LLC was $561,372 and $424,838 for the years ended December 31, 2022, and 2021, respectively. As of December 31, 2022, and 2021, the loan receivable from affiliates balances outstanding were as follows:

SCHEDULE OF LOAN RECEIVABLE FROM AFFILIATES BALANCES OUTSTANDING

 

   2022   2021 
         
Interest receivable:          
Latam Logistics Investments, LLC  $1,848,945   $1,287,573 
Notes receivable:          
Latam Logistics Investments, LLC   6,950,000    4,850,000 
Total due from affiliates  $8,798,945   $6,137,573 

 

As of December 31, 2022, and 2021, the notes receivable has a fixed interest rate of 9% and a due date of December 31, 2023. The main conditions of the notes receivable are payment of the balance at maturity including interest receivable, the possibility of early payments without penalty, guarantee over ordinary shares and a promissory note.

 

As of December 31, 2022, and 2021, there was no amount owed to related parties.

 

F-81
 

 

23. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

a. Capital Management

 

For the purpose of the Group’s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the Group. The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The primary objective of the Group’s capital management is to ensure that it remains within its quantitative banking covenants and maintains a strong credit rating. No changes were made in the objectives, policies or processes during the years ended December 31, 2022 and 2021.

 

As disclosed within Note 16, the Group has various debt facilities in place. In certain cases, the facilities may have financial covenants which are generally in the form of minimum debt service coverage ratios, debt leverage ratios, restricted cash equivalent accounts required for debt service coverage, as well as non-financial covenants which require financial statement presentation to the creditor. Refer to Note 16 for more information on debt covenants and waivers as applicable.

 

The Group may also be subject to legal reserves in the countries in which it operates. Refer to Note 17 for more information.

 

b. Financial Risk Management

 

The Group has exposure to the following risks arising from financial instruments:

 

Credit risk
Liquidity risk
Market risk

 

a.Risk Management Framework – The Group’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s Chief Executive Officer (CEO) is responsible for developing and monitoring the Group’s risk management policies. The CEO reports regularly to the Board of Directors on its activities.
   
  The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligation.
   
b.Credit Risk – Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is exposed to credit risks from lease receivables, tenant notes receivables as well as due from affiliates.
   
  Exposure to Credit Risk – The following financial assets as of December 31, 2022 and 2021 represent the maximum credit exposure:

 

SCHEDULE OF FINANCIAL ASSETS MAXIMUM CREDIT EXPOSURE

   Notes  2022   2021 
Cash and cash equivalents  8  $14,988,112   $17,360,353 
Lease and other receivables  9   9,313,109    5,185,496 
Due from affiliates  22   8,798,945    6,137,573 
Restricted cash equivalent  8   3,252,897    3,929,870 
Financial assets     $36,353,063   $32,613,292 

 

  Cash and restricted cash equivalent are held in reputable financial institutions and carries minimal risk.
   
  The credit quality of the tenant is assessed at the time of entering into a lease agreement. Outstanding lease and other receivables are regularly monitored. An impairment analysis is performed at each reporting date on an individual basis for major tenants. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial asset. In general, concentration risk in lease and other receivables is limited due to the receivables being dispersed across a high number of tenants.

 

F-82
 

 

c.Liquidity Risk – Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring in unacceptable losses or risking damage to the Group’s reputation, and to maintain a balance between continuity of funding and flexibility through the use of bank deposits and loans.
   
  Typically, the Group ensures that it has sufficient cash on demand, including deposits at banks and the balances of short-term credit facilities with diverse funding resources and committed borrowing facilities, to meet expected operating expenses for a period of 90 days, including the servicing of financial obligations. This excludes the potential impact of extreme circumstances that cannot be reasonably predicted, such as natural disasters.
   
  The Group has access to a sufficient variety of sources of funding to repay debt maturing within 12 months in the normal course of business. Refer to Notes 2 and 16 for more information on a debt covenant matter that arose effective December 31, 2022, as a result of which the Group categorized the related debt balance as repayable on demand. As disclosed in Note 16, the Group received the waivers for the requirement to comply with the financial covenants for the related debt relating to Banco Davivienda and Bancolombia on February 17, 2023 and September 25, 2023, respectively. Additionally, the Group is in process of restructuring this debt to avoid future breaches. The Group remains in compliance with all covenants as of the date these financial statements have been made available for issuance.
   
  Exposure to Liquidity Risk – The following tables detail the remaining contractual maturities of financial liabilities at the end of reporting period. The amounts are gross and undiscounted cash flows and include contractual interest payments.

 

SCHEDULE OF CONTRACTUAL INTEREST PAYMENTS

December 31, 2022  Notes  On demand   Less than 3 months   3 to 12 months   1 to 5 years   Thereafter   Total 
                            
Accounts payable and accrued expenses  14  $382,317   $6,899,250   $1,310,355   $   $   $8,591,922 
Lease liability          15,637    47,085    96,954        159,676 
Income tax payable  20       663,703                663,703 
Retainage payable          302,066    2,699,367            3,001,433 
Security deposits                  1,706,959        1,706,959 
Deposit for the asset held for sale  13           2,400,000            2,400,000 
Long and short-term debt  16   87,906,445    5,888,900    17,666,699    29,632,991    74,754,632    215,849,667 
Total     $88,288,762   $13,769,556   $24,123,506   $31,436,904   $74,754,632   $232,373,360 

 

December 31, 2021  Notes  On demand   Less than 3 months   3 to 12 months   1 to 5 years   Thereafter   Total 
                            
Accounts payable and accrued expenses  14  $1,337,594   $5,753,516   $2,022,727   $   $   $9,113,837 
Lease liability          29,042    85,442    50,482        164,966 
Income tax payable  20       124,472                124,472 
Retainage payable          214,213    2,712,490            2,926,703 
Security deposits                  1,360,501        1,360,501 
Deposit for the asset held for sale  13           1,200,000            1,200,000 
Long and short-term debt  16       5,863,678    17,591,033    42,281,083    126,940,385    192,676,179 
Total     $1,337,594   $11,984,921   $23,611,692   $43,692,066   $126,940,385   $207,566,658 

 

  The Group’s minimum lease payments are disclosed on Note 15.

 

F-83
 

 

d.Market Risk – Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. Market risk comprises two types of risks: interest rate risk and currency risk.
   
  Currency Risk – Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to its operating activities (when revenue or expense is denominated in a foreign currency) and its loans with financial institutions, some of which are denominated in foreign currency. The functional currency of the Group is USD.
   
  As of the reporting date, the Group has monetary assets and liabilities in currencies other than the functional currency. The main foreign currencies used by the Group are as follows:

 

CRC
PEN
COP

 

  In respect of monetary assets and liabilities denominated in CRC, PEN and COP, the Group’s policy is to ensure that its net exposure is kept at an acceptable level by buying or selling CRC, PEN and COP at spot rates when necessary to address short-term imbalances.
   
  The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

 

FOREIGN CURRENCY DENOMINATED MONETARY ASSETS AND LIABILITIES

(in USD)  As of December 31, 2022 
Monetary assets and liabilities denominated in:  CRC   PEN   Total 
Cash and cash equivalents  $15,287   $237,240   $252,527 
Lease and other receivables, net   33,017    104,889    137,906 
Other current and non-current assets   1,716,789    2,306,510    4,023,299 
Sub-total   1,765,093    2,648,639    4,413,732 
Accounts payable and accrued expenses   181,450    179,676    361,126 
Sub-total   181,450    179,676    361,126 
Net  $1,583,643   $2,468,963   $4,052,606 

 

(in USD)  As of December 31, 2021 
Monetary assets and liabilities denominated in:  CRC   PEN   Total 
Cash and cash equivalents  $17,460   $403,647   $421,107 
Lease and other receivables, net   25,239    97,145    122,384 
Other current and non-current assets   374,838    4,753,777    5,128,615 
Sub-total   417,537    5,254,569    5,672,106 
Accounts payable and accrued expenses   197,548    390,450    587,998 
Sub-total   197,548    390,450    587,998 
Net  $219,989   $4,864,119   $5,084,108 

 

  As of December 31, 2022, and 2021, the net assets in foreign operations of the Group whose functional currency is different from the USD and for which the differences in foreign currency were recognized in OCI amounting to $49,411,606 and $61,918,128, respectively.
   
  Sensitivity Analysis – The following tables detail the Group’s sensitivity to a 10% appreciation or depreciation in the USD against foreign currencies listed above. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis reflects foreign currency revaluation or translation impacts on the Group’s net income and equity through OCI for a 10% change in foreign currency exchange rates. A 10% strengthening (weakening) of the USD against the foreign currencies as of December 31, 2022, and 2021 would have decreased (increased) net income and equity through OCI by the amounts shown below. This analysis assumes that all other variables, particularly interest rates, remained constant.

 

F-84
 

 

SCHEDULE OF SENSITIVITY ANALYSIS

December 31, 2022  Strengthening   Weakening 
         
Profit or Loss  $405,261   $(405,261)
Equity  $4,941,161   $(4,941,161)

 

December 31, 2021  Strengthening   Weakening 
         
Profit or Loss  $508,411   $(508,411)
Equity  $6,191,813   $(6,191,813)

 

Interest Rate Risk – Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to its long-term debt obligations with floating interest rates. Therefore, variations in interest rates at the reporting date would affect profit or loss.

 

Sensitivity Analysis - A 1% and 2% strengthening (weakening) of the rate associated with each long-term debt, as of December 31, 2022 and 2021 would have decreased (increased) net income by the amounts shown below. This analysis assumes that all other variables remained constant.

 

SCHEDULE OF LONG-TERM DEBT WITH VARIABLE INTEREST

   Long-term Debt
with
Variable Interest Rate as of
December 31, 2022
   1%   2% 
             
Increase in Interest rate  $209,326,775   $(2,093,268)  $(4,186,536)
Decrease in Interest rate   209,326,775    2,093,268    4,186,536 

 

   Long-term Debt
with
Variable Interest Rate as of
December 31, 2021
   1%   2% 
             
Increase in Interest rate  $188,719,114   $(1,887,191)  $(3,774,382)
Decrease in Interest rate   188,719,114    1,887,191    3,774,382 

 

e.Fair Values Management of the Group assessed the fair value of its financial assets and liabilities and concluded that their carrying value approximates their fair value.

 

24. COMMITMENTS AND CONTINGENCIES

 

Commitments

 

In the normal course of operation, the Group secures construction loans in order to fund capital expenditure commitments. Debt guarantees are disclosed in Note 16. The Group does not conduct its operations through entities that are not consolidated in these consolidated financial statements and has not guaranteed or otherwise contractually committed to support any material financial obligations not reflected in these consolidated financial statements.

 

As of December 31, 2022, the Group had agreed construction contracts with third parties and is consequently committed to future capital in respect to investment property under development of $8,749,926. There are no contractual commitments in respect of completed investment property.

 

The Group does not have any lease contract that has not yet commenced as of December 31, 2022. Refer to the Group’s future minimum rental payments for its non-cancellable lease contracts in Note 15.

 

Legal Proceedings

 

On September 13, 2023, the Group became aware that a lawsuit was filed against a subsidiary of the Group by a construction company for services rendered prior to the reporting date. Based on currently available information, the Group has recorded a provision of $274,844 in relation to this matter. However, litigations are subject to inherent uncertainties and the Group’s view of these matters may change in the future.

 

F-85
 

 

25. ACCOUNTING POLICY CHANGE AND RESTATEMENT

 

Accounting Policy Changes

 

The Group has renamed captions in its consolidated statements of financial position, consolidated statements of profit or loss and other comprehensive loss, and consolidated statements of cash flows to provide a more accurate description of each line item and align with commonly used terminology by industry participants.

 

Additionally, in an effort to enhance the clarity of financial information for users of the financial statements, the Group has elected to adjust prior accounting policies related to financial statement presentation. As such, certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation.

 

On the consolidated statements of profit or loss and other comprehensive loss, the result was: (i) grouping all debt-related costs, such as gain/loss on extinguishment, amortization of financing costs, interest expense, as a single Financing costs financial statement line item; and (ii) collapsing the amortization of right-of-use assets and office lease costs into General and administrative expense. On the consolidated statements of financial position, the Group reclassified (i) receivable balances that are not “trade” in nature to other current or non-current assets; (ii) payable balances that are not “trade” in nature to Retainage payable; and (iii) grouped immaterial financial statement line items, such as right-of-use assets and lease liabilities, into other current or non-current assets or liabilities, as applicable. These reclassification changes, and elimination of subtotals and headers do not constitute errors because they represent changes in presentation from one acceptable method to another acceptable method under IFRS. They also have no effect on previously reported profit, total assets or liabilities, or net cash flows.

 

Refer to the tables in the below in “Description of Restatement Matters and Restatement Adjustments” section for a comparison of previous captions and current captions as well as the impact of policy changes by financial statement line item.

 

Restatement of Previously Issued Financial Statements

 

The Group is restating its consolidated statements of financial position, consolidated statements of profit or loss and other comprehensive loss, and consolidated statements of cash flows as of and for the fiscal years ended December 31, 2022 and 2021, which were originally filed with the Superintendencia Financiera de Colombia (“SFC”).

 

F-86
 

 

Description of Restatement Matters and Restatement Adjustments

 

The categories of the restatement adjustments and their impact on previously reported consolidated financial statements are described below.

 

(a)Reclassification of debt from long-term to short-term – The Group reclassified long term debt balance of $87,366,478 to long term debt – current portion in the consolidated statement of financial position as of December 31, 2022 to correctly present the balances as short term in nature. As described further in Note 16, the Group was not in compliance with certain financial covenants set forth in certain loan agreements with Banco Davivienda, Bancolombia and ITAÚ as of December 31, 2022. Each of these covenant breaches constituted “events of default” under its debt agreements. Upon an event of default, the lenders could have accelerated the repayment of the outstanding borrowings under the credit facility or exercised other rights and remedies that they had under applicable laws. Based on this, the associated debt balances with Banco Davivienda, Bancolombia and ITAÚ should be reclassified to be current liabilities as of December 31, 2022, because the liabilities were payable on demand and the Group did not have the right to defer its settlement for at least twelve months after that date. The Group received the waivers for the requirement to comply with the Banco Davivienda and Bancolombia financial covenants on February 17, 2023 and September 25, 2023, respectively. There was no impact to the consolidated statements of profit or loss and other comprehensive loss or the consolidated statements of cash flows.
   
(b)Income taxes – The Group recorded a cumulative adjustment to true up its deferred tax liability balance, attributable to a portion of the fair value for investment properties, which previously was not considered in the measurement of the deferred tax liability. The adjustment to the deferred tax liability as of January 1, 2021, was $1,695,415, recorded through an adjustment to retained earnings of ($1,594,628) and non-controlling interest of ($100,787). The Group further corrected the deferred tax liability with an incremental adjustment of $556,670 and $862,330 recorded through tax expense for the years ended December 31, 2022, and 2021, respectively.

 

The Group recorded a cumulative adjustment to true up its deferred tax liability balance, related to the adjustment related to debt modification versus extinguishment accounting as discussed in (d) below. The adjustment to the deferred tax liability as of January 1, 2021 was ($56,094), recorded through an adjustment to retained earnings. The Group further corrected the deferred tax liability with an incremental adjustment of ($1,649,664) and $35,276 recorded through tax expense for the years ended December 31, 2022, and 2021, respectively.

 

The Group recognized an adjustment to the deferred tax liability related to debt denominated in USD which, when converted into local currency for purposes of the tax return calculation, result in a currency gain or loss. Deferred taxes are recognized for the unrealized basis difference between the local currency and USD debt balances. The adjustment to the deferred tax liability as of January 1, 2021 was $996,424, recorded through an adjustment of ($988,032) to retained earnings and ($8,392) to non-controlling interests. The Group further corrected the deferred tax liability with an incremental adjustment of ($507,945) and ($996,424) recorded through tax expense for the years ended December 31, 2022, and 2021, respectively.

 

The Group adjusted deferred taxes with an adjustment through tax expense for the tax impact of the other non-tax restatement adjustments to the deferred tax liability of $89,363 and $113,565 for the years ended December 31, 2022, and 2021, respectively, and adjustments to the deferred tax asset of ($34,286) and $80,131 for the years ended December 31, 2022, and 2021, respectively. For the year ended December 31, 2021, the Group also adjusted the current tax payable for $20,784, recorded through tax expense.

 

(c)Prepaid construction cost reclassification - The Group reclassified prepaid construction costs from non-current assets to current assets to correct the presentation as current assets on consolidated statements of financial position as all construction costs are completed within a twelve-month period. The reclassification was $2,382,335, $5,205,683 and $4,434,069 as of December 31, 2022, 2021, and January 1, 2021. There was no impact to the consolidated statements of profit or loss and other comprehensive loss or the consolidated statements of cash flows.

 

F-87
 

 

(d)Adjustments related to debt modification versus extinguishment accounting – The Group made certain accounting adjustments in the years ended December 31, 2022, 2021 and as of January 1, 2021, to appropriately reflect the accounting treatment of the Group’s historical debt refinancing activities, either as debt extinguishments or debt modifications, in accordance with IFRS 9. Specifically, the Group recorded a cumulative adjustment to decrease the carrying value of long-term debt through retained earnings by $200,086 as of January 1, 2021. The Group further adjusted the carrying value of long-term debt up by $90,602 as of December 31, 2021, which together with the prior year adjustment make up a total balance sheet restatement of $109,484 as of December 31, 2021. The Group subsequently adjusted the carrying value of the debt down by $5,457,407 as of December 31, 2022, which together with the prior years adjustments making up a total balance sheet restatement of $5,566,891 as of December 31, 2022. As part of the adjustments, the Group reversed the loss on debt extinguishment of $2,457,254 and recognized debt modification gain of $3,775,054 during the year ended December 31, 2022. Additionally, the Group recorded incremental amortization expenses of $759,268 and $90,602 for the years ended December 31, 2022 and 2021, respectively.
   
(e)Asset held for sale reclassification - The Group reclassified asset held for sale from non-current assets to current assets to correct the presentation to current assets in the consolidated statements of financial position because the Group anticipated the sale of the underlying land to be completed with one year from December 31, 2021. The reclassification was $2,977,147 as of December 31, 2021. There was no impact to the consolidated statements of profit or loss and other comprehensive loss or the consolidated statements of cash flows.
   
(f)Classification of loans to tenants and the associated repayment on the consolidated statements of cash flows – The Group reclassified loans to tenants and associated repayment from operating activities to investing activities on the consolidated statements of cash flows because the loans extended to tenants and the resulting repayments constitute financing provided by the Group to the tenants, and should therefore be categorized as investing activities, not operating activities on the statements of cash flows. The net reclassification amount was $4,015,543, and $393,783 for the years ended December 31, 2022 and 2021, respectively. There was no impact to the consolidated statements of profit or loss and other comprehensive loss or the consolidated statements of financial position.
   
(g)

Other adjustments – There are other restatement matters otherwise not described in items (a) through (f) of this Note. The related adjustments are not material individually and in aggregate to the Group’s consolidated financial statements as of December 31, 2022, December 31, 2021 and January 1, 2021 and for the fiscal years ended December 31, 2022 and 2021. The aggregate impact of these misstatements was an increase of $117,790 in total assets, an increase of $742,965 in total liabilities, a decrease in retained earnings of $625,175 and a decrease of $165,266 in profit before taxes as of and for the year ended December 31, 2022; a decrease of $219,786 in total assets, an increase of $240,122 in total liabilities, a decrease of $459,908 in retained earnings and a decrease of $710,612 in profit before taxes as of and for the year ended December 31, 2021; an increase of $250,704 in total assets and retained earnings cumulative adjustment as of January 1, 2021. Additionally, the Group corrected a classification error on the statements of profit or loss and other comprehensive loss by reclassifying $227,174 and $219,126 from General and administrative expenses to Investment property operating expenses for the years ended December 31, 2022 and 2021, respectively. The Group also corrected a classification error on the statements of financial position by reclassifying $684,487, $145,256, and $637,694 from Accounts payable and accrued expenses to Income tax payable as of December 31, 2022, December 31, 2021 and January 1, 2021, respectively. Finally, the Group corrected other cash flow classification errors with a decrease in net cash generated by operating activities of $162,484, an decrease in net cash used in investing activities of $25 and an increase in net cash provided by financing activities of $162,509 for the year ended December 31, 2022; a decrease in net cash generated by operating activities of $871,784, no impact on net cash used in investing activities and an increase of $871,784 in net cash provided by financing activities for the year ended December 31, 2021.

 

F-88
 

 

The following summarizes the impact of the restatement on the Group’s consolidated statements of profit and loss and other comprehensive loss:

 SUMMARY OF IMPACT OF RESTATEMENT ON CONSOLIDATION STATEMENTS

Per Current Caption Per Previous Caption  Per Current Caption  As Issued  

Policy

Changes

  

Restatement Adjustments

   Note  As Restated    As Issued  

Policy

Changes

   Restatement Adjustments   Note  As Restated 
        For the year ended December 31, 2022    For the year ended December 31, 2021 
Per Current Caption Per Previous Caption  Per Current Caption  As Issued  

Policy

Changes

  

Restatement Adjustments

   Note  As Restated    As Issued  

Policy

Changes

   Restatement Adjustments   Note  As Restated 
                                             
REVENUES REVENUES  REVENUES                                               
Rental revenue Rental revenue  Rental revenue  $31,890,569   $   $      $31,890,569    $25,553,931   $   $      $25,553,931 
Other Development fee income  Other   92,998               92,998     42,142               42,142 
Total revenues Total revenues  Total revenues   31,983,567               31,983,567     25,596,073               25,596,073 
                                                     
COST AND OPERATING EXPENSES COST AND OPERATING EXPENSES  —*                                               
Investment property operating expense Investment property operating expense  Investment property operating expense   5,289,843        

117,596

  (g)   5,407,439     3,462,700        624,665   (g)   4,087,365 
General and administrative General and administrative  General and administrative   4,594,485    241,884    (227,174)   (g)   4,609,195     5,361,477    251,850    (219,126 
)
  (g)   5,394,201 
Total costs and operating expenses Total costs and operating expenses     9,884,328                       8,824,177                   
OTHER NON—OPERATING INCOME (EXPENSES) OTHER NON—OPERATING INCOME (EXPENSES)                                                 
Investment property valuation gain Investment property valuation gain  Investment property valuation gain   3,525,692               3,525,692     13,205,571        (595,444)  (g)   12,610,127 
Interest income from affiliates Interest income from affiliates  Interest income from affiliates   561,372               561,372     424,838               424,838 
Financing costs Interest expense  Financing costs   (14,391,414)   (2,848,352)   5,473,040   (d)   (11,766,726)    (8,955,776)   (753,180)   (90,602)  (d)   (9,799,558)
Loss on debt extinguishment Loss on debt extinguishment     (2,457,840)   2,457,840                (2,550)   2,550            
Office lease financing cost Office lease financing cost     (13,400)   13,400                (15,292)   15,292            
Right-of-use amortization Right-of-use amortization     (104,198)   104,198                (96,662)   96,662            
Depreciation and amortization Depreciation and amortization     (124,286)   124,286                (139,896)   139,896            
Net foreign currency gain (loss) Net foreign currency gain  Net foreign currency gain (loss)   299,762               299,762     (707,570)              (707,570)
Other income Other income  Other income   100,127               100,127     151,391               151,391 
Loss on sale of investment properties Loss on sale of investment properties  Loss on sale of investment properties   (398,247)              (398,247)                    
Other expenses Other expense  Other expenses   (448,285)   111,956    (274,844)  (g)   (611,173)    (1,894,208)   236,190    290,371   (g)   (1,367,647)
Deferred financing cost amortization Deferred financing cost amortization     (278,556)   278,556                (514,440)   514,440            
Profit before taxes NET PROFIT BEFORE TAXES  Profit before taxes   8,369,966        5,307,774       13,677,740     18,227,302        (801,214)      17,426,088 
Income tax expenses INCOME TAX EXPENSE  Income tax expenses   (690,644)       (1,545,863)  (b)   (2,236,507)    (8,872,365)       115,662   (b)   (8,756,703)
PROFIT FOR THE YEAR PROFIT FOR THE YEAR  PROFIT FOR THE YEAR  $7,679,322   $    3,761,911      $11,441,233    $9,354,937   $   $(685,552)     $8,669,385 
                                                     
OTHER COMPREHENSIVE LOSS: OTHER COMPREHENSIVE LOSS:  OTHER COMPREHENSIVE LOSS:                                               
Translation loss from functional currency to reporting currency Translation loss from functional currency to reporting currency  Translation loss from functional currency to reporting currency   (13,518,099)       (15,633)  (d)   (13,533,732)    (12,522,802)              (12,522,802)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR TOTAL COMPREHENSIVE LOSS FOR THE YEAR  TOTAL COMPREHENSIVE LOSS FOR THE YEAR  $(5,838,777)  $   $3,746,278      $(2,092,499)   $(3,167,865)  $   $(685,552)     $(3,853,417)
                                                     
PROFIT FOR THE YEAR ATTRIBUTABLE TO: PROFIT FOR THE YEAR ATTRIBUTABLE TO:  PROFIT FOR THE YEAR ATTRIBUTABLE TO:                                               
Owners of the Group Owners of the Group  Owners of the Group  $4,150,530   $   $3,878,080      $8,028,610    $4,787,372   $   $(660,867)     $4,126,505 
Non-controlling interests Non-controlling interests  Non-controlling interests   3,528,792        (116,169)      3,412,623     4,567,565        (24,685)      4,542,880 
Total Total  Total  $7,679,322   $   $3,761,911      $11,441,233    $9,354,937   $   $(685,552)     $8,669,385 
                                                     
TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO: TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO:  TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO:                                               
Owners of the Group Owners of the Group  Owners of the Group  $(9,367,569)  $   $3,862,447      $(5,505,122)   $(7,735,430)  $   $(660,867)     $(8,396,297)
Non-controlling interests Non-controlling interests  Non-controlling interests   3,528,792        (116,169)      3,412,623     4,567,565        (24,685)      4,542,880 
Total Total  Total  $(5,838,777)  $   $3,746,278      $(2,092,499)   $(3,167,865)  $   $(685,552)     $(3,853,417)
                                                     
Earnings for the year per share attributed to common stockholders of the Group – basic and diluted Earnings for the year per share attributed to common stockholders of the Group  Earnings for the year per share attributed to common stockholders of the Group – basic and diluted  $0.025   $   $0.023      $0.048    $0.028   $   $(0.003)     $0.025 

 

*The subtotal is not presented in this row (except for “As Issued” columns) as a result of the changes in presentation from the accounting policy.

 

F-89
 

 

The following summarizes the impact of the restatement on the Group’s consolidated statements of financial position:

 

Per Current Caption Per Previous Caption  Per Current Caption  As Issued  

Policy

Changes

  

Restatement Adjustments

   Note  As Restated   As Issued  

Policy

Changes

  

Restatement Adjustments

   Note  As Restated   As Issued  

Policy

Changes

  

Restatement Adjustments

   Note  As Restated 
        As of December 31, 2022   As of December 31, 2021   As of January 1, 2021 
Per Current Caption Per Previous Caption  Per Current Caption  As Issued  

Policy

Changes

  

Restatement Adjustments

   Note  As Restated   As Issued  

Policy

Changes

  

Restatement Adjustments

   Note  As Restated   As Issued  

Policy

Changes

  

Restatement Adjustments

   Note  As Restated 
                                                               
ASSETS ASSETS  ASSETS                                                                     
CURRENT ASSETS: CURRENT ASSETS:  CURRENT ASSETS:                                                                     
Cash and cash equivalents Cash in bank accounts  Cash and cash equivalents  $14,988,112   $   $      $14,988,112   $17,360,353   $   $      $17,360,353   $15,458,803   $   $      $15,458,803 
Due from affiliates Due from affiliates  Due from affiliates   8,798,945               8,798,945                                       
Lease and other receivables, net Receivables net  Lease and other receivables, net   2,690,255    (242,498)   68,768   (g)   2,516,525    2,592,547    (557,603)   (100,296)  (g)   1,934,648    1,566,783    (85,765)   297,587   (g)   1,778,605 
Asset held for sale Land inventory  Asset held for sale   2,977,147               2,977,147            2,977,147   (e)   2,977,147                    
Prepaid construction costs   Prepaid construction costs           2,317,383   (c), (g)   2,317,383            5,140,732   (c), (g)   5,140,732            4,434,069   (c)   4,434,069 
Other current assets Other current assets  Other current assets   1,465,815    242,498           1,708,313    1,611,760    557,603           2,169,363    2,176,467    85,765           2,262,232 
Total current assets Total current assets  Total current assets   30,920,274        2,386,151       33,306,425    21,564,660        8,017,583       29,582,243    19,202,053        4,731,656       23,933,709 
                                                                           
NON-CURRENT ASSETS: NON-CURRENT ASSETS:  NON-CURRENT ASSETS:                                                                     
Prepaid construction Prepaid construction     2,382,335        (2,382,335)  (c)       5,205,683        (5,205,683)  (c)       4,434,069        (4,434,069)  (c)    
Investment properties Investment properties  Investment properties   448,808,634        227,999   (g)   449,036,633    428,275,741               428,275,741    364,307,039               364,307,039 
Tenant notes receivables - long term, net Receivables, long term  Tenant notes receivables - long term, net   10,752,473    (3,841,864)   (114,025)  (g)   6,796,584    8,004,072    (4,698,685)   (54,539)  (g)   3,250,848    6,178,303    (3,336,887)   (46,883)  (g)   2,794,533 
Due from affiliates - long term Due from affiliates - long term  Due from affiliates - long term                      6,137,573               6,137,573    5,027,735               5,027,735 
Right-of-use asset Right-of-use asset     130,402    (130,402)              135,123    (135,123)              237,341    (237,341)           
Restricted cash equivalent Restricted cash  Restricted cash equivalent   3,252,897               3,252,897    3,929,870               3,929,870    7,744,696               7,744,696 
Land inventory Land inventory                        2,977,147        (2,977,147)  (e)                       
Property and equipment, net Vehicle, furniture and equipment, net  Property and equipment, net   427,719               427,719    502,744               502,744    561,928               561,928 
Deferred tax asset Deferred tax asset  Deferred tax asset   193,436        45,845   (b)   239,281    606,183        80,131   (b)   686,314    1,323,723               1,323,723 
Other non-current assets Other assets - long term  Other non-current assets   587,064    3,972,266           4,559,330    587,064    4,833,808           5,420,872        3,574,228           3,574,228 
Total non-current assets Total non-current assets  Total non-current assets   466,534,960        (2,222,516)      464,312,444    456,361,200        (8,157,238)      448,203,962    389,814,834        (4,480,952)      385,333,882 
                                                                           
Total Assets TOTAL ASSETS  Total Assets  $497,455,234   $   $163,635      $497,618,869   $477,925,860   $   $(139,655)     $477,786,205   $409,016,887    $   $250,704      $409,267,591 
                                                                           
LIABILITIES AND STOCKHOLDERS’ EQUITY LIABILITIES AND STOCKHOLDERS’ EQUITY  LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                     
CURRENT LIABILITIES: CURRENT LIABILITIES  CURRENT LIABILITIES:                                                                     
Accounts payable and accrued expenses Accounts payable and accrued expenses  Accounts payable and accrued expenses  $12,037,720   $(3,001,433)  $(444,365)  (g)  $8,591,922   $11,945,674   $(2,926,703)  $94,866   (g)  $9,113,837   $14,234,571   $(2,328,234)  $(637,694)   (g)  $11,268,643 
Deposits for the sale of assets Deposits for the sale of assets  Deposits for the sale of assets   2,400,000               2,400,000    1,200,000               1,200,000                    
Lease liability – current Lease liability – current     54,327    (54,327)              106,778    (106,778)              102,465    (102,465)           
Income tax payable   Income tax payable           663,703  (b), (g)   663,703            124,472  (b), (g)   124,472        

    637,694   (g)    637,694 
Retainage payable   Retainage payable       3,001,433           3,001,433        2,926,703           2,926,703        2,328,234           2,328,234 
Long term debt – current portion Long term debt – current portion  Long term debt – current portion   23,576,982        87,366,478   (a)   110,943,460    23,454,711        92,486   (g)   23,547,197    11,554,427               11,554,427 
Other current liabilities    Other current liabilities       54,327    656   (g)   54,983        106,778           106,778        102,465           102,465 
Total current liabilities Total current liabilities  Total current liabilities   38,069,029        87,586,472       125,655,501    36,707,163        311,824       37,018,987    25,891,463               25,891,463 
                                                                           
NON-CURRENT LIABILITIES: NON-CURRENT LIABILITIES:  NON-CURRENT LIABILITIES:                                                                     
Long term debt Long term debt  Long term debt   191,316,684        (92,933,369)  (a),
(d)
   98,383,315    165,373,887        (201,970)  (d),
(g)
   165,171,917    115,137,434        (200,086)  (d)   114,937,348 
Lease liability – long term Lease liability – long term     88,553    (88,553)              48,553    (48,553)              160,149    (160,149)           
Deferred tax liability Deferred tax liability  Deferred tax liability   38,354,800        (1,138,916)  (b)   37,215,884    39,309,967        (2,650,492)  (b)   36,659,475    31,650,590        (2,635,745)  (b)   29,014,845 
Security deposits Security deposits  Security deposits   1,706,959               1,706,959    1,360,501               1,360,501    942,954               942,954 
Other non-current liabilities   Other non-current liabilities       88,553    502,187   (g)   590,740        48,553           48,553        160,149           160,149 
Total non—current liabilities Total non—current liabilities  Total non—current liabilities   231,466,996        (93,570,098)      137,896,898    206,092,908        (2,852,462)      203,240,446    147,891,127        (2,835,831)      145,055,296 
Total liabilities Total liabilities  Total liabilities   269,536,025        (5,983,626)      263,552,399    242,800,071        (2,540,638)      240,259,433    173,782,590        (2,835,831)      170,946,759 
                                                                           
EQUITY: EQUITY:  EQUITY:                                                                     
Membership units Capital Quotes  Membership units                                         100               100 
Common share capital Additional paid-in-capital  Additional paid-in-capital  $168,142,740               168,142,740    168,142,740               168,142,740    168,142,696               168,142,696 
  Common share capital  Common share capital                                                                     
Retained earnings Accumulated earnings  Retained earnings   58,544,743        6,194,569   (b), (d), (g)   64,739,312    54,394,213        2,316,489   (b), (d), (g)   56,710,702    49,606,841        2,977,356   (b), (d), (g)   52,584,197 
Foreign currency translation reserve Cumulative translation adjustment  Foreign currency translation reserve   (32,052,414)       (15,633)  (d)   (32,068,047)   (18,534,315)              (18,534,315)   (6,011,513)              (6,011,513)

Equity attributable to owners of the Group

Equity attributable to owners

 

Equity attributable to owners of the Group

   194,635,069        6,178,936       200,814,005    204,002,638        2,316,489       206,319,127    211,738,124        2,977,356       214,715,480 
Non-controlling interests Non—controlling interests  Non-controlling interests   33,284,140        (31,675)  (b), (d)   33,252,465    31,123,151        84,494   (b)   31,207,645    23,496,173        109,179   (b)   23,605,352 
Total equity Total equity  Total equity   227,919,209        6,147,261       234,066,470    235,125,789        2,400,983       237,526,772    235,234,297        3,086,535       238,320,832 
                                                                           
TOTAL LIABILITIES AND EQUITY TOTAL LIABILITIES AND EQUITY  TOTAL LIABILITIES AND EQUITY  $497,455,234   $   $163,635      $497,618,869   $477,925,860   $   $(139,655)     $477,786,205   $409,016,887   $   $250,704      $409,267,591 

 

F-90
 

 

The following summarizes the impact of the restatement on the Group’s consolidated statements of cash flows:

 

Per Current Caption Per Previous Caption  Per Current Caption  As Issued  

Policy

Changes

   Restatement Adjustments   Note  As Restated   As Issued  

Policy

Changes

   Restatement Adjustments   Note  As Restated 
        For the year ended December 31, 2022   For the year ended December 31, 2021 
Per Current Caption Per Previous Caption  Per Current Caption  As Issued  

Policy

Changes

   Restatement Adjustments   Note  As Restated   As Issued  

Policy

Changes

   Restatement Adjustments   Note  As Restated 
                                            
Cash flows from operating activities: Cash flows from operating activities:  Cash flows from operating activities:                                              
Profit for the year Profit for the year  Profit for the year  $7,679,322   $   $3,761,911   (b),
(d), (g)
   $11,441,233   $9,354,937   $   $(685,552)  (b), (d), (g)  $8,669,385 
Adjustments: Adjustments:  Adjustments:                                              
Depreciation and amortization Depreciation, amortization and retirement  Depreciation and amortization   158,741    (34,454)          124,287    139,748    148           139,896 
Provision for expected credit losses Bad debt reserve  Provision for expected credit losses   1,580,568        (109,578)  (g)   1,470,990    656,594        405,539   (g)   1,062,133 
Net foreign currency gain (loss) Unrealized foreign currency exchange (gain) loss  Net foreign currency gain (loss)   (325,135)              (325,135)   302,638               302,638 
Amortization of right-of-use assets Right of Use Amortization  Amortization of right-of-use assets   104,198               104,198    96,662               96,662 
Investment property valuation gain Investment properties valuation gain  Investment property valuation gain   (3,525,692)              (3,525,692)   (13,205,571)       595,444   (g)   (12,610,127)
Investment properties closing costs Investment properties closing costs                        355,322        (355,322)  (g)    
Financing costs   Financing costs       17,239,766    (5,473,040)  (d)   11,766,726        9,708,956    90,602   (d)   9,799,558 
Loss on sale of investment properties Loss on sale of investment properties  Loss on sale of investment properties   398,247               398,247                    
Loss on disposal of property and equipment   Loss on disposal of property and equipment       34,454    (4,185)  (g)   30,269        925           925 
Loss on debt extinguishment Borrowing cost write off due to refinancing  Loss on debt extinguishment   2,457,840    (2,457,840)              2,550    (2,550)           
Straight-line rent Rent leveling  Straight-line rent   (2,464,385)   41,038           (2,423,347)   (2,020,485)   36,119           (1,984,366)
Rent Incentive amortizations Rent Incentive amortizations     41,038    (41,038)              36,119    (36,119)           
Interest expense Interest expense     14,391,414    (14,391,414)              8,955,776    (8,955,776)           
Interest income from affiliates Interest income from affiliates  Interest income from affiliates   (561,372)              (561,372)   (424,838)              (424,838)
Income tax expense Deferred income tax  Income tax expense   (1,099,153)   1,789,797    1,545,863   (b)   2,236,507    8,584,143    288,222    (115,662)  (b)   8,756,703 
Current income tax Current income tax     1,789,797    (1,789,797)              288,222    (288,222)           
Other debt raising cost Other debt raising cost                        36,817         (36,817)  (g)    
Capital raising cost Capital raising cost                        1,351,201    (1,351,201)           
Deferred financing cost amortization Deferred financing cost amortization     278,556    (278,556)              514,440    (514,440)           
Office lease financing cost Office lease financing cost     13,400        (13,400)  (g)       15,292        (15,292)  (g)    
Gain on early termination of office leases Gain on early termination of office leases     (5,997)   5,997                               
                                                    
Working capital adjustments: Working capital adjustments:  Working capital adjustments:                                              
(Increase) decrease in: (Increase) decrease in:  (Increase) decrease in:                                              
Lease and other receivables, net Receivables  Lease and other receivables, net   (4,094,920)   1,171,926    4,015,543   (f)   1,092,549    (3,745,636)   (1,833,636)   393,783   (f)   (5,185,489)
Other current assets Other assets  Other assets   (117,592)   (1,177,923)          (1,295,515)   (419,520)   1,833,636           1,414,116 
Increase (decrease) in:   Increase (decrease) in:                                      
Accounts payable and accrued
expenses
Payables and accrued expenses  Accounts payable and accrued
expenses
   (978,256)   (725,917)   145,578   (g)   (1,558,595)   430,974    1,007,907    (819,675)  (g)   619,206 
Security deposits Security deposits  Security deposits   346,458               346,458    417,547               417,547 
Retainage payable   Retainage payable       74,730           74,730        598,469    64,951   (g)   663,420 
Income tax payable   Income tax payable       539,231           539,231        (492,438)          (492,438)
Income tax paid Income tax paid  Income tax paid   (324,624)              (324,624)   (1,392,680)              (1,392,680)
Net cash generated by operating activities Net cash provided by operating activities  Net cash generated by operating activities  $15,742,453   $   $3,868,692      $19,611,145   $10,330,252   $   $(478,001)     $9,852,251 
                                                    
Cash flows from investing activities: Cash flows from investing activities:  Cash flows from investing activities:                                              
Capital expenditure on investment properties Additions to investment property  Capital expenditure on investment properties  $(40,975,109)              (40,975,109)   (70,083,632)   21,828,899           (48,254,733)
Stabilized assets acquisitions, net of closing costs Additions to Stabilized Assets Acquisitions  Acquisitions of investment properties, net of closing costs                          (22,443,229)          (22,443,229)
Purchases of property and equipment Additions to property, furniture and equipment  Purchases of property and equipment   (88,462)       (25)  (g)   (88,487)   (97,687)              (97,687)
Proceeds from sale of investment properties Proceeds from the deposits received for the sale of investment properties  Proceeds from sale of investment properties   8,874,753               8,874,753                    
Proceeds for asset held for sale Proceeds from the deposits received for sale of land inventory  Proceeds for asset held for sale   1,200,000               1,200,000    1,200,000               1,200,000 
Loans to affiliates Due from related parties  Loans to affiliates   (2,100,000)              (2,100,000)   (685,000)              (685,000)
Loans to tenants for lease improvements    Loans to tenants for lease improvements           (4,687,480)  (f)   (4,687,480)             (801,384)  (f)   (801,384)
Repayments on loans to tenants    Repayments on loans to tenants           671,937   (f)   671,937              407,600   (f)   407,600 
Additions to land inventory Additions to land inventory                        (614,330)   614,330           - 
Restricted cash equivalent Restricted cash  Restricted cash equivalent   620,450               620,450    3,812,470               3,812,470 

Net cash used in investing activities

Net cash used in investing activities

 

Net cash used in investing activities

  $(32,468,368)  $   $(4,015,568)     $(36,483,936)  $(66,468,179)  $   $(393,784)     $(66,861,963)
                                                    
Cash flows from financing activities: Cash flows from financing activities:  Cash flows from financing activities:                                              
Long term debt borrowing Long term debt borrowing  Long term debt borrowing  $44,217,867   $   $      $44,217,867   $78,626,400   $   $      $78,626,400 
Long term debt repayment Long term debt repayment  Long term debt repayment   (13,335,183)              (13,335,183)   (11,860,052)              (11,860,052)
Cash paid for raising debt Cash paid for raising debt  Cash paid for raising debt   (41,550)              (41,550)   (1,107,804)       36,817   (g)   (1,070,987)
Interest and commitment fee paid Interest and commitment fee paid  Interest and commitment fee paid   (14,505,955)              (14,505,955)   (9,391,336)              (9,391,336)
Capital contributions from non-controlling partners Capital contributions from non-controlling partners  Capital contributions from non-controlling partners   700,000               700,000    4,084,160               4,084,160 
Distributions to non-controlling partners Distributions to non-controlling partners  Distributions to non-controlling partners   (2,067,803)              (2,067,803)   (1,024,747)              (1,024,747)
Office lease payments Office lease liability repayments  Office lease payments   (163,072)              (163,072)   (99,380)              (99,380)
Equity issuance costs paid Equity issuance costs paid     (149,109)       149,109   (g)       (817,125)       817,125   (g)    
Debt extinguishment cost Debt extinguishment cost                        (2,550)       2,550   (g)    
Lease financing cost paid Lease financing cost paid     (13,400)       13,400   (g)       (15,292)       15,292   (g)    
Net cash provided by financing activities Net cash provided by financing activities  Net cash provided by financing activities  $14,641,795   $   $

 

162,509

      $14,804,304   $58,392,274   $   $871,784      $59,264,058 
                                                    
Effects of exchange rate fluctuations on cash held Effects of exchange rate fluctuations on cash held  Effects of exchange rate fluctuations on cash held   (288,121)       (15,633)  (d)   (303,754)   (352,796)              (352,796)
Net decrease in cash and cash equivalents Net decrease in cash and cash equivalents  Net decrease in cash and cash equivalents   (2,372,241)              (2,372,241)   1,901,551        (1)  (g)   1,901,550 
                                                  
Cash and cash equivalents at the beginning of year Cash and cash equivalents at the beginning of year  Cash and cash equivalents at the beginning of year   17,360,353               17,360,353    15,458,803               15,458,803 
                                                    
Cash and cash equivalents at the end of year — Note 8 Cash and cash equivalents at the end of year — Note 8  Cash and cash equivalents at the end of year — Note 8  $14,988,112   $   $      $14,988,112   $17,360,354   $   $(1)  (g)  $17,360,353 

 

F-91
 

 

26. SUBSEQUENT EVENTS

 

The Group’s management has evaluated the occurrence of the significant events after the reporting date of the financial statements and the following has been considered as significant to disclose:

 

Asset Held for Sale - On April 24, 2023, the Group closed on  the sale of certain land lot hold by LatAm Parque Logistico San José - Verbena partnership within Costa Rica, as disclosed in Note 13.

 

Debt -

 

From January 2023 to May 2023, the Group drew on one of its debt facilities with BAC San José, S.A. for a total of $7,008,100 to finance the construction of the La Verbena project in Costa Rica. The related interest expense directly attributable to the construction is capitalized. In March 2023, this debt facility was modified with a fixed interest rate of 8.12% for the following 6 months. The fixed rate period for this debt facility was further extended until the end of December 2023.
On March 15, 2023, the Group extended the Bridge Loan with Banco BTG Pactual, S.A. (Cayman Branch) of $15,000,000 for an additional 12 months. The interest rate of the extended loan is SOFR plus 600 basis points. The facility was fully paid in May 2023.
On April 28, 2023, the Group refinanced the debt outstanding with Davivienda de Costa Rica ($60,269,136) and Promerica de Costa Rica S.A. ($6,613,114) and four of its debt facilities with BAC Credomatic ($12,612,703) with mortgage loans denominated in USD with Banco Nacional de Costa Rica for an aggregate amount of $107,353,410. The new mortgage loans mature in 25 years. The interest rate consists of a weighted average fixed rate of 5.9% in the first year, 6.3% in the second year and a variable rate after the third year of a weighted average of 146.5 basis points over 3-month SOFR.
On June 30, 2023, the Group and IFC agreed to amend the loan agreement (the “June 2023 Amendment”). The June 2023 Amendment provided for the reference rate switch from LIBOR to SOFR and a 0.428% increase in the credit spread. Accordingly, upon the June 2023 Amendment and starting from the first interest payment date occurring after June 30, 2023, the Tranche 1 Loans will bear interest at a rate of 4.25% per annum plus 6-month SOFR (plus the applicable credit spread). The Tranche 2 Loans will bear interest at a rate of 5.25% per annum plus 6-month SOFR (plus the applicable credit spread) until maturity.
On August 25, 2023 and August 30, 2023, the Group entered into two new line of credit agreement with BTG Pactual Colombia S.A. for COP 15,000,000,000 and COP 10,000,000,000 (approximately $3,679,266 and $2,433,042 at the date the transactions were initiated), respectively. Interest is calculated and paid monthly at the rate of a one-month Colombian IBR plus 720 basis points. Principal repayment is due at maturity, on August 25, 2024 and August 30, 2024, respectively. This debt agreement is guaranteed by the trust established for Latam Logistic Col Propco Cota 1, where Banco BTG Pactual Colombia S.A is established as a guaranteed creditor, with three underlying properties defined as guarantees. As of the issuance date, the Group has drawn COP 15,000,000,000 from the line of credit entered on August 25, 2023. No amount was drawn from the line of credit entered on August 30, 2023.
On August 31, 2023, the Group repaid in full the principal on its debt to ITAÚ Corpbanca of COP 32,795,000,000 (approximately $8,027,053 at the date the transaction was initiated), along with accrued interest and commission on repayment for COP 644,131,568 (approximately $157,669 at the date the transaction was initiated), and COP 390,260,500 (approximately $95,527 at the date the transaction was initiated) respectively.
On September 25, 2023, the Group obtained a waiver relating to specific debt covenant ratios required by its debt facilities with Bancolombia for COP 162,746,616,658 (approximately $33,833,649 at the date the transaction was initiated). The waiver removed the requirements for Latam Logistic COL PropCo Cota 1 S.A.S to comply with the covenant requirement to maintain a debt service coverage ratio of 1.2x during the 12-months ended December 31, 2023.

 

Construction Development and Service Agreement

 

On June 15, 2023, the Group has entered into a project development and management services agreement with a third party of which the Group will provide construction development services for the construction of 5 buildings in El Salvador for a total fixed development fee of $1,875,000 plus corresponding Value Added Tax (VAT). Upon completion of the construction development service, the Group will provide administrative services for the respective buildings in exchange of a fee calculated as 3% of gross monthly rent of the buildings plus VAT. The project development and management services agreement is subject to penalties upon violations and variable success fees due 6 months after completion of construction development.

 

Business Combination Agreement -

 

On August 15, 2023, the Group and TWO (NYSE:TWOA) (“TWOA”), a special purpose acquisition company, entered into a definitive business combination agreement (the “BCA”), pursuant to which LLP would become publicly listed on the U.S. stock exchange. Pursuant to the BCA, LLP and TWOA will merge with newly-formed subsidiaries of a holding company (“Pubco”) and Pubco will be the parent company of TWOA and LLP following the consummation of the business combination. Upon the closing of the transaction contemplated by the business combination agreement, the ordinary shares of Pubco are expected to be listed on the New York Stock Exchange (“NYSE”) under the new ticker symbol “LLP”. Under the terms of the BCA, total consideration to be paid to the Group’s shareholders at the closing will be an amount equal to $286,000,000, payable in newly issued Pubco Ordinary Shares, each valued at $10.00.

 

Sale of Investment Property -

 

On September 27, 2023, the Group initiated the sale of an investment property, Latam Parque Logistico Building 500 in Calle 80, to a third party. The net carrying value of the investment property was $19,051,459 and the cash sale price was COP 79,850,000,000 (approximately $20,364,257 at the date the sale was initiated). Consideration will be used to settle liabilities directly associated with the investment property with proceeds collected by the Group in full within fifteen months, through five installment payments, as specified in the sale agreement.

 

27. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

 

The consolidated financial statements were authorized for issue by the Group’s management on October 18, 2023.

 

F-92
 

 

LatAm Logistic Properties, S.A.

 

Condensed Consolidated Interim Financial Statements

 

As of September 30, 2023 and December 31, 2022 (restated), and for the three and nine months ended September 30, 2023 and 2022 (restated)

 

F-93
 

 

LATAM LOGISTIC PROPERTIES, S.A.

 

TABLE OF CONTENTS

 

 

  Page
   
CONDENSED CONSOLIDATED Interim STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (loss) F-95
cONDENSED CONSOLIDATED Interim STATEMENTS OF FINANCIAL POSITION F-96
CONDENSED CONSOLIDATED Interim STATEMENTS OF CHANGES IN EQUITY F-97
CONDENSED CONSOLIDATED Interim STATEMENTS OF CASH FLOWS F-98
NOTES TO THE CONDENSED CONSOLIDATED Interim FINANCIAL STATEMENTS F-99

 

F-94
 

 

LATAM LOGISTIC PROPERTIES, S.A. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(in U.S. Dollars)

 

      For the Three Months Ended
September 30
   For the Nine Months Ended
September 30
 
      2023   2022
(As Restated - Note 16)
   2023   2022
(As Restated - Note 16)
 
   Notes  (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited) 
REVENUES                   
Rental revenue  3  $10,175,293   $8,155,142   $27,793,027   $23,571,135 
Other      38,896    96,848    74,916    97,303 
Total revenues      10,214,189    8,251,990    27,867,943    23,668,438 
                        
Investment property operating expense  4   (1,509,044)   (1,341,615)   (4,032,138)   (3,901,944)
General and administrative      (2,519,836)   (1,277,916)   (4,834,222)   (3,950,419)
Investment property valuation gain  7   9,826,109    1,686,881    21,688,490    9,689,406 
Interest income from affiliates  13   159,850    159,850    474,338    401,522 
Financing costs  9   (5,646,861)   (4,013,345)   (23,283,779)   (7,077,622)
Net foreign currency gain (loss)      13,595    (43,860)   243,367    146,939 
Gain on sale of investment properties  7               87,976 
Gain on sale of asset held for sale  8           1,022,853     
Other income      31,703    27,980    131,213    67,803 
Other expenses      (3,345,296)   (249,547)   (3,483,718)   (334,861)
Profit before taxes      7,224,409    3,200,418    15,794,347    18,797,238 
                        
INCOME TAX (EXPENSE) BENEFIT  11   (4,853,279)   (3,088,378)   (6,632,916)   (4,752,535)
                        
PROFIT FOR THE PERIOD     $2,371,130   $112,040   $9,161,431   $14,044,703 
                        
OTHER COMPREHENSIVE INCOME (LOSS):                       
Items that may be reclassified subsequently to profit or loss:                       
Translation gain (loss) from functional currency to reporting currency      2,456,718    (6,738,137)   12,277,835    (9,540,932)
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD     $4,827,848   $(6,626,097)  $21,439,266   $4,503,771 
                        
PROFIT (LOSS) FOR THE PERIOD ATTRIBUTABLE TO:                       
Owners of the Group     $1,351,495   $(213,087)  $4,959,776   $11,652,782 
Non-controlling interests      1,019,635    325,127    4,201,655    2,391,921 
Total profit for the period     $2,371,130   $112,040   $9,161,431   $14,044,703 
                        
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO:                       
Owners of the Group     $3,808,212   $(6,951,224)  $17,237,610   $2,111,850 
Non-controlling interests      1,019,636    325,127    4,201,656    2,391,921 
Total comprehensive income (loss) for the period     $4,827,848   $(6,626,097)  $21,439,266   $4,503,771 
Weighted average number of shares – basic and diluted      168,142,740    168,142,740    168,142,740    168,142,740 
Earnings (loss) per share attributable to owners of the Group – basic and diluted  10  $ 0.008    $ (0.001 )   $ 0.029    $ 0.069  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

F-95
 

 

LATAM LOGISTIC PROPERTIES, S.A. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

(in U.S. Dollars)

 

          December 31, 2022 
   Notes  September 30, 2023
(Unaudited)
   (As Restated - Note 16)
(Unaudited)
 
ASSETS             
CURRENT ASSETS:             
Cash and cash equivalents     $11,658,044   $14,988,112 
Due from affiliates  13   9,273,282    8,798,945 
Lease and other receivables, net  6   2,988,263    2,516,525 
Asset held for sale  8   17,801,991    2,977,147 
Prepaid construction costs      1,750,708    2,317,383 
Other current assets      3,002,799    1,708,313 
Total current assets      46,475,087    33,306,425 
              
NON-CURRENT ASSETS:             
Investment properties  7   494,917,388    449,036,633 
Tenant notes receivables – long term, net  6   6,202,416    6,796,584 
Restricted cash equivalent      1,303,136    3,252,897 
Property and equipment, net      367,555    427,719 
Deferred tax asset  11   162,493    239,281 
Other non-current assets      4,929,971    4,559,330 
Total non-current assets      507,882,959    464,312,444 
              
TOTAL ASSETS     $554,358,046   $497,618,869 
              
LIABILITIES AND SHAREHOLDERS’ EQUITY             
CURRENT LIABILITIES:             
Accounts payable and accrued expenses     $9,827,152   $8,591,922 
Deposits for the sale of assets  8       2,400,000 
Income tax payable  11   665,462    663,703 
Retainage payable      1,655,782    3,001,433 
Long term debt – current portion  9   10,542,849    110,943,460 
Liabilities related to asset held for sale  8   8,345,189     
Other current liabilities      666,420    54,983 
Total current liabilities      31,702,854    125,655,501 
              
NON—CURRENT LIABILITIES:             
Long term debt  9   224,145,449    98,383,315 
Deferred tax liability  11   40,072,680    37,215,884 
Security deposits      1,790,554    1,706,959 
Other non-current liabilities      3,163,710    590,740 
Total non-current liabilities      269,172,393    137,896,898 
              
TOTAL LIABILITIES      300,875,247    263,552,399 
              
EQUITY:             
Common share capital      168,142,740    168,142,740 
Retained earnings      69,699,088    64,739,312 
Foreign currency translation reserve       (19,790,212 )     (32,068,047 )
Equity attributable to owners of the Group      218,051,616    200,814,005 
Non-controlling interests      35,431,183    33,252,465 
Total equity      253,482,799    234,066,470 
              
TOTAL LIABILITIES AND EQUITY     $554,358,046   $497,618,869 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

F-96
 

 

LATAM LOGISTIC PROPERTIES, S.A. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(in U.S. Dollars)

 

   Attributable to owners of Common
Shares of the Group
       Foreign
currency
   Equity
attributable to
         
   Number of Shares   Common share capital   Retained Earnings   translation
reserve
   owners of the Group   Non—Controlling
Interests
   Total Equity 
BALANCE AS OF DECEMBER 31, 2022 (As Restated)   168,142,740   $168,142,740   $64,739,312   $(32,068,047)  $200,814,005   $33,252,465   $234,066,470 
Profit for the period           4,959,776        4,959,776    4,201,655    9,161,431 
Other comprehensive income (loss)               12,277,835    12,277,835        12,277,835 
Total comprehensive income (loss) for the period           4,959,776    12,277,835    17,237,611    4,201,655    21,439,266 
Capital contributions                       2,500,000    2,500,000 
Distributions paid to non-controlling interests                       (4,522,937)   (4,522,937)
BALANCE AS OF SEPTEMBER 30, 2023 (Unaudited)   168,142,740   $168,142,740   $69,699,088   $(19,790,212)  $218,051,616   $35,431,183   $253,482,799 

 

   Attributable to owners of Common
Shares of the Group
       Foreign
currency
   Equity
attributable to
         
   Number of Shares   Common share capital   Retained Earnings   translation
reserve
   owners of the Group   Non—Controlling
Interests
   Total Equity 
BALANCE AS OF DECEMBER 31, 2021 (As Previously Reported)   168,142,740   $168,142,740   $54,394,213   $(18,534,315)  $204,002,638   $31,123,151   $235,125,789 
Impact of restatement (Note 16)           2,316,489        2,316,489    84,494    2,400,983 
BALANCE AS OF DECEMBER 31, 2021 (As Restated)   168,142,740    168,142,740    56,710,702    (18,534,315)   206,319,127    31,207,645    237,526,772 
Profit for the period           11,652,782        11,652,782    2,391,921    14,044,703 
Other comprehensive income (loss)               (9,540,932)   (9,540,932)       (9,540,932)
Total comprehensive income (loss) for the period           11,652,782    (9,540,932)   2,111,850    2,391,921    4,503,771 
Capital contributions                       700,000    700,000 
Distributions paid to non-controlling interests                       (1,104,231)   (1,104,231)
BALANCE AS OF SEPTEMBER 30, 2022 (Unaudited)   168,142,740   $168,142,740   $68,363,484   $(28,075,247)  $208,430,977   $33,195,335   $241,626,312 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

F-97
 

 

LATAM LOGISTIC PROPERTIES, S.A. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(in U.S. Dollars)

 

      For the nine months ended
September 30 (Unaudited)
 
   Notes  2023   2022
(As Restated
– Note 16)
 
Cash flows from operating activities:             
Profit for the period     $9,161,431   $14,044,703 
Adjustments:             
Depreciation and amortization      80,312    95,170 
Provision for expected credit losses  6   (27,070)   1,193,293 
Net foreign currency gain      (254,266)   (151,361)
Amortization of right-of-use assets      43,771    78,435 
Investment property valuation gain  7   (21,688,490)   (9,689,406)
Financing costs  9   23,283,779    7,077,622 
Gain on disposition of asset held for sale  8   (1,022,853)    
Gain on sale of investment properties          (87,976)
Loss on disposal of property and equipment      83,389    28,915 
Straight-line rent      269,786    (1,968,096)
Interest income from affiliates  13   (474,338)   (401,522)
Income tax expense  11   6,632,916    4,752,535 
Working capital adjustments      1,664,717    2,940,877 
Taxes paid  11   (3,144,709)   (153,511)
Net cash generated by operating activities     $14,608,375   $17,759,678 
              
Cash flows from investing activities:             
Capital expenditure on investment properties  7  $(20,372,152)  $(31,129,536)
Purchase of property and equipment      (106,306)   (42,761)
Proceeds from sale of asset held for sale  8   1,600,000    1,200,000 
Proceeds from sale of investment properties          4,887,976 
Loans to affiliates  13       (2,100,000)
Loans to tenants for lease improvement  6       (4,590,000)
Repayments on loans to tenants  6   565,398    532,244 
Restricted cash      1,949,761    624,115 
Net cash used in investing activities     $(16,363,299)  $(30,617,962)
              
Cash flows from financing activities:             
Long term debt borrowing  9  $121,888,624   $34,690,338 
Long term debt repayment  9   (101,047,865)   (9,914,876)
Cash paid for raising debt  9   (425,820)   (39,557)
Debt extinguishment cost paid  9   (1,552,683)    
Interest and commitment fee paid  9   (18,257,710)   (10,394,421)
Capital contributions from non-controlling partners      2,500,000    700,000 
Distributions to non-controlling partners      (4,522,937)   (1,104,231)
Repayment of office lease liabilities      (32,632)   (82,017)
Net cash (used) provided by financing activities     $(1,451,023)  $13,855,236 
              
Effects of exchange rate fluctuations on cash held      (124,121)   (426,169)
Net decrease in cash and cash equivalents      (3,330,068)   570,783 
Cash and cash equivalents at the beginning of period      14,988,112    17,360,353 
Cash and cash equivalents at the end of period     $11,658,044   $17,931,136 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

F-98
 

 

LATAM LOGISTIC PROPERTIES, S.A. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

(in U.S. Dollars)

 

 

1. NATURE OF BUSINESS

 

Latam Logistic Properties, S.A. (“LLP” or “Parent Company”) is a company organized in accordance with the laws of the Republic of Panama, constituted as a limited liability company, by public deed dated April 29, 2015, and registered before the Public Registry of Panama on May 4, 2015. The registered office is located in BMW Plaza, 9th floor, Calle 50, Panama City, Republic of Panama.

 

Latam Logistic Properties, S.A., through its affiliates and subsidiaries (jointly referred to as “the Group” and individually as “Group entities”), is a fully-integrated, internally managed real estate company that develops, owns and manages a diversified portfolio of warehouse logistics assets in Central and South America.

 

The condensed consolidated financial statements of the Group as of September 30, 2023 and December 31, 2022 and for the three and nine months ended September 30, 2023 and 2022 include the condensed consolidated financial information of the parent company and its subsidiaries.

 

These unaudited condensed consolidated financial statements do not include all information and disclosures required for the annual consolidated financial statements and should be read in conjunction with the Group’s audited consolidated financial statements and notes as of and for the years ended December 31, 2022 and 2021.

 

Business Combination Agreement - On August 15, 2023, the Group and TWO (NYSE:TWOA) (“TWOA”), a special purpose acquisition company, entered into a definitive business combination agreement, pursuant to which LLP would become publicly listed on the U.S. stock exchange. Pursuant to the business combination agreement, LLP and TWOA will merge with newly-formed subsidiaries of a to-be-formed holding company (“Pubco”) and Pubco will be the parent company of TWOA and LLP following the consummation of the business combination. Upon the closing of the transaction contemplated by the business combination agreement, the ordinary shares of Pubco are expected to be listed on the New York Stock Exchange (“NYSE”) under the new ticker symbol “LLP”.

 

2. MATERIAL ACCOUNTING POLICY INFORMATION

 

  a. Basis of Accounting - The condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”).

 

The condensed consolidated interim financial statements have been prepared on the historical cost basis except certain investment properties that are measured at fair value as of end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

 

F-99
 

 

The Group management believes that all adjustments that are required for a proper presentation of the financial information are incorporated in these condensed consolidated financial statements.

 

  b. Going Concern – The accompanying condensed consolidated financial statements are prepared on a going concern basis in accordance with International Accounting Standard (“IAS”) 1, Presentation of Financial Statements, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

In September 2023, the Group restructured its debt with Bancolombia, S.A. (“Bancolombia”) to defer principal payments until May 2024, at which point the Group will have 12 months to pay the deferred principal. The Group also obtained a waiver for the Bancolombia debt service coverage ratio covenant, which was breached in June 2023, thereby waiving compliance with this ratio covenant through December 31, 2023, after which the next debt service coverage ratio compliance testing date will be in June 2024. The outstanding Bancolombia loan balance as of September 30, 2023 was $39.4 million, of which approximately $0.6 million was classified within current liabilities in the condensed consolidated interim statement of financial position.

 

While the Group has fulfilled all debt service payments required by its lending agreements in all jurisdictions to date, current interest rates in Colombia make it probable that further debt waivers, restructuring, or repayment will be necessary relating to the Bancolombia loan prior to May 2024, when principal payments resume on the loan. No other guarantees have been provided by the Group’s other subsidiaries that would put the Group’s operations outside of Colombia at risk in event of foreclosure. While the $6.0 million in revenue generated by the Group’s Colombian operations for the nine months ended September 30, 2023 represents 21.6% of the Group’s consolidated revenues for the period, the Group’s operations outside of Colombia are expected to be profitable and generate adequate liquidity to provide for continued operations. Therefore, in the event that the Group is unable to obtain further debt waivers, restructure the debt, or otherwise repay the Bancolombia loan, Bancolombia would likely foreclose on the Colombian properties. Considering planned mitigating activities, management believes that this does not create material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern.

 

  c. New and amended IFRS accounting standards that are effective for the current year

 

  i. The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2022, except for the adoption of new standards effective as of January 1, 2023.

 

Several amendments apply for the first time in 2023, but do not have an impact on the interim condensed consolidated financial statements of the Group.

 

F-100
 

 

  Amendments to IFRS 3 Reference to the Conceptual Framework - The Group has adopted the amendments to IFRS 3 Business Combinations for the first time in the current year. The amendments update IFRS 3 so that it refers to the 2018 Conceptual Framework instead of the 1989 Framework. They also add to IFRS 3 a requirement that, for obligations within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets, an acquirer applies IAS 37 to determine whether at the acquisition date a present obligation exists as a result of past events. For a levy that would be within the scope of IFRIC 21 Levies, the acquirer applies IFRIC 21 to determine whether the obligating event that gives rise to a liability to pay the levy has occurred by the acquisition date. The adoption of the amendment has no material impact to the Group.
     
  Amendments to IAS 16 Property, Plant and Equipment - Proceeds before Intended Use - The Group has adopted the amendments to IAS 16 for the first time in the current year. The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced before that asset is available for use, i.e. proceeds while bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Consequently, an entity recognizes such sales proceeds and related costs in profit or loss. The entity measures the cost of those items in accordance with IAS 2 Inventories.

 

The amendments also clarify the meaning of “testing whether an asset is functioning properly”. IAS 16 now specifies this as assessing whether the technical and physical performance of the asset is such that it is capable of being used in the production or supply of goods or services, for rental to others, or for administrative purposes.

 

If not presented separately in the statement of comprehensive income, the financial statements shall disclose the amounts of proceeds and cost included in profit or loss that relate to items produced that are not an output of the entity’s ordinary activities, and which line item(s) in the statement of comprehensive income include(s) such proceeds and cost. The adoption of the amendments has no material impact to the Group.

 

  Amendments to IAS 37 Onerous Contracts - Cost of Fulfilling a Contract - The Group has adopted the amendments to IAS 37 for the first time in the current year. The amendments specify that the cost of fulfilling a contract comprises the costs that relate directly to the contract. Costs that relate directly to a contract consist of both the incremental costs of fulfilling that contract (examples would be direct labour or materials) and an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract). The adoption of the amendment has no material impact to the Group.

 

F-101
 

 

  Amendments to IAS 12 Income Taxes - The amendments require an exception to IAS 12, whereby an entity does not recognize or disclose information about deferred tax assets and liabilities specifically related to tax laws that have been enacted or substantively enacted to implement the Organization for Economic Co-operation and Development’s international tax reform recommendations known as the Pillar Two model rules. The Group has applied the exception which was effective upon the issuance of the amendments and did not have any DTAs or DTLs on 30 September 2023 that had not been recognized as a result of the application of this exception. The adoption of the amendment has no material impact to the Group.
     
  Amendments to IAS 1 - Presentation of Financial Statements - Classification of Liabilities as Current or Non-Current (“2020 Amendment”) - The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of “settlement” to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The Group has early adopted the amendment as of January 1, 2023 together with the 2022 Amendment mentioned below.
     
  Amendments to IAS 1 - Presentation of Financial Statements - Non-Current Liabilities with Covenants (“2022 Amendment”) - The amendments specify that only covenants that an entity is required to comply with on or before the end of the reporting period affect the entity’s right to defer settlement of a liability for at least twelve months after the reporting date (and therefore must be considered in assessing the classification of the liability as current or non-current). Such covenants affect whether the right exists at the end of the reporting period, even if compliance with the covenant is assessed only after the reporting date (e.g. a covenant based on the entity’s financial position at the reporting date that is assessed for compliance only after the reporting date).

 

The IASB also specifies that the right to defer settlement of a liability for at least twelve months after the reporting date is not affected if an entity only has to comply with a covenant after the reporting period. However, if the entity’s right to defer settlement of a liability is subject to the entity complying with covenants within twelve months after the reporting period, an entity discloses information that enables users of financial statements to understand the risk of the liabilities becoming repayable within twelve months after the reporting period. This would include information about the covenants (including the nature of the covenants and when the entity is required to comply with them), the carrying amount of related liabilities and facts and circumstances, if any, that indicate that the entity may have difficulties complying with the covenants.

 

F-102
 

 

The Group early adopted the amendment as of January 1, 2023. Note 9 contains the detail disclosures related to the Group’s compliance with debt covenants.

 

Amendments to IAS 1 - Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements - The IASB amended IAS 1 to require entities to disclose their material rather than their significant accounting policies. The amendments define what is ‘material accounting policy information’ and explain how to identify when accounting policy information is material. They further clarify that immaterial accounting policy information does not need to be disclosed. If it is disclosed, it should not obscure material accounting information. To support this amendment, the IASB also amended IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on how to apply the concept of materiality to accounting policy disclosures.

 

Amendments to IAS 8 - Accounting Policies Changes in Accounting Estimates and Errors - The amendment to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors clarifies how companies should distinguish changes in accounting policies from changes in accounting estimates. The distinction is important, because changes in accounting estimates are applied prospectively to future transactions and other future events, whereas changes in accounting policies are generally applied retrospectively to past transactions and other past events as well as the current period. The adoption of the amendment has no material impact to the Group. Note 16 contains certain disclosures related to accounting policy changes of the Group and restatement of prior period financial statements.

 

Amendments to IAS 12 Income Taxes - Deferred Tax related to Assets and Liabilities arising from a Single Transaction - The amendments to IAS 12 Income Taxes require companies to recognize deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. They will typically apply to transactions such as leases of lessees and decommissioning obligations, and will require the recognition of additional deferred tax assets and liabilities. The amendment should be applied to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, entities should recognize deferred tax assets (to the extent that it is probable that they can be utilized) and deferred tax liabilities at the beginning of the earliest comparative period for all deductible and taxable temporary differences associated with: (i) right-of-use assets and lease liabilities; and (ii) decommissioning, restoration and similar liabilities, and the corresponding amounts recognized as part of the cost of the related assets. The cumulative effect of recognizing these adjustments is recognized in retained earnings, or another component of equity, as appropriate. The adoption of the amendment has no material impact to the Group.

 

F-103
 

 

d.New and amended IFRS accounting standards issued but not yet effective - At the date of authorization of these financial statements, the Group has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective:

 

Amendments to IFRS 10 - Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture - The amendments to IFRS 10 and IAS 28 deal with situations where there is a sale or contribution of assets between an investor and its associate or joint venture. Specifically, the amendments state that gains or losses resulting from the loss of control of a subsidiary that does not contain a business in a transaction with an associate or a joint venture that is accounted for using the equity method, are recognised in the parent’s profit or loss only to the extent of the unrelated investors’ interests in that associate or joint venture. Similarly, gains and losses resulting from the remeasurement of investments retained in any former subsidiary (that has become an associate or a joint venture that is accounted for using the equity method) to fair value are recognised in the former parent’s profit or loss only to the extent of the unrelated investors’ interests in the new associate or joint venture.

 

The effective date of the amendments has yet to be set by the IASB; however, earlier application of the amendments is permitted. The directors of the Group anticipate that the application of these amendments may have an impact on the Group’s consolidated financial statements in future periods should such transactions arise.

 

F-104
 

 

3.REVENUE

 

The Group’s revenue was as follows:

 

  

Three months ended

September 30,

  

Nine months ended

September 30,

 
   2023   2022   2023   2022 
                     
Non-lease components of rental arrangements  $1,094,546   $875,314   $3,140,319   $2,455,124 
Other   38,896    96,848    74,916    97,303 
Revenue from contracts with customers (IFRS 15)   1,133,442    972,162    3,215,235    2,552,427 
Rental income   9,080,747    7,279,828    24,652,708    21,116,011 
Total revenue  $10,214,189   $8,251,990   $27,867,943   $23,668,438 

 

Note 5 contains further information of the Group’s revenue based on segment and geography.

 

The Group, through its subsidiaries, has entered into various operating leases agreements with customers for the rental of its investment properties. Most of the Group’s lease agreements associated with the investment properties contain an initial lease term from 5 to 10 years and generally include renewal options for one or more additional terms of varying lengths. The Group’s weighted average lease term remaining on leases in the operating properties and properties under development, based on the square footage of the leases in effect as of September 30, 2023 and 2022 was 5.5 years and 6.5 years, respectively.

 

These leases are based on a minimum rental payment in United States Dollars (USD) for properties located in Costa Rica and Peru, and Colombian Pesos (COP) for properties in Colombia, plus maintenance fees and recoverable expenses, and guarantee deposits associated with the agreements, which are commonly used for covering any repair, improvement tasks or as a final payment when the lease agreement ends.

 

4.INVESTMENT PROPERTY OPERATING EXPENSES

 

Rental property operating expenses were as follows:

 

  

Three months ended

September 30,

  

Nine months ended

September 30,

 
   2023   2022   2023   2022 
Repair and maintenance  $618,276   $405,913   $1,833,513   $1,167,240 
Utilities   101,602    106,390    317,842    218,998 
Insurance   96,030    79,280    269,168    225,258 
Property management   53,924    50,790    167,724    142,480 
Real estate taxes   233,394    88,940    662,744    268,001 
Expected credit loss adjustments   140,139    390,088    (27,070)   1,193,293 
Other property related expenses   265,679    220,214    808,217    686,674 
Total  $1,509,044   $1,341,615   $4,032,138   $3,901,944 

 

F-105
 

 

5.SEGMENT REPORTING

 

The Group has three operating segments, based on geographic regions consisting of Colombia, Peru, and Costa Rica. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), the Group’s Chief Executive Officer, in deciding how to allocate resources and assess the Group’s financial and operational performance. The CODM receives information and evaluates the business from a geographic perspective and reviews the Group’s internal reporting by geography in order to assess performance and allocate resources. As a result, the Group has determined the business operates in three distinct operating segments based on geography.

 

The three geographic segments, Colombia, Peru, and Costa Rica primarily derive revenue from various operating lease agreements with customers for the rental of warehouses. Each of these locations and corresponding operations are presented and managed and separately. The operating segments are each reportable segments, and aggregation of segments is not applied. Unallocated revenue consists of other revenue streams earned by operating subsidiaries that are not allocated to segments for CODM’s review. Unallocated expenses consist of certain corporate general and administrative expenses, investment property valuation gain, financing costs and certain transaction-related expenses that are not allocated to segments for CODM’s review, as well as financing costs for the bridge loan held by the parent entity.

 

There was no inter-segment revenue for the three months and nine months ended September 30, 2023 and 2022.

 

The tables below present information by segment presented to the CODM and reconciliations to the Group’s consolidated amounts.

 

F-106
 

 

The Group evaluates the performance of its reportable segments based on net operating income. Segment net operating income consists of segment investment property rental revenue less segment investment property operating expense.

 

   Three months ended September 30, 
   2023   2022 
Revenue:          
Colombia  $2,226,178   $1,467,158 
Peru   2,360,078    2,265,929 
Costa Rica   5,589,037    4,422,055 
Unallocated revenue   38,896    96,848 
Total  $10,214,189   $8,251,990 
           
Investment property operating expense:          
Colombia  $(261,035)  $(111,814)
Peru   (422,608)   (322,398)
Costa Rica   (825,401)   (907,403)
Total  $(1,509,044)  $(1,341,615)
           
Net operating income          
Colombia  $1,965,143   $1,355,344 
Peru   1,937,470    1,943,531 
Costa Rica   4,763,636    3,514,652 
Total  $8,666,249   $6,813,527 
           
General and administrative:          
Colombia  $(265,094)  $(259,566)
Peru   (306,774)   (228,423)
Costa Rica   (525,885)   (701,178)
Corporate   (1,422,083)   (88,749)
Total  $(2,519,836)  $(1,277,916)
           
Financing costs          
Colombia  $(2,156,213)  $(1,656,864)
Peru   (954,483)   (315,035)
Costa Rica   (2,529,762)   (2,039,686)
Corporate   (6,403)   (1,760)
Total  $(5,646,861)  $(4,013,345)

 

The following table reconciles segment net operating income to profit before taxes for the three months ended September 30, 2023 and 2022:

 

   Three months ended September 30, 
   2023   2022 
Net operating income  $8,666,249   $6,813,527 
Unallocated revenue   38,896    96,848 
General and administrative   (2,519,836)   (1,277,916)
Investment property valuation gain   9,826,109    1,686,881 
Interest income from affiliates   159,850    159,850 
Financing costs   (5,646,861)   (4,013,345)
Net foreign currency gain (loss)   13,595    (43,860)
Other income   31,703    27,980 
Other expenses   (3,345,296)   (249,547)
Profit before taxes  $7,224,409   $3,200,418 

 

F-107
 

 

The tables below present information by segment presented to the CODM and reconciliations to the Group’s consolidated amounts for the nine months ended September 30, 2023, and 2022.

 

   Nine months ended September 30, 
   2023   2022 
Revenue:          
Colombia  $6,007,582   $4,237,641 
Peru   7,049,033    6,237,308 
Costa Rica   14,736,412    13,096,186 
Unallocated revenue   74,916    97,303 
Total  $27,867,943   $23,668,438 
           
Investment property operating expense:          
Colombia  $(730,411)  $(410,565)
Peru   (1,245,407)   (914,029)
Costa Rica   (2,056,320)   (2,577,350)
Total  $(4,032,138)  $(3,901,944)
           
Net operating income          
Colombia  $5,277,171   $3,827,076 
Peru   5,803,626    5,323,279 
Costa Rica   12,680,092    10,518,836 
Total  $23,760,889   $19,669,191 
           
General and administrative:          
Colombia  $(728,132)  $(743,563)
Peru   (923,880)   (672,452)
Costa Rica   (1,606,595)   (2,324,514)
Corporate   (1,575,615)   (209,890)
Total  $(4,834,222)  $(3,950,419)
           
Financing costs          
Colombia  $(6,184,431)  $(4,635,879)
Peru   (2,728,579)   (1,311,379)
Costa Rica   (14,317,089)   (1,114,864)
Corporate   (53,680)   (15,500)
Total  $(23,283,779)  $(7,077,622)

 

The following table reconciles segment net operating income to profit before taxes for the nine months ended September 30, 2023 and 2022:

 

   Nine months ended September 30, 
   2023   2022 
Net operating income  $23,760,889   $19,669,191 
Unallocated revenue   74,916    97,303 
General and administrative   (4,834,222)   (3,950,419)
Investment property valuation gain   21,688,490    9,689,406 
Interest income from affiliates   474,338    401,522 
Financing costs   (23,283,779)   (7,077,622)
Net foreign currency gain   243,367    146,939 
Gain on sale of investment properties       87,976 
Gain on sale of asset held of sale   1,022,853     
Other income   131,213    67,803 
Other expenses   (3,483,718)   (334,861)
Profit before taxes  $15,794,347   $18,797,238 

 

F-108
 

 

Segment Assets and Liabilities

 

For the purposes of monitoring segment performance and allocating resources between segments, the CODM monitors select assets and liabilities attributable to each segment. The following table summarizes the Group’s total assets by reportable operating segment as of September 30, 2023 and December 31, 2022:

 

  

September 30,

2023

  

December 31,

2022

 
Segment investment properties          
Colombia  $121,568,371   $107,749,342 
Peru   122,031,891    105,121,058 
Costa Rica   251,317,126    236,166,233 
Total  $494,917,388   $449,036,633 
           
Reconciling items:          
Cash and cash equivalents   11,658,044    14,988,112 
Due from affiliates   9,273,282    8,798,945 
Lease and other receivables, net   2,988,263    2,516,525 
Land inventory   17,801,991    2,977,147 
Prepaid construction costs   1,750,708    2,317,383 
Other current assets   3,002,799    1,708,313 
Tenant notes receivables - long term, net   6,202,416    6,796,584 
Restricted cash equivalent   1,303,136    3,252,897 
Property and equipment, net   367,555    427,719 
Deferred tax asset   162,493    239,281 
Other non-current assets   4,929,971    4,559,330 
Total assets  $554,358,046   $497,618,869 
           
Segment debt          
Colombia  $44,971,400   $55,260,326 
Peru   28,166,733    35,662,360 
Costa Rica   161,550,165    118,404,089 
Total  $234,688,298   $209,326,775 
           
Reconciling items:          
Accounts payable and accrued expenses   9,827,152     8,591,922  
Deposits for the sale of assets       2,400,000 
Income tax payable   665,462     663,703  
Retainage payable   1,655,782    3,001,433 
Liabilities related to asset held for sale   8,345,189     
Other current liabilities   666,420    54,983 
Deferred tax liability   40,072,680    37,215,884 
Security deposits   1,790,554    1,706,959 
Other non-current liabilities   3,163,710    590,740 
Total liabilities  $300,875,247    263,552,399 

 

Geographic Area Information

 

   September 30, 2023   December 31, 2022 
Long-lived assets          
Colombia  $121,697,580   $107,807,334 
Peru   122,101,739    105,448,377 
Costa Rica   251,625,297    236,471,570 
Total  $495,424,616   $449,727,281 

 

F-109
 

 

6.LEASE AND OTHER RECEIVABLES, NET

 

As of September 30, 2023 and December 31, 2022, lease and other receivables, net were as follows:

 

   September 30, 2023   December 31, 2022 
         
Lease receivables, net  $2,087,036   $1,644,555 
Tenant notes receivables - short term, net   678,640    751,908 
Others   222,587    120,062 
Sub-total   2,988,263    2,516,525 
Tenant notes receivable - long term, net   6,202,416    6,796,584 
Lease and other receivables, net  $9,190,679   $9,313,109 

 

The expected credit loss allowance provision for lease receivables and tenant notes receivables as of September 30, 2023 and September 30, 2022 reconciled to the opening loss allowance for that provision as follows:

 

   September 30, 2023   September 30, 2022 
   Lease Receivables   Tenants Notes Receivables   Total   Lease Receivables   Tenants Notes Receivables   Total 
                         
Beginning balance  $2,646,337   $126,640   $2,772,977   $1,294,649   $62,089   $1,356,738 
Adjustments in loan loss allowance recognized in profit or loss during the period   (137,569)   110,499    (27,070)   1,181,514    11,779    1,193,293 
Receivables written-off during the period as uncollectible   (1,732,873)   (5,733)   (1,738,606)   (54,751)       (54,751)
Ending balance  $775,895   $231,406   $1,007,301   $2,421,412   $73,868   $2,495,280 

 

F-110
 

 

7.INVESTMENT PROPERTIES

 

As of September 30, 2023, the Group obtained a valuation from independent appraisers in order to determine the fair value of its investment properties. Gains and losses arising from changes in the fair values are included in the consolidated statements of profit or loss and other comprehensive income (loss) in the period in which they arise.

 

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

 

Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

 

Level 2 - Inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

 

Level 3 - Inputs are unobservable inputs for the asset or liability, among others, statistics information, and own Group’s information, in some instances based on the information provided by some independent experts.

 

As of September 30, 2023 and December 31, 2022, all investment properties are guaranteeing the Group’s debt.

 

a)As of September 30, 2023 and December 31, 2022, investment properties were as follows:

 

   Fair Market Value as of 
   September 30,   December 31, 
   2023   2022 
         
Land bank:          
Owned properties          
Colombia  $22,262,541   $16,394,722 
Peru    12,804,323     7,190,000 
Costa Rica       6,155,000 
Total Land Bank   35,066,864    29,739,722 
Properties under development:          
Properties under right-of-use          
Peru   6,390,000    614,523 
Sub-total   6,390,000    614,523 
Owned properties          
Colombia       20,708,910 
Peru   11,059,228    9,793,481 
Costa Rica   8,791,000    35,715,220 
Sub-total   19,850,228    66,217,611 
Total properties under development   26,240,228    66,832,134 
Operating properties          
Owned properties          
Colombia   99,305,830    70,645,712 
Peru   91,778,340    87,523,052 
Costa Rica   242,526,126    194,296,013 
Total operating properties   433,610,296    352,464,777 
Total operating properties and properties under development   459,850,524    419,296,911 
Total  $494,917,388   $449,036,633 

 

F-111
 

 

b)The reconciliation of investment properties for the nine months ended September 30, 2023 and 2022, were as follows:

 

   September 30, 2023   September 30, 2022 
         
Beginning balance  $449,036,633   $428,275,741 
Additions   19,271,252    31,293,578 
Disposition of investment properties       (4,485,129)
Transfer to asset held for sale   (17,801,991)   (4,800,000)
Gain on valuation of investment properties   21,688,490    9,689,406 
Translation effect from functional currency   22,723,004    (14,718,673)
Ending balance  $494,917,388   $445,254,923 

 

Disclosed below is the valuation technique used to measure the fair value of investment properties, along with the significant unobservable inputs used.

 

Valuation Techniques - This fair value measurement is considered Level 3 of the fair value hierarchy, except where otherwise noted below.

 

Operating Properties - The valuation model considers a combination of the present value of net cash flows to be generated by the property, the direct capitalization of the net operating income, and the replacement cost to construct a similar property.

 

i.The present value of net cash flows generated by the property takes into account the expected rental growth rate, vacancy periods, occupancy rate, lease incentive costs such as rent-free periods and other costs not paid by tenants. The expected net cash flows are discounted using risk adjusted discount rates. Among other factors, the discount rate estimation considers the quality of a building and its location, tenant credit quality and lease terms.

 

ii.The direct capitalization method. This method involves capitalizing a fully leased net operating income estimate by an appropriate yield. This approach is best utilized with stabilized assets, where there is little volatility in the net income and the growth prospects are also stable. It is most commonly used with single tenant investments or stabilized investments. involves capitalizing the property net operating income at a market capitalization rate. The net operating income is determined by using the property Effective Gross Income (EGI) net of operating expenses. The EGI is determined by the property’s Potential Gross Income (PGI) through analysis of the property actual historic income and an analysis of competitive current market income rates and deducting the PGI with an estimate for vacancy and collection.

 

iii.The cost approach. The cost approach involves the estimation of the replacement cost of the building and site improvements that a prudent and rational person would pay no more for a property than the cost to construct a similar and competitive property - assuming no undue delay in the process.

 

Properties Under Development - The valuation model considers the present value of net cash flows, direct capitalization, and the cost approaches adjusted by the net present value of the cost to complete and vacancy in the properties under construction.

 

F-112
 

 

 

Land Bank - The valuation model used for the land portfolio is a combination of sales comparison approach (or market approach), cost approach, residual land value approach and the discounted cash flow method. For undeveloped land, the market approach is used. For land that is under development, the market approach is used in conjunction with the cost approach and residual land value approach, and the discounted cash flow approach, to determine the fair value of the finished lots.

 

i.The sales comparison approach. This approach compares sales or listing of similar properties with the subject property using the price per square feet (Level 2 input). This approach is given supporting weight in this analysis because of the well-supported range of value within this approach and the likelihood that the subject could be purchased by an owner-user.

 

ii.The cost approach. This approach is based on the principle of substitution that a prudent and rational person would pay not more than the cost to construct a similar property. This approach generally considers estimated replacement cost of the land and the site improvements (e.g., infrastructure) and estimated depreciation accrued to the improvements (Level 2 input).

 

iii.The residual land value approach. This approach involves residual amount after deducting all known or anticipated costs required to complete the development from the anticipated value of the project when completed after consideration of the risks associated with the completion of the project (Level 2 input).

 

Significant Inputs as of September 30, 2023 and December 31, 2022 —

 

Property   Fair value hierarchy   Valuation techniques   Significant unobservable inputs   Value   Relationship of unobservable inputs to fair value
Operating Properties   Level 3   Discounted cash flows   Occupancy rate  

2023: 98.2%

2022: 98.1%

  The higher the occupancy rate, the higher the fair value.
      Risk adjusted discount rate  

2023: 10.7%

2022: 10.5%

  The higher the risk adjusted discount rate, the lower the fair value.
    Direct capitalization method   Risk adjusted residual capitalization rate  

2023: 8.0%

2022: 7.8%

  The higher the risk adjusted residual rate, the lower the fair value.
      Going in stabilized capitalization rate  

2023: 7.9%

2022: 7.5%

  The higher the stabilized capitalization rate, the lower the fair value
Properties Under Development   Level 3   Discounted cash flows   Occupancy rate  

2023: 99.0%

2022: 97.8%,

  The higher the occupancy rate, the higher the fair value.
      Risk adjusted discount rate  

2023:10.3%

2022: 10.4%

  The higher the risk adjusted discount rate, the lower the fair value.
    Direct capitalization method   Risk adjusted residual capitalization rate  

2023: 7.8%

2022: 7.8%

  The higher the risk adjusted residual rate, the lower the fair value.
      Going in stabilized capitalization rate  

2023: 7.8%

2022: 7.8%

  The higher the stabilized capitalization rate, the lower the fair value
Land Bank   Level 3   Discounted cash flows   Direct capitalization rate  

2023: 7.75%

2022: 7.75%

  The higher the stabilized capitalization rate, the lower the fair value
      Risk adjusted discount rate  

2023: 11.75%

2022: 11.25%

  The higher the risk adjusted discount rate, the lower the fair value. 

 

F-113
 

 

8.ASSET HELD FOR SALE

 

In late June 2023, the Group approved the plan to sell its investment property, Latam Parque Logistico Calle 80 Building 500A, to a third party. Since the asset is available for immediate sale in its present condition, and the sale is determined to be highly probable, the Group reclassified the associated assets and liabilities as held for sale as of September 30, 2023. The asset held for sale balance associated with Latam Parque Logistico Calle 80 Building 500A as of September 30, 2023 amounted to $17,801,991 and the liabilities related to the asset held for sale was $8,345,189. The Group closed the sale of Latam Parque Logistico Calle 80 Building 500A on November 24, 2023.

 

On May 21, 2021, the Group signed on behalf of LatAm Parque Logistico San José - Verbena partnership, the purchase and sale agreement for the sale of the fully serviced land parcel for $4,000,000. On May 24, 2021, the Group, through LatAm Parque Logistico San José - Verbena partnership, received the first installment payment of $1,200,000 from the buyer. The Group received the second installment of $1,200,000 on January 27, 2022 upon the conclusion of the land infrastructure work. Although the Group initially anticipated the sale to be completed within one year from the agreement execution date, unforeseen administrative delays related to title transfer arose, thereby extending the expected sale duration beyond one year. These delays were triggered by events or circumstances beyond the Group’s control. The sale subsequently closed in the second quarter of 2023 upon the transfer of the property title and the receipt of the third installment payment. The Group recognized a gain on sale of asset held for sale of $1,022,853 during the nine months ended September 30, 2023. As of December 31, 2022, the land lot and its respective infrastructure work is presented as an asset held for sale within the consolidated statements of financial position, with a value of $2,977,147 representing the carrying value of the asset.

 

F-114
 

 

9.LONG TERM DEBT

 

As of September 30, 2023 and December 31, 2022, the debt of the Group was as follows:

 

All loans are USD denominated, except loans in Colombia are COP denominated.

 

Financial Institution  Type  Expiration 

Annual

Interest

Rate

 

Restricted

Cash at

September 30,

2023

  

Restricted

Cash at

December 31,

2022

  

Remaining

Borrowing

Capacity at

September 30, 2023

  

Amount

Outstanding at

September 30,

2023

  

Amount

Outstanding at

December 31,

2022

 
Costa Rica (USD denominated) 
Banco Davivienda
Costa Rica, S.A.
  Mortgage Loan  Refinanced on April 28, 2023  3Mo SOFR +
435 bps,
no min. rate
  $   $874,210   $   $   $30,411,676 
Banco Davivienda
Costa Rica, S.A.
  Mortgage Loan  Refinanced on April 28, 2023  3Mo SOFR +
435.091 bps,
no min. rate
       309,814            11,355,244 
Banco Davivienda
Costa Rica, S.A.
  Mortgage Loan  Refinanced on April 28, 2023  3Mo SOFR +
435.091 bps,
no min. rate
       142,244            4,856,716 
Banco Davivienda
Costa Rica, S.A.
  Mortgage Loan  Refinanced on April 28, 2023  3Mo SOFR +
441.991 bps,
no min. rate
       339,900            10,731,686 
Banco Davivienda
Costa Rica, S.A.
  Mortgage Loan  Refinanced on April 28, 2023  3Mo SOFR +
435.091 bps,
no min. rate
       320,940            3,865,901 
BAC Credomatic, S.A.  Mortgage Loan  Refinanced on April 28, 2023  3Mo SOFR +
432 bps,
no min. rate
                   2,218,382 
BAC Credomatic, S.A.  Mortgage Loan  Refinanced on April 28, 2023  3Mo SOFR +
440 bps,
no min. rate
                   3,034,137 
BAC Credomatic, S.A.  Mortgage Loan  Refinanced on April 28, 2023  US Prime Rate +
110 bps,
no min. rate
                   972,476 
BAC Credomatic, S.A.  Mortgage Loan  Refinanced on April 28, 2023  3Mo SOFR +
439 bps,
no min. rate
                   6,562,983 
BAC Credomatic, S.A.  Mortgage Loan  Jul 1,2036  3Mo SOFR + 378 bps,
no min. rate (except for the fixed rate of 8.12% from March to August 2023)
           4,684,001    43,365,999    34,997,899 
Banco Promerica deCosta Rica, S.A.  Mortgage Loan  Refinanced on April 28, 2023  Prime Rate +
475 bps,
no min. rate
       2            6,697,365 

 

F-115
 

 

Financial Institution  Type  Expiration 

Annual

Interest

Rate

 

Restricted

Cash at

September 30,

2023

  

Restricted

Cash at

December 31,

2022

  

Remaining

Borrowing

Capacity at

September 30, 2023

  

Amount

Outstanding at

September 30,

2023

  

Amount

Outstanding at

December 31,

2022

 
Banco Nacional de
Costa Rica, S.A.
  Mortgage Loan  April 28, 2048  Year 1: 5.9%,
Year 2: 6.2%, Thereafter: 3Mo SOFR + 140 bps
               66,019,113     
Banco Nacional de
Costa Rica, S.A.
  Mortgage Loan  April 28, 2048  Year 1: 5.9%,
Year 2: 6.2%, Thereafter: 3Mo SOFR + 140 bps
   480,000            18,366,271     
Banco Nacional de
Costa Rica, S.A.
  Mortgage Loan  April 28, 2048  Year 1: 5.9%,
Year 2: 6.2%, Thereafter: 3Mo SOFR + 140 bps
               15,231,581     
Banco Nacional de
Costa Rica, S.A.
  Mortgage Loan  April 28, 2048  Year 1: 6.4%,
Year 2: 7.3%, Thereafter: 3Mo SOFR + 280 bps
   140,485            6,946,785     
Banco Nacional de
Costa Rica, S.A.
  Mortgage Loan  Jan 26, 2035  0-2 years: 6.5%, Thereafter: US Prime Rate + 290 bps,
no min. rate
               7,373,460    7,583,783 
Total Costa Rica Loans           $620,485   $1,987,110   $4,684,001   $157,303,209   $123,288,248 
                                   
Peru (USD denominated) 
International Finance
Corporation Tranche 1
  Mortgage Loan  Jul 15, 2028  6Mo SOFR+
425 bps,
no min. rate
  $   $   $   $19,423,623   $21,671,047 
International Finance
Corporation Tranche 2
  Mortgage Loan  Jul 15, 2030  6Mo SOFR +
525 bps
no min. rate
   617,026    1,205,162    10,292,677    13,883,722    15,009,719 
Total Peru Loans           $617,026   $1,205,162   $10,292,677   $33,307,345   $36,680,766 

 

F-116
 

 

Financial Institution  Type  Expiration 

Annual

Interest

Rate

 

Restricted

Cash at

September 30,

2023

  

Restricted

Cash at

December 31,

2022

  

Remaining

Borrowing

Capacity at

September 30, 2023

  

Amount

Outstanding at

September 30,

2023

  

Amount

Outstanding at

December 31,

2022

 
Colombia (COP denominated) 
Bancolombia, S.A.  Mortgage Loan  Jan 1, 2036  IBR + 327 bps
no min. rate
  $   $   $   $21,766,518   $18,688,521 
Bancolombia, S.A.  Mortgage Loan  May 31, 2036  IBR + 365 bps
no min. rate
               17,659,738    15,145,128 
ITAU Corpbanca Colombia, S.A.   Mortgage Loan  Jul 6,2033  IBR + 447 bps
no min. rate
                   7,047,004 
Banco BTG Pactual S.A.  Secured Bridge
Loan
  August 2024  IBR + 720 bps
no min. rate
               6,104,849     
Total Colombia Loans           $   $   $   $45,531,105   $40,880,653 
                                   
Panama (USD denominated) 
Banco BTG Pactual S.A. —
Cayman Branch
  Secured Bridge
Loan
  Mar 17,2023  SOFR +
600 bps,
no min rate
  $   $   $   $   $15,000,000 
                                   
Total Panama Loans                            15,000,000 
                                   
Total           $1,237,511   $3,192,272   $14,976,678   $236,141,659   $215,849,667 
                                   
Accrued financing costs                          $1,880,796   $2,823,170 
Deferred financing costs, net                           (3,334,157)   (9,346,062)
Total debt                          $234,688,298   $209,326,775 
                                   
Less: Current portion of long-term debt                           (10,542,849)   (23,576,982)
Less: Reclassified to short term due to certain debt waivers on certain loans                               (87,366,478)
Total Long-term debt                          $224,145,449   $98,383,315 

 

F-117
 

 

(1)Debt Modification and Extinguishment - On January 6, 2022, the Group negotiated a new interest rate on the Davivienda de Costa Rica loans 3 months LIBOR plus 470 basis points and eliminated the interest rate floor, all the other terms and conditions of the loans with Davivienda de Costa Rica remained the same. A gain of $4,077,399 was recognized as part of modification of this debt facility and is included in financing costs in the condensed consolidated statements of profit or loss.

 

On January 19, 2022, the Group increased by COP$34,000 million ($8,429,675) for one of its existing financing facilities denominated in Colombian pesos (COP) with Bancolombia from COP$57,810 million ($14,332,969) to COP$91,810 million ($22,762,644). The financing has a fourteen-year term with a balloon of COP$42,866 million ($11,436,567) at expiration. Pricing is IBR plus 327 basis points. A loss of $653,847 was recognized as part of modification of the debt facility and is included in financing costs in the condensed consolidated statements of profit or loss.

 

On February 16, 2022, the Group repaid one of the loans with BAC Credomatic due to the sale of the underlying property. The loan outstanding balance at the time of the sale was $2,868,155 and the Group recognized a loss of $586 due to the extinguishment of the debt facility and is included in financing costs in the condensed consolidated statements of profit or loss.

 

On March 14, 2022, the Group negotiated a new interest rate on the International Finance Corporation (“IFC”) Tranche 1, reducing the spread by 100 basis points to 425 basis points, effective July 15, 2022. All the other terms and conditions of the loan with IFC remained the same. A gain of $351,503 was recognized as part of modification of this debt facility and is included in financing costs in the condensed consolidated statements of profit or loss.

 

On March 1, 2023, the Group negotiated a reduced interest rate with BAC Credomatic, S.A. (“BAC”), reducing the interest rate from 3-month SOFR plus 378 basis points to 8.12% for six months. All the other terms and conditions of the loan with BAC remained the same. A gain of $121,038 was recognized as part of the modification of this debt facility and is included in financing costs in the condensed consolidated statements of profit or loss.

 

On April 28, 2023, the Group refinanced all outstanding loans with Banco Davivienda de Costa Rica, Banco Promerica de Costa Rica, S.A. and all loans except one with BAC Credomatic, S.A., with Banco Nacional de Costa Rica, S.A. A loss of $6,437,788 was recognized as part of extinguishment of these debt facilities and is included in financing costs in the condensed consolidated statements of profit or loss.

 

On September 22, 2023, the Group negotiated a deferral of principal with Bancolombia, deferring all principal payments for seven months, beginning on October 1, 2023. All the other terms and conditions of the loan with Bancolombia remained the same. A gain of $67,819 was recognized as part of the modification of this debt facility and is included in financing costs in the condensed consolidated statements of profit or loss.

 

(2)New Mortgage Debt - On January 31, 2022, the Group entered into a U.S. dollar denominated mortgage loan of $2,385,000 with Banco Davivienda de Costa Rica for the acquisition of a container parking lot. The loan have a fifteen-year term with fully amortization at expiration. The loans bear an annual interest rate of US Prime Rate plus 175 basis points. This loan was repaid on October 31, 2022 with the sale of the investment property.

 

On April 28, 2023, the Group entered into four U.S. dollar denominated mortgage loans with Banco Nacional de Costa Rica for an aggregate amount of $107,353,410. The loans have a twenty-five-year term. The loans bear a fixed annual interest rate for the first two years and a variable rate thereafter. Refer to the table above for details.

 

F-118
 

 

(3)Transfer to liabilities related to asset held for Sale - On June 28, 2023, the Group signed a Purchase and Sale Agreement for the sale of building 500 in LatAm Parque Logistico Calle 80 in Colombia. As of September 30, 2023, building 500 had an outstanding debt balance of $8,345,189 with Itau Corpbanca Colombia, S.A that was reclassified to liabilities related to asset held for sale.

 

(4)International Finance Corporation (IFC) - The International Finance Corporation (IFC) secured credit facility includes full development of Latam Logistic Lima Sur through a two tranche facility. Latam Logistic Lima Sur is a total of six buildings development divided in two phases. The loan has an aggregate borrowing capacity of $53,000,000 and is divided in two tranches corresponding to each development phase.

 

Tranche 1 - The loan is for the financing of the development of phase 1. The loan has a total borrowing capacity of $27,100,000 and is interest only until January 15, 2020 with a balloon payment of $6,865,611 at expiration on July 15, 2028. According to the amendment letter signed on March 14, 2022, effective July 15, 2022, the spread over 6-month LIBOR in the Tranche 1 was reduced 100 basis points to 425 basis points. As of September 30, 2023 and December 31, 2022, the Group had disbursed all the tranche.

 

Tranche 2 - The loan is for the financing of the development of phase 2. The loan has a total borrowing capacity of $25,900,000 and is interest only until January 15, 2022 with a balloon payment of $6,475,000 at expiration on July 15, 2030. As of September 30, 2023 the Group had disbursed $15,607,323 of the second tranche.

 

The loan bears a commitment fee over unborrowed amounts until December 15, 2022 as follows:

 

June 16, 2019 - December 31, 2019 - 0.50% over unborrowed amount.

 

January 1, 2020 - June 30, 2021 - 1.00% over unborrowed amount.

 

July 1, 2021 - January 15, 2022 - 1.50% over unborrowed amount.

 

As per the loan agreement, the Group has to maintain a cash collateral account as a guarantee of the principal during the construction and leasing period. As of September 30, 2023 and December 31, 2022, the Group had a restricted cash equivalent of $617,026 and $613,834, respectively, in the cash collateral account.

 

(5)Secured Bridge Loan - On May 21, 2021, the group entered into a loan U.S Denominated secured bridge loan agreement of $15.0 million with BTG Pactual, S.A - Cayman Branch. The proceeds of the loan were used to fund the continued growth of LatAm Logistics Properties. As per the initial conditions, the credit facility was scheduled to mature on June 17, 2022, with a fixed annual interest rate of 5.85%. In June 2022, the Group extended the denominated secured bridge loan to March 17, 2023, including a substitution of the fixed interest rate to a variable interest rate consisting of SOFR annual average plus 600 basis points. The agreement restricts Latam Logistic Properties S.R.L to change its ownership. This excludes the event of an IPO if Jaguar Growth Partners LLC remains as the final beneficiary of the debtor. The facility was fully paid in May 2023.

 

On August 25, 2023 and August 30, 2023, the Group entered into two new line of credit agreement with BTG Pactual Colombia S.A. for COP 15,000,000,000 and COP 10,000,000,000 (approximately $3,679,266 and $2,433,042 at the date the transactions were initiated), respectively. Interest is calculated and paid monthly at the rate of a one-month Colombian IBR plus 720 basis points. Principal repayment is due at maturity, on August 25, 2024 and August 30, 2024, respectively. This debt agreement is guaranteed by the trust established for Latam Logistic Col Propco Cota 1, where Banco BTG Pactual Colombia S.A is established as a guaranteed creditor, with three underlying properties defined as guarantees. As of the issuance date, the Group has drawn both of the lines of credit.

 

(6)Restricted Cash - As of September 30, 2023 and December 31, 2022, the Group maintains a deposit certificate in Latam Logistic CR Opco, S.R.L. and LatAm CR Zona Franca SRL for the sum of $65,625 and $60,625, respectively, that is given as guarantee to Banco Davivienda Costa Rica, S.A. to guarantee the remnants of corporate credit cards.

 

(7)Debt Classification – As discussed in Note 2, the Group has adopted the 2020 Amendment and 2022 Amendment, which indicates that only debt covenants with which an entity must comply on or before the reporting date will affect a liability’s classification as current or non-current. The Group currently is in compliance and anticipatess future compliance with all loan covenants except for those of its loans with Bancolombia. The Group obtained a waiver from Bancolombia for its June 2023 covenant breach, which waives compliance with the debt service coverage ratio through December 31, 2023, thereby bringing it into compliance with its loan covenants as of September 30, 2023. As of September 30, 2023, the outstanding Bancolombia loan balance was $39.4 million, of which $0.6 million was presented within current liabilities within the Condensed Consolidated Interim Statement of Financial Position. According to the Group’s projections, due to current interest rates environment in Colombia, it is probable that further debt waivers, restructuring, or repayment will be necessary for the Bancolombia loan subsequent to the expiration of the current waiver and prior to the June 2024 covenant compliance date in order avoid an event of default. Failure to comply with this Bancolombia debt covenant at the June 2024 compliance date would result in the loan principal becoming payable upon demand and classified as current in its entirety.

 

F-119
 

 

Long-Term Debt Maturities – Scheduled principal and interest payments due on the Group’s debt as of September 30, 2023, are as follows:

 

   Mortgage Loan   Secured Bridge Loan   Total 
Maturity:            
Remainder of 2023  $525,139   $   $525,139 
2024   8,577,522    6,104,849    14,682,371 
2025   9,927,019        9,927,019 
2026   10,662,077        10,662,077 
2027   11,510,164        11,510,164 
Thereafter   188,834,889        188,834,889 
Accrued and deferred financing cost, net   (1,453,361)       (1,453,361)
Total  $228,583,449   $6,104,849   $234,688,298 

 

Financing Cost – The following table summarizes the components of financing cost including the deferred financial cost amortization for the three and nine months ended September 30, 2023 and 2022:

 

   Three months ended September 30,   Nine months ended September 30, 
   2023   2022   2023   2022 
Gross interest expense  $4,972,920   $4,337,779   $16,344,969   $10,594,668 
Gross commitment fees   39,455    56,079    117,260    176,590 
Amortization of debt issuance cost   94,595    265,434    603,147    828,063 
Debt modification gain   (67,819)   (351,503)   (188,857)   (3,775,054)
Debt extinguishment loss   236,199        6,437,788     
Other expense   412,437    23,026    451,108    74,027 
Total financing cost before capitalization   5,687,787    4,330,815    23,765,415    7,898,294 
Capitalized amounts into investment properties   (40,926)   (317,470)   (481,636)   (820,672)
Net financing cost   5,646,861    4,013,345    23,283,779    7,077,622 
Cash paid for interest and commitment fees  $6,477,938   $4,454,826   $18,257,710   $10,394,421 

 

F-120
 

 

Debt Reconciliation – The reconciliation of debt as of September 30, 2023 and 2022 were as follows:

 

   Nine months ended September 30, 
   2023   2022 
         
Beginning balance  $209,326,775   $188,719,114 
Secured bank debt borrowings   115,721,510    34,690,338 
Bridge loan borrowings   6,167,114     
Secured bank debt repayments   (100,985,600)   (9,914,876)
Bridge loan repayments   (62,265)    
Transfer to liabilities related to Asst held for sale   (8,345,189)    
Accrued interest       (9,733)
Debt issuance cost   (65,143)   (39,557)
Deferred financing cost amortization   584,333    787,053 
Debt extinguishment loss (gain)   6,437,788    (3,775,054)
Debt modification loss (gain)   (188,857)    
Foreign currency translation effect   6,097,832    (5,036,609)
Ending balance  $234,688,298   $205,420,676 

 

10.EARNINGS PER SHARE

 

The Group determines basic earnings per share based on the weighted average number of shares of common stock outstanding during the year. The Group computes diluted earnings per share on the weighted average number of shares outstanding combined with the incremental weighted average effect from all outstanding potentially dilutive instruments. As described in Note 1 of the annual consolidated financial statements as of and for the years ended December 31, 2022 and 2021, the Conversion of the Group from S.R.L. to S.A. represented a change in the form of legal ownership, which is akin to a stock split. The calculation of earnings per share has been adjusted retrospectively to accommodate this change in company structure.

 

The calculated basic and diluted earnings per share for the three and nine months ended September 30, 2023 and 2022, were the same, as follows:

 

   Three months ended September 30,   Nine months ended September 30, 
   2023   2022   2023   2022 
                 
Earnings (loss) per share – basic and diluted  $0.008   $(0.001)  $0.029   $0.069 
Net earnings (loss) attributed to owners of the Group  $1,351,495   $(213,087)  $4,959,776   $11,652,782 
Weighted average number of shares – basic and diluted   168,142,740    168,142,740    168,142,740    168,142,740 

 

11.INCOME TAX

 

LLP is a foreign corporation that is not subject to United States federal income taxes. Further, LLP is a company organized in accordance with the laws of the Republic of Panama and is not subject to income tax in Panama. LLP has a diversified portfolio, operating in Costa Rica, Colombia and Peru through various subsidiaries located in the local countries. The income tax rates applicable to the LLP in Costa Rica, Colombia and Peru are 30.0%, 35.0% and 29.5%, respectively.

 

F-121
 

 

The Group’s effective tax rate for the three months ended September 30, 2023 and 2022 are 67.2% and 96.5%, respectively; The Group’s effective tax rate for the nine months ended September 30, 2023 and 2022 are 42.0% and 25.3%, respectively. The effective income tax rates for the three and nine months ended September 30, 2023 and 2022 were different than the local statutory income tax rates primarily due to the change in deferred tax assets or liabilities related to fluctuations in currency translation for investment properties and debt, movement in unrecognized deferred tax assets, and tax on intercompany dividends.

 

12.EMPLOYEE BENEFITS

 

Employee benefits are recognized in general and administrative expense in the condensed consolidated interim statements of profit or loss and comprehensive income (loss), and for the three months and nine months ended September 30, 2023 and 2022, consisted of the following:

 

  

Three months ended

September 30,

  

Nine months ended

September 30,

 
   2023   2022   2023   2022 
Short-term employee benefits  $684,504   $761,944   $2,044,752   $2,432,317 

 

13.RELATED PARTY TRANSACTIONS

 

Transactions between the Group and its related parties are made on terms equivalent to those that prevail in arm’s length transactions.

 

Subsidiaries

 

Transactions between the Group and its subsidiaries are eliminated on consolidation and therefore are not disclosed. Details of the principal group companies and partnerships the Group enters into that are fully consolidated are disclosed in the audited consolidated financial statements and notes as of December 31, 2022 and 2021 and for the years then ended.

 

Key Management Personnel Compensation

 

The amounts disclosed in the table represent the amounts recognized in General and administrative expense on the condensed consolidated interim statements of profit or loss and comprehensive income (loss) related to key management personnel for the three months and nine months ended September 30, 2023 and 2022.

 

   Three months ended September 30,   Nine months ended September 30, 
   2023   2022   2023   2022 
Salaries  $243,067   $208,211   $785,689   $632,233 
Cash performance and statutory bonus   184,090    10,059    911,566    760,587 
Non-executive director’s fees   28,167        84,500     
Non-cash benefits   1,251    11,564    3,488    33,011 
Total  $456,575   $229,834   $1,785,243   $1,425,831 

 

F-122
 

 

Loan receivables from affiliates On June 25, 2015, the Group entered into an agreement with Latam Logistic Investments, LLC. In July 2020, the Group expanded the loan receivable from Latam Logistic Investments, LLC to $4,165,000 from $3,015,000 and extended the term to December 31, 2023. In June 2021, the Group expanded the loan receivable from Latam Logistics Investment LLC to $4,850,000 from $4,165,000 and in May 2022, the Group expanded the loan receivable from Latam Logistics Investment LLC to $6,950,000 from $4,850,000. The expiration date of the loan remains as of December 31, 2023.

 

The loan bears an annual interest rate of 9.0%. Principal and interest are due at maturity.

 

Latam Logistic Investments, LLC is a wholly owned company of one of the prior executives of the Group and it owns 8.0% of the Group. The interest income for Latam Logistic Investments LLC was $159,850 for the three months ended September 30, 2023 and 2022 and $474,338 and $401,522 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, the loan receivable from affiliates balances outstanding were as follows:

 

   September 30, 2023   December 31, 2022 
Interest receivable:          
Latam Logistics Investments, LLC  $2,323,282   $1,848,945 
Notes receivable:          
Latam Logistics Investments, LLC   6,950,000    6,950,000 
Total due from affiliates  $9,273,282   $8,798,945 

 

As of September 30, 2023 and December 31, 2022, the notes receivable has a fixed interest rate of 9% and a due date of December 31, 2023. The main conditions of the notes receivable are payment of the balance at maturity including interest receivable, the possibility of early payments without penalty, guarantee over common shares and a promissory note.

 

As of September 30, 2023 and December 31, 2022, there was no amount owed to related parties.

 

Additional transactions with key management personnel – A related party entity provided management and advisory services of $365,264 to the Group for the nine months ended September 30, 2023.

 

14. FINANCIAL RISK MANAGEMENT

 

Interest rate risk - Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to its long-term debt obligations with floating interest rates. Therefore, variations in interest rates at the reporting date would affect profit or loss.

 

Liquidity Risk – Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring in unacceptable losses or risking damage to the Group’s reputation, and to maintain a balance between continuity of funding and flexibility through the use of bank deposits and loans.

F-123
 

 

Exposure to Liquidity Risk – The following tables detail the remaining contractual maturities of financial liabilities at the end of reporting period. The amounts are gross and undiscounted cash flows and include contractual interest payments.

 

September 30, 2023  On demand   Less than 3 months   3 to 12 months   1 to 5 years   Thereafter   Total 
                         
Accounts payable and accrued expenses  $448,111   $8,995,552   $383,489   $   $   $9,827,152 
Lease liability       24,191    175,561    1,201,307    6,770,565    8,171,624 
Income tax payable           665,462            665,462 
Retainage payable       102,251    1,553,531            1,655,782 
Security deposits           370,961    1,790,554        2,161,515 
Liability related to asset held for sale       8,345,189                8,345,189 
Long and short-term debt       6,629,988    7,140,638    58,837,048    163,533,985    236,141,659 
Total  $448,111   $24,097,171   $10,289,642   $61,828,909   $170,304,550   $266,968,383 

 

December 31, 2022  On demand   Less than 3 months   3 to 12 months   1 to 5 years   Thereafter   Total 
                         
Accounts payable and accrued expenses  $382,317   $6,899,250   $1,310,355   $   $   $8,591,922 
Lease liability       15,637    47,085    96,954        159,676 
Income tax payable       663,703                663,703 
Retainage payable       302,066    2,699,367            3,001,433 
Security deposits               1,706,959        1,706,959 
Deposit for the asset held for sale           2,400,000            2,400,000 
Long and short-term debt   87,906,445    5,888,900    17,666,699    29,632,991    74,754,632    215,849,667 
Total  $88,288,762   $13,769,556   $24,123,506   $31,436,904   $74,754,632   $232,373,360 

 

Fair ValuesManagement of the Group assessed the fair value of its financial assets and liabilities and concluded that their carrying value approximates their fair value.

 

15. COMMITMENTS AND CONTINGENCIES

 

Commitments

 

As of September 30, 2023, the Group had agreed construction contracts with third parties and is consequently committed to future capital in respect to investment property under development of $8,971,845. There are no contractual commitments in respect of completed investment property.

 

Legal Proceedings

 

On September 13, 2023, the Group became aware that a lawsuit was filed against a subsidiary of the Group by a construction company for services rendered prior to the reporting date. Based on currently available information, the Group has recorded a provision of $274,844 in other expenses in the year ended December 31, 2022 in relation to this matter. However, litigations are subject to inherent uncertainties and the Group’s view of these matters may change in the future.

 

16. ACCOUNTING POLICY CHANGE AND RESTATEMENT

 

Accounting Policy Changes

 

The Group has renamed captions in its condensed consolidated interim statement of financial position as of December 31, 2022, condensed consolidated interim statements of profit or loss and other comprehensive income (loss) for the three months and nine months ended September 30, 2022, and condensed consolidated interim statement of cash flows for the nine months ended September 30, 2022 to provide a more accurate description of each line item and align with commonly used terminology by industry participants.

 

F-124
 

 

Additionally, in an effort to enhance the clarity of financial information for users of the financial statements, the Group has elected to adjust prior accounting policies related to financial statement presentation. As such, certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation.

 

On the condensed consolidated interim statements of profit or loss and other comprehensive income (loss), the result was: (i) grouping all debt-related costs, such as gain/loss on extinguishment, amortization of financing costs, interest expense, as a single Financing costs financial statement line item; and (ii) collapsing the amortization of right-of-use assets and office lease costs into General and administrative expense. On the condensed consolidated interim statement of financial position, the Group reclassified (i) receivable balances that are not “trade” in nature to other current or non-current assets; (ii) payable balances that are not “trade” in nature to Retainage payable; and (iii) grouped immaterial financial statement line items, such as right-of-use assets and lease liabilities, into other current or non-current assets or liabilities, as applicable. These reclassification changes, and elimination of subtotals and headers do not constitute errors because they represent changes in presentation from one acceptable method to another acceptable method under IFRS. They also have no effect on previously reported profit, total assets or liabilities, or net cash flows.

 

Refer to the tables in the below in “Description of Restatement Matters and Restatement Adjustments” section for a comparison of previous captions and current captions as well as the impact of policy changes by financial statement line item.

 

Restatement of Previously Issued Financial Statements

 

The Group is restating its condensed consolidated interim statement of financial position as of December 31, 2022, condensed consolidated interim statements of profit or loss and other comprehensive gain (loss) for the three and nine months ended September 30, 2022, and condensed consolidated interim statement of cash flows for nine months ended September 30, 2022, which were originally filed with the Superintendencia Financiera de Colombia (“SFC”).

 

Description of Restatement Matters and Restatement Adjustments

 

The categories of the restatement adjustments and their impact on previously reported condensed consolidated interim financial statements are described below.

 

  (a) Reclassification of debt from long-term to short-term – The Group reclassified long-term debt balance of $87,366,478 to long term debt – current portion in the condensed consolidated interim statement of financial position as of December 31, 2022 to correctly present the balances as short term in nature. The Group was not in compliance with certain financial covenants set forth in certain loan agreements with Banco Davivienda, Bancolombia and ITAÚ as of December 31, 2022. Each of these covenant breaches constituted “events of default” under its debt agreements. Upon an event of default, the lenders could have accelerated the repayment of the outstanding borrowings under the credit facility or exercised other rights and remedies that they had under applicable laws. Based on this, the associated debt balances with Banco Davivienda, Bancolombia and ITAÚ should be reclassified to be current liabilities as of December 31, 2022, because the liabilities were payable on demand and the Group did not have the right to defer its settlement for at least twelve months after that date. The Group received the waivers for the requirement to comply with the Banco Davivienda and Bancolombia financial covenants on February 17, 2023 and September 25, 2023, respectively.

 

F-125
 

 

  (b) Income Taxes – The Group recorded a cumulative adjustment to true up its deferred tax liability balance as of December 31, 2022 by $3,114,415 through an adjustment to retained earnings ($3,013,628) and non-controlling interest of ($100,787). The Group also adjusted the income tax expense by $256,158 and $601,738 recognized during the three and nine months ended September 30, 2022, respectively. These adjustments are attributable to a portion of the fair value for investment properties, which previously was not considered in the measurement of the deferred tax liability.

 

The Group adjusted the income tax expense by ($503,327) and ($2,638,026) recognized during the three and nine months ended September 30, 2022, respectively, offset to the deferred tax liability. These adjustments are attributable to the change in the fair market value of the investment properties described in (f) below.

 

The Group recorded an incremental adjustment of ($1,670,482) to true up its deferred tax liability balance, with offsets to retained earnings of $1,527,828 and non-controlling interest of $142,654, as of December 31, 2022. The Group also adjusted the tax expense by ($133,062) and ($1,706,148) for the three and nine months ended September 30, 2022, respectively, for a misstatement related to accounting for debt financing costs and amortization.

 

The Group recognized an adjustment to tax expense related to debt denominated in USD which, when converted into local currency for purposes of the tax return calculation, result in a currency gain or loss. Deferred taxes are recognized for the unrealized basis difference between the local currency and USD debt balances. The Group corrected the deferred tax liability with an of ($507,945) with a corresponding offset to retained earnings for the year ended December 31, 2022. The Group adjusted the tax expense by ($2,900,688) and $1,270,904 for the three and nine months ended September 30, 2022, respectively, for a misstatement related to accounting for debt financing costs and amortization.

 

The Group corrected deferred taxes with an adjustment through tax expense for the tax impact of the other non-tax restatement adjustments to the deferred tax liability of $202,928 and adjustments to the deferred tax asset of $45,845 for the years ended December 31, 2022. During the year ended December 31, 2022, the Group also adjusted the current tax payable for $20,784, recorded through retained earnings.

 

  (c) Prepaid construction cost reclassification - The Group reclassified prepaid construction costs of $2,382,335 from non-current assets to current assets to correct the presentation as current assets in the condensed consolidated interim statement of financial position as of December 31, 2022, as all construction costs are completed within a twelve-month period.
     
  (d) Adjustments related to debt modification versus extinguishment accounting – The Group made certain accounting adjustments to appropriately reflect the accounting treatment of the Group’s historical debt refinancing activities, either as debt extinguishments or debt modifications, in accordance with IFRS 9. Specifically, in the condensed consolidated interim statements of profit or loss and other comprehensive income (loss), the Group reversed the loss on debt extinguishment of $318,663 and recognized debt modification gain of $351,503 for the three months ended September 30, 2022, and the Group reversed the loss on debt extinguishment of $2,457,254 and recognized debt modification gain of $3,775,054 during the nine months ended September 30, 2022. Additionally, the Group recorded incremental amortization expenses of and $216,017 and $541,645 for the three and nine months ended September 30, 2022, respectively. In the condensed consolidated interim statement of financial position as of December 31, 2022, The Group adjusted the carrying value of the debt down by $5,457,407 as of December 31, 2022, which together with the prior year adjustments making up a total balance sheet restatement of $5,566,891 as of December 31, 2022.

 

F-126
 

 

  (e) Classification of loans to tenants and the associated repayment on the condensed consolidated interim statements of cash flows – The Group reclassified loans to tenants and associated repayment from operating activities to investing activities on the condensed consolidated interim statements of cash flows because the loans extended to tenants and the resulting repayments constitute financing provided by the Group to the tenants, and should therefore be categorized as investing activities, not operating activities on the statements of cash flows. The net amount of the correcting adjustment was $4,057,757 for the nine months ended September 30, 2022. There was no impact to the condensed consolidated interim statements of profit or loss and other comprehensive income (loss) or the condensed consolidated interim statements of financial position.
     
  (f) Fair value adjustment of investment properties - In accordance with the fair market value model outlined within IAS 40, Investment Property, the Group is required to measure the investment properties as of the end of each reporting period. The Group corrected the carrying value of its investment properties to fair value based on the valuation obtained from an independent appraiser. The adjustment was $1,686,881 and $9,689,406 for the three months and nine months ended September 30, 2022, respectively.
     
  (g) Other adjustments – There are other restatement matters otherwise not described in items (a) through (f) of this Note. The related adjustments are not material individually and in aggregate to the Group’s condensed consolidated interim statement of financial position as of December 31, 2022, condensed consolidated interim statements of profit or loss and other comprehensive income (loss) for the three and nine months ended September 30, 2022, and condensed consolidated interim statement of cash flows for the nine months ended September 30, 2022. The aggregate impact of these misstatements to the Group’s condensed consolidated interim statement of financial position as of December 31, 2022 was an increase of $117,790 in total assets, an increase of $742,965 in total liabilities, and a decrease in retained earnings of $625,175. In the condensed consolidated interim statement of financial position as of December 31, 2022, the Group corrected a classification error by reclassifying $684,487 from Accounts payable and accrued expenses to Income tax payable. The aggregate impact of these misstatements to the Group’s condensed consolidated interim statement of cash flows for the nine months ended September 30, 2022 was a decrease of $59,666 in net cash generated by operating activities and an increase of $59,666 in net cash provided by financing activities.

 

Restatement adjustment described in (b), (d) and (g) above had an impact of an increase of $2,316,489 to retained earnings as of December 31, 2021. Restatement adjustment described in (b) above had an impact of an increase of $84,494 to non-controlling interests as of December 31, 2021.

 

F-127
 

 

The following summarizes the impact of the restatement on the Group’s condensed consolidated interim statements of profit and loss and other comprehensive income (loss) for the three and nine months ended September 30, 2022:

 

      For the three months ended September 30, 2022   For the nine months ended September 30, 2022 
Per Previous Caption  Per Current Caption  As Issued  

Policy

Changes

  

 

Restatement Adjustments

   Note   As Restated   As Issued  

Policy

Changes

   Restatement Adjustments   Note   As Restated 
                                            
REVENUES  REVENUES                                                  
Rental revenue  Rental revenue  $8,155,142   $   $        $8,155,142   $23,571,135   $   $        $23,571,135 
Development fee income  Other   96,848                 96,848    97,303                 97,303 
Total revenues   Total revenues   8,251,990                 8,251,990    23,668,438                 23,668,438 
                                                      
COST AND OPERATING EXPENSES                                                    
Investment property operating expense  Investment property operating expense   1,341,615                 1,341,615    3,901,944                 3,901,944 
General and administrative  General and administrative   1,218,431    59,485             1,277,916    3,766,257    184,162             3,950,419 
Total costs and operating expenses  —*   2,560,046                        7,668,201                     
OTHER NON—OPERATING INCOME (EXPENSES)                                                    
Investment property valuation gain  Investment property valuation gain           1,686,881    (f)    1,686,881            9,689,406    (f)    9,689,406 
Interest income from affiliates  Interest income from affiliates   159,850                 159,850    401,522                 401,522 
Interest expense  Financing costs   (4,087,867)   (379,627)   454,149    (d)    (4,013,345)   (9,991,596)   (2,776,689)   5,690,663    (d)    (7,077,622)
Loss on debt extinguishment     (318,663)   318,663                 (2,457,840)   2,457,840              
Office lease financing cost     (3,489)   3,489                 (10,557)   10,557              
Right-of-use amortization     (26,312)   26,312                 (78,435)   78,435              
Depreciation and amortization     (29,684)   29,684                 (95,170)   95,170              
Net foreign currency (loss) gain  Net foreign currency gain (loss)   (43,860)                (43,860)   146,939                 146,939 
Other income  Other income   27,980                 27,980    67,803                 67,803 
Gain on sale of investment properties  Gain on sale of investment properties                        87,976                 87,976 
Other expense  Other expenses   (272,572)   23,025             (249,547)   (408,302)   73,441             (334,861)
Deferred financing cost amortization     (37,939)   37,939                 (245,408)   245,408              
NET INCOME (LOSS) BEFORE TAXES  Profit before taxes   1,059,388        2,141,030         3,200,418    3,417,169        15,380,069         18,797,238 
INCOME TAX EXPENSE  INCOME TAX BENEFIT (EXPENSE)   192,541        (3,280,919)   (b)    (3,088,378)   (2,281,003)       (2,471,532)   (b)    (4,752,535)
INCOME (LOSS) FOR THE PERIOD  PROFIT FOR THE PERIOD  $1,251,929   $   $(1,139,889)       $112,040   $1,136,166   $   $12,908,537        $14,044,703 
                                                      
OTHER COMPREHENSIVE LOSS:  OTHER COMPREHENSIVE INCOME (LOSS):                                                  
Translation loss from functional currency to reporting currency  Translation loss from functional currency to reporting currency   (6,738,561)       424    (d)    (6,738,137)   (9,525,054)       (15,878)   (d)    (9,540,932)
TOTAL COMPREHENSIVE PROFIT FOR THE PERIOD  TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD  $(5,486,632)  $   $(1,139,465)       $(6,626,097)  $(8,388,888)  $   $12,892,659        $4,503,771 
                                                      
(LOSS) PROFIT FOR THE PERIOD ATTRIBUTABLE TO:  PROFIT FOR THE PERIOD ATTRIBUTABLE TO:                                                  
Owners of the Group   Owners of the Group   430,119        (643,206)        (213,087)   281,370        11,371,412         11,652,782 
Non-controlling interests   Non-controlling interests   821,810        (496,683)        325,127    854,796        1,537,125         2,391,921 
Total  Total profit for the period  $1,251,929   $   $(1,139,889)       $112,040   $1,136,166   $   $12,908,537        $14,044,703 
                                                      
TOTAL COMPREHENSIVE (LOSS) PROFIT ATTRIBUTABLE TO:  TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO:                                                  
Owners of the Group   Owners of the Group   (6,308,442)       (642,782)        (6,951,224)   (9,243,684)       11,355,534         2,111,850 
Non-controlling interests   Non-controlling interests   821,810        (496,683)        325,127    854,796        1,537,125         2,391,921 
Total  Total comprehensive income (loss) for the period  $(5,486,632)  $   $(1,139,465)       $(6,626,097)  $(8,388,888)  $   $12,892,659        $4,503,771 
                                                      
(Losses) earnings for the period per share attributed to common stockholders of the Group  Earnings (loss) per share attributable to owners of the Group - basic and diluted  $0.003   $   $(0.004)       $(0.001)  $0.002       $0.067        $0.069 

 

*The subtotal is not presented in this row (except for “As Issued” columns) as a result of the changes in presentation from the accounting policy.

 

F-128
 

 

The following summarizes the impact of the restatement on the Group’s condensed consolidated interim statement of financial position as of December 31, 2022:

 

      As of December 31, 2022 
Per Previous Caption  Per Current Caption  As Issued  

Policy

Changes

  

Restatement Adjustments

   Note  As Restated 
                       
ASSETS  ASSETS                       
CURRENT ASSETS:  CURRENT ASSETS:                       
Cash in bank accounts  Cash and cash equivalents  $14,988,112   $   $      $14,988,112 
Due from affiliates  Due from affiliates   8,798,945               8,798,945 
Receivables net  Lease and other receivables, net   2,690,255    (242,498)   68,768   (g)   2,516,525 
Land inventory  Asset held for sale   2,977,147               2,977,147 
  Prepaid construction costs           2,317,383   (c), (g)   2,317,383 
Other current assets  Other current assets   1,465,815    242,498           1,708,313 
Total current assets  Total current assets   30,920,274        2,386,151       33,306,425 
                           
NON-CURRENT ASSETS:  NON-CURRENT ASSETS:                       
Prepaid construction     2,382,335        (2,382,335)  (c)    
Investment properties  Investment properties   448,808,634        227,999   (g)   449,036,633 
Receivables, long term  Tenant notes receivables - long term, net   10,752,473    (3,841,864)   (114,025)  (g)   6,796,584 
Right-of-use asset     130,402    (130,402)           
Restricted cash  Restricted cash equivalent   3,252,897               3,252,897 
Vehicle, furniture and equipment, net  Property and equipment, net   427,719               427,719 
Deferred tax asset  Deferred tax asset   193,436        45,845   (b)   239,281 
Other assets - long term  Other non-current assets   587,064    3,972,266           4,559,330 
Total non-current assets  Total non-current assets   466,534,960        (2,222,516)      464,312,444 
NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE                          
TOTAL ASSETS  Total Assets  $497,455,234   $   $163,635      $497,618,869 
                           
LIABILITIES AND STOCKHOLDERS’ EQUITY  LIABILITIES AND STOCKHOLDERS’ EQUITY                       
CURRENT LIABILITIES  CURRENT LIABILITIES:                       
Accounts payable and accrued expenses  Accounts payable and accrued expenses  $12,037,720   $(3,001,433)  $(444,365)  (g)  $8,591,922 
Deposits for the sale of assets  Deposits for the sale of assets   2,400,000               2,400,000 
Lease liability – current     54,327    (54,327)           
  Income tax payable           663,703   (b), (g)   663,703 
  Retainage payable       3,001,433           3,001,433 
Long term debt – current portion  Long term debt – current portion   23,576,982        87,366,478   (a)   110,943,460 
  Other current liabilities       54,327    656   (g)   54,983 
Total current liabilities  Total current liabilities   38,069,029        87,586,472       125,655,501 
                           
NON-CURRENT LIABILITIES:  NON-CURRENT LIABILITIES:                       
Long term debt  Long term debt   191,316,684        (92,933,369)  (a), (d)   98,383,315 
Lease liability – long term     88,553    (88,553)           
Deferred tax liability  Deferred tax liability   38,354,800        (1,138,916)  (b)   37,215,884 
Security deposits  Security deposits   1,706,959               1,706,959 
  Other non-current liabilities       88,553    502,187   (g)   590,740 
Total non—current liabilities  Total non—current liabilities   231,466,996        (93,570,098)      137,896,898 
Total liabilities  Total liabilities   269,536,025        (5,983,626)      263,552,399 
                           
EQUITY:  EQUITY:                       
Common share capital  Common share capital  $168,142,740               168,142,740 
Accumulated earnings  Retained earnings   58,544,743        6,194,569   (b), (d), (g)   64,739,312 
Cumulative translation adjustment  Foreign currency translation reserve   (32,052,414)       (15,633)  (d)   (32,068,047)
Equity attributable to owners 

Equity attributable to owners of the Group

   194,635,069        6,178,936       200,814,005 
Non—controlling interests  Non-controlling interests   33,284,140        (31,675)  (b), (d)   33,252,465 
Total equity  Total equity   227,919,209        6,147,261       234,066,470 
TOTAL LIABILITIES AND EQUITY  TOTAL LIABILITIES AND EQUITY  $497,455,234   $   $163,635      $497,618,869 

 

F-129
 

 

The following summarizes the impact of the restatement on the Group’s condensed consolidated interim statements of cash flows for the nine months ended September 30, 2022:

 

      For the nine months ended September 30, 2022 
Per Previous Caption  Per Current Caption  As Issued  

Policy

Changes

   Restatement Adjustments   Note  As Restated 
                       
Cash flows from operating activities:  Cash flows from operating activities:                       
Profit for the period  Profit for the period  $1,136,166   $   $12,908,537   (b), (d), (f), (g)  $14,044,703 
Adjustments:  Adjustments:                       
Depreciation, amortization and retirement  Depreciation and amortization   124,085    (28,915)          95,170 
Bad debt reserve  Provision for expected credit losses   1,193,293               1,193,293 
Unrealized foreign currency exchange (loss) gain  Net foreign currency (gain) loss   (151,361)              (151,361)
Right of Use Amortization  Amortization of right-of-use assets   78,435               78,435 
Investment properties valuation gain  Investment property valuation gain           (9,689,406)  (f)   (9,689,406)
  Financing costs       12,768,285    (5,690,663)  (d)   7,077,622 
Loss on debt negotiation     2,457,840    (2,457,840)           
Gain on sale of investment properties  Loss on sale of investment properties   (87,976)              (87,976)
  Loss on disposal of property and
equipment
       28,915           28,915 
Rent leveling  Straight-line rent   (1,998,918)   30,822           (1,968,096)
Rent Incentive amortizations     30,822    (30,822)           
Interest expense     9,991,596    (9,991,596)           
Interest income from affiliates  Interest income from affiliates   (401,522)              (401,522)
Deferred income tax  Income tax expense   (189,281)   2,470,284    2,471,532   (b)   4,752,535 
Current income tax     2,470,284    (2,470,284)           
Deferred financing cost amortization     245,408    (245,408)           
Office lease financing cost     10,557        (10,557)  (g)    
Gain on early termination of office lease     (5,997)   5,997            
Changes in working capital:  Working capital adjustments        (1,083,648)   4,024,525   (e), (d)   2,940,877 
(Increase) decrease in:                         
Receivables     (708,800)   708,800            
Other assets     (116,469)   116,469            
Payables and accrued expenses     (495,106)   495,106            
Security deposits     316,165    (316,165)           
  Retainage Payable                   
  Income Tax Payable                   
Income tax paid  Income tax paid   (153,511)              (153,511)
Net cash provided by operating activities  Net cash generated by operating activities  $13,745,710   $    4,013,968      $17,759,678 
                           
Cash flows from investing activities:  Cash flows from investing activities:                       
Additions to investment property, including acquisitions closing costs  Capital expenditure on investment properties   (26,644,407)   (4,485,129)          (31,129,536)
Additions to assets held for sale     (4,485,129)   4,485,129            
Additions to property, furniture and equipment  Purchases of property and equipment   (42,761)              (42,761)
Cash net proceeds from sale of investment properties  Proceeds from sale of investment properties   4,887,976               4,887,976 
Proceeds from the deposits received for sale of land inventory  Proceeds from deposits received the sale of asset held for sale   1,200,000               1,200,000 
Due from related parties  Loans to affiliates   (2,100,000)              (2,100,000)
  Loans to tenants for lease improvements           (4,590,000)  (e)   (4,590,000)
  Repayments on loans to tenants           532,244   (e)   532,244 
Restricted cash  Restricted cash equivalent   624,115               624,115 

Net cash used in investing

Activities

 

Net cash used in investing

activities

  $(26,560,206)  $   $(4,057,756)     $(30,617,962)
                           
Cash flows from financing activities:  Cash flows from financing activities:                       
Long term debt borrowing  Long term debt borrowing   34,690,338               34,690,338 
Long term debt repayment  Long term debt repayment   (9,914,876)              (9,914,876)
Cash paid for raising debt  Cash paid for raising debt   (39,557)              (39,557)
Interest and commitment fee paid  Interest and commitment fee paid   (10,394,421)              (10,394,421)
Capital contributions from non-controlling partners  Capital contributions from non-controlling partners   700,000               700,000 
Distributions to non-controlling partners  Distributions to non-controlling partners   (1,104,231)              (1,104,231)
Office lease liability repayments  Repayment of office lease payments   (82,017)              (82,017)
Initial public offering issuance costs paid     (49,109)       49,109   (g)    
Lease financing cost paid     (10,557)       10,557   (g)    
Net cash provided by financing activities  Net cash provided by financing activities  $13,795,570   $   $59,666      $13,855,236 
                           
Effects of exchange rate fluctuations on cash held  Effects of exchange rate fluctuations on cash held   (410,291)       (15,878)  (d)   (426,169)
Net increase (decrease) in cash  Net decrease in cash and cash equivalents   570,783               570,783 
                           
Cash at the beginning of the period  Cash and cash equivalents at the beginning of the period   17,360,353               17,360,353 
                           
Cash at the end of the period  Cash and cash equivalents at the end of the period  $17,931,136   $   $      $17,931,136 

 

F-130
 

 

17. SUBSEQUENT EVENTS

 

Debt -

 

On October 19, 2023, the Group entered into a new line of credit agreement with El Banco BBVA Peru for $2,000,000. The line of credit agreement has a nominal rate of 14.45% fixed and an annual effective rate of 8.35%. The line of credit agreement matures in 9 months and follows a monthly repayment schedule. This debt agreement is a senior unsecured loan and is not guaranteed by any of the properties of the Group. As of the issuance date, the Company has fully drawn the line of credit.

 

On October 26, 2023, the Group drew on its debt facilities with IFC for a total of $10,292,677 to finance the construction of the Lurin I project in Peru. The related interest expense directly attributable to the construction is capitalized.

 

On November 1, 2023, the Group refinanced the debt outstanding with Banco Nacional de Costa Rica, S.A. ($7,373,460) with a mortgage loan denominated in USD with Davivienda de Costa Rica for an aggregate amount of $8,000,000. The new mortgage loan matures in 15 years. The loan is subject to a fixed interest rate of 7.00% in the first year, and a rate of 6-month SOFR plus 2.4% adjustable monthly from the second year onwards.

 

Sale of Investment Property -

 

On November 24, 2023, the Group closed the sale of its investment property, Latam Parque Logistico Calle 80 Building 500A, to a third party. The net carrying value of the investment property was $17,801,991 and the cash sale price was COP 79,850,000,000 (approximately $19,512,112 at the date the sale closed). Consideration was used to settle liabilities directly associated with the investment property with proceeds collected by the Group in full within fifteen months after the close of the sale, through five installment payments, as specified in the sale agreement.

 

Contingent Liability -

 

On November 30, 2023, the Group became aware that a lawsuit was filed against them by a former employee of the Group who rendered services for the Group prior to the reporting date. The Group is currently vigorously defending this lawsuit and believes the claims are without merit. The Group is in the process of analyzing this matter but currently does not have a sufficient basis for concluding whether any loss is probable.

 

18. APPROVAL OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The condensed consolidated financial statements were authorized for issue by the Group’s management on December 8, 2023.

 

* * * * *

 

F-131
 

 

Financial Statement Schedules

 

Schedule I - Parent Company Only Condensed Financial Information

 

The condensed financial statements of Latam Logistic Properties, S.A., the parent company of the Group, have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of LLP (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the consolidated net assets of the Group. The ability of the Parent Company’s operating subsidiaries to pay dividends may be restricted due to certain clauses in the subsidiaries’ debt agreements and legal reserve requirements. As of December 31, 2022, the Group’s restricted net assets of consolidated subsidiaries were approximately $189.4 million.

 

The condensed financial statements of the Parent Company have been prepared using the same IFRS accounting principles and policies described in the other notes to the consolidated financial statements. The Parent Company accounts for its investment in subsidiaries using the cost less accumulated impairments method. The Parent Company did not receive any dividends from its subsidiaries during the years ended December 31, 2022 and 2021. These condensed financial statements should be read in conjunction with the Group’s consolidated financial statements and related notes thereto.

 

LATAM LOGISTIC PROPERTIES, S.A. (Parent Company Only)

CONDENSED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS

(in U.S. Dollars)

 

   For the years ended December 31, 
   2022   2021 
         
General and administrative  $(498,457)  $(429,990)
Interest income from affiliates   632,490    626,047 
Financing costs   (1,226,265)   (584,487)
Other expense, net   (4,875)   (1,187,272)
Loss before taxes   (1,097,107)   (1,575,702)
Income tax expense        
Comprehensive Loss  $(1,097,107)  $(1,575,702)

 

F-132
 

 

LATAM LOGISTIC PROPERTIES, S.A. (Parent Company Only)

CONDENSED STATEMENTS OF FINANCIAL POSITION

(in U.S. Dollars)

 

   As of December 31, 
   2022   2021 
ASSETS          
CURRENT ASSETS:          
Cash and cash equivalents  $2,823,003   $6,307,144 
Due from subsidiaries and affiliated companies   9,055,658    8,887,175 
Other current assets   23,315    44,464 
Total current assets   11,901,976    15,238,783 
           
NON-CURRENT ASSETS:          
Investments in subsidiaries   166,927,780    164,105,293 
Restricted cash equivalent   1,205,162    1,800,000 
Property and equipment, net   64,394    51,901 
Total non-current assets   168,197,336    165,957,194 
           
TOTAL ASSETS  $180,099,312   $181,195,977 
           
CURRENT LIABILITIES:          
Accounts payable and accrued expenses  $336,055   $426,374 
Long term debt - current portion   14,998,275    14,907,514 
Total current liabilities   15,334,330    15,333,888 
           
TOTAL LIABILITIES   15,334,330    15,333,888 
           
EQUITY:          
Total equity   164,764,982    165,862,089 
           
TOTAL LIABILITIES AND EQUITY  $180,099,312   $181,195,977 

 

F-133
 

 

LATAM LOGISTIC PROPERTIES, S.A. (Parent Company Only)

CONDENSED STATEMENTS OF CASH FLOWS

(in U.S. Dollars)

 

   For the years ended December 31, 
   2022   2021 
Cash flows from operating activities:          
Loss for the year  $(1,097,107)  $(1,575,702)
Adjustments:          
Depreciation and amortization   12,607    11,133 
Financing costs   1,226,265    584,487 
Interest income from subsidiaries and affiliated companies   632,490    626,047 
Working capital adjustments:          
Decrease in other current assets:   21,149    481,608 
(Decrease) increase in accounts payable and accrued expenses   (118,149)   392,249 
Net cash generated by operating activities  $677,255   $519,822 
           
Cash flows from investing activities:          
Increase in equity investment in subsidiaries  $(2,822,487)  $(11,735,281)
Purchases of property and equipment   (25,100)   (63,034)
Increase in loans to subsidiaries and affiliated companies       (4,228,344)
Decrease in loans to subsidiaries and affiliated companies   (800,973)    
Restricted cash equivalent   594,838    3,884,868 
Net cash used in investing activities  $(3,053,722)  $(12,141,791)
           
Cash flows from financing activities:          
Long term debt borrowing       15,000,000 
Cash paid for raising debt   (5,175)   (196,785)
Interest paid   (1,102,499)   (446,063)
Net cash (used) provided by financing activities  $(1,107,674)  $14,357,152 
           
Net decrease in cash and cash equivalents   (3,484,141)   2,735,183 
Cash and cash equivalents at the beginning of year   6,307,144    3,571,961 
Cash and cash equivalents at the end of year  $2,823,003   $6,307,144 

 

* * * * *

 

F-134
 

 

Annex A

 

BUSINESS COMBINATION AGREEMENT

 

by and among

 

TWO,

as SPAC,

 

LATAM LOGISTIC PROPERTIES S.A.,

as the Company,

 

and

 

upon execution of a Joinder Agreement,

each of the Incorporated Entities

 

Dated as of August 15, 2023

 

   

 

 

TABLE OF CONTENTS

 

    Page
     
Article I Mergers A-2
1.1 Incorporated Entities A-2
1.2 SPAC Merger A-3
1.3 Company Merger A-3
1.4 Effective Time A-3
1.5 Effect of the Mergers A-4
1.6 Organizational Documents of Surviving Subsidiaries A-4
1.7 Directors and Officers of the Surviving Subsidiaries A-4
1.8 Amended Pubco Organizational Documents A-4
1.9 Effect of SPAC Merger on Outstanding Securities of SPAC and SPAC Merger Sub A-4
1.10 Effect of Company Merger on Outstanding Securities of the Company and Company Merger Sub A-5
1.11 Effect of Mergers on Outstanding Securities of Pubco A-6
1.12 Merger Consideration for Company Security Holders A-6
1.13 Surrender of Company Securities and Disbursement of Merger Consideration A-6
1.14 U.S. Federal Income Tax Consequences A-8
1.15 Taking of Necessary Action; Further Action A-8
   
Article II Closing A-8
2.1 Closing A-8
 
Article III Representations and Warranties of SPAC A-8
3.1 Organization and Standing A-8
3.2 Authorization; Binding Agreement A-9
3.3 Governmental Approvals A-9
3.4 Non-Contravention A-9
3.5 Capitalization A-10
3.6 SEC Filings and SPAC Financials A-11
3.7 Absence of Certain Changes A-12
3.8 Compliance with Laws A-12
3.9 Actions; Orders; Permits A-12
3.10 Taxes A-12
3.11 Employees and Employee Benefit Plans A-13
3.12 Properties A-13
3.13 Material Contracts A-13
3.14 Transactions with Affiliates A-14
3.15 Business Activities A-14
3.16 Investment Company Act A-14
3.17 Finders and Brokers A-14
3.18 Certain Business Practices A-14
3.19 Insurance A-15

 

i

 

 

3.20 Information Supplied A-15
3.21 Trust Account A-15
3.22 Independent Investigation A-16
3.23 No Other Representations A-16
   
Article IV Representations and Warranties of the Company A-17
4.1 Organization and Standing A-17
4.2 Authorization; Binding Agreement A-17
4.3 Capitalization A-17
4.4 Subsidiaries A-18
4.5 Governmental Approvals A-18
4.6 Non-Contravention A-19
4.7 Financial Statements A-19
4.8 Absence of Certain Changes A-20
4.9 Compliance with Laws A-20
4.10 Company Permits A-21
4.11 Litigation A-21
4.12 Material Contracts A-21
4.13 Intellectual Property A-23
4.14 Taxes and Returns A-24
4.15 Real Property A-25
4.16 Personal Property A-26
4.17 Title to and Sufficiency of Assets A-26
4.18 Employee Matters A-27
4.19 Benefit Plans A-28
4.20 Environmental Matters A-29
4.21 Transactions with Related Persons A-30
4.22 Business Insurance A-30
4.23 Top Customers and Suppliers A-31
4.24 Certain Business Practices A-31
4.25 Investment Company Act A-31
4.26 Finders and Brokers A-31
4.27 Information Supplied A-32
4.28 Independent Investigation A-32
4.29 No Other Representations A-32
     
Article V Covenants A-33
5.1 Access and Information A-33
5.2 Conduct of Business of the Company, Pubco and the Merger Subs A-34
5.3 Conduct of Business of SPAC A-37
5.4 Financial Statements A-39
5.5 SPAC Public Filings A-39
5.6 No Solicitation A-39
5.7 No Trading A-40

 

ii

 

 

5.8 Notification of Certain Matters A-41
5.9 Efforts A-41
5.10 Further Assurances A-42
5.11 The Registration Statement A-43
5.12 Required Company Shareholder Approval A-44
5.13 Public Announcements A-45
5.14 Confidential Information A-45
5.15 Post-Closing Board of Directors and Executive Officers A-46
5.16 Indemnification of Directors and Officers; Tail Insurance A-47
5.17 Trust Account Proceeds A-47
5.18 Transaction Financing A-48
5.19 Employment Agreements; Compensation Consultant A-49
5.20 NYSE Listing A-49
5.21 SPAC Extension A-49
5.22 Tax Covenants A-50
5.23 Disclosure Schedule Updates A-50
5.24 Addressable Matters A-50
5.25 Insider Letter Amendment Joinders A-50
     
Article VI Closing Conditions A-51
6.1 Conditions to Each Party’s Obligations A-51
6.2 Conditions to Obligations of the Company, Pubco and the Merger Subs A-52
6.3 Conditions to Obligations of SPAC A-53
6.4 Frustration of Conditions A-55
   
Article VII Termination and Expenses A-55
7.1 Termination A-55
7.2 Effect of Termination A-56
7.3 Fees and Expenses A-56
     
Article VIII Waivers and Releases A-57
8.1 Waiver of Claims Against Trust A-57
     
Article IX Miscellaneous A-58
9.1 Survival A-58
9.2 Non-Recourse A-58
9.3 Notices A-58
9.4 Binding Effect; Assignment A-59
9.5 Third Parties A-59
9.6 Arbitration A-59
9.7 Governing Law; Jurisdiction A-60
9.8 WAIVER OF JURY TRIAL A-60
9.9 Specific Performance A-60
9.10 Severability A-61
9.11 Amendment A-61
9.12 Waiver A-61
9.13 Entire Agreement A-61
9.14 Interpretation A-62
9.15 Counterparts A-62
9.16 Legal Representation A-62
     
Article X Definitions A-63
10.1 Certain Definitions A-63
10.2 Section References A-72

 

INDEX OF EXHIBITS
 
Exhibit   Description
     
Exhibit A   Voting Agreement
     
Exhibit B   Lock-Up Agreement
     
Exhibit C   Insider Letter Amendment
     
Exhibit D   Sponsor Letter Agreement
     
Exhibit E   Form of Joinder Agreement

 

iii

 

 

BUSINESS COMBINATION AGREEMENT

 

This Business Combination Agreement (this “Agreement”) is made and entered into as of August 15, 2023, by and among (i) two, a Cayman Islands exempted company with limited liability (together with its successors, “SPAC”), (ii) LatAm Logistic Properties S.A., a company incorporated under the Laws of Panama (the “Company”), (iii) upon execution of a Joinder Agreement (as defined below), a to-be-formed Cayman Islands exempted company with limited liability (“Pubco”), (iv) upon execution of a Joinder Agreement, a to-be-formed Cayman Islands exempted company with limited liability to be a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and (v) upon execution of a Joinder Agreement, a to-be-formed company incorporated under the Laws of Panama to be a wholly-owned Subsidiary of Pubco (“Company Merger Sub”, and together with SPAC Merger Sub, the “Merger Subs” and, the Merger Subs collectively with Pubco, the “Incorporated Entities”). As of the date hereof, SPAC and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”, and after the date hereof, the term “Party” shall include any Incorporated Entity that enters into a Joinder Agreement.

 

RECITALS:

 

WHEREAS, the Company is indirectly through its Subsidiaries engaged in the development, acquisition and operation of industrial real estate assets in Costa Rica, Peru and Colombia;

 

WHEREAS, as promptly as practicable after the date hereof, the Company will cause the Incorporated Entities to be formed and execute a Joinder Agreement;

 

WHEREAS, the Parties desire and intend to effect a business combination transaction whereby (a) SPAC Merger Sub shall merge with and into SPAC, with SPAC continuing as the surviving entity (the “SPAC Merger”), and in connection therewith each issued and outstanding security of SPAC immediately prior to the Effective Time (as defined below) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b) Company Merger Sub shall merge with and into the Company, with the Company continuing as the surviving entity (the “Company Merger” and, together with the SPAC Merger, the “Mergers” and collectively with the other transactions contemplated by this Agreement and the Ancillary Documents (as defined below), the “Transactions”), and in connection therewith (i) the shares of the Company issued and outstanding immediately prior to the Effective Time shall be cancelled in exchange for the right of the holders thereof to receive Pubco Ordinary Shares (as defined below), and (ii) any Company Convertible Securities (as defined below) will be terminated; and (c) as a result of such Mergers, SPAC and the Company each shall become wholly owned Subsidiaries of Pubco, and Pubco shall become a publicly traded company, all upon the terms and subject to the conditions set forth in this Agreement and in accordance with the provisions of the Cayman Islands Companies Act and other applicable Law;

 

WHEREAS, on the date hereof, SPAC has received a voting agreement duly executed by the Company and JREP I Logistics Acquisition, L.P., a Cayman Islands exempted limited partnership (“JREP”), a copy of which is attached as Exhibit A hereto (the “Voting Agreement”);

 

WHEREAS, simultaneously with the execution and delivery of this Agreement, JREP has executed and delivered to SPAC a lock-up agreement, a copy of which is attached hereto as Exhibit B (the “Lock-Up Agreement”), to which Pubco shall become a party after its formation pursuant to Pubco’s execution and delivery of a joinder thereto, which Lock-Up Agreement shall become effective as of the Closing (as defined below);

 

A-1
 

 

WHEREAS, simultaneously with the execution and delivery of this Agreement, Sponsor (as defined below), Original Sponsor (as defined below) and each other holder of SPAC Class B Ordinary Shares (as defined below) or other “Insider” party to the Insider Letter (as defined below), but excluding the Insider Letter Joinder Holders (as defined below) (collectively, the “SPAC Insiders”), have entered into an amendment to the Insider Letter with the Company, a copy of which is attached hereto as Exhibit C (the “Insider Letter Amendment”), and to which Pubco shall become a party after its formation pursuant to Pubco’s execution and delivery of a joinder thereto, pursuant to which (i) the Company, and upon its execution and delivery of a joinder thereto, Pubco are given the right to enforce the terms of Sections 3 and 5 of the Insider Letter against the SPAC Insiders, (ii) at the Closing, Pubco shall assume and be assigned the rights and obligations of SPAC under the Insider Letter, and (iii) effective as of the Closing, the lock-up applicable to each SPAC Insider with respect to the SPAC Class B Ordinary Shares held by them shall be amended to be substantially the same as the lock-up applicable to JREP’s Pubco Ordinary Shares under the Lock-Up Agreement.

 

WHEREAS, as of the date hereof, Sponsor owns 3,852,611 SPAC Class B Ordinary Shares (together with any Pubco Ordinary Shares issued in exchange therefor in the SPAC Merger, the “Sponsor Founder Shares”);

 

WHEREAS, simultaneously with the execution and delivery of this Agreement, Sponsor has entered into a letter agreement with the Company, a copy of which is attached as Exhibit D hereto (the “Sponsor Letter Agreement”), and to which Pubco shall become a party after its formation pursuant to Pubco’s execution and delivery of a joinder thereto, pursuant to which the Sponsor has agreed that (a) at the Closing, the Sponsor will retain a number of Sponsor Founder Shares (the “Retained Sponsor Shares”) equal to 2,652,611 Sponsor Founder Shares (the “Baseline Retained Founder Shares”), plus 0.048 SPAC Sponsor Founder Shares for each dollar of Additional Capital above Twenty-Five Million U.S. Dollars ($25,000,000) (up to a maximum amount equal to the total 3,852,611 Sponsor Founder Shares less any Additional Transferred Shares (as defined below)), and any such Sponsor Founder Shares not retained (the “Non-Retained Founder Shares”) shall be surrendered by Sponsor to Pubco as of the Closing, and (b) if SPAC seeks an amendment of its Organizational Documents (as defined below) to extend its deadline to consummate the Business Combination beyond January 1, 2024, Sponsor will agree to transfer to Public Shareholders (as defined below) or surrender and cancel up to 500,000 Sponsor Founder Shares (the “Additional Transferred Shares”) as necessary in order to obtain such extension, and the Baseline Retained Founder Shares will be increased by one (1) share for each two (2) Additional Transferred Shares;

 

WHEREAS, the boards of directors of SPAC and the Company have (and upon each Incorporated Entity’s execution of a Joinder Agreement, the board of directors of such Incorporated Entity will have) each (a) determined that the Transactions are fair, advisable and in the best interests of their respective companies and equity holders, (b) approved this Agreement and the Transactions, upon the terms and subject to the conditions set forth herein, and (c) determined to recommend to their respective shareholders the approval and adoption of this Agreement and the Transactions; and

 

WHEREAS, certain capitalized terms used and not otherwise defined herein are defined in Article X hereof.

 

NOW, THEREFORE, in consideration of the premises set forth above, and the representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

 

Article I

Mergers

 

1.1 Incorporated Entities.

 

(a) As promptly as practicable following the date hereof, the Company shall cause each of the Incorporated Entities to be formed solely for the purpose of engaging in the Transactions; provided, that the Company shall use its commercially reasonable efforts to cause Pubco to be formed on or prior to September 18, 2023. Pubco shall be one-hundred percent (100%) owned solely by an LLP Company or a shareholder, officer or director of the Company, and from its formation and through the Closing Pubco shall qualify as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act. Each of the Merger Subs shall be wholly-owned subsidiaries of Pubco.

 

A-2
 

 

(b) Promptly after the Company receives the certificate of incorporation (or equivalent document) following the formation of the applicable Incorporated Entity from the applicable Governmental Authority (and in any event within two (2) Business Days thereof), the Company shall (i) cause such Incorporated Entity to execute and deliver to SPAC and the Company a joinder agreement in the form attached hereto as Exhibit E (a “Joinder Agreement”), pursuant to which, among other things, such Incorporated Entity shall (A) become a party to this Agreement as of the date thereof and (B) agree to be bound by the terms, covenants and other provisions of this Agreement applicable to it as a Party and shall assume all rights and obligations applicable to such Incorporated Entity hereunder, with the same force and effect as if originally named herein, and (ii) deliver to SPAC evidence of such Incorporated Entity’s adoption and approval of this Agreement and the Transactions in form and substance reasonably acceptable to SPAC. Additionally, promptly after the Company receives the certificate of incorporation (or equivalent document) following the formation of Pubco from the applicable Governmental Authority (and in any event within two (2) Business Days thereof), the Company shall cause Pubco to execute and deliver to SPAC and the other parties thereto a joinder to each of the Lock-Up Agreement, the Insider Letter Amendment and Sponsor Letter Agreement to become party to each such Ancillary Document.

 

1.2 SPAC Merger. At the Effective Time, and subject to and upon the terms and conditions of this Agreement, and such other documents as may be required in accordance with the applicable provisions of the Cayman Islands Companies Act or by any other applicable Law, SPAC and SPAC Merger Sub shall consummate the SPAC Merger, pursuant to which SPAC Merger Sub shall be merged with and into SPAC, with SPAC being the surviving company, following which the separate corporate existence of SPAC Merger Sub shall cease and SPAC shall continue as the surviving company in the SPAC Merger. SPAC, as the surviving company following the SPAC Merger, is hereinafter sometimes referred to as the “SPAC Surviving Subsidiary” (provided, that references to SPAC for periods after the Effective Time shall include the SPAC Surviving Subsidiary).

 

1.3 Company Merger. At the Effective Time, and subject to and upon the terms and conditions of this Agreement, and such other documents as may be required in accordance with the applicable provisions of the Law No. 32 of February 26, 1927 of the Republic of Panama (“Law 32”) or by any other applicable Law, the Company and the Company Merger Sub shall consummate the Company Merger, pursuant to which Company Merger Sub shall be merged with and into the Company, with the Company being the surviving company, following which the separate corporate existence of Company Merger Sub shall cease and the Company shall continue as the surviving company in the Company Merger. The Company, as the surviving company following the Company Merger, is hereinafter sometimes referred to as the “Company Surviving Subsidiary” (provided, that references to the Company for periods after the Effective Time shall include the Company Surviving Subsidiary), and together with the SPAC Surviving Subsidiary, the “Surviving Subsidiaries”.

 

1.4 Effective Time. Subject to the conditions of this Agreement, the Parties shall (a) cause the SPAC Merger to be consummated by filing a plan of merger together with such other documents as may be required in accordance with the applicable provisions of the Cayman Islands Companies Act in form and substance reasonably acceptable to the Company and SPAC (the “SPAC Plan of Merger”) with the Cayman Islands Registrar in accordance with the applicable provisions of the Cayman Islands Companies Act, and (b) cause the Company Merger to be consummated by filing a merger agreement together with such other documents as may be required in accordance with the applicable provisions of Law 32 in form and substance reasonably acceptable to the Company and SPAC (the “Company Plan of Merger” and together with the SPAC Plan of Merger, the “Plans of Merger”) with the Public Registry of the Republic of Panama in accordance with the applicable provisions of Law 32, with each of the Mergers to be consummated and effective simultaneously (or as close to simultaneously as possible) on the Closing Date or at such other date and/or time as may be agreed in writing by the Company and SPAC, upon the issuance of the certificate of merger by the Cayman Islands Registrar and the certificate of registration (constancia de inscripción) of the Company Plan of Merger by the Public Registry of the Republic of Panama (together the “Merger Certificates” and each a “Merger Certificate”) and specified in each of the Merger Certificates (the “Effective Time”).

 

A-3
 

 

1.5 Effect of the Mergers. At the Effective Time, the effect of the Mergers shall be as provided in this Agreement, the Merger Certificates, the Plans of Merger, and the applicable provisions of the Cayman Islands Companies Act, Law 32 and other applicable Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, agreements, privileges, powers and franchises of SPAC Merger Sub and Company Merger Sub shall vest in SPAC Surviving Subsidiary and Company Surviving Subsidiary, respectively, and all debts, liabilities, obligations and duties of SPAC Merger Sub and Company Merger Sub shall become the debts, liabilities, obligations and duties of SPAC Surviving Subsidiary and Company Surviving Subsidiary, respectively, including in each case the rights and obligations of each such Party under this Agreement and the Ancillary Documents from and after the Effective Time, and the Surviving Subsidiaries shall continue their respective existences as wholly-owned Subsidiaries of Pubco.

 

1.6 Organizational Documents of Surviving Subsidiaries. At the Effective Time, (a) the Organizational Documents of SPAC Merger Sub shall become the Organizational Documents of SPAC Surviving Subsidiary, and (b) the Organizational Documents of Company Merger Sub shall become the Organizational Documents of Company Surviving Subsidiary, respectively, except that the name of the Company Surviving Subsidiary in such Organizational Documents shall be “LatAm Logistic Properties S.A.”.

 

1.7 Directors and Officers of the Surviving Subsidiaries. At the Effective Time, the board of directors and executive officers of each Surviving Subsidiary shall be the same as the board of directors and executive officers of Pubco, after giving effect to Section 5.15, each to hold office in accordance with the respective Organizational Documents of the Surviving Subsidiaries until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal.

 

1.8 Amended Pubco Organizational Documents. Effective upon the Effective Time, Pubco shall amend and restate its Organizational Documents to be in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Amended Pubco Organizational Documents”), which form, among other matters, shall (i) provide for the size and structure of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, and (ii) be otherwise appropriate for a company with a class of voting equity securities listed on the NYSE.

 

1.9 Effect of SPAC Merger on Outstanding Securities of SPAC and SPAC Merger Sub. At the Effective Time, by virtue of the SPAC Merger and without any action on the part of any Party or the holders of securities of any Party:

 

(a) SPAC Ordinary Shares. Each SPAC Class B Ordinary Share issued and outstanding immediately prior to the Effective Time shall automatically be converted into one (1) SPAC Class A Ordinary Share, and, after giving effect to such conversion of the SPAC Class B Ordinary Shares, each SPAC Class A Ordinary Share issued and outstanding immediately prior to the Effective Time (other than those described in Section 1.9(c) below) shall automatically be cancelled and cease to exist and converted into the right to receive one Pubco Ordinary Share. The holders of certificates previously evidencing SPAC Ordinary Shares issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as provided herein or by Law.

 

A-4
 

 

(b) SPAC Preference Shares. Each SPAC Preference Share issued and outstanding immediately prior to the Effective Time (other than those described in Section 1.9(c) below), if any, shall automatically be cancelled and cease to exist and converted into the right to receive one Pubco Preference Share.

 

(c) Treasury Shares. If there are any shares of SPAC that are owned by SPAC as treasury shares immediately prior to the Effective Time, such shares shall be canceled and extinguished without any conversion thereof or payment therefor.

 

(d) SPAC Merger Sub Shares. All of the shares of SPAC Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive an equal number of shares of the SPAC Surviving Subsidiary, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of the SPAC Surviving Subsidiary.

 

(e) Transfers of Ownership. If any certificate representing securities of SPAC is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the Person requesting such exchange will have paid to SPAC or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for securities of SPAC in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Pubco or any agent designated by it that such tax has been paid or is not payable.

 

(f) No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of the SPAC Surviving Subsidiary, Pubco or any Party shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law.

 

(g) Surrender of SPAC Certificates. Securities issued upon the surrender of SPAC Securities in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities; provided that any restrictions on the sale and transfer of SPAC Securities shall also apply to the Pubco Securities so issued in exchange.

 

(h) Lost, Stolen or Destroyed SPAC Certificates. In the event any certificates shall have been lost, stolen or destroyed, Pubco shall issue in exchange for such lost, stolen or destroyed certificates or securities, as the case may be, upon the making of an affidavit of that fact by the holder thereof, such securities, as may be required pursuant to this Section 1.9; provided, however, that Pubco may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to agree to indemnify Pubco and the SPAC Surviving Subsidiary, or deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the SPAC Surviving Subsidiary or Pubco, with respect to the certificates alleged to have been lost, stolen or destroyed.

 

1.10 Effect of Company Merger on Outstanding Securities of the Company and Company Merger Sub. At the Effective Time, by virtue of the Company Merger and without any action on the part of any Party or the holders of securities of any Party:

 

(a) Company Ordinary Shares. Subject to clause (b) below, all Company Ordinary Shares issued and outstanding immediately prior to the Effective Time shall automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration, with each Company Shareholder being entitled to receive its Pro Rata Share of the Merger Consideration, without interest, upon delivery of the Transmittal Documents in accordance with Section 1.13). As of the Effective Time, each Company Shareholder shall cease to have any other rights in and to the Company or the Company Surviving Subsidiary.

 

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(b) Treasury Shares. Notwithstanding clause (a) above or any other provision of this Agreement to the contrary, at the Effective Time, if there are any Company Securities that are owned by the Company as treasury shares or any Company Securities owned by any direct or indirect Subsidiary of the Company immediately prior to the Effective Time, such Company Securities shall be canceled and shall cease to exist without any conversion thereof or payment therefor.

 

(c) Company Convertible Securities. Any Company Convertible Security, if not exercised or converted prior to the Effective Time into Company Ordinary Shares shall be cancelled, retired and terminated and thereby cease to represent any right to acquire, be exchanged for or convert into Company Ordinary Shares or any other security or otherwise receive payment of cash or other consideration therefor, whether upon any contingency or valuation or otherwise.

 

(d) Company Merger Sub Shares. All of the shares of Company Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into an equal number of shares of the Company Surviving Subsidiary, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of the Company Surviving Subsidiary.

 

1.11 Effect of Mergers on Outstanding Securities of Pubco. At the Effective Time, by virtue of the Mergers and without any action on the part of any Party or the holders of securities of any Party, all of the shares of Pubco issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof or payment therefor.

 

1.12 Merger Consideration for Company Security Holders. The aggregate consideration to be paid to Company Security Holders pursuant to the Company Merger (the “Merger Consideration”) shall be an amount, expressed in U.S. Dollars, equal to Two Hundred and Eighty-Six Million U.S. Dollars ($286,000,000). The Merger Consideration will be paid in the form of Pubco Ordinary Shares, each valued at Ten U.S. Dollars ($10.00) per share. Each Company Shareholder will receive for each Company Ordinary Share held (but excluding any Company Securities described in Section 1.10(b)) an amount equal to the Per Share Price, which will be paid in the form of Pubco Ordinary Shares, with each Pubco Ordinary Share valued at Ten U.S. Dollars ($10.00) per share. For the avoidance of doubt, no holder of Company Securities will receive any consideration under or in connection with this Agreement unless they are holders of Company Ordinary Shares as of the Effective Time.

 

1.13 Surrender of Company Securities and Disbursement of Merger Consideration.

 

(a) At or prior to the Effective Time, the Company shall send to each Company Shareholder a letter of transmittal, in a form to be mutually agreed by SPAC and the Company, each acting reasonably (each, a “Letter of Transmittal”) (which shall specify that the delivery of certificates representing Company Ordinary Shares (“Company Certificates”) in respect of the Merger Consideration shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Company Certificates to Pubco (or a Lost Certificate Affidavit)) for the purpose of exchanging Company Certificates.

 

(b) Each Company Shareholder shall be entitled to receive its Pro Rata Share of the Merger Consideration as set forth in Section 1.12 in respect of the Company Ordinary Shares represented by the Company Certificate(s) (excluding any Company Securities described in Section 1.10(b)), as soon as reasonably practicable after the Effective Time, but subject to the delivery to Pubco and SPAC of the following items prior thereto (collectively, the “Transmittal Documents”): (i) the Company Certificate(s) for its Company Ordinary Shares (or a Lost Certificate Affidavit), together with a properly completed and duly executed Letter of Transmittal and (ii) such other documents as may be reasonably requested by Pubco or SPAC. Until so surrendered, each Company Certificate shall represent after the Effective Time for all purposes only the right to receive such portion of the Merger Consideration attributable to such Company Certificate.

 

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(c) If any portion of the Merger Consideration is to be delivered or issued to a Person other than the Person in whose name the surrendered Company Certificate is registered immediately prior to the Effective Time, it shall be a condition to such delivery or issuance that (i) the transfer of such Company Ordinary Share shall have been permitted in accordance with the terms of the Company’s Organizational Documents and any shareholders agreement with respect to the Company, each as in effect immediately prior to the Effective Time, (ii) such Company Certificate shall be properly endorsed or shall otherwise be in proper form for transfer, (iii) the recipient of such portion of the Merger Consideration, or the Person in whose name such portion of the Merger Consideration is delivered or issued, shall have already executed and delivered, if the transferring Person is a party thereto, counterparts to the Lock-Up Agreement, and the Registration Rights Agreement and such other Transmittal Documents as are reasonably deemed necessary by SPAC or Pubco and (iv) the Person requesting such delivery or issuance shall pay to Pubco any transfer or other similar Taxes required as a result of such delivery or issuance to a Person other than the registered holder of such Company Certificate or establish to the satisfaction of Pubco that such Tax has been paid or is not payable.

 

(d) Notwithstanding anything to the contrary contained herein, in the event that any Company Certificate shall have been lost, stolen or destroyed, in lieu of delivery of a Company Certificate to Pubco, the applicable Company Shareholder may instead deliver to Pubco an affidavit of lost certificate and indemnity of loss in form and substance reasonably acceptable to Pubco and SPAC (a “Lost Certificate Affidavit”), which at the reasonable discretion of Pubco or SPAC may include a requirement that the owner of such lost, stolen or destroyed Company Certificate deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Pubco or any Surviving Subsidiary with respect to the Company Ordinary Shares represented by the Company Certificates alleged to have been lost, stolen or destroyed. Any Lost Certificate Affidavit properly delivered in accordance with this Section 1.13(d) shall be treated as a Company Certificate for all purposes of this Agreement.

 

(e) After the Effective Time, there shall be no further registration of transfers of Company Ordinary Shares. If, after the Effective Time, Company Certificates are presented to Pubco or a Surviving Subsidiary, they shall be canceled and exchanged for the applicable portion of the Merger Consideration provided for, and in accordance with the procedures set forth in this Section 1.13. No dividends or other distributions declared or made after the date of this Agreement with respect to Pubco Ordinary Shares with a record date after the Effective Time will be paid to the holders of any Company Certificates that have not yet been surrendered with respect to Pubco Ordinary Shares to be issued upon surrender thereof until the holders of record of such Company Certificates shall surrender such certificates (or provide a Lost Certificate Affidavit) and, if applicable, deliver the other Transmittal Documents. Subject to applicable Law, following surrender of any such Company Certificates (or delivery of a Lost Certificate Affidavit) and, if applicable, delivery of the other Transmittal Documents, Pubco shall promptly deliver to the record holders thereof, without interest, evidence of the issuance of the applicable Pubco Ordinary Shares to the record holder and the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Pubco Ordinary Shares.

 

(f) All securities issued upon the surrender of Company Securities in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Company Securities. Any Company Shareholder who has not exchanged its Company Ordinary Shares for the applicable portion of the Merger Consideration in accordance with this Section 1.13 shall look only to Pubco for payment of the portion of the Merger Consideration in respect of such Company Ordinary Shares without any interest thereon (but with any dividends paid with respect thereto after the Closing). Notwithstanding the foregoing, none of Pubco, a Surviving Subsidiary or any other Party shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law.

 

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(g) Notwithstanding anything to the contrary contained in this Agreement, no fraction of a Pubco Ordinary Share will be issued by virtue of the Mergers or the other Transactions, and each Person who would otherwise be entitled to a fraction of a Pubco Ordinary Share (after aggregating all fractional Pubco Ordinary Shares that otherwise would be received by such holder) shall instead have the number of Pubco Ordinary Shares issued to such Person rounded down in the aggregate to the nearest whole Pubco Ordinary Share.

 

1.14 U.S. Federal Income Tax Consequences. The Parties hereby agree and acknowledge that, for U.S. federal income tax purposes, the Mergers, taken together, are intended to qualify as exchanges described in Section 351 of the Code. The Parties shall file all Tax and other informational returns on a basis consistent with such characterization. Each of the Parties acknowledges and agrees that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including any Taxes that may arise if the Mergers, taken together, do not qualify as exchanges described in Section 351 of the Code.

 

1.15 Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest SPAC Surviving Subsidiary and Company Surviving Subsidiary with full right, title and possession to all assets, property, rights, agreements, privileges, powers and franchises of SPAC Merger Sub and Company Merger Sub, respectively, the then current officers and directors of SPAC, the Company, Pubco and the Merger Subs are fully authorized in the name of their respective corporations or otherwise to take, and shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

 

Article II

Closing

 

2.1 Closing. Subject to the satisfaction or waiver of the conditions set forth in Article VII, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Baker & McKenzie LLP (“BM”), 452 Fifth Avenue, New York, NY 10018, remotely via the electronic exchange of signatures, on the second (2nd) Business Day after all of the Closing conditions set forth in this Agreement have been satisfied or waived, at 10:00 a.m. local time, or at such other date, time or place as SPAC and the Company may agree (the date and time at which the Closing is actually held being the “Closing Date”).

 

Article III

Representations and Warranties of SPAC

 

Except as set forth in (i) the disclosure schedules delivered by SPAC to the Company on the date hereof (the “SPAC Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (ii) the SEC Reports that are available on the SEC’s website through EDGAR, SPAC represents and warrants to the Company, as of the date hereof, and to the Company and Pubco as of the Closing, as follows:

 

3.1 Organization and Standing. SPAC is an exempted company with limited liability duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. SPAC is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. SPAC has heretofore made available to the Company accurate and complete copies of its Organizational Documents, each as currently in effect. SPAC is not in violation of any provision of its Organizational Documents in any material respect.

 

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3.2 Authorization; Binding Agreement. SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions subject to obtaining the Required SPAC Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions (a) have been duly and validly authorized by the board of directors of SPAC and (b) other than the Required SPAC Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in this Agreement, on the part of SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions. This Agreement has been, and each Ancillary Document to which SPAC is a party shall be when delivered, duly and validly executed and delivered by SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium Laws and other Laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

 

3.3 Governmental Approvals. No Consent of or with any Governmental Authority on the part of SPAC is required to be obtained or made in connection with the execution, delivery or performance by SPAC of this Agreement and each Ancillary Document to which it is a party or the consummation by SPAC of the Transactions, other than (a) pursuant to Antitrust Laws, (b) such filings as are contemplated by this Agreement, including the filing of the SPAC Plan of Merger with the Cayman Islands Registrar in accordance with the applicable provisions of the Cayman Islands Companies Act, (c) any filings required with the NYSE or the SEC with respect to the Transactions, (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and/or any state “blue sky” securities Laws, and the rules and regulations thereunder, and (e) where the failure to obtain or make such Consents or to make such filings or notifications would not reasonably be expected to have or result in a Material Adverse Effect on SPAC.

 

3.4 Non-Contravention. The execution and delivery by SPAC of this Agreement and each Ancillary Document to which it is a party, the consummation by SPAC of the Transactions, and the compliance by SPAC with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of SPAC’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to SPAC or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by SPAC under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of SPAC under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person under or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any SPAC Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have or result in a Material Adverse Effect on SPAC.

 

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3.5 Capitalization.

 

(a) The authorized share capital of SPAC is $41,100, divided into 400,000,000 SPAC Class A Ordinary Shares, par value $0.0001 per share, 10,000,000 SPAC Class B Ordinary Shares, par value $0.0001 per share, and 1,000,000 SPAC Preference Shares, par value $0.0001 per share. The issued and outstanding SPAC Securities as of the date of this Agreement are set forth on Schedule 3.5(a). As of the date of this Agreement, there are no issued or outstanding SPAC Preference Shares. All outstanding SPAC Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Cayman Islands Companies Act, SPAC’s Organizational Documents or any Contract to which SPAC is a party. All of the issued and outstanding SPAC Securities have been granted, offered, sold and issued in compliance in all material respects with all applicable securities Laws. Prior to giving effect to the transactions contemplated by this Agreement, SPAC does not have any Subsidiaries or own any equity interests in any other Person. Schedule 3.5(a) sets forth a true and complete list of the holders of the SPAC Class B Ordinary Shares, along with the number of Class B Ordinary shares held by each of them, and the number and type of shares of capital stock of the SPAC held by Sponsor and each of its Affiliates.

 

(b) There are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued securities of SPAC or (B) obligating SPAC to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for such securities, or (C) obligating SPAC to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares. Other than any redemption of Public Shareholders conducted in connection with an Extension (an “Extension Redemption”) or the Closing Redemption (any of an Extension Redemption or a Closing Redemption, a “Redemption”), or as expressly set forth in this Agreement, there are no outstanding obligations of SPAC to repurchase, redeem or otherwise acquire any shares of SPAC or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. There are no shareholders’ agreements, voting trusts or other agreements or understandings to which SPAC is a party with respect to the voting of any shares of SPAC.

 

(c) All Indebtedness of SPAC as of the date of this Agreement is disclosed on Schedule 3.5(c). No Indebtedness of SPAC contains any restriction upon: (i) the prepayment of any such Indebtedness, (ii) the incurrence of Indebtedness by SPAC, (iii) the ability of SPAC to grant any Lien on its properties or assets, or (iv) the consummation of the Transactions (other than becoming due and payable upon the Closing).

 

(d) Since the date of formation of SPAC, and except as contemplated by this Agreement, SPAC has not declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and SPAC’s board of directors has not authorized any of the foregoing.

 

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3.6 SEC Filings and SPAC Financials.

 

(a) SPAC, since the IPO, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by SPAC with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement. Except to the extent available on the SEC’s web site through EDGAR, SPAC has delivered to the Company copies in the form filed with the SEC of all of the following: (i) SPAC’s annual reports on Form 10-K for each fiscal year of SPAC beginning with the first year SPAC was required to file such a form, (ii) SPAC’s quarterly reports on Form 10-Q for each fiscal quarter that SPAC filed such reports to disclose its quarterly financial results in each of the fiscal years of SPAC referred to in clause (i) above, (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by SPAC with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through EDGAR, are referred to herein collectively as the “SEC Reports”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “Public Certifications”). The SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Public Certifications are each true as of their respective dates of filing. As used in this Section 3.6, the term “file” shall be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC. As of the date of this Agreement, (A) the SPAC Class A Ordinary Shares are listed on the NYSE, (B) SPAC has not received any written deficiency notice from the NYSE relating to the continued listing requirements of such SPAC Securities, (C) there are no Actions pending or, to the Knowledge of SPAC, threatened, against SPAC by the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or terminate the quoting of such SPAC Securities on the NYSE and (D) such SPAC Securities are in compliance with all of the applicable corporate governance rules of the NYSE.

 

(b) SPAC maintains disclosure controls and procedures required by Rules 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning SPAC and other material information required to be disclosed by SPAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of SPAC’s SEC filings and other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s periodic reports required under the Exchange Act.

 

(c) SPAC maintains a standard system of accounting established and administered in accordance with GAAP. SPAC has designed and maintains a system of internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. SPAC maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 

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(d) The financial statements and notes of SPAC contained or incorporated by reference in the SEC Reports (the “SPAC Financials”), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of SPAC at the respective dates of and for the periods referred to in such financial statements, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable).

 

(e) Except as and to the extent reflected or reserved against in the SPAC Financials, SPAC has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that are not adequately reflected or reserved on or provided for in the SPAC Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred since SPAC’s last annual report on Form 10-K filed with the SEC on March 27, 2023.

 

3.7 Absence of Certain Changes. As of the date of this Agreement, SPAC has (a) since its formation, conducted no business other than its formation, the public offering of its securities (and the related private offerings), public reporting and its search for an initial Business Combination as described in the IPO Prospectus (including the investigation of the LLP Companies and the negotiation and execution of this Agreement) and related activities and (b) since December 31, 2022, not been subject to a Material Adverse Effect.

 

3.8 Compliance with Laws. SPAC is, and has since its formation been, in compliance with all Laws applicable to it and the conduct of its business except for such noncompliance which would not reasonably be expected to be material to SPAC, and SPAC has not received written notice alleging any violation of applicable Law in any material respect by SPAC.

 

3.9 Actions; Orders; Permits. There is no pending or, to the Knowledge of SPAC, threatened Action of any nature to which SPAC is subject which would reasonably be expected to have or result in a Material Adverse Effect on SPAC. There is no material Action that SPAC has pending against any other Person. SPAC is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. SPAC holds all Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Permit or for such Permit to be in full force and effect would not reasonably be expected to have or result in a Material Adverse Effect on SPAC.

 

3.10 Taxes.

 

(a) SPAC has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the SPAC Financials have been established in accordance with GAAP. Schedule 3.10(a) sets forth each jurisdiction where SPAC files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings pending against SPAC in respect of any Tax, and SPAC has not been notified in writing of any proposed Tax claims or assessments against SPAC (other than, in each case, claims or assessments for which adequate reserves in the SPAC Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of SPAC’s assets, other than Permitted Liens. SPAC has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by SPAC for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

 

(b) Since the date of its formation, SPAC has not (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.

 

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(c) SPAC has not participated in, or sold, distributed or otherwise promoted, any “reportable transaction”, as defined in U.S. Treasury Regulation section 1.6011-4.

 

(d) SPAC has no Liability for the Taxes of another Person (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes). SPAC is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on SPAC with respect to any period following the Closing Date.

 

3.11 Employees and Employee Benefit Plans. SPAC does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans. Neither the execution and delivery of this Agreement or the Ancillary Documents nor the consummation of the Transactions will (i) result in any payment or benefit (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due by SPAC to any director, officer or employee of SPAC; or (ii) result in the acceleration of the time of payment or vesting of any such payment or benefit.

 

3.12 Properties. SPAC does not own, license or otherwise have any right, title or interest in any material Intellectual Property. SPAC does not own or lease any material real property or Personal Property.

 

3.13 Material Contracts.

 

(a) Except as set forth on Schedule 3.13(a), other than this Agreement and the Ancillary Documents, there are no Contracts to which SPAC is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater than $100,000, (ii) may not be cancelled by SPAC on less than sixty (60) days’ prior notice without payment of a material penalty or termination fee or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of SPAC as its business is currently conducted, any acquisition of material property by SPAC, or restricts in any material respect the ability of SPAC to engage in business as currently conducted by it or to compete with any other Person or to consummate the Transactions (each, a “SPAC Material Contract”). All SPAC Material Contracts have been made available to the Company other than those that are exhibits to the SEC Reports.

 

(b) With respect to each SPAC Material Contract: (i) the SPAC Material Contract was entered into at arms’ length and in the ordinary course of business; (ii) the SPAC Material Contract is legal, valid, binding and enforceable in all material respects against SPAC and, to the Knowledge of SPAC, the other parties thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions); (iii) SPAC is not in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by SPAC, or permit termination or acceleration by the other party, under such SPAC Material Contract; (iv) to the Knowledge of SPAC, no other party to any SPAC Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by SPAC under any SPAC Material Contract; (v) SPAC has not received written or, to the Knowledge of SPAC, oral notice by any party to any SPAC Material Contract to terminate such SPAC Material Contract or amend the terms thereof, other than modifications in the ordinary course of business that do not adversely affect SPAC in any material respect or those contemplated by this Agreement; and (vi) SPAC has not waived any material rights under any SPAC Material Contract.

 

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3.14 Transactions with Affiliates. Schedule 3.14 sets forth a true, correct and complete list of the Contracts and arrangements that are in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between SPAC and any (a) present or former director, officer or employee or Affiliate of SPAC, or any immediate family member of any of the foregoing, or (b) record or beneficial owner of more than five percent (5%) of SPAC’s outstanding shares as of the date hereof. As of the date of this Agreement, none of the SPAC NRA Holders are Affiliates of SPAC or the Sponsor.

 

3.15 Business Activities. Since the IPO, SPAC has not conducted any business activities other than activities directed toward completing a Business Combination.

 

3.16 Investment Company Act. As of the date of this Agreement, SPAC is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of a Person subject to registration and regulation as an “investment company”, in each case within the meaning of the Investment Company Act. SPAC constitutes an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012.

 

3.17 Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from SPAC, Pubco, the LLP Companies or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of SPAC. Schedule 3.17 sets forth, as of the date of this Agreement, the amounts of any such fees or commissions that are due or would, upon the Closing, be due.

 

3.18 Certain Business Practices.

 

(a) Neither SPAC, nor any of its Representatives acting on its behalf, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law, (iii) made any other unlawful payment or (iv) since the formation of SPAC, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder SPAC or assist it in connection with any actual or proposed transaction.

 

(b) The operations of SPAC are and have been conducted at all times in material compliance with money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving SPAC with respect to any of the foregoing is pending or, to the Knowledge of SPAC, threatened.

 

(c) None of SPAC or any of its directors or officers, or, to the Knowledge of SPAC, any other Representative acting on behalf of SPAC, is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and SPAC has not, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last five (5) fiscal years.

 

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3.19 Insurance. Schedule 3.19 lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by SPAC relating to SPAC or its business, properties, assets, directors, officers and employees, copies of which have been provided to the Company. All premiums due and payable under all such insurance policies have been timely paid and SPAC is otherwise in material compliance with the terms of such insurance policies. All such insurance policies are in full force and effect, and to the Knowledge of SPAC, there is no threatened termination of, or material premium increase with respect to, any of such insurance policies. There have been no insurance claims made by SPAC. SPAC has each reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to be material to SPAC.

 

3.20 Information Supplied. None of the information supplied or to be supplied by SPAC expressly for inclusion or incorporation by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) or stock exchange (including the NYSE) with respect to the Transactions; (b) in the Registration Statement; or (c) in the mailings or other distributions to the SPAC Shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by SPAC expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, SPAC makes no representation, warranty or covenant with respect to any information supplied by or on behalf of the Company, Pubco or any of their respective Affiliates.

 

3.21 Trust Account. As of the date hereof, there is at least $52,159,000 held in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, SPAC’s Organizational Documents and the IPO Prospectus. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. SPAC has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of SPAC and, to the Knowledge of SPAC, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the Knowledge of SPAC, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by SPAC to be inaccurate or that would entitle any Person (other than holders of SPAC Class A Ordinary Shares who shall have elected to redeem their SPAC Class A Ordinary Shares pursuant to SPAC’s Organizational Documents and the underwriters of the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account prior to the closing of a Business Combination. As of the date hereof, SPAC does not have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to SPAC (subject to any Redemptions) on the Closing Date. There are no Actions pending with respect to the Trust Account. SPAC has not released any money from the Trust Account other than as permitted by the Trust Agreement. As of the Effective Time, the obligations of SPAC to dissolve or liquidate pursuant to SPAC’s Organizational Documents shall terminate and SPAC shall have no obligation whatsoever pursuant to SPAC’s Organizational Documents to dissolve and liquidate the assets of SPAC by reason of the consummation of the transactions contemplated herein. Following the Closing, no SPAC Shareholder is or shall be entitled to receive any amount from the Trust Account except to the extent such shareholder shall have elected to tender its SPAC Class A Ordinary Shares for redemption pursuant to any Redemption in compliance with SPAC’s Organizational Documents.

 

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3.22 Independent Investigation. SPAC has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) and assets of the LLP Companies and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the LLP Companies for such purpose. SPAC acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the Transactions, it has relied solely upon its own investigation and the express representations and warranties of the Company set forth in this Agreement (including the related portions of the Company Disclosure Schedules) and in any certificate delivered to SPAC pursuant hereto, and the information provided by or on behalf of the Company for the Registration Statement; and (b) neither the Company nor its Representatives have made any representation or warranty as to the LLP Companies or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules) or in any certificate delivered to SPAC pursuant hereto.

 

3.23 No Other Representations. Except for the representations and warranties expressly made by SPAC in this Article III (as modified by the SPAC Disclosure Schedules) or as expressly set forth in an Ancillary Document, neither SPAC nor any other Person on its behalf makes any express or implied representation or warranty with respect to SPAC or its business, operations, assets or Liabilities, or the Transactions, and SPAC hereby expressly disclaims any other representations or warranties, whether implied or made by SPAC or any of its Representatives. Except for the representations and warranties expressly made by SPAC in this Article III (as modified by the SPAC Disclosure Schedules) or in an Ancillary Document, SPAC hereby expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to the LLP Companies, Pubco or any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to the LLP Companies, Pubco or any of their respective Representatives by any Representative of SPAC), including any representations or warranties regarding the probable success or profitability of the businesses of SPAC.

 

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Article IV

Representations and Warranties of the Company

 

Except as set forth in the disclosure schedules delivered by the Company to SPAC on the date hereof (the “Company Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer (such Sections of the Company Disclosure Schedules to qualify the correspondingly numbered representation or warranty if specified therein and such other representation or warranty where its relevance as an exception to, or disclosure for purposes of, such other representation or warranty is reasonably apparent on the face of such disclosure), the Company hereby represents and warrants to SPAC, as of the date hereof, and to SPAC and Pubco as of the Closing, as follows:

 

4.1 Organization and Standing. The Company is duly incorporated as a company, validly existing and in good standing under the Laws of Panama and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each other LLP Company is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each LLP Company is duly qualified or licensed and in good standing (to the extent such concept applies) in the jurisdiction in which it is incorporated or registered and in each other jurisdiction where it does business or operates to the extent that the character of the property owned, or leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. Schedule 4.1 lists all jurisdictions in which any LLP Company is qualified to conduct business and all names other than its legal name under which any LLP Company does business. The Company has provided to SPAC accurate and complete copies of the Organizational Documents of each LLP Company, each as amended to date and as currently in effect. No LLP Company is in violation of any provision of its Organizational Documents in any material respect.

 

4.2 Authorization; Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the Transactions, subject to obtaining the Required Company Shareholder Approval and the Regulatory Approvals. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the Transactions, (a) have been duly and validly authorized by the board of directors and, on or prior to the Closing, the Company Shareholders in accordance with the Company’s Organizational Documents, Law 32, any other applicable Law and any Contract to which the Company or any Company Shareholders are party or bound, and (b) other than the Required Company Shareholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and the Company Shareholders, (ii) approved this Agreement and the Transactions in accordance with the Company’s Organizational Documents and Law 32, (iii) directed that this Agreement and the Transactions be submitted to the Company Shareholders for adoption, and (iv) resolved to recommend that the Company Shareholders adopt this Agreement and the Transactions. The Voting Agreement delivered by the Company include holders of Company Ordinary Shares representing at least the Required Company Shareholder Approval, and such Voting Agreement is in full force and effect.

 

4.3 Capitalization.

 

(a) The Company is authorized to issue 300,000,000 Company Ordinary Shares. The issued and outstanding capital shares of the Company consists of 168,142,740 Company Ordinary Shares, and there are no other issued or outstanding equity interests of the Company. Prior to giving effect to the Transactions, all of the issued and outstanding Company Ordinary Shares and other equity interests of the Company, including the number and class or series (as applicable) of shares, are set forth on Schedule 4.3(a), along with the beneficial and record owners thereof, all of which Company Ordinary Shares and other equity interests are owned free and clear of any Liens other than those imposed under the Company Organizational Documents and applicable securities Laws. All of the outstanding Company Ordinary Shares and other equity interests of the Company have been duly authorized, are fully paid and non-assessable and not in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Law 32, any other applicable Law, the Company’s Organizational Documents or any Contract to which the Company is a party or by which the Company or its securities are bound. The Company does not, directly or indirectly, hold any of its shares or other equity interests in treasury.

 

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(b) There are no Company Convertible Securities (including any options or similar rights to acquire equity securities of the Company) or preemptive rights or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company or, to the Knowledge of the Company, any Company Shareholders are a party or bound relating to any equity securities of the Company, whether or not outstanding. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company. Except for the Voting Agreement, there are no voting trusts, proxies, shareholders’ agreements or any other written agreements or understandings with respect to the voting of the Company’s equity interests. Except as set forth in the Company’s Organizational Documents, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of its equity interests or securities, nor has the Company granted any registration rights to any Person with respect to its equity securities. All of the issued and outstanding securities of the Company have been granted, offered, sold and issued in compliance in all material respects with all applicable securities Laws. As a result of the consummation of the transactions contemplated by this Agreement, no equity interests of the Company are issuable and no rights in connection with any interests, warrants, rights, options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

 

(c) Since December 31, 2022, the Company has not declared or paid any distribution or dividend in respect of its equity interests and has not repurchased, redeemed or otherwise acquired any equity interests of the Company, and the board of directors of the Company has not authorized any of the foregoing.

 

4.4 Subsidiaries. Schedule 4.4 sets forth the name of each Subsidiary of the Company, and with respect to each such Subsidiary (a) its jurisdiction of organization, (b) its authorized shares, quotas or other equity interests (if applicable), and (c) the number of issued and outstanding shares, quotas or other equity interests and the record holders and beneficial owners thereof. All of the outstanding equity securities of each Subsidiary of the Company are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance in all material respects with all applicable securities Laws, and owned by one or more of the LLP Companies free and clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents). There are no Contracts to which the Company or any of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the equity interests of any Subsidiary of the Company other than the Organizational Documents of any such Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of the Company is a party or which are binding upon any Subsidiary of the Company providing for the issuance or redemption of any equity interests of any Subsidiary of the Company. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary of the Company. No Subsidiary of the Company has any limitation, whether by Contract, Order or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another LLP Company. Except for the equity interests of the Subsidiaries listed on Schedule 4.4, the Company does not own or have any rights to acquire, directly or indirectly, any equity interests of, or otherwise Control, any Person. No LLP Company is a participant in any joint venture, partnership or similar arrangement. There are no outstanding contractual obligations of an LLP Company to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

 

4.5 Governmental Approvals. Except as otherwise described on Schedule 4.5, no Consent of or with any Governmental Authority on the part of any LLP Company is required to be obtained or made in connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary Documents or the consummation by the Company of the Transactions other than (a) the Regulatory Approvals, (b) such filings as expressly contemplated by this Agreement, including the filing of the SPAC Plan of Merger with the Cayman Islands Registrar in accordance with the applicable provisions of the Cayman Islands Companies Act, (c) pursuant to Antitrust Laws, (d) any filings required with the NYSE or the SEC with respect to the Transactions, (e) any filings required under the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder, and (f) those Consents, the failure of which to obtain prior to the Closing, would not individually or in the aggregate reasonably be expected to be material to the LLP Companies taken as a whole, or the ability of the Company to perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

 

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4.6 Non-Contravention. The execution and delivery by the Company (or any other LLP Company, as applicable) of this Agreement and each Ancillary Document to which any LLP Company is or is required to be a party or otherwise bound, and the consummation by any LLP Company of the Transactions and compliance by any LLP Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any LLP Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any LLP Company or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any LLP Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of any LLP Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Company Material Contract, except in cases of clauses (b) and (c), as would not individually or in the aggregate reasonably be expected to be material to the LLP Companies, taken as a whole, or the ability of the Company to perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

 

4.7 Financial Statements.

 

(a) As used herein, the term “Company Financials” means (i) when delivered in accordance with Section 5.4(a), the PCAOB Company Financials, (ii) the consolidated audited financial statements of the LLP Companies (including, in each case, any related notes thereto), consisting of the consolidated statement of financial position of the LLP Companies as of December 31, 2022 and December 31, 2021, and the related consolidated audited statements of profit or loss and other comprehensive income, statements of changes in equity, and statements of cash flows for the years then ended (collectively, the “Annual Company Financials”), and (iii) the consolidated unaudited financial statements of the LLP Companies, consisting of the consolidated statement of financial position of the LLP Companies as of June 30, 2023 (the “Interim Balance Sheet Date”), and the related consolidated unaudited statements of profit or loss and other comprehensive income, statements of changes in equity, and statements of cash flows for the six (6) month period then ended (collectively, the “Interim Company Financials”). The Company Financials (including the PCAOB Company Financials when delivered) (i) were prepared based upon the books and records of the LLP Companies as of the times and for the periods referred to therein, (ii) were prepared in accordance with IFRS, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for IFRS and exclude year-end adjustments which will not be material in amount) and (iii) fairly present in all material respects the consolidated financial position of the LLP Companies as of the respective dates thereof and the consolidated results of the operations and cash flows of the LLP Companies for the periods indicated. The PCAOB Company Financials, when delivered in accordance with Section 5.4(a), will comply in all material respects with all applicable accounting requirements under the Securities Act and the rules and regulations of the SEC thereunder.

 

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(b) The Company maintains internal accounting controls that are sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations and (ii) transactions are recorded as necessary to permit preparation of the financial statements in conformity with IFRS, applied on a consistent basis, and to maintain accountability for the Company’s assets. All of the financial books and records of the LLP Companies are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws. No LLP Company has been subject to or involved in any material fraud that involves management or other employees who have a significant role in the internal controls over financial reporting of any LLP Company. Since January 1, 2021, no LLP Company or its Representatives has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of any LLP Company or its internal accounting controls, including any material written complaint, allegation, assertion or claim that any LLP Company has engaged in questionable accounting or auditing practices. No LLP Company has ever been subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act.

 

(c) The LLP Companies do not have any Indebtedness other than the Indebtedness set forth on Schedule 4.7(c), and in such amounts (including principal and any accrued but unpaid interest or other obligations with respect to such Indebtedness), as set forth on Schedule 4.7(c). No Indebtedness of any LLP Company contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by any LLP Company, or (iii) the ability of the LLP Companies to grant any Lien on their respective properties or assets.

 

(d) No LLP Company is subject to any Liabilities or obligations (whether or not required to be reflected on a balance sheet prepared in accordance with IFRS or GAAP), including any off-balance sheet obligations or any “variable interest entities” (within the meaning of the Accounting Standards Codification 810), except for those that are either (i) adequately reflected or reserved on or provided for in the consolidated balance sheet of the Company and its Subsidiaries as of the Interim Balance Sheet Date contained in the Company Financials or (ii) that were incurred after the Interim Balance Sheet Date in the ordinary course of business consistent with past practice (other than Liabilities for breach of any Contract or violation of any Law) and without breach of this Agreement.

 

(e) All financial projections with respect to the LLP Companies that were delivered by or on behalf of the Company to SPAC or Pubco or their respective Representatives were prepared in good faith using assumptions that the Company believed to be reasonable at the time of their preparation.

 

(f) All accounts, notes and other receivables, whether or not accrued, and whether or not billed, of the LLP Companies (the “Accounts Receivable”) arose from sales actually made or services actually performed in the ordinary course of business and represent valid obligations owing to an LLP Company arising from its business. None of the Accounts Receivable are subject to any right of recourse, defense, deduction, return of goods, counterclaim, offset, or set off on the part of the obligor in excess of any amounts reserved therefore on the Company Financials.

 

4.8 Absence of Certain Changes. Except for actions expressly contemplated by this Agreement, since December 31, 2022, each LLP Company has (a) conducted its business only in the ordinary course of business consistent with past practice, (b) not been subject to a Material Adverse Effect and (c) has not taken any action or committed or agreed to take any action that would be prohibited by Section 5.2 (without giving effect to Schedule 5.2) if such action were taken on or after the date hereof without the consent of SPAC.

 

4.9 Compliance with Laws. No LLP Company is, or in the past five (5) years has been, in material conflict or material non-compliance with, or in material default or violation of, nor has any LLP Company received in the past five (5) years, any written or, to the Knowledge of the Company, oral notice of any material conflict or non-compliance with, or material default or violation of, any applicable Laws by which it or any of its properties, assets, employees, business or operations are or were bound or affected.

 

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4.10 Company Permits. Each LLP Company (and its employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any LLP Company), holds all Permits necessary to lawfully conduct in all material respects its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (collectively, the “Company Permits”). The Company has made available to SPAC true, correct and complete copies of all material Company Permits. All of the Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the Company’s Knowledge, threatened. No LLP Company is in violation in any material respect of the terms of any Company Permit, and, since January 1, 2020, no LLP Company has received any written or, to the Knowledge of the Company, oral notice of any Actions relating to the revocation or modification of any material Company Permit.

 

4.11 Litigation. There is no (a) Action of any nature currently pending or, to the Company’s Knowledge, threatened (and no such Action has been brought or, to the Company’s Knowledge, threatened in the past five (5) years); or (b) Order now pending or outstanding or that was rendered by a Governmental Authority in the past five (5) years, in either case of (a) or (b) by or against any LLP Company, its current or former directors, officers or equity holders (provided, that any litigation involving the directors, officers or equity holders of an LLP Company must be related to the LLP Company’s business, equity securities or assets), its business, equity securities or assets. The items listed on Schedule 4.11, if finally determined adverse to the LLP Companies, will not have, either individually or in the aggregate, a Material Adverse Effect upon any LLP Company. In the past five (5) years, none of the current or former officers, senior management or directors of any LLP Company have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.

 

4.12 Material Contracts.

 

(a) Schedule 4.12(a) sets forth a true, correct and complete list of, and the Company has made available to SPAC (including written summaries of oral Contracts), true, correct and complete copies of, each Contract to which any LLP Company is a party or by which any LLP Company, or any of its properties or assets are bound (each Contract required to be set forth on Schedule 4.12(a), a “Company Material Contract”) that:

 

(i) contains covenants that limit in any material respect the ability of any LLP Company (A) to compete in any line of business or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire an interest in any other Person;

 

(ii) relates to the formation, creation, operation, management or control of any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture;

 

(iii) involves any exchange-traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices;

 

(iv) evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any LLP Company having an outstanding principal amount in excess of $250,000;

 

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(v) involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $250,000 (other than in the ordinary course of business consistent with past practice) or shares or other equity interests of any LLP Company or another Person;

 

(vi) relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity or its business or material assets or the sale of any LLP Company, its business or material assets;

 

(vii) by its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the LLP Companies under such Contract or Contracts of at least $250,000 per year or $500,000 in the aggregate;

 

(viii) is with any Top Customer or Top Vendor;

 

(ix) obligates the LLP Companies to provide continuing indemnification (excluding Contracts executed principally with respect to another subject matter that contain, as part thereof, customary indemnification provisions) or a guarantee of obligations of a third party, in either case, after the date hereof in excess of $250,000;

 

(x) is between any LLP Company and any directors, officers or employees of an LLP Company, or any Related Person (other than at-will employment, assignment of Intellectual Property or confidentiality arrangements with employees entered into in the ordinary course of business, consistent with past practice), including all non-competition, severance and indemnification agreements;

 

(xi) obligates the LLP Companies to make any capital commitment or expenditure in excess of $250,000 (including pursuant to any joint venture);

 

(xii) relates to a material settlement entered into within three (3) years prior to the date of this Agreement or under which any LLP Company has outstanding obligations (other than customary confidentiality obligations);

 

(xiii) provides another Person (other than another LLP Company or any manager, director or officer of any LLP Company) with a power of attorney; or

 

(xiv) is otherwise material to any LLP Company and outside of the ordinary course of business and not described in clauses (i) through (xiii).

 

(b) With respect to each Company Material Contract: (i) such Company Material Contract is valid and binding and enforceable in all respects against the LLP Company party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions); (ii) no LLP Company is in breach or default, in any material respect, and, to the Knowledge of the Company, no event has occurred that with the passage of time or giving of notice or both would constitute a material breach or default by any LLP Company, or permit termination or acceleration by the other party thereto, under such Company Material Contract; (iii) to the Knowledge of the Company, no other party to such Company Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a material breach or default by such other party, or permit termination or acceleration by any LLP Company, under such Company Material Contract; (iv) no LLP Company has received written or, to the Knowledge of the Company, oral notice of an intention by any party to any such Company Material Contract to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary course of business that do not adversely affect the LLP Companies, taken as a whole, in any material respect; and (v) no LLP Company has waived any material rights under any such Company Material Contract.

 

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4.13 Intellectual Property.

 

(a) Schedule 4.13(a)(i) sets forth (i) all Patents and Patent applications, Trademarks and service mark registrations and applications, Copyright registrations and applications and domain name registrations owned or purported to be owned by an LLP Company (“Company Registered IP”), specifying as to each item, as applicable: (A) the title of the item, (B) the owner of the item, (C) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration has been filed and (D) the issuance, registration or application numbers, and (ii) all material unregistered Intellectual Property owned or purported to be owned by an LLP Company. Schedule 4.13(a)(ii) sets forth all Intellectual Property licenses, sublicenses and other agreements or permissions that are material to the LLP Companies’ businesses as currently conducted (other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available to the public generally with license, maintenance, support and other fees of less than $20,000 per year which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which an LLP Company is a licensee or otherwise is authorized to use or practice any material Intellectual Property (“Company IP Licenses”). The LLP Companies own, free and clear of all Liens (other than Permitted Liens), have valid and enforceable rights in, and have the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by the LLP Companies, and previously used or licensed by the LLP Companies, except for the Intellectual Property that is the subject of the Company IP Licenses. All Company Registered IP is owned exclusively by the applicable LLP Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP.

 

(b) To the Knowledge of the Company, each LLP Company has a valid and enforceable license to use all material Intellectual Property that is the subject of the Company IP Licenses applicable to such LLP Company (except, in each case, as such enforcement may be limited by the Enforceability Exceptions). The Company IP Licenses include all of the licenses, sublicenses and other agreements or permissions for material Intellectual Property necessary to operate the LLP Companies as presently conducted. Each LLP Company has performed all material obligations imposed on it in the Company IP Licenses, and such LLP Company is not, nor, to the Knowledge of the Company, is any other party thereto, in breach or default thereunder in any material respect, and, to the Company’s Knowledge, nor has any event occurred that with notice or lapse of time or both would constitute a material default by any LLP Company or other party thereunder. All registrations for material Copyrights, Patents, Trademarks and domain names that are owned by any LLP Company are valid and in force, and to the Knowledge of the Company, all applications to register any Copyrights, Patents and Trademarks are pending and in good standing, all without challenge of any kind.

 

(c) Schedule 4.13(c) sets forth all licenses, sublicenses and other agreements or permissions under which an LLP Company is the licensor (each, an “Outbound IP License”), and for each such Outbound IP License, describes (i) the applicable Intellectual Property licensed, (ii) the licensee under such Outbound IP License, and (iii) any royalties, license fees or other compensation due to an LLP Company, if any. Each LLP Company has performed all obligations imposed on it in the Outbound IP Licenses, and such LLP Company is not, nor, to the Knowledge of the Company, is any other party thereto, in breach or default thereunder, nor has any event occurred that with notice or lapse of time or both would constitute a default thereunder.

 

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(d) No Action is pending or, to the Company’s Knowledge, threatened against an LLP Company that challenges the validity, enforceability, ownership, or right to use, sell, license or sublicense any material Intellectual Property currently owned, licensed, used or held for use by the LLP Companies. Since January 1, 2020, no LLP Company has received any written or, to the Knowledge of the Company, oral notice or claim that is currently pending, asserting that any infringement, misappropriation, violation, dilution or unauthorized use of the Intellectual Property of any other Person in any material respects is or may be occurring or has or may have occurred, as a consequence of the business activities of any LLP Company. There are no Orders to which any LLP Company is a party or otherwise bound that (i) restrict the rights of an LLP Company to use, transfer, license or enforce any material Intellectual Property owned by an LLP Company, (ii) restrict the conduct of the business of an LLP Company in any material respect in order to accommodate a third party’s Intellectual Property, or (iii) grant any third party any right with respect to any Intellectual Property owned or purported to be owned by an LLP Company. No LLP Company is currently infringing, or since January 1, 2020, has, infringed, misappropriated or violated any Intellectual Property of any other Person in any material respect as a result of the ownership, use or license of any material Intellectual Property owned by any LLP Company or as a consequence of the business activities of any LLP Company. To the Company’s Knowledge, no third party is infringing upon, has misappropriated or is otherwise violating any Intellectual Property owned, licensed by, licensed to, or otherwise used or held for use any LLP Company and material to the LLP Companies’ businesses as currently conducted (“Company IP”) in any material respect.

 

(e) No current or former officers, employees or independent contractors of an LLP Company have claimed in writing any ownership interest in any material Intellectual Property owned by an LLP Company. Each LLP Company has taken commercially reasonable security measures for the purposes of protecting the secrecy, confidentiality and value of the material Company IP, including material Trade Secrets.

 

(f) To the Knowledge of the Company, since January 1, 2020, (i) no Person has obtained unauthorized access in any material respects to third party personal information and data regarding individuals that are protected by applicable data privacy Law, in the possession of an LLP Company, and (ii) nor has there been any other material compromise of the security, confidentiality or integrity of such information or data. Each LLP Company has complied in all material respects with all applicable Laws relating to privacy, personal data protection, and the collection, processing and use of such personal information and its own privacy policies and guidelines.

 

(g) The consummation of any of the transactions contemplated by this Agreement will not result in the material breach, material modification, cancellation, termination, suspension of, or acceleration of any payments by an LLP Company under, or release of source code for Software included in Company IP because of (i) any Contract providing for the license by an LLP Company to a third party of material Intellectual Property owned by an LLP Company, or (ii) any Company IP License. Following the Closing, the Company shall be permitted to exercise, directly or indirectly through its Subsidiaries, all of the LLP Companies’ material rights under such Contracts or Company IP Licenses to the same extent that the LLP Companies would have been able to exercise had the transactions contemplated by this Agreement not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the LLP Companies would otherwise be required to pay in the absence of such transactions.

 

4.14 Taxes and Returns.

 

(a) Each LLP Company has or will have timely filed, or caused to be timely filed, all applicable material Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established.

 

(b) There is no current pending or, to the Knowledge of the Company, threatened Action against an LLP Company by a Governmental Authority in a jurisdiction where the LLP Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

 

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(c) No LLP Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against an LLP Company in respect of any material Tax, and no LLP Company has been notified in writing of any material proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established).

 

(d) There are no Liens with respect to any Taxes upon any LLP Company’s assets, other than Permitted Liens.

 

(e) Each LLP Company has collected or withheld all material Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due.

 

(f) No LLP Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by an LLP Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

 

(g) No LLP Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in U.S. Treasury Regulation section 1.6011-4.

 

(h) No LLP Company has any Liability for the Taxes of another Person (other than another LLP Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes). No LLP Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on such LLP Company with respect to any period following the Closing Date.

 

4.15 Real Property.

 

(a) Schedule 4.15(a) contains a complete and accurate list as of the date of this Agreement of all premises currently leased or subleased or otherwise used or occupied by an LLP Company for the operation of the business of an LLP Company (“Leased Real Property”), and of all current leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof or waivers thereto (collectively, the “Company Real Property Leases”), as well as the current annual rent and term under each Company Real Property Lease and, if applicable, the property identification number. The Company has provided to SPAC a true and complete copy of each of the Company Real Property Leases, and in the case of any oral Company Real Property Lease, a written summary of the material terms of such Company Real Property Lease. The Company Real Property Leases are valid, binding and enforceable against the LLP Company party thereto and, to the Knowledge of the Company, each other party thereto, in accordance with their terms and are in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions). To the Knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default on the part of an LLP Company or any other party under any of the Company Real Property Leases, and no LLP Company has received written or, to the Knowledge of the Company, oral notice of any such condition.

 

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(b) Schedule 4.15(b) sets forth a materially correct legal description, exact location and tax identification number of all real property in which any LLP Company has an ownership interest (the “Owned Real Property”). The Company has provided to SPAC accurate and complete copies of (i) all deeds and other instruments (as recorded) by which the LLP Companies acquired their respective interests in the Owned Real Property and (ii) all title reports, surveys, title policies, encumbrances and appraisals available to the LLP Companies with respect to the Owned Real Property. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. The LLP Companies have good and marketable fee simple title to the Owned Real Property.

 

(c) Each applicable LLP Company is in peaceful and undisturbed possession of the Owned Real Property and Leased Real Property, and there are no contractual or legal restrictions that preclude or restrict the ability in any material respect of any LLP Company to use such Owned Real Property or Leased Real Property for the purposes for which it is currently being used. Except as set forth on Schedule 4.15(c), no LLP Company has subleased, licensed or otherwise granted to any Person the right to use or occupy any portion of the Owned Real Property or Leased Real Property, and no LLP Company has received notice, and the Company has no Knowledge, of any claim of any Person to the contrary.

 

(d) Use of the Owned Real Property and the Leased Real Property for the various purposes for which it is presently being used is permitted as of right under applicable urbanization, zoning and other land use Laws and is not subject to “permitted non-conforming” use or structure classifications. All buildings, structures, fixtures and other improvements included in the Owned Real Property or Leased Real Property (collectively, the “Improvements”) are in compliance in all material respects with all applicable Laws, including those pertaining to health and safety, zoning, building and construction requirements as well as accessibility requirements. No part of any Improvement encroaches on, or otherwise conflicts in any material respect with the property rights of, any real property not included in the Owned Real Property or Leased Real Property, and there are no buildings, structures, fixtures or other improvements primarily situated on adjoining property which encroach on any part of the Owned Real Property or Leased Real Property, or otherwise conflict in any material respect with the property rights and construction requirements of the LLP Companies. There is no existing or, to the Knowledge of the Company, proposed plan to modify or realign any street or highway or any existing, proposed or, to the Company’s Knowledge, threatened eminent domain or other public acquisition proceeding that would result in the taking of all or any substantial part of any Owned Real Property or Leased Real Property or that would prevent or hinder in any material respect the continued use and enjoyment of any Owned Real Property or Leased Real Property as heretofore used in the conduct of the businesses of the LLP Companies. The Improvements are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, are free from latent and patent defects, are suitable for the purposes for which they are being used and currently planned to be used by the LLP Companies and, to the Company’s Knowledge, have been maintained in accordance with normal industry practice.

 

4.16 Personal Property. Each item of Personal Property which is currently owned, used or leased by an LLP Company with a book value or fair market value of greater than Fifty Thousand Dollars ($50,000) is in good operating condition and repair (reasonable wear and tear excepted consistent with the age of such items), and is suitable for its intended use in the business of the LLP Companies. The operation of each LLP Company’s business as it is now conducted or presently proposed to be conducted is not dependent upon the right to use the Personal Property of Persons other than an LLP Company, except for such Personal Property that is owned, leased or licensed by, or otherwise contracted to, an LLP Company.

 

4.17 Title to and Sufficiency of Assets. Each LLP Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date and (d) Liens set forth on Schedule 4.17. The assets (including Intellectual Property rights and contractual rights) of the LLP Companies constitute all of the assets, rights and properties that are used in the operation of the businesses of the LLP Companies as it is now conducted and presently proposed to be conducted or that are used or held by the LLP Companies for use in the operation of the businesses of the LLP Companies, and taken together, are adequate and sufficient in all material respects, for the operation of the businesses of the LLP Companies as currently conducted and as presently proposed to be conducted.

 

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4.18 Employee Matters.

 

(a) No LLP Company is a party to any collective bargaining agreement or other Contract covering any group of employees, labor organization or other representative of any of the employees of any LLP Company and the Company has no Knowledge of any activities or proceedings of any labor union or other party to organize or represent such employees. Since January 1, 2020, there has not occurred or, to the Knowledge of the Company, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any such employees. Schedule 4.18(a) sets forth all unresolved labor controversies (including unresolved grievances and age or other discrimination claims), if any, that are pending, or, to the Knowledge of the Company, threatened between any LLP Company and Persons employed by or providing services as independent contractors to an LLP Company. No current officer or employee of an LLP Company has, to the Company’s Knowledge, provided any LLP Company written or oral notice of his or her plan to terminate his or her employment with any LLP Company.

 

(b) Each LLP Company (i) is, and for the past five (5) years has been, in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, health and safety and wages and hours, and other Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and has not received written or, to the Knowledge of the Company, oral notice that there is any pending Action involving unfair labor practices against an LLP Company, (ii) is not liable for any material past due arrears of wages or any material penalty for failure to comply with any of the foregoing, and (iii) is not liable for any material payment to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other than routine payments to be made in the ordinary course of business and consistent with past practice). There are no material Actions pending or, to the Knowledge of the Company, threatened against an LLP Company brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging to be a current or former employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

 

(c) Schedule 4.18(c) hereto sets forth a complete and accurate list as of the date hereof of all employees with a compensation of at least $100,000 per year of the LLP Companies (with names redacted) showing for each as of such date (i) the employee’s name, job title or description, employer, location, salary level (including any bonus, commission, deferred compensation or other remuneration payable (other than any such arrangements under which payments are at the discretion of the LLP Companies)), (ii) any bonus, commission or other remuneration other than salary paid during the calendar year ended December 31, 2022, and (iii) any wages, salary, bonus, commission or other compensation due and owing to each employee during or for the calendar year ending December 31, 2023. No employee is a party to a written employment Contract with an LLP Company, unless and to the extent required by applicable Law, and each is employed “at will”. The LLP Companies have paid in full to all their employees all wages, salaries, commission, bonuses and other compensation due to their employees, including overtime compensation, and no LLP Company has any obligation or Liability (whether or not contingent) with respect to severance payments to any such employees under the terms of any written or, to the Company’s Knowledge, oral agreement, or commitment or any applicable Law, custom, trade or practice.

 

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(d) Schedule 4.18(d) contains a list, as of the date hereof, of all independent contractors (including consultants) engaged by any LLP Company, along with the position, the entity engaging such Person, date of retention and rate of remuneration. All independent contractors of an LLP Company are a party to a written Contract with an LLP Company. For the purposes of applicable Law, including the Code, all independent contractors who are currently, or within the last five (5) years have been, engaged by an LLP Company are bona fide independent contractors and not employees of an LLP Company. Each independent contractor’s engagement is terminable on fewer than thirty (30) days’ notice, without any obligation of any LLP Company to pay severance or a termination fee.

 

4.19 Benefit Plans.

 

(a) Set forth on Schedule 4.19(a) is a true and complete list of each material Foreign Plan of an LLP Company (each, a “Company Benefit Plan”). No LLP Company currently maintains or contributes to, or has any material Liabilities with respect to, or since January 1, 2020 has maintained or contributed to (or has or had an obligation to contribute to), or had any material Liabilities with respect to, any Benefit Plan, whether or not subject to ERISA, which is not a Foreign Plan.

 

(b) With respect to each material Company Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary thereof) of an LLP Company, the Company has made available to SPAC accurate and complete copies, if applicable, of: (i) all current plan documents and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto), and written descriptions of any material Company Benefit Plans which are not in writing; (ii) the most recent annual and periodic accounting of plan assets; (iii) the most recent actuarial valuation; and (iv) all material communications since January 1, 2020 with any Governmental Authority concerning any matter that is still pending or for which an LLP Company has any outstanding material Liability or obligation.

 

(c) With respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered and enforced in all material respects in accordance with its terms and the requirements of all applicable Laws, and has been maintained, where required, in good standing in all material respects with applicable regulatory authorities and Governmental Authorities; (ii) no breach of fiduciary duty that would result in a material Liability to the LLP Companies, taken as a whole, has occurred; (iii) no Action is pending, or to the Company’s Knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration) that would result in a material Liability to the LLP Companies, taken as a whole; (iv) all contributions, premiums and other payments (including any special contribution, interest or penalty) required to be made with respect to a Company Benefit Plan have been timely made, (v) all benefits accrued under any unfunded Company Benefit Plan has been paid, accrued, or otherwise adequately reserved in accordance with IFRS and are reflected on the Company Financials; and (vi) no Company Benefit Plan provides for retroactive increases in contributions, premiums or other payments in relation thereto. No LLP Company has incurred any material obligation in connection with the termination of, or withdrawal from, any Company Benefit Plan.

 

(d) To the extent applicable, the present value of the accrued benefit liabilities (whether or not vested) under each Company Benefit Plan, determined as of the end of the Company’s most recently ended fiscal year on the basis of reasonable actuarial assumptions did not materially exceed the current value of the assets of such Company Benefit Plan allocable to such benefit liabilities.

 

(e) The consummation of the Transactions will not: (i) entitle any individual to severance pay, unemployment compensation or other benefits or compensation under any Company Benefit Plan or under any applicable Law; or (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due, or in respect of, any director, employee or independent contractor of an LLP Company.

 

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(f) Except to the extent required by applicable Law, no LLP Company provides material health or life insurance benefits to any former or retired employee or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment or service.

 

4.20 Environmental Matters.

 

(a) Each LLP Company is and has been in compliance in all material respects with all applicable Environmental Laws, including obtaining, maintaining in good standing, and complying in all material respects with all material Permits required for its business and operations by Environmental Laws (“Environmental Permits”), and no material Action is pending or, to the Company’s Knowledge, threatened to revoke, modify, or terminate any such Environmental Permit, and, to the Company’s Knowledge, no facts, circumstances, or conditions currently exist that could adversely affect such continued compliance with Environmental Laws and Environmental Permits or require capital expenditures to achieve or maintain such continued compliance with Environmental Laws and Environmental Permit.

 

(b) No LLP Company is the subject of any outstanding Order or Contract with any Governmental Authority or other Person in respect of any (i) Environmental Laws, (ii) Remedial Action, or (iii) Release or threatened Release of a Hazardous Material in each case that would give rise to any material Liability. No LLP Company has assumed, contractually or by operation of Law, any material Liabilities or obligations under any Environmental Laws that are outstanding.

 

(c) No Action is pending, or to the Company’s Knowledge, threatened against any LLP Company or any assets of an LLP Company alleging either or both that an LLP Company is in material violation of any Environmental Law or Environmental Permit or may have any material Liability under any Environmental Law.

 

(d) No LLP Company has manufactured, treated, stored, disposed of, arranged for or permitted the disposal of, generated, handled or Released any Hazardous Material, or owned or operated any property or facility, in a manner that has given or would reasonably be expected to give rise to any material Liability or obligation of the LLP Companies, taken as a whole, under applicable Environmental Laws. To the Company’s Knowledge, no fact, circumstance, or condition exists in respect of any LLP Company or any property currently or formerly owned, operated, or leased by any LLP Company or any property to which an LLP Company arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in an LLP Company incurring any material Environmental Liabilities.

 

(e) To the Company’s Knowledge, there is no investigation by a Governmental Authority of the business, operations, or currently owned, operated, or leased property of an LLP Company or previously owned, operated, or leased property of an LLP Company pending or threatened that could lead to the imposition of any material Liens under any Environmental Law or material Environmental Liabilities.

 

(f) To the Knowledge of the Company, there is not located at any of the properties of an LLP Company any (i) underground storage tanks, (ii) asbestos-containing material, or (iii) equipment containing polychlorinated biphenyls, in each case, that would reasonably be expect to result or result in the LLP Companies, taken as a whole, incurring any material Liability or obligation under applicable Environmental Laws.

 

(g) The Company has provided to SPAC all material environmental site assessments, audits, studies, reports, analysis and results of investigations that have been performed in respect of the currently or previously owned, leased, or operated properties of any LLP Company, in each case that are in the Company’s possession or control.

 

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4.21 Transactions with Related Persons. No LLP Company nor any of their Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of an LLP Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with an LLP Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the LLP Company), (b) providing for the rental of real property or Personal Property from, or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the LLP Company in the ordinary course of business consistent with past practice), any Related Person or any Person in which any Related Person has a position as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect ownership interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). No LLP Company has outstanding any Contract or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any LLP Company, in each case other than pursuant to an Ancillary Document. Except as provided for in any Ancillary Document, the assets of the LLP Companies do not include any material receivable or other material obligation from a Related Person, and the liabilities of the LLP Companies do not include any material payable or other material obligation or commitment to any Related Person.

 

4.22 Business Insurance.

 

(a) Schedule 4.22(a) lists all material insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by an LLP Company relating to an LLP Company or its business, properties, assets, directors, officers and employees, copies of which have been provided to SPAC. All premiums due and payable under all such insurance policies have been timely paid and the LLP Companies are otherwise in material compliance with the terms of such insurance policies. Each such insurance policy (i) is legal, valid, binding, enforceable and in full force and effect and (ii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the Closing. No LLP Company has any self-insurance or co-insurance programs. Since January 1, 2021, no LLP Company has received any written notice from, or on behalf of, any insurance carrier relating to or involving any adverse change or any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue an insurance policy or non-renewal of a policy.

 

(b) Schedule 4.22(b) identifies each individual insurance claim in excess of $50,000 made by an LLP Company since January 1, 2021. Each LLP Company has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to be material to the LLP Companies, taken as a whole. To the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that would reasonably be expected to (with or without notice or lapse of time) give rise to or serve as a basis for the denial of any such insurance claim. Since January 1, 2021, no LLP Company has made any claim against an insurance policy as to which the insurer is denying coverage.

 

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4.23 Top Customers and Suppliers. Schedule 4.23 lists, by dollar volume received by or paid to the LLP Companies (in aggregate), as applicable, for each of (a) the twelve (12) months ended December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, the ten (10) largest customers of the LLP Companies (the “Top Customers”) and the ten largest suppliers of goods or services to the LLP Companies (the “Top Vendors”), along with the amounts of such dollar volumes. The relationships of each LLP Company with such suppliers and customers are good commercial working relationships and (i) no Top Vendor or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’ Knowledge, oral notice to the Company to cancel or otherwise terminate, any material relationships of such Person with an LLP Company, (ii) no Top Vendor or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or to modify materially its material relationships with an LLP Company or to stop, decrease or limit materially its products or services to any LLP Company or its usage or purchase of the products or services of any LLP Company, (iii) to the Company’s Knowledge, no Top Vendor or Top Customer intends to refuse to pay any material amount due to any LLP Company or seek to exercise any remedy against any LLP Company, (iv) no LLP Company has since January 1, 2022 been engaged in any material dispute with any Top Vendor or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions will not adversely affect the relationship of any LLP Company with any Top Vendor or Top Customer.

 

4.24 Certain Business Practices.

 

(a) In the past five (5) years, no LLP Company, nor any of their respective Representatives acting on their behalf has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 or (iii) made any other unlawful payment. No LLP Company, nor any of their respective Representatives acting on their behalf has directly or knowingly indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder any LLP Company or assist any LLP Company in connection with any actual or proposed transaction.

 

(b) In the past five (5) years, the operations of each LLP Company are and have been conducted at all times in compliance in all material respects with money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving an LLP Company with respect to the any of the foregoing is pending or, to the Knowledge of the Company, threatened.

 

(c) No LLP Company or any of their respective directors or officers, or, to the Knowledge of the Company, any other Representative acting on behalf of an LLP Company is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by OFAC, and no LLP Company has, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last five (5) fiscal years.

 

4.25 Investment Company Act. No LLP Company is an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of a Person subject to registration and regulation as an “investment company”, in each case within the meaning of the Investment Company Act.

 

4.26 Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from SPAC, Pubco, the LLP Companies or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of any LLP Company.

 

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4.27 Information Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions; (b) in the Registration Statement; or (c) in the mailings or other distributions to SPAC Shareholders or Pubco’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by or on behalf of SPAC or its Affiliates.

 

4.28 Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results of operations, condition (financial or otherwise) or assets of SPAC and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of SPAC for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the Transactions, it has relied solely upon its own investigation and the express representations and warranties of SPAC set forth in this Agreement (including the related portions of the SPAC Disclosure Schedules) and in any certificate delivered to the Company pursuant hereto, and the information provided by or on behalf of SPAC for the Registration Statement; and (b) neither SPAC nor its Representatives have made any representation or warranty as to SPAC or this Agreement, except as expressly set forth in this Agreement (including the related portions of the SPAC Disclosure Schedules) or in any certificate delivered to Company pursuant hereto.

 

4.29 No Other Representations. Except for the representations and warranties expressly made by the Company in this Article IV (as modified by the Company Disclosure Schedules) or as expressly set forth in an Ancillary Document, neither the Company nor any other Person on its behalf makes any express or implied representation or warranty with respect to the LLP Companies or their respective businesses, operations, assets or Liabilities, or the Transactions, and the Company hereby expressly disclaims any other representations or warranties, whether implied or made by the Company or any of its Representatives. Except for the representations and warranties expressly made by the Company in this Article IV (as modified by the Company Disclosure Schedules) or in an Ancillary Document, the Company hereby expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to SPAC, Pubco or any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to SPAC, Pubco or any of their respective Representatives by any Representative of the Company), including any representations or warranties regarding the probable success or profitability of the businesses of the LLP Companies.

 

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Article V

Covenants

 

5.1 Access and Information.

 

(a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 or the Closing (the “Interim Period”), subject to Section 5.14, each of the Company, Pubco and the Merger Subs shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the LLP Companies, Pubco or Merger Subs as SPAC or its Representatives may reasonably request regarding the LLP Companies, Pubco or the Merger Subs and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)), and cause each of the Representatives of the Company, Pubco and the Merger Subs to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the LLP Companies, Pubco or the Merger Subs or to create a material risk of damage or destruction to any property or assets of the LLP Companies, Pubco or Company Merger Sub in any material respect; provided further that the Company, Pubco and Company Merger Sub may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company, Pubco or Company Merger Sub to restrict or otherwise prohibit access to such documents or information, (ii) access to such documents or information would likely result in the waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iii) access to a Contract to which the LLP Companies, Company Merger Sub or Pubco is a party or otherwise bound would violate or cause a default under, or give a third party the right terminate or accelerate the rights under, such Contract; provided further that in the event that the Company, Company Merger Sub or Pubco does not provide access or information in reliance on the preceding proviso, it shall use its commercially reasonable efforts to communicate the applicable information to SPAC in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any access to the properties of the LLP Companies, Company Merger Sub or Pubco shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing or soil, surface, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments. Nothing in this Section 5.1(a) shall be construed to require the Company, Company Merger Sub or Pubco to spend material resources to prepare any reports, analyses, appraisals, opinions or other information that they currently do not prepare.

 

(b) During the Interim Period, subject to Section 5.14, SPAC shall give, and shall cause its Representatives to give, the Company, Pubco, the Merger Subs and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPAC or its Subsidiaries, as the Company, Pubco, the Merger Subs or their respective Representatives or Governmental Authorities may reasonably request regarding SPAC, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of SPAC’s Representatives to reasonably cooperate with the Company, Pubco and the Merger Subs and their respective Representatives in their investigation; provided, however, that the Company, Pubco, the Merger Subs and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC or any of its Subsidiaries; provided further that SPAC may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires SPAC to restrict or otherwise prohibit access to such documents or information, (ii) access to such documents or information would likely result in the waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iii) access to a Contract to which SPAC is a party or otherwise bound would violate or cause a default under, or give a third party the right terminate or accelerate the rights under, such Contract; provided further that in the event that SPAC does not provide access or information in reliance on the preceding proviso, it shall use its commercially reasonable efforts to communicate the applicable information to the Company and Pubco in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege.

 

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(c) SPAC shall not, during the Interim Period, contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any LLP Company regarding any LLP Company, its business or the Transactions without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned).

 

5.2 Conduct of Business of the Company, Pubco and the Merger Subs.

 

(a) Unless SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or the Ancillary Documents, as required by applicable Law, as necessary to comply with COVID-19 Measures (or similar pandemic health requirements) or as set forth on Schedule 5.2, the Company, Pubco and the Merger Subs shall, and shall cause their respective Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the LLP Companies, Pubco and the Merger Subs and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice.

 

(b) Without limiting the generality of Section 5.2(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents, as required by applicable Law, as necessary to comply with COVID-19 Measures (or similar pandemic health requirements) or as set forth on Schedule 5.2, during the Interim Period, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), the Company, Pubco and the Merger Subs each shall not, and each shall cause its Subsidiaries not to:

 

(i) amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law;

 

(ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities;

 

(iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

 

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(iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $250,000 individually or $500,000 in the aggregate, make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $250,000 individually or $500,000 in the aggregate;

 

(v) increase the wages, salaries or compensation of its employees other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than ten percent (10%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Benefit Plans or in the ordinary course of business consistent with past practice; provided that the LLP Companies may grant their employees year-end bonuses in the ordinary course of business consistent with past practice (for the avoidance of doubt, any bonuses granted or paid in connection with the Transactions will require the prior written consent of SPAC, and no employee bonuses (whether ordinary course year-end bonuses or Transaction related bonuses) will be included as Expenses or affect the Minimum Cash Condition or the determination of the Non-Retained Founder Shares);

 

(vi) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any material amended Tax Return or claim for a material refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with IFRS;

 

(vii) transfer or license to any Person or otherwise extend, materially amend or modify any material Company IP other than in the ordinary course of business, or permit to lapse or fail to preserve any Company IP, or disclose to any Person who has not entered into a confidentiality agreement, or is otherwise not subject to confidentiality obligations, any material Trade Secrets, other than expirations of rights to any Company Registered IP due to expiration of any applicable period for such registration;

 

(viii) terminate, or waive or assign any material right under any Company Material Contract or enter into any Contract that would be a Company Material Contract, in any case outside of the ordinary course of business consistent with past practice, excluding expirations of Company Material Contracts pursuant to their terms;

 

(ix) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

 

(x) establish any Subsidiary or enter into any new line of business;

 

(xi) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

 

(xii) revalue any of its material assets (other than in the ordinary course of business consistent with past practice) or make any change in accounting methods, principles or practices, except to the extent required to comply with IFRS, and after consulting with such Party’s outside auditors;

 

(xiii) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, such Party or its Affiliates) not in excess of $250,000 (individually or in the aggregate), other than in the ordinary course of business consistent with past practice, or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials or the consolidated financial statements of Pubco, as applicable;

 

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(xiv) close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its material facilities;

 

(xv) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice;

 

(xvi) make capital expenditures in excess of $250,000 individually for any project (or set of related projects) or $500,000 in the aggregate (excluding, for the avoidance of doubt, incurring any Expenses);

 

(xvii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

 

(xviii) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $250,000 individually or $500,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan;

 

(xix) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights;

 

(xx) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company, Pubco or a Merger Sub;

 

(xxi) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement;

 

(xxii) accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course of business consistent with past practice;

 

(xxiii) enter into, amend, waive or terminate (other than terminations in accordance with their terms or as contemplated by this Agreement) any transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); or

 

(xxiv) authorize or agree to do any of the foregoing actions.

 

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5.3 Conduct of Business of SPAC.

 

(a) Unless the Company and Pubco shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or the Ancillary Documents (including as contemplated by the Transaction Financing), as required by applicable Law, as necessary to comply with COVID-19 Measures (or similar pandemic health requirements) or as set forth on Schedule 5.3, SPAC shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to SPAC and its Subsidiaries and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. Notwithstanding anything to the contrary in this Section 5.3, nothing in this Agreement shall prohibit or restrict SPAC from extending, in accordance with the SPAC Charter and IPO Prospectus, or by amendment to the SPAC Charter, the deadline by which it must complete its Business Combination (an “Extension”), whether pursuant to exercise of automatic extension rights in accordance with SPAC’s current Organizational Documents or by amendment of SPAC’s Organizational Documents to extend such deadline, and no consent of any other Party shall be required in connection therewith.

 

(b) Without limiting the generality of Section 5.3(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents (including as contemplated by the Transaction Financing) or as set forth on Schedule 5.3, as required by applicable Law or as necessary to comply with COVID-19 Measures (or similar pandemic health requirements), during the Interim Period, without the prior written consent of the Company and Pubco (such consent not to be unreasonably withheld, conditioned or delayed), SPAC shall not, and shall cause its Subsidiaries not to:

 

(i) amend, waive or otherwise change, in any respect, its Organizational Documents;

 

(ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities;

 

(iii) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

 

(iv) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $250,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person provided, that this Section 5.3(b)(iv) shall not prevent SPAC from borrowing funds necessary to finance (A) its ordinary course administrative costs and expenses and Expenses incurred in connection with the consummation of the Transactions, including any Transaction Financing, up to aggregate additional Indebtedness during the Interim Period of $1,500,000 and (B) the costs and expenses necessary for an Extension (including to fund payments by SPAC to the Trust Account (x) for an automatic extension right in accordance with SPAC’s Organizational Documents or (y) to incentivize Public Shareholders not to redeem their SPAC Class A Ordinary Shares in an Extension Redemption in connection with an amendment of SPAC’s Organizational Documents to extend its deadline to consummate a Business Combination) (such expenses, “Extension Expenses”);

 

(v) make or rescind any material election relating to Taxes, settle any material Action relating to Taxes, file any material amended Tax Return or claim for material refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP or IFRS, as applicable;

 

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(vi) amend, waive or otherwise change the Trust Agreement in any manner adverse to SPAC;

 

(vii) terminate, waive or assign any material right under any SPAC Material Contract;

 

(viii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

 

(ix) establish any Subsidiary or enter into any new line of business;

 

(x) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

 

(xi) revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP or IFRS, as applicable, and after consulting SPAC’s outside auditors;

 

(xii) waive, release, assign, settle or compromise any Action (including any Action relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, SPAC or its Subsidiary) not in excess of $250,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the SPAC Financials;

 

(xiii) acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business;

 

(xiv) make capital expenditures in excess of $250,000 individually for any project (or set of related projects) or $500,000 in the aggregate (excluding, for the avoidance of doubt, incurring any Expenses);

 

(xv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the Merger);

 

(xvi) voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $250,000 individually or $500,000 in the aggregate (excluding the incurrence of any Expenses) other than pursuant to the terms of a Contract in existence as of the date of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 5.3 during the Interim Period;

 

(xvii) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights;

 

(xviii) enter into any agreement, understanding or arrangement with respect to the voting of its equity securities;

 

(xix) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement; or

 

(xx) authorize or agree to do any of the foregoing actions.

 

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(c) For the avoidance of doubt, Pubco shall be permitted to issue Pubco Ordinary Shares in connection with the Closing in satisfaction and payment of Expenses, where such Expenses may be paid other than in cash.

 

5.4 Financial Statements.

 

(a) The Company shall use its commercially reasonable efforts to deliver to SPAC and Pubco true and complete copies of (i) the consolidated balance sheets of the LLP Companies as of December 31, 2022 and December 31, 2021, and the related consolidated statements of income, cash flows and changes in shareholder equity of the LLP Companies for the year periods then ended, each audited by a PCAOB qualified auditor in accordance with PCAOB standards (the “PCAOB Audited Company Financials”) on or prior to September 18, 2023, and (ii) the unaudited consolidated balance sheet of the LLP Companies as of September 30, 2023, and the related unaudited consolidated statements of income, cash flows and changes in shareholder equity of the LLP Companies for the nine (9) month period then ended, each reviewed by a PCAOB qualified auditor in accordance with PCAOB standards (the “PCAOB Reviewed Quarterly Company Financials” and, together with the PCAOB Audited Company Financials, the “PCAOB Company Financials”) on or prior to November 15, 2023. The Company shall cause (A) such PCAOB Company Financials to be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be specifically indicated in the notes thereto), (B) the PCAOB Audited Company Financials to be audited in accordance with the standards of the PCAOB and to contain a report of the Company’s auditor and (C) such PCAOB Company Financials to comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of date of delivery (including Regulation S-X or Regulation S-K, as applicable).

 

(b) During the Interim Period, within forty (40) calendar days following the end of each three-month quarterly period and each fiscal year, the Company shall deliver to SPAC an unaudited consolidated income statement and an unaudited consolidated balance sheet of the LLP Companies for the period from the Interim Balance Sheet Date through the end of such quarterly period or fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the LLP Companies as of the date or for the periods indicated, in accordance with IFRS, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Company will also promptly deliver to SPAC copies of any audited consolidated financial statements of the LLP Companies that the LLP Companies’ certified public accountants may issue.

 

5.5 SPAC Public Filings. During the Interim Period, SPAC shall keep current and timely file all of its public filings with the SEC and otherwise comply in all material respects with applicable securities Laws and shall use its commercially reasonable efforts prior to the Merger to maintain the listing of the SPAC Class A Ordinary Shares on the NYSE; provided, that the Parties acknowledge and agree that from and after the Closing, the Parties intend to list on the NYSE only the Pubco Ordinary Shares.

 

5.6 No Solicitation.

 

(a) For purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction, and (ii) an “Alternative Transaction” means (A) with respect to the Company, Pubco, the Merger Subs and their respective Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning the sale of (x) all or any material part of the business or assets of the LLP Companies (other than in the ordinary course of business consistent with past practice) or (y) any of the shares or other equity interests or profits of the LLP Companies, in any case, whether such transaction takes the form of a sale of shares or other equity interests, assets, merger, amalgamation, consolidation, issuance of debt securities, management Contract, joint venture or partnership, or otherwise, and (B) with respect to SPAC and its Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning a Business Combination involving SPAC.

 

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(b) During the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources in furtherance of the Transactions, each Party shall not, and shall cause its Representatives to not, without the prior written consent of the Company and SPAC, directly or indirectly, (i) solicit, assist, initiate or facilitate the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding such Party or its Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any Person or group with respect to, or that could be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, or (vi) release any third party from, or waive any provision of, any confidentiality agreement to which such Party is a party (other than as a result of expiration of the term thereof in accordance with the terms of the applicable agreement).

 

(c) Each Party shall notify the others as promptly as practicable (and in any event within 48 hours) orally and in writing of the receipt by such Party or any of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could be expected to result in an Acquisition Proposal, and (ii) any request for non-public information relating to such Party or its Affiliates, specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry, proposal, offer or request for information. Each Party shall keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each Party shall, and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.

 

5.7 No Trading. The Company, Pubco and the Merger Subs each acknowledge and agree that it is aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of SPAC, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and the NYSE promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco and the Merger Subs each hereby agree that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of SPAC, communicate such information to any third party, take any other action with respect to SPAC in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

 

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5.8 Notification of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such Party or its Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the Transactions or (ii) any non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the Transactions; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions set forth in Article VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the Transactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement or a Joinder Agreement, as applicable, have been breached.

 

5.9 Efforts.

 

(a) Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate the Transactions (including the receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement.

 

(b) In furtherance and not in limitation of Section 5.9(a), to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each Party agrees to make any required filing or application under Antitrust Laws, as applicable, at such Party’s sole cost and expense, with respect to the Transactions as promptly as practicable to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable. Each Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other Party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other Parties reasonably informed of any communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, the other Parties shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

 

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(c) As soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental Authorities any required requests for approval of the Transactions and shall use all commercially reasonable efforts to have such Governmental Authorities approve the Transactions, as applicable. Each Party shall give prompt written notice to the other Parties if such Party or any of its Representatives receives any notice from such Governmental Authorities in connection with the Transactions, and shall promptly furnish the other Parties with a copy of such Governmental Authority notice. Subject to applicable Law, no Party shall initiate or participate in any meeting or discussion with any Governmental Authority with respect to any filings, applications, investigations or other inquiry in connection with the transactions contemplated hereby without, to the extent practicable, giving the other Parties reasonable prior notice of the meeting. If any Governmental Authority requires that a hearing or meeting be held in connection with its approval of the Transactions, whether prior to the Closing or after the Closing, each Party shall arrange for Representatives of such Party to be present for such hearing or meeting to the extent permitted by the Governmental Authority. If any objections are asserted with respect to the Transactions under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the Transactions as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, the Parties shall use their commercially reasonable best efforts to resolve any such objections or Actions so as to timely permit consummation of the Transactions, including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the Transactions, the Parties shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions.

 

(d) Prior to the Closing, each Party shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other third parties as may be necessary for the consummation by such Party or its Affiliates of the Transactions or required as a result of the execution or performance of, or consummation of the Transactions by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such efforts. With respect to Pubco, during the Interim Period, the Company, Pubco and the Merger Subs shall take all reasonable actions necessary to cause Pubco to qualify as “foreign private issuer” as such term is defined Rule 3b-4 under the Exchange Act and to maintain such status through the Closing.

 

5.10 Further Assurances. The Parties shall further cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Laws to consummate the Transactions as soon as reasonably practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings.

 

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5.11 The Registration Statement.

 

(a) As promptly as practicable after the date hereof, SPAC and Pubco shall prepare with the assistance of the Company and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Securities to be issued under this Agreement pursuant to the Mergers to the holders of SPAC Securities and Companies Securities as of immediately prior to the Effective Time, which Registration Statement will also contain a notice of the SPAC Shareholder Meeting (as defined below) and a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the SPAC Shareholder Meeting and providing the Public Shareholders an opportunity in accordance with SPAC’s Organizational Documents and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Closing Redemption”) in conjunction with the shareholder vote on the Shareholder Approval Matters (as defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at a general meeting of SPAC Shareholders to be called and held for such purpose (the “SPAC Shareholder Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions (including, to the extent required, the issuance of any securities in any Transaction Financing), including the authorization of the merger of SPAC Merger Sub with and into SPAC, the authorization and approval of the form of the SPAC Plan of Merger, the authorization for SPAC to enter into the SPAC Plan of Merger and the amendment and restatement of SPAC’s Organizational Documents, by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSE, (ii) to the extent required by the NYSE, SPAC’s Organizational Documents or the Cayman Islands Companies Act, the issuance of any securities in connection with any Transaction Financing, including adoption and approval of the issuance of more than twenty percent (20%) of the outstanding SPAC Class A Ordinary Shares, (iii) to the extent required to be approved by holders of SPAC Ordinary Shares, the adoption and approval of the Amended Pubco Organizational Documents, (iv) the adoption and approval of a new Equity Incentive Plan for Pubco in a form to be mutually agreed by SPAC and the Company, each acting reasonably (the “Pubco Equity Plan”), which will provide that the total awards under such Pubco Equity Plan will be a number of Pubco Ordinary Shares equal to a percentage of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing, with such percentage to be agreed prior to the effectiveness of the Registration Statement by SPAC and the Company after review of the Compensation Report and consultation with the Compensation Consultant, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 5.15 hereof, (vi) such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions under applicable Law (the approvals described in foregoing clauses (i) through (vi), collectively, the “Shareholder Approval Matters”), and (vii) the adjournment of the SPAC Shareholder Meeting, if necessary or desirable in the reasonable determination of SPAC.

 

(b) If, on the date for which the SPAC Shareholder Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the SPAC Shareholder Meeting in accordance with SPAC’s Organizational Documents. In connection with the Registration Statement, SPAC and Pubco shall file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents, the Cayman Islands Companies Act and the rules and regulations of the SEC and the NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and SPAC shall not file the same with the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned).

 

(c) The Company shall provide SPAC and Pubco with such information concerning the LLP Companies and their equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

 

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(d) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the SPAC Shareholder Meeting and the Closing Redemption. Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Pubco, SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and Pubco shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to SPAC Shareholders to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and SPAC’s Organizational Documents.

 

(e) SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, the SPAC Shareholder Meeting and the Closing Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and SPAC shall not provide any such responses to the SEC without first obtaining the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned).

 

(f) As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC and Pubco shall distribute the Registration Statement to SPAC Shareholders and, pursuant thereto, shall call the SPAC Shareholder Meeting in accordance with the Cayman Islands Companies Act for a date no later than thirty (30) days following the effectiveness of the Registration Statement, and shall use its reasonable efforts to (i) solicit from the SPAC Shareholders proxies in favor of the Required SPAC Shareholder Approval prior to such SPAC Shareholder Meeting, and (ii) obtain the Required SPAC Shareholder Approval at such SPAC Shareholder Meeting.

 

(g) SPAC and Pubco shall comply with all applicable Laws, any applicable rules and regulations of the NYSE, SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Shareholder Meeting and the Closing Redemption.

 

5.12 Required Company Shareholder Approval. As promptly as practicable after the date hereof (or if mutually agreed by the Company and SPAC, as promptly as practicable after the Registration Statement has become effective), the Company will either (i) call a meeting of Company Shareholders in order to obtain the Required Company Shareholder Approval (the “Company Shareholder Meeting”), and the Company shall use its reasonable best efforts to solicit from the Company Shareholders proxies in favor of the Required Company Shareholder Approval prior to such Company Shareholder Meeting, or (ii) use its reasonable best efforts to obtain a signed written consent in lieu of a meeting of Company Shareholders for the Required Company Shareholder Approval, and the Company shall take all other actions necessary or advisable to secure the Required Company Shareholder Approval, including enforcing the Voting Agreement.

 

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5.13 Public Announcements.

 

(a) The Parties agree that, during the Interim Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the Transactions shall be issued by any Party or any of their Affiliates without the prior written consent (not be unreasonably withheld, conditioned or delayed) of SPAC and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.

 

(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, Pubco and SPAC shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws, which the Sponsor shall review, comment upon and approve (which approval shall not be unreasonably be withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the Transactions, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the Transactions, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/or any Governmental Authority in connection with the Transactions, and no filing or submission thereof shall be made until both the Company and SPAC (and from and after the Closing, the Sponsor) consent thereto (which shall not be unreasonably withheld, conditioned or delayed).

 

5.14 Confidential Information.

 

(a) The Company, Pubco and the Merger Subs agree that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article VII, for a period of two (2) years after such termination, they shall, and shall cause their respective Representatives to: (i) treat and hold in strict confidence any SPAC Confidential Information, and will not use for any purpose (except in connection with the consummation of the Transactions contemplated by this Agreement or the Ancillary Documents, performing their obligations hereunder or thereunder or enforcing their rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the SPAC Confidential Information without SPAC’s prior written consent; and (ii) in the event that the Company, Pubco, the Merger Subs or any of their respective Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article VII, for a period of two (2) years after such termination, becomes legally compelled to disclose any SPAC Confidential Information, (A) provide SPAC to the extent legally permitted with prompt written notice of such requirement so that SPAC or an Affiliate thereof may seek, at SPAC’s sole expense, a protective Order or other remedy or waive compliance with this Section 5.14(a), and (B) in the event that such protective Order or other remedy is not obtained, or SPAC waives compliance with this Section 5.14(a), furnish only that portion of such SPAC Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such SPAC Confidential Information. In the event that this Agreement is terminated and the Transactions are not consummated, the Company, Pubco and the Merger Subs shall, and shall cause their respective Representatives to, promptly deliver to SPAC or destroy (at SPAC’s election) any and all copies (in whatever form or medium) of SPAC Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon. Notwithstanding the foregoing, the Company, Pubco, the Merger Subs and their respective Representatives shall be permitted to disclose any and all Company Confidential Information to the extent required by the Federal Securities Laws or other applicable Laws.

 

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(b) Each of SPAC, Pubco and the Merger Subs agree that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article VII, for a period of two (2) years after such termination, it shall, and shall cause their respective Representatives to: (i) treat and hold in strict confidence any Company Confidential Information, and will not use for any purpose (except in connection with the consummation of the Transactions contemplated by this Agreement or the Ancillary Documents, performing their respective obligations hereunder or thereunder or enforcing their respective rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Company Confidential Information without the Company’s prior written consent; and (ii) in the event that SPAC, Pubco or the Merger Subs or any of their respective Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with Article VII, for a period of two (2) years after such termination, becomes legally compelled to disclose any Company Confidential Information, (A) provide the Company to the extent legally permitted with prompt written notice of such requirement so that the Company or an Affiliate thereof may seek, at the Company’s sole expense, a protective Order or other remedy or waive compliance with this Section 5.14(b) and (B) in the event that such protective Order or other remedy is not obtained, or the Company waives compliance with this Section 5.14(b), furnish only that portion of such Company Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Company Confidential Information. In the event that this Agreement is terminated and the Transactions are not consummated, SPAC, Pubco and the Merger Subs shall, and each shall cause its Representatives to, promptly deliver to the Company or destroy (at the election of the Company) any and all copies (in whatever form or medium) of Company Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon. Notwithstanding the foregoing, SPAC, Pubco, the Merger Sub and their respective Representatives shall be permitted to disclose any and all Company Confidential Information to the extent required by the Federal Securities Laws.

 

5.15 Post-Closing Board of Directors and Executive Officers.

 

(a) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of at least five (5) individuals and up to seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) one (1) person who is designated by SPAC prior to the Closing who shall be (x) approved by the Company, acting reasonably, and (y) shall qualify as an independent director as defined under the NYSE rules; and (ii) at least four (4) persons and up to six (6) persons that are designated by the Company prior to the Closing, one (1) of whom shall be the initial Chairperson of the Post-Closing Pubco Board; provided that such designees shall meet any applicable requirements of the NYSE. A majority of the directors of the Post-Closing Pubco Board shall qualify as independent directors as defined under the NYSE rules. The Post-Closing Pubco Board shall be divided into three (3) classes, which classes shall have staggered terms of three (3) years each, with the composition of each “class” and committee membership determined by the Company’s board of directors.

 

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(b) The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that the individuals serving as the chief executive officer and chief financial officer, respectively, of Pubco immediately after the Closing will be the same individuals (in the same office) as that of the Company immediately prior to the Closing (unless, with the consent of SPAC, the Company desires to appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such role).

 

5.16 Indemnification of Directors and Officers; Tail Insurance.

 

(a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of SPAC, the Company, Pubco or either Merger Sub and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of SPAC, the Company, Pubco or a Merger Sub (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and SPAC, the Company, Pubco or a Merger Sub, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Effective Time, Pubco shall cause the Organizational Documents of Pubco and the Surviving Subsidiaries to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of, as applicable, SPAC, the Company, Pubco or a Merger Sub to the extent permitted by applicable Law. The provisions of this Section 5.16 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives.

 

(b) For the benefit of the directors and officers of SPAC, the Company, Pubco or either Merger Sub, SPAC or Pubco shall be permitted prior to the Effective Time to obtain and fully pay (including from funds in the Trust Account released at the Closing) the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than, as applicable, SPAC’s or the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, Pubco and the Surviving Subsidiaries shall maintain the D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder, and Pubco and the Surviving Subsidiaries shall timely pay or cause to be paid all premiums with respect to the D&O Tail Insurance.

 

5.17 Trust Account Proceeds.

 

(a) The Parties agree that after the Closing, the funds in the Trust Account, after taking into account payments for the Closing Redemption, and any proceeds received by Pubco or SPAC from any Transaction Financing shall first be used to pay (i) SPAC’s accrued non-share Expenses, including SPAC’s deferred Expenses of the IPO and deferred advisor fees, (ii) as repayment of loans from, and reimbursement of, Expenses (including deferred Expenses), other administrative costs and expenses incurred by or on behalf of SPAC or Extension Expenses, to the directors, officers and shareholders of SPAC or any other Indebtedness of SPAC, and (iii) related non-share Expenses incurred by the Company. Such amounts, as well as any Expenses that are required or permitted to be paid by delivery of Pubco securities, shall be paid at the Closing. Any remaining cash shall be used by Pubco and the LLP Companies for working capital and general corporate purposes. As used in this Agreement, “Expenses” shall include all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a Party or any of its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document related hereto and all other matters related to the consummation of this Agreement. With respect to SPAC, Expenses shall include any and all deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO upon consummation of a Business Combination and any Extension Expenses. For the avoidance of doubt, the Expenses of the LLP Companies will not include any bonuses paid or payable to any employees of the LLP Companies.

 

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(b) Upon the satisfaction or waiver of the conditions set forth in Article VI and provision of notice thereof to the Trustee (which notice SPAC shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, SPAC (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use its reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to the redeeming Public Shareholders pursuant to the Closing Redemption, and (2) immediately thereafter, pay all remaining amounts then available in the Trust Account to SPAC or its designee(s) (including creditors as described in Section 5.17(a)) for immediate use, subject to this Agreement and the Trust Agreement and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

 

5.18 Transaction Financing.

 

(a) Without limiting anything to the contrary contained herein, during the Interim Period, SPAC, the Company and Pubco shall use their reasonable best efforts to enter into financing agreements (“Financing Agreements”) on such terms and structuring as the SPAC and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectively, the “Transaction Financing”), and SPAC, the Company and Pubco shall, and shall cause their respective Representatives to, reasonably cooperate with the other in connection with such Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC). The Transaction Financing may be structured as common equity, convertible preferred equity, convertible debt, non-redemption or backstop arrangements with respect to the Trust Account, a committed equity facility, debt facility, and/or other sources of cash proceeds on terms and conditions reasonably acceptable to the Company, in each case, whether such investment is into SPAC, the Company or Pubco (the committed amounts of any such Transaction Financing, whether paid or payable prior to, at or after the Closing, “Additional Capital”); provided, that (i) SPAC, the Company and Pubco shall use their reasonable best efforts to cause at least Twenty-Five Million U.S. Dollars ($25,000,000) of such Additional Capital to be in the form of a private investment in public equity for common equity, convertible preferred equity or convertible debt, or non-redemption or backstop arrangements with respect to the Trust Account, and (ii) Transaction Financing and Additional Capital shall exclude any funds, capital, monies or proceeds received by an LLP Company in connection with any financing, Indebtedness or capital raisings relating to any LLP Company’s real estate project (and ancillary matters thereto) from investors that are not initially introduced after the date of this Agreement to an LLP Company by SPAC or its Representatives (including (i) existing investors of an LLP Company as of the date of this Agreement and (ii) the investors identified on Schedule 5.18).

 

(b) Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, Pubco or SPAC, during the Interim Period SPAC, the Company and Pubco shall not (i) reduce the committed investment amount to be received by SPAC, Pubco or the Company under any Financing Agreement or reduce or impair the rights of SPAC, the Company or Pubco under any Financing Agreement or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). SPAC, Pubco and the Company shall use their reasonable best efforts to consummate the Transaction Financing in accordance with the Financing Agreements. Without limiting the foregoing, SPAC, Pubco and the Company shall use their reasonable best efforts to meet the condition to the Closing set forth in Section 6.2(d); provided, that nothing in this Section 5.18 shall require the Sponsor to forfeit or transfer any direct or indirect interests in its SPAC Securities (for the avoidance of doubt, without affecting the obligations of the Sponsor under the Sponsor Letter Agreement with respect to the Non-Retained Founder Shares for failure to have the Additional Capital required thereunder).

 

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5.19 Employment Agreements; Compensation Consultant.

 

(a) Prior to the Closing, the Company shall use its commercially reasonable efforts to cause the persons as to be agreed by SPAC and the Company after the date hereof (each acting reasonably) to enter into employment agreements (the “Employment Agreements”), in each case to be effective as of the Closing, in form and substance reasonably acceptable to the Company and SPAC, to be between each such individual and Pubco (or a Subsidiary thereof).

 

(b) During the Interim Period, the Company will engage a reputable compensation consultant reasonably acceptable to SPAC (the “Compensation Consultant”) to perform a compensation study to analyze and propose the compensation of Pubco’s management immediately after the Closing (including for purposes of the Employment Agreements) and the size and terms and conditions of the Pubco Equity Plan, including by benchmarking equity incentive plans and cash compensation of comparable public companies (taking into account the applicable jurisdictions), and provide a written report (the “Compensation Report”) to the Company with respect thereto. The Company shall provide a copy of the Compensation Report to SPAC promptly after the Company’s receipt thereof, and the Company shall, if requested in writing by SPAC, use its commercially reasonable efforts to cause the Compensation Consultant to meet with SPAC and its Representatives (which may be via teleconference or video conference) to discuss the Compensation Report and respond to the inquiries of SPAC and its Representatives.

 

5.20 NYSE Listing. The Company, SPAC and Pubco shall use their respective commercially reasonable efforts to cause the Pubco Securities to be issued under this Agreement to be approved for listing on the NYSE, subject to official notice of issuance, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Closing Date.

 

5.21 SPAC Extension. Without limiting the rights of SPAC to seek an Extension under Section 5.3(a), if requested in writing by the Company to SPAC on or prior to November 2, 2023, so long as none of the Company, Pubco or the Merger Subs are then in breach of their respective representations, warranties, covenants or agreements under this Agreement which would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), then SPAC will use its commercially reasonable efforts to seek the approval of the SPAC Shareholders to amend the SPAC’s Organizational Documents to extend SPAC’s deadline to consummate its initial business combination from January 1, 2024 to a final date no sooner than April 1, 2024 (which may be through monthly automatic extension rights), and if such approval of the SPAC shareholders is received, SPAC agrees that if requested in writing by the Company to SPAC, SPAC will implement such Extension at least through April 1, 2024); provided, that notwithstanding the foregoing, neither SPAC nor Sponsor (except, with respect to Sponsor, to the extent expressly set forth in the Sponsor Letter Agreement) will have any obligation to provide any incentives, pay any amounts or issue, surrender or transfer any securities in order to obtain the SPAC Shareholder approval of such Extension or minimize the amount of the Extension Redemption in connection therewith.

 

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5.22 Tax Covenants.

 

(a) Pubco acknowledges that any “U.S. person” within the meaning of Treasury Regulation Section 1.367(a)-3 who owns five percent (5%) or more of either the total voting power or the total value of the stock of Pubco immediately after the Closing, as determined under Section 367 of the Code and the Treasury Regulations promulgated thereunder (a “5% Shareholder”), may enter into (and cause to be filed with the IRS) a gain recognition agreement in accordance with Treasury Regulations Section 1.367(a)-8. Upon the written request of any 5% Shareholder made following the Closing Date, Pubco shall (i) use reasonable best efforts to furnish to such 5% Shareholder (to the extent such written request includes the contact information of such 5% Shareholder) such information as such 5% Shareholder reasonably requests in connection with such 5% Shareholder ’s preparation of a gain recognition agreement, and (ii) use reasonable best efforts to provide such 5% Shareholder with the information reasonably requested by such 5% Shareholder for purposes of determining whether there has been a gain “triggering event” under the terms of such 5% Shareholder’s gain recognition agreement. Following the Closing Date, Pubco and Company shall use reasonable best efforts to not undertake any transaction that would be a triggering event during the five year period described under Treasury Regulations Section 1.367(a)-8.

 

(b) For any taxable year with respect to which Pubco determines it or the Company is a “passive foreign investment company” within the meaning of Section 1297 of the Code (a “PFIC”), upon request of a U.S. shareholder, Pubco shall use commercially reasonable efforts to make available information reasonably necessary to compute income of such U.S. shareholder as a result of Pubco or the Company’s status as a PFIC, including timely providing a PFIC Annual Information Statement to enable such U.S. shareholder to make a “Qualifying Electing Fund” election under Section 1295 of the Code for such taxable period.

 

(c) The obligations under this Section 5.22 shall survive the Closing.

 

5.23 Disclosure Schedule Updates. During the Interim Period, the Company will have the right, but not the duty, to update the Company Disclosure Schedules, and SPAC will have the right, but not the duty, to update the SPAC Disclosure Schedules, in each case by providing notice to the other in accordance with the terms of this Agreement, to add disclosures with respect to actions taken by or on behalf of such Party or its Subsidiaries (or with respect to the Company, any Incorporated Entity) after the date of this Agreement that are either (i) expressly contemplated by the terms of this Agreement or (ii) in the ordinary course of business and expressly permitted under the terms of this Agreement, including Sections 5.2 and 5.3 hereof, as applicable. Any such update, so long as it is provided at least two (2) Business Days prior to the Closing and otherwise fulfills the requirements of this Section 5.23, will be deemed to cure any inaccuracy or breach as of the Closing Date with respect to such matters, except to the extent that such matters would constitute, individually or in the aggregate, a Material Adverse Effect with respect to the disclosing Party.

 

5.24 Addressable Matters. As promptly as practicable after the date of this Agreement, the Company shall use its commercially reasonable efforts to take or cause to be taken the actions described in Schedule 5.24.

 

5.25 Insider Letter Amendment Joinders by Insider Letter Joinder Holders. As promptly as practicable after the date hereof, SPAC shall use its commercially reasonable efforts to cause each Insider Letter Joinder Holder to sign a joinder to become party to the Insider Letter Amendment as a SPAC Insider thereunder.

 

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Article VI

Closing Conditions

 

6.1 Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and SPAC of the following conditions:

 

(a) Required SPAC Shareholder Approval. The Shareholder Approval Matters that are submitted to the vote of the SPAC Shareholders at the SPAC Shareholder Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote of the SPAC Shareholders at the SPAC Shareholder Meeting in accordance with SPAC’s Organizational Documents, applicable Law and the Proxy Statement (the “Required SPAC Shareholder Approval”).

 

(b) Required Company Shareholder Approval. Either (i) the Company Shareholder Meeting shall have been held in accordance with the Law 32 and the Company’s Organizational Documents, or (ii) the Company shall have obtained a signed written consent of Company Shareholders in lieu of a meeting, where in either case, the requisite vote, consent or approval of the Company Shareholders (including any separate class or series vote, consent or approval that is required, whether pursuant to the Company’s Organizational Documents, any shareholder agreement or otherwise) shall have authorized, approved and consented to, the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which the Company is or is required to be a party or bound, and the consummation of the Transactions (the “Required Company Shareholder Approval”).

 

(c) Antitrust Laws. Any waiting period (and any extension thereof) applicable to the consummation of this Agreement under any Antitrust Laws shall have expired or been terminated.

 

(d) Requisite Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to consummate the Transactions that are set forth on Schedule 6.1(d) (collectively, the “Regulatory Approvals”) shall have been obtained.

 

(e) Requisite Consents. The Consents required to be obtained from or made with any third party (other than a Governmental Authority) in order to consummate the Transactions that are set forth on Schedule 6.1(e) shall have each been obtained or made.

 

(f) No Law or Order. No Governmental Authority having jurisdiction over any Party shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the Transactions or agreements contemplated by this Agreement illegal or which otherwise prevents or prohibits consummation of the Transactions.

 

(g) Net Tangible Assets Test. Either (i) SPAC shall have immediately prior to the Closing, after giving effect to the Closing Redemption and any Transaction Financing, or (ii) Pubco shall have upon the consummation of the Closing, after giving effect to the Transactions and the Closing Redemption and any Transaction Financing, in either case, net tangible assets of at least $5,000,001 on a consolidated basis (as calculated in accordance with Rule 3a51-1(g)(1) of the Exchange Act).

 

(h) Appointment to the Board. The members of the Post-Closing Pubco Board shall have been elected or appointed as of the Closing consistent with the requirements of Section 5.15.

 

(i) Amended Pubco Organizational Documents. Prior to the Closing, Pubco shall have amended and restated its Organizational Documents to be in substantially the form of the Amended Pubco Organizational Documents.

 

(j) Foreign Private Issuer Status. Each of the Company and SPAC shall have received evidence reasonably satisfactory to such Party that Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act as of the Closing.

 

(k) Registration Statement. The Registration Statement shall have been declared effective by the SEC and shall remain effective as of the Closing, and no stop Order or similar Order shall be in effect with respect to the Registration Statement.

 

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(l) NYSE Listing. The Pubco Ordinary Shares to be issued in connection with the Transactions shall have been approved for listing on the NYSE, subject to official notice of issuance.

 

6.2 Conditions to Obligations of the Company, Pubco and the Merger Subs. In addition to the conditions specified in Section 6.1, the obligations of the Company, Pubco and the Merger Subs to consummate the Transactions are subject to the satisfaction or written waiver (by the Company and Pubco) of the following conditions:

 

(a) Representations and Warranties. All of the representations and warranties of SPAC set forth in this Agreement and in any certificate delivered by or on behalf of SPAC pursuant hereto shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, SPAC.

 

(b) Agreements and Covenants. SPAC shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.

 

(c) No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to SPAC since the date of this Agreement which is continuing and uncured.

 

(d) Minimum Cash Condition. Upon the Closing, the SPAC Cash shall equal or exceed Twenty-Five Million U.S. Dollars ($25,000,000) (the “Minimum Cash Condition”) and SPAC shall have delivered to the Company evidence reasonably satisfactory to the Company of the amount of SPAC Cash.

 

(e) Non-Retained Founder Shares. SPAC shall have delivered to the Company evidence reasonably satisfactory to the Company of the Sponsor’s surrender of the Non-Retained Founder Shares, if any, to Pubco, in accordance with terms of the Sponsor Letter Agreement.

 

(f) Certain Ancillary Documents. The Sponsor Letter Agreement shall be in full force and effect in accordance with the terms thereof as of the Closing.

 

(g) Closing Deliveries.

 

(i) Officer Certificate. SPAC shall have delivered to the Company and Pubco a certificate, dated the Closing Date, signed by an executive officer of SPAC in such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.2(a), 6.2(b) and 6.2(c) with respect to SPAC.

 

(ii) Secretary Certificate. SPAC shall have delivered to the Company and Pubco a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of SPAC’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of SPAC’s board of directors authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the Transactions, (C) evidence that the Required SPAC Shareholder Approval has been obtained and (D) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which SPAC is or is required to be a party or otherwise bound.

 

(iii) Good Standing. SPAC shall have delivered to the Company and Pubco a good standing certificate (or similar documents applicable for such jurisdictions) for SPAC certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of SPAC’s jurisdiction of organization and from each other jurisdiction in which SPAC is qualified to do business as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

 

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(iv) Registration Rights Agreement. The Company shall have received a copy of a registration rights agreement by and among Pubco and the Company Shareholders that agree to become party thereto that are either Affiliates of Pubco as of the Closing or that hold Pubco Ordinary Shares that are not registered as of the Closing, in form and substance mutually agreed by the Company and SPAC, each acting reasonably (the “Registration Rights Agreement”), which Registration Rights Agreement will provide the Company Shareholders party thereto substantially the same priorities and registration rights as the Sponsor and other “Holder” parties under the Founder Registration Rights Agreement (as amended by the Founder Registration Rights Agreement Amendment), and which Registration Rights Agreement will become effective as of the Closing, duly executed by Pubco.

 

(v) Founder Registration Rights Agreement Amendment. The Company shall have received a copy of an amendment to the Founder Registration Rights Agreement by and among SPAC, Pubco, Sponsor and the other “Holder” parties to the Founder Registration Rights Agreement in form and substance mutually agreed by the Company and SPAC, each acting reasonably (the “Founder Registration Rights Agreement Amendment”), pursuant to which Pubco shall assume the obligations of SPAC under the Founder Registration Rights Agreement, and the Sponsor and the other “Holder” parties thereto will have substantially the same priorities and registration rights as the Company Shareholders under the Registration Rights Agreement, and which will become effective as of the Closing, duly executed by SPAC, Sponsor and any other “Holder” parties to the Founder Registration Rights Agreement required to effect such amendment under the terms of the Founder Registration Rights Agreement.

 

6.3 Conditions to Obligations of SPAC. In addition to the conditions specified in Section 6.1, the obligations of SPAC to consummate the Transactions are subject to the satisfaction or written waiver (by SPAC) of the following conditions:

 

(a) Representations and Warranties. All of the representations and warranties of the Company and Pubco set forth in this Agreement or the Joinder Agreement, as applicable, and in any certificate delivered by or on behalf of the Company or Pubco pursuant hereto shall be true and correct, in the case of the Company, on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, and in the case of Pubco, on and as of the date of the Joinder Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to the Company or Pubco.

 

(b) Agreements and Covenants. The Company, Pubco and the Merger Subs shall have performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants under this Agreement or a Joinder Agreement, as applicable, to be performed or complied with by them on or prior to the Closing Date.

 

(c) No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Company or Pubco since the date of this Agreement which is continuing and uncured.

 

(d) Certain Ancillary Documents. The Lock-Up Agreement shall be in full force and effect in accordance with the terms thereof as of the Closing.

 

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(e) Incorporated Entities. Each of the Incorporated Entities shall have been formed and shall have duly executed and delivered to SPAC a Joinder Agreement, and Pubco shall have duly executed and delivered to SPAC and the other parties thereto a joinder to each of the Lock-Up Agreement, the Insider Letter Amendment and Sponsor Letter Agreement to become party to each such Ancillary Document.

 

(f) Closing Deliveries.

 

(i) Officer Certificates. SPAC shall have received a certificate from the Company, dated as the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.3(a), 6.3(b) and 6.3(c). Pubco shall have delivered to SPAC a certificate, dated the Closing Date, signed by an executive officer of Pubco in such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.3(a), 6.3(b) and 6.3(c) with respect to Pubco and the Merger Subs, as applicable.

 

(ii) Secretary Certificates. The Company and Pubco shall each have delivered to SPAC a certificate from its secretary or other executive officer certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of its board of directors and shareholders authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party or bound, and the consummation of the Transactions, and (C) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which it is or is required to be a party or otherwise bound.

 

(iii) Good Standing. The Company shall have delivered to SPAC good standing certificates (or similar documents applicable for such jurisdictions) for each LLP Company, certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of the LLP Company’s jurisdiction of organization and from each other jurisdiction in which the LLP Company is qualified to do business as a foreign corporation or other entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions. Pubco shall have delivered to SPAC good standing certificates (or similar documents applicable for such jurisdictions) for each of Pubco and the Merger Subs certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of Pubco’s and the Merger Subs’ jurisdiction of organization and from each other jurisdiction in which Pubco or a Merger Sub is qualified to do business as a foreign corporation or other entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

 

(iv) Termination of Company Convertible Securities. SPAC shall have received evidence reasonably acceptable to SPAC that any issued and outstanding Company Convertible Securities have been either converted into Company Ordinary Shares prior to the Effective Time or terminated, without any consideration, payment or Liability therefor.

 

(v) Termination of Certain Contracts. SPAC shall have received evidence reasonably acceptable to SPAC that the Contracts set forth on Schedule 6.3(f)(v) involving any of the LLP Companies and/or Company Security Holders or other Related Persons shall have been terminated with no further obligation or Liability of the LLP Companies thereunder.

 

(vi) Registration Rights Agreement. SPAC shall have received a copy of a Registration Rights Agreement in form and substance mutually agreed by the Company and SPAC, each acting reasonably, which will become effective as of the Closing, duly executed by Pubco and each of the Company Shareholders party thereto.

 

(vii) Founder Registration Rights Agreement Amendment. SPAC shall have received a copy of the Founder Registration Rights Agreement Amendment, in form and substance mutually agreed by the Company and SPAC, each acting reasonably, pursuant to which Pubco shall assume the obligations of SPAC under the Founder Registration Rights Agreement, which will become effective as of the Closing, duly executed by Pubco.

 

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6.4 Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, Pubco or a Merger Sub) to comply with or perform any of its covenants or obligations set forth in this Agreement.

 

Article VII

Termination and Expenses

 

7.1 Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing as follows:

 

(a) by mutual written consent of SPAC and the Company;

 

(b) by written notice by SPAC or the Company if any of the conditions to the Closing set forth in Article VI have not been satisfied or waived by December 31, 2023 (the “Outside Date”); provided, that if SPAC obtains an Extension beyond SPAC’s current deadline to consummate a Business Combination of January 1, 2024, either SPAC or the Company shall have the right by providing written notice thereof to the other to extend the Outside Date for one or more an additional periods equal in the aggregate to three (3) additional months; provided, however, that the right to terminate this Agreement under this Section 7.1(a) shall not be available to a Party if the breach or violation by such Party or its Affiliates (or with respect to the Company, Pubco or a Merger Sub) of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;

 

(c) by written notice by either SPAC or the Company if a Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(c) shall not be available to a Party if the failure by such Party or its Affiliates (or with respect to the Company, Pubco or a Merger Sub) to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental Authority;

 

(d) by written notice by the Company to SPAC, if (i) (x) there has been a breach by SPAC of any of its covenants or agreements contained in this Agreement, or (y) if any representation or warranty of SPAC contained in this Agreement shall have been breached or become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach, untruth or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach, untruth or inaccuracy is provided to SPAC by the Company or (B) the Outside Date; provided, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.1(d) if at such time the Company, Pubco or a Merger Sub is in material uncured breach of this Agreement or a Joinder Agreement;

 

(e) by written notice by SPAC to the Company, if (i) (x) there has been a breach by the Company, Pubco or a Merger Sub of any of their respective covenants or agreements contained in this Agreement or a Joinder Agreement, as applicable, or (y) if any representation or warranty of such Parties contained in this Agreement or a Joinder Agreement, as applicable, shall have been breached or become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement (or with respect to an Incorporated Entity, the date of its Joinder Agreement) or, if later, the date of such breach), and (ii) the breach, untruth or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach, untruth or inaccuracy is provided to the Company by SPAC or (B) the Outside Date; provided, that SPAC shall not have the right to terminate this Agreement pursuant to this Section 7.1(e) if at such time SPAC is in material uncured breach of this Agreement;

 

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(f) by written notice by SPAC to the Company, if there shall have been a Material Adverse Effect on the Company or Pubco following the date of this Agreement which is uncured and continuing;

 

(g) by written notice by the Company to SPAC, if there shall have been a Material Adverse Effect on SPAC following the date of this Agreement which is uncured and continuing;

 

(h) by written notice by either SPAC or the Company to the other if the SPAC Shareholder Meeting is held (including any adjournment or postponement thereof) and has concluded, SPAC Shareholders have duly voted, and the Required SPAC Shareholder Approval was not obtained; or

 

(i) by written notice by the Company to SPAC if the SPAC Class A Ordinary Shares have become delisted from the NYSE and are not relisted on the NYSE or the Nasdaq Capital Market within ninety (90) days after such delisting.

 

7.2 Effect of Termination. This Agreement may only be terminated in the circumstances described in Section 7.1 and pursuant to a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination, including the provision of Section 7.1 under which such termination is made. In the event of the valid termination of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void, and there shall be no Liability on the part of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease, except: (i) Sections 5.13, 5.14, 7.3, 8.1, Article IX and this Section 7.2 shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud Claim against such Party, in either case, prior to termination of this Agreement (in each case of clauses (i) and (ii) above, subject to Section 8.1). Without limiting the foregoing, and except as provided in Sections 7.3 and this Section 7.2 (but subject to Section 8.1, and subject to the right to seek injunctions, specific performance or other equitable relief in accordance with Section 9.9), the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement or a Joinder Agreement, as applicable, by another Party or with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 7.1.

 

7.3 Fees and Expenses. Subject to Sections 5.17 and 8.1, all Expenses incurred prior to the Closing in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses; provided that (i) if the Closing occurs, all expenses incurred by Company and/or SPAC will be paid or reimbursed by Pubco from the Trust Account, the Transaction Financing, or other cash sources available to Pubco or its Subsidiaries at the Closing and (ii) SPAC and the Company shall each be responsible to pay for fifty percent (50%) of any registration fees related to the filing of the Registration Statement.

 

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Article VIII

Waivers and Releases

 

8.1 Waiver of Claims Against Trust. Reference is made to the IPO Prospectus. Each of the Company, Pubco and the Merger Subs hereby represents and warrants that it has read the IPO Prospectus and understands that SPAC has established the Trust Account containing the proceeds of the IPO and the overallotment securities acquired by SPAC’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders (including overallotment securities acquired by SPAC’s underwriters) (the “Public Shareholders”) and that, except as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their SPAC Class A Ordinary Shares in connection with the consummation of SPAC’s initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to SPAC’s Organizational Documents to extend SPAC’s deadline to consummate a Business Combination, (b) to the Public Shareholders if SPAC fails to consummate a Business Combination within 24 months after the Closing of the IPO, which has since been extended to January 1, 2024, and is subject to further extension by amendment to the SPAC’s Organizational Documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Company, Pubco and the Merger Subs hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, Pubco or the Merger Subs nor any of their respective Affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Each of the Company, Pubco and the Merger Subs on behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that any such Party or any of its Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with SPAC or its Affiliates); provided that (x) nothing herein shall serve to limit or prohibit the Company’s, Pubco’s or Merger Subs’ right to pursue a claim against SPAC for legal relief against monies or other assets held outside the Trust Account (other than distributions to Public Shareholders), for specific performance or other equitable relief in connection with the consummation of the Transactions (including a claim for SPAC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Closing Redemption and payment of Expenses and other amounts in accordance with Section 5.17(a)) to Pubco and LLP in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate the Closing Redemption and (y) nothing herein shall serve to limit or prohibit any claims that the Company, Pubco or the Merger Subs may have in the future against SPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds, but excluding any distributions to Public Shareholders). Each of the Company, Pubco and the Merger Subs agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its Affiliates to induce SPAC to enter in this Agreement, and each of the Company, Pubco and the Merger Subs further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under applicable Law. This Section 8.1 shall survive termination of this Agreement for any reason and continue indefinitely.

 

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Article IX

Miscellaneous

 

9.1 Survival. The representations and warranties of the Parties contained in this Agreement or any Joinder Agreement or in any certificate or instrument delivered by or on behalf of the Parties pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Parties and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against any of the Parties or their respective Representatives with respect thereto. The covenants and agreements made by the Parties in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).

 

9.2 Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Parties under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the Transactions.

 

9.3 Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) two Business Days after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) five (5) Business Days after being mailed, if sent by if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

 

If to SPAC at or prior to the Closing, to:

 

two

 

Attn:

Telephone No.:

Email:

with a copy (which will not constitute notice) to:

 

Ellenoff Grossman & Schole LLP

 

Attn:

Facsimile No.:

Telephone No.:

E-mail:

If to the Company at or prior to the Closing, to:

 

Attn:

Telephone No:

E-mail:

with a copy (which will not constitute notice) to:

 

Attn:

Telephone No.

E-mail:

If to an Incorporated Entity at or prior to the Closing: to such address as set forth in the Joinder Agreement for such Incorporated Entity

If to Pubco or any Surviving Subsidiary after the Closing, to:

 

Attn:

Telephone No:

E-mail:

with a copy (which will not constitute notice) to:

 

Attn:

Telephone No.:

E-mail:

 

and

 

Attn:

Facsimile No:

Telephone No.:

E-mail:

 

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9.4 Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of SPAC, Pubco and the Company, and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.

 

9.5 Third Parties. Except for the rights of the D&O Indemnified Persons set forth in Section 5.16 , the Sponsor under Sections 5.13(b), 9.11, 9.12 and 9.16, and of each of EGS and BM under Section 9.16, which the Parties acknowledge and agree are express third party beneficiaries of this Agreement, nothing contained in this Agreement or any Joinder Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

 

9.6 Arbitration. Any and all disputes, controversies and claims (other than applications for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 9.6) arising out of, related to, or in connection with this Agreement or the transactions contemplated hereby (a “Dispute”) shall be governed by this Section 9.6. A Party must, in the first instance, provide written notice of any Disputes to the other Parties subject to such Dispute, which notice must provide a reasonably detailed description of the matters subject to the Dispute. The Parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis within ten (10) Business Days of the notice of such Dispute being received by such other Parties subject to such Dispute (the “Resolution Period”); provided, that if any Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within sixty (60) days after the occurrence of such Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be referred to and finally resolved by arbitration pursuant to the then-existing Expedited Procedures (as defined in the AAA Procedures) of the Commercial Arbitration Rules (the “AAA Procedures”) of the AAA. Any Party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement are in conflict, the terms of this Agreement shall control. The arbitration shall be conducted by one arbitrator nominated by the AAA promptly (but in any event within five (5) Business Days) after the submission of the Dispute to the AAA and reasonably acceptable to each Party subject to the Dispute, which arbitrator shall be a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within five (5) Business Days) after his or her nomination and acceptance by the Parties subject to the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with the substantive law of the State of New York. Time is of the essence. Each Party subject to the Dispute shall submit a proposal for resolution of the Dispute to the arbitrator within twenty (20) days after confirmation of the appointment of the arbitrator. The arbitrator shall have the power to order any Party to do, or to refrain from doing, anything consistent with this Agreement, the Ancillary Documents and applicable Law, including to perform its contractual obligation(s); provided, that the arbitrator shall be limited to ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant Party (or Parties, as applicable) to comply with only one or the other of the proposals. The arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitrator’s reason(s) for selecting one or the other proposal. The seat of arbitration shall be in New York County, State of New York. The language of the arbitration shall be English.

 

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9.7 Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York, without regard to the conflict of laws principles thereof; provided that, for the avoidance of doubt, (i) the statutory and fiduciary duties of the directors of SPAC, the SPAC Merger Sub, Pubco and the SPAC Merger shall in each case be governed by the Laws of the Cayman Islands, and (ii) the statutory and fiduciary duties of the directors of the Company, the Company Merger Sub and the Company Merger shall in each case be governed by the Laws of Panama. Subject to Section 9.6, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York County, State of New York (or in any appellate court thereof) (the “Specified Courts”). Subject to Section 9.6, each Party hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any Party and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 9.3. Nothing in this Section 9.7 shall affect the right of any Party to serve legal process in any other manner permitted by Law.

 

9.8 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.8.

 

9.9 Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

 

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9.10 Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

 

9.11 Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by SPAC, Pubco and the Company. Notwithstanding the foregoing, any amendment of this Agreement after the Closing shall also require the prior written consent of the Sponsor.

 

9.12 Waiver. Each of SPAC, the Company and Pubco, on behalf of itself and its Affiliates, may in its sole discretion (i) extend the time for the performance of any obligation or other act of any other non-Affiliated Party, (ii) waive any inaccuracy in the representations and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by such other non-Affiliated Party with any covenant or condition contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Notwithstanding the foregoing, any waiver of any provision of this Agreement after the Closing by Pubco or SPAC shall also require the prior written consent of the Sponsor.

 

9.13 Entire Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits, annexes and schedules attached hereto, which exhibits, annexes and schedules are incorporated herein by reference, together with the Ancillary Documents, embody the entire agreement and understanding of the Parties in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter contained herein.

 

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9.14 Interpretation. The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in accordance with GAAP or IFRS, as applicable, based on the accounting principles used by the applicable Person; (d) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (e) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (f) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”; (h) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each case to be followed by the words “consistent with past practice”; (i) any agreement, instrument, insurance policy, Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein; (j) except as otherwise indicated, all references in this Agreement to the words “Section,” “Article”, “Schedule”, “Annex” and “Exhibit” are intended to refer to Sections, Articles, Schedules, Annexes and Exhibits to this Agreement; and (k) the term “Dollars” or “$” means United States dollars. Any reference in this Agreement to a Person’s directors shall include any member of such Person’s governing body and any reference in this Agreement to a Person’s officers shall include any Person filling a substantially similar position for such Person. Any reference in this Agreement or any Ancillary Document to a Person’s shareholders or stockholders shall include any applicable owners of the equity interests of such Person, in whatever form. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. To the extent that any Contract, document, certificate or instrument is represented and warranted to by the Company to be given, delivered, provided or made available by the Company, in order for such Contract, document, certificate or instrument to have been deemed to have been given, delivered, provided and made available to SPAC or its Representatives, such Contract, document, certificate or instrument shall have been posted to the electronic data site maintained on behalf of the Company for the benefit of SPAC and its Representatives and SPAC and its Representatives have been given access to the electronic folders containing such information. The rights and obligations of any Incorporated Entity under this Agreement shall not be effective until execution by such Incorporated Entity of a Joinder Agreement. Without limiting the foregoing, notwithstanding anything to the contrary contained in this Agreement, in the event that prior to an Incorporated Entity’s execution and delivery of a Joinder Agreement, a Party seeks to take an action, omission, waiver or amendment that requires the consent, approval or agreement of such Incorporated Entity under this Agreement, the consent, approval or agreement of such Incorporated Entity shall not be required for purposes of this Agreement to take such action, omission, waiver or amendment.

 

9.15 Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

 

9.16 Legal Representation.

 

(a) The Parties agree that, notwithstanding the fact that Ellenoff Grossman & Schole LLP (“EGS”) may have, prior to Closing, jointly represented SPAC and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the Transactions, and has also represented SPAC, the Sponsor and/or their respective Affiliates in connection with matters other than the Transactions, EGS will be permitted in the future, after the Closing, to represent the Sponsor or its Affiliates in connection with matters in which such Persons are adverse to Pubco, SPAC or any of their respective Affiliates, including any disputes arising out of, or related to, this Agreement. The Company, Pubco and the Merger Subs, who are or have the right to be represented by independent counsel in connection with the Transactions, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation after the Closing of one or more of the Sponsor or its Affiliates in which the interests of such Person are adverse to the interests of Pubco and/or the Surviving Subsidiaries or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of SPAC, the Sponsor or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor shall be deemed the client of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to, and shall be controlled by, the Sponsor and shall not pass to or be claimed by Pubco or the Surviving Subsidiaries or their respective Affiliates; provided, further, that nothing contained herein shall be deemed to be a waiver by SPAC or any of its Affiliates (including, after the Effective Time, Pubco, the Surviving Subsidiaries and their respective Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

 

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(b) The Parties agree that, notwithstanding the fact that BM may have, prior to the Closing, jointly represented the Company, Pubco, the Merger Subs and the Company Shareholders in connection with this Agreement, the Ancillary Documents and the Transactions, and has also represented the Company and/or its Affiliates in connection with matters other than the Transactions, BM will be permitted in the future, after the Closing, to represent the Company Shareholders or their respective Affiliates in connection with matters in which such Persons are adverse to the Pubco or the Surviving Subsidiaries or any of their respective Affiliates, including any disputes arising out of, or related to, this Agreement. SPAC, who is or has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agrees, in advance, to waive (and to cause its Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with BM’s future representation after the Closing of one or more of the Company Shareholders or their respective Affiliates in which the interests of such Person are adverse to the interests of Pubco, the Surviving Subsidiaries or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by BM of the Company, Pubco, the Merger Subs, the Company Shareholders or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Company Shareholders shall be deemed the clients of BM with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to, and be controlled by, the Company Shareholders, and shall not pass to or be claimed by Pubco or a Surviving Subsidiary; provided, further, that nothing contained herein shall be deemed to be a waiver by the Company or any of its Affiliates (including, after the Effective Time, Pubco, the Surviving Subsidiaries and their respective Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

 

Article X

Definitions

 

10.1 Certain Definitions . For purpose of this Agreement, the following capitalized terms have the following meanings:

 

AAA” means the American Arbitration Association or any successor entity conducting arbitrations.

 

Accounting Principles” means in accordance with IFRS as in effect at the date of the financial statement to which it refers or if there is no such financial statement, then as of the Closing Date, using and applying the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, elections, inclusions, exclusions and valuation and estimation methodologies) used and applied by the LLP Companies in the preparation of the latest audited Company Financials.

 

Action” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation, by or before any Governmental Authority.

 

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Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person. For the avoidance of doubt, Sponsor shall be deemed to be an Affiliate of SPAC prior to the Closing.

 

Ancillary Documents” means each agreement, instrument or document attached hereto as an Exhibit, including the Voting Agreement, the Lock-Up Agreement, the Insider Letter Amendment, the Sponsor Letter Agreement, the Joinder Agreements and the other agreements, certificates and instruments to be executed or delivered by any of the Parties in connection with or pursuant to this Agreement, including the Registration Rights Agreement, the Founder Registration Rights Agreement Amendment, the Employment Agreements, any Financing Agreements, the Pubco Amended Organizational Documents, the Letters of Transmittal and the Pubco Equity Plan.

 

Benefit Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement, including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to or required to be contributed to by a Person for the benefit of any employee or terminated employee of such Person, or with respect to which such Person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally binding or not.

 

Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York, the Cayman Islands or Panama are authorized to close for business; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place” or similar closure of physical branch locations at the direction of any Governmental Authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

 

Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

 

Cayman Islands Registrar” means the Registrar of Companies of the Cayman Islands.

 

Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of the Code shall include such section and any valid treasury regulation promulgated thereunder.

 

Company Confidential Information” means all confidential or proprietary documents and information concerning the LLP Companies or any of their respective Representatives furnished in connection with this Agreement or the Transactions; provided, however, that Company Confidential Information shall not include any information which, (i) at the time of disclosure by SPAC, Pubco, the Merger Subs or their respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by the Company or its Representatives to SPAC, Pubco, the Merger Subs or their respective Representatives was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Company Confidential Information.

 

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Company Convertible Securities” means, collectively, any options, warrants or rights to subscribe for or purchase any capital shares of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of the Company. For the avoidance of doubt, Company Convertible Securities shall include any securities, rights and/or profits interests, issued by any Affiliate, plan, holding company, or other entity which, directly or indirectly, holds Company Securities, and which can cause the revaluation, valuation, issuance, profits or payment compensation in connection with, or conversion, exercise or exchange of, any Company Securities.

 

Company Ordinary Shares” means the ordinary shares, with a par value of $1.00 per share, of the Company.

 

Company Securities” means, collectively, the Company Ordinary Shares and any Company Convertible Securities.

 

Company Security Holders” means, collectively, the holders of Company Securities.

 

Company Shareholders” means, collectively, the holders of Company Ordinary Shares.

 

Consent” means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority or any other Person.

 

Contracts” means all contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses (and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments or obligations of any kind, written or oral (including any amendments and other modifications thereto).

 

Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a Person described in clause (a) above) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

 

Copyrights” means any works of authorship, mask works and all copyrights therein, including all renewals and extensions, copyright registrations and applications for registration and renewal, and non-registered copyrights.

 

COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or any other related or associated epidemics, pandemics or disease outbreaks.

 

COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, directive, guidelines or recommendations by any Governmental Authority (including the Centers for Disease Control and the World Health Organization) in each case in connection with, related to or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act (CARES) or any changes thereto.

 

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Environmental Law” means any Law in any way relating to (a) the protection of human health and safety, (b) the protection, preservation or restoration of the environment and natural resources (including air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or (c) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Materials.

 

Environmental Liabilities” means, in respect of any Person, all Liabilities, obligations, responsibilities, Remedial Actions, Actions, Orders, losses, damages, costs, and expenses (including all reasonable fees, disbursements, and expenses of counsel, experts, and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any other Person or in response to any violation of Environmental Law, whether known or unknown, accrued or contingent, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, to the extent based upon, related to, or arising under or pursuant to any Environmental Law, Environmental Permit, Order, or Contract with any Governmental Authority or other Person, that relates to any environmental, health or safety condition, violation of Environmental Law, or a Release or threatened Release of Hazardous Materials.

 

ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended.

 

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

 

Foreign Plan” means any plan, fund (including any superannuation fund) or other similar program or arrangement established or maintained outside the United States by the Company or any one or more of its Subsidiaries primarily for the benefit of employees of the Company or such Subsidiaries who reside outside the United States, which plan, fund or other similar program or arrangement provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

 

Founder Registration Rights Agreement” means the Registration and Shareholder Rights Agreement, dated as of March 29, 2021, by and among SPAC, the Old Sponsor and the other “Holder” parties named therein, as amended.

 

Fraud Claim” means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.

 

GAAP” means generally accepted accounting principles as in effect in the United States of America.

 

Governmental Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any judge, court, tribunal, administrative hearing body, arbitration panel, commission, independent industry regulator or other similar dispute-resolving panel or body.

 

Hazardous Material” means any waste, gas, liquid or other substance or material that is defined, listed or designated as a “hazardous substance”, “pollutant”, “contaminant”, “hazardous waste”, “regulated substance”, “hazardous chemical”, or “toxic chemical” (or by any similar term) under any Environmental Law, or any other material regulated, or that could result in the imposition of Liability or responsibility, under any Environmental Law, including petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.

 

IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board.

 

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Indebtedness” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid interest), (b) all obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, (d) all obligations of such Person under leases that should be classified as capital leases in accordance with GAAP or IFRS (a applicable to such Person), (e) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against, (f) all obligations of such Person in respect of acceptances issued or created, (g) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (h) all obligations secured by an Lien on any property of such Person, (i) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person and (j) all obligation described in clauses (a) through (i) above of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

 

Insider Letter” means that certain letter agreement, dated as of March 29, 2021, by Sponsor and the other “Insiders” party thereto for the benefit of SPAC, Citigroup Global Markets Inc, as representative of the underwriters, and the other underwriters of the IPO, as amended.

 

Insider Letter Joinder Holders” means the SPAC NRA Holders and the holders of SPAC Class B Ordinary Shares set forth on Schedule 10.1.

 

Intellectual Property” means all of the following as they exist in any jurisdiction throughout the world: Patents, Trademarks, Copyrights, Trade Secrets, Internet Assets, Software and other intellectual property, and all licenses, sublicenses and other agreements or permissions related to the preceding property.

 

Internet Assets” means any and all domain name registrations, web sites and web addresses and related rights, items and documentation related thereto, and applications for registration therefor.

 

Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

 

IPO” means the initial public offering of SPAC Class A Ordinary Shares pursuant to the IPO Prospectus.

 

IPO Prospectus” means the final prospectus of SPAC, dated as of March 29, 2021, and filed with the SEC on March 30, 2021 (File No. 333- 253802).

 

Knowledge” means, with respect to (i) the Company, the actual knowledge of Esteban Saldarriaga (the Company’s Chief Executive Officer) or Annette Fernandez (the Company’s Chief Financial Officer) (or any successor officer to any such individual), after reasonable inquiry, or (ii) any other Party, (A) if an entity, the actual knowledge of its directors and executive officers, after reasonable inquiry, or (B) if a natural person, the actual knowledge of such Party after reasonable inquiry.

 

Law” means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, guideline, writ, injunction, settlement, Order or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

 

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Liabilities” means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP, IFRS or other applicable accounting standards), including Tax liabilities due or to become due.

 

Lien” means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, or any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.

 

LLP Company” means each of the Company and its direct and indirect Subsidiaries.

 

Losses” means any and all losses, Actions, Orders, Liabilities, damages, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses).

 

Material Adverse Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities, customer relationships, operations, results of operations, prospects or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b) the ability of such Person or any of its Subsidiaries on a timely basis to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder; provided, however, that for purposes of clause (a) above, any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general changes in the financial or securities markets or general economic or political conditions in the country or region in which such Person or any of its Subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such Person or any of its Subsidiaries principally operate; (iii) changes in applicable Laws (including COVID-19 Measures) or in IFRS, GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; (iv) conditions caused by acts of God, terrorism, war (whether or not declared) (including the Russian invasion of the Ukraine or any surrounding countries), natural disaster or any outbreak or continuation of an epidemic or pandemic (including COVID-19), including the effects of any Governmental Authority or other third-party responses thereto; (v) any failure in and of itself by such Person and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein) and (vi), with respect to SPAC, the consummation and effects of any Redemption; provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i) - (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such Person or any of its Subsidiaries compared to other participants worldwide in the industries (but for the avoidance of doubt, not the geographies) in which such Person or any of its Subsidiaries primarily conducts its businesses. Notwithstanding the foregoing, with respect to SPAC, the amount of any Redemption or the failure to obtain the Required SPAC Shareholder Approval shall not be deemed to be a Material Adverse Effect on or with respect to SPAC.

 

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NYSE” means the New York Stock Exchange.

 

Order” means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

 

Organizational Documents” means, with respect to any Person, its certificate of incorporation and bylaws, memorandum and articles of association or similar organizational documents, in each case, as amended.

 

Original Sponsor” means two sponsor, a Cayman Islands limited liability company.

 

Patents” means any patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions, and other patent rights (including any divisionals, provisionals, continuations, continuations-in-part, substitutions, or reissues thereof, whether or not patents are issued on any such applications and whether or not any such applications are amended, modified, withdrawn, or refiled).

 

PCAOB” means the U.S. Public Company Accounting Oversight Board (or any successor thereto).

 

Permits” means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.

 

Permitted Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security, (d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, or (e) Liens arising under this Agreement or any Ancillary Document.

 

Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, exempted company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

 

Personal Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible personal property.

 

Per Share Price” means an amount equal to (i) the Merger Consideration, divided by (ii) total number of issued and outstanding Company Ordinary Shares as of the Closing (including after giving effect to the conversion or exercise of any Company Convertible Securities prior to the Closing).

 

Pro Rata Share” means with respect to each Company Shareholder, a fraction expressed as a percentage equal to (i) the number of Company Ordinary Shares held by such Company Shareholder as of the Closing, divided by (ii) the total number of issued and outstanding Company Ordinary Shares as of the Closing.

 

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Pubco Ordinary Shares” means the ordinary shares, par value $0.01 per share, of Pubco, along with any equity securities paid as dividends or distributions after the Closing with respect to such shares or into which such shares are exchanged or converted after the Closing.

 

Pubco Preference Shares” means the preference shares, par value $0.01 per share, of Pubco.

 

Pubco Securities” means the Pubco Ordinary Shares and the Pubco Preference Shares, collectively.

 

Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor or outdoor environment, or into or out of any property.

 

Remedial Action” means all actions to (i) clean up, remove, treat, or in any other way address any Hazardous Material, (ii) prevent the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct a condition of noncompliance with Environmental Laws.

 

Representatives” means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, independent contractors, consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person or its Affiliates.

 

SEC” means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

 

Securities Act” means the U.S. Securities Act of 1933, as amended.

 

Software” means any computer software programs, including all source code, object code, and documentation related thereto and all software modules, tools and databases.

 

SOX” means the U.S. Sarbanes-Oxley Act of 2002, as amended.

 

SPAC Cash” shall mean an amount equal to, without duplication, (a) the aggregate amount of cash contained in the Trust Account immediately prior to the Closing (including any interest earned on the funds held in the Trust Account, but net of Taxes payable thereon), plus (b) the aggregate amount of any cash of SPAC immediately prior to the Closing, plus (c) the amount of proceeds actually received by SPAC, Pubco or any LLP Company pursuant to Transaction Financing solely in the form of common equity in accordance with the terms and conditions of the applicable Financing Agreements, plus (d) the commitment amounts of investors (whether paid or payable prior to, at or after the Closing) under any Financing Agreements for committed common equity facilities, less (e) the aggregate amount of all payments required to be made by SPAC to redeeming SPAC Shareholders in connection with the Closing Redemption, less (f) the aggregate amount of any amounts payable in respect of the obligations contemplated by Section 5.17(a)(ii), less (g) the aggregate amount of all unpaid Expenses of the Parties (i) to be satisfied as of the Closing in cash or (ii) that have accrued, are payable in cash and remain unpaid as of the Closing.

 

SPAC Charter” means the amended and restated memorandum and articles of association of SPAC, as amended and in effect under the Cayman Islands Companies Act; provided, that references herein to the SPAC Charter for periods after the Effective Time includes the memorandum and articles of association of the SPAC Surviving Subsidiary.

 

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SPAC Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of SPAC.

 

SPAC Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of SPAC.

 

SPAC Confidential Information” means all confidential or proprietary documents and information concerning SPAC or any of its Representatives; provided, however, that SPAC Confidential Information shall not include any information which, (i) at the time of disclosure by the Company, Pubco, a Merger Sub or any of their respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by SPAC or its Representatives to the Company, Pubco, a Merger Sub or any of their respective Representatives, was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such SPAC Confidential Information. For the avoidance of doubt, from and after the Closing, SPAC Confidential Information will include the confidential or proprietary information of the LLP Companies.

 

SPAC NRA Holders” means holders of SPAC Class B Ordinary Shares who received such Class B Ordinary Shares from the Original Sponsor pursuant to Non-Redemption Agreement and Assignment of Economic Interests prior to the date of this Agreement.

 

SPAC Ordinary Shares” means the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares.

 

SPAC Preference Shares” means preference shares, par value $0.0001 par value per share, of SPAC.

 

SPAC Securities” means the SPAC Ordinary Shares and the SPAC Preference Shares, collectively.

 

SPAC Shareholder” means a holder of SPAC Ordinary Shares.

 

Sponsor” means HC Proptech Partners III, LLC, a Delaware limited liability company.

 

Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of capital shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include any variable interest entity which is consolidated with such Person under applicable accounting rules.

 

Tax Return” means any return, declaration, report, claim for refund, information return or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.

 

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Taxes” means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security and related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any Liability for payment of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of law and (c) any Liability for the payment of amounts described in clauses (a) or (b) as a result of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other express or implied agreement to indemnify, any other Person.

 

Trade Secrets” means any trade secrets, confidential business information, concepts, ideas, designs, research or development information, processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods, know-how, data, mask works, discoveries, inventions, modifications, extensions, improvements, and other proprietary rights (whether or not patentable or subject to copyright, trademark, or trade secret protection).

 

Trademarks” means any trademarks, service marks, trade dress, trade names, brand names, internet domain names, designs, logos, or corporate names (including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications for registration and renewal thereof.

 

Trust Account” means the trust account established by SPAC with the proceeds from the IPO pursuant to the Trust Agreement in accordance with the IPO Prospectus.

 

Trust Agreement” means that certain Investment Management Trust Agreement, dated as of March 29, 2021, as it may be amended (including to accommodate the SPAC Merger), by and between SPAC and the Trustee.

 

Trustee” means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.

 

10.2 Section References. The following capitalized terms, as used in this Agreement, have the respective meanings given to them in the Section as set forth below adjacent to such terms:

 

Term   Section   Term   Section
5% Shareholder   5.22(a)   Company   Preamble
AAA Procedures   9.6   Company Benefit Plan   4.19(a)
Accounts Receivable   4.7(f)   Company Certificates   1.13(a)
Acquisition Proposal   5.6(a)   Company Disclosure Schedules   Article IV
Additional Capital     5.18(a)   Company Financials   4.7(a)
Additional Transferred Shares   Recitals   Company IP   4.13(d)
Agreement   Preamble   Company IP Licenses   4.13(a)
Alternative Transaction   5.6(a)   Company Material Contract   4.12(a)
Amended Pubco Organizational       Company Merger   Recitals
Documents   1.8   Company Merger Sub   Preamble
Annual Company Financials   4.7(a)   Company Permits   4.10
Antitrust Laws   5.9(b)   Company Plan of Merger   1.4
Baseline Retained Founder Shares   Recitals   Company Real Property Leases   4.15(a)
BM   2.1   Company Registered IP   4.13(a)
Business Combination   8.1   Company Shareholder Meeting   5.12
Closing     2.1   Company Surviving Subsidiary   1.3
Closing Date   2.1   Compensation Consultant     5.19(b)
Closing Filing   5.13(b)   Compensation Report     5.19(b)
Closing Press Release   5.13(b)   D&O Indemnified Persons   5.16(a)
Closing Redemption   5.11(a)   D&O Tail Insurance   5.16(b)

 

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Term   Section   Term   Section
Dispute   9.6   Plans of Merger   1.4
Effective Time   1.4   Post-Closing Pubco Board   5.15(a)
EGS   9.16(a)   Proxy Statement   5.11(a)
Employment Agreements     5.19(a)   Pubco   Preamble
Enforceability Exceptions     3.2   Pubco Equity Plan   5.11(a)
Environmental Permits     4.20(a)   Public Certifications   3.6(a)
Expenses     5.17(a)   Public Shareholders   8.1
Extension     5.3(a)   Redemption   3.5(b)
Extension Expenses     5.3(b)(iv)   Registration Rights Agreement   6.2(g)(iv)
Extension Redemption     3.5(b)   Registration Statement   5.11(a)
Federal Securities Laws     5.7   Regulatory Approvals   6.1(d)
Financing Agreements     5.18(a)   Related Person   4.21
Founder Registration Rights         Released Claims   8.1
Agreement Amendment   6.2(g)(v)   Required Company Shareholder    
Improvements     4.15(d)   Approval   6.1(b)
Incorporated Entities   Preamble   Required SPAC Shareholder Approval   6.1(a)
Insider Letter Amendment   Recitals   Resolution Period   9.6
Interim Balance Sheet Date   4.7(a)   Retained Founder Shares   Recitals
Interim Company Financials   4.7(a)   Retained Sponsor Shares   Recitals
Interim Period   5.1(a)   SEC Reports   3.6(a)
Joinder Agreement   1.1(b)   Shareholder Approval Matters     5.11(a)
JREP   Recitals   Signing Filing     5.13(b)
Law 32   1.3   Signing Press Release     5.13(b)
Leased Real Property   4.15(a)   SPAC     Preamble
Letter of Transmittal   1.13(a)   SPAC Disclosure Schedules     Article III
Lock-Up Agreement   Recitals   SPAC Financials     3.6(d)
Lost Certificate Affidavit   1.13(d)   SPAC Insiders   Recitals
Merger Certificate(s)   1.4   SPAC Material Contract     3.13(a)
Merger Consideration   1.12   SPAC Merger     Recitals
Merger Subs   Preamble   SPAC Merger Sub     Preamble
Mergers   Recitals   SPAC Plan of Merger     1.4
Minimum Cash Condition   6.2(d)   SPAC Shareholder Meeting     5.11(a)
Non-Retained Founder Shares   Recitals   SPAC Surviving Subsidiary     1.2
OFAC   3.18(c)   Specified Courts     9.7
Outbound IP License     4.13(c)   Sponsor Founder Shares   Recitals
Outside Date     7.1(b)   Sponsor Letter Agreement     Recitals
Owned Real Property     4.15(b)   Surviving Subsidiaries     1.3
Party(ies)     Preamble   Top Customers     4.23
PCAOB Audited Company Financials   5.4(a)   Top Vendors     4.23
PCAOB Company Financials   5.4(a)   Transaction Financing     5.18(a)
PCAOB Reviewed Quarterly       Transactions     Recitals
Company Financials   5.4(a)   Transmittal Documents     1.13(b)
PFIC   5.22(b)   Voting Agreement   Recitals

 

{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS}

 

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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as of the date first written above.

 

  SPAC:
   
  two
   
  By: /s/ Thomas D. Hennessy
  Name: Thomas D. Hennessy
  Title: Chairman and Chief Executive Officer

 

  The Company:
   
  LatAm Logistic Properties S.A.
   
  By: /s/ Esteban Saldarriaga
  Name: Esteban Saldarriaga
  Title: Chief Executive Officer

 

{Signature Page to Business Combination Agreement}

 

 

 

 

Annex B

 

The Companies Act (As Revised) of the Cayman Islands

 

Plan of Merger

 

This plan of merger (the “Plan of Merger”) is made on [date] between two (the “Surviving Company”) and Logistic Properties of the Americas Subco (the “Merging Company”).

 

Whereas the Merging Company is a Cayman Islands exempted company and is entering into this Plan of Merger pursuant to the provisions of Part XVI of the Companies Act (As Revised) (the “Statute”).

 

Whereas the Surviving Company is a Cayman Islands exempted company and is entering into this Plan of Merger pursuant to the provisions of Part XVI of the Statute.

 

Whereas the sole director of the Merging Company and the directors of the Surviving Company deem it desirable and in the commercial interests of the Merging Company and the Surviving Company, respectively, that the Merging Company be merged with and into the Surviving Company and that the undertaking, property and liabilities of the Merging Company vest in the Surviving Company (the “Merger”).

 

Terms not otherwise defined in this Plan of Merger shall have the meanings given to them under the Business Combination Agreement dated as of 15 August 2023 (as amended, restated, supplemented and/or otherwise modified from time to time, the “Business Combination Agreement”) between and among, among others, the Surviving Company and the Merging Company, a copy of which is annexed at Annexure 1 hereto.

 

Now therefore this Plan of Merger provides as follows:

 

1The constituent companies (as defined in the Statute) to this Merger are the Surviving Company and the Merging Company.

 

2The surviving company (as defined in the Statute) is the Surviving Company.

 

3The registered office of:

 

3.1the Surviving Company is c/o Maples Corporate Services Limited of PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands; and

 

3.2the Merging Company is c/o Ogier Global (Cayman) Limited of 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.

 

4Immediately prior to the Effective Date (as defined below):

 

4.1the authorised share capital of the Surviving Company will be US$41,100 divided into 400,000,000 Class A Ordinary Shares of US$0.0001 each, 10,000,000 Class B Ordinary Shares of US$0.0001 each and 1,000,000 preference Shares of US$0.0001 each; and

 

4.2the authorised share capital of the Merging Company will be US$41,100 divided into 400,000,000 Class A Ordinary Shares of US$0.0001 each, 10,000,000 Class B Ordinary Shares of US$0.0001 each and 1,000,000 preference Shares of US$0.0001 each.

 

5The date on which it is intended that the Merger is to take effect is the date that this Plan of Merger is registered by the Registrar of Companies (the “Registrar”) in accordance with section 233(13) of the Statute (the “Effective Date”).

 

 

 

 

6The terms and conditions of the Merger, including the manner and basis of converting shares in each constituent company into shares in the Surviving Company, are set out in the Business Combination Agreement (including, without limitation, in Article 1 thereof).

 

7Following the Merger, the rights and restrictions attaching to the shares in the Surviving Company will be as set out in the Amended and Restated Memorandum and Articles of Association of the Surviving Company in the form annexed at Annexure 2 hereto.

 

8The Amended and Restated Memorandum and Articles of Association of the Surviving Company shall be amended and restated by the deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association in the form annexed at Annexure 2 hereto on the Effective Date.

 

9There are no amounts or benefits which are or shall be paid or payable to any director of either constituent company or the Surviving Company consequent upon the Merger.

 

10The Merging Company has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger.

 

11The Surviving Company has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger.

 

12The names and addresses of each director of the surviving company (as defined in the Statute) are:

 

12.1[●] of [●];

 

13This Plan of Merger has been approved by the board of directors of the Surviving Company pursuant to section 233(3) of the Statute.

 

14This Plan of Merger has been approved by the sole director of the Merging Company pursuant to section 233(3) of the Statute.

 

15This Plan of Merger has been authorised by the shareholders of the Surviving Company pursuant to section 233(6) of the Statute by way of resolutions passed at an extraordinary general meeting of the Surviving Company.

 

16This Plan of Merger has been authorised by the sole shareholder of the Merging Company pursuant to section 233(6) of the Statute.

 

17At any time prior to the Effective Date, this Plan of Merger may be:

 

17.1terminated by the board of directors of either the Surviving Company or the Merging Company;

 

17.2amended by the board of directors of both the Surviving Company and the Merging Company to:

 

(a)change the Effective Date provided that such changed date shall not be a date later than the ninetieth day after the date of registration of this Plan of Merger with the Registrar; and

 

 

 

 

(b)effect any other changes to this Plan of Merger which the directors of both the Surviving Company and the Merging Company deem advisable, provided that such changes do not materially adversely affect any rights of the shareholders of the Surviving Company or the Merging Company, as determined by the directors of both the Surviving Company and the Merging Company, respectively.

 

If this Plan of Merger is terminated or amended in accordance with this clause after it has been filed with the Registrar but before it has become effective, the Surviving Company and the Merging Company must file or cause to be filed a notice of the termination or amendment (as applicable) with the Registrar in accordance with sections 235(2) and 235(4) of the Statute and must distribute copies of such notice in accordance with section 235(3) of the Statute.

 

18This Plan of Merger may be executed in counterparts.

 

19This Plan of Merger shall be governed by and construed in accordance with the laws of the Cayman Islands.

 

(The remainder of this page is intentionally left blank – signature page follows)

 

 

 

 

Signature Page to Plan of Merger

 

In witness whereof the parties hereto have caused this Plan of Merger to be executed on the day and year first above written.

 

SIGNED by )    
       
two )  
       
Acting by: ) Name:  
       
  ) Title: Director

 

 

 

 

Signature Page to Plan of Merger

 

In witness whereof the parties hereto have caused this Plan of Merger to be executed on the day and year first above written.

 

SIGNED by )    
       
Logistic Properties of the Americas Subco )  
       
Acting by: ) Name:  
       
  ) Title: Director

 

 

 

 

Annexure 1

 

Business Combination Agreement

 

 

 

 

Annexure 2

 

Amended and Restated Memorandum and Articles of Association of the Surviving Company

 

 

 

 

Annex C

 

Pubco Proposed Charter

 

Companies act (AS Revised)

 

Company Limited by Shares

 

 

 

AMENDED AND RESTATED

 

MEMORANDUM AND ARTICLES OF ASSOCIATION

 

OF

 

LOGISTIC PROPERTIES OF THE AMERICAS

 

 

 

Adopted by special resolution DATED [●] AND EFFECTIVE ON [●]

 

C-1
 

 

Companies act (AS Revised)

 

Company Limited by ShareS

 

Amended and Restated

 

Memorandum of Association

 

of

 

LOGISTIC PROPERTIES OF THE AMERICAS

 

Adopted by special resolution dated [●]AND EFFECTIVE ON [●]

 

1 The name of the Company is Logistic Properties of the Americas.
   
2 The Company’s registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide.
   
3 The Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act (As Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.
   
4 The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies Act (As Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit.
   
5 Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely:

 

  (a) the business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (As Revised); or
     
  (b) insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Act (As Revised); or
     
  (c) the business of company management without being licensed in that behalf under the Companies Management Act (As Revised).

 

6 The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.
   
7 The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member’s shares.

 

C-2
 

 

8 The share capital of the Company is US$50,000 divided into 450,000,000 ordinary shares of a par value of US$0.0001 each and 50,000,000 preference shares of US$0.0001 each. There is no limit on the number of shares of any class which the Company is authorised to issue. However, subject to the Companies Act (As Revised) and the Company’s articles of association, the Company has power to do any one or more of the following:

 

  (a) to redeem or repurchase any of its shares; and
     
  (b) to increase or reduce its capital; and
     
  (c) to issue any part of its capital (whether original, redeemed, increased or reduced):

 

  (i) with or without any preferential, deferred, qualified or special rights, privileges or conditions; or
     
  (ii) subject to any limitations or restrictions
     
 

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

 

  (d) to alter any of those rights, privileges, conditions, limitations or restrictions.

 

9 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

 

C-3
 

 

Companies act (as Revised)

 

Company Limited by ShareS

 

Amended and Restated

 

articles of Association

 

of

 

LOGISTIC PROPERTIES OF THE AMERICAS

 

Adopted by special resolution dated [●] AND EFFECTIVE ON [●]

 

C-4
 

 

CONTENTS

 

1. Definitions, interpretation and exclusion of Table A 1
  Definitions 1
  Interpretation 3
  Exclusion of Table A Articles 4
2. Commencement of Business 4
3. Shares 4
  Power to issue Shares and options, with or without special rights 4
  Power to issue fractions of a Share 5
  Power to pay commissions and brokerage fees 5
  Trusts not recognised 5
  Power to vary class rights 5
  Effect of new Share issue on existing class rights 6
  No bearer Shares or warrants 6
  Treasury Shares  6
  Rights attaching to Treasury Shares and related matters 6
4. Register of Members 7
5. Share certificates 7
  Issue of share certificates 7
  Renewal of lost or damaged share certificates 7
6. Lien on Shares 8
  Nature and scope of lien 8
  Company may sell Shares to satisfy lien 8
  Authority to execute instrument of transfer 8
  Consequences of sale of Shares to satisfy lien 8
  Application of proceeds of sale 9
7. Calls on Shares and forfeiture 9
  Power to make calls and effect of calls 9
  Time when call made 9
  Liability of joint holders 9
  Interest on unpaid calls 9
  Deemed calls 9
  Power to accept early payment 9
  Power to make different arrangements at time of issue of Shares 10
  Notice of default 10
  Forfeiture or surrender of Shares 10
  Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender 10
  Effect of forfeiture or surrender on former Member 10

 

i
 

 

  Evidence of forfeiture or surrender 11
  Sale of forfeited or surrendered Shares 11
8. Transfer of Shares 11
  Form of transfer 11
  Power to refuse registration 11
  Power to suspend registration 12
  Company may retain instrument of transfer 12
9. Transmission of Shares 12
  Persons entitled on death of a Member 12
  Registration of transfer of a Share following death or bankruptcy 12
  Indemnity 12
  Rights of person entitled to a Share following death or bankruptcy 13
10. Alteration of capital 13
  Increasing, consolidating, converting, dividing and cancelling share capital 13
  Dealing with fractions resulting from consolidation of Shares 13
  Reducing share capital 13
11. Redemption and purchase of own Shares 14
  Power to issue redeemable Shares and to purchase own Shares 14
  Power to pay for redemption or purchase in cash or in specie 14
  Effect of redemption or purchase of a Share 14
12. Meetings of Members 14
  Power to call meetings 14
  Content of notice 15
  Period of notice 16
  Persons entitled to receive notice 16
  Publication of notice on a website 16
  Time a website notice is deemed to be given 16
  Required duration of publication on a website 17
  Accidental omission to give notice or non-receipt of notice 17
13. Proceedings at meetings of Members 17
  Quorum 17
  Lack of quorum 17
  Use of technology 17
  Chairman 17
  Right of a director to attend and speak 18
  Adjournment and Postponement 18
  Method of voting 18
  Taking of a poll 18

 

ii
 

 

  Chairman’s casting vote 18
  Amendments to resolutions 19
  Written resolutions 19
  Sole-member company 19
14. Voting rights of Members  20
  Right to vote  20
  Rights of joint holders  20
  Representation of corporate Members 20
  Member with mental disorder 20
  Objections to admissibility of votes 21
  Form of proxy 21
  How and when proxy is to be delivered 21
  Voting by proxy 22
15. Number of directors 22
16. Appointment, disqualification and removal of directors 22
  No age limit 22
  Corporate directors  22
  No shareholding qualification 22
  Appointment and removal of directors 23
  Resignation of directors 24
  Termination of the office of director 24
17. Alternate directors 24
  Appointment and removal 24
  Notices 25
  Rights of alternate director 25
  Appointment ceases when the appointor ceases to be a director 25
  Status of alternate director 25
  Status of the director making the appointment  26
18. Powers of directors 26
  Powers of directors 26
  Appointments to office 26
  Remuneration 27
  Disclosure of information 27
19. Delegation of powers 27
  Power to delegate any of the directors’ powers to a committee 27
  Power to appoint an agent of the Company  28
  Power to appoint an attorney or authorised signatory of the Company 28
  Power to appoint a proxy  28

 

iii
 

 

20. Meetings of directors 28
  Regulation of directors’ meetings 28
  Calling meetings 29
  Notice of meetings  29
  Period of notice 29
  Use of technology 29
  Place of meetings 29
  Quorum 29
  Voting 29
  Validity 29
  Recording of dissent 29
  Written resolutions 30
  Sole director’s minute 30
21. Permissible directors’ interests and disclosure 30
  Permissible interests subject to disclosure 30
  Notification of interests 30
  Voting where a director is interested in a matter 31
22. Minutes 31
23. Accounts and audit 31
  No automatic right of inspection 31
  Sending of accounts and reports 31
  Validity despite accidental error in publication on website 32
  Audit  32
24. Financial year 33
25. Record dates 33
26. Dividends 33
  Declaration of dividends by directors 33
  Apportionment of dividends 34
  Right of set off 34
  Power to pay other than in cash 34
  How payments may be made 34
  Dividends or other moneys not to bear interest in absence of special rights 35
  Dividends unable to be paid or unclaimed  35
27. Capitalisation of profits 35
  Capitalisation of profits or of any share premium account or capital redemption reserve  35
  Applying an amount for the benefit of members 35
28. Share premium account 35
  Directors to maintain share premium account  35
  Debits to share premium account 36

 

iv
 

 

29. Seal 36
  Company seal 36
  Duplicate seal  36
  When and how seal is to be used  36
  If no seal is adopted or used  36
  Power to allow non-manual signatures and facsimile printing of seal  36
  Validity of execution 37
30. Indemnity 37
  Indemnity  37
  Release 37
  Insurance  37
31. Notices 38
  Form of notices 38
  Electronic communications 38
  Persons authorised to give notices 38
  Delivery of written notices 38
  Joint holders 38
  Signatures 38
  Evidence of transmission 38
  Giving notice to a deceased or bankrupt Member 39
  Date of giving notices 39
  Saving provision 39
32. Authentication of Electronic Records 40
  Application of Articles 40
  Authentication of documents sent by Members by Electronic means 40
  Authentication of document sent by the Secretary, Directors or Other Officers of the Company by Electronic means 40
  Manner of signing 40
  Saving provision 41
33. Transfer by way of continuation 41
34. Winding up 41
  Distribution of assets in specie 41
  No obligation to accept liability 41
  The directors are authorised to present a winding up petition 41
35. Amendment of Memorandum and Articles 42
  Power to change name or amend Memorandum 42
  Power to amend these Articles 42
36. Mergers and Consolidations 42
37. Certain Tax Filings 42
38. Business Opportunities 42

 

v
 

 

Companies act (As Revised)

 

Company Limited by ShareS

 

Amended and Restated

 

ARTICLES of Association

 

of

 

LOGISTIC PROPERTIES OF THE AMERICAS

 

Adopted by special resolution dated [●] AND EFFECTIVE ON [●]

 

1.Definitions, interpretation and exclusion of Table A

 

Definitions

 

1.1In these Articles, the following definitions apply:  

 

Affiliate in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.

 

Applicable Law means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

 

Articles means, as appropriate:

 

(a)these Amended and Restated Articles of Association as amended, restated, supplemented and/or otherwise modified from time to time: or
   
(b)two or more particular Articles of these Articles;

 

and Article refers to a particular Article of these Articles.

 

Audit Committee means the audit committee of the board of directors of the Company established pursuant to Article 23.8 hereof, or any successor audit committee.

 

Auditor means the person for the time being performing the duties of auditor of the Company.

 

Business Day means a day other than a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City, the Islands, a Saturday or a Sunday.

 

1

 

 

Clear Days, in relation to a period of notice, means that period excluding:

 

(a)the day when the notice is given or deemed to be given; and
   
(b)the day for which it is given or on which it is to take effect.

 

Clearing House means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

 

Company means the above-named company.

 

Compensation Committee means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

 

Default Rate means 10% (ten per cent) per annum.

 

Designated Stock Exchange means any United States national securities exchange, including the Nasdaq Stock Market LLC, the NYSE American LLC or The New York Stock Exchange LLC or any OTC market on which the Shares are listed for trading.

 

Electronic has the meaning given to that term in the Electronic Transactions Act (As Revised).

 

Electronic Record has the meaning given to that term in the Electronic Transactions Act (As Revised).

 

Electronic Signature has the meaning given to that term in the Electronic Transactions Act (As Revised).

 

Exchange Act means the United States Securities Exchange Act of 1934, as amended.

 

Fully Paid and Paid Up:

 

(a)in relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that Share, has been fully paid or credited as paid in money or money’s worth;
   
(b)in relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in money or money’s worth.

 

Independent Director means a director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange as determined by the directors.

 

Islands means the British Overseas Territory of the Cayman Islands.

 

Law means the Companies Act (As Revised).

 

Member means any person or persons entered on the Register of Members from time to time as the holder of a Share.

 

Memorandum means the Amended and Restated Memorandum of Association of the Company as amended, restated, supplemented and/or otherwise modified from time to time.

 

Nominating Committee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

 

Officer means a person then appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.

 

2

 

 

Ordinary Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote thereon. The expression also includes a unanimous written resolution.

 

Ordinary Share means an ordinary share of a par value of US$0.0001 in the share capital of the Company.

 

Preference Share means a preference share of a par value of US$0.0001 in the share capital of the Company.

 

Register of Members means the register of Members maintained in accordance with the Law and includes (except where otherwise stated) any branch or duplicate register of Members.

 

SEC means the United States Securities and Exchange Commission.

 

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

 

Share means an Ordinary Share or a Preference Share in the share capital of the Company; and the expression:

 

  (a) includes stock (except where a distinction between shares and stock is expressed or implied); and
     
  (b) where the context permits, also includes a fraction of a share.

 

Special Resolution has the meaning given to that term in the Law; and the expression includes a unanimous written resolution.

 

Tax Filing Authorised Person means such person as any director shall designate from time to time, acting severally.

 

Treasury Shares means Shares of the Company held in treasury pursuant to the Law and Article 3.14.

 

Interpretation

 

1.2In the interpretation of these Articles, the following provisions apply unless the context otherwise requires:

 

(a)A reference in these Articles to a statute is a reference to a statute of the Islands as known by its short title, and includes:

 

(i)any statutory modification, amendment or re-enactment; and
   
(ii)any subordinate legislation or regulations issued under that statute.

 

Without limitation to the preceding sentence, a reference to a revised Law of the Cayman Islands is taken to be a reference to the revision of that Law in force from time to time as amended from time to time.

 

(b)Headings are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity.
   
(c)If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done on the next Business Day.
   
(d)A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders.
   
(e)A reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency.

 

3

 

 

(f)Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning.
   
(g)All references to time are to be calculated by reference to time in the place where the Company’s registered office is located.
   
(h)The words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied.
   
(i)The words including, include and in particular or any similar expression are to be construed without limitation.
   
(j)Any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an Electronic Signature.
   
(k)Sections 8 and 19(3) of the Electronic Transactions Act shall not apply.
   
(l)The term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.

 

Exclusion of Table A Articles

 

1.3The regulations contained in Table A in the First Schedule of the Law and any other regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the Company.
  
2.

Commencement of Business

  
2.1The business of the Company may be commenced as soon after incorporation of the Company as the directors see fit.
  
2.2The directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.
  
3.Shares

 

Power to issue Shares and options, with or without special rights

 

3.1Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting), these Articles and, where applicable, the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), issue, grant options over or otherwise deal with any unissued Shares of the Company to such persons, at such times and on such terms and conditions as they may decide. No Share may be issued at a discount except in accordance with the provisions of the Law.
  
3.2Without limitation to the preceding Article, the directors may so deal with the unissued Shares of the Company:

 

(a)either at a premium or at par;
   
(b)with or without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise.

 

3.3The Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company at such times and on such terms and conditions as the directors may decide.

 

4

 

 

3.4The Company may issue units of securities in the Company, which may be comprised of Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, on such terms and conditions as the directors may decide.

 

Power to issue fractions of a Share

 

3.5Subject to the Law, the Company may issue fractions of a Share of any class. A fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares.

 

Power to pay commissions and brokerage fees

 

3.6The Company may, in so far as the Law permits, pay a commission to any person in consideration of that person:

 

(a)subscribing or agreeing to subscribe, whether absolutely or conditionally; or
   
(b)procuring or agreeing to procure subscriptions, whether absolute or conditional

 

for any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly in another.

 

3.7The Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage.

 

Trusts not recognised

 

3.8Except as required by Applicable Law:

 

(a)the Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Law) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder; and
   
(b)no person other than the Member shall be recognised by the Company as having any right in a Share.

 

Power to vary class rights

 

3.9If the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:

 

(a)the Members holding two thirds of the issued Shares of that class consent in writing to the variation; or
   
(b)the variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued Shares of that class.

 

3.10For the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that:

 

(a)the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class; and
   
(b)any Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate Member, by its duly authorised representative, may demand a poll.

 

5
 

 

Effect of new Share issue on existing class rights

 

3.11Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class.

 

Capital contributions without issue of further Shares

 

3.12With the consent of a Member, the directors may accept a voluntary contribution to the capital of the Company from that Member without issuing Shares in consideration for that contribution. In that event, the contribution shall be dealt with in the following manner:

 

(a)It shall be treated as if it were a share premium.
   
(b)Unless the Member agrees otherwise:

 

(i)if the Member holds Shares in a single class of Shares, it shall be credited to the share premium account for that class of Shares;
   
(ii)if the Member holds Shares of more than one class, it shall be credited rateably to the share premium accounts for those classes of Shares (in the proportion that the sum of the issue prices for each class of Shares that the Member holds bears to the total issue prices for all classes of Shares that the Member holds).

 

(c)It shall be subject to the provisions of the Law and these Articles applicable to share premiums.

 

No bearer Shares or warrants

 

3.13The Company shall not issue Shares or warrants to bearers.

 

Treasury Shares

 

3.14Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Law shall be held as Treasury Shares and not treated as cancelled if:

 

(a)the directors so determine prior to the purchase, redemption or surrender of those shares; and
   
(b)the relevant provisions of the Memorandum and Articles and the Law are otherwise complied with.

 

Rights attaching to Treasury Shares and related matters

 

3.15No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be made to the Company in respect of a Treasury Share.
  
3.16The Company shall be entered in the Register as the holder of the Treasury Shares. However:

 

(a)the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
   
(b)a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Law.

 

6
 

 

3.17Nothing in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.
  
3.18Treasury Shares may be disposed of by the Company in accordance with the Law and otherwise on such terms and conditions as the directors determine.

 

4.Register of Members
  
4.1The Company shall maintain or cause to be maintained the Register of Members in accordance with the Law.
  
4.2The directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Law. The directors may also determine which Register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.

 

5.Share certificates

 

Issue of share certificates

 

5.1Upon being entered in the Register of Members as the holder of a Share, a Member shall be entitled:

 

(a)without payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member’s holding of Shares of any class, to a certificate for the balance of that holding); and
   
(b)upon payment of such reasonable sum as the directors may determine for every certificate after the first, to several certificates each for one or more of that Member’s Shares.

 

5.2Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other manner as the directors determine.
  
5.3The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.

 

Renewal of lost or damaged share certificates

 

5.4If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to:

 

(a)evidence;
   
(b)indemnity;
   
(c)payment of the expenses reasonably incurred by the Company in investigating the evidence; and
   
(d)payment of a reasonable fee, if any, for issuing a replacement share certificate

 

as the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

 

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6.Lien on Shares

 

Nature and scope of lien

 

6.1The Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered in the name of a Member (whether solely or jointly with others). The lien is for all moneys payable to the Company by the Member or the Member’s estate:

 

(a)either alone or jointly with any other person, whether or not that other person is a Member; and
   
(b)whether or not those moneys are presently payable.

 

6.2At any time the directors may declare any Share to be wholly or partly exempt from the provisions of this Article.

 

Company may sell Shares to satisfy lien

 

6.3The Company may sell any Shares over which it has a lien if all of the following conditions are met:

 

(a)the sum in respect of which the lien exists is presently payable;
   
(b)the Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and
   
(c)that sum is not paid within 14 Clear Days after that notice is deemed to be given under these Articles.

 

6.4The Shares may be sold in such manner as the directors determine.
  
6.5To the maximum extent permitted by Applicable Law, the directors shall incur no personal liability to the Member concerned in respect of the sale.

 

Authority to execute instrument of transfer

 

6.6To give effect to a sale, the directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee of the Shares shall not be affected by any irregularity or invalidity in the proceedings in respect of the sale.

 

Consequences of sale of Shares to satisfy lien

 

6.7On sale pursuant to the preceding Articles:

 

(a)the name of the Member concerned shall be removed from the Register of Members as the holder of those Shares; and
   
(b)that person shall deliver to the Company for cancellation the certificate for those Shares.

 

Despite this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.

 

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Application of proceeds of sale

 

6.8The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Shares have been sold:

 

(a)if no certificate for the Shares was issued, at the date of the sale; or
   
(b)if a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation

 

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.

 

7.Calls on Shares and forfeiture

 

Power to make calls and effect of calls

 

7.1Subject to the terms of allotment, the directors may make calls on the Members in respect of any moneys unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice.
  
7.2Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part.
  
7.3A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect of which the call was made. A person shall not be liable for calls made after such person is no longer registered as Member in respect of those Shares.

 

Time when call made

 

7.4A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed.

 

Liability of joint holders

 

7.5Members registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share.

 

Interest on unpaid calls

 

7.6If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid:

 

(a)at the rate fixed by the terms of allotment of the Share or in the notice of the call; or
   
(b)if no rate is fixed, at the Default Rate.

 

The directors may waive payment of the interest wholly or in part.

 

Deemed calls

 

7.7Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue of a call.

 

Power to accept early payment

 

7.8The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that amount has been called up.

 

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Power to make different arrangements at time of issue of Shares

 

7.9Subject to the terms of allotment, the directors may make arrangements on the issue of Shares to distinguish between Members in the amounts and times of payment of calls on their Shares.

 

Notice of default

 

7.10If a call remains unpaid after it has become due and payable the directors may give to the person from whom it is due not less than 14 Clear Days’ notice requiring payment of:

 

(a)the amount unpaid;
   
(b)any interest which may have accrued;
   
(c)any expenses which have been incurred by the Company due to that person’s default.

 

7.11The notice shall state the following:

 

(a)the place where payment is to be made; and
   
(b)a warning that if the notice is not complied with the Shares in respect of which the call is made will be liable to be forfeited.

 

Forfeiture or surrender of Shares

 

7.12If the notice under the preceding Article is not complied with, the directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the directors may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.
  
7.13The directors may accept the surrender for no consideration of any Fully Paid Share.

 

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

 

7.14A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the directors may authorise some person to execute an instrument of transfer of the Share to the transferee.

 

Effect of forfeiture or surrender on former Member

 

7.15On forfeiture or surrender:

 

(a)the name of the Member concerned shall be removed from the Register of Members as the holder of those Shares and that person shall cease to be a Member in respect of those Shares; and
   
(b)that person shall surrender to the Company for cancellation the certificate (if any) for the forfeited or surrendered Shares.

 

7.16Despite the forfeiture or surrender of his Shares, that person shall remain liable to the Company for all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of those Shares together with:

 

(a)all expenses; and

 

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(b)interest from the date of forfeiture or surrender until payment:

 

(i)at the rate of which interest was payable on those moneys before forfeiture; or
   
(ii)if no interest was so payable, at the Default Rate.

 

The directors, however, may waive payment wholly or in part.

 

Evidence of forfeiture or surrender

 

7.17A declaration, whether statutory or under oath, made by a director or the Secretary shall be conclusive evidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares:

 

(a)that the person making the declaration is a director or Secretary of the Company, and
   
(b)that the particular Shares have been forfeited or surrendered on a particular date.

 

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

 

Sale of forfeited or surrendered Shares

 

7.18Any person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the application of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect of, the forfeiture, surrender or disposal of those Shares.
  
8.Transfer of Shares

 

Form of transfer

 

8.1Subject to the following Articles about the transfer of Shares, and provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, a Member may transfer Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law or in any other form approved by the directors, executed:

 

(a)where the Shares are Fully Paid, by or on behalf of that Member; and
   
(b)where the Shares are partly paid, by or on behalf of that Member and the transferee.

 

8.2The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered into the Register of Members.

 

Power to refuse registration

 

8.3If the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to Article 3.4 on terms that one cannot be transferred without the other, the directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such option or warrant.

 

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Power to suspend registration

 

8.4Subject to Applicable Law, the directors may suspend registration of the transfer of Shares at such times and for such periods, not exceeding 30 days in any calendar year, as they determine.

 

Company may retain instrument of transfer

 

8.5The Company shall be entitled to retain any instrument of transfer which is registered; but an instrument of transfer which the directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

 

9.Transmission of Shares

 

Persons entitled on death of a Member

 

9.1If a Member dies, the only persons recognised by the Company as having any title to the deceased Members’ interest are the following:

 

(a)where the deceased Member was a joint holder, the survivor or survivors; and
   
(b)where the deceased Member was a sole holder, that Member’s personal representative or representatives.

 

9.2Nothing in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased was a sole holder or a joint holder.

 

Registration of transfer of a Share following death or bankruptcy

 

9.3A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following:

 

(a)to become the holder of the Share; or
   
(b)to transfer the Share to another person.

 

9.4That person must produce such evidence of his entitlement as the directors may properly require.
  
9.5If the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer.

 

9.6If the person elects to transfer the Share to another person then:

 

(a)if the Share is Fully Paid, the transferor must execute an instrument of transfer; and
   
(b)if the Share is partly paid, the transferor and the transferee must execute an instrument of transfer.

 

9.7All these Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer.

 

Indemnity

 

9.8A person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the directors against any loss or damage suffered by the Company or the directors as a result of that registration.

 

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Rights of person entitled to a Share following death or bankruptcy

 

9.9A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. However, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares in the Company.
  
10.Alteration of capital

 

Increasing, consolidating, converting, dividing and cancelling share capital

 

10.1To the fullest extent permitted by the Law, the Company may by Ordinary Resolution do any of the following and amend its Memorandum for that purpose:

 

(a)increase its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities and privileges set out in that Ordinary Resolution;
   
(b)consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;
   
(c)convert all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination;
   
(d)sub-divide its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and
   
(e)cancel Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish the number of Shares into which its capital is divided.

 

Dealing with fractions resulting from consolidation of Shares

 

10.2Whenever, as a result of a consolidation of Shares, any Members would become entitled to fractions of a Share the directors may on behalf of those Members:

 

(a)sell the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Law, the Company); and
   
(b)distribute the net proceeds in due proportion among those Members.

 

For that purpose, the directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.

 

Reducing share capital

 

10.3Subject to the Law and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by Special Resolution, reduce its share capital in any way.

 

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11.Redemption and purchase of own Shares

 

Power to issue redeemable Shares and to purchase own Shares

 

11.1Subject to the Law and to any rights for the time being conferred on the Members holding a particular class of Shares, and, where applicable, the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may by its directors:

 

(a)issue Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares, on the terms and in the manner its directors determine before the issue of those Shares;
   
(b)

with the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms and in the manner which the directors determine at the time of such variation; and

   
(c)purchase all or any of its own Shares of any class including any redeemable Shares on the terms and in the manner which the directors determine at the time of such purchase.

 

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Law, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

 

Power to pay for redemption or purchase in cash or in specie

 

11.2When making a payment in respect of the redemption or purchase of Shares, the directors may make the payment in cash or in specie (or partly in one and partly in the other) if so authorised by the terms of the allotment of those Shares, or by the terms applying to those Shares in accordance with Article 11.1, or otherwise by agreement with the Member holding those Shares.

 

Effect of redemption or purchase of a Share

 

11.3Upon the date of redemption or purchase of a Share:

 

(a)the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive:

 

(i)the price for the Share; and
   
(ii)any dividend declared in respect of the Share prior to the date of redemption or purchase;

 

(b)the Member’s name shall be removed from the Register of Members with respect to the Share; and
   
(c)the Share shall be cancelled or held as a Treasury Shares, as the directors may determine.

 

For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.

 

12.Meetings of Members

 

Power to call meetings

 

12.1To the extent required by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, an annual general meeting of the Company shall be held each year at such time as determined by the directors and the Company may, but shall not (unless required by the Law or the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law) be obliged to, in each year, hold any other general meeting.

 

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12.2The agenda of the annual general meeting shall be set by the directors and shall include the presentation of the Company’s annual accounts and the report of the directors (if any).
  
12.3Annual general meetings shall be held in New York, USA or in such other places as the directors may determine.
  
12.4All general meetings other than annual general meetings shall be called extraordinary general meetings and the Company shall specify the meeting as such in the notices calling it.
  
12.5The directors may call a general meeting at any time.
  
12.6If there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, the directors must call a general meeting for the purpose of appointing additional directors.
  
12.7The directors must also call a general meeting if requisitioned in the manner set out in the next two Articles.
  
12.8The requisition must be in writing and given by one or more Members who together hold at least 40% of the rights to vote at such general meeting.
  
12.9The requisition must also:

 

(a)specify the purpose of the meeting;
   
(b)be signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners; and
   
(c)be delivered in accordance with the notice provisions.

 

12.10Should the directors fail to call a general meeting within 21 Clear Days from the date of receipt of a requisition, the requisitioners or any of them may call a general meeting within three months after the end of that period.
  
12.11Without limitation to the foregoing, if there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, any one or more Members who together hold at least 40% of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional directors.
  
12.12Members seeking to bring business before the annual general meeting or to nominate candidates for election as directors at the annual general meeting must deliver notice to the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting.

 

Content of notice

 

12.13Notice of a general meeting shall specify each of the following:

 

(a)the place, the date and the hour of the meeting;
   
(b)if the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting;
   
(c)subject to paragraph (d), the general nature of the business to be transacted; and

 

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(d)if a resolution is proposed as a Special Resolution, the text of that resolution.

 

12.14In each notice there shall appear with reasonable prominence the following statements:

 

(a)that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member; and
   
(b)that a proxyholder need not be a Member.

 

Period of notice

 

12.15At least five Clear Days’ notice of a general meeting must be given to Members, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

 

(a)in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and
   
(b)in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than 95% in par value of the Shares giving that right.

 

Persons entitled to receive notice

 

12.16Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people:

 

(a)the Members;
   
(b)persons entitled to a Share in consequence of the death or bankruptcy of a Member; and
   
(c)the directors.

 

Publication of notice on a website

 

12.17Subject to the Law or the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, a notice of a general meeting may be published on a website providing the recipient is given separate notice of:

 

(a)the publication of the notice on the website;
   
(b)the place on the website where the notice may be accessed;
   
(c)how it may be accessed; and
   
(d)the place, date and time of the general meeting.

 

12.18If a Member notifies the Company that he is unable for any reason to access the website, the Company must as soon as practicable give notice of the meeting to that Member by any other means permitted by these Articles. This will not affect when that Member is deemed to have received notice of the meeting.

 

Time a website notice is deemed to be given

 

12.19A website notice is deemed to be given when the Member is given notice of its publication.

 

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Required duration of publication on a website

 

12.20 Where the notice of meeting is published on a website, it shall continue to be published in the same place on that website from the date of the notification until at least the conclusion of the meeting to which the notice relates.

 

Accidental omission to give notice or non-receipt of notice

 

12.21 Proceedings at a meeting shall not be invalidated by the following:

 

  (a) an accidental failure to give notice of the meeting to any person entitled to notice; or
     
  (b) non-receipt of notice of the meeting by any person entitled to notice.

 

12.22 In addition, where a notice of meeting is published on a website, proceedings at the meeting shall not be invalidated merely because it is accidentally published:

 

  (a) in a different place on the website; or
     
  (b) for part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates.

 

13. Proceedings at meetings of Members

 

Quorum

 

13.1 Save as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy. One or more Members who together hold not less than one-third of the Shares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum.

 

Lack of quorum

 

13.2 If a quorum is not present within 15 minutes of the time appointed for the meeting, or if at any time during the meeting it becomes inquorate, then the following provisions apply:

 

  (a) If the meeting was requisitioned by Members, it shall be cancelled.
     
  (b) In any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the directors. If a quorum is not present within 15 minutes of the time appointed for the adjourned meeting, then the meeting shall be dissolved.

 

Use of technology

 

13.3 A person may participate in a general meeting through the medium of conference telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting.

 

Chairman

 

13.4 The chairman of a general meeting shall be the chairman of the board or such other director as the directors have nominated to chair board meetings in the absence of the chairman of the board. Absent any such person being present within 15 minutes of the time appointed for the meeting, the directors present shall elect one of their number to chair the meeting.
   
13.5 If no director is present within 15 minutes of the time appointed for the meeting, or if no director is willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting.

 

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Right of a director to attend and speak

 

13.6 Even if a director is not a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members holding a particular class of Shares in the Company.

 

Adjournment and Postponement

 

13.7 The chairman may at any time adjourn a meeting. The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting.
   
13.8 Should a meeting be adjourned for more than twenty Clear Days, whether because of a lack of quorum or otherwise, Members shall be given at least five Clear Days’ notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.
   
13.9 If a notice is issued in respect of a general meeting and the directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting.
   
13.10 When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The directors may postpone a general meeting which has already been postponed.

 

Method of voting

 

13.11 A resolution put to the vote of the meeting shall be decided on a poll.

 

Taking of a poll

 

13.12 A poll demanded on the question of adjournment shall be taken immediately.
   
13.13 A poll demanded on any other question shall be taken either immediately or at an adjourned meeting at such time and place as the chairman directs, not being more than 30 Clear Days after the poll was demanded.
   
13.14 The demand for a poll shall not prevent the meeting continuing to transact any business other than the question on which the poll was demanded.
   
13.15 A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more than place, the chairman may appoint scrutineers in more than place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.

 

Chairman’s casting vote

 

13.16 If the votes on a resolution are equal, the chairman may if he wishes exercise a casting vote.

 

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Amendments to resolutions

 

13.17 An Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:

 

  (a) not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), notice of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting; and
     
  (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.

 

13.18 A Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if:

 

  (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
     
  (b) the amendment does not go beyond what the chairman considers is necessary to correct a grammatical or other non-substantive error in the resolution.

 

13.19 If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.

 

Written resolutions

 

13.20 Members may pass a resolution in writing without holding a meeting if the following conditions are met:

 

  (a) all Members entitled so to vote are given notice of the resolution as if the same were being proposed at a meeting of Members;
     
  (b) all Members entitled so to vote:

 

  (i) sign a document; or
     
  (ii) sign several documents in the like form each signed by one or more of those Members; and

 

  (c) the signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose.

 

Such written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.

 

13.21 If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.
   
13.22 The directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll.

 

Sole-member company

 

13.23 If the Company has only one Member, and the Member records in writing his decision on a question, that record shall constitute both the passing of a resolution and the minute of it.

 

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14. Voting rights of Members

 

Right to vote

 

14.1 Unless their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled to vote at a general meeting, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of that class of Shares.
   
14.2 Members may vote in person or by proxy.
   
14.3 Every Member shall have one vote for each Share he holds, unless any Share carries special voting rights.
   
14.4 A fraction of a Share shall entitle its holder to an equivalent fraction of one vote.
   
14.5 No Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same way.

 

Rights of joint holders

 

14.6 If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the Register of Members shall be accepted to the exclusion of the votes of the other joint holder.

 

Representation of corporate Members

 

14.7 Save where otherwise provided, a corporate Member must act by a duly authorised representative.
   
14.8 A corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.
   
14.9 The authorisation may be for any period of time, and must be delivered to the Company not less than two hours before the commencement of the meeting at which it is first used.
   
14.10 The directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice.
   
14.11 Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member.
   
14.12 A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the directors of the Company had actual notice of the revocation.
   
14.13 If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of such Shares held by the clearing house (or its nominee(s)).

 

Member with mental disorder

 

14.14 A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Islands or elsewhere) in matters concerning mental disorder may vote, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.
   
14.15 For the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

 

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Objections to admissibility of votes

 

14.16 An objection to the validity of a person’s vote may only be raised at the meeting or at the adjourned meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive.

 

Form of proxy

 

14.17 An instrument appointing a proxy shall be in any common form or in any other form approved by the directors.
   
14.18 The instrument must be in writing and signed in one of the following ways:

 

  (a) by the Member; or
     
  (b) by the Member’s authorised attorney; or
     
  (c) if the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney.

 

If the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying these Articles about authentication of Electronic Records.

 

14.19 The directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy.
   
14.20 A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy before the directors of the Company had actual notice of the revocation.

 

How and when proxy is to be delivered

 

14.21 Subject to the following Articles, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority certified notarially or in any other way approved by the directors) must be delivered so that it is received by the Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote. They must be delivered in either of the following ways:

 

  (a) In the case of an instrument in writing, it must be left at or sent by post:

 

  (i) to the registered office of the Company; or
     
  (ii) to such other place specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting.

 

  (b) If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified:

 

  (i) in the notice convening the meeting; or
     
  (ii) in any form of appointment of a proxy sent out by the Company in relation to the meeting; or
     
  (iii) in any invitation to appoint a proxy issued by the Company in relation to the meeting.

 

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14.22 Subject to the following Article, where a poll is taken:

 

  (a) if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under the preceding Article not less than 24 hours before the time appointed for the taking of the poll; or
     
  (b) if it is to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under the preceding Article not less than two hours before the time appointed for the taking of the poll.

 

14.23 Notwithstanding the preceding Articles:

 

  (a) the directors may, in the notice convening a meeting or in any form of appointment of a proxy sent out by the Company in relation to the meeting, specify another time (being not later than the time appointed for the commencement of the meeting or adjourned meeting) by which the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered to the Company pursuant to Article 14.21); and
     
  (b) The chairman may in any event at his discretion declare that the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) shall be deemed to have been duly deposited.
     
  (c) If the form of appointment of proxy is not delivered on time, it is (unless the chairman declares it to be duly deposited) invalid.

 

Voting by proxy

 

14.24 A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.
   
15. Number of directors
   
  Unless otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the maximum shall be nine.
   
16. Appointment, disqualification and removal of directors

 

No age limit

 

16.1 There is no age limit for directors save that they must be aged at least 18 years.

 

Corporate directors

 

16.2 Unless prohibited by Applicable Law, a body corporate may be a director. If a body corporate is a director, these Articles about representation of corporate Members at general meetings apply, mutatis mutandis, to these Articles about directors’ meetings.

 

No shareholding qualification

 

16.3 Unless a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall be required to own Shares as a condition of his appointment.

 

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Appointment and removal of directors

 

16.4 The directors shall be divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing directors shall by resolution classify themselves as Class I, Class II or Class III directors. The Class I directors shall stand elected for a term expiring at the Company’s first annual general meeting, the Class II directors shall stand elected for a term expiring at the Company’s second annual general meeting and the Class III directors shall stand elected for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their election. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.
   
16.5 The Company may by Ordinary Resolution appoint any person to be a director or may by Ordinary Resolution remove any director.
   
16.6 Without prejudice to the Company’s power to appoint a person to be a director pursuant to these Articles, the directors shall have power at any time to appoint any person who is willing to act as a director, either to fill a vacancy or as an additional director. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.
   
16.7 Notwithstanding the other provisions of these Articles, in any case where, as a result of death, the Company has no directors and no shareholders, the personal representatives of the last shareholder to have died have the power, by notice in writing to the Company, to appoint a person to be a director. For the purpose of this Article:

 

  (a) where two or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder;
     
  (b) if the last shareholder died leaving a will which disposes of that shareholder’s shares in the Company (whether by way of specific gift, as part of the residuary estate, or otherwise):

 

  (i) the expression personal representatives of the last shareholder means:

 

  (A) until a grant of probate in respect of that will has been obtained from the Grand Court of the Cayman Islands, all of the executors named in that will who are living at the time the power of appointment under this Article is exercised; and
     
  (B) after such grant of probate has been obtained, only such of those executors who have proved that will;

 

  (ii) without derogating from section 3(1) of the Succession Law (As Revised), the executors named in that will may exercise the power of appointment under this Article without first obtaining a grant of probate.

 

16.8 A remaining director may appoint a director even though there is not a quorum of directors.
   
16.9 No appointment can cause the number of directors to exceed the maximum; and any such appointment shall be invalid.
   
16.10 For so long as Shares are listed on a Designated Stock Exchange, the directors shall include at least such number of Independent Directors as Applicable Law or the rules and regulations of the Designated Stock Exchange require, subject to applicable phase-in rules of the Designated Stock Exchange.

 

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Resignation of directors

 

16.11 A director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions.
   
16.12 Unless the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to the Company.

 

Termination of the office of director

 

16.13 A director’s office shall be terminated forthwith if:

 

  (a) he is prohibited by the law of the Islands from acting as a director; or
     
  (b) he is made bankrupt or makes an arrangement or composition with his creditors generally; or
     
  (c) in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director; or
     
  (d) he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise;
     
  (e) without the consent of the other directors, he is absent from meetings of directors for a continuous period of six months; or
     
  (f) all of the other directors (being not less than two in number) determine that he should be removed as a director, either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance with these Articles or by a resolution in writing signed by all of the other directors.

 

17. Alternate directors

 

Appointment and removal

 

17.1 Any director may appoint any other person, including another director, to act in his place as an alternate director. No appointment shall take effect until the director has given notice of the appointment to the other directors. Such notice must be given to each other director by either of the following methods:

 

  (a) by notice in writing in accordance with the notice provisions;
     
  (b) if the other director has an email address, by emailing to that address a scanned copy of the notice as a PDF attachment (the PDF version being deemed to be the notice unless Article 32.7 applies), in which event notice shall be taken to be given on the date of receipt by the recipient in readable form. For the avoidance of doubt, the same email may be sent to the email address of more than one director (and to the email address of the Company pursuant to Article 17.4(c)).

 

17.2 Without limitation to the preceding Article, a director may appoint an alternate for a particular meeting by sending an email to his fellow directors informing them that they are to take such email as notice of such appointment for such meeting. Such appointment shall be effective without the need for a signed notice of appointment or the giving of notice to the Company in accordance with Article 17.4.
   
17.3 A director may revoke his appointment of an alternate at any time. No revocation shall take effect until the director has given notice of the revocation to the other directors. Such notice must be given by either of the methods specified in Article 17.1.

 

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17.4 A notice of appointment or removal of an alternate director must also be given to the Company by any of the following methods:

 

  (a) by notice in writing in accordance with the notice provisions;
     
  (b) if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 32.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine;
     
  (c) if the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 32.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form; or
     
  (d) if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing.

 

Notices

 

17.5 All notices of meetings of directors shall continue to be given to the appointing director and not to the alternate.

 

Rights of alternate director

 

17.6 An alternate director shall be entitled to attend and vote at any board meeting or meeting of a committee of the directors at which the appointing director is not personally present, and generally to perform all the functions of the appointing director in his absence.

 

17.7 For the avoidance of doubt:

 

  (a) if another director has been appointed an alternate director for one or more directors, he shall be entitled to a separate vote in his own right as a director and in right of each other director for whom he has been appointed an alternate; and
     
  (b) if a person other than a director has been appointed an alternate director for more than one director, he shall be entitled to a separate vote in right of each director for whom he has been appointed an alternate.

 

17.8 An alternate director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate director.

 

Appointment ceases when the appointor ceases to be a director

 

17.9 An alternate director shall cease to be an alternate director if the director who appointed him ceases to be a director.

 

Status of alternate director

 

17.10 An alternate director shall carry out all functions of the director who made the appointment.
   
17.11 Save where otherwise expressed, an alternate director shall be treated as a director under these Articles.
   
17.12 An alternate director is not the agent of the director appointing him.
   
17.13 An alternate director is not entitled to any remuneration for acting as alternate director.

 

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Status of the director making the appointment

 

17.14 A director who has appointed an alternate is not thereby relieved from the duties which he owes the Company.

 

18. Powers of directors

 

Powers of directors

 

18.1 Subject to the provisions of the Law, the Memorandum and these Articles, the business of the Company shall be managed by the directors who may for that purpose exercise all the powers of the Company.
   
18.2 No prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the extent permitted under Applicable Law, Members may by Special Resolution validate any prior or future act of the directors which would otherwise be in breach of their duties.

 

Appointments to office

 

18.3 The directors may appoint a director:

 

  (a) as chairman of the board of directors;
     
  (b) as vice-chairman of the board of directors;
     
  (c) as managing director;
     
  (d) to any other executive office

 

for such period and on such terms, including as to remuneration, as they think fit.

 

18.4 The appointee must consent in writing to holding that office.
   
18.5 Where a chairman is appointed he shall, unless unable to do so, preside at every meeting of directors.
   
18.6 If there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the directors may nominate one of their number to act in place of the chairman should he ever not be available.
   
18.7 Subject to the provisions of the Law, the directors may also appoint any person, who need not be a director:

 

  (a) as Secretary; and
     
  (b) to any office that may be required (including, for the avoidance of doubt, one or more chief executive officers, presidents, a chief financial officer, a treasurer, vice-presidents, one or more assistant vice-presidents, one or more assistant treasurers and one or more assistant secretaries),

 

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.

 

18.8 The Secretary or other Officer must consent in writing to holding that office.
   
18.9 A Secretary, director or other Officer of the Company may not hold the office, or perform the services, of Auditor.

 

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Remuneration

 

18.10 The remuneration to be paid to the directors, if any, shall be such remuneration as the directors shall determine. The directors shall also be entitled to be paid all out of pocket expenses properly incurred by them in connection with activities on behalf of the Company.
   
18.11 Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the director or to any other person connected to or related to him.
   
18.12 Unless his fellow directors determine otherwise, a director is not accountable to the Company for remuneration or other benefits received from any other company which is in the same group as the Company or which has common shareholdings.

 

Disclosure of information

 

18.13 The directors may release or disclose to a third party any information regarding the affairs of the Company, including any information contained in the Register of Members relating to a Member, (and they may authorise any director, Officer or other authorised agent of the Company to release or disclose to a third party any such information in his possession) if:

 

  (a) the Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company is subject; or
     
  (b) such disclosure is in compliance with the rules of any stock exchange upon which the Company’s shares are listed; or
     
  (c) such disclosure is in accordance with any contract entered into by the Company; or
     
  (d) the directors are of the opinion such disclosure would assist or facilitate the Company’s operations.

 

19. Delegation of powers

 

Power to delegate any of the directors’ powers to a committee

 

19.1 The directors may delegate any of their powers to any committee consisting of one or more persons who need not be Members (including, without limitation, the Audit Committee, the Compensation Committee and the Nominating Committee). Persons on the committee may include non-directors so long as the majority of those persons are directors.
   
19.2 The delegation may be collateral with, or to the exclusion of, the directors’ own powers.
   
19.3 The delegation may be on such terms as the directors think fit, including provision for the committee itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the directors at will.
   
19.4 Unless otherwise permitted by the directors, a committee must follow the procedures prescribed for the taking of decisions by directors.
   
19.5 The directors may adopt formal written charters for committees and, if so adopted, shall review and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers as the directors may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating Committee, if established, shall consist of such number of directors as the directors shall from time to time determine (or such minimum number as may be required from time to time by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any class of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee shall be made up of such number of Independent Directors as is required from time to time by the rules and regulations of the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law.

 

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Power to appoint an agent of the Company

 

19.6 The directors may appoint any person, either generally or in respect of any specific matter, to be the agent of the Company with or without authority for that person to delegate all or any of that person’s powers. The directors may make that appointment:

 

  (a) by causing the Company to enter into a power of attorney or agreement; or
     
  (b) in any other manner they determine.

 

Power to appoint an attorney or authorised signatory of the Company

 

19.7 The directors may appoint any person, whether nominated directly or indirectly by the directors, to be the attorney or the authorised signatory of the Company. The appointment may be:

 

  (a) for any purpose;
     
  (b) with the powers, authorities and discretions;
     
  (c) for the period; and
     
  (d) subject to such conditions

 

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under these Articles. The directors may do so by power of attorney or any other manner they think fit.

 

19.8 Any power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised signatory as the directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

 

Power to appoint a proxy

 

19.9 Any director may appoint any other person, including another director, to represent him at any meeting of the directors. If a director appoints a proxy, then for all purposes the presence or vote of the proxy shall be deemed to be that of the appointing director.
   
19.10 Articles 17.1 to 17.4 inclusive (relating to the appointment by directors of alternate directors) apply, mutatis mutandis, to the appointment of proxies by directors.
   
19.11 A proxy is an agent of the director appointing him and is not an Officer.
   
20. Meetings of directors

 

Regulation of directors’ meetings

 

20.1 Subject to the provisions of these Articles, the directors may regulate their proceedings as they think fit.

 

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Calling meetings

 

20.2 Any director may call a meeting of directors at any time. The Secretary, if any, must call a meeting of the directors if requested to do so by a director.

 

Notice of meetings

 

20.3 Every director shall be given notice of a meeting, although a director may waive retrospectively the requirement to be given notice. Notice may be oral. Attendance at a meeting without written objection shall be deemed to be a waiver of such notice requirement.

 

Period of notice

 

20.4 At least five Clear Days’ notice of a meeting of directors must be given to directors. A meeting may be convened on shorter notice with the consent of all directors.

 

Use of technology

 

20.5 A director may participate in a meeting of directors through the medium of conference telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting.
   
20.6 A director participating in this way is deemed to be present in person at the meeting.

 

Place of meetings

 

20.7 If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

 

Quorum

 

20.8 The quorum for the transaction of business at a meeting of directors shall be two unless the directors fix some other number or unless the Company has only one director.

 

Voting

 

20.9 A question which arises at a board meeting shall be decided by a majority of votes. If votes are equal the chairman may, if he wishes, exercise a casting vote.

 

Validity

 

20.10 Anything done at a meeting of directors is unaffected by the fact that it is later discovered that any person was not properly appointed, or had ceased to be a director, or was otherwise not entitled to vote.

 

Recording of dissent

 

20.11 A director present at a meeting of directors shall be presumed to have assented to any action taken at that meeting unless:

 

  (a) his dissent is entered in the minutes of the meeting; or
     
  (b) he has filed with the meeting before it is concluded signed dissent from that action; or
     
  (c) he has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent.

 

A director who votes in favour of an action is not entitled to record his dissent to it.

 

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Written resolutions

 

20.12The directors may pass a resolution in writing without holding a meeting if all directors sign a document or sign several documents in the like form each signed by one or more of those directors.

 

20.13Despite the foregoing, a resolution in writing signed by a validly appointed alternate director or by a validly appointed proxy need not also be signed by the appointing director. If a written resolution is signed personally by the appointing director, it need not also be signed by his alternate or proxy.

 

20.14Such written resolution shall be as effective as if it had been passed at a meeting of the directors duly convened and held; and it shall be treated as having been passed on the day and at the time that the last director signs.

 

Sole director’s minute

 

20.15Where a sole director signs a minute recording his decision on a question, that record shall constitute the passing of a resolution in those terms.

 

21.Permissible directors’ interests and disclosure

 

Permissible interests subject to disclosure

 

21.1Save as expressly permitted by these Articles or as set out below, a director may not have a direct or indirect interest or duty which conflicts or may possibly conflict with the interests of the Company.

 

21.2If, notwithstanding the prohibition in the preceding Article, a director discloses to his fellow directors the nature and extent of any material interest or duty in accordance with the next Article, he may:

 

(a)be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise be interested; or

 

(b)be interested in another body corporate promoted by the Company or in which the Company is otherwise interested. In particular, the director may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise interested in, that other body corporate.

 

21.3Such disclosure may be made at a meeting of the board or otherwise (and, if otherwise, it must be made in writing). The director must disclose the nature and extent of his direct or indirect interest in or duty in relation to a transaction or arrangement or series of transactions or arrangements with the Company or in which the Company has any material interest.

 

21.4If a director has made disclosure in accordance with the preceding Article, then he shall not, by reason only of his office, be accountable to the Company for any benefit that he derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate, and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

 

Notification of interests

 

21.5For the purposes of the preceding Articles:

 

(a)a general notice that a director gives to the other directors that he is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that he has an interest in or duty in relation to any such transaction of the nature and extent so specified; and

 

(b)an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

 

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Voting where a director is interested in a matter

 

21.6A director may vote at a meeting of directors on any resolution concerning a matter in which that director has an interest or duty, whether directly or indirectly, so long as that director discloses any material interest pursuant to these Articles. The director shall be counted towards a quorum of those present at the meeting. If the director votes on the resolution, his vote shall be counted.

 

21.7Where proposals are under consideration concerning the appointment of two or more directors to offices or employment with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately and each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his or her own appointment.

 

22.Minutes

 

The Company shall cause minutes to be made in books kept for the purpose in accordance with the Law.

 

23.Accounts and audit

 

Accounting and other records

 

23.1The directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed in accordance with the requirements of the Law.

 

No automatic right of inspection

 

23.2Members are only entitled to inspect the Company’s records if they are expressly entitled to do so by law, or by resolution made by the directors or passed by Ordinary Resolution.

 

Sending of accounts and reports

 

23.3The Company’s accounts and associated directors’ report or auditor’s report that are required or permitted to be sent to any person pursuant to any law shall be treated as properly sent to that person if:

 

(a)they are sent to that person in accordance with the notice provisions: or

 

(b)they are published on a website providing that person is given separate notice of:

 

(i)the fact that publication of the documents has been published on the website;

 

(ii)the address of the website; and

 

(iii)the place on the website where the documents may be accessed; and

 

(iv)how they may be accessed.

 

23.4If, for any reason, a person notifies the Company that he is unable to access the website, the Company must, as soon as practicable, send the documents to that person by any other means permitted by these Articles. This, however, will not affect when that person is taken to have received the documents under the next Article.

 

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Time of receipt if documents are published on a website

 

23.5Documents sent by being published on a website in accordance with the preceding two Articles are only treated as sent at least five Clear Days before the date of the meeting at which they are to be laid if:

 

(a)the documents are published on the website throughout a period beginning at least five Clear Days before the date of the meeting and ending with the conclusion of the meeting; and

 

(b)the person is given at least five Clear Days’ notice of the hearing.

 

Validity despite accidental error in publication on website

 

23.6If, for the purpose of a meeting, documents are sent by being published on a website in accordance with the preceding Articles, the proceedings at that meeting are not invalidated merely because:

 

(a)those documents are, by accident, published in a different place on the website to the place notified; or

 

(b)they are published for part only of the period from the date of notification until the conclusion of that meeting.

 

Audit

 

23.7The directors may appoint an Auditor of the Company who shall hold office on such terms as the directors determine.

 

23.8Without prejudice to the freedom of the directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the Designated Stock Exchange, the directors shall establish and maintain an Audit Committee as a committee of the directors and shall adopt a formal written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules and regulations of the SEC and the Designated Stock Exchange. The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

 

23.9If the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest.

 

23.10The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).

 

23.11If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the directors shall fill the vacancy and determine the remuneration of such Auditor.

 

23.12Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the directors and other Officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.

 

23.13Auditors shall, if so required by the directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the directors or any general meeting of the Members.

 

23.14Any payment made to members of the Audit Committee (if one exists) shall require the review and approval of the directors, with any director interested in such payment abstaining from such review and approval.

 

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24.Financial year

 

Unless the directors otherwise specify, the financial year of the Company:

 

(a)shall end on 31st December in the year of its incorporation and each following year; and

 

(b)shall begin when it was incorporated and on 1st January each following year.

 

25.Record dates

 

Except to the extent of any conflicting rights attached to Shares, the directors may fix any time and date as the record date for:

 

(a)calling a general meeting;

 

(b)declaring or paying a dividend;

 

(c)making or issuing an allotment of Shares; or

 

(d)conducting any other business required pursuant to these Articles.

 

The record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.

 

26.Dividends

 

Declaration of dividends by directors

 

26.1The directors may from time to time declare dividends (including interim dividends) in accordance with the respective rights of the Members if it appears to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid.

 

26.2Subject to the provisions of the Law, in relation to the distinction between interim dividends and final dividends, the following applies:

 

(a)Upon determination to pay a dividend or dividends described as interim by the directors in the dividend resolution, no debt shall be created by the declaration until such time as payment is made.

 

(b)Upon declaration of a dividend or dividends described as final by the directors in the dividend resolution, a debt shall be created immediately following the declaration, the due date to be the date the dividend is stated to be payable in the resolution.

 

If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

 

26.3In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies:

 

(a)If the share capital is divided into different classes, the directors may pay dividends on Shares which confer deferred or non- preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears.

 

(b)The directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment.

 

(c)If the directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights.

 

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Apportionment of dividends

 

26.4Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on the Shares during the time or part of the time in respect of which the dividend is paid. If a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

 

Right of set off

 

26.5The directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person to the Company on a call or otherwise in relation to a Share.

 

Power to pay other than in cash

 

26.6If the directors so determine, any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation to the distribution, the directors may settle that difficulty in any way they consider appropriate. For example, they may do any one or more of the following:

 

(a)issue fractional Shares;

 

(b)fix the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust the rights of Members; and

 

(c)vest some assets in trustees.

 

How payments may be made

 

26.7A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:

 

(a)if the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose, by wire transfer to that bank account; or

 

(b)by cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share.

 

26.8For the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or in an Electronic Record and the bank account nominated may be the bank account of another person. For the purpose of paragraph (b) of the preceding Article, subject to any Applicable Law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good discharge to the Company.

 

26.9If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows:

 

(a)to the registered address of the Joint Holder of the Share who is named first on the Register of Members or to the registered address of the deceased or bankrupt holder, as the case may be; or

 

(b)to the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record.

 

26.10Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share.

 

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Dividends or other moneys not to bear interest in absence of special rights

 

26.11Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear interest.

 

Dividends unable to be paid or unclaimed

 

26.12If a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the directors may pay it into a separate account in the Company’s name. If a dividend is paid into a separate account, the Company shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to the Member.

 

26.13A dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease to remain owing by, the Company.

 

27.Capitalisation of profits

 

Capitalisation of profits or of any share premium account or capital redemption reserve

 

27.1The directors may resolve to capitalise:

 

(a)any part of the Company’s profits not required for paying any preferential dividend (whether or not those profits are available for distribution); or

 

(b)any sum standing to the credit of the Company’s share premium account or capital redemption reserve, if any.

 

The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:

 

(c)by paying up the amounts unpaid on that Member’s Shares;

 

(d)by issuing Fully Paid Shares, debentures or other securities of the Company to that Member or as that Member directs. The directors may resolve that any Shares issued to the Member in respect of partly paid Shares (Original Shares) rank for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain partly paid.

 

Applying an amount for the benefit of members

 

27.2The amount capitalised must be applied to the benefit of Members in the proportions to which the Members would have been entitled to dividends if the amount capitalised had been distributed as a dividend.

 

27.3Subject to the Law, if a fraction of a Share, a debenture, or other security is allocated to a Member, the directors may issue a fractional certificate to that Member or pay him the cash equivalent of the fraction.

 

28.Share premium account

 

Directors to maintain share premium account

 

28.1The directors shall establish a share premium account in accordance with the Law. They shall carry to the credit of that account from time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital contributed or such other amounts required by the Law.

 

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Debits to share premium account

 

28.2The following amounts shall be debited to any share premium account:

 

(a)on the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price; and

 

(b)any other amount paid out of a share premium account as permitted by the Law.

 

28.3Notwithstanding the preceding Article, on the redemption or purchase of a Share, the directors may pay the difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Law, out of capital.

 

29.Seal

 

Company seal

 

29.1The Company may have a seal if the directors so determine.

 

Duplicate seal

 

29.2Subject to the provisions of the Law, the Company may also have a duplicate seal or seals for use in any place or places outside the Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However, if the directors so determine, a duplicate seal shall have added on its face the name of the place where it is to be used.

 

When and how seal is to be used

 

29.3A seal may only be used by the authority of the directors. Unless the directors otherwise determine, a document to which a seal is affixed must be signed in one of the following ways:

 

(a)by a director (or his alternate) and the Secretary; or

 

(b)by a single director (or his alternate).

 

If no seal is adopted or used

 

29.4If the directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner:

 

(a)by a director (or his alternate) or any other Officer to which authority has been delegated by resolution duly adopted by the directors; or

 

(b)by a single director (or his alternate); or

 

(c)in any other manner permitted by the Law.

 

Power to allow non-manual signatures and facsimile printing of seal

 

29.5The directors may determine that either or both of the following applies:

 

(a)that the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction;

 

(b)that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.

 

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Validity of execution

 

29.6If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.

 

30.Indemnity

 

Indemnity

 

30.1To the extent permitted by Applicable Law, the Company shall indemnify each existing or former Secretary, director (including alternate director), and other Officer of the Company (including an investment adviser or an administrator or liquidator) and their personal representatives against:

 

(a)all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Secretary, director or other Officer in or about the conduct of the Company’s business or affairs or in the execution or discharge of the existing or former Secretary’s, director’s or other Officer’s duties, powers, authorities or discretions; and

 

(b)without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former Secretary, director or other Officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Islands or elsewhere.

 

No such existing or former Secretary director or other Officer, however, shall be indemnified in respect of any matter arising out of his own actual fraud, wilful default or wilful neglect.

 

30.2To the extent permitted by Applicable Law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Secretary, director (including alternate director) or other Officer of the Company in respect of any matter identified in paragraph (a) or paragraph (b) of the preceding Article on condition that the Secretary, director or other Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Secretary, director or other Officer for those legal costs.

 

Release

 

30.3To the extent permitted by Applicable Law, the Company may by Special Resolution release any existing or former Secretary, director (including alternate director) or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own actual fraud, wilful default or wilful neglect.

 

Insurance

 

30.4To the extent permitted by Applicable Law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the directors, other than liability arising out of that person’s own dishonesty:

 

(a)an existing or former Secretary, director (including alternate director) or other Officer or auditor of:

 

(i)the Company;

 

(ii)a company which is or was a subsidiary of the Company;

 

(iii)a company in which the Company has or had an interest (whether direct or indirect); and

 

(b)a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or was interested.

 

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31.Notices

 

Form of notices

 

31.1Save where these Articles provide otherwise, any notice to be given to or by any person pursuant to these Articles shall be:

 

(a)in writing signed by or on behalf of the giver in the manner set out below for written notices; or

 

(b)subject to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance with Articles about authentication of Electronic Records; or

 

(c)where these Articles expressly permit, by the Company by means of a website.

 

Electronic communications

 

31.2Without limitation to Articles 17.1 to 17.4 inclusive (relating to the appointment and removal by directors of alternate directors) and to Articles 19.9 to 19.11 inclusive (relating to the appointment by directors of proxies), notice may be given to the Company by Electronic Record.

 

31.3A notice may not be given by Electronic Record to a person other than the Company unless the recipient has notified the giver of an Electronic address to which notice may be sent.

 

Persons authorised to give notices

 

31.4A notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a director or company secretary of the Company or a Member.

 

Delivery of written notices

 

31.5Save where these Articles provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate) the Member’s or director’s registered address or the Company’s registered office, or posted to that registered address or registered office.

 

Joint holders

 

31.6Where Members are joint holders of a Share, all notices shall be given to the Member whose name first appears in the Register of Members.

 

Signatures

 

31.7A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its execution or adoption by the giver.

 

31.8An Electronic Record may be signed by an Electronic Signature.

 

Evidence of transmission

 

31.9A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of the transmission, and if no notification of failure to transmit is received by the giver.

 

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31.10A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.

 

Giving notice to a deceased or bankrupt Member

 

31.11A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

 

31.12Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

 

Date of giving notices

 

31.13A notice is given on the date identified in the following table.

 

Method for giving notices   When taken to be given
     
Personally   At the time and date of delivery
     
By leaving it at the member’s registered address   At the time and date it was left
     
If the recipient has an address within the Islands, by posting it by prepaid post to the street or postal address of that recipient   48 hours after it was posted
     
If the recipient has an address outside the Islands, by posting it by prepaid airmail to the street or postal address of that recipient   3 Clear Days after posting
     
By Electronic Record (other than publication on a website), to recipient’s Electronic address   Within 24 hours after it was sent
     
By publication on a website   See these Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website

 

Saving provision

 

31.14None of the preceding notice provisions shall derogate from these Articles about the delivery of written resolutions of directors and written resolutions of Members.

 

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32.Authentication of Electronic Records

 

Application of Articles

 

32.1Without limitation to any other provision of these Articles, any notice, written resolution or other document under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a director or other Officer of the Company, shall be deemed to be authentic if either Article 32.2 or Article 32.4 applies.

 

Authentication of documents sent by Members by Electronic means

 

32.2An Electronic Record of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied:

 

(a)the Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by one or more of those Members; and

 

(b)the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and

 

(c)Article 32.7 does not apply.

 

32.3For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that Member unless Article 32.7 applies.

 

Authentication of document sent by the Secretary, Directors or Other Officers of the Company by Electronic means

 

32.4An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary, a director or directors or any other Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied:

 

(a)the Secretary, director or other Officer, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by the Secretary or one or more other Officers or directors; and

 

(b)the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary, director or other Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and

 

(c)Article 32.7 does not apply.

 

This Article applies whether the document is sent by or on behalf of the Secretary, director or other Officer in his or her own right or as a representative of the Company.

 

32.5For example, where a sole director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the written resolution of that director unless Article 32.7 applies.

 

Manner of signing

 

32.6For the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed manually or in any other manner permitted by these Articles.

 

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Saving provision

 

32.7A notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably:

 

(a)believes that the signature of the signatory has been altered after the signatory had signed the original document; or

 

(b)believes that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed the original document; or

 

(c)otherwise doubts the authenticity of the Electronic Record of the document

 

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

 

33.Transfer by way of continuation

 

33.1The Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction outside:

 

(a)the Islands; or

 

(b)such other jurisdiction in which it is, for the time being, incorporated, registered or existing.

 

33.2To give effect to any resolution made pursuant to the preceding Article, the directors may cause the following:

 

(a)an application be made to the Registrar of Companies to deregister the Company in the Islands or in the other jurisdiction in which it is for the time being incorporated, registered or existing; and

 

(b)all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

 

34.Winding up

 

Distribution of assets in specie

 

34.1If the Company is wound up, the Members may, subject to these Articles and any other sanction required by the Law, pass a Special Resolution allowing the liquidator to do either or both of the following:

 

(a)to divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose, to value any assets and to determine how the division shall be carried out as between the Members or different classes of Members;

 

(b)to vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up.

 

No obligation to accept liability

 

34.2No Member shall be compelled to accept any assets if an obligation attaches to them.

 

The directors are authorised to present a winding up petition

 

34.3The directors have the authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution passed at a general meeting.

 

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35.Amendment of Memorandum and Articles

 

Power to change name or amend Memorandum

 

35.1Subject to the Law, the Company may, by Special Resolution:

 

(a)change its name; or

 

(b)change the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum.

 

Power to amend these Articles

 

35.2Subject to the Law and as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part.

 

36.Mergers and Consolidations

 

The Company shall have the power to merge or consolidate with one or more constituent companies (as defined in the Law) upon such terms as the directors may determine and (to the extent required by the Law) with the approval of a Special Resolution.

 

37.Certain Tax Filings

 

37.1Each Tax Filing Authorised Person and any such other person, acting alone, as any director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any director of the Company or any other Officer. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of these Articles.

 

38.Business Opportunities

 

38.1To the fullest extent permitted by Applicable Law, individuals serving as directors or other Officers (Management) shall have no duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for either such a member of Management, on the one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable Law, such members of Management shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, director and/or other Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company, unless such opportunity is expressly offered to such member of Management solely in their capacity as such and the opportunity is one the Company is permitted to complete on a reasonable basis.

 

38.2Except as provided elsewhere in these Articles, the Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and any individual serving as a member of Management, about which a director and/or other Officer of the Company who is also a member of Management acquires knowledge.

 

38.3To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.

 

42

 

 

Annex D

 

Form of Logistic Properties of the Americas Equity Incentive Plan

 

 
 

 

Annex E

 

 

August 15, 2023 File Reference: 34-36-63757

 

Board of Directors of two

195 US Highway 50, Suite 208

Zephyr Cove, NV 89448

 

To the Board of Directors:

 

Marshall & Stevens Transaction Advisory Services LLC (referred to herein as “Marshall & Stevens” or “we,” “us,” or “our”) has been engaged by two (the “Company”) for the benefit of and to advise the board of directors (the “Board”) in connection with the consideration by the Board of a possible acquisition of LatAm Logistic Properties S.A. and its subsidiaries (“LatAm” or the “Acquired Business”) in accordance with the terms of the proposed Business Combination Agreement by and among two, LLP and certain other parties and dated August 15, 2023 (the “BCA”). We have been engaged to perform an analysis as to the fairness, from a financial point of view, to two and, through their ownership in two, two’s Class A stockholders of the purchase price (the “Purchase Price”) to be paid for the Acquired Business as set forth in our Engagement Letter dated July 11, 2023 and the accompanying (and by this reference incorporated herein) General Contractual Conditions therein (collectively, the “Agreement”). This letter shall serve as our opinion (the “Opinion”) as to the fairness, from a financial point of view, of the purchase price to be paid by the Company for the Acquired Business as referenced in and governed by that Agreement.

 

We are advised, and have relied upon such advice with your approval, that the Transaction will be consummated as set forth in the BCA. We understand that the Transaction is expected to close (the “Closing”) by the end of 2023, unless extended pursuant to the terms of the BCA (the “Transaction Date”). We are further advised, and have relied upon such advice with your approval, that the Transaction consists of a business combination between the Company and LatAm and pursuant to which the Company, in effect, will acquire LatAm for consideration of up to two Hundred and Eighty Six thousand newly issued shares (the “Transaction Shares”) of common stock of the surviving public company (“Pubco”) to be issued at the Closing valued at $10.00 per share as specified in the BCA. All of the remaining shares of Pubco (again valued at $10.00 per share), will be issued to the shareholders of the Company. All outstanding equity securities, including all outstanding options, restricted stock units, warrants, and convertible debt securities, of LatAm will be converted or retired.

 

Based on the fact that the Company is only recently formed, has no operating history, has no assets other than cash and its rights under the letter of intent dated June 4, 2023 (the “LOI”), and that its securities are thinly traded, we have assumed, with your approval, that the fair value of each of the shares of Common Stock to be issued in the Transaction is $10.00 per share, an amount approximately equal to the anticipated redemption price of the Company’s shares. and we have not performed any separate analysis regarding the fair value of the Transaction Shares.

 

350 Fifth Avenue, Suite 4100, New York, NY 10118

212.425.4300 · 212.344.9731 fax · www.marshall-stevens.com

 

Chicago Los Angeles New York Tampa

 

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Board of Directors of two

August 15, 2023

Page 2

 

We understand that in connection with the Transaction, certain employees of LatAm may enter into employment agreements with the surviving entity, and that certain equity of the Company may be reserved for issuance pursuant to stock bonus or incentive arrangements. Our Opinion does not address the fairness of such employment agreements or stock bonus or incentive arrangements. We further understand that in connection with the Transaction, the Company may make commitments with respect to the future financing or funding of LatAm. Our Opinion assigns no value to such future financing or funding commitments or obligations. In addition, we understand that the Transaction contemplates certain changes in the rights, privileges, and preferences of the holders of the Company’s shares and certain changes in the composition of the Company’s management and board of directors. We have done no analysis of and express no opinion as to the fairness of such changes in rights, privileges, and preferences and/or in the changes to the composition of the Company’s management and board of directors. Likewise, our Opinion does not address the fairness of any allocation of costs and expenses with respect to the Transaction, any use of the assets held by the Company in its trust account, or the amount of any transaction bonuses.

 

We note that the BCA includes various provisions related to transactions involving the “Sponsor” which include provisions relating to actions to be taken by the Sponsor (the “Sponsor Transactions”). We have not been engaged to express any opinion as to the fairness to any person or persons of such actions and, accordingly, express no opinion with respect thereto.

 

We have been asked to advise the Board to the fairness, from a financial point of view, of the Purchase Price to be paid by the Company in the Transaction in the form of issuance of common stock of the surviving corporation to the shareholders of LatAm. We have been asked to assume $10.00 for the common stock of the Company and Pubco. We have not been asked to render any opinion with respect to the fairness of the Purchase Price to or for the benefit of any other person or entity besides the Board, and we specifically express no such opinion. We have not been engaged to serve as the financial advisor to the Board; we were not involved in the negotiation or structuring of the Transaction or the negotiation or structuring of the LOI or the BCA; we have not been involved in the raising of any funding for or with respect to, or associated with the Company and/or the Transaction or provided any advices with respect to such funding; and we have not been asked to consider any non-financial elements of the Transaction or any other alternatives that might be available to the Board or the Company. We have not been engaged to provide and, accordingly, have not provided, any legal, accounting, brokerage or underwriting services for the Company or the Board or any other person or entity.

 

With your consent, in establishing fair value, we have solely considered the equity value of the Acquired Company as of a valuation date of July 31, 2023 and prior to the Transaction and have not taken into consideration any possible consequences of the Transaction (either positive or negative). We have, with your consent, not considered the dilution effects of the issuance of common stock on equity holders of the Company. Our services in rendering this opinion have been in our capacity as an independent valuation consultant and not as a fiduciary to the Board, the Company, the shareholders of the Company, the shareholders of the Acquired Company, or any other person or entity.

 

 

E-2
 

 

Board of Directors of two

August 15, 2023

Page 3

 

In connection with this opinion, we have made such reviews, analysis, and inquiry as we, in the exercise of our professional judgment, have deemed necessary and appropriate under the circumstances. We have considered, among other things, the following information:

 

  Conducted management interviews with LatAm management. Topics addressed included, but were not limited to, transaction overview, business operations, product and service lines, financial results, projections, economic conditions and industry trends, market competitors, customer composition and various other topics related to business operations.
     
  LatAm’s historical financial statements for the years ended December 31, 2019 through December 31, 2022, and for the twelve month period ended June 30, 2023;
     
  Projections for LatAm for the fiscal years ending December 31, 2023 and 2024;
     
  The LOI;
     
  The BCA dated August 15, 2023;
     
  Investor presentations;
     
  Industry research reports;
     
  Third-party industry and economic research, including, but not limited to, IBISWorld, Capital IQ, Guide to Cost of Capital published by Duff & Phelps LLC; and
     
  Other information, studies, and analyses as we deemed appropriate.

 

With your consent, we have i) relied upon the accuracy and completeness of the financial and supplemental information (a) provided by or on behalf of the Board, the Company and/or LatAm or (b) which we have otherwise obtained from public sources or from private sources and which we believe, in the exercise of our professional judgment to be reasonably dependable, ii) not assumed responsibility for independent verification of such information, and iii) not conducted any independent valuation or appraisal of any specific assets of the Company or LatAm or any appraisal or estimate of any specific liabilities of the Company or LatAm. With respect to the relating to LatAm, we have assumed, with your consent, that such projections have been reasonably prepared on the basis of and reflect the best currently available estimates and judgments of the management of LatAm as to the future financial performance of that company and that management of the surviving corporation will be able to execute on the business plan underlying such projections and/or financial forecasts. With your consent, we assume no responsibility for, and express no view as to, such projections and/or financial forecasts or the assumptions on which they are based. Our Opinion assumes that there are no contingent or off-balance sheet assets or liabilities for the Company or LatAm.

 

Our opinion is based upon economic, market and other conditions as they exist and can reasonably be evaluated on the date hereof and does not address the fairness of the Purchase Price as of any other date. In rendering our Opinion, we have assumed that the factual circumstances, agreements, and terms, as they existed at the date of the Opinion, will remain substantially unchanged through the time the Transaction is completed. It is understood that financial markets are subject to volatility, and our opinion does not purport to address potential developments in applicable financial markets.

 

 

E-3
 

 

Board of Directors of two

August 15, 2023

Page 4

 

Our Opinion expressed herein has been prepared for the Board in connection with its consideration of the Transaction and may not be relied upon by any other person or entity or for any other purpose. Our Opinion does not constitute a recommendation to the Board or the shareholders of Company, the shareholders of LatAm or any other person or entity as to any action the Board, the shareholders of Company, the shareholders of LatAm or any other person or entity should take in connection with the Transaction or any aspect thereof. Our opinion does not address the merits of the Transaction or the underlying decision by the Board to engage in the Transaction or the relative merits of any alternatives that may be available to the Company. This Opinion addresses only the Purchase Price and does not address any other aspect of the Transaction. By way of example, our Opinion does not represent any advice as to the fairness of any matters of management compensation or of any fees paid or expenses incurred, any future funding or fund raising commitments, any Sponsor Transactions, or any changes in the rights, privileges and preferences of the holders of the Company’s shares or in the composition of the Company’s management and board of directors. Furthermore, our Opinion is not to be construed or deemed to be a solvency opinion or provide any advice as to legal, accounting or tax matters. This Opinion may not be reproduced, disseminated, quoted, or referred to at any time without our prior written consent.

 

Therefore, subject to the foregoing, it is our opinion that, as of the date hereof, the Purchase Price to be paid by the Company to LatAm in the Transaction in the form of the issuance of the common shares of Pubco to the equity holders of LatAm as provided in the BCA is fair to two and, through their ownership in two, two’s Class A stockholders, from a financial point of view.

 

Very truly yours,

 

 

Marshall & Stevens Transaction Advisory Services, LLC

File No. 34-36-63757

 

 

E-4
 

 

Annex F

 

Preliminary Form of Proxy for Extraordinary General Meeting of Shareholders

 

 
 

 

Up To 38,959,388 Ordinary Shares

 

 

 

LOGISTIC PROPERTIES OF THE AMERICAS

 

 

 

 

 

PRELIMINARY PROSPECTUS

 

 

 

 

 

Until                 , 2023 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

We have not authorized anyone to provide you with information different from that contained in this prospectus. We are not making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

 

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

 

 
 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 20. Indemnification of Directors and Officers.

 

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect or the consequences of committing a crime. TWOA’s Current Charter provides for indemnification of TWOA’s officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

 

TWOA has entered into agreements with TWOA’s officers and directors to provide contractual indemnification in addition to the indemnification provided for in TWOA’s amended and restated memorandum and articles of association. TWOA has purchased a policy of directors’ and officers’ liability insurance that insures TWOA’s officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against TWOA’s obligations to indemnify TWOA’s officers and directors.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, TWOA has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 21. Exhibits and Financial Statement Schedules.

 

(a) Exhibits

 

The following exhibits are filed as part of this Registration Statement:

 

Exhibit No.   Description
2.1+   Business Combination Agreement, dated as of August 15, 2023, by and among two, LatAm Logistic Properties S.A., and, by a joinder agreement, each of Logistic Properties of the Americas and Logistic Properties of the Americas Subco (included as Annex A to the proxy statement/prospectus).
2.2*   Form of Plan of Merger by and between two and Logistic Properties of the Americas Subco (included as Annex B to the proxy statement/prospectus).
2.3**   Form of Merger Agreement by and between LatAm Logistic Properties S.A. and [   ].
3.1*   Memorandum and Articles of Association of Logistic Properties of the Americas.
3.2   Amended and Restated Memorandum and Articles of Association of two (incorporated by reference to Exhibit 3.1 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2021).
3.3   Amendment to the Amended and Restated Memorandum and Articles of Association of two (incorporated by reference to Exhibit 3.1 to two’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 15, 2023).
3.4*   Form of Proposed Amended and Restated Memorandum and Articles of Association of Logistic Properties of the Americas, to become effective upon the Business Combination (included as Annex C to the proxy statement/prospectus).
4.1   Specimen Class A Ordinary Share Certificate of two (incorporated by reference to Exhibit 4.1 to two’s Registration Statement on Form S-1 (File No. 333-253802), filed with the Securities and Exchange Commission on March 17, 2021).
4.2**   Specimen Pubco Ordinary Share Certificate.
4.3**   Form of Logistic Properties of the Americas Equity Incentive Plan (included as Annex D to the proxy statement/prospectus).
5.1**   Opinion of Ogier (Cayman) LLP.
8.1**   Tax opinion of Ellenoff Grossman & Schole LLP.
10.1   Letter Agreement, dated March 29, 2021, among two, two sponsor and each of the executive officers and directors of two (incorporated by reference to Exhibit 10.1 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2021).
10.2   Investment Management Trust Agreement, dated March 29, 2021, between two and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2021).

 

II-1
 

 

Exhibit No.   Description
10.3   Registration Rights Agreement, dated March 29, 2021, among two, two sponsor and certain shareholders (incorporated by reference to Exhibit 10.3 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2021).
10.4   Form of Indemnity Agreement of two (incorporated by reference to Exhibit 10.4 to two’s Registration Statement on Form S-1(File No. 333-253802), filed with the Securities and Exchange Commission on March 17, 2021).
10.5   Private Placement Shares Purchase Agreement, dated March 29, 2021, between two and the two sponsor (incorporated by reference to Exhibit 10.4 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2021).
10.6   Administrative Services Agreement, dated March 29, 2021, between two and two sponsor (incorporated by reference to Exhibit 10.5 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2021).
10.7   Voting Agreement, dated August 15, 2023, by and among two, LatAm Logistic Properties S.A., and JREP I Logistics Acquisition, L.P. (incorporated by reference to Exhibit 10.1 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2023).
10.8   Lock-Up Agreement, dated August 15, 2023, by and among two, JREP I Logistics Acquisition, L.P., and, by a joinder agreement, Logistic Properties of the Americas (incorporated by reference to Exhibit 10.2 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2023).
10.9   Amendment to Letter Agreement made and entered into as of August 15, 2023, by and among two, HC PropTech Partners III, LLC, two sponsor, and each of the shareholders of two listed on the signature pages thereto, and, by a joinder agreement, Logistic Properties of the Americas (incorporated by reference to Exhibit 10.3 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2023).
10.10   Sponsor Letter Agreement, dated August 15, 2023, by and among HC PropTech Partners III, LLC, LatAm Logistic Properties S.A., and, by a joinder agreement, Logistic Properties of the Americas (incorporated by reference to Exhibit 10.4 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2023).
10.11   Form of Non-Redemption Agreement, by and between two and two sponsor (incorporated by reference to Exhibit 10.1 to two’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 27, 2023).
10.12   Promissory Note, dated as of August 7, 2023, issued by two to HC PropTech Partners III, LLC (incorporated by reference to Exhibit 10.5 to two’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 13, 2023).
10.13*   Loan Agreement, dated April 28, 2023, by and between Banco Nacional de Costa Rica and LatAm Logistic CR Propco Alajuela 1 S.R.L.
10.14*   Loan Agreement, dated April 28, 2023, by and between Banco Nacional de Costa Rica and LatAm Propco El Coyol Dos S.R.L.
10.15*   Loan Agreement, dated April 28, 2023, by and between Banco Nacional de Costa Rica and LatAm Propco Bodegas San Joaquín S.R.L.
10.16*   Loan Agreement, dated April 27, 2023, by and between Banco Nacional de Costa Rica and LatAm Propco Bodegas Los Llanos S.R.L.
10.17*   Loan Agreement, dated November 1, 2023, by and between Banco Davivienda and LatAm Propco Cedis Rurales Costa Rica S.R.L.
10.18*   Waiver Letter, dated February 17, 2023, by and between Banco Davivienda and LatAm Logistic CR Propco Alajuela 1 S.R.L.
10.19*   Specific Credit Agreement dated June 7, 2021, by and between Banco BAC San José S.A. and 3102784433 S.R.L.
10.20*   Addendum No. 1 to the Specific Credit Agreement dated June 7, 2021, by and among Banco BAC San José, S.A., 3-102-784433, S.R.L., LatAm Logistic Pan Holdco Verbena I, S. DE R.L. and Hacienda La Verbena S.A.
10.21*   Loan Agreement, dated as of May 31, 2017, by and between LatAm Logistic Per PropCo Lurin I S.R.L. and International Finance Corporation.
10.22*   Amended and Restated Loan Agreement, dated as of June 18, 2019, by and between LatAm Logistic Per Propco Lurin I S.R.L. and International Finance Corporation.
10.23*   Amendment Letter to the Amended and Restated Loan Agreement, dated July 2, 2020, by and between LatAm Logistic Per Propco Lurin I S.R.L. and International Finance Corporation.
10.24*   Amendment Letter to the Amended and Restated Loan Agreement, dated March 14, 2022, by and between LatAm Logistic Per Propco Lurin I S.R.L. and International Finance Corporation.
10.25*   Amendment Letter to the Amended and Restated Loan Agreement, dated October 16, 2023, by and between LatAm Logistic Per Propco Lurin I S.R.L. and International Finance Corporation.
10.26*   Amendment Letter to the Loan Agreement, dated June 30, 2023, by and between LatAm Logistic PER PropCo Lurin I S.R.L. and International Finance Corporation.
10.27*   Leasing Agreement Number: 257617, dated January 22, 2021 by and between Bancolombia S.A and LatAm Logistic Col Propco Cota 1 S.A.S.
10.28*   Amendment No. 01 to Leasing Agreement No. 257617 dated June 10, 2021 by and between Bancolombia S.A and LatAm Logistic Col Propco Cota 1 S.A.S.
10.29*   Financial Lease Agreement Leasing No.: 235195 dated November 8, 2019 by and between Bancolombia S.A and LatAm Logistic Col Propco Cota 1 S.A.S.
10.30*   Addendum No. 1 to Financial Leasing Agreement No. 235195, dated February 18, 2020 by and between Bancolombia S.A. and LatAm Logistic Col Propco Cota 1 S.A.S.
10.31*   Addendum No. 2 to Financial Leasing Agreement No. 235195, dated November 3, 2020 by and between Bancolombia S.A and LatAm Logistic Col Propco Cota 1 S.A.S.
10.32*   Amendment No. 3 to Financial Lease Agreement Leasing No. 235195, dated January 11, 2022. By and between Bancolombia S.A and LatAm Logistic Col Propco Cota 1 S.A.S.
10.33*   Response to Waiver Request for Leasing Agreements 235195 and 257617, dated September 25, 2023, by and between Bancolombia S.A and LatAm Logistic Col Propco Cota 1 S.A.S.

 

II-2
 

 

Exhibit
No.
  Description
21**   List of Subsidiaries of the Registrant.
23.1*   Consent of WithumSmith+Brown, PC.
23.2*   Consent of Deloitte & Touche, S.A.
23.3**   Consent of Ellenoff Grossman and Schole LLP (included as part of Exhibit 8.1).
23.4**   Consent of Ogier (Cayman) LLP (included as part of Exhibit 5.1).
23.5*   Consent of Marshall & Stevens.
24.1*   Power of Attorney (contained on the signature page to this registration statement).
99.1**   Preliminary Proxy Card.
101.INS*   Inline XBRL Instance Document
101.SCH*   Inline XBRL Taxonomy Extension Schema Document
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
107*   Calculation of Filing Fees Table

 

+ Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). Logistic Properties of the Americas agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

 

* Filed herewith.

 

** To be filed by amendment.

 

(b) Financial Statement Schedules

 

See page F-1 for an index of the financial statements and page F-132 for the financial statement schedules included in this registration statement on Form F-4.

 

II-3
 

 

Item 22. Undertakings

 

The undersigned registrant hereby undertakes as follows:

 

(a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(5) That, for the purpose of determining any liability under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(6) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

 

II-4
 

 

(7) That every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(8) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

(b) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

 

(c) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

 

II-5
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San José, Costa Rica, on December 8, 2023.

 

  Logistic Properties of the Americas
     
  By: /s/ Esteban Saldarriaga
  Name: Esteban Saldarriaga
  Title: Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Esteban Saldarriaga as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form F-4, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ Esteban Saldarriaga   Chief Executive Officer   December 8, 2023
Esteban Saldarriaga   (Principal Executive Officer)    
         
/s/ Annette Fernandez   Chief Financial Officer   December 8, 2023
Annette Fernandez   (Principal Financial and Accounting Officer)    
         
/s/ José Ramón Ramirez   Director   December 8, 2023
José Ramón Ramirez        

 

II-6

 

 

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Logistic Properties of the Americas, has signed this registration statement on December 8, 2023.

 

  By: /s/ Thomas McDonald
  Name: Thomas McDonald
  Title: Authorized Representative

 

II-7

 

EX-3.1 2 ex3-1.htm

 

Exhibit 3.1

 

 

Dated 9 October 2023

 

Companies Act (Revised)

 

Company Limited by Shares

 

 

Logistic Properties of the Americas

 

 

 

memorandum of association

 

 

 

 

Auth Code: A54658955270
www.verify.gov.ky

 

 

 

Companies Act (Revised)

 

Company Limited by Shares

 

Memorandum of Association

 

of

 

Logistic Properties of the Americas

 

1The name of the Company is Logistic Properties of the Americas.

 

2The Company’s registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide.

 

3The Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.

 

4The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit.

 

5Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely:

 

(a)the business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (Revised); or

 

(b)insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Act (Revised); or

 

(c)the business of company management without being licensed in that behalf under the Companies Management Act (Revised).

 

6Unless licensed to do so, the Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.

 

7The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member’s shares.

 

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8The share capital of the Company is USD50,000 divided into 450,000,000 Ordinary Shares of par value USD0.0001 each, and 50,000,000 Preference Shares of par value USD0.0001 each. However, subject to the Companies Act (Revised) and the Company’s articles of association, the Company has power to do any one or more of the following:

 

(a)to redeem or repurchase any of its shares; and

 

(b)to increase or reduce its capital; and

 

(c)to issue any part of its capital (whether original, redeemed, increased or reduced):

 

(i)with or without any preferential, deferred, qualified or special rights, privileges or conditions; or

 

(ii)subject to any limitations or restrictions

 

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

 

(d)to alter any of those rights, privileges, conditions, limitations or restrictions.

 

9The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

 

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We, the subscriber to this memorandum of association, wish to be formed into a company pursuant to this memorandum; and we agree to take the number of shares in the capital of the Company shown opposite our name in the table below.

 

Dated 09 October 2023

 

Name and address of Subscriber   Number of shares taken   Signature
Ogier Global Subscriber (Cayman) Limited   10,000 Ordinary Shares      

89 Nexus Way

Camana Bay

Grand Cayman, KY1-9009

Cayman Islands

      per:
        Name: Ben Gillooly
        Authorised Signatory

 

Witness to above signature    
   
 
   
  Name: Richard Christian
   
 

Ogier Global (Cayman) Limited

89 Nexus Way

Camana Bay

  Grand Cayman, KY1-9009
  Cayman Islands
   
  Occupation: Administrator

 

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Dated 09 October 2023

 

Companies Act (Revised)

 

Company Limited by Shares

 

Logistic Properties of the Americas    

 

 

 

ARTICLES of association  

 

 

 

 

Auth Code: C73110232793
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CONTENTS

 

1 Definitions, interpretation and exclusion of Table A 1
Definitions 1
Interpretation 3
Exclusion of Table A Articles 4
   
2 Shares 4
Power to issue Shares and options, with or without special rights 4
Power to issue fractions of a Share 4
Power to pay commissions and brokerage fees 4
Trusts not recognised 5
Power to vary class rights 5
Effect of new Share issue on existing class rights 5
Capital contributions without issue of further Shares 6
No bearer Shares or warrants 6
Treasury Shares 6
Rights attaching to Treasury Shares and related matters 6
   
3 Share certificates 7
Issue of share certificates 7
Renewal of lost or damaged share certificates 7
   
4 Lien on Shares 8
Nature and scope of lien 8
Company may sell Shares to satisfy lien 8
Authority to execute instrument of transfer 8
Consequences of sale of Shares to satisfy lien 9
Application of proceeds of sale 9
     
5 Calls on Shares and forfeiture 9
Power to make calls and effect of calls 9
Time when call made 10
Liability of joint holders 10
Interest on unpaid calls 10
Deemed calls 10
Power to accept early payment 10
Power to make different arrangements at time of issue of Shares 11
Notice of default 11
Forfeiture or surrender of Shares 11
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender 11
Effect of forfeiture or surrender on former Member 12
Evidence of forfeiture or surrender 12
Sale of forfeited or surrendered Shares 12

 

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6 Transfer of Shares 13
Form of transfer 13
Power to refuse registration 13
Notice of refusal to register 13
Power to suspend registration 13
Fee, if any, payable for registration 13
Company may retain instrument of transfer 13
     
7 Transmission of Shares 13
Persons entitled on death of a Member 13
Registration of transfer of a Share following death or bankruptcy 14
Indemnity 14
Rights of person entitled to a Share following death or bankruptcy 14
   
8 Alteration of capital 15
Increasing, consolidating, converting, dividing and cancelling share capital 15
Dealing with fractions resulting from consolidation of Shares 15
Reducing share capital 16
   
9 Redemption and purchase of own Shares 16
Power to issue redeemable Shares and to purchase own Shares 16
Repurchase of subscriber Share 16
Power to pay for redemption or purchase in cash or in specie 17
Effect of redemption or purchase of a Share 17
   
10 Meetings of Members 17
Power to call meetings 17
Content of notice 18
Period of notice 18
Persons entitled to receive notice 19
Publication of notice on a website 19
Time a website notice is deemed to be given 19
Required duration of publication on a website 19
Accidental omission to give notice or non-receipt of notice 19
     
11 Proceedings at meetings of Members 20
Quorum 20
Lack of quorum 20
Use of technology 20
Chairman 21
Right of a director to attend and speak 21
Adjournment 21
Method of voting 21
Outcome of vote by show of hands 21
Withdrawal of demand for a poll 22
Taking of a poll 22
Chairman’s casting vote 22
Amendments to resolutions 22
Written resolutions 23
Sole-member company 24

 

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12 Voting rights of Members 24
Right to vote 24
Rights of joint holders 24
Representation of corporate Members 24
Member with mental disorder 25
Objections to admissibility of votes 25
Form of proxy 25
How and when proxy is to be delivered 26
Voting by proxy 27
     
13 Number of directors 27
     
14 Appointment, disqualification and removal of directors 27
First directors 27
No age limit 27
Corporate directors 27
No shareholding qualification 28
Appointment of directors 28
Removal of directors 28
Resignation of directors 29
Termination of the office of director 29
   
15 Alternate directors 29
Appointment and removal 29
Notices 30
Rights of alternate director 30
Appointment ceases when the appointor ceases to be a director 31
Status of alternate director 31
Status of the director making the appointment 31
   
16 Powers of directors 31
Powers of directors 31
Appointments to office 32
Remuneration 32
Disclosure of information 33
     
17 Delegation of powers 33
Power to delegate any of the directors’ powers to a committee 33
Power to appoint an agent of the Company 34
Power to appoint an attorney or authorised signatory of the Company 34
Power to appoint a proxy 34

 

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18 Meetings of directors 35
Regulation of directors’ meetings 35
Calling meetings 35
Notice of meetings 35
Period of notice 35
Use of technology 35
Place of meetings 35
Quorum 35
Voting 35
Validity 36
Recording of dissent 36
Written resolutions 36
Sole director’s minute 36
   
19 Permissible directors’ interests and disclosure 37
Permissible interests subject to disclosure 37
Notification of interests 37
Voting where a director is interested in a matter 38
     
20 Minutes 38
     
21 Accounts and audit 38
Accounting and other records 38
No automatic right of inspection 38
Sending of accounts and reports 38
Time of receipt if documents are published on a website 39
Validity despite accidental error in publication on website 39
When accounts are to be audited 39
   
22 Financial year 40
     
23 Record dates 40
     
24 Dividends 40
Declaration of dividends by Members 40
Payment of interim dividends and declaration of final dividends by directors 40
Apportionment of dividends 41
Right of set off 41
Power to pay other than in cash 41
How payments may be made 42
Dividends or other moneys not to bear interest in absence of special rights 42
Dividends unable to be paid or unclaimed 42
   
25 Capitalisation of profits 43
Capitalisation of profits or of any share premium account or capital redemption reserve 43
Applying an amount for the benefit of members 43

 

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26 Share premium account 44
Directors to maintain share premium account 44
Debits to share premium account 44
   
27 Seal 44
Company seal 44
Duplicate seal 44
When and how seal is to be used 44
If no seal is adopted or used 45
Power to allow non-manual signatures and facsimile printing of seal 45
Validity of execution 45
     
28 Indemnity 45
Indemnity 45
Release 46
Insurance 46
   
29 Notices 47
Form of notices 47
Electronic communications 47
Persons authorised to give notices 47
Delivery of written notices 48
Joint holders 48
Signatures 48
Evidence of transmission 48
Giving notice to a deceased or bankrupt Member 48
Date of giving notices 49
Saving provision 49
   
30 Authentication of Electronic Records 49
Application of Articles 49
Authentication of documents sent by Members by Electronic means 50
Authentication of document sent by the Secretary or Officers of the Company by Electronic means 50
Manner of signing 51
Saving provision 51
   
31 Transfer by way of continuation 51
     
32 Winding up 52
Distribution of assets in specie 52
No obligation to accept liability 52
The directors are authorised to present a winding up petition 52
   
33 Amendment of Memorandum and Articles 52
Power to change name or amend Memorandum 52
Power to amend these Articles 53

 

Auth Code: C73110232793
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Companies Act (Revised)

 

Company Limited by Shares

 

Articles of Association

 

of

 

Logistic Properties of the Americas

 

1Definitions, interpretation and exclusion of Table A

 

Definitions

 

1.1In these Articles, the following definitions apply:

 

Act means the Companies Act (Revised).

 

Articles means, as appropriate:

 

(a)these Articles of Association as amended from time to time: or
   
(b)two or more particular Articles of these Articles;

 

and Article refers to a particular Article of these Articles.

 

Business Day means a day other than a public holiday in the place where the Company’s registered office is located, a Saturday or a Sunday.

 

Clear Days, in relation to a period of notice, means that period excluding:

 

(a)the day when the notice is given or deemed to be given; and

 

(b)the day for which it is given or on which it is to take effect.

 

Company means the above-named company.

 

Default Rate means 10% (ten per cent) per annum.

 

Electronic has the meaning given to that term in the Electronic Transactions Act (Revised).

 

Electronic Record has the meaning given to that term in the Electronic Transactions Act (Revised).

 

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Electronic Signature has the meaning given to that term in the Electronic Transactions Act (Revised).

 

Fully Paid and Paid Up:

 

(a)in relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that Share, has been fully paid or credited as paid in money or money’s worth;

 

(b)in relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in money or money’s worth.

 

Islands means the British Overseas Territory of the Cayman Islands.

 

Member means any person or persons entered on the register of members from time to time as the holder of a Share.

 

Memorandum means the Memorandum of Association of the Company as amended from time to time.

 

Officer means a person appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator, but does not include the Secretary.

 

Ordinary Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote. The expression also includes a unanimous written resolution.

 

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

 

Share means a share in the share capital of the Company; and the expression:

 

(a)includes stock (except where a distinction between shares and stock is expressed or implied); and

 

(b)where the context permits, also includes a fraction of a share.

 

Special Resolution has the meaning given to that term in the Act; and the expression includes a unanimous written resolution.

 

Treasury Shares means Shares of the Company held in treasury pursuant to the Act and Article 2.12.

 

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Interpretation

 

1.2In the interpretation of these Articles, the following provisions apply unless the context otherwise requires:

 

(a)A reference in these Articles to a statute is a reference to a statute of the Islands as known by its short title, and includes:

 

(i)any statutory modification, amendment or re-enactment; and

 

(ii)any subordinate legislation or regulations issued under that statute.

 

Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

 

(b)Headings are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity.

 

(c)If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done on the next Business Day.

 

(d)A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders.

 

(e)A reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency.

 

(f)Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning.

 

(g)All references to time are to be calculated by reference to time in the place where the Company’s registered office is located.

 

(h)The words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied.

 

(i)The words including, include and in particular or any similar expression are to be construed without limitation.

 

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Exclusion of Table A Articles

 

1.3The regulations contained in Table A in the First Schedule of the Act and any other regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the Company.

 

2Shares

 

Power to issue Shares and options, with or without special rights

 

2.1Subject to the provisions of the Act and the Articles about the redemption and purchase of the Company’s own Shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued Shares of the Company to such persons, at such times and on such terms and conditions as they may decide. No Share may be issued at a discount except in accordance with the provisions of the Act.
  
2.2Without limitation to the preceding Article, the directors may so deal with the unissued Shares of the Company:

 

(a)either at a premium or at par;

 

(b)with or without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise.

 

Power to issue fractions of a Share

 

2.3Subject to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares.

 

Power to pay commissions and brokerage fees

 

2.4The Company may pay a commission to any person in consideration of that person:

 

(a)subscribing or agreeing to subscribe, whether absolutely or conditionally; or

 

(b)procuring or agreeing to procure subscriptions, whether absolute or conditional

 

for any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly in another.

 

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2.5The Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage.

 

Trusts not recognised

 

2.6Except as required by law:

 

(a)no person shall be recognised by the Company as holding any Share on any trust; and

 

(b)no person other than the Member shall be recognised by the Company as having any right in a Share.

 

Power to vary class rights

 

2.7If the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:

 

(a)the Members holding two thirds of the issued Shares of that class consent in writing to the variation; or

 

(b)the variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued Shares of that class.

 

2.8For the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that:

 

(a)the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class; and

 

(b)any Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate Member, by its duly authorised representative, may demand a poll.

 

Effect of new Share issue on existing class rights

 

2.9Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class.

 

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Capital contributions without issue of further Shares

 

2.10With the consent of a Member, the directors may accept a voluntary contribution to the capital of the Company from that Member without issuing Shares in consideration for that contribution. In that event, the contribution shall be dealt with in the following manner:

 

(a)It shall be treated as if it were a share premium.

 

(b)Unless the Member agrees otherwise:

 

(i)if the Member holds Shares in a single class of Shares - it shall be credited to the share premium account for that class of Shares;

 

(ii)if the Member holds Shares of more than one class - it shall be credited rateably to the share premium accounts for those classes of Shares (in the proportion that the sum of the issue prices for each class of Shares that the Member holds bears to the total issue prices for all classes of Shares that the Member holds).

 

(c)It shall be subject to the provisions of the Act and these Articles applicable to share premiums.

 

No bearer Shares or warrants

 

2.11The Company shall not issue Shares or warrants to bearers.

 

Treasury Shares

 

2.12Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Act shall be held as Treasury Shares and not treated as cancelled if:

 

(a)the directors so determine prior to the purchase, redemption or surrender of those shares; and

 

(b)the relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.

 

Rights attaching to Treasury Shares and related matters

 

2.13No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be made to the Company in respect of a Treasury Share.

 

2.14The Company shall be entered in the Register as the holder of the Treasury Shares. However:

 

(a)the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;

 

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(b)a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Act.

 

2.15Nothing in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.
  
2.16Treasury Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms and conditions as the directors determine.
  
3Share certificates

 

Issue of share certificates

 

3.1Upon being entered in the register of members as the holder of a Share, a Member shall be entitled:

 

(a)without payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member’s holding of Shares of any class, to a certificate for the balance of that holding); and

 

(b)upon payment of such reasonable sum as the directors may determine for every certificate after the first, to several certificates each for one or more of that Member’s Shares.

 

3.2Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other manner as the directors determine.
  
3.3The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.

 

Renewal of lost or damaged share certificates

 

3.4If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to:

 

(a)evidence;
   
(b)indemnity;
   
(c)payment of the expenses reasonably incurred by the Company in investigating the evidence; and

 

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(d)payment of a reasonable fee, if any, for issuing a replacement share certificate

 

as the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

 

4Lien on Shares

 

Nature and scope of lien

 

4.1The Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered in the name of a Member (whether solely or jointly with others). The lien is for all moneys payable to the Company by the Member or the Member’s estate:

 

(a)either alone or jointly with any other person, whether or not that other person is a Member; and

 

(b)whether or not those moneys are presently payable.

 

4.2At any time the directors may declare any Share to be wholly or partly exempt from the provisions of this Article.

 

Company may sell Shares to satisfy lien

 

4.3The Company may sell any Shares over which it has a lien if all of the following conditions are met:

 

(a)the sum in respect of which the lien exists is presently payable;

 

(b)the Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and

 

(c)that sum is not paid within 14 Clear Days after that notice is deemed to be given under these Articles.

 

4.4The Shares may be sold in such manner as the directors determine.
  
4.5To the maximum extent permitted by law, the directors shall incur no personal liability to the Member concerned in respect of the sale.

 

Authority to execute instrument of transfer

 

4.6To give effect to a sale, the directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee of the Shares shall not be affected by any irregularity or invalidity in the proceedings in respect of the sale.

 

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Consequences of sale of Shares to satisfy lien

 

4.7On sale pursuant to the preceding Articles:

 

(a)the name of the Member concerned shall be removed from the register of members as the holder of those Shares; and

 

(b)that person shall deliver to the Company for cancellation the certificate for those Shares.

 

Despite this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.

 

Application of proceeds of sale

 

4.8The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Shares have been sold:

 

(a)if no certificate for the Shares was issued, at the date of the sale; or

 

(b)if a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation

 

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.

 

5Calls on Shares and forfeiture

 

Power to make calls and effect of calls

 

5.1Subject to the terms of allotment, the directors may make calls on the Members in respect of any moneys unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice.

 

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5.2Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part.
  
5.3A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect of which the call was made. He shall not be liable for calls made after he is no longer registered as Member in respect of those Shares.

 

Time when call made

 

5.4A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed.

 

Liability of joint holders

 

5.5Members registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share.

 

Interest on unpaid calls

 

5.6If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid:

 

(a)at the rate fixed by the terms of allotment of the Share or in the notice of the call; or

 

(b)if no rate is fixed, at the Default Rate.

 

The directors may waive payment of the interest wholly or in part.

 

Deemed calls

 

5.7Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue of a call.

 

Power to accept early payment

 

5.8The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that amount has been called up.

 

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Power to make different arrangements at time of issue of Shares

 

5.9Subject to the terms of allotment, the directors may make arrangements on the issue of Shares to distinguish between Members in the amounts and times of payment of calls on their Shares.

 

Notice of default

 

5.10If a call remains unpaid after it has become due and payable the directors may give to the person from whom it is due not less than 14 Clear Days’ notice requiring payment of:

 

(a)the amount unpaid;

 

(b)any interest which may have accrued;

 

(c)any expenses which have been incurred by the Company due to that person’s default.

 

5.11The notice shall state the following:

 

(a)the place where payment is to be made; and

 

(b)a warning that if the notice is not complied with the Shares in respect of which the call is made will be liable to be forfeited.

 

Forfeiture or surrender of Shares

 

5.12If the notice under the preceding Article is not complied with, the directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the directors may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.

 

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

 

5.13A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the directors may authorise some person to execute an instrument of transfer of the Share to the transferee.

 

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Effect of forfeiture or surrender on former Member

 

5.14On forfeiture or surrender:

 

(a)the name of the Member concerned shall be removed from the register of members as the holder of those Shares and that person shall cease to be a Member in respect of those Shares; and

 

(b)that person shall surrender to the Company for cancellation the certificate (if any) for the forfeited or surrendered Shares.

 

5.15Despite the forfeiture or surrender of his Shares, that person shall remain liable to the Company for all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of those Shares together with:

 

(a)all expenses; and

 

(b)interest from the date of forfeiture or surrender until payment:

 

(i)at the rate of which interest was payable on those moneys before forfeiture; or
   
(ii)if no interest was so payable, at the Default Rate.

 

The directors, however, may waive payment wholly or in part.

 

Evidence of forfeiture or surrender

 

5.16A declaration, whether statutory or under oath, made by a director or the Secretary shall be conclusive evidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares:

 

(a)that the person making the declaration is a director or Secretary of the Company, and

 

(b)that the particular Shares have been forfeited or surrendered on a particular date.

 

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

 

Sale of forfeited or surrendered Shares

 

5.17Any person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the application of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect of, the forfeiture, surrender or disposal of those Shares.

 

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6Transfer of Shares

 

Form of transfer

 

6.1Subject to the following Articles about the transfer of Shares, a Member may transfer Shares to another person by completing an instrument of transfer, in a common form or in a form approved by the directors, executed:

 

(a)where the Shares are Fully Paid, by or on behalf of that Member; and

 

(b)where the Shares are partly paid, by or on behalf of that Member and the transferee.

 

Power to refuse registration

 

6.2The directors may refuse to register the transfer of a Share to any person. They may do so in their absolute discretion, without giving any reason for their refusal, and irrespective of whether the Share is Fully Paid or the Company has no lien over it.

 

Notice of refusal to register

 

6.3If the directors refuse to register a transfer of a Share, they must send notice of their refusal to the existing Member within two months after the date on which the transfer was lodged with the Company.

 

Power to suspend registration

 

6.4The directors may suspend registration of the transfer of Shares at such times and for such periods, not exceeding 30 days in any calendar year, as they determine.

 

Fee, if any, payable for registration

 

6.5If the directors so decide, the Company may charge a reasonable fee for the registration of any instrument of transfer or other document relating to the title to a Share.

 

Company may retain instrument of transfer

 

6.6The Company shall be entitled to retain any instrument of transfer which is registered; but an instrument of transfer which the directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

 

7Transmission of Shares

 

Persons entitled on death of a Member

 

7.1If a Member dies, the only persons recognised by the Company as having any title to the deceased Members’ interest are the following:

 

(a)where the deceased Member was a joint holder, the survivor or survivors; and

 

(b)where the deceased Member was a sole holder, that Member’s personal representative or representatives.

 

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7.2Nothing in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased was a sole holder or a joint holder.

 

Registration of transfer of a Share following death or bankruptcy

 

7.3A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following:

 

(a)to become the holder of the Share; or

 

(b)to transfer the Share to another person.

 

7.4That person must produce such evidence of his entitlement as the directors may properly require.
  
7.5If the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer.
  
7.6If the person elects to transfer the Share to another person then:

 

(a)if the Share is Fully Paid, the transferor must execute an instrument of transfer; and

 

(b)if the Share is partly paid, the transferor and the transferee must execute an instrument of transfer.

 

7.7All the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer.

 

Indemnity

 

7.8A person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the directors against any loss or damage suffered by the Company or the directors as a result of that registration.

 

Rights of person entitled to a Share following death or bankruptcy

 

7.9A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares in the Company.

 

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8Alteration of capital

 

Increasing, consolidating, converting, dividing and cancelling share capital

 

8.1To the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of the following and amend its Memorandum for that purpose:

 

(a)increase its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities and privileges set out in that Ordinary Resolution;

 

(b)consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

 

(c)convert all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination;

 

(d)sub-divide its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and

 

(e)cancel Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish the number of Shares into which its capital is divided.

 

Dealing with fractions resulting from consolidation of Shares

 

8.2Whenever, as a result of a consolidation of Shares, any Members would become entitled to fractions of a Share the directors may on behalf of those Members:

 

(a)sell the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the Company); and

 

(b)distribute the net proceeds in due proportion among those Members.

 

For that purpose, the directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.

 

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Reducing share capital

 

8.3Subject to the Act and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by Special Resolution, reduce its share capital in any way.

 

9Redemption and purchase of own Shares

 

Power to issue redeemable Shares and to purchase own Shares

 

9.1Subject to the Act, and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may by its directors:

 

(a)issue Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares, on the terms and in the manner its directors determine before the issue of those Shares;
   
(b)with the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms and in the manner which the directors determine at the time of such variation; and
   
(c)purchase all or any of its own Shares of any class including any redeemable Shares on the terms and in the manner which the directors determine at the time of such purchase.

 

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

 

Repurchase of subscriber Share

 

9.2Unless the directors determine otherwise, as soon as the directors determine that it is lawful for the Company to do so, the Company shall purchase from the subscriber to the Memorandum the One Share agreed to be taken by such subscriber. Such Share shall be repurchased for cash at its par value and the Company may make a payment out of capital in respect of such purchase price.

 

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Power to pay for redemption or purchase in cash or in specie

 

9.3When making a payment in respect of the redemption or purchase of Shares, the directors may make the payment in cash or in specie (or partly in one and partly in the other) if so authorised by the terms of the allotment of those Shares, or by the terms applying to those Shares in accordance with Article 9.1, or otherwise by agreement with the Member holding those Shares.

 

Effect of redemption or purchase of a Share

 

9.4Upon the date of redemption or purchase of a Share:

 

(a)the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive:

 

(i)the price for the Share; and
   
(ii)any dividend declared in respect of the Share prior to the date of redemption or purchase;

 

(b)the Member’s name shall be removed from the register of members with respect to the Share; and

 

(c)the Share shall be cancelled or held as a Treasury Shares, as the directors may determine.

 

For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.

 

10Meetings of Members

 

Power to call meetings

 

10.1The directors may call a general meeting at any time.
  
10.2If there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, the directors must call a general meeting for the purpose of appointing additional directors.
  
10.3The directors must also call a general meeting if requisitioned in the manner set out in the next two Articles.
  
10.4The requisition must be in writing and given by one or more Members who together hold at least 10% of the rights to vote at such general meeting.

 

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10.5The requisition must also:

 

(a)specify the purpose of the meeting.

 

(b)be signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners.

 

(c)be delivered in accordance with the notice provisions.

 

10.6Should the directors fail to call a general meeting within 21 Clear Days from the date of receipt of a requisition, the requisitioners or any of them may call a general meeting within three months after the end of that period.
  
10.7Without limitation to the foregoing, if there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, any one or more Members who together hold at least 10% of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional directors.
  
10.8If the Members call a meeting under the above provisions, the Company shall reimburse their reasonable expenses.

 

Content of notice

 

10.9Notice of a general meeting shall specify each of the following:

 

(a)the place, the date and the hour of the meeting;
   
(b)if the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting;
   
(c)subject to paragraph (d), the general nature of the business to be transacted; and
   
(d)if a resolution is proposed as a Special Resolution, the text of that resolution.

 

10.10In each notice there shall appear with reasonable prominence the following statements:

 

(a)that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member; and

 

(b)that a proxyholder need not be a Member.

 

Period of notice

 

10.11At least five Clear Days’ notice of a general meeting must be given to Members. But a meeting may be convened on shorter notice with the consent of the Member or Members who, individually or collectively, hold at least 90% of the voting rights of all those who have a right to vote at that meeting.

 

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Persons entitled to receive notice

 

10.12Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people:

 

(a)the Members;

 

(b)persons entitled to a Share in consequence of the death or bankruptcy of a Member; and

 

(c)the directors.

 

Publication of notice on a website

 

10.13Subject to the Act, a notice of a general meeting may be published on a website providing the recipient is given separate notice of:

 

(a)the publication of the notice on the website;
   
(b)the place on the website where the notice may be accessed;
   
(c)how it may be accessed; and
   
(d)the place, date and time of the general meeting.

 

10.14If a Member notifies the Company that he is unable for any reason to access the website, the Company must as soon as practicable give notice of the meeting to that Member by any other means permitted by these Articles. But this will not affect when that Member is deemed to have received notice of the meeting.

 

Time a website notice is deemed to be given

 

10.15A website notice is deemed to be given when the Member is given notice of its publication.

 

Required duration of publication on a website

 

10.16Where the notice of meeting is published on a website, it shall continue to be published in the same place on that website from the date of the notification until the conclusion of the meeting to which the notice relates.

 

Accidental omission to give notice or non-receipt of notice

 

10.17Proceedings at a meeting shall not be invalidated by the following:

 

(a)an accidental failure to give notice of the meeting to any person entitled to notice; or

 

(b)non-receipt of notice of the meeting by any person entitled to notice.

 

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10.18In addition, where a notice of meeting is published on a website, proceedings at the meeting shall not be invalidated merely because it is accidentally published:

 

(a)in a different place on the website; or

 

(b)for part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates.

 

11Proceedings at meetings of Members

 

Quorum

 

11.1Save as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy. A quorum is as follows:

 

(a)if the Company has only one Member: that Member;

 

(b)if the Company has more than one Member: two Members.

 

Lack of quorum

 

11.2If a quorum is not present within 15 minutes of the time appointed for the meeting, or if at any time during the meeting it becomes inquorate, then the following provisions apply:

 

(a)If the meeting was requisitioned by Members, it shall be cancelled.

 

(b)In any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the directors. If a quorum is not present within 15 minutes of the time appointed for the adjourned meeting, then the Members present in person or by proxy shall constitute a quorum.

 

Use of technology

 

11.3A person may participate in a general meeting through the medium of conference telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting.

 

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Chairman

 

11.4The chairman of a general meeting shall be the chairman of the board or such other director as the directors have nominated to chair board meetings in the absence of the chairman of the board. Absent any such person being present within 15 minutes of the time appointed for the meeting, the directors present shall elect one of their number to chair the meeting.

 

11.5If no director is present within 15 minutes of the time appointed for the meeting, or if no director is willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting.

 

Right of a director to attend and speak

 

11.6Even if a director is not a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members holding a particular class of Shares in the Company.

 

Adjournment

 

11.7The chairman may at any time adjourn a meeting with the consent of the Members constituting a quorum. The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting.
  
11.8Should a meeting be adjourned for more than seven Clear Days, whether because of a lack of quorum or otherwise, Members shall be given at least seven Clear Days’ notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.

 

Method of voting

 

11.9A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of the show of hands, a poll is duly demanded. A poll may be demanded:

 

(a)by the chairman; or
   
(b)by any Member or Members present who, individually or collectively, hold at least 10% of the voting rights of all those who have a right to vote on the resolution.

 

Outcome of vote by show of hands

 

11.10Unless a poll is duly demanded, a declaration by the chairman as to the result of a resolution and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the outcome of a show of hands without proof of the number or proportion of the votes recorded in favour of or against the resolution.

 

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Withdrawal of demand for a poll

 

11.11The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. The chairman shall announce any such withdrawal to the meeting and, unless another person forthwith demands a poll, any earlier show of hands on that resolution shall be treated as the vote on that resolution; if there has been no earlier show of hands, then the resolution shall be put to the vote of the meeting.

 

Taking of a poll

 

11.12A poll demanded on the question of adjournment shall be taken immediately.
  
11.13A poll demanded on any other question shall be taken either immediately or at an adjourned meeting at such time and place as the chairman directs, not being more than 30 Clear Days after the poll was demanded.
  
11.14The demand for a poll shall not prevent the meeting continuing to transact any business other than the question on which the poll was demanded.
  
11.15A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more than place, the chairman may appoint scrutineers in more than place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.

 

Chairman’s casting vote

 

11.16If the votes on a resolution, whether on a show of hands or on a poll, are equal the chairman may if he wishes exercise a casting vote.

 

Amendments to resolutions

 

11.17An Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:

 

(a)not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), notice of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting; and
   
(b)the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.

 

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11.18A Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if:

 

(a)the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and

 

(b)the amendment does not go beyond what the chairman considers is necessary to correct a grammatical or other non-substantive error in the resolution.

 

11.19If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.

 

Written resolutions

 

11.20Members may pass a resolution in writing without holding a meeting if the following conditions are met:

 

(a)all Members entitled to vote are given notice of the resolution as if the same were being proposed at a meeting of Members;
   
(b)all Members entitled so to vote :

 

(i)sign a document; or
   
(ii)sign several documents in the like form each signed by one or more of those Members; and

 

(c)the signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose.

 

Such written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.

 

11.21If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.
  
11.22The directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll.

 

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Sole-member company

 

11.23If the Company has only one Member, and the Member records in writing his decision on a question, that record shall constitute both the passing of a resolution and the minute of it.
  
12Voting rights of Members

 

Right to vote

 

12.1Unless their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled to vote at a general meeting, whether on a show of hands or on a poll, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of that class of Shares.
  
12.2Members may vote in person or by proxy.
  
12.3On a show of hands, every Member shall have one vote. For the avoidance of doubt, an individual who represents two or more Members, including a Member in that individual’s own right, that individual shall be entitled to a separate vote for each Member.
  
12.4On a poll a Member shall have one vote for each Share he holds, unless any Share carries special voting rights.
  
12.5A fraction of a Share shall entitle its holder to an equivalent fraction of one vote.
  
12.6No Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same way.

 

Rights of joint holders

 

12.7If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the register of members shall be accepted to the exclusion of the votes of the other joint holder.

 

Representation of corporate Members

 

12.8Save where otherwise provided, a corporate Member must act by a duly authorised representative.
  
12.9A corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.
  
12.10The authorisation may be for any period of time, and must be delivered to the Company not less than two hours before the commencement of the meeting at which it is first used.

 

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12.11The directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice.
  
12.12Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member.
  
12.13A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the directors of the Company had actual notice of the revocation.

 

Member with mental disorder

 

12.14A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Islands or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.
  
12.15For the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

 

Objections to admissibility of votes

 

12.16An objection to the validity of a person’s vote may only be raised at the meeting or at the adjourned meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive.

 

Form of proxy

 

12.17An instrument appointing a proxy shall be in any common form or in any other form approved by the directors.
  
12.18The instrument must be in writing and signed in one of the following ways:

 

(a)by the Member; or
   
(b)by the Member’s authorised attorney; or
   
(c)if the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney.

 

If the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

 

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12.19The directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy.
  
12.20A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy before the directors of the Company had actual notice of the revocation.

 

How and when proxy is to be delivered

 

12.21Subject to the following Articles, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority certified notarially or in any other way approved by the directors) must be delivered so that it is received by the Company at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote. They must be delivered in either of the following ways:

 

(a)In the case of an instrument in writing, it must be left at or sent by post:

 

(i)to the registered office of the Company; or
   
(ii)to such other place within the Islands specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting.

 

(b)If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified:

 

(i)in the notice convening the meeting; or

 

(ii)in any form of appointment of a proxy sent out by the Company in relation to the meeting; or

 

(iii)in any invitation to appoint a proxy issued by the Company in relation to the meeting.

 

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12.22Where a poll is taken:

 

(a)if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under the preceding Article not less than 24 hours before the time appointed for the taking of the poll;

 

(b)but if it to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be e delivered as required under the preceding Article not less than two hours before the time appointed for the taking of the poll.

 

12.23If the form of appointment of proxy is not delivered on time, it is invalid.

 

Voting by proxy

 

12.24A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.

 

13Number of directors

 

Unless otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the maximum number shall be ten. There shall be no directors, however, until the first director is or the first directors are appointed by the subscriber or subscribers to the Memorandum.

 

14Appointment, disqualification and removal of directors

 

First directors

 

14.1The first directors shall be appointed in writing by the subscriber or subscribers to the Memorandum.

 

No age limit

 

14.2There is no age limit for directors save that they must be aged at least 18 years.

 

Corporate directors

 

14.3Unless prohibited by law, a body corporate may be a director. If a body corporate is a director, the Articles about representation of corporate Members at general meetings apply, mutatis mutandis, to the Articles about directors’ meetings.

 

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No shareholding qualification

 

14.4Unless a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall be required to own Shares as a condition of his appointment.

 

Appointment of directors

 

14.5A director may be appointed by Ordinary Resolution or by the directors. Any appointment may be to fill a vacancy or as an additional director.
  
14.6Notwithstanding the other provisions of these Articles, in any case where, as a result of death, the Company has no directors and no shareholders, the personal representatives of the last shareholder to have died have the power, by notice in writing to the Company, to appoint a person to be a director. For the purpose of this Article:

 

(a)where two or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder;
   
(b)if the last shareholder died leaving a will which disposes of that shareholder’s shares in the Company (whether by way of specific gift, as part of the residuary estate, or otherwise):

 

(i)the expression personal representatives of the last shareholder means:

 

(A)until a grant of probate in respect of that will has been obtained from the Grand Court of the Cayman Islands, all of the executors named in that will who are living at the time the power of appointment under this Article is exercised; and
   
(B)after such grant of probate has been obtained, only such of those executors who have proved that will;

 

(ii)without derogating from section 3(1) of the Succession Act (Revised), the executors named in that will may exercise the power of appointment under this Article without first obtaining a grant of probate.

 

14.7A remaining director may appoint a director even though there is not a quorum of directors.
  
14.8No appointment can cause the number of directors to exceed the maximum; and any such appointment shall be invalid.

 

Removal of directors

 

14.9A director may be removed by Ordinary Resolution.

 

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Resignation of directors

 

14.10A director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions.
  
14.11Unless the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to the Company.

 

Termination of the office of director

 

14.12A director’s office shall be terminated forthwith if:

 

(a)he is prohibited by the law of the Islands from acting as a director; or
   
(b)he is made bankrupt or makes an arrangement or composition with his creditors generally; or
   
(c)in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director; or
   
(d)he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or
   
(e)without the consent of the other directors, he is absent from meetings of directors for a continuous period of six months.

 

15Alternate directors

 

Appointment and removal

 

15.1Any director may appoint any other person, including another director, to act in his place as an alternate director. No appointment shall take effect until the director has given notice of the appointment to the other directors. Such notice must be given to each other director by either of the following methods:

 

(a)by notice in writing in accordance with the notice provisions;
   
(b)if the other director has an email address, by emailing to that address a scanned copy of the notice as a PDF attachment (the PDF version being deemed to be the notice unless Article 30.7 applies), in which event notice shall be taken to be given on the date of receipt by the recipient in readable form. For the avoidance of doubt, the same email may be sent to the email address of more than one director (and to the email address of the Company pursuant to Article 15.4(c)).

 

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15.2Without limitation to the preceding Article, a director may appoint an alternate for a particular meeting by sending an email to his fellow directors informing them that they are to take such email as notice of such appointment for such meeting. Such appointment shall be effective without the need for a signed notice of appointment or the giving of notice to the Company in accordance with Article 15.4.
  
15.3A director may revoke his appointment of an alternate at any time. No revocation shall take effect until the director has given notice of the revocation to the other directors. Such notice must be given by either of the methods specified in Article 15.1.
  
15.4A notice of appointment or removal of an alternate director must also be given to the Company by any of the following methods:

 

(a)by notice in writing in accordance with the notice provisions;
   
(b)if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 30.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine;
   
(c)if the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 30.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form; or
   
(d)if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing.

 

Notices

 

15.5All notices of meetings of directors shall continue to be given to the appointing director and not to the alternate.

 

Rights of alternate director

 

15.6An alternate director shall be entitled to attend and vote at any board meeting or meeting of a committee of the directors at which the appointing director is not personally present, and generally to perform all the functions of the appointing director in his absence.
  
15.7For the avoidance of doubt:

 

(a)if another director has been appointed an alternate director for one or more directors, he shall be entitled to a separate vote in his own right as a director and in right of each other director for whom he has been appointed an alternate; and
   
(b)if a person other than a director has been appointed an alternate director for more than one director, he shall be entitled to a separate vote in right of each director for whom he has been appointed an alternate.

 

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15.8An alternate director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate director.

 

Appointment ceases when the appointor ceases to be a director

 

15.9An alternate director shall cease to be an alternate director if the director who appointed him ceases to be a director.

 

Status of alternate director

 

15.10An alternate director shall carry out all functions of the director who made the appointment.
  
15.11Save where otherwise expressed, an alternate director shall be treated as a director under these Articles.
  
15.12An alternate director is not the agent of the director appointing him.
  
15.13An alternate director is not entitled to any remuneration for acting as alternate director.

 

Status of the director making the appointment

 

15.14A director who has appointed an alternate is not thereby relieved from the duties which he owes the Company.
  
16Powers of directors

 

Powers of directors

 

16.1Subject to the provisions of the Act, the Memorandum and these Articles, the business of the Company shall be managed by the directors who may for that purpose exercise all the powers of the Company.
  
16.2No prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the extent allowed by the Act, Members may by Special Resolution validate any prior or future act of the directors which would otherwise be in breach of their duties.

 

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Appointments to office

 

16.3The directors may appoint a director:

 

(a)as chairman of the board of directors;

 

(b)as managing director;

 

(c)to any other executive office

 

for such period and on such terms, including as to remuneration, as they think fit.

 

16.4The appointee must consent in writing to holding that office.
  
16.5Where a chairman is appointed he shall, unless unable to do so, preside at every meeting of directors.
  
16.6If there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the directors may nominate one of their number to act in place of the chairman should he ever not be available.
  
16.7Subject to the provisions of the Act, the directors may also appoint any person, who need not be a director:

 

(a)as Secretary; and
   
(b)to any office that may be required

 

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.

 

16.8The Secretary or Officer must consent in writing to holding that office.
  
16.9A director, Secretary or other Officer of the Company may not the hold the office, or perform the services, of auditor.

 

Remuneration

 

16.10Every director may be remunerated by the Company for the services he provides for the benefit of the Company, whether as director, employee or otherwise, and shall be entitled to be paid for the expenses incurred in the Company’s business including attendance at directors’ meetings.
  
16.11A director’s remuneration shall be fixed by the Company by Ordinary Resolution. Unless that resolution provides otherwise, the remuneration shall be deemed to accrue from day to day.

 

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16.12Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the director or to any other person connected to or related to him.
  
16.13Unless his fellow directors determine otherwise, a director is not accountable to the Company for remuneration or other benefits received from any other company which is in the same group as the Company or which has common shareholdings.

 

Disclosure of information

 

16.14The directors may release or disclose to a third party any information regarding the affairs of the Company, including any information contained in the register of members relating to a Member, (and they may authorise any director, Officer or other authorised agent of the Company to release or disclose to a third party any such information in his possession) if:

 

(a)the Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company is subject; or
   
(b)such disclosure is in compliance with the rules of any stock exchange upon which the Company’s shares are listed; or
   
(c)such disclosure is in accordance with any contract entered into by the Company; or
   
(d)the directors are of the opinion such disclosure would assist or facilitate the Company’s operations.

 

17Delegation of powers

 

Power to delegate any of the directors’ powers to a committee

 

17.1The directors may delegate any of their powers to any committee consisting of one or more persons who need not be Members. Persons on the committee may include non-directors so long as the majority of those persons are directors.
  
17.2The delegation may be collateral with, or to the exclusion of, the directors’ own powers.
  
17.3The delegation may be on such terms as the directors think fit, including provision for the committee itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the directors at will.
  
17.4Unless otherwise permitted by the directors, a committee must follow the procedures prescribed for the taking of decisions by directors.

 

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Power to appoint an agent of the Company

 

17.5The directors may appoint any person, either generally or in respect of any specific matter, to be the agent of the Company with or without authority for that person to delegate all or any of that person’s powers. The directors may make that appointment:

 

(a)by causing the Company to enter into a power of attorney or agreement; or
   
(b)in any other manner they determine.

 

Power to appoint an attorney or authorised signatory of the Company

 

17.6The directors may appoint any person, whether nominated directly or indirectly by the directors, to be the attorney or the authorised signatory of the Company. The appointment may be:

 

(a)for any purpose;

 

(b)with the powers, authorities and discretions;

 

(c)for the period; and

 

(d)subject to such conditions

 

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under these Articles. The directors may do so by power of attorney or any other manner they think fit.

 

17.7Any power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised signatory as the directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

 

Power to appoint a proxy

 

17.8Any director may appoint any other person, including another director, to represent him at any meeting of the directors. If a director appoints a proxy, then for all purposes the presence or vote of the proxy shall be deemed to be that of the appointing director.
  
17.9Articles 15.1 to 15.4 inclusive (relating to the appointment by directors of alternate directors) apply, mutatis mutandis, to the appointment of proxies by directors.
  
17.10A proxy is an agent of the director appointing him and is not an officer of the Company.

 

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18Meetings of directors

 

Regulation of directors’ meetings

 

18.1Subject to the provisions of these Articles, the directors may regulate their proceedings as they think fit.

 

Calling meetings

 

18.2Any director may call a meeting of directors at any time. The Secretary, if any, must call a meeting of the directors if requested to do so by a director.

 

Notice of meetings

 

18.3Every director shall be given notice of a meeting, although a director may waive retrospectively the requirement to be given notice. Notice may be oral.

 

Period of notice

 

18.4At least five Clear Days’ notice of a meeting of directors must be given to directors. But a meeting may be convened on shorter notice with the consent of all directors.

 

Use of technology

 

18.5A director may participate in a meeting of directors through the medium of conference telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting.
  
18.6A director participating in this way is deemed to be present in person at the meeting.

 

Place of meetings

 

18.7If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

 

Quorum

 

18.8The quorum for the transaction of business at a meeting of directors shall be two unless the directors fix some other number or unless the Company has only one director.

 

Voting

 

18.9A question which arises at a board meeting shall be decided by a majority of votes. If votes are equal the chairman may, if he wishes, exercise a casting vote.

 

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Validity

 

18.10Anything done at a meeting of directors is unaffected by the fact that it is later discovered that any person was not properly appointed, or had ceased to be a director, or was otherwise not entitled to vote.

 

Recording of dissent

 

18.11A director present at a meeting of directors shall be presumed to have assented to any action taken at that meeting unless:

 

(a)his dissent is entered in the minutes of the meeting; or
   
(b)he has filed with the meeting before it is concluded signed dissent from that action; or
   
(c)he has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent.

 

A director who votes in favour of an action is not entitled to record his dissent to it.

 

Written resolutions

 

18.12The directors may pass a resolution in writing without holding a meeting if all directors sign a document or sign several documents in the like form each signed by one or more of those directors.
  
18.13Despite the foregoing, a resolution in writing signed by a validly appointed alternate director or by a validly appointed proxy need not also be signed by the appointing director. But if a written resolution is signed personally by the appointing director, it need not also be signed by his alternate or proxy.
  
18.14Such written resolution shall be as effective as if it had been passed at a meeting of the directors duly convened and held; and it shall be treated as having been passed on the day and at the time that the last director signs.

 

Sole director’s minute

 

18.15Where a sole director signs a minute recording his decision on a question, that record shall constitute the passing of a resolution in those terms.

 

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19Permissible directors’ interests and disclosure

 

Permissible interests subject to disclosure

 

19.1Save as expressly permitted by these Articles or as set out below, a director may not have a direct or indirect interest or duty which conflicts or may possibly conflict with the interests of the Company.
  
19.2If, notwithstanding the prohibition in the preceding Article, a director discloses to his fellow directors the nature and extent of any material interest or duty in accordance with the next Article, he may:

 

(a)be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise be interested;
   
(b)be interested in another body corporate promoted by the Company or in which the Company is otherwise interested. In particular, the director may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise interested in, that other body corporate.

 

19.3Such disclosure may be made at a meeting at a meeting of the board or otherwise (and, if otherwise, it must be made in writing). The director must disclose the nature and extent of his direct or indirect interest in or duty in relation to a transaction or arrangement or series of transactions or arrangements with the Company or in which the Company has any material interest.
  
19.4If a director has made disclosure in accordance with the preceding Article, then he shall not, by reason only of his office, be accountable to the Company for any benefit that he derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate, and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

 

Notification of interests

 

19.5For the purposes of the preceding Articles:

 

(a)a general notice that a director gives to the other directors that he is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that he has an interest in or duty in relation to any such transaction of the nature and extent so specified; and

 

(b)an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

 

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19.6A director shall not be treated as having an interest in a transaction or arrangement if he has no knowledge of that interest and it is unreasonable to expect the director to have that knowledge.

 

Voting where a director is interested in a matter

 

19.7A director may vote at a meeting of directors on any resolution concerning a matter in which that director has an interest or duty, whether directly or indirectly, so long as that director discloses any material interest pursuant to these Articles. The director shall be counted towards a quorum of those present at the meeting. If the director votes on the resolution, his vote shall be counted.
  
19.8Where proposals are under consideration concerning the appointment of two or more directors to offices or employment with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately and each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his or her own appointment.

 

20Minutes

 

The Company shall cause minutes to be made in books kept for the purpose in accordance with the Act.

 

21Accounts and audit

 

Accounting and other records

 

21.1The directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed in accordance with the requirements of the Act.

 

No automatic right of inspection

 

21.2Members are only entitled to inspect the Company’s records if they are expressly entitled to do so by law, or by resolution made by the directors or passed by Ordinary Resolution.

 

Sending of accounts and reports

 

21.3The Company’s accounts and associated directors’ report or auditor’s report that are required or permitted to be sent to any person pursuant to any law shall be treated as properly sent to that person if:

 

(a)they are sent to that person in accordance with the notice provisions: or
   
(b)they are published on a website providing that person is given separate notice of:

 

(i)the fact that publication of the documents has been published on the website;
   
(ii)the address of the website; and
   
(iii)the place on the website where the documents may be accessed; and
   
(iv)how they may be accessed.

 

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21.4If, for any reason, a person notifies the Company that he is unable to access the website, the Company must, as soon as practicable, send the documents to that person by any other means permitted by these Articles. This, however, will not affect when that person is taken to have received the documents under the next Article.

 

Time of receipt if documents are published on a website

 

21.5Documents sent by being published on a website in accordance with the preceding two Articles are only treated as sent at least five Clear Days before the date of the meeting at which they are to be laid if:

 

(a)the documents are published on the website throughout a period beginning at least five Clear Days before the date of the meeting and ending with the conclusion of the meeting; and

 

(b)the person is given at least five Clear Days’ notice of the hearing.

 

Validity despite accidental error in publication on website

 

21.6If, for the purpose of a meeting, documents are sent by being published on a website in accordance with the preceding Articles, the proceedings at that meeting are not invalidated merely because:

 

(a)those documents are, by accident, published in a different place on the website to the place notified; or

 

(b)they are published for part only of the period from the date of notification until the conclusion of that meeting.

 

When accounts are to be audited

 

21.7Unless the directors or the Members, by Ordinary Resolution, so resolve or unless the Act so requires, the Company’s accounts will not be audited. If the Members so resolve, the Company’s accounts shall be audited in the manner determined by Ordinary Resolution. Alternatively, if the directors so resolve, they shall be audited in the manner they determine.

 

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22Financial year

 

Unless the directors otherwise specify, the financial year of the Company:

 

(a)shall end on 31st December in the year of its incorporation and each following year; and

 

(b)shall begin when it was incorporated and on 1st January each following year.

 

23Record dates

 

Except to the extent of any conflicting rights attached to Shares, the directors may fix any time and date as the record date for declaring or paying a dividend or making or issuing an allotment of Shares. The record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.

 

24Dividends

 

Declaration of dividends by Members

 

24.1Subject to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of the Members but no dividend shall exceed the amount recommended by the directors.

 

Payment of interim dividends and declaration of final dividends by directors

 

24.2The directors may pay interim dividends or declare final dividends in accordance with the respective rights of the Members if it appears to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid.
  
24.3Subject to the provisions of the Act, in relation to the distinction between interim dividends and final dividends, the following applies:

 

(a)Upon determination to pay a dividend or dividends described as interim by the directors in the dividend resolution, no debt shall be created by the declaration until such time as payment is made.
   
(b)Upon declaration of a dividend or dividends described as final by the directors in the dividend resolution, a debt shall be created immediately following the declaration, the due date to be the date the dividend is stated to be payable in the resolution.

 

If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

 

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24.4In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies:

 

(a)If the share capital is divided into different classes, the directors may pay dividends on Shares which confer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears.
   
(b)The directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment.
   
(c)If the directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights.

 

Apportionment of dividends

 

24.5Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

 

Right of set off

 

24.6The directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person to the Company on a call or otherwise in relation to a Share.

 

Power to pay other than in cash

 

24.7If the directors so determine, any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation to the distribution, the directors may settle that difficulty in any way they consider appropriate. For example, they may do any one or more of the following:

 

(a)issue fractional Shares;
   
(b)fix the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust the rights of Members; and
   
(c)vest some assets in trustees.

 

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How payments may be made

 

24.8A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:

 

(a)if the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose - by wire transfer to that bank account; or

 

(b)by cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share.

 

24.9For the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or in an Electronic Record and the bank account nominated may be the bank account of another person. For the purpose of paragraph (b) of the preceding Article, subject to any applicable law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good discharge to the Company.
  
24.10If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows:

 

(a)to the registered address of the Joint Holder of the Share who is named first on the register of members or to the registered address of the deceased or bankrupt holder, as the case may be; or

 

(b)to the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record.

 

24.11Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share.

 

Dividends or other moneys not to bear interest in absence of special rights

 

24.12Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear interest.

 

Dividends unable to be paid or unclaimed

 

24.13If a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the directors may pay it into a separate account in the Company’s name. If a dividend is paid into a separate account, the Company shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to the Member.

 

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24.14A dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease to remain owing by, the Company.
  
25Capitalisation of profits

 

Capitalisation of profits or of any share premium account or capital redemption reserve

 

25.1The directors may resolve to capitalise:

 

(a)any part of the Company’s profits not required for paying any preferential dividend (whether or not those profits are available for distribution); or

 

(b)any sum standing to the credit of the Company’s share premium account or capital redemption reserve, if any.

 

The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:

 

(a)by paying up the amounts unpaid on that Member’s Shares;

 

(b)by issuing Fully Paid Shares, debentures or other securities of the Company to that Member or as that Member directs. The directors may resolve that any Shares issued to the Member in respect of partly paid Shares (Original Shares) rank for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain partly paid.

 

Applying an amount for the benefit of members

 

25.2The amount capitalised must be applied to the benefit of Members in the proportions to which the Members would have been entitled to dividends if the amount capitalised had been distributed as a dividend.
  
25.3Subject to the Act, if a fraction of a Share, a debenture, or other security is allocated to a Member, the directors may issue a fractional certificate to that Member or pay him the cash equivalent of the fraction.

 

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26Share premium account

 

Directors to maintain share premium account

 

26.1The directors shall establish a share premium account in accordance with the Act. They shall carry to the credit of that account from time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital contributed or such other amounts required by the Act.

 

Debits to share premium account

 

26.2The following amounts shall be debited to any share premium account:

 

(a)on the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price; and
   
(b)any other amount paid out of a share premium account as permitted by the Act.

 

26.3Notwithstanding the preceding Article, on the redemption or purchase of a Share, the directors may pay the difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Act, out of capital.
  
27Seal

 

Company seal

 

27.1The Company may have a seal if the directors so determine.

 

Duplicate seal

 

27.2Subject to the provisions of the Act, the Company may also have a duplicate seal or seals for use in any place or places outside the Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However, if the directors so determine, a duplicate seal shall have added on its face the name of the place where it is to be used.

 

When and how seal is to be used

 

27.3A seal may only be used by the authority of the directors. Unless the directors otherwise determine, a document to which a seal is affixed must be signed in one of the following ways:

 

(a)by a director (or his alternate) and the Secretary; or
   
(b)by a single director (or his alternate).

 

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If no seal is adopted or used

 

27.4If the directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner:

 

(a)by a director (or his alternate) and the Secretary; or

 

(b)by a single director (or his alternate); or

 

(c)in any other manner permitted by the Act.

 

Power to allow non-manual signatures and facsimile printing of seal

 

27.5The directors may determine that either or both of the following applies:

 

(a)that the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction;

 

(b)that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.

 

Validity of execution

 

27.6If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.

 

28Indemnity

 

Indemnity

 

28.1To the extent permitted by law, the Company shall indemnify each existing or former Secretary, director (including alternate director), and other Officer of the Company (including an investment adviser or an administrator or liquidator) and their personal representatives against:

 

(a)all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Secretary or Officer in or about the conduct of the Company’s business or affairs or in the execution or discharge of the existing or former Secretary’s or Officer’s duties, powers, authorities or discretions; and
   
(b)without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former Secretary or Officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Islands or elsewhere.

 

No such existing or former Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.

 

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28.2To the extent permitted by law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Secretary or Officer of the Company in respect of any matter identified in paragraph (a) or paragraph (b) of the preceding Article on condition that the Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Secretary or that Officer for those legal costs.

 

Release

 

28.3To the extent permitted by law, the Company may by Special Resolution release any existing or former director (including alternate director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own dishonesty.

 

Insurance

 

28.4To the extent permitted by law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the directors, other than liability arising out of that person’s own dishonesty:

 

(a)an existing or former director (including alternate director), Secretary or Officer or auditor of:

 

(i)the Company;
   
(ii)a company which is or was a subsidiary of the Company;
   
(iii)a company in which the Company has or had an interest (whether direct or indirect); and

 

(b)a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or was interested.

 

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29Notices

 

Form of notices

 

29.1Save where these Articles provide otherwise, any notice to be given to or by any person pursuant to these Articles shall be:

 

(a)in writing signed by or on behalf of the giver in the manner set out below for written notices; or

 

(b)subject to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance with Articles about authentication of Electronic Records; or

 

(c)where these Articles expressly permit, by the Company by means of a website.

 

Electronic communications

 

29.2Without limitation to Articles 15.1 to 15.4 inclusive (relating to the appointment and removal by directors of alternate directors) and to Articles 17.8 to 17.10 inclusive (relating to the appointment by directors of proxies), a notice may only be given to the Company in an Electronic Record if:

 

(a)the directors so resolve;

 

(b)the resolution states how an Electronic Record may be given and, if applicable, specifies an email address for the Company; and

 

(c)the terms of that resolution are notified to the Members for the time being and, if applicable, to those directors who were absent from the meeting at which the resolution was passed.

 

If the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.

 

29.3A notice may not be given by Electronic Record to a person other than the Company unless the recipient has notified the giver of an Electronic address to which notice may be sent.

 

Persons authorised to give notices

 

29.4A notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a director or company secretary of the Company or a Member.

 

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Delivery of written notices

 

29.5Save where these Articles provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate) the Member’s or director’s registered address or the Company’s registered office, or posted to that registered address or registered office.

 

Joint holders

 

29.6Where Members are joint holders of a Share, all notices shall be given to the Member whose name first appears in the register of members.

 

Signatures

 

29.7A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its execution or adoption by the giver.

 

29.8An Electronic Record may be signed by an Electronic Signature.

 

Evidence of transmission

 

29.9A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of the transmission, and if no notification of failure to transmit is received by the giver.
  
29.10A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.

 

Giving notice to a deceased or bankrupt Member

 

29.11A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.
  
29.12Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

 

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Date of giving notices

 

29.13A notice is given on the date identified in the following table.

 

Method for giving notices   When taken to be given
Personally   At the time and date of delivery
     
By leaving it at the member’s registered address   At the time and date it was left
     
If the recipient has an address within the Islands, by posting it by prepaid post to the street or postal address of that recipient   48 hours after it was posted
     
If the recipient has an address outside the Islands, by posting it by prepaid airmail to the street or postal address of that recipient   7 Clear Days after posting
     
By Electronic Record (other than publication on a website), to recipient’s Electronic address   Within 24 hours after it was sent
     
By publication on a website   See the Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website

 

Saving provision

 

29.14None of the preceding notice provisions shall derogate from the Articles about the delivery of written resolutions of directors and written resolutions of Members.
  
30Authentication of Electronic Records

 

Application of Articles

 

30.1Without limitation to any other provision of these Articles, any notice, written resolution or other document under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a director or other Officer of the Company, shall be deemed to be authentic if either Article 30.2 or Article 30.4 applies.

 

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Authentication of documents sent by Members by Electronic means

 

30.2An Electronic Record of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied:

 

(a)the Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by one or more of those Members; and
   
(b)the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and
   
(c)Article 30.7 does not apply.

 

30.3For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that Member unless Article 30.7 applies.

 

Authentication of document sent by the Secretary or Officers of the Company by Electronic means

 

30.4An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied:

 

(a)the Secretary or the Officer or each Officer, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by the Secretary or one or more of those Officers; and

 

(b)the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and

 

(c)Article 30.7 does not apply.

 

This Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

 

30.5For example, where a sole director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the written resolution of that director unless Article 30.7 applies.

 

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Manner of signing

 

30.6For the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed manually or in any other manner permitted by these Articles.

 

Saving provision

 

30.7A notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably:

 

(a)believes that the signature of the signatory has been altered after the signatory had signed the original document; or

 

(b)believes that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed the original document; or

 

(c)otherwise doubts the authenticity of the Electronic Record of the document

 

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

 

31Transfer by way of continuation
  
31.1The Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction outside:

 

(a)the Islands; or

 

(b)such other jurisdiction in which it is, for the time being, incorporated, registered or existing.

 

31.2To give effect to any resolution made pursuant to the preceding Article, the directors may cause the following:

 

(a)an application be made to the Registrar of Companies to deregister the Company in the Islands or in the other jurisdiction in which it is for the time being incorporated, registered or existing; and

 

(b)all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

 

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32Winding up

 

Distribution of assets in specie

 

32.1If the Company is wound up, the Members may, subject to these Articles and any other sanction required by the Act, pass a Special Resolution allowing the liquidator to do either or both of the following:

 

(a)to divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose, to value any assets and to determine how the division shall be carried out as between the Members or different classes of Members;

 

(b)to vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up.

 

No obligation to accept liability

 

32.2No Member shall be compelled to accept any assets if an obligation attaches to them.

 

The directors are authorised to present a winding up petition

 

32.3The directors have the authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution passed at a general meeting.

 

33Amendment of Memorandum and Articles

 

Power to change name or amend Memorandum

 

33.1Subject to the Act, the Company may, by Special Resolution:

 

(a)change its name; or

 

(b)change the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum.

 

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Power to amend these Articles

 

33.2Subject to the Act and as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part.

 

Dated 09 October 2023

 

Name and address of Subscriber   Number of shares taken   Signature
Ogier Global Subscriber (Cayman) Limited   10,000      

89 Nexus Way

Camana Bay

Grand Cayman, KY1-9009

Cayman Islands

 

Ordinary

Shares

  per:
      Name: Ben Gillooly
              Authorised Signatory

 

Witness to above signature    
   
 
   
  Name: Richard Christian
   
 

Ogier Global (Cayman) Limited

89 Nexus Way

Camana Bay

  Grand Cayman, KY1-9009
  Cayman Islands
   
  Occupation: Administrator

 

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EX-3.4 3 ex3-4.htm

 

Exhibit 3.4

 

Companies act (AS Revised)

 

Company Limited by Shares

 

 

 

AMENDED AND RESTATED

 

MEMORANDUM AND ARTICLES OF ASSOCIATION

 

OF

 

LOGISTIC PROPERTIES OF THE AMERICAS

 

 

 

Adopted by special resolution DATED [●] AND EFFECTIVE ON [●]

 

 
 

 

Companies act (AS Revised)

 

Company Limited by ShareS

 

Amended and Restated

 

Memorandum of Association

 

of

 

LOGISTIC PROPERTIES OF THE AMERICAS

 

Adopted by special resolution dated [●]AND EFFECTIVE ON [●]

 

1 The name of the Company is Logistic Properties of the Americas.
   
2 The Company’s registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide.
   
3 The Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act (As Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.
   
4 The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies Act (As Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit.
   
5 Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely:

 

  (a) the business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (As Revised); or
     
  (b) insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Act (As Revised); or
     
  (c) the business of company management without being licensed in that behalf under the Companies Management Act (As Revised).

 

6 The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.
   
7 The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member’s shares.

 

 
 

 

8 The share capital of the Company is US$50,000 divided into 450,000,000 ordinary shares of a par value of US$0.0001 each and 50,000,000 preference shares of US$0.0001 each. There is no limit on the number of shares of any class which the Company is authorised to issue. However, subject to the Companies Act (As Revised) and the Company’s articles of association, the Company has power to do any one or more of the following:

 

  (a) to redeem or repurchase any of its shares; and
     
  (b) to increase or reduce its capital; and
     
  (c) to issue any part of its capital (whether original, redeemed, increased or reduced):

 

  (i) with or without any preferential, deferred, qualified or special rights, privileges or conditions; or
     
  (ii) subject to any limitations or restrictions
     
 

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

 

  (d) to alter any of those rights, privileges, conditions, limitations or restrictions.

 

9 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

 

 
 

 

Companies act (as Revised)

 

Company Limited by ShareS

 

Amended and Restated

 

articles of Association

 

of

 

LOGISTIC PROPERTIES OF THE AMERICAS

 

Adopted by special resolution dated [●] AND EFFECTIVE ON [●]

 

 
 

 

CONTENTS

 

1. Definitions, interpretation and exclusion of Table A 1
  Definitions 1
  Interpretation 3
  Exclusion of Table A Articles 4
2. Commencement of Business 4
3. Shares 4
  Power to issue Shares and options, with or without special rights 4
  Power to issue fractions of a Share 5
  Power to pay commissions and brokerage fees 5
  Trusts not recognised 5
  Power to vary class rights 5
  Effect of new Share issue on existing class rights 6
  No bearer Shares or warrants 6
  Treasury Shares  6
  Rights attaching to Treasury Shares and related matters 6
4. Register of Members 7
5. Share certificates 7
  Issue of share certificates 7
  Renewal of lost or damaged share certificates 7
6. Lien on Shares 8
  Nature and scope of lien 8
  Company may sell Shares to satisfy lien 8
  Authority to execute instrument of transfer 8
  Consequences of sale of Shares to satisfy lien 8
  Application of proceeds of sale 9
7. Calls on Shares and forfeiture 9
  Power to make calls and effect of calls 9
  Time when call made 9
  Liability of joint holders 9
  Interest on unpaid calls 9
  Deemed calls 9
  Power to accept early payment 9
  Power to make different arrangements at time of issue of Shares 10
  Notice of default 10
  Forfeiture or surrender of Shares 10
  Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender 10
  Effect of forfeiture or surrender on former Member 10

 

 
 

 

  Evidence of forfeiture or surrender 11
  Sale of forfeited or surrendered Shares 11
8. Transfer of Shares 11
  Form of transfer 11
  Power to refuse registration 11
  Power to suspend registration 12
  Company may retain instrument of transfer 12
9. Transmission of Shares 12
  Persons entitled on death of a Member 12
  Registration of transfer of a Share following death or bankruptcy 12
  Indemnity 12
  Rights of person entitled to a Share following death or bankruptcy 13
10. Alteration of capital 13
  Increasing, consolidating, converting, dividing and cancelling share capital 13
  Dealing with fractions resulting from consolidation of Shares 13
  Reducing share capital 13
11. Redemption and purchase of own Shares 14
  Power to issue redeemable Shares and to purchase own Shares 14
  Power to pay for redemption or purchase in cash or in specie 14
  Effect of redemption or purchase of a Share 14
12. Meetings of Members 14
  Power to call meetings 14
  Content of notice 15
  Period of notice 16
  Persons entitled to receive notice 16
  Publication of notice on a website 16
  Time a website notice is deemed to be given 16
  Required duration of publication on a website 17
  Accidental omission to give notice or non-receipt of notice 17
13. Proceedings at meetings of Members 17
  Quorum 17
  Lack of quorum 17
  Use of technology 17
  Chairman 17
  Right of a director to attend and speak 18
  Adjournment and Postponement 18
  Method of voting 18
  Taking of a poll 18

 

 
 

 

  Chairman’s casting vote 18
  Amendments to resolutions 19
  Written resolutions 19
  Sole-member company 19
14. Voting rights of Members  20
  Right to vote  20
  Rights of joint holders  20
  Representation of corporate Members 20
  Member with mental disorder 20
  Objections to admissibility of votes 21
  Form of proxy 21
  How and when proxy is to be delivered 21
  Voting by proxy 22
15. Number of directors 22
16. Appointment, disqualification and removal of directors 22
  No age limit 22
  Corporate directors  22
  No shareholding qualification 22
  Appointment and removal of directors 23
  Resignation of directors 24
  Termination of the office of director 24
17. Alternate directors 24
  Appointment and removal 24
  Notices 25
  Rights of alternate director 25
  Appointment ceases when the appointor ceases to be a director 25
  Status of alternate director 25
  Status of the director making the appointment  26
18. Powers of directors 26
  Powers of directors 26
  Appointments to office 26
  Remuneration 27
  Disclosure of information 27
19. Delegation of powers 27
  Power to delegate any of the directors’ powers to a committee 27
  Power to appoint an agent of the Company  28
  Power to appoint an attorney or authorised signatory of the Company 28
  Power to appoint a proxy  28

 

 
 

 

20. Meetings of directors 28
  Regulation of directors’ meetings 28
  Calling meetings 29
  Notice of meetings  29
  Period of notice 29
  Use of technology 29
  Place of meetings 29
  Quorum 29
  Voting 29
  Validity 29
  Recording of dissent 29
  Written resolutions 30
  Sole director’s minute 30
21. Permissible directors’ interests and disclosure 30
  Permissible interests subject to disclosure 30
  Notification of interests 30
  Voting where a director is interested in a matter 31
22. Minutes 31
23. Accounts and audit 31
  No automatic right of inspection 31
  Sending of accounts and reports 31
  Validity despite accidental error in publication on website 32
  Audit  32
24. Financial year 33
25. Record dates 33
26. Dividends 33
  Declaration of dividends by directors 33
  Apportionment of dividends 34
  Right of set off 34
  Power to pay other than in cash 34
  How payments may be made 34
  Dividends or other moneys not to bear interest in absence of special rights 35
  Dividends unable to be paid or unclaimed  35
27. Capitalisation of profits 35
  Capitalisation of profits or of any share premium account or capital redemption reserve  35
  Applying an amount for the benefit of members 35
28. Share premium account 35
  Directors to maintain share premium account  35
  Debits to share premium account 36

 

 
 

 

29. Seal 36
  Company seal 36
  Duplicate seal  36
  When and how seal is to be used  36
  If no seal is adopted or used  36
  Power to allow non-manual signatures and facsimile printing of seal  36
  Validity of execution 37
30. Indemnity 37
  Indemnity  37
  Release 37
  Insurance  37
31. Notices 38
  Form of notices 38
  Electronic communications 38
  Persons authorised to give notices 38
  Delivery of written notices 38
  Joint holders 38
  Signatures 38
  Evidence of transmission 38
  Giving notice to a deceased or bankrupt Member 39
  Date of giving notices 39
  Saving provision 39
32. Authentication of Electronic Records 40
  Application of Articles 40
  Authentication of documents sent by Members by Electronic means 40
  Authentication of document sent by the Secretary, Directors or Other Officers of the Company by Electronic means 40
  Manner of signing 40
  Saving provision 41
33. Transfer by way of continuation 41
34. Winding up 41
  Distribution of assets in specie 41
  No obligation to accept liability 41
  The directors are authorised to present a winding up petition 41
35. Amendment of Memorandum and Articles 42
  Power to change name or amend Memorandum 42
  Power to amend these Articles 42
36. Mergers and Consolidations 42
37. Certain Tax Filings 42
38. Business Opportunities 42

 

 
 

 

Companies act (As Revised)

 

Company Limited by ShareS

 

Amended and Restated

 

ARTICLES of Association

 

of

 

LOGISTIC PROPERTIES OF THE AMERICAS

 

Adopted by special resolution dated [●] AND EFFECTIVE ON [●]

 

1.Definitions, interpretation and exclusion of Table A

 

Definitions

 

1.1In these Articles, the following definitions apply:  

 

Affiliate in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.

 

Applicable Law means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

 

Articles means, as appropriate:

 

(a)these Amended and Restated Articles of Association as amended, restated, supplemented and/or otherwise modified from time to time: or
   
(b)two or more particular Articles of these Articles;

 

and Article refers to a particular Article of these Articles.

 

Audit Committee means the audit committee of the board of directors of the Company established pursuant to Article 23.8 hereof, or any successor audit committee.

 

Auditor means the person for the time being performing the duties of auditor of the Company.

 

Business Day means a day other than a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City, the Islands, a Saturday or a Sunday.

 

 1 
 

 

Clear Days, in relation to a period of notice, means that period excluding:

 

(a)the day when the notice is given or deemed to be given; and
   
(b)the day for which it is given or on which it is to take effect.

 

Clearing House means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

 

Company means the above-named company.

 

Compensation Committee means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

 

Default Rate means 10% (ten per cent) per annum.

 

Designated Stock Exchange means any United States national securities exchange, including the Nasdaq Stock Market LLC, the NYSE American LLC or The New York Stock Exchange LLC or any OTC market on which the Shares are listed for trading.

 

Electronic has the meaning given to that term in the Electronic Transactions Act (As Revised).

 

Electronic Record has the meaning given to that term in the Electronic Transactions Act (As Revised).

 

Electronic Signature has the meaning given to that term in the Electronic Transactions Act (As Revised).

 

Exchange Act means the United States Securities Exchange Act of 1934, as amended.

 

Fully Paid and Paid Up:

 

(a)in relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that Share, has been fully paid or credited as paid in money or money’s worth;
   
(b)in relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in money or money’s worth.

 

Independent Director means a director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange as determined by the directors.

 

Islands means the British Overseas Territory of the Cayman Islands.

 

Law means the Companies Act (As Revised).

 

Member means any person or persons entered on the Register of Members from time to time as the holder of a Share.

 

Memorandum means the Amended and Restated Memorandum of Association of the Company as amended, restated, supplemented and/or otherwise modified from time to time.

 

Nominating Committee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

 

Officer means a person then appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.

 

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Ordinary Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote thereon. The expression also includes a unanimous written resolution.

 

Ordinary Share means an ordinary share of a par value of US$0.0001 in the share capital of the Company.

 

Preference Share means a preference share of a par value of US$0.0001 in the share capital of the Company.

 

Register of Members means the register of Members maintained in accordance with the Law and includes (except where otherwise stated) any branch or duplicate register of Members.

 

SEC means the United States Securities and Exchange Commission.

 

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

 

Share means an Ordinary Share or a Preference Share in the share capital of the Company; and the expression:

 

  (a) includes stock (except where a distinction between shares and stock is expressed or implied); and
     
  (b) where the context permits, also includes a fraction of a share.

 

Special Resolution has the meaning given to that term in the Law; and the expression includes a unanimous written resolution.

 

Tax Filing Authorised Person means such person as any director shall designate from time to time, acting severally.

 

Treasury Shares means Shares of the Company held in treasury pursuant to the Law and Article 3.14.

 

Interpretation

 

1.2In the interpretation of these Articles, the following provisions apply unless the context otherwise requires:

 

(a)A reference in these Articles to a statute is a reference to a statute of the Islands as known by its short title, and includes:

 

(i)any statutory modification, amendment or re-enactment; and
   
(ii)any subordinate legislation or regulations issued under that statute.

 

Without limitation to the preceding sentence, a reference to a revised Law of the Cayman Islands is taken to be a reference to the revision of that Law in force from time to time as amended from time to time.

 

(b)Headings are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity.
   
(c)If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done on the next Business Day.
   
(d)A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders.
   
(e)A reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency.

 

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(f)Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning.
   
(g)All references to time are to be calculated by reference to time in the place where the Company’s registered office is located.
   
(h)The words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied.
   
(i)The words including, include and in particular or any similar expression are to be construed without limitation.
   
(j)Any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an Electronic Signature.
   
(k)Sections 8 and 19(3) of the Electronic Transactions Act shall not apply.
   
(l)The term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.

 

Exclusion of Table A Articles

 

1.3The regulations contained in Table A in the First Schedule of the Law and any other regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the Company.
  
2.

Commencement of Business

  
2.1The business of the Company may be commenced as soon after incorporation of the Company as the directors see fit.
  
2.2The directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.
  
3.Shares

 

Power to issue Shares and options, with or without special rights

 

3.1Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting), these Articles and, where applicable, the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), issue, grant options over or otherwise deal with any unissued Shares of the Company to such persons, at such times and on such terms and conditions as they may decide. No Share may be issued at a discount except in accordance with the provisions of the Law.
  
3.2Without limitation to the preceding Article, the directors may so deal with the unissued Shares of the Company:

 

(a)either at a premium or at par;
   
(b)with or without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise.

 

3.3The Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company at such times and on such terms and conditions as the directors may decide.

 

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3.4The Company may issue units of securities in the Company, which may be comprised of Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, on such terms and conditions as the directors may decide.

 

Power to issue fractions of a Share

 

3.5Subject to the Law, the Company may issue fractions of a Share of any class. A fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares.

 

Power to pay commissions and brokerage fees

 

3.6The Company may, in so far as the Law permits, pay a commission to any person in consideration of that person:

 

(a)subscribing or agreeing to subscribe, whether absolutely or conditionally; or
   
(b)procuring or agreeing to procure subscriptions, whether absolute or conditional

 

for any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly in another.

 

3.7The Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage.

 

Trusts not recognised

 

3.8Except as required by Applicable Law:

 

(a)the Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Law) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder; and
   
(b)no person other than the Member shall be recognised by the Company as having any right in a Share.

 

Power to vary class rights

 

3.9If the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:

 

(a)the Members holding two thirds of the issued Shares of that class consent in writing to the variation; or
   
(b)the variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued Shares of that class.

 

3.10For the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that:

 

(a)the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class; and
   
(b)any Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate Member, by its duly authorised representative, may demand a poll.

 

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Effect of new Share issue on existing class rights

 

3.11Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class.

 

Capital contributions without issue of further Shares

 

3.12With the consent of a Member, the directors may accept a voluntary contribution to the capital of the Company from that Member without issuing Shares in consideration for that contribution. In that event, the contribution shall be dealt with in the following manner:

 

(a)It shall be treated as if it were a share premium.
   
(b)Unless the Member agrees otherwise:

 

(i)if the Member holds Shares in a single class of Shares, it shall be credited to the share premium account for that class of Shares;
   
(ii)if the Member holds Shares of more than one class, it shall be credited rateably to the share premium accounts for those classes of Shares (in the proportion that the sum of the issue prices for each class of Shares that the Member holds bears to the total issue prices for all classes of Shares that the Member holds).

 

(c)It shall be subject to the provisions of the Law and these Articles applicable to share premiums.

 

No bearer Shares or warrants

 

3.13The Company shall not issue Shares or warrants to bearers.

 

Treasury Shares

 

3.14Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Law shall be held as Treasury Shares and not treated as cancelled if:

 

(a)the directors so determine prior to the purchase, redemption or surrender of those shares; and
   
(b)the relevant provisions of the Memorandum and Articles and the Law are otherwise complied with.

 

Rights attaching to Treasury Shares and related matters

 

3.15No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be made to the Company in respect of a Treasury Share.
  
3.16The Company shall be entered in the Register as the holder of the Treasury Shares. However:

 

(a)the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
   
(b)a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Law.

 

6
 

 

3.17Nothing in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.
  
3.18Treasury Shares may be disposed of by the Company in accordance with the Law and otherwise on such terms and conditions as the directors determine.

 

4.Register of Members
  
4.1The Company shall maintain or cause to be maintained the Register of Members in accordance with the Law.
  
4.2The directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Law. The directors may also determine which Register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.

 

5.Share certificates

 

Issue of share certificates

 

5.1Upon being entered in the Register of Members as the holder of a Share, a Member shall be entitled:

 

(a)without payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member’s holding of Shares of any class, to a certificate for the balance of that holding); and
   
(b)upon payment of such reasonable sum as the directors may determine for every certificate after the first, to several certificates each for one or more of that Member’s Shares.

 

5.2Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other manner as the directors determine.
  
5.3The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.

 

Renewal of lost or damaged share certificates

 

5.4If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to:

 

(a)evidence;
   
(b)indemnity;
   
(c)payment of the expenses reasonably incurred by the Company in investigating the evidence; and
   
(d)payment of a reasonable fee, if any, for issuing a replacement share certificate

 

as the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

 

7
 

 

6.Lien on Shares

 

Nature and scope of lien

 

6.1The Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered in the name of a Member (whether solely or jointly with others). The lien is for all moneys payable to the Company by the Member or the Member’s estate:

 

(a)either alone or jointly with any other person, whether or not that other person is a Member; and
   
(b)whether or not those moneys are presently payable.

 

6.2At any time the directors may declare any Share to be wholly or partly exempt from the provisions of this Article.

 

Company may sell Shares to satisfy lien

 

6.3The Company may sell any Shares over which it has a lien if all of the following conditions are met:

 

(a)the sum in respect of which the lien exists is presently payable;
   
(b)the Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and
   
(c)that sum is not paid within 14 Clear Days after that notice is deemed to be given under these Articles.

 

6.4The Shares may be sold in such manner as the directors determine.
  
6.5To the maximum extent permitted by Applicable Law, the directors shall incur no personal liability to the Member concerned in respect of the sale.

 

Authority to execute instrument of transfer

 

6.6To give effect to a sale, the directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee of the Shares shall not be affected by any irregularity or invalidity in the proceedings in respect of the sale.

 

Consequences of sale of Shares to satisfy lien

 

6.7On sale pursuant to the preceding Articles:

 

(a)the name of the Member concerned shall be removed from the Register of Members as the holder of those Shares; and
   
(b)that person shall deliver to the Company for cancellation the certificate for those Shares.

 

Despite this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.

 

8
 

 

Application of proceeds of sale

 

6.8The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Shares have been sold:

 

(a)if no certificate for the Shares was issued, at the date of the sale; or
   
(b)if a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation

 

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.

 

7.Calls on Shares and forfeiture

 

Power to make calls and effect of calls

 

7.1Subject to the terms of allotment, the directors may make calls on the Members in respect of any moneys unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice.
  
7.2Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part.
  
7.3A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect of which the call was made. A person shall not be liable for calls made after such person is no longer registered as Member in respect of those Shares.

 

Time when call made

 

7.4A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed.

 

Liability of joint holders

 

7.5Members registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share.

 

Interest on unpaid calls

 

7.6If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid:

 

(a)at the rate fixed by the terms of allotment of the Share or in the notice of the call; or
   
(b)if no rate is fixed, at the Default Rate.

 

The directors may waive payment of the interest wholly or in part.

 

Deemed calls

 

7.7Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue of a call.

 

Power to accept early payment

 

7.8The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that amount has been called up.

 

9
 

 

Power to make different arrangements at time of issue of Shares

 

7.9Subject to the terms of allotment, the directors may make arrangements on the issue of Shares to distinguish between Members in the amounts and times of payment of calls on their Shares.

 

Notice of default

 

7.10If a call remains unpaid after it has become due and payable the directors may give to the person from whom it is due not less than 14 Clear Days’ notice requiring payment of:

 

(a)the amount unpaid;
   
(b)any interest which may have accrued;
   
(c)any expenses which have been incurred by the Company due to that person’s default.

 

7.11The notice shall state the following:

 

(a)the place where payment is to be made; and
   
(b)a warning that if the notice is not complied with the Shares in respect of which the call is made will be liable to be forfeited.

 

Forfeiture or surrender of Shares

 

7.12If the notice under the preceding Article is not complied with, the directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the directors may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.
  
7.13The directors may accept the surrender for no consideration of any Fully Paid Share.

 

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

 

7.14A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the directors may authorise some person to execute an instrument of transfer of the Share to the transferee.

 

Effect of forfeiture or surrender on former Member

 

7.15On forfeiture or surrender:

 

(a)the name of the Member concerned shall be removed from the Register of Members as the holder of those Shares and that person shall cease to be a Member in respect of those Shares; and
   
(b)that person shall surrender to the Company for cancellation the certificate (if any) for the forfeited or surrendered Shares.

 

7.16Despite the forfeiture or surrender of his Shares, that person shall remain liable to the Company for all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of those Shares together with:

 

(a)all expenses; and

 

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(b)interest from the date of forfeiture or surrender until payment:

 

(i)at the rate of which interest was payable on those moneys before forfeiture; or
   
(ii)if no interest was so payable, at the Default Rate.

 

The directors, however, may waive payment wholly or in part.

 

Evidence of forfeiture or surrender

 

7.17A declaration, whether statutory or under oath, made by a director or the Secretary shall be conclusive evidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares:

 

(a)that the person making the declaration is a director or Secretary of the Company, and
   
(b)that the particular Shares have been forfeited or surrendered on a particular date.

 

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

 

Sale of forfeited or surrendered Shares

 

7.18Any person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the application of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect of, the forfeiture, surrender or disposal of those Shares.
  
8.Transfer of Shares

 

Form of transfer

 

8.1Subject to the following Articles about the transfer of Shares, and provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, a Member may transfer Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law or in any other form approved by the directors, executed:

 

(a)where the Shares are Fully Paid, by or on behalf of that Member; and
   
(b)where the Shares are partly paid, by or on behalf of that Member and the transferee.

 

8.2The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered into the Register of Members.

 

Power to refuse registration

 

8.3If the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to Article 3.4 on terms that one cannot be transferred without the other, the directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such option or warrant.

 

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Power to suspend registration

 

8.4Subject to Applicable Law, the directors may suspend registration of the transfer of Shares at such times and for such periods, not exceeding 30 days in any calendar year, as they determine.

 

Company may retain instrument of transfer

 

8.5The Company shall be entitled to retain any instrument of transfer which is registered; but an instrument of transfer which the directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

 

9.Transmission of Shares

 

Persons entitled on death of a Member

 

9.1If a Member dies, the only persons recognised by the Company as having any title to the deceased Members’ interest are the following:

 

(a)where the deceased Member was a joint holder, the survivor or survivors; and
   
(b)where the deceased Member was a sole holder, that Member’s personal representative or representatives.

 

9.2Nothing in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased was a sole holder or a joint holder.

 

Registration of transfer of a Share following death or bankruptcy

 

9.3A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following:

 

(a)to become the holder of the Share; or
   
(b)to transfer the Share to another person.

 

9.4That person must produce such evidence of his entitlement as the directors may properly require.
  
9.5If the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer.

 

9.6If the person elects to transfer the Share to another person then:

 

(a)if the Share is Fully Paid, the transferor must execute an instrument of transfer; and
   
(b)if the Share is partly paid, the transferor and the transferee must execute an instrument of transfer.

 

9.7All these Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer.

 

Indemnity

 

9.8A person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the directors against any loss or damage suffered by the Company or the directors as a result of that registration.

 

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Rights of person entitled to a Share following death or bankruptcy

 

9.9A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. However, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares in the Company.
  
10.Alteration of capital

 

Increasing, consolidating, converting, dividing and cancelling share capital

 

10.1To the fullest extent permitted by the Law, the Company may by Ordinary Resolution do any of the following and amend its Memorandum for that purpose:

 

(a)increase its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities and privileges set out in that Ordinary Resolution;
   
(b)consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;
   
(c)convert all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination;
   
(d)sub-divide its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and
   
(e)cancel Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish the number of Shares into which its capital is divided.

 

Dealing with fractions resulting from consolidation of Shares

 

10.2Whenever, as a result of a consolidation of Shares, any Members would become entitled to fractions of a Share the directors may on behalf of those Members:

 

(a)sell the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Law, the Company); and
   
(b)distribute the net proceeds in due proportion among those Members.

 

For that purpose, the directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.

 

Reducing share capital

 

10.3Subject to the Law and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by Special Resolution, reduce its share capital in any way.

 

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11.Redemption and purchase of own Shares

 

Power to issue redeemable Shares and to purchase own Shares

 

11.1Subject to the Law and to any rights for the time being conferred on the Members holding a particular class of Shares, and, where applicable, the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may by its directors:

 

(a)issue Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares, on the terms and in the manner its directors determine before the issue of those Shares;
   
(b)

with the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms and in the manner which the directors determine at the time of such variation; and

   
(c)purchase all or any of its own Shares of any class including any redeemable Shares on the terms and in the manner which the directors determine at the time of such purchase.

 

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Law, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

 

Power to pay for redemption or purchase in cash or in specie

 

11.2When making a payment in respect of the redemption or purchase of Shares, the directors may make the payment in cash or in specie (or partly in one and partly in the other) if so authorised by the terms of the allotment of those Shares, or by the terms applying to those Shares in accordance with Article 11.1, or otherwise by agreement with the Member holding those Shares.

 

Effect of redemption or purchase of a Share

 

11.3Upon the date of redemption or purchase of a Share:

 

(a)the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive:

 

(i)the price for the Share; and
   
(ii)any dividend declared in respect of the Share prior to the date of redemption or purchase;

 

(b)the Member’s name shall be removed from the Register of Members with respect to the Share; and
   
(c)the Share shall be cancelled or held as a Treasury Shares, as the directors may determine.

 

For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.

 

12.Meetings of Members

 

Power to call meetings

 

12.1To the extent required by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, an annual general meeting of the Company shall be held each year at such time as determined by the directors and the Company may, but shall not (unless required by the Law or the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law) be obliged to, in each year, hold any other general meeting.

 

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12.2The agenda of the annual general meeting shall be set by the directors and shall include the presentation of the Company’s annual accounts and the report of the directors (if any).
  
12.3Annual general meetings shall be held in New York, USA or in such other places as the directors may determine.
  
12.4All general meetings other than annual general meetings shall be called extraordinary general meetings and the Company shall specify the meeting as such in the notices calling it.
  
12.5The directors may call a general meeting at any time.
  
12.6If there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, the directors must call a general meeting for the purpose of appointing additional directors.
  
12.7The directors must also call a general meeting if requisitioned in the manner set out in the next two Articles.
  
12.8The requisition must be in writing and given by one or more Members who together hold at least 40% of the rights to vote at such general meeting.
  
12.9The requisition must also:

 

(a)specify the purpose of the meeting;
   
(b)be signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners; and
   
(c)be delivered in accordance with the notice provisions.

 

12.10Should the directors fail to call a general meeting within 21 Clear Days from the date of receipt of a requisition, the requisitioners or any of them may call a general meeting within three months after the end of that period.
  
12.11Without limitation to the foregoing, if there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, any one or more Members who together hold at least 40% of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional directors.
  
12.12Members seeking to bring business before the annual general meeting or to nominate candidates for election as directors at the annual general meeting must deliver notice to the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting.

 

Content of notice

 

12.13Notice of a general meeting shall specify each of the following:

 

(a)the place, the date and the hour of the meeting;
   
(b)if the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting;
   
(c)subject to paragraph (d), the general nature of the business to be transacted; and

 

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(d)if a resolution is proposed as a Special Resolution, the text of that resolution.

 

12.14In each notice there shall appear with reasonable prominence the following statements:

 

(a)that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member; and
   
(b)that a proxyholder need not be a Member.

 

Period of notice

 

12.15At least five Clear Days’ notice of a general meeting must be given to Members, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

 

(a)in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and
   
(b)in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than 95% in par value of the Shares giving that right.

 

Persons entitled to receive notice

 

12.16Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people:

 

(a)the Members;
   
(b)persons entitled to a Share in consequence of the death or bankruptcy of a Member; and
   
(c)the directors.

 

Publication of notice on a website

 

12.17Subject to the Law or the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, a notice of a general meeting may be published on a website providing the recipient is given separate notice of:

 

(a)the publication of the notice on the website;
   
(b)the place on the website where the notice may be accessed;
   
(c)how it may be accessed; and
   
(d)the place, date and time of the general meeting.

 

12.18If a Member notifies the Company that he is unable for any reason to access the website, the Company must as soon as practicable give notice of the meeting to that Member by any other means permitted by these Articles. This will not affect when that Member is deemed to have received notice of the meeting.

 

Time a website notice is deemed to be given

 

12.19A website notice is deemed to be given when the Member is given notice of its publication.

 

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Required duration of publication on a website

 

12.20 Where the notice of meeting is published on a website, it shall continue to be published in the same place on that website from the date of the notification until at least the conclusion of the meeting to which the notice relates.

 

Accidental omission to give notice or non-receipt of notice

 

12.21 Proceedings at a meeting shall not be invalidated by the following:

 

  (a) an accidental failure to give notice of the meeting to any person entitled to notice; or
     
  (b) non-receipt of notice of the meeting by any person entitled to notice.

 

12.22 In addition, where a notice of meeting is published on a website, proceedings at the meeting shall not be invalidated merely because it is accidentally published:

 

  (a) in a different place on the website; or
     
  (b) for part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates.

 

13. Proceedings at meetings of Members

 

Quorum

 

13.1 Save as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy. One or more Members who together hold not less than one-third of the Shares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum.

 

Lack of quorum

 

13.2 If a quorum is not present within 15 minutes of the time appointed for the meeting, or if at any time during the meeting it becomes inquorate, then the following provisions apply:

 

  (a) If the meeting was requisitioned by Members, it shall be cancelled.
     
  (b) In any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the directors. If a quorum is not present within 15 minutes of the time appointed for the adjourned meeting, then the meeting shall be dissolved.

 

Use of technology

 

13.3 A person may participate in a general meeting through the medium of conference telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting.

 

Chairman

 

13.4 The chairman of a general meeting shall be the chairman of the board or such other director as the directors have nominated to chair board meetings in the absence of the chairman of the board. Absent any such person being present within 15 minutes of the time appointed for the meeting, the directors present shall elect one of their number to chair the meeting.
   
13.5 If no director is present within 15 minutes of the time appointed for the meeting, or if no director is willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting.

 

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Right of a director to attend and speak

 

13.6 Even if a director is not a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members holding a particular class of Shares in the Company.

 

Adjournment and Postponement

 

13.7 The chairman may at any time adjourn a meeting. The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting.
   
13.8 Should a meeting be adjourned for more than twenty Clear Days, whether because of a lack of quorum or otherwise, Members shall be given at least five Clear Days’ notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.
   
13.9 If a notice is issued in respect of a general meeting and the directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting.
   
13.10 When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The directors may postpone a general meeting which has already been postponed.

 

Method of voting

 

13.11 A resolution put to the vote of the meeting shall be decided on a poll.

 

Taking of a poll

 

13.12 A poll demanded on the question of adjournment shall be taken immediately.
   
13.13 A poll demanded on any other question shall be taken either immediately or at an adjourned meeting at such time and place as the chairman directs, not being more than 30 Clear Days after the poll was demanded.
   
13.14 The demand for a poll shall not prevent the meeting continuing to transact any business other than the question on which the poll was demanded.
   
13.15 A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more than place, the chairman may appoint scrutineers in more than place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.

 

Chairman’s casting vote

 

13.16 If the votes on a resolution are equal, the chairman may if he wishes exercise a casting vote.

 

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Amendments to resolutions

 

13.17 An Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:

 

  (a) not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), notice of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting; and
     
  (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.

 

13.18 A Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if:

 

  (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
     
  (b) the amendment does not go beyond what the chairman considers is necessary to correct a grammatical or other non-substantive error in the resolution.

 

13.19 If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.

 

Written resolutions

 

13.20 Members may pass a resolution in writing without holding a meeting if the following conditions are met:

 

  (a) all Members entitled so to vote are given notice of the resolution as if the same were being proposed at a meeting of Members;
     
  (b) all Members entitled so to vote:

 

  (i) sign a document; or
     
  (ii) sign several documents in the like form each signed by one or more of those Members; and

 

  (c) the signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose.

 

Such written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.

 

13.21 If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.
   
13.22 The directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll.

 

Sole-member company

 

13.23 If the Company has only one Member, and the Member records in writing his decision on a question, that record shall constitute both the passing of a resolution and the minute of it.

 

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14. Voting rights of Members

 

Right to vote

 

14.1 Unless their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled to vote at a general meeting, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of that class of Shares.
   
14.2 Members may vote in person or by proxy.
   
14.3 Every Member shall have one vote for each Share he holds, unless any Share carries special voting rights.
   
14.4 A fraction of a Share shall entitle its holder to an equivalent fraction of one vote.
   
14.5 No Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same way.

 

Rights of joint holders

 

14.6 If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the Register of Members shall be accepted to the exclusion of the votes of the other joint holder.

 

Representation of corporate Members

 

14.7 Save where otherwise provided, a corporate Member must act by a duly authorised representative.
   
14.8 A corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.
   
14.9 The authorisation may be for any period of time, and must be delivered to the Company not less than two hours before the commencement of the meeting at which it is first used.
   
14.10 The directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice.
   
14.11 Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member.
   
14.12 A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the directors of the Company had actual notice of the revocation.
   
14.13 If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of such Shares held by the clearing house (or its nominee(s)).

 

Member with mental disorder

 

14.14 A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Islands or elsewhere) in matters concerning mental disorder may vote, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.
   
14.15 For the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

 

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Objections to admissibility of votes

 

14.16 An objection to the validity of a person’s vote may only be raised at the meeting or at the adjourned meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive.

 

Form of proxy

 

14.17 An instrument appointing a proxy shall be in any common form or in any other form approved by the directors.
   
14.18 The instrument must be in writing and signed in one of the following ways:

 

  (a) by the Member; or
     
  (b) by the Member’s authorised attorney; or
     
  (c) if the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney.

 

If the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying these Articles about authentication of Electronic Records.

 

14.19 The directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy.
   
14.20 A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy before the directors of the Company had actual notice of the revocation.

 

How and when proxy is to be delivered

 

14.21 Subject to the following Articles, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority certified notarially or in any other way approved by the directors) must be delivered so that it is received by the Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote. They must be delivered in either of the following ways:

 

  (a) In the case of an instrument in writing, it must be left at or sent by post:

 

  (i) to the registered office of the Company; or
     
  (ii) to such other place specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting.

 

  (b) If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified:

 

  (i) in the notice convening the meeting; or
     
  (ii) in any form of appointment of a proxy sent out by the Company in relation to the meeting; or
     
  (iii) in any invitation to appoint a proxy issued by the Company in relation to the meeting.

 

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14.22 Subject to the following Article, where a poll is taken:

 

  (a) if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under the preceding Article not less than 24 hours before the time appointed for the taking of the poll; or
     
  (b) if it is to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under the preceding Article not less than two hours before the time appointed for the taking of the poll.

 

14.23 Notwithstanding the preceding Articles:

 

  (a) the directors may, in the notice convening a meeting or in any form of appointment of a proxy sent out by the Company in relation to the meeting, specify another time (being not later than the time appointed for the commencement of the meeting or adjourned meeting) by which the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered to the Company pursuant to Article 14.21); and
     
  (b) The chairman may in any event at his discretion declare that the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) shall be deemed to have been duly deposited.
     
  (c) If the form of appointment of proxy is not delivered on time, it is (unless the chairman declares it to be duly deposited) invalid.

 

Voting by proxy

 

14.24 A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.
   
15. Number of directors
   
  Unless otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the maximum shall be nine.
   
16. Appointment, disqualification and removal of directors

 

No age limit

 

16.1 There is no age limit for directors save that they must be aged at least 18 years.

 

Corporate directors

 

16.2 Unless prohibited by Applicable Law, a body corporate may be a director. If a body corporate is a director, these Articles about representation of corporate Members at general meetings apply, mutatis mutandis, to these Articles about directors’ meetings.

 

No shareholding qualification

 

16.3 Unless a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall be required to own Shares as a condition of his appointment.

 

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Appointment and removal of directors

 

16.4 The directors shall be divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing directors shall by resolution classify themselves as Class I, Class II or Class III directors. The Class I directors shall stand elected for a term expiring at the Company’s first annual general meeting, the Class II directors shall stand elected for a term expiring at the Company’s second annual general meeting and the Class III directors shall stand elected for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their election. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.
   
16.5 The Company may by Ordinary Resolution appoint any person to be a director or may by Ordinary Resolution remove any director.
   
16.6 Without prejudice to the Company’s power to appoint a person to be a director pursuant to these Articles, the directors shall have power at any time to appoint any person who is willing to act as a director, either to fill a vacancy or as an additional director. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.
   
16.7 Notwithstanding the other provisions of these Articles, in any case where, as a result of death, the Company has no directors and no shareholders, the personal representatives of the last shareholder to have died have the power, by notice in writing to the Company, to appoint a person to be a director. For the purpose of this Article:

 

  (a) where two or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder;
     
  (b) if the last shareholder died leaving a will which disposes of that shareholder’s shares in the Company (whether by way of specific gift, as part of the residuary estate, or otherwise):

 

  (i) the expression personal representatives of the last shareholder means:

 

  (A) until a grant of probate in respect of that will has been obtained from the Grand Court of the Cayman Islands, all of the executors named in that will who are living at the time the power of appointment under this Article is exercised; and
     
  (B) after such grant of probate has been obtained, only such of those executors who have proved that will;

 

  (ii) without derogating from section 3(1) of the Succession Law (As Revised), the executors named in that will may exercise the power of appointment under this Article without first obtaining a grant of probate.

 

16.8 A remaining director may appoint a director even though there is not a quorum of directors.
   
16.9 No appointment can cause the number of directors to exceed the maximum; and any such appointment shall be invalid.
   
16.10 For so long as Shares are listed on a Designated Stock Exchange, the directors shall include at least such number of Independent Directors as Applicable Law or the rules and regulations of the Designated Stock Exchange require, subject to applicable phase-in rules of the Designated Stock Exchange.

 

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Resignation of directors

 

16.11 A director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions.
   
16.12 Unless the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to the Company.

 

Termination of the office of director

 

16.13 A director’s office shall be terminated forthwith if:

 

  (a) he is prohibited by the law of the Islands from acting as a director; or
     
  (b) he is made bankrupt or makes an arrangement or composition with his creditors generally; or
     
  (c) in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director; or
     
  (d) he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise;
     
  (e) without the consent of the other directors, he is absent from meetings of directors for a continuous period of six months; or
     
  (f) all of the other directors (being not less than two in number) determine that he should be removed as a director, either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance with these Articles or by a resolution in writing signed by all of the other directors.

 

17. Alternate directors

 

Appointment and removal

 

17.1 Any director may appoint any other person, including another director, to act in his place as an alternate director. No appointment shall take effect until the director has given notice of the appointment to the other directors. Such notice must be given to each other director by either of the following methods:

 

  (a) by notice in writing in accordance with the notice provisions;
     
  (b) if the other director has an email address, by emailing to that address a scanned copy of the notice as a PDF attachment (the PDF version being deemed to be the notice unless Article 32.7 applies), in which event notice shall be taken to be given on the date of receipt by the recipient in readable form. For the avoidance of doubt, the same email may be sent to the email address of more than one director (and to the email address of the Company pursuant to Article 17.4(c)).

 

17.2 Without limitation to the preceding Article, a director may appoint an alternate for a particular meeting by sending an email to his fellow directors informing them that they are to take such email as notice of such appointment for such meeting. Such appointment shall be effective without the need for a signed notice of appointment or the giving of notice to the Company in accordance with Article 17.4.
   
17.3 A director may revoke his appointment of an alternate at any time. No revocation shall take effect until the director has given notice of the revocation to the other directors. Such notice must be given by either of the methods specified in Article 17.1.

 

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17.4 A notice of appointment or removal of an alternate director must also be given to the Company by any of the following methods:

 

  (a) by notice in writing in accordance with the notice provisions;
     
  (b) if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 32.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine;
     
  (c) if the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 32.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form; or
     
  (d) if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing.

 

Notices

 

17.5 All notices of meetings of directors shall continue to be given to the appointing director and not to the alternate.

 

Rights of alternate director

 

17.6 An alternate director shall be entitled to attend and vote at any board meeting or meeting of a committee of the directors at which the appointing director is not personally present, and generally to perform all the functions of the appointing director in his absence.

 

17.7 For the avoidance of doubt:

 

  (a) if another director has been appointed an alternate director for one or more directors, he shall be entitled to a separate vote in his own right as a director and in right of each other director for whom he has been appointed an alternate; and
     
  (b) if a person other than a director has been appointed an alternate director for more than one director, he shall be entitled to a separate vote in right of each director for whom he has been appointed an alternate.

 

17.8 An alternate director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate director.

 

Appointment ceases when the appointor ceases to be a director

 

17.9 An alternate director shall cease to be an alternate director if the director who appointed him ceases to be a director.

 

Status of alternate director

 

17.10 An alternate director shall carry out all functions of the director who made the appointment.
   
17.11 Save where otherwise expressed, an alternate director shall be treated as a director under these Articles.
   
17.12 An alternate director is not the agent of the director appointing him.
   
17.13 An alternate director is not entitled to any remuneration for acting as alternate director.

 

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Status of the director making the appointment

 

17.14 A director who has appointed an alternate is not thereby relieved from the duties which he owes the Company.

 

18. Powers of directors

 

Powers of directors

 

18.1 Subject to the provisions of the Law, the Memorandum and these Articles, the business of the Company shall be managed by the directors who may for that purpose exercise all the powers of the Company.
   
18.2 No prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the extent permitted under Applicable Law, Members may by Special Resolution validate any prior or future act of the directors which would otherwise be in breach of their duties.

 

Appointments to office

 

18.3 The directors may appoint a director:

 

  (a) as chairman of the board of directors;
     
  (b) as vice-chairman of the board of directors;
     
  (c) as managing director;
     
  (d) to any other executive office

 

for such period and on such terms, including as to remuneration, as they think fit.

 

18.4 The appointee must consent in writing to holding that office.
   
18.5 Where a chairman is appointed he shall, unless unable to do so, preside at every meeting of directors.
   
18.6 If there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the directors may nominate one of their number to act in place of the chairman should he ever not be available.
   
18.7 Subject to the provisions of the Law, the directors may also appoint any person, who need not be a director:

 

  (a) as Secretary; and
     
  (b) to any office that may be required (including, for the avoidance of doubt, one or more chief executive officers, presidents, a chief financial officer, a treasurer, vice-presidents, one or more assistant vice-presidents, one or more assistant treasurers and one or more assistant secretaries),

 

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.

 

18.8 The Secretary or other Officer must consent in writing to holding that office.
   
18.9 A Secretary, director or other Officer of the Company may not hold the office, or perform the services, of Auditor.

 

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Remuneration

 

18.10 The remuneration to be paid to the directors, if any, shall be such remuneration as the directors shall determine. The directors shall also be entitled to be paid all out of pocket expenses properly incurred by them in connection with activities on behalf of the Company.
   
18.11 Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the director or to any other person connected to or related to him.
   
18.12 Unless his fellow directors determine otherwise, a director is not accountable to the Company for remuneration or other benefits received from any other company which is in the same group as the Company or which has common shareholdings.

 

Disclosure of information

 

18.13 The directors may release or disclose to a third party any information regarding the affairs of the Company, including any information contained in the Register of Members relating to a Member, (and they may authorise any director, Officer or other authorised agent of the Company to release or disclose to a third party any such information in his possession) if:

 

  (a) the Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company is subject; or
     
  (b) such disclosure is in compliance with the rules of any stock exchange upon which the Company’s shares are listed; or
     
  (c) such disclosure is in accordance with any contract entered into by the Company; or
     
  (d) the directors are of the opinion such disclosure would assist or facilitate the Company’s operations.

 

19. Delegation of powers

 

Power to delegate any of the directors’ powers to a committee

 

19.1 The directors may delegate any of their powers to any committee consisting of one or more persons who need not be Members (including, without limitation, the Audit Committee, the Compensation Committee and the Nominating Committee). Persons on the committee may include non-directors so long as the majority of those persons are directors.
   
19.2 The delegation may be collateral with, or to the exclusion of, the directors’ own powers.
   
19.3 The delegation may be on such terms as the directors think fit, including provision for the committee itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the directors at will.
   
19.4 Unless otherwise permitted by the directors, a committee must follow the procedures prescribed for the taking of decisions by directors.
   
19.5 The directors may adopt formal written charters for committees and, if so adopted, shall review and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers as the directors may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating Committee, if established, shall consist of such number of directors as the directors shall from time to time determine (or such minimum number as may be required from time to time by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any class of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee shall be made up of such number of Independent Directors as is required from time to time by the rules and regulations of the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law.

 

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Power to appoint an agent of the Company

 

19.6 The directors may appoint any person, either generally or in respect of any specific matter, to be the agent of the Company with or without authority for that person to delegate all or any of that person’s powers. The directors may make that appointment:

 

  (a) by causing the Company to enter into a power of attorney or agreement; or
     
  (b) in any other manner they determine.

 

Power to appoint an attorney or authorised signatory of the Company

 

19.7 The directors may appoint any person, whether nominated directly or indirectly by the directors, to be the attorney or the authorised signatory of the Company. The appointment may be:

 

  (a) for any purpose;
     
  (b) with the powers, authorities and discretions;
     
  (c) for the period; and
     
  (d) subject to such conditions

 

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under these Articles. The directors may do so by power of attorney or any other manner they think fit.

 

19.8 Any power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised signatory as the directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

 

Power to appoint a proxy

 

19.9 Any director may appoint any other person, including another director, to represent him at any meeting of the directors. If a director appoints a proxy, then for all purposes the presence or vote of the proxy shall be deemed to be that of the appointing director.
   
19.10 Articles 17.1 to 17.4 inclusive (relating to the appointment by directors of alternate directors) apply, mutatis mutandis, to the appointment of proxies by directors.
   
19.11 A proxy is an agent of the director appointing him and is not an Officer.
   
20. Meetings of directors

 

Regulation of directors’ meetings

 

20.1 Subject to the provisions of these Articles, the directors may regulate their proceedings as they think fit.

 

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Calling meetings

 

20.2 Any director may call a meeting of directors at any time. The Secretary, if any, must call a meeting of the directors if requested to do so by a director.

 

Notice of meetings

 

20.3 Every director shall be given notice of a meeting, although a director may waive retrospectively the requirement to be given notice. Notice may be oral. Attendance at a meeting without written objection shall be deemed to be a waiver of such notice requirement.

 

Period of notice

 

20.4 At least five Clear Days’ notice of a meeting of directors must be given to directors. A meeting may be convened on shorter notice with the consent of all directors.

 

Use of technology

 

20.5 A director may participate in a meeting of directors through the medium of conference telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting.
   
20.6 A director participating in this way is deemed to be present in person at the meeting.

 

Place of meetings

 

20.7 If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

 

Quorum

 

20.8 The quorum for the transaction of business at a meeting of directors shall be two unless the directors fix some other number or unless the Company has only one director.

 

Voting

 

20.9 A question which arises at a board meeting shall be decided by a majority of votes. If votes are equal the chairman may, if he wishes, exercise a casting vote.

 

Validity

 

20.10 Anything done at a meeting of directors is unaffected by the fact that it is later discovered that any person was not properly appointed, or had ceased to be a director, or was otherwise not entitled to vote.

 

Recording of dissent

 

20.11 A director present at a meeting of directors shall be presumed to have assented to any action taken at that meeting unless:

 

  (a) his dissent is entered in the minutes of the meeting; or
     
  (b) he has filed with the meeting before it is concluded signed dissent from that action; or
     
  (c) he has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent.

 

A director who votes in favour of an action is not entitled to record his dissent to it.

 

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Written resolutions

 

20.12The directors may pass a resolution in writing without holding a meeting if all directors sign a document or sign several documents in the like form each signed by one or more of those directors.

 

20.13Despite the foregoing, a resolution in writing signed by a validly appointed alternate director or by a validly appointed proxy need not also be signed by the appointing director. If a written resolution is signed personally by the appointing director, it need not also be signed by his alternate or proxy.

 

20.14Such written resolution shall be as effective as if it had been passed at a meeting of the directors duly convened and held; and it shall be treated as having been passed on the day and at the time that the last director signs.

 

Sole director’s minute

 

20.15Where a sole director signs a minute recording his decision on a question, that record shall constitute the passing of a resolution in those terms.

 

21.Permissible directors’ interests and disclosure

 

Permissible interests subject to disclosure

 

21.1Save as expressly permitted by these Articles or as set out below, a director may not have a direct or indirect interest or duty which conflicts or may possibly conflict with the interests of the Company.

 

21.2If, notwithstanding the prohibition in the preceding Article, a director discloses to his fellow directors the nature and extent of any material interest or duty in accordance with the next Article, he may:

 

(a)be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise be interested; or

 

(b)be interested in another body corporate promoted by the Company or in which the Company is otherwise interested. In particular, the director may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise interested in, that other body corporate.

 

21.3Such disclosure may be made at a meeting of the board or otherwise (and, if otherwise, it must be made in writing). The director must disclose the nature and extent of his direct or indirect interest in or duty in relation to a transaction or arrangement or series of transactions or arrangements with the Company or in which the Company has any material interest.

 

21.4If a director has made disclosure in accordance with the preceding Article, then he shall not, by reason only of his office, be accountable to the Company for any benefit that he derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate, and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

 

Notification of interests

 

21.5For the purposes of the preceding Articles:

 

(a)a general notice that a director gives to the other directors that he is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that he has an interest in or duty in relation to any such transaction of the nature and extent so specified; and

 

(b)an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

 

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Voting where a director is interested in a matter

 

21.6A director may vote at a meeting of directors on any resolution concerning a matter in which that director has an interest or duty, whether directly or indirectly, so long as that director discloses any material interest pursuant to these Articles. The director shall be counted towards a quorum of those present at the meeting. If the director votes on the resolution, his vote shall be counted.

 

21.7Where proposals are under consideration concerning the appointment of two or more directors to offices or employment with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately and each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his or her own appointment.

 

22.Minutes

 

The Company shall cause minutes to be made in books kept for the purpose in accordance with the Law.

 

23.Accounts and audit

 

Accounting and other records

 

23.1The directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed in accordance with the requirements of the Law.

 

No automatic right of inspection

 

23.2Members are only entitled to inspect the Company’s records if they are expressly entitled to do so by law, or by resolution made by the directors or passed by Ordinary Resolution.

 

Sending of accounts and reports

 

23.3The Company’s accounts and associated directors’ report or auditor’s report that are required or permitted to be sent to any person pursuant to any law shall be treated as properly sent to that person if:

 

(a)they are sent to that person in accordance with the notice provisions: or

 

(b)they are published on a website providing that person is given separate notice of:

 

(i)the fact that publication of the documents has been published on the website;

 

(ii)the address of the website; and

 

(iii)the place on the website where the documents may be accessed; and

 

(iv)how they may be accessed.

 

23.4If, for any reason, a person notifies the Company that he is unable to access the website, the Company must, as soon as practicable, send the documents to that person by any other means permitted by these Articles. This, however, will not affect when that person is taken to have received the documents under the next Article.

 

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Time of receipt if documents are published on a website

 

23.5Documents sent by being published on a website in accordance with the preceding two Articles are only treated as sent at least five Clear Days before the date of the meeting at which they are to be laid if:

 

(a)the documents are published on the website throughout a period beginning at least five Clear Days before the date of the meeting and ending with the conclusion of the meeting; and

 

(b)the person is given at least five Clear Days’ notice of the hearing.

 

Validity despite accidental error in publication on website

 

23.6If, for the purpose of a meeting, documents are sent by being published on a website in accordance with the preceding Articles, the proceedings at that meeting are not invalidated merely because:

 

(a)those documents are, by accident, published in a different place on the website to the place notified; or

 

(b)they are published for part only of the period from the date of notification until the conclusion of that meeting.

 

Audit

 

23.7The directors may appoint an Auditor of the Company who shall hold office on such terms as the directors determine.

 

23.8Without prejudice to the freedom of the directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the Designated Stock Exchange, the directors shall establish and maintain an Audit Committee as a committee of the directors and shall adopt a formal written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules and regulations of the SEC and the Designated Stock Exchange. The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

 

23.9If the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest.

 

23.10The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).

 

23.11If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the directors shall fill the vacancy and determine the remuneration of such Auditor.

 

23.12Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the directors and other Officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.

 

23.13Auditors shall, if so required by the directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the directors or any general meeting of the Members.

 

23.14Any payment made to members of the Audit Committee (if one exists) shall require the review and approval of the directors, with any director interested in such payment abstaining from such review and approval.

 

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24.Financial year

 

Unless the directors otherwise specify, the financial year of the Company:

 

(a)shall end on 31st December in the year of its incorporation and each following year; and

 

(b)shall begin when it was incorporated and on 1st January each following year.

 

25.Record dates

 

Except to the extent of any conflicting rights attached to Shares, the directors may fix any time and date as the record date for:

 

(a)calling a general meeting;

 

(b)declaring or paying a dividend;

 

(c)making or issuing an allotment of Shares; or

 

(d)conducting any other business required pursuant to these Articles.

 

The record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.

 

26.Dividends

 

Declaration of dividends by directors

 

26.1The directors may from time to time declare dividends (including interim dividends) in accordance with the respective rights of the Members if it appears to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid.

 

26.2Subject to the provisions of the Law, in relation to the distinction between interim dividends and final dividends, the following applies:

 

(a)Upon determination to pay a dividend or dividends described as interim by the directors in the dividend resolution, no debt shall be created by the declaration until such time as payment is made.

 

(b)Upon declaration of a dividend or dividends described as final by the directors in the dividend resolution, a debt shall be created immediately following the declaration, the due date to be the date the dividend is stated to be payable in the resolution.

 

If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

 

26.3In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies:

 

(a)If the share capital is divided into different classes, the directors may pay dividends on Shares which confer deferred or non- preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears.

 

(b)The directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment.

 

(c)If the directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights.

 

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Apportionment of dividends

 

26.4Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on the Shares during the time or part of the time in respect of which the dividend is paid. If a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

 

Right of set off

 

26.5The directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person to the Company on a call or otherwise in relation to a Share.

 

Power to pay other than in cash

 

26.6If the directors so determine, any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation to the distribution, the directors may settle that difficulty in any way they consider appropriate. For example, they may do any one or more of the following:

 

(a)issue fractional Shares;

 

(b)fix the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust the rights of Members; and

 

(c)vest some assets in trustees.

 

How payments may be made

 

26.7A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:

 

(a)if the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose, by wire transfer to that bank account; or

 

(b)by cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share.

 

26.8For the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or in an Electronic Record and the bank account nominated may be the bank account of another person. For the purpose of paragraph (b) of the preceding Article, subject to any Applicable Law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good discharge to the Company.

 

26.9If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows:

 

(a)to the registered address of the Joint Holder of the Share who is named first on the Register of Members or to the registered address of the deceased or bankrupt holder, as the case may be; or

 

(b)to the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record.

 

26.10Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share.

 

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Dividends or other moneys not to bear interest in absence of special rights

 

26.11Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear interest.

 

Dividends unable to be paid or unclaimed

 

26.12If a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the directors may pay it into a separate account in the Company’s name. If a dividend is paid into a separate account, the Company shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to the Member.

 

26.13A dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease to remain owing by, the Company.

 

27.Capitalisation of profits

 

Capitalisation of profits or of any share premium account or capital redemption reserve

 

27.1The directors may resolve to capitalise:

 

(a)any part of the Company’s profits not required for paying any preferential dividend (whether or not those profits are available for distribution); or

 

(b)any sum standing to the credit of the Company’s share premium account or capital redemption reserve, if any.

 

The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:

 

(c)by paying up the amounts unpaid on that Member’s Shares;

 

(d)by issuing Fully Paid Shares, debentures or other securities of the Company to that Member or as that Member directs. The directors may resolve that any Shares issued to the Member in respect of partly paid Shares (Original Shares) rank for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain partly paid.

 

Applying an amount for the benefit of members

 

27.2The amount capitalised must be applied to the benefit of Members in the proportions to which the Members would have been entitled to dividends if the amount capitalised had been distributed as a dividend.

 

27.3Subject to the Law, if a fraction of a Share, a debenture, or other security is allocated to a Member, the directors may issue a fractional certificate to that Member or pay him the cash equivalent of the fraction.

 

28.Share premium account

 

Directors to maintain share premium account

 

28.1The directors shall establish a share premium account in accordance with the Law. They shall carry to the credit of that account from time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital contributed or such other amounts required by the Law.

 

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Debits to share premium account

 

28.2The following amounts shall be debited to any share premium account:

 

(a)on the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price; and

 

(b)any other amount paid out of a share premium account as permitted by the Law.

 

28.3Notwithstanding the preceding Article, on the redemption or purchase of a Share, the directors may pay the difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Law, out of capital.

 

29.Seal

 

Company seal

 

29.1The Company may have a seal if the directors so determine.

 

Duplicate seal

 

29.2Subject to the provisions of the Law, the Company may also have a duplicate seal or seals for use in any place or places outside the Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However, if the directors so determine, a duplicate seal shall have added on its face the name of the place where it is to be used.

 

When and how seal is to be used

 

29.3A seal may only be used by the authority of the directors. Unless the directors otherwise determine, a document to which a seal is affixed must be signed in one of the following ways:

 

(a)by a director (or his alternate) and the Secretary; or

 

(b)by a single director (or his alternate).

 

If no seal is adopted or used

 

29.4If the directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner:

 

(a)by a director (or his alternate) or any other Officer to which authority has been delegated by resolution duly adopted by the directors; or

 

(b)by a single director (or his alternate); or

 

(c)in any other manner permitted by the Law.

 

Power to allow non-manual signatures and facsimile printing of seal

 

29.5The directors may determine that either or both of the following applies:

 

(a)that the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction;

 

(b)that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.

 

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Validity of execution

 

29.6If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.

 

30.Indemnity

 

Indemnity

 

30.1To the extent permitted by Applicable Law, the Company shall indemnify each existing or former Secretary, director (including alternate director), and other Officer of the Company (including an investment adviser or an administrator or liquidator) and their personal representatives against:

 

(a)all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Secretary, director or other Officer in or about the conduct of the Company’s business or affairs or in the execution or discharge of the existing or former Secretary’s, director’s or other Officer’s duties, powers, authorities or discretions; and

 

(b)without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former Secretary, director or other Officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Islands or elsewhere.

 

No such existing or former Secretary director or other Officer, however, shall be indemnified in respect of any matter arising out of his own actual fraud, wilful default or wilful neglect.

 

30.2To the extent permitted by Applicable Law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Secretary, director (including alternate director) or other Officer of the Company in respect of any matter identified in paragraph (a) or paragraph (b) of the preceding Article on condition that the Secretary, director or other Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Secretary, director or other Officer for those legal costs.

 

Release

 

30.3To the extent permitted by Applicable Law, the Company may by Special Resolution release any existing or former Secretary, director (including alternate director) or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own actual fraud, wilful default or wilful neglect.

 

Insurance

 

30.4To the extent permitted by Applicable Law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the directors, other than liability arising out of that person’s own dishonesty:

 

(a)an existing or former Secretary, director (including alternate director) or other Officer or auditor of:

 

(i)the Company;

 

(ii)a company which is or was a subsidiary of the Company;

 

(iii)a company in which the Company has or had an interest (whether direct or indirect); and

 

(b)a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or was interested.

 

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31.Notices

 

Form of notices

 

31.1Save where these Articles provide otherwise, any notice to be given to or by any person pursuant to these Articles shall be:

 

(a)in writing signed by or on behalf of the giver in the manner set out below for written notices; or

 

(b)subject to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance with Articles about authentication of Electronic Records; or

 

(c)where these Articles expressly permit, by the Company by means of a website.

 

Electronic communications

 

31.2Without limitation to Articles 17.1 to 17.4 inclusive (relating to the appointment and removal by directors of alternate directors) and to Articles 19.9 to 19.11 inclusive (relating to the appointment by directors of proxies), notice may be given to the Company by Electronic Record.

 

31.3A notice may not be given by Electronic Record to a person other than the Company unless the recipient has notified the giver of an Electronic address to which notice may be sent.

 

Persons authorised to give notices

 

31.4A notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a director or company secretary of the Company or a Member.

 

Delivery of written notices

 

31.5Save where these Articles provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate) the Member’s or director’s registered address or the Company’s registered office, or posted to that registered address or registered office.

 

Joint holders

 

31.6Where Members are joint holders of a Share, all notices shall be given to the Member whose name first appears in the Register of Members.

 

Signatures

 

31.7A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its execution or adoption by the giver.

 

31.8An Electronic Record may be signed by an Electronic Signature.

 

Evidence of transmission

 

31.9A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of the transmission, and if no notification of failure to transmit is received by the giver.

 

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31.10A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.

 

Giving notice to a deceased or bankrupt Member

 

31.11A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

 

31.12Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

 

Date of giving notices

 

31.13A notice is given on the date identified in the following table.

 

Method for giving notices   When taken to be given
     
Personally   At the time and date of delivery
     
By leaving it at the member’s registered address   At the time and date it was left
     
If the recipient has an address within the Islands, by posting it by prepaid post to the street or postal address of that recipient   48 hours after it was posted
     
If the recipient has an address outside the Islands, by posting it by prepaid airmail to the street or postal address of that recipient   3 Clear Days after posting
     
By Electronic Record (other than publication on a website), to recipient’s Electronic address   Within 24 hours after it was sent
     
By publication on a website   See these Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website

 

Saving provision

 

31.14None of the preceding notice provisions shall derogate from these Articles about the delivery of written resolutions of directors and written resolutions of Members.

 

39

 

 

32.Authentication of Electronic Records

 

Application of Articles

 

32.1Without limitation to any other provision of these Articles, any notice, written resolution or other document under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a director or other Officer of the Company, shall be deemed to be authentic if either Article 32.2 or Article 32.4 applies.

 

Authentication of documents sent by Members by Electronic means

 

32.2An Electronic Record of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied:

 

(a)the Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by one or more of those Members; and

 

(b)the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and

 

(c)Article 32.7 does not apply.

 

32.3For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that Member unless Article 32.7 applies.

 

Authentication of document sent by the Secretary, Directors or Other Officers of the Company by Electronic means

 

32.4An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary, a director or directors or any other Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied:

 

(a)the Secretary, director or other Officer, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by the Secretary or one or more other Officers or directors; and

 

(b)the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary, director or other Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and

 

(c)Article 32.7 does not apply.

 

This Article applies whether the document is sent by or on behalf of the Secretary, director or other Officer in his or her own right or as a representative of the Company.

 

32.5For example, where a sole director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the written resolution of that director unless Article 32.7 applies.

 

Manner of signing

 

32.6For the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed manually or in any other manner permitted by these Articles.

 

40

 

 

Saving provision

 

32.7A notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably:

 

(a)believes that the signature of the signatory has been altered after the signatory had signed the original document; or

 

(b)believes that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed the original document; or

 

(c)otherwise doubts the authenticity of the Electronic Record of the document

 

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

 

33.Transfer by way of continuation

 

33.1The Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction outside:

 

(a)the Islands; or

 

(b)such other jurisdiction in which it is, for the time being, incorporated, registered or existing.

 

33.2To give effect to any resolution made pursuant to the preceding Article, the directors may cause the following:

 

(a)an application be made to the Registrar of Companies to deregister the Company in the Islands or in the other jurisdiction in which it is for the time being incorporated, registered or existing; and

 

(b)all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

 

34.Winding up

 

Distribution of assets in specie

 

34.1If the Company is wound up, the Members may, subject to these Articles and any other sanction required by the Law, pass a Special Resolution allowing the liquidator to do either or both of the following:

 

(a)to divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose, to value any assets and to determine how the division shall be carried out as between the Members or different classes of Members;

 

(b)to vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up.

 

No obligation to accept liability

 

34.2No Member shall be compelled to accept any assets if an obligation attaches to them.

 

The directors are authorised to present a winding up petition

 

34.3The directors have the authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution passed at a general meeting.

 

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35.Amendment of Memorandum and Articles

 

Power to change name or amend Memorandum

 

35.1Subject to the Law, the Company may, by Special Resolution:

 

(a)change its name; or

 

(b)change the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum.

 

Power to amend these Articles

 

35.2Subject to the Law and as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part.

 

36.Mergers and Consolidations

 

The Company shall have the power to merge or consolidate with one or more constituent companies (as defined in the Law) upon such terms as the directors may determine and (to the extent required by the Law) with the approval of a Special Resolution.

 

37.Certain Tax Filings

 

37.1Each Tax Filing Authorised Person and any such other person, acting alone, as any director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any director of the Company or any other Officer. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of these Articles.

 

38.Business Opportunities

 

38.1To the fullest extent permitted by Applicable Law, individuals serving as directors or other Officers (Management) shall have no duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for either such a member of Management, on the one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable Law, such members of Management shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, director and/or other Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company, unless such opportunity is expressly offered to such member of Management solely in their capacity as such and the opportunity is one the Company is permitted to complete on a reasonable basis.

 

38.2Except as provided elsewhere in these Articles, the Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and any individual serving as a member of Management, about which a director and/or other Officer of the Company who is also a member of Management acquires knowledge.

 

38.3To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.

 

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EX-10.31 4 ex10-13.htm

 

Exhibit 10.13

 

BANCO NACIONAL Name: Loan Agreement Code: RE20-PR19JU01
Page 1 Version: 18

 

The following is a LOAN AGREEMENT entered into by and between the BANCO NACIONAL DE COSTA RICA, legal identification number 4-000-001021, with registered address in San José, on Fourth Avenue between First and Third Avenues, hereinafter referred to for the purposes of this contract as the BANK OR CREDITOR, and, LATAM LOGISTIC CR PROPCO ALAJUELA 1 S.R.L., legal identification number 3-102-695862, with registered address in the province of San José, Santa Ana canton, Pozos district, Forum Uno business center, Building C office 1C1, represented in this act by Mrs. Annette Fernandez Pagan, of legal age, married once, financial director, resident of San José, Pozos, Forum I Business Center, Building C, office 1C1, with residence identification number (DIMEX) 184002666420, in her capacity as ATTORNEY IN FACT, with sufficient powers for this act, with SPECIAL POWER OF ATTORNEY granted by public deed number nine issued at thirteen hours on April twenty-seventh, two thousand twenty-three, recorded on page thirteen of the volume eight of the protocol of the notary public Alejandro Vargas Yong, bearer of identification number one thousand two hundred sixty-one-two hundred six, duly authorized and instructed through the Extraordinary General Meeting of Shareholders number fourty-eight held at the company’s registered office at eight o’clock on April twenty-seventh, two thousand twenty-three, notarized in public deed number five at twelve o’clock on April twenty-seventh, two thousand twenty-three, recorded on the back of page seven in the volume eight of the protocol of the notary public Alejandro Vargas Yong, bearer of identification number one-one thousand two hundred sixty-one-two hundred six. Hereinafter, and for the purposes of this contract, referred to as the DEBTOR, and collectively as the parties, which shall be governed by the Legal System of the Republic of Costa Rica and the following clauses:

 

FIRST: LOAN. The Bank grants the debtor a commercial loan in the amount of $66,500,000.00 (sixty-six million five hundred thousand exact US dollars, legal currency of the United States of America), received to the full satisfaction of the debtor.

 

SECOND: TERM. This credit shall have a term of 300 months from the signing of this contract and shall mature on April 28, 2048, in accordance with the provisions of Article seventy of the Organic Law of the National Banking System.

 

THIRD: INVESTMENT PLAN. The debtor expressly and irrevocably declares that the money received through this loan will be used solely and exclusively for:

 

1.Payment of liabilities with Davivienda in the amount of $49,669,174.02 according to the provided liability statement.
2.Prepayment commission of the debt with Davivienda in an approximate amount of $1,282,434.00.
3.Reimbursement of investments made by the partners in the amount of $15,415,391.98.
4.Financing 100% of the processing and formalization commission.

 

The debtor authorizes the General Superintendence of Financial Entities and the creditor to verify and supervise the final use of the money from this loan when they deem it necessary and by the means they consider appropriate. If, once the loan is approved, it is demonstrated that the debtor is not complying with any of the components of the approved investment plan, the creditor may temporarily or definitively interrupt the disbursement of funds intended for such purposes, and may even declare the loan due in advance, depending on the severity of the breach, in accordance with the provisions of Article sixty-four of the Organic Law of the National Banking System.

 

 

BANCO NACIONAL

Page 2

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

The details are attached in Annex 1 to this document.

 

Credit Classification: Activity: 12 Services, Class: 05 Credit Restructuring, Subclass: 12503 Operation Liabilities cancellation to third parties, Use of Resources: Transfer. Limit: 12103 Libor Rate.

 

FOURTH: DELIVERY METHOD. Once the applicant has contributed the formalization expenses and signed the legal documents, the procedure will be as follows:

 

1.Deposit to a national or international account in favor of each creditor according to the debt certification issued by each of them at the date of disbursement of this financing. The amounts of liabilities with Banco Davivienda will be disbursed according to the provided liability certification at the time of formalization. If for any reason one of the liabilities decreased, generating a surplus in the amount designated for its cancellation, but another liability increased, this surplus can be used to apply to the operation with a higher balance, always respecting the maximum financing amount.
2.Disbursements may be made directly to the debtor’s account when, during the credit analysis process, the debtor executes balance amortization (with own resources) for any of the debts considered within the investment plan, which must be duly documented, and in no case shall the executed disbursements exceed the approved credit amount.
3.Compensation will be made through SINPE fund transfer to the account indicated by the company. This transfer will take place when the company registers the social capital.
4.Once the transactions are canceled or any reimbursement is generated to the debtor, in case of a surplus, it is applied as an extraordinary credit or the pending disbursement is eliminated, and in the case of deficiencies for total cancellation, the debtor must contribute the required amount.

 

The debtor declares that they have been informed and accept that disbursements of this loan will be made according to the availability of funds from the Bank, as possible restrictions from the Government of the Republic or provisions of the Bank itself aimed at safeguarding the minimum financial ratios established by the regulatory bodies of banking activity, especially but not limited to the regulations of the National Council for the Supervision of the Financial System and/or the General Superintendence of Financial Entities, in the exercise of the powers conferred by law, could have an effect on the disbursement of funds. The debtor agrees and accepts that the Bank is authorized to retain or suspend the delivery of one or more of such partial disbursements if the debtor is not up to date on payments, both for this and other direct or indirect credit transactions maintained with the Bank.

 

Before the disbursement of funds corresponding to the capital reimbursement:

 

It is requested to increase the amount of the installments (social capital) by an amount not less than $13,300,000, which must be registered prior to the disbursement of funds corresponding to the capital reimbursement.

 

FIFTH: OBLIGATION PAYMENT. The debtor undertakes to pay its obligation to the creditor during the agreed term through adjustable and consecutive monthly installments, payable in advance, comprising principal and interest, with the balance due at maturity, which, based on today’s interest rate, amount to the sum of $424,404.62 approximately each, except for the last installment, which will be for the balance of the entire obligation at that time. The installment does not include commissions or insurance. The installment amount will vary each time the interest rate changes. The National Bank of Costa Rica is authorized to continuously and successively debit the payments stipulated in this credit from the current accounts in the name of Latam Logistic CR Propco Alajuela I SRL, which will be made on the 5th of each month. Therefore, they undertake to maintain in the indicated account on the payment date a confirmed available balance at least equal to the amount of the corresponding payments. Any partial or total extraordinary payment must be made on the agreed ordinary payment dates. The debtor declares to be aware and accept that the indicated installment amount is not a fixed amount but may vary according to changes in the interest rate, as established in this contract.

 

 

BANCO NACIONAL

Page 3

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

SIXTH: PLACE OF PAYMENT OF THE OBLIGATION. The debtor agrees and accepts that any payment in legal tender will be made at any of the Bank’s open offices during normal business hours or through the electronic means made available by the Bank to its clients.

 

SEVENTH: REGULAR INTEREST. The debtor expressly agrees and accepts that the debt will accrue regular annual interest, periodically adjustable, calculated on the outstanding capital balance, payable monthly in advance, from the date of the signing of this document, according to the following scheme:

 

1.For the period covering month 1 to month 12, the interest rate will be fixed at 5.90%.
2.For the period covering month 13 to month 24, the interest rate will be fixed at 6.20%.
3.For the period covering month 25 to month 300, the interest rate will be variable and adjustable, and will be constituted by the CME TERM SOFR rate at a 3-month term plus 1.40 percentage points.

 

The variable interest rate is the result of the combination of a fixed factor called margin and a variable component constituted by the CME TERM SOFR rate at a 3-month term, which is calculated and published by the Chicago Mercantile Exchange (CME) and is available on the international financial and transactional information platform Bloomberg, which will constitute sufficient evidence for the verification of that rate.

 

Interest will be adjusted periodically according to the variations in the CME TERM SOFR rate in accordance with the provisions of articles 70 of the Organic Law of the National Banking System and 497 of the Commercial Code. When this credit is established, the periodicity of the interest rate adjustment will be quarterly, but the debtor expressly and irrevocably accepts that the Bank may in the future make this adjustment on a monthly, bimonthly, quarterly, semiannual, or annual basis.

 

The parties expressly agree that in the event of any of the following transition events regarding the CME TERM SOFR rate, the Bank will inform the debtor by communication sent to the following email address designated by the debtor: annette@latamlp.com / randall@latamlp.com / jennifer@latamlp.com (1) A public declaration or publication of information by or on behalf of the administrator of the reference rate (or the components used in its calculation) announcing that such administrator has ceased or will cease to provide the reference rate (or the components for its calculation) permanently or indefinitely, provided that, at the time such declaration or publication is made, there is no replacement administrator continuing to provide the reference rate (or the components for its calculation); (2) A public declaration or publication of information by either a regulatory entity or local or international supervisory body, regulating or supervising the administrator of the reference rate (or the components for its calculation), an insolvency officer with jurisdiction over the administrator of the reference rate, or a court, entity, or jurisdictional body with authority over the administrator of the reference rate, stating that the administrator of the reference rate has ceased or will cease to provide the reference rate (or the components for its calculation) permanently or indefinitely, provided that, at the time such declaration or publication is made, there is no replacement administrator continuing to provide the reference rate (or the components for its calculation); (3) A public declaration or publication of information by a regulatory entity or local or international supervisory body with jurisdiction over the administrator of the reference rate (or the components for its calculation) announcing that such reference rate (or the components for its calculation) is not representative. The debtor understands and accepts that it is their sole responsibility to inform the Bank expressly and in writing, signed in handwritten or digital form or by digitally signed email, of any change in the address indicated. Otherwise, communications made to the medium indicated here will be deemed valid for all purposes. The debtor will have a maximum period of 90 natural days, counted from the date the Bank communicates the occurrence of any transition events, within which they may exercise the option to cancel the total outstanding balance under the interest rate conditions then in effect, without any penalty for early payment. This will apply only if the obligation is canceled in its entirety. Payments due during the established 90 natural days, and while the debtor has not exercised the option to cancel the entire obligation, must be made based on the last published CME TERM SOFR rate at 3 months.

 

 

BANCO NACIONAL

Page 4

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

If, within the established 90 natural days, the debtor does not exercise the option to cancel the entire obligation, they expressly and irrevocably accept that the current interest rate of the credit will be replaced and, as of the end of the 90 natural days, will be constituted as follows:

 

1.The interest rate for the remaining period from month 1 to month 12, in case this has not been completed at the time of substitution, will be a fixed rate of 5.90%.
2.The interest rate for the remaining period from month 13 to month 24, in case this has not been completed at the time of substitution, will be a fixed rate of 6.20%.
3.The interest rate for the remaining period from month 25 to month 300, in case this has not been completed at the time of substitution, will be variable and adjustable, constituted by the Interbank Reference Rate (TRI) in dollars at a 6-month term plus 1.90 percentage points.

 

The change in the reference interest rate will not affect payments already made during the term of the loan, so it will have no retroactive effects. The variable interest rate is the result of the combination of a fixed factor called margin and a variable component constituted by the Interbank Reference Rate in dollars at a 6-month term, which is calculated by the firm Proveedor Integral de Precios Centroamérica S.A. (PIPCA) and is published on the website www.piplatam.com/Home/filiales?country=CR, of the firm Proveedor Integral de Precios Centroamérica S.A. (PIPCA), as well as on the website of the Central Bank of Costa Rica and on the BLOOMBERG financial information system website, which will constitute sufficient evidence for the verification of that rate. The interest rate will be adjusted periodically according to the variations observed in the variable factor at each review opportunity, in accordance with the provisions of articles 70 of the Organic Law of the National Banking System and 497 of the Commercial Code. The adjustment of this interest rate will be made semiannually, but the debtor expressly and irrevocably accepts that the Bank may in the future make this adjustment on a monthly, bimonthly, quarterly, semiannual, or annual basis.

 

The debtor agrees and accepts that in case the loan is governed by the substitute rate, no type of notification or notice will be necessary, nor the signing of additional documents to this contract, so the application of the substitute rate will be automatic. The debtor expressly declares that prior to the signing of this contract, the Bank informed them about the possibility that the CME TERM SOFR rate governing this loan may cease to be calculated and published during the term of the contract, as well as about the need derived from the above, to foresee in the contract a reference rate to replace the CME TERM SOFR rate if necessary. In this regard, the debtor declares that they are aware and accept that the Bank informed them that the replacement rate available in case of substitution of the CME TERM SOFR rate is the Interbank Reference Rate (TRI) in dollars. Likewise, the debtor expressly declares that prior to the signing of this contract, the Bank provided them with written, clear, updated, and sufficient information about the CME TERM SOFR rate, including information regarding how this interest rate is determined and the formula for calculating interest, through the delivery of an Informational Brochure whose content and acknowledgment of receipt by the debtor are part of the loan file. In the same sense, the debtor declares that the Bank expressly informed them of the means through which they could request additional information or raise any questions regarding the CME TERM SOFR rate. In virtue of the above, the debtor expressly declares that they have decided to voluntarily and fully informedly acquire this loan referenced to the CME TERM SOFR rate.

 

 

BANCO NACIONAL

Page 5

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

EIGHTH: MODIFICATION OF CURRENT INTEREST: The debtor states that she has been informed and expressly and irrevocably accepts that this credit is formalized with the current interest rate established in this contract, considering her credit history and trajectory with the Bank, and in accordance with the regulations issued by the General Superintendence of Financial Entities (SUGEF), especially the Regulations for the Qualification of Debtors Agreement SUGEF 01-05, and specifically for credit operations carried out under the framework of the Banking System for Development, the Regulations on Management and Evaluation of Credit Risk for the Banking System for Development Agreement SUGEF 15-16, which develops the general framework for credit risk management for operations carried out under Law 9274 and its Regulation. These rules aim to quantify and manage the credit risk of debtors and include, among other things, criteria for analyzing the ability to pay and the historical payment behavior of debtors, as well as the level of delay in paying credit obligations, and constitute publicly accessible information that can be consulted on the website of the General Superintendence of Financial Entities www.sugef.fi.cr. According to the aforementioned criteria, as of the date of signing this contract, the debtor is classified in the risk category A1. In the event that, at any time during the term of this credit, either through analysis by SUGEF, Internal Audit, or any of the internal control bodies of the Bank, it is verified that the debtor, for reasons attributable to her, has incurred any of the causes or criteria provided for in the SUGEF regulations, which results in the reclassification of the debtor’s risk category to a higher category than indicated in this clause, she declares that she has been informed and expressly and irrevocably accepts that the margin of the credit interest rate will be increased by an additional 2 percentage points to what is agreed, without the need for notification or prior notice. In the same vein, the debtor declares that she has been informed and expressly and irrevocably accepts that the margin of the interest rate may be increased under the same terms, in the following cases: a) The debtor fails to fulfill her obligation to present financial information, among others but not limited to Financial Statements, Salary Certificate, Certification of Income, within the period and timeframe indicated by the Bank, demonstrating the origin and level of current income of the debtor and other obligors, including guarantors, in order to assess their ability to pay as provided by SUGEF. b) The debtor revokes the authorization for the Bank to consult her information from the Credit Information Center (CIC) of SUGEF. c) In case, for reasons attributable to the debtor, it is not possible to make the annotation or registration, as the case may be, before the corresponding Public Registry, of the document constituting the guarantee of this obligation. d) When, due to reasons attributable to the debtor or the owner of the property given as collateral, the Bank cannot carry out follow-up inspections on the property given as collateral, or cannot carry out visits to the property to prepare a new appraisal. e) The debtor does not submit the copy of the payment receipt for insurance or renewals of policies with the chosen insurance entity, in which the acquisition and validity of the required policies are proven, presenting the established coverages, and where the Bank is identified as the beneficiary creditor. f) The debtor fails to comply with the investment plan of the credit, modifying the destination or form of exploitation of the property financed by the Bank. In the event that, having applied the increase in the interest rate for any of the reasons provided in this clause, the debtor recovers the risk category she had when the credit was granted, or normalizes the situation that led to the increase in the interest rate, and as long as there is no other cause for an increase as provided here, the Bank will adjust the margin of the interest rate, starting from the next payment period of the current interest, according to the frequency agreed in this contract, eliminating the applied increase. The debtor declares that she knows and accepts that this adjustment of the interest rate will not have retroactive effects, so the Bank will not refund sums paid as interest according to the terms of this clause.

 

 

BANCO NACIONAL

Page 6

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

NINTH: LATE PAYMENT INTEREST. In the event that the debtor delays in the payment of the obligations of this credit, she must pay late payment interest at the same rate as the current interest plus two percentage points. Late payment interest will be calculated on the amount of the overdue payment, in accordance with the provisions of Article seventy of the Organic Law of the National Banking System.

 

TENTH: EXPENSE PAYMENT. The debtor agrees and accepts to pay all expenses arising from legal fees, stamps, registration fees, commissions, insurance policies, current and late payment interests, and any other related to the constitution, registration, execution, and cancellation of this credit operation.

 

ELEVENTH: COMMISSIONS. ADMINISTRATIVE FORMALIZATION EXPENSES COMMISSION. The debtor agrees and accepts to pay the creditor a commission for administrative formalization expenses, once at the time of signing this document, equivalent to 0.20% of the granted loan amount.

 

CREDIT ADMINISTRATION COMMISSION. The debtor agrees and accepts to pay the creditor a credit administration commission of 1%, payable monthly on balances if paid 5 business days after the date stipulated in the system for the payment of the installment. This commission is exempt in the months or dates of payment according to the established frequency if the client pays the installment before or at most 5 business days after the agreed payment date.

 

COMMISSION FOR ADMINISTRATIVE EXPENSES FOR DELAYED OPERATIONS AND ACCOUNTING IN JUDICIAL COLLECTION. In the event that the debtor incurs a delay in the payment of the established installments exceeding one business day, she agrees that, in addition to the corresponding late payment interest, she must pay the Bank the sum of 10 United States dollars, or its equivalent in colones at the selling exchange rate of Banco Nacional de Costa Rica, as a commission for administrative expenses due to delay. This payment must be made each time the delay is repeated. Likewise, the debtor expressly agrees and accepts that when, due to the delay in the debt payment, it is transferred from administrative collection to judicial collection, she must pay the creditor an additional commission of 1%, calculated on the outstanding capital balance. The commission for the transfer to judicial collection will in no case be less than 10,000.00 colones nor greater than 250,000.00 colones. This payment must be repeated each time the operation is to be transferred to judicial collection.

 

COMMISSION FOR EARLY DEBT PAYMENT. The debtor acknowledges and accepts that in the event of early payment of the credit, i.e., on a date earlier than the agreed maturity date, she must pay a commission according to the following scheme: 1) In case the full amount owed is paid at any time during the first 3 years of the credit, a commission of 3% calculated on the total outstanding balance at the time of payment must be paid. 2) In case of a partial payment or extraordinary payment at any time from year 3 until the end of the credit term, a commission of 1.50% calculated on the outstanding balance at the time of payment must be paid. The prepayment fee will not be charged in the following cases: a) The credit is canceled through another credit granted by the bank itself; b) The credit is classified in a risk category C, D, or E at the time of payment; c) The credit is in a state of judicial collection or loan reserve at the time of payment; d) Payment comes from the application of an insurance policy acquired by the debtor and related to the credit.

 

TWELFTH: GUARANTEE. As a guarantee for the payment of the obligations of this loan, the debtor subscribes to a guarantee trust on the following properties:

 

Property number 4-266788-000, located in the province of Heredia, with a land value of ₡2,409,783,320.00 and a construction value of ₡1,717,432,388.00 for a fair market value of ₡4,127,215,708.00; according to appraisal 202-40104026678800-2023-U, dated March 28, 2023, prepared by Civil Engineer Alex Roberto Alvarado Rodríguez, a Bank National de Costa Rica appraiser.

 

 

BANCO NACIONAL

Page 7

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

Property number 2-006877-000, located in the province of Alajuela, with a land value of ₡2,193,361,488.00 and a construction value of ₡4,416,665,096.00 for a fair market value of ₡6,610,026,584.00; according to appraisal 202-20104000687700-2023-U, dated March 29, 2023, prepared by Civil Engineer Alex Roberto Alvarado Rodríguez, a Bank National de Costa Rica appraiser.

 

Property number 2-351297-000, located in the province of Heredia, with a land value of ₡8,519,400,156.00 and a construction value of ₡29,159,109,419.00 for a fair market value of ₡37,678,509,575.00; according to appraisal 202-20104000687700-2023-U, dated March 29, 2023, prepared by Civil Engineer Alex Roberto Alvarado Rodríguez, a Bank National de Costa Rica appraiser.

 

For properties 2-351297-000 and 2-006877-000, it is stipulated that they cannot be released individually as they constitute the same productive unit. If the client requests not to include this limitation, the properties must be unified.

 

The properties are taken with an internal responsibility of 75%.

 

THIRTEENTH: INSURANCE. DAMAGE INSURANCE. During the term of this credit, the debtor undertakes to contract and keep in force insurance against all damages and losses caused by fraud, fault, fortuitous event, and/or force majeure, that the movable or immovable property object of this guarantee and its structures may suffer, through a policy issued by an insurance entity of her free choice, for an amount according to the following detail:

 

Property number 4-266788-000, construction value ₵1,717,432,388.

 

Property number 2-006877-000, land value ₵2,193,361,488.00.

 

Property number 2-351297-000, land value ₵8,519,400,156.00.

 

And to transfer to Banco Nacional de Costa Rica its right to the compensation that the insurer must pay in the event of a loss, through the figure of Mortgage Creditor. The debtor declares to know and accept that the policy must be duly constituted prior to the formalization of the credit and be acquired in colones as the currency in which the appraisal is expressed. In cases where, at the express request of the client, the client wishes to subscribe to the policy in dollars, the client must commit in the legal document to make the adjustments to the policy amount that the Bank requests. The debtor undertakes to expressly and in writing authorize the Bank at the time of the formalization of the credit, so that it can consult and obtain from the insurance company all the information related to the policies referred to in this clause. The authorization must remain valid at all times until the expiration or total payment of this obligation. In case the debtor changes the insurance company, she must inform the Bank and issue a new authorization to the insurance company she has contracted. The insurance company contracted by the debtor must have administrative authorization from the Superintendencia General de Seguros (SUGESE) for its proper operation in the country. The debtor declares to know and accept that, in the event of an uninsured claim, limitations or exclusions imposed by the chosen Insurance Company, Banco Nacional assumes no responsibility. Likewise, the debtor undertakes to keep this insurance in force until the expiration or total payment of this obligation and undertakes to keep the Bank informed, by suitable means, of the periodic renewals she makes of the insurance. Failure to comply with the obligations established in this clause will entitle the Bank to declare the obligation due and demand it in full through legal means. It is established between the parties that, if for any cause or circumstance there is a lack of contracting or renewal of the policies attached to this credit, this does not generate any responsibility for Banco. The debtor declares to know that this obligation is her responsibility. It is also established that any change in the policy must be known to the Creditor and with its approval.

 

 

BANCO NACIONAL

Page 8

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

FOURTEENTH: ADMINISTRATIVE COLLECTION MANAGEMENT. The debtor expressly agrees and accepts that, in case of a delay equal to or greater than five business days in the payment of any of the installments of this obligation, the Bank will be authorized to carry out administrative collection management, directly or through an external company hired for this purpose. In this case, the debtor must pay, as an additional and independent charge from any late payment interest that may apply, an amount equivalent to 5% of the principal installment that is in arrears, as a charge for administrative collection management. The administrative collection management charge may not in any case exceed twelve (12) legal currency dollars of the United States of America or its equivalent in colones according to the selling exchange rate of Banco Nacional de Costa Rica for the date of the charge, and may not be applied more than once a month for each operation.

 

FIFTEENTH: PAYMENT ALLOCATION. The debtor agrees and accepts that the Bank reserves the allocation of all payments made at any time, even after the property given as collateral has been auctioned.

 

SIXTEENTH: EARLY TERMINATION. The debtor agrees and accepts that the non-compliance on her part with any of the terms and conditions stipulated in this document, verified by the creditor or by the supervisory authorities, will give the creditor the right to declare the term expired in advance and demand the total cancellation of the credit through the legal means that correspond, in accordance with the provisions of articles four hundred twenty of the Commercial Code and seventy of the Organic Law of the National Banking System. The Bank is authorized to declare due and execute the obligation in those cases in which any type of circumstance arises, attributable to the debtor, such as but not limited to lawsuit annotations, attachments and rights of any nature, or due to non-payment of taxes, which delay or make it impossible to register with the Public Registry the guarantees constituted in payment of this obligation.

 

SEVENTEENTH: AUTHORIZATION FOR INFORMATION REQUEST. The debtor authorizes the Bank to, before any intermediary of the National Banking System and before the Superintendencia General de Entidades Financieras, request information about the level of indebtedness to establish financial capacity as stipulated in article sixty-five of the Organic Law of the National Banking System. The debtor agrees and accepts that any false data that can be verified from the provided information, corroborated by the creditor before the mentioned entities, will have the following consequences: A) If the credit has already been approved, the Creditor will suspend the disbursement or disbursements of the loan if it has not been delivered. B) If the disbursement of the loan has been delivered, it will be a cause for early maturity of the credit term, and the creditor may collect it through the legal means that correspond. C) Not receiving the services provided by the Bank and its conglomerate. D) It will be a cause of loss of the expenses incurred for the credit processing. Also, the debtor expressly states that she has been informed in detail of the rights established in articles four to seven of the Law for the Protection of the Person Regarding the Treatment of their Personal Data, regarding access, rectification, and cancellation of her personal data.

 

 

BANCO NACIONAL

Page 9

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

EIGHTEENTH: AUTHORIZATION FOR INFORMATION TREATMENT. I authorize Banco Nacional de Costa Rica to process, collect, store, transfer, and transfer the information of my personal data, including restricted use data. This authorization includes: 1) the possibility of sharing the indicated information with Banco Nacional and the other subsidiaries of the Banco Nacional Conglomerate, existing or future, or with third parties subcontracted by Banco Nacional and its subsidiaries for the management, filing, and updating of records, sending account statements, administrative and judicial collection processes of the Bank (including income and employment information), and to provide me with services as a client of the conglomerate or the subsidiary, including but not limited to credit card contracts, call center services, sales or contracting services of products, marketing, promotions in general, and banking and financial services, collection services, services for transaction security to be carried out or other services through telephone, digital, text messages, email, or any other means that help carry out transactions. Such communications may be for informational purposes, direct selling, data verification, collection, promotion of products, and any other that is considered appropriate to provide by these means. 2) the possibility of sharing the indicated information with Banco Nacional and the other subsidiaries of the Banco Nacional Conglomerate for the purpose of verifying compliance with Law 8204. Furthermore, I expressly and irrevocably authorize Banco Nacional as a supervised entity to access and consult my information at the Credit Information Center (CIC) of the Superintendencia General de Entidades Financieras. Also, this authorization allows the use of the accessed information and that this information may be shared with BN Vital, BN Valores, BN SAFI, and BN Corredora de Seguros to facilitate any credit or business analysis to be carried out by the indicated entities, including for the offering of services, commercial and/or financial products. Finally, I accept that I have been informed and accept that the non-delivery of the requested information may cause the rejection of my application or not receiving the services provided by the company and its conglomerate, and that I can exercise the rights of access, rectification, and cancellation established by law.

 

NINETEENTH: VERIFY FINANCIAL SITUATION. So that the Bank can verify the financial situation of the debtor, she undertakes to provide, during the term of this credit, the necessary accounting information to give a truthful and timely follow-up to the economic, financial, and administrative situation, as well as to provide all facilities for the Bank’s officials to exercise proper credit control. It is understood that, for financial monitoring purposes, the client must present the required information, as established by the SUGEF 1-05 regulation.

 

Post Formalization:

 

1.Transfer the collection of rental amounts to BNCR accounts in the name of the applicant to increase the client’s connection with the bank, enhance resource collection, and mitigate the risk of non-payment through automatic debit. A period of 12 months is granted from formalization to complete the transfer. In case of non-compliance, a coercive measure of 2pp will be applied.
   
2.A 12-month period is granted from formalization for the presentation of emergency plans for both campuses, complying with SARAS requirements. In case of non-compliance, a coercive measure of 2pp will be applied.
   
3.The operating permit from the Ministry of Health and the commercial license for the offices where the administrative area of the company operates must be submitted. A period of 3 months is granted from formalization for submission. In case of non-compliance, a coercive measure of 2pp will be applied.

 

TWENTIETH: NOTIFICATION OF CREDIT ASSIGNMENT: The credit assignment must be notified to the debtor through a notarial deed, certified letter, or another authentic or easily verifiable form.

 

The debtor acknowledges and accepts that the credit may be assigned by the creditor without the need for notification, in cases outlined by articles 491 of the Commercial Code and 1104 of the Civil Code.

 

These operations are exempt from stamp duty and taxes, and notarial fees will be agreed upon by the parties.

 

 

BANCO NACIONAL

Page 10

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

CORPORATE TAX: The debtor acknowledges the obligation to pay corporate tax as stipulated in Law 9428 - Corporate Tax. The bank may verify the compliance status of this obligation at any time, even requiring the client to annually provide proof by March 31 of the year following the fiscal period (January 1 to December 31). Non-compliance or failure to present the corresponding proof may result in the bank declaring the credit due and payable.

 

TRANSPARENCY AND BENEFICIAL OWNERSHIP REGISTER: The debtor declares awareness of the obligation to provide information as per Law 9416 to enhance the fight against tax fraud and Regulation of the Transparency and Beneficial Ownership Register No. 41040-H.

 

The debtor commits to supplying information as per citation norms and unequivocally agrees to submit the proof issued by the Transparency and Beneficial Ownership Register to the bank, verifying the information’s presentation.

 

The proof must be presented to the bank within a maximum period of 5 business days from the last day of the deadline for filing the declaration with the Transparency and Beneficial Ownership Register, in accordance with guidelines established by the competent authority. Failure to provide information or present the proof within the specified period authorizes the bank to declare the obligation due and payable in advance.

 

TWENTY-FIRST: CONTRACTUAL DOMICILE AND OTHERS: For the purposes of the provisions of the second chapter of Law on Judicial Notifications number 8687 of December 4, 2008, published in the Official Gazette on January 29, 2009, the debtor, co-debtor, property owner consenting to the encumbrance, guarantors, and other obligors in this credit indicate the following as the contractual domicile for judicial notifications: the debtor - Latam Logistic CR Propco Alajuela 1 S.R.L., with an address in the province of San José, Santa Ana canton, Pozos district, Forum Uno business center, Building C office 1C1. All parties declare their awareness and acceptance that the judicial resolutions provided for in Article 19 of the aforementioned Law on Judicial Notifications will be notified to the indicated domiciles. They state that the specified domiciles for receiving notifications are real, existing, and correctly recorded. They further declare that, in the case of individuals, these addresses correspond to their residence, and in the case of legal entities, the addresses correspond to their real corporate or headquarters address. In the event of any changes after the date of this document, they undertake to communicate the change in writing to the creditor. They also declare their understanding and express acceptance that, if the contractual domiciles for judicial notifications have changed and the change of address has not been communicated in writing to the creditor, or if the person to be notified is not found at the originally specified location, or if it is permanently closed or uncertain, imprecise, or nonexistent, the notifier will record this, and without further procedure, a legal representative will be appointed for them.

 

The debtor acknowledges and accepts that, as this credit constitutes a commercial obligation, there is no need for a payment demand for the obligation to be considered in default, in accordance with Article 418 of the Commercial Code. The debtor waives the procedures of the executive process and agrees that any collection process will be established and processed in accordance with current procedural law. For these purposes, the simple presentation of the respective certifications and relevant documents will be sufficient in court to establish the date and time of the auction of the property given as collateral. The debtor is obligated in that jurisdiction to pay personal costs, procedural costs, current and overdue interest, and finally, the outstanding principal.

 

The debtor declares that has read and understood the rights and obligations of this contract, and as an express sign of her acceptance, she signs jointly with the Bank in San José on the 28th day of April 2023. According to the debtor, the debtor expressly authorizes this Agreement to be sent to the debtor in electronic format to the following email address: annette@latamlp.com / randall@latamlp.com / jennifer@latamlp.com. In the event that the debtor does not provide an e-mail address, she will be given a printed copy of the contract at this time.

 

 

BANCO NACIONAL

Page 11

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

ANNEX 1

 

Investment Plan  Financed Amount   Client Contribution Amount   Total 
1  CAMC tax liabilities   40,000,174.02    0.00    40,000,174.02 
2  Other expenses   1,282,434.00    0.00    1,282,434.00 
3  Capital Recovery W.   15,415,391.98    0.00    15,415,391.98 
4  GTO TRAM FORM   133,000.00    0.00    133,000.00 
5  Credit Card   25,000.00    0.00    25,000.00 
Total Amount in Colones:   0.00    0.00    0.00 
Total Amount in Dollars:   66,525,000.00    0.00    66,525,000.00 
Percentage of Dollar Participation:   100.00%   0.00%   100.00%
Percentage of Colones Participation:   0.00    0.00%   0.00%

 

 

BANCO NACIONAL

Page 12

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

RUTH MORA HERRERA

 

PUBLIC NOTARY

 

SAN JOSÉ COSTA RICA

 

NOTARIAL CERTIFICATION TWENTY-THREE -TWO THOUSAND TWENTY-THREE

 

RUTH ESTER MORA HERRERA, NOTARY PUBLIC with office open in the city of San José, Vázquez de Coronado, Patalillo, one hundred and fifty meters south of the Venecia hardware store, house six-C, at the request of LATAM LOGISTIC CR PROPCO ALAJUELA UNO Sociedad de Responsabilidad Limitada, I CERTIFY: That the ELEVEN photostatic copies attached to this reason and numbered from one to eleven, which I identify with my seal and signature, are faithful and exact copies of their originals, which I have had in view, and that they correspond to the mercantile loan agreement signed by LATAM LOGISTIC CR PROPCO ALAJUELA UNO Sociedad de Responsabilidad Limitada (debtor) and Banco Nacional de Costa Rica (creditor) for an amount of sixty-six million five hundred thousand dollars net, legal tender of the United States of America, which has been presented to me in original by the Creditor Bank, for the purpose of effecting this act. The undersigned Notary hereby declares that the signatures affixed to said copies were recorded in my own handwriting and that the white seal that appears is the one registered with the National Registry of Notaries. I issue this certification in accordance with article one hundred and ten of the Notarial Code, and the related articles of the Guidelines for the Exercise and Control of the Notarial Service, published in scope number ninety-three, of the Official Gazette La Gaceta, number ninety-seven, of May twenty-two, two thousand and thirteen, at the request of LATAM LOGISTIC CR PROPCO ALAJUELA UNO Sociedad de Responsabilidad Limitada, at eight o’clock on the eleventh day of May, two thousand and twenty-three. I add and pay the law stamps. This certification is number TWENTY-THREE-TWO THOUSAND TWENTY-THREE, in my consecutive certification.

 

 

 

 

EX-10.14 5 ex10-14.htm

 

Exhibit 10.14

 

Code: RE20-PR19JU01
Page 1 of 12 Name: Loan Agreement Version: 18

  

The present document is a LOAN AGREEMENT entered into, by and between the BANCO NACIONAL DE COSTA RICA, legal entity identification number 4-000-001021, domiciled in San José, on Fourth Avenue, between First and Third Avenues, hereinafter referred to for the purposes of this contract as the BANK OR CREDITOR, and Latam Propco El Coyol Dos SRL, legal entity identification number 3-102-763049, with domicile in the province of San José, Canton Santa Ana, Pozos district, Forum Uno business center, Building C, Office 1C1, represented in this act by Mrs. Annette Fernandez Pagan, of legal age, married once, financial director, resident of San José, Pozos, Forum I Business Center, Building C, Office 1C1, with residence ID (DIMEX) 184002666420 in her capacity as SPECIAL ATTORNEY, with sufficient powers for this act, SPECIAL POWER valid and granted by public deed at ten minutes past one o’clock on the twenty-seventh of April two thousand twenty-three, recorded on page thirteen verso of volume eight of the protocol of the notary public Alejandro Vargas Yong, identification number one thousand two hundred sixty-one-one hundred six, and, duly authorized and instructed through Act sixteen, which is the resolution of the Extraordinary General Assembly of Partners, held at the social domicile of the company at nine o’clock on the twenty-seventh of April two thousand twenty-three, recorded in public deed six at ten minutes past twelve o’clock on the twenty-seventh of April two thousand twenty-three, visible on page eight of volume eight of the protocol of the notary public Alejandro Vargas Yong, identification number one thousand two hundred sixty-one-one hundred six, hereinafter referred to for the purposes of this contract as the DEBTOR, and collectively as the parties, which will be governed by the Legal System of the Republic of Costa Rica and the following clauses:

 

FIRST: LOAN. The Bank grants the debtor a commercial loan in the amount of $18,500,000.00 (eighteen million five hundred thousand exact dollars, legal currency of the United States of America), received to the complete satisfaction of the debtor.

 

SECOND: TERM. This credit will have a term of 300 months, counted from the signing of this contract, and will mature on the 28th of April 2048 in accordance with the provisions of Article seventy of the Organic Law of the National Banking System.

 

THIRD: INVESTMENT PLAN. The debtor expressly and irrevocably states that the money received from this loan will be used solely and exclusively for:

 

  1. Debt settlement includes a financial amount for a prompt payment commission of USD 264,666.
  2. Capital compensation in the amount of USD 7,547,000 dollars.
  3. Processing and formalization expenses: includes formalization commission and legal expenses.

 

The debtor authorizes the General Superintendence of Financial Entities and the creditor to verify and supervise the final use of the money from this loan, when they deem it necessary and by the means they consider appropriate. If, once the loan is approved, it is demonstrated that the debtor is not complying with any of the components of the approved investment plan, the creditor may temporarily or definitively interrupt the disbursement of funds intended for such purposes, and may even declare the loan prematurely due, depending on the severity of the breach, in accordance with the provisions of Article sixty-four of the Organic Law of the National Banking System.

 

 

Page 2 of 12

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

Credit Classification. Activity: 12 Services, Class: 05 Credit Restructuring, Subclass: 12503 Third-Party Debt Cancellation Operation, Resource Utilization: Transfer, Cap: 12103 Libor Rate.

 

FOURTH: DELIVERY METHOD. Once the legal documents are signed, the process will proceed as follows:

 

  1. Cancellation of processing and formalization fees as detailed in the investment plan.
  2. Cancellation of legal expenses up to the amount of $5000 dollars.
  3. Deposit to the national or international account in favor of the creditor as per the debt certification issued at the disbursement date of this financing. The liability amount is detailed in the investment plan table attached to this contract. If, for any reason, the liability decreases, resulting in a surplus in the amount allocated for its settlement, a direct transfer of funds to the debtor’s account may be made. Alternatively, during the credit analysis process, balance amortization (using own resources) may be executed for any of the debts considered within the investment plan. This must be properly documented, and under no circumstances should the executed transfers exceed the approved credit amount.
  4. In the case of a shortfall, the debtor must contribute the amount at the time of formalization.
  5. The reimbursement of invested capital, amounting to USD 7,547,000, will be made through international transfer or the means indicated by the applicant at the time of formalization to LATAM LOGISTICS PAN HOLOCO EL COYOL II, S.R.L.

 

The debtor declares awareness and acceptance that disbursements for this loan will be made based on the Bank’s fund availability. Possible restrictions from the Government of the Republic or the Bank’s own measures to safeguard minimum financial ratios, especially but not limited to the regulations of the National Council for the Supervision of the Financial System and/or the General Superintendence of Financial Entities, could impact the fund disbursement. The debtor agrees that the Bank is authorized to withhold or suspend the delivery of one or more such partial disbursements if the debtor is not up-to-date with payments for this loan or other direct or indirect credit transactions maintained with the Bank.

 

Before the disbursement of funds for the reimbursement of invested capital:

 

An increase in the amount of installments (share capital) is requested for an amount not exceeding USD $3,700,000 or its equivalent in colones, which must be recorded at the registry level.

 

On the day of the disbursement for reimbursement, a liquidity reserve equivalent to 4 months of the complete installment of this credit operation, totaling USD $480,000, must be established. This reserve aims to cover monthly payments in case of termination of the lease contract with the current tenant, either prematurely or upon expiration of the agreed lease term. This period corresponds to the estimated time for the recovery of the property. The reserve must be maintained as a mitigation measure due to the concentration of a single tenant and can only be liquidated when it is simultaneously demonstrated that there is continuity in the commercial relationship with the tenant (current or new) for a period equal to or greater than 24 months.

 

 

Page 3 of 12

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

If the reserve is used due to contract termination or expiration, and the fulfillment of conditions 1 and 2 is not demonstrated, it must be replenished within a maximum period of 6 months until reaching an amount equivalent to four installments of the financing. The National Bank’s business executive responsible for customer service is tasked with monitoring to keep the reserve active and replenish it in case of use. In case of non-compliance, a coercive measure of a 2pp increase in the interest rate applies. The annual financial monitoring should refer to the reserve balance and the need, or not, to keep it active with the equivalent of 4 installments of the credit, according to the established conditions.

 

FIFTH: REPAYMENT OF THE OBLIGATION. The debtor undertakes to repay its obligation to the creditor over the agreed term through adjustable and consecutive monthly installments, payable in advance, comprising amortization and interest, with the balance due at maturity. These installments, based on today’s prevailing interest rate, amount to approximately $118,067.45 each, except for the final installment, which will be for the remaining balance of the entire obligation at that time. The installment does not include commissions or insurance. The installment amount will vary whenever there is a change in the interest rate. The National Bank of Costa Rica is authorized to debit the specified payments from the current accounts in the name of Latam Propco El Coyol Dos SRL continuously and successively, which will be made on the 5th day of each month. Therefore, they undertake to maintain in the indicated account on the payment date a confirmed available balance at least equal to the amount of the corresponding payments. Any partial or total extraordinary payment must be made on the agreed ordinary payment dates. The debtor declares knowledge and acceptance that the indicated installment amount is not fixed but may vary according to changes in the interest rate, as established in this contract.

 

SIXTH: PLACE OF REPAYMENT OF THE OBLIGATION. The debtor agrees and accepts that all payments in legal tender will be made at any of the bank’s open offices during normal business hours or through electronic means provided by the bank for its clients.

 

SEVENTH: REGULAR INTEREST. The debtor expressly agrees and accepts that the debt will accrue regular annual interest, periodically adjustable, calculated on the outstanding capital, payable monthly in advance, from the date of the signing of this document, according to the following scheme:

 

1) For the period from month 1 to month 12, the interest rate will be fixed at 5.90%.

 

2) For the period from month 13 to month 24, the interest rate will be fixed at 6.20%.

 

3) For the period from month 25 to month 300, the interest rate will be variable and adjustable, consisting of the CME TERM SOFR rate at 3 months plus 1.40 percentage points.

 

The variable interest rate is the result of a fixed factor called the margin and a variable component consisting of the CME TERM SOFR rate at 3 months, calculated and published by the Chicago Mercantile Exchange (CME) and available on the Bloomberg international financial information and transactional platform, which will constitute sufficient evidence of that rate.

 

The interest will be adjusted periodically according to the variations of the CME TERM SOFR rate in accordance with the articles 70 of the Organic Law of the National Banking System and 497 of the Commercial Code. Upon the establishment of this credit, the frequency of interest rate adjustments will be quarterly, but the debtor expressly and irrevocably accepts that the bank may in the future make such adjustments on a monthly, bimonthly, quarterly, semiannual, or annual basis.

 

 

Page 4 of 12

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

The parties expressly agree that in the event of any of the following transition events regarding the CME TERM SOFR rate, the bank will inform the debtor through communication sent to the following email address designated by the debtor annette@latamlp.com / randall@latamlp.com / jennifer@latamlp.com: (1) A public statement or publication of information by or on behalf of the reference rate administrator (or the components used in its calculation) announcing that such administrator has ceased or will cease to provide the reference rate (or the components for its calculation) permanently or indefinitely, provided that, at the time of such statement or publication, there is no replacement administrator that continues to provide the reference rate (or the components for its calculation); (2) A public statement or publication of information by either a local or international regulatory authority or supervisory body, regulating or supervising the reference rate administrator (or the components for its calculation), an insolvency officer with jurisdiction over the reference rate administrator, or a court, entity, or jurisdictional body with authority over the reference rate administrator, establishing that (3) A public statement or publication of information by a local or international regulatory authority or supervisory body with jurisdiction over the reference rate administrator (or the components for its calculation) announcing that such reference rate (or the components for its calculation) is not representative. The debtor understands and agrees that it is its exclusive responsibility to inform the Bank expressly and in writing, signed manually or digitally or through digitally signed email, of any change in the designated email address; otherwise, communications made to the designated medium will be considered valid for all purposes. The debtor will have a maximum period of 90 natural days, counted from the date the Bank notifies the occurrence of any transition events, within which it may exercise the option to pay off the total outstanding balance, under the interest rate conditions then in effect, without any penalty for early payment. This will apply only if the obligation is paid in full. Payments due during the 90-day period, and while the debtor has not exercised the option to pay off the entire obligation, must be made based on the last published CME TERM SOFR rate at 3 months.

 

If, within the established 90-day period, the debtor does not exercise the option to pay off the entire obligation, it expressly and irrevocably accepts that the current interest rate of the credit will be replaced and will, from the end of the 90-day period, be constituted as follows:

 

1) The interest rate for the remaining period from month 1 to month 12, if not completed at the time of substitution, will be fixed at 5.90%.

 

2) The interest rate for the remaining period from month 13 to month 24, if not completed at the time of substitution, will be fixed at 6.20%.

 

3) The interest rate for the remaining period from month 25 to month 300, if not completed at the time of substitution, will be variable and adjustable, consisting of the Interbank Reference Rate (TRI) in dollars at 6 months plus 1.90 percentage points.

 

 

Page 5 of 12

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

The change in the reference interest rate will not affect payments already made during the term of the credit, so it will have no retroactive effects. The variable interest rate is the result of a fixed factor called the margin and a variable component consisting of the Interbank Reference Rate in dollars at 6 months, calculated by the company Proveedor Integral de Precios Centroamerica S.A. (PIPCA) and published on the website www.piplatam.com/Home/filiales?country=CR, of Proveedor Integral de Precios Centroamerica S.A. (PIPCA), as well as on the website of the Central Bank of Costa Rica and the BLOOMBERG financial information system, which constitute sufficient documentary evidence for the verification of that rate. The interest rate will be adjusted periodically according to the variations observed by the variable component at each review, in accordance with the provisions of articles 70 of the Organic Law of the National Banking System and 497 of the Commercial Code. The adjustment of this interest rate will be made semi-annually, but the debtor expressly and irrevocably accepts that the Bank may in the future make such adjustments on a monthly, bimonthly, quarterly, semiannual, or annual basis.

 

Referring to replacing the CME TERM SOFR rate if necessary. In this context, the debtor declares awareness and acceptance that the Bank informed them that the replacement rate available in case of substituting the CME TERM SOFR rate is the Interbank Reference Rate (TRI) in dollars. Likewise, the debtor expressly declares that, prior to the signing of this contract, the Bank provided clear, updated, and sufficient information regarding the CME TERM SOFR rate, including details on how the interest rate is determined and the formula for calculating interest. This information was provided through an informative brochure, the content, and acknowledgment of receipt of which are documented in the credit file. In the same vein, the debtor declares that the Bank expressly informed them of the means through which they could request additional information or address any doubts regarding the CME TERM SOFR rate. In light of the above, the debtor expressly declares that they have chosen to voluntarily and fully inform themselves before acquiring the present credit referenced to the CME TERM SOFR rate.

 

 

Page 6 of 12

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

  

EIGHTH: MODIFICATION OF CURRENT INTEREST: The debtor states that they have been informed and expressly and irrevocably accept that this credit is formalized with the current interest rate established in this contract, considering their credit history and track record with the Bank. This is in accordance with the regulations issued by the General Superintendence of Financial Entities (SUGEF), especially the Regulation for the Qualification of Debtors Agreement SUGEF 01-05. Specifically, for credit operations carried out within the framework of the Banking System for Development, the Regulation on Risk Management and Evaluation of Credit Risk for the Banking System for Development Agreement SUGEF 15-16. These regulations aim to quantify and manage the credit risk of debtors, considering criteria such as the analysis of the ability to pay and the historical payment behavior of debtors. Additionally, they address the level of delinquency in credit obligations, and this information is publicly accessible and can be consulted on the website of the General Superintendence of Financial Entities www.sugef.fi.cr. According to the criteria mentioned above, as of the date of signing this contract, the debtor falls into the risk category A1. In the event that, at any time during the validity of this credit, whether through analysis by SUGEF, Internal Audit, or any of the Bank’s internal control bodies, it is verified that the debtor, for reasons attributable to them, has incurred any of the causes or criteria established in SUGEF regulations resulting in the reclassification of the debtor’s risk category to a higher category than indicated in this clause, the debtor declares that they have been informed and expressly and irrevocably accept that the margin of the credit interest rate will be increased by an additional 2 percentage points, without the need for prior notice or notification. Similarly, the debtor declares that they have been informed and expressly and irrevocably accept that the margin of the interest rate may be increased on the same terms indicated in the following cases: a) The debtor fails to submit the financial information, including but not limited to Financial Statements, Salary Certificate, Certification of Income, within the period and timeframe indicated by the Bank, demonstrating the origin and level of current income of the debtor and other obligated parties, including guarantors, to assess their ability to pay as required by SUGEF. b) The debtor revokes the authorization for the Bank to consult their information with the Credit Information Center (CIC) of SUGEF. c) In case, for reasons attributable to the debtor, it is not possible to make the annotation or registration, as appropriate, with the corresponding Public Registry, of the document constituting the guarantee for this obligation. d) When, due to reasons attributable to the debtor or the owner of the property given as collateral, the Bank cannot carry out follow-up inspections on the property given as collateral or cannot conduct visits to the property to prepare a new appraisal. e) The debtor does not submit the copy of the payment receipt for insurance or renewals of policies with the chosen insurance company, which demonstrates the acquisition and validity of the required policies, presenting the established coverages, and where the Bank is listed as the beneficiary creditor. f) The debtor fails to comply with the investment plan for the credit, modifying the destination or form of exploitation of the property financed by the Bank. In the event that, having applied the increase in the interest rate, for any of the reasons specified in this clause, the debtor regains the risk category they held at the time of granting the credit, or normalizes the situation that led to the increase in the interest rate, provided that no other causal factor for an increase persists, the Bank will adjust the margin of the interest rate from the next interest payment period, according to the frequency agreed upon in this contract Eliminating the applied increase. The debtor declares knowledge and acceptance that this interest rate adjustment will not have retroactive effects, so under no circumstances will the Bank refund sums paid for interest according to the terms of this clause.

 

NINTH: LATE INTEREST. In the event that the debtor falls behind in the payment of the obligations of this credit, they must pay late interest at the same rate as the current interest plus two percentage points. Late interest will be calculated on the amount of the overdue payment, in accordance with the provisions of article seventy of the Organic Law of the National Banking System.

 

TENTH: PAYMENT OF EXPENSES. The debtor agrees and accepts to pay all expenses arising from legal fees, stamps, registration fees, commissions, insurance policies, current and late interests, and any other related to the establishment, registration, execution, and cancellation of this credit operation.

 

ELEVENTH: COMMISSIONS. ADMINISTRATIVE FORMALIZATION EXPENSE COMMISSION. The debtor agrees and accepts to pay the creditor a commission for administrative formalization expenses, payable only once at the time of signing this document, equivalent to 0.20% of the loan amount granted.

 

CREDIT ADMINISTRATION COMMISSION. The debtor agrees and accepts to pay the creditor a credit administration commission of 1%, payable monthly on balances if paid within 5 business days after the date stipulated in the system for the payment of the installment. This commission is exempt in the months or payment dates according to the established frequency if the customer pays their previous installment or at most 5 business days after the agreed payment date.

 

 

Page 7 of 12

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

  

COMMISSION FOR ADMINISTRATIVE EXPENSES FOR DELAYED OPERATIONS AND COUNTING IN JUDICIAL COLLECTION. In the event that the debtor incurs a delay in the payment of the established installments exceeding one business day, they agree to pay the Bank, in addition to the corresponding late interest, the sum of 10 US dollars, or its equivalent in colones at the selling exchange rate of the Banco Nacional de Costa Rica, for commission for administrative expenses due to delay. This payment must be made each time the delay is repeated. Likewise, the debtor expressly agrees and accepts that when, due to the delay in debt payment, it is transferred from administrative to judicial collection, they must pay the creditor an additional commission of 1% calculated on the outstanding capital balance. The commission for transfer to judicial collection, in no case, will be less than 10,000.00 colones nor greater than 250,000.00 colones. This payment must be repeated each time the operation needs to be transferred to judicial collection.

 

COMMISSION FOR EARLY REPAYMENT OF DEBT. The debtor acknowledges and accepts that in the event of early repayment of the debt, i.e., on a date earlier than the agreed-upon maturity date, a commission must be paid according to the following scheme: 1. If, at any time during the first 3 years of the credit, there is a full repayment of the outstanding balance, a commission of 3% calculated on the total balance outstanding at the time of payment must be paid.2. In the case that at any time from year 3 until the end of the credit term, a partial payment or extraordinary payment is made, a commission of 1.50% calculated on the outstanding balance at the time of the payment must be paid. The early repayment commission will not be charged in the following cases: a) The credit is canceled through another credit extended by the bank itself. b) The credit is classified in a risk category C, D, or E at the time of the early repayment. c) The credit is in a judicial foreclosure state or subject to loan reserves at the time of the payment. d) The payment results from the application of an insurance policy acquired by the debtor and related to the credit.

 

TWELFTH GUARANTEE. As a guarantee for the payment of obligations under this loan, the debtor will subscribe to a guarantee trust over the following property:

 

Real property with land registry number 2-122388-F-000, located in the province of Alajuela, with a land value of ₡3,315,150,000.00 and a building value of ₡10,266,126,964.50, resulting in a market value of ₡13,581,276,964.50; according to the appraisal 202-2010201223880F-2023-C, dated April 3, 2023, prepared by Engineer Johan Chaves Calvo, appraiser for the National Bank of Costa Rica.

 

Lines are taken at an internal responsibility of 78%.

 

THIRTEENTH: INSURANCE. DAMAGE INSURANCE. During the term of this credit, the debtor undertakes to contract and maintain valid insurance against all damages and losses caused by willful misconduct, fault, fortuitous event, and/or force majeure that the movable or immovable property subject to this guarantee and its structures may suffer, through a policy issued by an Insurance Entity of their free choice, for an amount according to the following detail:

 

 

Page 8 of 12

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

  

Real estate folio number 2-122388-F-000 construction value for C 10,266,126,964.50

 

And transfer to Banco National de Costa Rica their right to the compensation that the insurer must pay in case of a claim, through the figure of Mortgage Creditor. The debtor declares knowledge and acceptance that the policy must be duly established prior to the formalization of the credit and be acquired in colones since it is the currency in which the appraisal is expressed. In cases where, at the express request of the client, they want to subscribe to the policy in dollars, they must commit in the legal document to make adjustments to the policy amount that the Bank requests. The debtor undertakes to expressly and in writing authorize the Bank at the time of formalization of the credit, so that it can consult and obtain from the insurance company all the information related to the policies referred to in this clause. The authorization must remain valid at all times until the expiration or total payment of this obligation. In case the debtor changes the insurance company, they must inform the Bank and provide a new authorization to the insurance company they have contracted. The insurance company contracted by the debtor must have administrative authorization from the Superintendencia General de Seguros (SUGESE) for its proper operation in the country. The debtor declares knowledge and acceptance that in case of an Uninsured event covered by the contracted policy, limitations, or exclusions imposed by the chosen Insurance Company, Banco National assumes no responsibility. Likewise, the debtor undertakes to keep this insurance in force until the expiration or total payment of this obligation and agrees to keep the Bank informed, by appropriate means, of the periodic renewals they make of the insurance. Failure to comply with the obligations established in this clause gives the Bank the right to declare the obligation due and demand it in its entirety through legal means. It is established between the parties that if, for any reason or circumstance, there is a lack of contracting or renewal of the policies attached to this credit, this does not generate any responsibility for the Bank; as the debtor declares to know that this obligation is their responsibility. Likewise, it is established that any change in the policy must be known to the Creditor and with their consent.

 

FOURTEENTH: ADMINISTRATIVE COLLECTION MANAGEMENT. The debtor expressly agrees and accepts that, in case of a delay equal to or greater than five business days in the payment of any of the installments of this obligation, the Bank will be authorized to carry out administrative collection management, directly or through an external company hired for this purpose. In this case, the debtor must pay, in addition to any late interest that may apply, a sum equivalent to 5% of the overdue principal payment, as a charge for administrative collection management. The charge for administrative collection management may not in any case exceed twelve (12) U.S. dollars or its equivalent in colones according to the selling exchange rate of the Banco Nacional de Costa Rica for the date of the charge, and it cannot be applied more than once a month for each operation.

 

FIFTEENTH: ALLOCATION OF PAYMENTS. The debtor agrees and accepts that the Bank reserves the allocation of all payments made at any time, even after the collateral property has been auctioned.

 

SIXTEENTH: EARLY MATURITY: The debtor agrees and accepts that the non-compliance with any of the terms and conditions stipulated in this document, verified by the creditor or by supervisory authorities, will entitle the creditor to declare the term due in advance and demand the total cancellation of the credit through the legal means that correspond, in accordance with the provisions of articles four hundred and twenty of the Commercial Code and seventy of the Organic Law of the National Banking System. The Bank is authorized to declare the obligation due and execute it in cases where any circumstances attributable to the debtor arise, such as but not limited to legal actions, attachments, and rights of any nature, or due to the non-payment of taxes, which delay or prevent the registration of the guarantees constituted in payment of this obligation before the Public Registry.

 

 

Page 9 of 12

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

  

SEVENTEENTH: AUTHORIZATION FOR INFORMATION REQUEST. The debtor authorizes the Bank to request information on the level of indebtedness from any intermediary of the National Banking System and from the Superintendencia General de Entidades Financieras to establish financial capacity as stipulated in Article sixty-five of the Organic Law of the National Banking System. The debtor agrees and accepts that any false information that can be verified from the provided information, corroborated by the creditor before the mentioned entities, will have the following consequences: A) If the credit has already been approved, the Creditor suspends the disbursement or disbursements of the loan if it has not been delivered. B) If the disbursement of the loan has been delivered, it will be a cause for early maturity of the credit term, and the creditor may collect it through the legal means that correspond. C) Not receiving the services provided by the Bank and its conglomerate. D) It will be a cause for the loss of the expenses incurred for the credit processing. Likewise, the debtor expressly states that they have been informed in detail about the rights established in Articles four to seven of the Law for the Protection of the Individual Regarding the Processing of Their Personal Data, regarding access, rectification, and cancellation of their personal data.

 

EIGHTEENTH: AUTHORIZATION FOR INFORMATION PROCESSING. I authorize Banco Nacional de Costa Rica to process, collect, store, transfer, and transfer information about my personal data, including restricted use data. This authorization includes: 1) the possibility of sharing the indicated information with Banco Nacional and other subsidiaries of the Banco Nacional conglomerate, existing or future, or with third parties subcontracted by Banco Nacional and its subsidiaries for the management, archiving, and updating of files, sending statements, administrative and judicial collection processes of the Bank (including income and employment information), and to provide me with services as a client of the conglomerate or subsidiary, including but not limited to credit card contracts, call center services, sales or contracting services for products, marketing, promotions in general, and banking and financial services, collection services, services for transaction security to be carried out or other services through telephone, digital, text messages, email, or any others that help carry out transactions. These communications may be for informative purposes, direct sales, data verification, collection, promotion of products, and any other that is considered appropriate to provide through these means. 2) the possibility of sharing the indicated information with Banco Nacional and other subsidiaries of the Banco Nacional conglomerate for the purpose of verifying compliance with Law 8204. Furthermore, I expressly authorize and irrevocably authorize Banco Nacional to access and consult my information in the Credit Information Center (CIC) of the Superintendencia General de Entidades Financieras as a supervised entity. Likewise, this authorization allows the use of the accessed information and that such information may be shared with BN Vital, BN Valores, BN SAFI, and BN Corredora de Seguros to facilitate any credit or business analysis to be carried out by the indicated entities, even for the offering of services, commercial and/or financial products. Finally, I accept that I have been informed and accept that the non-delivery of the requested information may result in the rejection of my application or not receiving the services provided by the company and its conglomerate, and that I can exercise the rights of access, rectification, and cancellation established by law.

 

 

Page 10 of 12

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

  

NINETEENTH: VERIFY FINANCIAL SITUATION. So that the Bank can verify the financial situation of the debtor, the latter undertakes to provide, during the term of this credit, the necessary accounting information to give a truthful and timely follow-up to the economic, financial, and administrative situation, as well as to provide all the facilities for the Bank’s officials to exercise adequate control over the credit. It is understood that, for financial monitoring purposes, the client must present the required information, as established by the SUGEF 1-05 regulation.

 

Post-Formalization:

 

Carry out the transfer of the collection of rental amounts to accounts at BNCR in the name of the applicant, with the aim of increasing the client’s connection with the bank, increasing resource capture, and mitigating the risk of default through automatic debit. A period of 12 months is granted to carry out the transfer. In case of non-compliance, a coercive measure of 2pp in the interest rate will be applied.

 

The applicant must present the operating permit from the Ministry of Health and the commercial patent for the offices where the administrative area of the company operates. A period of 12 months is granted for the transfer. In case of non-compliance, a coercive measure of 2pp in the interest rate will be applied.

 

TWENTIETH: NOTIFICATION OF CREDIT ASSIGNMENT. For the purposes of articles 483 and 1104 of the Civil Code and 491 of the Commercial Code, the assignment of credit must be notified to the debtor by notarial diligence, certified letter, or another authentic or easily verifiable form. The debtor acknowledges and accepts that they have been informed that this credit may be assigned by the creditor, without the need for notification, in the cases contemplated by subsections a) and b) of article 491 of the Commercial Code, as well as numeral 1104 of the Civil Code, which expressly states: “a) Guarantee the issuance of securities through public offering. b) Constitute the assets of a company, with the purpose that it issues securities that can be offered publicly and whose amortization and interest services are guaranteed with said asset. The assignment will be valid from its date, as stated in the public document of a certain date. These operations will be exempt from all stamp duties and taxes, and notarial fees will be agreed upon by the parties.

 

CORPORATE TAX. The debtor acknowledges and accepts that they are subject to the payment of corporate tax as provided in Law 9428 - CORPORATE TAX. Therefore, they undertake to stay current on the payment of said tax. At any time, the Bank may verify the status of compliance with this obligation, even requiring the client to annually deliver by no later than March 31 of the following year to the fiscal period for collection (which includes between January 1 and December 31 of each year), the receipt or document evidencing that the payment was made. In case the legal entity is in arrears or has not submitted the corresponding receipt to the Bank, the Bank may declare the credit due and payable.

 

TRANSPARENCY AND BENEFICIAL OWNERSHIP REGISTER. The debtor declares to know and accept that they are subject to the obligation to provide information established in Law 9416 to improve the fight against tax fraud and Regulation of the transparency and beneficial ownership register No. 41040-H. Therefore, they undertake to comply with the provision of information in the terms of the rules cited and expressly and irrevocably undertake to submit to the Bank the receipt issued by the Transparency and Beneficial Ownership Register, where the presentation of the information is verified. The receipt must be submitted to the Bank within a maximum period of 5 business days from the last day of the deadline for the submission of the declaration to the Transparency and Beneficial Ownership Register, in accordance with the guidelines established by the competent authority. In case of non-compliance with the obligation to provide information or not submitting the receipt of the declaration to the Bank within the established period, the Bank is authorized to declare the present obligation due and payable in advance.

 

 

Page 11 of 12

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

  

TWENTY-FIRST: CONTRACTUAL DOMICILE AND OTHERS. For the purposes established in the second chapter of the Law of Judicial Notifications number 8687, of December 4, 2008, published in the Gazette of January 29, 2009, the debtor, the co-debtor, the owner consenting to the encumbrance, the guarantors, and other obligors in this credit, state as the contractual domicile to attend judicial notifications the following: the debtor: Latam Propco El Coyol Dos SRL, with domicile in the province of San José, district Santa Ana, Pozos district, Forum Uno business center, building C office 1C1.

 

All parties declare that they are aware of and accept that the judicial resolutions provided for in Article nineteen of the aforementioned Law on Judicial Notifications will be notified to them at the designated addresses. All parties declare that the addresses for receiving notifications mentioned above are real and existing and have been accurately provided. Likewise, they declare that, in the case of natural persons, these addresses correspond to their residential address, and in the case of legal persons, the addresses indicated correspond to their actual domicile or headquarters. In the event that these change after the date of this document, they undertake to communicate the change in writing to the creditor. They also declare that they understand and expressly accept that, in the event that the contractual addresses indicated here for receiving judicial notifications have changed and the change of address has not been communicated in writing to the creditor, or if the person to be notified is not located at the originally designated place, or if it is permanently closed or proves to be uncertain, imprecise, or nonexistent, the notifier will record this, and without further proceedings, a legal representative will be appointed. The debtor declares that they are aware of and accept that, as this credit constitutes a commercial obligation, no payment demand is necessary for the obligation to be considered in default, in accordance with the provisions of Article 418 of the Commercial Code. The debtor waives the procedures of the executive process and agrees that any debt collection process will be established and processed in accordance with current procedural law. For these purposes, the simple presentation of the respective certifications and relevant documents will be sufficient for the judicial authorities to set the date and time for the auction of the property provided as collateral. The debtor is obligated in said forum to pay personal costs, procedural costs, current and overdue interest, and finally, the principal amount owed.

 

The debtor declares that they have read and understood the rights and obligations of this contract, and in a clear sign of acceptance, signs together with the Bank on the 28th day of April 2023. The debtor expressly authorizes that this contract be sent to them in electronic format to the following email address: annette@latamlp.com / randall@latamlp.com / jennifer@latamlp.com. In the event that the debtor does not provide an email address, a printed copy of the contract is hereby delivered to them.

 

By the BANK   The Debtor/Legal Representative
     
     
     
By/Banco Nacional de Costa Rica 4-000-00102, Grace Usaga Delgado with ID card number 7-0121-0109, employer 9765   By/ Latam Propco El Coyol Dos S.R.L., with legal entity identification 3-102-763049, Annette Fernández Pagan, with residency card (DIMEX) 184002666420, Legal Representative.

 

 

Page 12 of 12

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

  

ANNEX 1

 

Investment Plan

Financial Table
Investment Plan (summary)  Loan amount   Client Contribution Amount   Total 
1  CAMC tax liabilities   10,905,000.00    0.00    10,905,000.00 
2  Expenses   48,000.00    0.00    48,000.00 
3  Capital Recovery W.   7,547,000.00    0.00    7,547,000.00 
4  Credit Card   20,000.00    0.00    20,000.00 
   Total Amount in Colones:   0.00    0.00    0.00 
   Total Amount in Dollars:   18,520,000.00    0.00    18,520,000.00 
   Percentage of Dollar Participation:   100.00%   0.00%   100.00%
   Percentage of Colones Participation:   0.00    0.00%   0.00%

 

 

 

EX-10.15 6 ex10-15.htm

 

Exhibit 10.15

 

Name: Loan Agreement Code: RE20-PR19JU01
Page 1 of 11 Version: 18

 

The following is a LOAN AGREEMENT entered into, on one hand, by the BANCO NACIONAL DE COSTA RICA, legal entity identification number 4-000-001021, domiciled in San José, on Fourth Avenue, First and Third Streets, hereinafter referred to as the BANK OR LENDER for the purposes of this contract, and, on the other hand, LATAM PROPCO BODEGAS SAN JOAQUÍN SRL, legal identification number 3-102-778703, with a registered address in the province of San José, Santa Ana Canton, Pozos District, Forum Uno business center, Building C, Office 1C1, represented in this act by Mrs. Annette Fernandez Pagan, of legal age, married once, financial director, residing in San José, Pozos, Forum I Business Center, Building C, Office 1C1, with residence ID (DIMEX) 184002666420, acting in her capacity as SPECIAL ATTORNEY, with sufficient powers for this act, SPECIAL POWER OF ATTORNEY in force, granted by public deed at twelve-fifteen on April twenty-seven, two thousand twenty-three, recorded on page fifteen in volume eight of the protocol of the public notary Alejandro Vargas Yong, ID number one-thousand two hundred sixty-one-two hundred six, and duly authorized and instructed by means of Minute twenty-one, which is the resolution of the Extraordinary General Assembly of Partners, held at the company’s registered office at ten o’clock on April twenty-six, two thousand twenty-three, protocolized in public deed at twelve-thirty on April twenty-seven, two thousand twenty-three, visible on page eleven reversed in volume eight of the protocol of the public notary Alejandro Vargas Yong, ID number one-thousand two hundred sixty-one-two hundred six, hereinafter collectively referred to as the DEBTOR, and individually as the parties, which shall be governed by the Legal System of the Republic of Costa Rica and the following clauses.

 

FIRST: LOAN. The Bank grants the debtor a commercial loan in the amount of $15,360,000.00 (fifteen million three hundred sixty thousand dollars, legal currency of the United States of America), received to the complete satisfaction of the debtor.

 

SECOND: TERM. This credit shall have a term of 300 months from the signing of this contract and shall mature on April 28, 2048, in accordance with the provisions of Article seventy of the Organic Law of the National Banking System.

 

THIRD: INVESTMENT PLAN. The debtor expressly and irrevocably declares that the money received from this loan will be used solely and exclusively for:

 

1. Debt cancellation, including the amount to be financed for early payment commission of USD$188,915.00 dollars.

 

2. Processing and formalization expenses: including formalization commission and legal fees.

 

3. Recovery of Invested Capital.

 

The debtor authorizes the General Superintendence of Financial Entities and the creditor to verify and supervise the final use of the money from this loan, when they deem it necessary and by the means they consider appropriate. If, once the loan is approved, it is demonstrated that the debtor is not complying with any of the components of the approved investment plan, the creditor may temporarily or definitively interrupt the disbursement of funds intended for such purposes, and may even declare the loan due in advance, according to the seriousness of the breach, in accordance with the provisions of Article sixty-four of the Organic Law of the National Banking System.

 

 

Page 2 of 11

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

  

Credit Classification: Activity: 12 Services, Class: 05 Credit Restructuring, Subclass: 12503 Third-Party Debt Cancellation Operation, Use of Funds: Transfer. Limit: 12103 Libor Rate.

 

FOURTH: DELIVERY METHOD. Once the processing and formalization expenses are deducted, and upon presentation by the debtor of the certificate(s) of debt owed to the Bac San José creditor, the credit proceeds will be disbursed as follows:

 

  1. Deposit to a national or international account in favor of the creditor according to the debt certification issued on the date of disbursement of this financing. The amounts of each liability are detailed in the investment plan table in the annex to this contract. If, for any reason, any of the liabilities decreased, and this generates a remainder in the amount, use such remainder to apply to the operation with a higher balance, always respecting the maximum financing amount.
     
  2. Resources MAY be transferred directly to the debtor’s account when, during the credit analysis process, balance amortization (using own resources) is executed for any of the debts considered within the investment plan. This must be properly documented, and under no circumstances should the executed transfers exceed the approved credit amount.
     
  3. The reimbursement of invested capital will be transferred into the current account designated by the applicant. Alternatively, at the time of formalization, a cashier’s check will be issued in her favor if desired.
     
  4. Once the transactions are settled or any refund is generated for the debtor, any surplus is applied as an extraordinary payment or eliminates the pending disbursement. In the case of shortages for total cancellation, the debtor must provide the necessary funds.

 

FIFTH: OBLIGATION PAYMENT. The debtor acknowledges that they have been informed and agrees that disbursements under this loan will be made based on the Bank’s fund availability. This is due to potential restrictions imposed by the Government of the Republic or the Bank’s own measures to safeguard minimum financial ratios set by regulatory bodies, notably, but not limited to, the regulations of the National Council for the Supervision of the Financial System and/or the General Superintendence of Financial Entities. The debtor agrees and accepts that the Bank is authorized to withhold or suspend the delivery of one or more such partial disbursements if she is not up to date with payments, both for this loan and other direct or indirect credit transactions maintained with the Bank. In the fifth clause, the debtor agrees to fulfill the obligation to the creditor over the agreed-upon term through monthly adjustable and consecutive installments. These payments, covering both principal and interest, are payable in advance and amount to approximately $98,027.90 each, except for the final installment, which will be for the remaining balance of the entire obligation at that time. Commissions and insurance are not included in each installment, and the installment amount will vary with changes in the interest rate. The National Bank of Costa Rica is authorized to debit the stipulated payments continuously and successively from the current accounts held by LATAM Propco Bodegas San Joaquín SRL. These payments will be made on the 5th day of each month. Therefore, they commit to maintaining a confirmed available balance in the specified account on the payment date, at least equal to the amount of the corresponding payments. Any extraordinary partial or total payment must be made on the agreed-upon ordinary payment dates. The debtor acknowledges and accepts that the indicated installment amount is not fixed and may vary based on changes in the interest rate, as outlined in this contract.

 

 

Page 3 of 11

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

  

SIXTH: PLACE OF PAYMENT OF THE OBLIGATION. The debtor agrees and accepts that any payment in legal tender will be made at any of the bank’s open offices during regular business hours or through the electronic means that the bank makes available to its customers.

 

SEVENTH: REGULAR INTEREST. The debtor expressly agrees that the debt will accrue annual current interest, periodically adjustable and calculated on the outstanding principal balances. These interest payments are due monthly, in advance, starting from the date of the subscription of this document, according to the following scheme:

 

l) For the period covering month 1 to month 12, the interest rate will be a fixed 5.90%.

 

2) For the period covering month 75 to month 24, the interest rate will be a fixed 6.20%.

 

3) For the period covering month 25 to month 300, the interest rate will be variable and adjustable, constituted by the CME TERM SOFR rate with a 3-month term plus 1.40 percentage points.

 

The variable interest rate is the result of a combination of a fixed factor called a margin and a variable component constituted by the CME TERM SOFR rate with a 3-month term, which is calculated and published by the Chicago Mercantile Exchange (CME) and appears on the international financial and transactional information platform Bloomberg. This will serve as sufficient evidence to verify that rate.

 

The interest will be periodically adjusted according to variations in the CME TERM SOFR rate in accordance with the provisions established in articles 70 of the Organic Law of the National Banking System and 497 of the Commercial Code. Upon the establishment of this credit, the periodicity of the interest rate adjustment will be quarterly. However, the debtor expressly and irrevocably accepts that the Bank may, in the future, make this adjustment on a monthly, bimonthly, quarterly, semiannual, or annual basis.

 

The parties expressly agree that in the event of any of the following transition events regarding the CME TERM SOFR rate, the Bank will inform the debtor via communication sent to the designated email address: annette@latamlp.com / randall@latamlp.com / jennifer@latamlp.com: (1) A public declaration or publication of information by or on behalf of the reference rate administrator (or the components used in its calculation) announcing that such administrator has permanently or indefinitely ceased or will cease to provide the reference rate (or the components for its calculation), provided that, at the time of such declaration or publication, there is no replacement administrator that continues to provide the reference rate (or the components for its calculation). (2) A public declaration or publication of information by either a local or international regulatory entity or supervisory body regulating or overseeing the reference rate administrator (or the components for its calculation), an insolvency officer with jurisdiction over the reference rate administrator, or a court, entity, or jurisdictional body with authority over the reference rate administrator, stating that the reference rate administrator has permanently or indefinitely ceased or will cease to provide the reference rate (or the components for its calculation), provided that, at the time of such declaration or publication, there is no replacement administrator that continues to provide the reference rate (or the components for its calculation). (3) A public declaration or publication of information by a local or international regulatory entity or supervisory body with jurisdiction over the reference rate administrator (or the components for its calculation) announcing that such reference rate (or the components for its calculation) is not representative. The debtor understands and accepts that it is its exclusive responsibility to inform the Bank expressly and in writing, signed in manuscript or digital form or by digitally signed email, of any change in the designated address; otherwise, communications made to the address provided here will be considered valid for all purposes. The debtor will have a maximum period of 90 calendar days, counted from the date the Bank notifies them of the occurrence of any transition events, within which they may choose to cancel the total outstanding balance, under the interest rate conditions then in effect, without any penalty for early payment. This will apply only if the obligation is fully canceled. Payments that must be made during the established 90-day period, and while the debtor has not exercised the option to cancel the entire obligation, must be made using the last published CME TERM SOFR rate for 3 months as a reference.

 

 

Page 4 of 11

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

If, within the established 90-calendar-day period, the debtor does not exercise the option to cancel the entire obligation, they expressly and irrevocably accept that the current interest rate of the credit will be replaced and will, starting from the completion of the 90-calendar-day period, be constituted as follows:

 

1) The interest rate for the remaining period covering month 1 to month 12, if it has not been completed at the time of substitution, will be a fixed 5.90%.

 

2) The interest rate for the remaining period covering month 13 to month 24, if not completed at the time of substitution, will be a fixed 6.20%.

 

3) The interest rate for the remaining period covering month 25 to month 300, if not completed at the time of substitution, will be variable and adjustable, and will be constituted by the Interbank Reference Rate (TRI) in dollars at 6 months, plus 1.90 percentage points.

 

The change in the reference interest rate will not affect payments already made during the credit’s validity, and it will not have retroactive effects. The variable interest rate is the result of the combination of a fixed factor called the margin and a variable component constituted by the Interbank Reference Rate (TRI) in dollars at 6 months, calculated by the firm Proveedor Integral de Precios Centroamérica S.A. (PIPCA). This rate is published on the website www.piplatam.com/Home/filiales?country=CR, of Proveedor Integral de Precios Centroamérica S.A. (PIPCA), as well as on the website of the Central Bank of Costa Rica and on the BLOOMBERG financial information system, which will serve as sufficient evidence to verify this rate.The interest rate will be periodically adjusted based on the variations observed in the variable component at each review, in accordance with the provisions of articles 70 of the Organic Law of the National Banking System and 497 of the Commercial Code. The adjustment of this interest rate will be made semi-annually, but the debtor expressly and irrevocably accepts that the Bank may, in the future, make this adjustment on a monthly, bimonthly, quarterly, semi-annual, or annual basis.

 

The debtor agrees and accepts that in the event the credit is governed by the substituted rate, no notification or notice will be necessary, nor the signing of additional documents to this contract. Therefore, the application of the substituted rate will be automatic. The debtor expressly declares that, prior to signing this contract, the Bank informed them about the possibility that the CME TERM SOFR rate governing this credit may cease to be calculated and published during the contract’s validity period. The debtor also acknowledges the need, arising from the above, to provide in the contract a reference rate to substitute the CME TERM SOFR rate if necessary. The debtor declares to know and accept that the Bank informed them that the available substitution rate for the CME TERM SOFR is the Interbank Reference Rate (TRI) in dollars. Furthermore, the debtor expressly declares that, before signing this contract, the Bank provided them with written, clear, updated, and sufficient information about the CME TERM SOFR rate, including information about how this rate is determined, and the interest calculation formula, through the delivery of an Information Brochure. The content and acknowledgment of receipt by the debtor are recorded in the credit file. In the same sense, the debtor declares that the Bank explicitly informed them of the means through which they could request additional information or address any doubts regarding the CME TERM SOFR rate. Therefore, the debtor expressly states that they have decided to voluntarily and fully informedly acquire this credit referenced to the CME TERM SOFR rate.

 

 

Page 5 of 11

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

EIGHTH: MODIFICATION OF CURRENT INTEREST RATES: The debtor states that she has been informed and expressly and irrevocably accepts that this loan is formalized with the current interest rate established in this contract, considering her credit history and track record with the Bank, and in accordance with the regulations issued by the Superintendency of Financial Institutions (SUGEF), especially the Regulation for the qualification of debtors Agreement SUGEF 01-05, and for the specific case of credit operations carried out within the framework of the Banking System for Development, the Regulation on credit risk management and evaluation for the Banking System for Development Agreement SUGEF 15-16, which develops the general framework for credit risk management of operations carried out under Law 9274 and its Regulation. These rules aim to quantify and manage the credit risk of debtors, including criteria for analyzing the ability to pay and the historical payment behavior of debtors, as well as the level of delay in the payment of credit obligations, and constitute publicly accessible information that can be consulted on the website of the Superintendency of Financial Institutions www.sugef.fi.cr. According to the criteria, as of the signing of this contract, the debtor is classified in the following risk category A1. In the event that, at any time during the term of this loan, whether through analysis by SUGEF, Internal Audit, or any of the internal control bodies of the Bank, it is verified that the debtor, for reasons attributable to her, has incurred in any of the causes or criteria provided for in SUGEF regulations, resulting in the reclassification of the debtor’s risk category to a higher category than indicated in this clause, she declares that she has been informed and expressly and irrevocably accepts that the margin of the loan’s interest rate will increase by an additional 2 percentage points to what was agreed, without the need for prior notification or notice. In the same sense, the debtor declares that she has been informed and expressly and irrevocably accepts that the margin of the interest rate may be increased under the same terms indicated, in the following cases: a) The debtor fails to fulfill her obligation to submit financial information, including but not limited to Financial Statements, Salary Certificate, Income Certification, within the timeframe and period specified by the Bank, where she demonstrates the origin and level of her current income and that of other obligated parties, including guarantors, in order to assess their repayment capacity as required by SUGEF. b) The debtor revokes the authorization for the Bank to consult her information with the Credit Information Center (CIC) of SUGEF. c) In case, due to reasons attributable to the debtor, it is not possible to make the annotation or registration, as applicable, before the corresponding Public Registry, of the document establishing the collateral for this obligation. d) When, due to reasons attributable to the debtor, or the owner of the property provided as collateral, the Bank cannot carry out follow-up inspections on the property provided as collateral or cannot carry out visits to the property to create a new appraisal. e) The debtor does not submit a copy of the payment receipt for insurance or renewals of policies with the chosen insurance company, demonstrating the acquisition and validity of the required policies, presenting the established coverages, and where the Bank is identified as the beneficiary creditor. f) The debtor fails to comply with the investment plan of the loan, modifying the purpose or manner of exploitation of the property financed by the Bank. In the event that, having applied the increase in the interest rate for any of the causes provided in this clause, the debtor recovers the risk category she held when the loan was granted, or regularizes the situation that led to the interest rate increase, provided that there is no other cause for an increase as provided herein, the Bank will adjust the margin of the interest rate, starting from the next interest payment period, according to the frequency agreed upon in this contract, eliminating the applied increase. The debtor declares to be aware and accepts that this adjustment of the interest rate will not have retroactive effects, so under no circumstances will the Bank reimburse sums paid as interest under the terms of this clause.

 

 

Page 6 of 11

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

NINTH: DEFAULT INTEREST. If the debtor is delayed in the payment of the obligations of this loan, they must pay default interest at the same rate as the current interest plus two percentage points. Default interest will be calculated on the amount of the overdue payment, in accordance with the provisions of Article Seventy of the Organic Law of the National Banking System.

 

TENTH: PAYMENT OF EXPENSES. The debtor agrees and accepts to pay all expenses arising from legal fees, stamps, registration fees, commissions, insurance policies, current and default interest, and any other related to the establishment, registration, execution, and cancellation of this credit transaction.

 

ELEVENTH: COMMISSIONS. ADMINISTRATIVE FORMALIZATION EXPENSE COMMISSION. The debtor agrees and accepts to pay the creditor a commission for administrative formalization expenses, for a one-time payment at the time of signing this document, equivalent to 0.20% of the loan amount granted.

 

CREDIT ADMINISTRATION COMMISSION. The debtor agrees and accepts to pay the creditor a credit administration commission of 1%, payable monthly on balances if paid within 5 business days after the date stipulated in the system for payment of the installment. This commission is exempted in the months or payment dates as per the established frequency if the customer pays her installment prior or at most 5 business days after the agreed payment date.

 

COMMISSION FOR ADMINISTRATIVE EXPENSES FOR DELAYED OPERATIONS AND TRANSFER TO JUDICIAL COLLECTION. In the event that the debtor incurs a delay in the payment of the established installments exceeding one business day, she agrees that, in addition to the corresponding default interest, she must pay the Bank the sum of 10 U.S. dollars, or its equivalent in colones at the selling exchange rate of Banco Nacional de Costa Rica, as a commission for administrative expenses due to delay. This payment must be made each time the delay occurs. Likewise, the debtor expressly agrees that when, due to the delay in debt payment, it is transferred from administrative collection to judicial collection, she must pay the creditor an additional commission of 1% calculated on the outstanding capital balance. The commission for transfer to judicial collection will in no case be less than 10,000.00 colones nor greater than 250,000.00 colones. This payment must be repeated each time the operation needs to be transferred to judicial collection.

 

COMMISSION FOR EARLY REPAYMENT OF THE DEBT. The debtor acknowledges and accepts that in the event of early repayment of the credit, i.e., on a date prior to the agreed maturity date, she must pay a commission according to the following scheme: 1) In case the full amount owed is paid at any time during the first 3 years of the credit, a commission of 3% calculated on the total outstanding balance at the time of payment must be paid. 2) In case of a partial payment or extraordinary payment at any time from year 3 until the end of the credit term, a commission of 1.50% calculated on the outstanding balance at the time of payment must be paid. The prepayment commission will not be charged in the following cases: a) The credit is canceled through another credit granted by the bank itself; b) The credit is classified in a risk category C, D, or E at the time of payment; c) The credit is in a state of judicial collection or loan reserve at the time of payment; d) The payment comes from the application of an insurance policy acquired by the debtor and related to the credit.

 

TWELFTH: GUARANTEE.As a guarantee for the payment of the obligations of this loan, the debtor subscribes to a trust agreement on the following properties:

 

Real estate with registration number 2-206407-F-000, located in the province of Alajuela, with a land value of (295,988,000.00) and a building value of (4,069,900,870.64) for a fair market value of (₡4,365,888,870.64), according to the appraisal 202-2010202064070F-2023-C, dated March 22, 2023, prepared by Civil Engineer Alex Roberto Alvarado Rodríguez, an expert from Banco Nacional de Costa Rica.

 

 

Page 7 of 11

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

Real estate with registration number 2-188908-000, located in the province of Alajuela, with a land value of (586,139,054.58) and a building value of (1,497,997,665.70) for a fair market value of (₡2,084,136,720.28), according to the appraisal 202-20502018890800-2023-U, dated March 22, 2023, prepared by Agronomist Engineer Hermán Pérez Alvarez, an expert from Banco Nacional de Costa Rica.

 

It is necessary to register the Right of Way, both in favor and against the property. This requirement is since access to the property is through the front on the public street of the property adjacent to the west, and, in turn, the western neighbor uses part of the valued property for transit and access. The deadline is 12 months, and in case of non-compliance, the interest rate increases by 2 percentage points.

 

Real estate with registration number 4-127134-000, located in the province of Heredia, with a land value of (₡1,916,800,787.20) and a building value of (₡2,174,111,371.00) for a fair market value of (₡4,090,912,158.20), according to the appraisal 202-40801012713400-2023-U, dated March 23, 2023, prepared by Civil Engineer Alex Roberto Alvarado Rodríguez, an expert from Banco Nacional de Costa Rica.

 

The properties are taken as internal guarantee for 80% of their value.

 

THIRTEENTH: INSURANCE. PROPERTY DAMAGE INSURANCE. During the term of this loan, the debtor undertakes to contract and maintain valid insurance against all damages and losses caused by fraud, negligence, fortuitous events, and/or force majeure, that the movable or immovable property subject to this guarantee and its structures may suffer, through a policy issued by an Insurance Company of their free choice, for an amount as detailed below:

 

Real estate with registration number 2-206407-F-000, building value of (₡4,069,900,870.64)

 

Real estate with registration number 2-188908-000, building value of (₡1,497,997,665.70)

 

Real estate with registration number 4-127134-000, building value of (₡2,174,111,371.00)

 

The debtor also agrees to transfer to Banco Nacional de Costa Rica their right to the compensation that the insurer must pay in the event of a loss, through the figure of Mortgagee. The debtor acknowledges and accepts that the policy must be duly constituted prior to the formalization of the loan and be acquired in colones, as it is the currency in which the appraisal is expressed. In cases where, at the express request of the client, they wish to subscribe to the policy in dollars, they commit in the legal document to adjust the policy amount as requested by the Bank. The debtor undertakes to expressly and in writing authorize Banco Nacional de Costa Rica at the time of formalizing the loan to consult and obtain from the insurance company all the information related to the policies referred to in this clause. The authorization must always remain valid until the expiration or total payment of this obligation. If the debtor changes the insurance company, they must inform the Bank and provide a new authorization to the insurance company they have contracted. The insurance company contracted by the debtor must have administrative authorization from the Superintendencia General de Seguros (SUGESE) for its proper operation in the country. The debtor acknowledges and accepts that, in the event of a loss not covered by the contracted policy, limitations, or exclusions imposed by the chosen Insurance Company, Banco Nacional assumes no responsibility. Likewise, the debtor undertakes to keep this insurance valid until the expiration or total payment of this obligation and undertakes to keep the Bank informed, through appropriate means, of the periodic renewals made to the insurance. The failure to comply with the obligations established in this clause will give the Bank the right to declare the obligation due and demand it in its entirety through legal means. It is established between the parties that if, for any reason or circumstance, there is a lack of contracting or renewal of the policies attached to this loan, this does not generate any responsibility for Banco Nacional as the debtor declares to know that this obligation is their responsibility. Similarly, it is established that any change in the policy must be known to the Creditor and with their consent.

 

 

Page 8 of 11

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

FOURTEENTH: ADMINISTRATIVE COLLECTION MANAGEMENT. The debtor expressly agrees and accepts that, in case of a delay equal to or greater than five business days in the payment of any of the installments of this obligation, the Bank will be empowered to carry out administrative collection management, directly or through an external company hired for this purpose. In this case, the debtor must pay, as an additional and independent charge from any corresponding late fees, an amount equivalent to 5% of the overdue principal payment. The charge for administrative collection management may not, under any circumstances, exceed twelve (12) legal currency of the United States of America dollars or its equivalent in colones according to the selling exchange rate of Banco Nacional de Costa Rica for the date of the charge, and it may not be applied more than once per month for each transaction.

 

FIFTEENTH: ALLOCATION OF PAYMENTS. The debtor agrees and accepts that the Bank reserves the allocation of all payments made at any time, even after the pledged property has been auctioned.

 

SIXTEENTH: EARLY MATURITY: The debtor agrees and accepts that the breach of any of the terms and conditions stipulated in this document, verified by the creditor or supervisory authorities, will entitle the creditor to declare the term matured in advance and demand the total cancellation of the credit through the legal means that correspond, in accordance with the provisions of articles four hundred and twenty of the Commercial Code and seventy of the Organic Law of the National Banking System. The Bank is authorized to declare the obligation matured and execute it in those cases where any circumstance attributable to the debtor occurs, such as but not limited to legal claims, embargoes, and rights of any nature, or due to non-payment of taxes, that delay or prevent the registration of the guarantees constituted in payment of this obligation before the Public Registry.

 

SEVENTEENTH: AUTHORIZATION FOR INFORMATION REQUEST. The debtor authorizes the Bank to request information on the level of indebtedness from any intermediary of the National Banking System and from the Superintendence General of Financial Entities. The debtor agrees and accepts that any false information that can be verified from the provided information, corroborated by the creditor before the mentioned entities, will have the following consequences: A) If the credit has already been approved, the Creditor will suspend the disbursement or disbursements of the loan if it has not been delivered. B) If the disbursement of the loan has been delivered, it will be a cause for early maturity of the term for the payment of the credit, and it can be collected through the legal means that correspond. C) Not receiving the services provided by the Bank and its conglomerate. D) It will be a cause of loss of the expenses incurred for the loan processing. Likewise, the debtor expressly states that they have been informed in detail about the rights established in articles four to seven of the Law for the Protection of the Individual Regarding the Processing of Personal Data, regarding access, rectification, and cancellation of their personal data.

 

 

Page 9 of 11

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

EIGHTEENTH: AUTHORIZATION FOR INFORMATION PROCESSING. I authorize Banco Nacional de Costa Rica to process, collect, store, transfer, and transfer the information of my personal data, including restricted use data. This authorization includes: 1) the possibility of sharing the indicated information with Banco Nacional and other subsidiaries of the Banco Nacional Conglomerate existing or future, or with third parties subcontracted by Banco Nacional and its subsidiaries for the management, filing, and updating of records, sending account statements, administrative and judicial collection processes of the Bank (including income and employment information), and to provide me with services as a client of the conglomerate or subsidiary, including but not limited to credit card contracts, call center services, sales or contracting of products, marketing, promotions in general, and banking and financial services, collection services, services for the security of transactions to be carried out, or other services through /telephone, digital, text messages, email, or any other means that helps carry out transactions. Such communications may be for informational purposes, direct sales, data verification, collection, promotion of products, and any other deemed appropriate by these means. 2) the possibility of sharing the indicated information with Banco Nacional and other subsidiaries of the Banco Nacional Conglomerate for the purposes of; verifying compliance with Law 8204. Furthermore, I expressly authorize Banco Nacional, as a supervised entity, to access and consult my information in the Credit Information Center (CIC) of the Superintendence General of Financial Entities. Likewise, this authorization allows the use of the accessed information, and that this information may be shared with BN Vital, BN Valores, BN SAFI, and BN Corredora de Seguros to facilitate any credit or business analysis to be carried out by the indicated entities, even for the offering of services, commercial and/or financial products. Finally, I accept that I have been informed and accept that the non-delivery of the requested information may result in the rejection of my application or not receiving the services provided by the company and its conglomerate, and that I can exercise the rights of access, rectification, and cancellation established in the law.

 

NINETEENTH: VERIFYING FINANCIAL SITUATION. For the Bank to verify the financial situation of the debtor, they undertake to provide, during the validity of this credit, the necessary accounting information to give a truthful and timely follow-up to the economic, financial, and administrative situation. They also commit to providing all facilities for the Bank’s officials to exercise proper credit control. It is understood that, for financial monitoring purposes, the client must submit the required information, as established by SUGEF regulation 1-05.

 

After Formalization:

 

The company must present the operating permit from the Ministry of Health and the commercial license for the offices where the administrative area of the company operates. A period of 3 months is granted for submission. In the event of non-compliance, a coercive measure of 2 percentage points will be applied.

 

It is recommended to transfer the collection of rental amounts to accounts at BNCR in the name of the applicant. This is aimed at increasing the customer’s connection with the bank, boosting resource capture, and mitigating the risk of default through automatic debit. Compliance will be assessed within a period of 12 months or during the next follow-up. In the event of non-compliance, a 2-percentage point increase in the interest rate will be applied.

 

TWENTIETH: NOTICE OF ASSIGNMENT OF RIGHTS: For the purposes of articles 483 and 1104 of the Civil Code and 491 of the Commercial Code, the assignment of credit must be notified to the debtor through a notarial deed, certified letter, or another authentic or easily verifiable means. The debtor acknowledges and agrees that they have been informed that the current credit may be assigned by the creditor without the need for notification, in the cases provided for in sections a) and b) of both article 491 of the Commercial Code and section 1104 of the Civil Code. These cases specify: “a) Guarantee the issuance of securities through public offering, b) Constitute the assets of a company, with the purpose of issuing securities that can be offered publicly and whose amortization and interest services are guaranteed with said assets. The assignment will be valid from its date, as stated in the public document of a certain date. These transactions will be exempt from all stamp duties and taxes, and notary fees will be agreed upon by the parties.

 

 

Page 10 of 11

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

CORPORATE TAX: The debtor acknowledges and accepts that they are subject to the payment of corporate tax as provided in Law 9428 - CORPORATE TAX. They commit to staying up to date with the payment of said tax. At any time, the Bank may verify the status of compliance with this obligation, even demanding that the client annually submit, no later than March 31 of the following year to the fiscal period due (which comprises from January 1 to December 31 of each year), the receipt or document proving that the payment was made. If the legal entity is in arrears or has not submitted the corresponding receipt to the Bank, the Bank may declare the credit due and payable.

 

TRANSPARENCY AND BENEFICIAL OWNERSHIP REGISTER: The debtor declares that they are aware of and accept the obligation to provide information established by Law to improve the fight against fiscal fraud, Law number 9416, and the Regulation of the Transparency and Beneficial Ownership Register No. 41040-H. They commit to complying with the supply of information in accordance with the terms of the rules cited, and expressly and irrevocably undertake to submit to the Bank the receipt issued by the Transparency and Beneficial Ownership Register, demonstrating the submission of the information. The receipt must be submitted to the Bank within a maximum period of 5 business days counted from the last day of the deadline for the submission of the declaration to the Transparency and Beneficial Ownership Register, in accordance with the guidelines established by the competent authority. In case of non-compliance with the obligation to provide information or failure to submit the receipt to the Bank within the specified period, the Bank is authorized to declare the obligation due and payable in advance.

 

TWENTY-FIRST: CONTRACTUAL DOMICILE AND OTHERS: For the purposes established in the second chapter of the Law of Judicial Notifications number eight thousand six hundred eighty-seven, of December four, two thousand eight, published in the official gazette of January twenty-nine, two thousand nine, the debtor, the co-debtor, the owner consenting to the encumbrance, the guarantors, and other obligors in this credit, indicate as the contractual domicile to receive judicial notifications the following: the debtor: Latam Propco Bodegas San Joaquín SRL, with address in the province of San José. Santa Ana Canton, Pozos district, Forum Uno business center, building C office 1C1. All declare that they acknowledge and accept that the judicial resolutions provided for in article nineteen of the Law of Judicial Notifications will be notified to the addresses indicated. All parties declare that the addresses for receiving notifications mentioned above are real and existing and have been correctly stated. Likewise, they declare that, in the case of individuals, these addresses correspond to their place of residence, and in the case of legal entities, the addresses indicated correspond to their real domicile or corporate headquarters, and that if these change after the date of this document, they undertake to communicate the change in writing to the creditor.

 

They also declare that they understand and expressly accept that, in case the contractual domiciles indicated here for receiving judicial notifications have changed and the change of address has not been communicated in writing to the creditor, or if the person to be notified is not located at the originally indicated place, or if it is permanently closed or turns out to be uncertain, imprecise, or nonexistent, the notifier will make it known, and without further proceedings, a legal guardian will be appointed. The debtor declares that, since this credit is a commercial obligation, it is not necessary to request payment for the obligation to be considered in default, in accordance with the provisions of article 418 of the Commercial Code. The debtor waives the procedures of the executive process and accepts that the eventual collection process will be established and processed in accordance with the current procedural law, it being sufficient for such purposes, the simple presentation of the respective certifications and relevant documents, so that in court, the date and time of the auction of the property given as collateral are determined; being obliged in that forum to pay personal costs, procedural costs, current and overdue interest, and finally the principal owed.

 

The debtor declares that they have read and understood the rights and obligations of this contract, and in explicit sign of their acceptance, they sign together with the Bank on the 28th day of April 2023. According to the debtor, they expressly authorize this contract to be sent to them in electronic format to the following email address: annette@latamlp.com / randall@latamlp.com / jennifer@latamlp.com. In case the debtor does not provide an email, at this moment a printed copy of the contract is delivered to them.

 

By the BANK   The Debtor/Legal Representative
     
     
     
By/Banco Nacional de Costa Rica 4-000-00102, Grace Usaga Delgado with ID number 7-0121-0109, employer 9765   By/ Latam Propco Bodegas San Joaquín S.R.L with legal entity identification 3-102-778703, Annette Fernández Pagan, residency card (DIMEX) 184002666420, Legal Representative.

 

 

Page 11 of 11

Name: Loan Agreement

Code: RE20-PR19JU01

Version: 18

 

ANNEXED

 

Investment Plan

 

Financial Statement

 

Investment Plan (summary)  Loan amount   Client
Contribution
Amount
   Total 
1  CAMC tax liabilities   13,030,932.00    0.00    13,030,932 
2  Other expenses   188,915.00    0.00    188,915.00 
3  Capital Recovery W.   2,140,153.00    0.00    2,140,153.00 
4  Credit Card   25,000.00    0.00    25,000.00 
   Total Amount in Colones:   0.00    0.00    0.00 
   Total Amount in Dollars:   15,385,000.00    0.00    15,385,000.00 
   Percentage of Dollar Participation:   100.00%   0.00%   100.00%
   Percentage of Colones Participation:   0.00    0.00%   0.00%

 

 

 

EX-10.16 7 ex10-16.htm

 

Exhibit 10.16

 

Name: Loan Agreement

Código: RE20-PR19JU01

Page: 1 Version: 18

 

The following is a LOAN AGREEMENT entered into by and between the BANCO NACIONAL DE COSTA RICA, legal identification number 4-000-001021, with registered address in San José, on Fourth Avenue between First and Third Avenues, hereinafter referred to for the purposes of this contract as the BANK OR CREDITOR, and, LATAM LOGISTIC PROPCO BODEGAS LOS LLANOS S.R.L., legal identification number 3-102-815739, with registered address in the province of San José, Santa Ana canton, Pozos district, Forum Uno business center, Building C office 1C1, represented in this act by Mrs. Annette Fernandez Pagan, of legal age, married once, financial director, resident of San José, Pozos, Forum I Business Center, Building C, office 1C1, with residence identification number (DIMEX) 184002666420, in her capacity as ATTORNEY IN FACT, with sufficient powers for this act, with SPECIAL POWER OF ATTORNEY granted by public deed number eleven issued at thirteen hours ten minutes on April twenty-seventh, two thousand twenty-three, recorded on page fourteen of the volume eight of the protocol of the notary public Alejandro Vargas Yong, bearer of identification number one thousand two hundred sixty-one-two hundred six, duly authorized and instructed through the Extraordinary General Meeting of Shareholders number seventeen held at the company’s registered office at eleven o’clock on April twenty-six, with sufficient faculties for this act, hereinafter, and for the purposes of this contract, referred to as the DEBTOR, and collectively as the parties, which shall be governed by the Legal System of the Republic of Costa Rica and the following clauses:

 

FIRST: LOAN. The Bank grants the debtor a commercial loan in the amount of $7,000,000.00 (seven million US dollars, legal currency of the United States of America), received to the full satisfaction of the debtor.

 

SECOND: TERM. This credit shall have a term of 300 months from the signing of this contract and shall mature on April 28, 2048, in accordance with the provisions of Article seventy of the Organic Law of the National Banking System.

 

THIRD: INVESTMENT PLAN. The debtor expressly and irrevocably declares that the money received through this loan will be used solely and exclusively for:

 

  1. Payment of liabilities.
  2. Formalization expenses.
  3. Return of invested capital.

 

The debtor authorizes the General Superintendence of Financial Entities and the creditor to verify and supervise the final use of the money from this loan when they deem it necessary and by the means they consider appropriate. If, once the loan is approved, it is demonstrated that the debtor is not complying with any of the components of the approved investment plan, the creditor may temporarily or definitively interrupt the disbursement of funds intended for such purposes, and may even declare the loan due in advance, depending on the severity of the breach, in accordance with the provisions of Article sixty-four of the Organic Law of the National Banking System.

 

Credit Classification: Activity: 12 Services, Class: 05 Credit Restructuring, Subclass: 12503 Operation Liabilities cancellation to third parties, Use of Resources: Transfer. Limit: 12103 Libor Rate.

 

FOURTH: DELIVERY METHOD. Once the processing and formalization expenses have been deducted, and upon presentation by the debtor of the certificate of the amount owed to the creditor Banco Promerica, the credit proceeds will be disbursed as follows:

 

Deposit into a national or international account in favor of the creditor according to the debt certification issued on the date of disbursement of this financing. The amounts of each liability are detailed in the investment plan table attached to this contract. If for any reason one of the liabilities decreased, resulting in a surplus in the amount allocated for its cancellation, but another liability increased, this surplus may be used to apply to the operation with a higher balance, always respecting the maximum amount of the financing.

 

 

Page 2

Name: Loan AgreementCódigo: RE20-PR19JU01

Version: 18

 

Direct disbursement of funds to the debtor’s account may be made when, during the credit analysis process, amortization of balances (with own resources) is executed for any of the debts considered within the investment plan. This must be properly documented, and in no case can the executed disbursements exceed the approved credit amount.

 

The reimbursement of invested capital will be deposited into the current account designated by the applicant, or alternatively, at the time of formalization, a cashier’s check will be issued in favor of the applicant if desired.

 

Once the transactions are settled or a refund is generated to the debtor, in case of a surplus, it is applied as an extraordinary payment or the pending disbursement is eliminated. In the case of shortages for total cancellation, the debtor must contribute the same.

 

The debtor declares that they have been informed and accepts that disbursements for this loan will be made according to the availability of funds from the Bank. Possible restrictions from the Government of the Republic or provisions of the Bank itself aimed at safeguarding the minimum financial ratios established by the regulatory bodies of banking activity, especially but not limited to the regulations of the National Council for the Supervision of the Financial System and/or the Superintendence General of Financial Entities, in the exercise of the powers conferred by the Law, could have an effect on the disbursement of funds. The debtor agrees and accepts that the Bank is authorized to withhold or suspend the delivery of one or more of such partial disbursements if the debtor is not up to date on payments, both for this and other direct or indirect credit operations maintained with the Bank.

 

FIFTH: REPAYMENT OF THE OBLIGATION. The debtor undertakes to repay its obligation to the creditor over the agreed-upon term through adjustable and consecutive monthly installments, payable in advance. These installments include both principal and interest, and the final installment, taking the current interest rate as a reference, amounts to the sum of (indicate amount and currency), approximately each, except for the payment of the last installment, which will cover the balance of the entire obligation at that time. The installment does not include corresponding fees or insurance. The installment amount will vary whenever the interest rate changes.

 

The debtor authorizes the National Bank of Costa Rica to debit from its account No. 100-01-080-001064-8, continuously and successively, the payments stipulated in this credit, which will be made on the 5th of each month. Therefore, the debtor commits to maintaining a confirmed available balance in the indicated account on the payment date, at least equal to the amount of the corresponding payments.

 

A liquidity reserve must be established for an amount of up to USD$140,485.00 at the time the funds are disbursed for reimbursement. In the event of reserve utilization due to contract termination or expiration, it must be replenished until reaching an amount equivalent to four installments of the financing. It should be kept in force as a mitigation measure against the existing income concentration.

 

 

Page 3

Name: Loan AgreementCódigo: RE20-PR19JU01

Version: 18

 

SIXTH: PLACE OF PAYMENT OF THE OBLIGATION. The debtor agrees and accepts that any payment in legal tender will be made at any of the Bank’s open offices during normal business hours or through the electronic means made available by the Bank to its clients.

 

SEVENTH: CURRENT INTEREST. The debtor expressly agrees and accepts that the debt will accrue annual current interest, periodically adjustable, calculated on the outstanding principal, payable monthly in advance, from the date of the subscription of this document, according to the following scheme:

 

  1) For the period from month 1 to month 12, the interest rate will be a fixed 6.40%.
  2) For the period from month 13 to month 24, the interest rate will be a fixed 7.33%.
  3) For the period from month 25 to month 300, the interest rate will be variable and adjustable, constituted by the CME TERM SOFR rate at a 3-month term plus 2.80 percentage points.

 

The variable interest rate is the result of the combination of a fixed factor called a margin and a variable component constituted by the CME TERM SOFR rate at a 3-month term, which is calculated and published by the Chicago Mercantile Exchange (CME) and appears in the international financial and transactional information platform Bloomberg. This rate will serve as sufficient evidence for the verification of this rate.

 

Interest will be periodically adjusted according to the variations in the CME TERM SOFR rate in accordance with the provisions of Articles 70 of the Organic Law of the National Banking System and 497 of the Commercial Code. Upon the establishment of this credit, the periodicity of the interest rate adjustment will be quarterly, but the debtor expressly and irrevocably accepts that the Bank may in the future make such adjustments on a monthly, bimonthly, quarterly, semiannual, or annual basis.

 

The parties expressly agree that in the event of any of the following transition events regarding the CME TERM SOFR rate, the Bank will inform the debtor through communication sent to the following email address designated by the debtor annette@latamlp.com / randall@latamlp.com / jennifer@latamlp.com:

 

(1) A public statement or publication of information by or on behalf of the administrator of the reference rate (or the components used in its calculation) announcing that such administrator has ceased or will cease to provide the reference rate (or the components for its calculation) permanently or indefinitely, provided that, at the time of such statement or publication, there is no replacement administrator providing the reference rate (or the components for its calculation); (2) A public statement or publication of information by either a local or international regulatory entity or supervisory body that regulates or supervises the administrator of the reference rate (or the components for its calculation), an insolvency officer with jurisdiction over the administrator of the reference rate, or a court, entity, or jurisdictional body with authority over the administrator of the reference rate, stating that the administrator of the reference rate has ceased or will cease to provide the reference rate (or the components for its calculation) permanently or indefinitely, provided that, at the time of such statement or publication, there is no replacement administrator providing the reference rate (or the components for its calculation); (3) A public statement or publication of information by a local or international regulatory entity or supervisory body with jurisdiction over the administrator of the reference rate (or the components for its calculation) announcing that such reference rate (or the components for its calculation) is not representative.

 

 

Page 4

Name: Loan AgreementCódigo: RE20-PR19JU01

Version: 18

 

The debtor understands and accepts that it is their exclusive responsibility to inform the Bank expressly and in writing, signed in handwritten or digital form or by digitally signed email, of any change in the designated address; otherwise, communications made to the specified medium will be deemed valid for all purposes. The debtor will have a maximum period of 90 natural days, counted from the date the Bank notifies them of the occurrence of any transition events, during which they may exercise the option to cancel the total amount owed, under the interest rate conditions in effect at that time, without any penalty for early payment. This will apply only if the obligation is canceled in its entirety. Payments that must be made during the established 90-day period, and while the debtor has not exercised the option to cancel the entire obligation, must be made using the last published CME TERM SOFR rate at a 3-month term as a reference.

 

In the event that, within the established period of 90 natural days, the debtor does not exercise the option to cancel the entire obligation, they expressly and irrevocably accept that the current interest rate of the credit will be replaced and will be constituted as follows starting from the completion of the 90-day natural period:

 

  1) The interest rate for the remaining period from month 1 to month 12, in case this has not been completed at the time of substitution, will be a fixed 6.40%.
  2) The interest rate for the remaining period from month 13 to month 24, in case this has not been completed at the time of substitution, will be a fixed 7.33%.
  3) The interest rate for the remaining period from month 25 to month 300, in case this has not been completed at the time of substitution, will be variable and adjustable, and will be constituted by the Interbank Reference Rate (TRI) in dollars at a 6-month term plus 3.30 percentage points.

 

The change in the reference interest rate will not affect payments already made during the validity of the credit, so it will have no retroactive effects. The variable interest rate is the result of the combination of a fixed factor called a margin and a variable component constituted by the Interbank Reference Rate in dollars at a 6-month term, which is calculated by the firm Proveedor Integral de Precios Centroamérica S.A. (PIPCA) and is published on the website www.piplatam.com/Home/filiales?country=CR of Proveedor Integral de Precios Centroamérica S.A. (PIPCA), as well as on the website of the Central Bank of Costa Rica and on the BLOOMBERG financial information system, which will constitute sufficient evidence for the verification of that rate. The interest rate will be periodically adjusted according to the variations observed in the variable factor at each review opportunity, in accordance with the provisions of Articles 70 of the Organic Law of the National Banking System and 497 of the Commercial Code. The adjustment of this interest rate will be made semi-annually, but the debtor expressly and irrevocably accepts that the Bank may in the future make such adjustments on a monthly, bimonthly, quarterly, semiannual, or annual basis.

 

The debtor agrees and accepts that in case the credit is governed by the substitute rate, no type of notification or notice will be necessary, nor the subscription of additional documents to this contract, so the application of the substitute rate will be automatic. The debtor expressly declares that, before signing this contract, the Bank informed them about the possibility that the CME TERM SOFR rate governing this credit may cease to be calculated and published during the term of the contract, as well as the need arising from this to include in the contract a reference rate to replace the CME TERM SOFR rate if necessary. In this regard, the debtor declares that they are aware and accept that the Bank informed them that the replacement rate available for the substitution of the CME TERM SOFR rate is the Interbank Reference Rate (TRI) in dollars. Likewise, the debtor expressly declares that, before signing this contract, the Bank provided them with clear, current, and sufficient written information regarding the CME TERM SOFR rate, including information regarding how this interest rate is determined and the interest calculation formula, through the delivery of an Information Brochure whose content and acknowledgment of receipt by the debtor are recorded in the credit file. In the same sense, the debtor declares that the Bank expressly informed them of the means through which they could request additional information or address any doubts regarding the CME TERM SOFR rate. Therefore, the debtor expressly declares that they have chosen to acquire this credit referenced to the CME TERM SOFR rate voluntarily and fully informed.

 

 

Page 5

Name: Loan AgreementCódigo: RE20-PR19JU01

Version: 18

 

EIGHTH: MODIFICATION OF CURRENT INTEREST: The debtor declares that they have been informed and expressly and irrevocably accepts that this credit is formalized with the current interest rate established in this contract, considering their credit history and track record with the Bank, and in accordance with the regulations issued by the Superintendencia General de Entidades Financieras (SUGEF), especially the Regulations for the Qualification of Debtors Agreement SUGEF 01-05, and for the specific case of credit operations carried out under the Banking System for Development, the Regulations on credit risk management and evaluation for the Development Banking System Agreement SUGEF 15-16, which develops the general framework for the management of credit risk for operations carried out under Law 9274 and its Regulation. These regulations aim to quantify and manage the credit risk of debtors and include criteria for the analysis of payment capacity and the historical payment behavior of debtors, as well as the level of delay in the payment of their credit obligations, and constitute publicly accessible information that can be consulted on the website of the Superintendencia General de Entidades Financieras www.sugef.fi.cr.

 

According to the aforementioned criteria, as of the date of the signing of this contract, the debtor is classified in the following risk category A1. In the event that, at any time during the validity of this credit, either through SUGEF analysis, Internal Audit, or any of the Bank’s internal control bodies, it is verified that the debtor, for reasons attributable to them, has incurred any of the causes or criteria provided for in the SUGEF regulations, resulting in the reclassification of the debtor’s risk category to a higher category than indicated in this clause, they declare that they have been informed and expressly and irrevocably accept that the margin of the credit interest rate will increase by an additional 2 percentage points beyond what is agreed, without the need for prior notification or notice.

 

In the same vein, the debtor declares that they have been informed and expressly and irrevocably accepts that the margin of the interest rate may be increased under the same terms indicated in the following cases: a) The debtor fails to submit financial information, among others but not limited to Financial Statements, Salary Certificate, Income Certification, within the period and timeframe specified by the Bank, demonstrating the origin and level of the debtor’s and other obligors’ current income, including guarantors, in order to assess their payment capacity as provided by SUGEF. b) The debtor revokes the authorization for the Bank to consult their information from the Credit Information Center (CIC) of SUGEF. c) In the event that, due to reasons attributable to the debtor, it is not possible to make the annotation or registration, as applicable, before the corresponding Public Registry, of the document establishing the guarantee for this obligation. d) When, due to reasons attributable to the debtor or the owner of the property given as collateral, the Bank cannot carry out follow-up inspections on the property used as collateral, or cannot conduct visits to the property to prepare a new appraisal. e) The debtor does not submit a copy of the payment receipt for insurance or renewals of policies with the chosen insurance company, demonstrating the acquisition and validity of the required policies, presenting the established coverages, and where the Bank is designated as the beneficiary creditor. f) The debtor fails to comply with the credit investment plan, modifying the destination or form of exploitation of the property financed by the Bank.

 

In the event that, having applied the increase in the interest rate for any of the causes provided for in this clause, the debtor regains the risk category they held when the credit was granted, or normalizes the situation that led to the interest rate increase, and provided that no other cause of increase as provided herein persists, the Bank will adjust the margin of the interest rate from the next payment period of the current interest, according to the frequency agreed upon in this contract, eliminating the applied increase. The debtor declares that they know and accept that this interest rate adjustment will not have retroactive effects, so the Bank will not refund sums paid as interest under the terms of this clause under any circumstances.

 

 

Page 6

Name: Loan AgreementCódigo: RE20-PR19JU01

Version: 18

  

NINTH: LATE INTEREST. In the event that the debtor is delayed in the payment of the obligations under this credit, they shall pay late interest at the same rate as the current interest plus two percentage points. Late interest will be calculated on the amount of the overdue payment, in accordance with the provisions of Article seventy of the Organic Law of the National Banking System.

 

TENTH: PAYMENT OF EXPENSES. The debtor agrees and accepts to pay all expenses arising from legal fees, stamps, registration fees, commissions, insurance policies, current and late interests, and any other related to the establishment, registration, execution, and cancellation of this credit operation.

 

ELEVENTH: COMMISSIONS.

 

COMMISSION FOR FORMALIZATION ADMINISTRATIVE EXPENSES: The debtor agrees and accepts to pay the creditor a commission for formalization administrative expenses, payable once at the time of signing this document, equivalent to 0.20% of the loan amount.

 

CREDIT ADMINISTRATION COMMISSION: The debtor agrees and accepts to pay the creditor a credit administration commission of 1%, payable monthly on balances if paid within 5 business days after the stipulated payment date. This commission is exempt in the months or dates of payment according to the established frequency if the client pays the installment prior to or at most 5 business days after the agreed payment date.

 

COMMISSION FOR ADMINISTRATIVE EXPENSES FOR DELAYED OPERATIONS AND JUDICIAL COLLECTION ACCOUNTING: In the event that the debtor incurs a delay in the payment of the established installments exceeding one business day, they accept that they must pay the Bank, in addition to the corresponding late interest, the sum of 10 US dollars, or its equivalent in colones at the exchange rate of the Banco Nacional de Costa Rica, for commission for administrative expenses due to default. This payment must be made each time the delay is repeated. Likewise, the debtor expressly agrees that when, due to the delay in the payment of the debt, it is transferred from administrative collection to judicial collection, they must pay the creditor an additional commission of 1% calculated on the outstanding capital balance. The commission for transfer to judicial collection will in no case be less than 10,000.00 colones nor greater than 250,000.00 colones. This payment must be repeated each time the operation is to be transferred to judicial collection.

 

COMMISSION FOR EARLY REPAYMENT OF DEBT: The debtor declares to know and accept that in case the credit is paid in advance, i.e., on a date earlier than the agreed due date, a commission must be paid according to the following scheme: 1) In case the full amount owed is paid at any time during the first 3 years of the credit, a commission of 3% calculated on the total outstanding balance at the time of payment must be paid. 2) In case of partial payment or extraordinary payment at any time from year 3 until the end of the credit term, a commission of 1.50% calculated on the outstanding balance at the time of payment must be paid. The prepayment commission will not be charged in the following cases: a) The credit is canceled through another credit granted by the bank itself; b) The credit is classified in a risk category C, D, or E at the time of payment; c) The credit is in a state of judicial collection or loan reserve at the time of payment; d) The payment comes from the application of an insurance policy purchased by the debtor and related to the credit.

 

 

Page 7

Name: Loan AgreementCódigo: RE20-PR19JU01

Version: 18

 

TWELFTH: GUARANTEE. As a guarantee for the payment of the obligations of this loan, the debtor subscribes to a guarantee trust on the following properties:

 

Property number 2-482954-000, located in the province of Alajuela, with a land value of ₡1,690,361,651.00 and a construction value of ₡4,476,833,354.00 for a fair market value of ₡6,167,195,005.00; according to appraisal 202-20113048295400-2021-U, dated April 9, 2023, prepared by Luz Elena Segura Rodríguez, an appraiser at Banco Nacional de Costa Rica.

 

The properties are taken as an internal responsibility of 64.80%.

 

THIRTEENTH: INSURANCE. PROPERTY INSURANCE.

 

During the term of this credit, the debtor undertakes to contract and maintain in force insurance against all damages and losses caused by fraud, negligence, fortuitous events, and/or force majeure that the movable or immovable property subject to this guarantee may suffer, as well as the structures on it, through a policy issued by an Insurance Company of their free choice, for an amount as detailed below:

 

Real estate with real folio number 2-482954-000, construction value ₡4,476,833,354.00, and transfer to Banco Nacional de Costa Rica their right to the indemnity that the insurer must pay in case of a claim, through the figure of a Mortgage Creditor. The debtor declares to know and accept that the policy must be duly constituted prior to the formalization of the credit and must be acquired in colones as it is the currency in which the appraisal is expressed. In cases where, at the express request of the client, they wish to take out the policy in dollars, they commit in the legal document to make adjustments to the policy amount that the Bank requests. The debtor undertakes to expressly and in writing authorize the Bank at the time of the formalization of the credit to consult and obtain from the insurance company all the information related to the policies referred to in this clause. The authorization must remain valid at all times until the expiration or total payment of this obligation. In case the debtor changes the insurance company, they must inform the Bank and provide a new authorization to the insurance company they have contracted with. The insurance company contracted by the debtor must have administrative authorization from the Superintendency of Insurance (SUGESE) for its proper operation in the country. The debtor declares to know and accept that, in case of an Uninsured event by the contracted policy, limitations, or exclusions imposed by the chosen Insurance Company, Banco Nacional assumes no responsibility. Likewise, the debtor undertakes to keep this insurance in force until the expiration or total payment of this obligation and undertakes to keep the Bank informed, through suitable means, of the periodic renewals of the insurance. The non-compliance with the obligations established in this clause will give the Bank the right to declare the obligation due and demand it in full through the judicial process. It is established between the parties that, if for any cause or circumstance there is a lack of contracting or renewal of the policies attached to this credit, this does not generate any responsibility for the Bank; as the debtor declares to know that this obligation is their responsibility. Similarly, it is established that any change in the policy must be known to the Creditor and with their consent.

 

 

Page 8

Name: Loan AgreementCódigo: RE20-PR19JU01

Version: 18

 

FOURTEENTH: ADMINISTRATIVE COLLECTION MANAGEMENT. The debtor expressly agrees and accepts that, in case of a delay equal to or greater than five business days in the payment of any installment of this obligation, the Bank will be authorized to carry out administrative collection procedures, directly or through an external company contracted for this purpose. In this case, the debtor must pay, as an additional and independent charge from the corresponding moratorium interests, an amount equivalent to 5% of the overdue principal payment. The administrative collection management fee may not, in any case, exceed twelve (12) legal United States dollars or its equivalent in colones according to the Bank National de Costa Rica’s selling exchange rate for the date of the charge, and it may not be applied more than once a month for each transaction.

 

FIFTEENTH: ALLOCATION OF PAYMENTS. The debtor agrees and accepts that the Bank reserves the allocation of all payments made at any time, even after the collateral property has been foreclosed.

 

SIXTEENTH: EARLY TERMINATION: The debtor agrees and accepts that the breach of any of the terms and conditions stipulated in this document, verified by the creditor or by supervisory authorities, will entitle the creditor to declare the term matured in advance and demand the total cancellation of the credit through the legal means that correspond, in accordance with the provisions of articles four hundred twenty of the Commercial Code and seventy of the Organic Law of the National Banking System. The Bank is authorized to consider the obligation as matured and execute it in those cases where any circumstance attributable to the debtor occurs, such as but not limited to, legal annotations, seizures, and rights of any nature, or due to non-payment of taxes, that delay or make it impossible to register the guarantees constituted as payment of this obligation.

 

SEVENTEENTH: AUTHORIZATION FOR INFORMATION REQUEST. The debtor authorizes the Bank to request information from any intermediary of the National Banking System and from the Superintendency General of Financial Entities to assess the debt level and establish financial capacity as provided in article sixty-five of the Organic Law of the National Banking System. The debtor agrees and accepts that any false data that can be verified from the information provided, corroborated by the creditor before the mentioned entities, will have the following consequences: A) If the loan has already been approved, the Creditor will suspend the disbursement or disbursements of the loan if it has not been delivered. B) If the disbursement of the loan has been delivered, it will be a cause for early maturity of the term for loan payment, and it may be collected through the appropriate legal means. C) Not receiving the services provided by the Bank and its conglomerate. D) It will be a cause for the loss of expenses incurred for processing the loan. Likewise, the debtor expressly states that they have been informed comprehensively and in detail of the rights established in articles four to seven of the Law for the Protection of the Person Regarding the Treatment of their Personal Data, regarding access, rectification, and cancellation of their personal data.

 

 

Page 9

Name: Loan AgreementCódigo: RE20-PR19JU01

Version: 18

 

EIGHTEENTH: AUTHORIZATION FOR THE PROCESSING OF INFORMATION. I authorize Banco Nacional de Costa Rica to process, collect, store, assign, and transfer my personal data, including restricted-use data. This authorization includes: 1) the possibility of sharing the indicated information with Banco Nacional and the other subsidiaries of the Banco Nacional conglomerate, existing or future, or with third parties subcontracted by Banco Nacional and its subsidiaries for the management, archiving, and updating of records, sending of account statements, administrative and judicial collection processes of the Bank (including income and employment information), and to provide me with services as a client of the conglomerate or the subsidiary, including but not limited to credit card contracts, call center services, product sales or contracting services, marketing, promotions in general, and banking and financial services, collection services, services for transaction security to be carried out, or other services through telephone, digital, text messages, email, or any other means that helps carry out transactions. Such communications may be for informational, direct sales, data verification, collection, product promotion, and any other purposes deemed appropriate through these means. 2) the possibility of sharing the indicated information with Banco Nacional and the other subsidiaries of the Banco Nacional conglomerate for the purpose of verifying compliance with Law 8204. Furthermore, I expressly and irrevocably authorize Banco Nacional as a supervised entity to access and consult my information in the Credit Information Center (CIC) of the Superintendency General of Financial Entities. This authorization allows the use of the accessed information, and this information may be shared with BN Vital, BN Valores, BN SAFI, and BN Corredora de Seguros to facilitate any credit or business analysis to be carried out by the indicated entities, including for the offering of services, commercial and/or financial products. Finally, I accept that I have been informed and accept that the non-delivery of the requested information may result in the rejection of my application or the non-receipt of services provided by the company and its conglomerate, and that I can exercise the rights of access, rectification, and cancellation established by law.

 

NINETEENTH: VERIFYING FINANCIAL SITUATION. So that the Bank can verify the debtor’s financial situation, the debtor agrees to provide, during the term of this credit, the necessary accounting information to give a truthful and timely follow-up to the economic, financial, and administrative situation, as well as to provide all facilities for the Bank’s officials to exercise proper credit control. It is understood that, for financial monitoring purposes, the client must present the required information, as established by the SUGEF 1-05 standard.

 

After Formalization:

 

  1. Transfer the collection of rental amounts to BNCR accounts in the name of the applicant to increase the client’s connection with the bank, enhance resource capture, and mitigate the risk of non-payment through automatic debit. In case of non-compliance, a coercive measure of 2 pp will be applied, which will be added to the interest rate of the credit.
  2. The debtor must present the operating permit from the Ministry of Health and the commercial license for the offices where the administrative area of the company operates within 3 months (in the name of Latam Logistic Opco SRL) from the formalization of this credit. In case of non-compliance, a coercive measure of 2 pp will be applied, which will be added to the interest rate of the credit.
  3. The client must provide the wastewater discharge permit from the treatment plant located on the property offered as collateral within 3 months after the formalization of this credit. In case of non-compliance, a coercive measure of 2 pp will be applied, which will be added to the interest rate of the credit.

 

TWENTIETH: NOTIFICATION OF CREDIT ASSIGNMENT. For the purposes of articles 483 and 1104 of the Civil Code and 491 of the Commercial Code, the assignment of the credit must be notified to the debtor by notarial diligence, certified letter, or other authentic or easily verifiable form. The debtor acknowledges and accepts that they have been informed that the present credit may be assigned by the creditor without the need for notification, in cases contemplated by subsections a) and b) of article 491 of the Commercial Code, as well as numeral 1104 of the Civil Code, which expressly states: “a) Guarantee the issuance of securities through a public offering. b) Constitute the assets of a company, with the purpose that it issues securities that can be offered publicly and whose amortization and interest services are guaranteed with said asset. The assignment will be valid from its date, as recorded in the public document of certain date. These operations will be exempt from all stamp duty and taxes, and notarial fees will be agreed upon between the parties.

 

 

Page 10

Name: Loan AgreementCódigo: RE20-PR19JU01

Version: 18

  

CORPORATE TAX. The debtor acknowledges and accepts that they are subject to the payment of the corporate tax as provided in Law 9428 - CORPORATE TAX. Therefore, they undertake to keep up to date with the payment of said tax. At any time, the Bank may verify the status of compliance with this obligation, and may even require the client to submit annually by no later than March 31 of the following year to the tax period (which runs from January 1 to December 31 of each year), the voucher or document evidencing that the payment was made. In the event that the legal entity is in arrears or has not submitted the corresponding voucher to the Bank, the Bank may declare the credit due and payable.

 

TRANSPARENCY AND BENEFICIAL OWNERSHIP REGISTER. The debtor declares that they are aware of and accept the obligation to provide information established in Law 9416 for the improvement of the fight against tax fraud and Regulation of the Transparency and Beneficial Owners Register No. 41040-H. Therefore, they undertake to comply with the information supply in the terms of the citation rules and expressly and irrevocably undertake to submit to the Bank the voucher issued by the Transparency and Beneficial Owners Register, verifying the submission of the information. The voucher must be submitted to the Bank within a maximum period of 5 business days counted from the last day of the deadline for the submission of the declaration to the Transparency and Beneficial Owners Register, in accordance with the guidelines established by the competent authority. In the event that the debtor is in a state of non-compliance with the obligation to provide information or does not submit to the Bank, within the established period, the voucher of submission of the declaration, the Bank will be empowered to declare the present obligation due and payable in advance.

 

TWENTY-FIRST: CONTRACTUAL ADDRESS AND OTHERS. For the purposes established in the second chapter of the Law of Judicial Notifications number eight thousand six hundred eighty-seven, dated December four, two thousand eight, published in the official gazette on January twenty-nine, two thousand nine, the debtor, the co-debtor, the owner who consents to the encumbrance, the guarantors, and other obligors in this credit, designate the following as the contractual address for judicial notifications: the debtor: Latam Logistic Propco Bodegas Los Llanos S.R.L, located in the province of San José. Canton Santa Ana, district Pozos, business center Forum Uno, building C office 1C1. All parties declare that they understand and accept that judicial resolutions provided for by article nineteen of the aforementioned Law of Judicial Notifications will be notified to the addresses indicated. All parties declare that the addresses for receiving notifications are real and existing and have been correctly stated. Likewise, they declare that in the case of individuals, these addresses correspond to their place of residence, and in the case of legal entities, the addresses indicated correspond to their real domicile or headquarters, and that if these change after the date of this document, they undertake to communicate the change in writing to the creditor. They also declare that they understand and expressly accept that, in case the contractual addresses indicated for judicial notifications have changed and the change of address has not been communicated in writing to the creditor, or if the person to be notified is not located at the originally indicated place, or if it is permanently closed or becomes uncertain, imprecise, or nonexistent, the notifier will make this clear, and, without further proceedings, a judicial curator will be appointed for them. The debtor declares that, since this credit is a commercial obligation, it is not necessary to request payment for the obligation to be considered overdue, in accordance with the provisions of article 418 of the Commercial Code. The debtor waives the procedures of the executive process and accepts that the eventual collection process will be established and processed in accordance with the current procedural law, with the simple presentation of the respective certifications and relevant documents being sufficient for this purpose, so that in the judicial venue, the date and time of the foreclosure of the property given as collateral will be determined; being obligated in said venue to pay personal costs, procedural costs, current and overdue interest, and finally, the outstanding principal.

 

The debtor declares that they have read and understood the rights and obligations of this contract, and as a clear sign of their acceptance, they sign together with the Bank on the 27th day of April 2023. The debtor expressly authorizes that this contract be sent to them in electronic format to the following email address: annette@latamlp.com / randall@latamlp.com / jennifer@latamlp.com. In case the debtor does not provide an email address, a printed copy of the contract is hereby delivered to them.

 

 

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Name: Loan AgreementCódigo: RE20-PR19JU01

Version: 18

 

ANNEX 1

 

Investment Plan

 

Finance Table
Investment Plan  Financed Amount   Client Contribution Amount   Total 
1  CANC tax liabilities   6,658,121.00    0.00    6,658,121.00 
2  Expenses   20,600.00    0.00    20,600.00 
3  Capital Recovery Inv   321,279.00    0.00    321,279.00 
   Total Amount in Colones:   0.00    0.00    0.00 
   Total Amount in Dollars:   7,000,000.00    0.00    7,000,000.00 
   Percentage of Dollar Participation:   100.00%   0.00%   100.00%
  Percentage of Colones Participation:   0.00    0.00%   0.00%

 

 

Page 12

Name: Loan AgreementCódigo: RE20-PR19JU01

Version: 18

 

RUTH MORA HERRERA

 

PUBLIC NOTARY

 

SAN JOSÉ COSTA RICA

 

NOTARIAL CERTIFICATION TWENTY-FIVE -TWO THOUSAND TWENTY-THREE

 

RUTH ESTER MORA HERRERA, NOTARY PUBLIC with open office in the city of San José, Vázquez de Coronado, Patalillo, one hundred and fifty meters south of the Venecia hardware store, house six-C, at the request of LATAM LOGISTIC PROPCO BODEGAS LOS LLANOS SOCIEDAD DE RESPONSABILIDAD LIMITADA, I CERTIFY: That the ELEVEN photostatic copies attached to this reason and numbered from one to eleven, which I identify with my seal and signature, are faithful and exact copies of their originals, which I have had in view, and that they correspond to the commercial loan agreement signed by LATAM LOGISTIC PROPCO BODEGAS LOS LLANOS Sociedad de Responsabilidad Limitada (debtor) and Banco Nacional de Costa Rica (creditor) for an amount of seven million dollars net, legal tender of the United States of America, which has been presented to me in original by the Creditor Bank, for the purpose of effecting this act. The undersigned Notary hereby declares that the signatures affixed to said copies were recorded in my own handwriting and that the white seal that appears is the one registered with the National Registry of Notaries. I issue this certification in accordance with article one hundred and ten of the Notarial Code, and the related articles of the Guidelines for the Exercise and Control of the Notarial Service, published in scope number ninety-three, of the Official Gazette La Gaceta, number ninety-seven, of May twenty-two, two thousand and thirteen, at the request of LATAM LOGISTIC PROPCO BODEGAS LOS LLANOS Sociedad de Responsabilidad Limitada, at eight hours twenty minutes on the eleventh of May, two thousand and twenty-three. I add and cancel the law stamps. This certification is number TWENTY-FIVE-TWO THOUSAND TWENTY-THREE, in my consecutive certifications.

 

 

 

EX-10.17 8 ex10-17.htm

 

Exhibit 10.17

 

LOAN AGREEMENT

 

Between us:

 

BANCO DAVIVIENDA (COSTA RICA), SOCIEDAD ANONIMA, corporate number three -hundred one - hundred forty-six thousand eight, domiciled in San José, Escazu, Guachipelin, on the ninth floor of the Meridiano Building, hereinafter referred to as “THE BANK” or “THE CREDITOR”; and

 

LATAM LOGISTIC PROPCO CEDIS RURALES COSTA RICA, SOCIEDAD DE RESPONSABILIDAD LIMITADA, corporate number three - hundred two - seven hundred eighty-one thousand eleven, domiciled in San José, Escazu, San Rafael, Plaza Tempo, Tower B, second floor, represented in this act by Mr. Aris Stamatiadis Zuñiga, of legal age, married once, Administrator, with domicile in San José, bearer of ID number one thousand one – one thousand one hundred sixteen - zero nine hundred five, acting in his capacity as Manager Three, with powers of Attorney with a limitation on the sum, with sufficient faculties for this act, of said company, hereinafter referred to as “THE DEBTOR”.

 

We declare that we have agreed to sign this Loan Agreement under the following conditions:

 

PROPOSED FACILITY: Direct Credit.

 

A. AMOUNT: Eight million dollars, legal currency of the United States of America (US$8,000,000.00).

 

B. INVESTMENT PLAN: Refinancing of bank liabilities and return to partners.

 

C. TERM: One hundred eighty (180) months, with due date on November 1st, two thousand thirty-eight (2038).

 

D. INTEREST RATE: First twelve (12) months: Fixed rate of seven percent (7.00%) annually. From month thirteen (13): Variable rate, subject to monthly review and adjustment, equivalent to the Secured Overnight Financing Rate (SOFR) at a term of six (6) months plus two-point forty (2.40) percentage points annually.

 

 
 

 

The calculation of the interest rate, whether initial or in its review and adjustment, whether it is current or default interest, will be made using the financial formula for simple interest calculation, based on a commercial year of three hundred sixty (360) calendar days. Thus, the outstanding balance will be multiplied by the agreed rate, and this result will be divided by the base of three hundred sixty (360) days and multiplied by the days elapsed in the last calendar month, that is, by the days elapsed between the last scheduled payment date and the next one.

 

D.1. SUBSTITUTE RATE: When it is not possible to determine the rate or reference index, it does not exist, or is declared illegal or not representative (the “Inapplicable Rate”), a substitute reference rate applicable for the rest of the loan (the “Substitute Rate”) must be agreed upon within sixty (60) business days. During this negotiation, the current interest rate will be equal to that applied during the period prior to the Inapplicable Rate. If an agreement is not reached within the aforementioned period, the Debtor authorizes the Bank to define a Substitute Rate according to the following assumptions: (i) The result of the average interest rates charged during the last three months before the Inapplicable Rate, (ii) Define a new rate, rational and proportional, considering other benchmark rates, (iii) The rate(s) selected or recommended by a competent authority of the country/region that determined the Inapplicable Rate or, in the case of dollar rates, by a.) the Federal Reserve System of the United States of America, b) the Federal Reserve Bank of New York, c) a specialized committee convened by the above, or d) a competent authority, or (iv) a rate determined by the Central Bank, competent authority, or Bank Regulator. Once the Substitute Rate is selected, it will be deemed accepted by the parties and will begin to take effect immediately.

 

D.2. CALCULATION OF THE SUBSTITUTE RATE: Once the Substitute Rate is selected, the required basis points (the “Spread”) will be added to it so that the sum of the Substitute Rate and the Spread is equivalent to the rate previously charged. The resulting rate from applying the Substitute Rate plus the Spread may not be lower than the floor rate indicated in this loan.

 

E. FLOOR OR MINIMUM INTEREST RATE: Five-point fifty percent (5.50%) annually. The minimum interest rate, known as the floor rate, is understood as the minimum interest rate that will apply to this obligation. In the event of variability in the previously indicated reference rate for calculating the current interest rate, and if the calculation formula results in a lower interest rate, the rate indicated in this clause will be maintained as the minimum rate. The Creditor has clearly explained this to the Debtor, and the Debtor expressly acknowledges understanding and agreeing to it.

 

The Debtor acknowledges that they have received an explanation from the Creditor regarding the operation and calculation method of the interest rate applicable to this credit facility. They expressly state their understanding and acceptance that the rate is variable, with a minimum interest rate (known as the lowest rate) and no maximum rate (known as the highest rate). Therefore, variations in the reference rate will be reflected periodically applicable interest rate for the credit, which may vary throughout the loan term. The Debtor expressly agrees that, if the reference rate decreases, it will not be lower than the lowest rate established here, which is the minimum interest rate applicable to the loan. Similarly, the Debtor declares and states that: i) prior to signing this contract, they have received the explanatory rate booklet issued by the Creditor, and ii) they have received credit offers from the Creditor without a minimum rate but have decided entirely discretionarily to acquire this credit with a minimum rate because they have deemed it beneficial.

 

 
 

 

F. DEFAULT INTEREST RATE: Current interest rate plus an additional two (2) percentage points annually.

 

G. FEES: Structuring Fee: Zero point twenty percent (0.20%) “flat” on the total loan amount, plus value-added tax, payable once at the time of formalization. Prepayment Fee: From year one (1) to year three (3): One point fifty percent (1.50%) of the amortized amount. From year four (4) to year five (5): One percent (1.00%) of the amortized amount. From year six (6) to year seven (7): Zero-point seventy-five percent (0.75%) of the amortized amount. From year eight (8) onwards, no prepayment fee applies.

 

H. PAYMENT METHOD: Monthly installments, overdue and consecutive, inclusive of principal and interest (level payment). Any outstanding balance must be settled on the due date. The Bank reserves the right to apply payment assignment.

 

I. SECURITY: The Debtor states that, as collateral for the payment of the outstanding capital, current and default interest at the indicated rates, fees, personal and procedural costs of a possible enforcement, as well as the fulfillment of other pecuniary or non-stipulated obligations in this contract, they grant in favor of the Creditor the following guarantees:

 

(i) GUARANTEE TRUST: Guarantee trust named “Guarantee Trust Latam Logistic Propco Cedis Rurales / Banco Davivienda / Intermanagement / Two Thousand Twenty-Three,” on the property in Alajuela, registration number five hundred forty-nine thousand nine hundred thirty-eight-zero zero zero, which will have a responsibility and release value of eight million dollars, legal currency of the United States of America (US$8,000,000.00).

 

(ii) MOVABLE BOND BY ASSIGNMENT OF ECONOMIC RIGHTS: Movable bond by the assignment of all present and future economic rights from the lease agreement signed with Construcorp Internacional SCI, S.A., on January seventeenth (17), two thousand twenty-three (2023) (the “Lease Agreement”), concerning the property in Alajuela, registration number five hundred forty-nine thousand nine hundred thirty-eight-zero zero zero, including any extensions or modifications.

 

(iii) MOVABLE BOND ON INVESTMENT CERTIFICATES: Movable bond and control agreement to be established on one or more investment certificate(s) representing at least one share of the loan’s principal and interest, for the purpose of constituting a liquidity reserve. This movable bond must be established within six (6) months after formalization.

 

 
 

 

(iv) CONTROL AGREEMENT: Control agreement over the Debtor’s bank account held with the Creditor, IBAN account in dollars number CR46010409142213105929, subject to a default case.

 

J. FORMALIZATION DOCUMENT: Promissory note.

 

CONDITIONS:

 

I. General Conditions:

 

1.1. Availability of Funds: Condition subject to disbursements, either due to regulations or according to approved funding sources.

 

1.2. Financial Statements and Annual Monitoring: The Creditor reserves the right to conduct an annual review of the Debtor’s financial situation, as well as any other credit facility they may have with the Creditor. The Debtor must provide the necessary information for evaluation, including audited annual financial statements and interim statements every three (3) months, with the signature of the accountant and the legal representative. The Debtor understands and agrees that they must pay a penalty for late submission of financial information, exact two hundred fifty dollars, legal currency of the United States of America (US$250.00), or its equivalent in colones at the exchange rate established by the Bank on the day the penalty is effectively paid. The Bank reserves the right to continue applying the fine in case of more than one breach, or to declare the early maturity of the loan.

 

1.3. Outstanding Amounts in Favor of the Creditor: The Debtor expressly and irrevocably authorizes any commission, tax, or expense related to this facility to be debited from the Debtor’s deposits or investments with the Creditor and/or any of its related companies.

 

1.4. Unconditional Payment: Any payment made by the Debtor in the agreed-upon manner is entirely free of any applicable present or future expenses or taxes. The Debtor must cover any additional charges so that the Creditor receives the full amount according to the loan terms at maturity.

 

1.5. Relevant Changes: The Debtor must immediately notify about any relevant changes for the granting and validity of this facility. Failure to comply with this obligation will result in the early termination of the loan.

 

 
 

 

1.6. Reclassifications in the Risk Category: If, due to causes attributable to the Debtor, the General Superintendence of Financial Entities reclassifies this facility, the interest rate will increase while the reclassification persists. During that period, the rate will be determined based on the result of dividing factor one (1) by the sum of factor two (2) and factor three (3) and subtracting one from the result of this division. Factor one (1) is equal to the sum of one plus the Debtor’s current rate. Factor two (2) is equal to the difference of one minus the percentage of provision corresponding to the risk category to which the Debtor was reclassified. Factor three (3) is equal to the expected recovery rate multiplied by the percentage of provision corresponding to the risk category to which the Debtor was reclassified. The recovery factor is defined as the percentage resulting from dividing the appraised value of the guarantees provided by the Debtor (adjusted according to the percentages defined in the current regulations) by the total balance owed by the Debtor at the time of the reclassification. The Debtor may provide additional guarantees to avoid the increase in rates. For this, the provided guarantee will be valued according to the parameters stipulated by applicable regulations and the Creditor’s internal policies. The Debtor may provide additional guarantees to avoid the increase in rates. For this, the provided guarantee will be valued according to the parameters stipulated by applicable regulations and the Creditor’s internal policies.

 

1.7. General, Regulatory, or Market Provisions: Any future legal and/or market changes that increase the cost for the Creditor to maintain this facility empower it to automatically increase its margin on the reference rate as necessary to cover it.

 

1.8. Non-Generating Clients: If it is determined that the Debtor is not a dollar-generating company, it must assume any future additional costs if the General Superintendence of Financial Entities determines an additional reserve.

 

1.9. Pari Passu Obligations: It is the Debtor’s obligation that this facility—and its guarantees—have, during its validity, a prelation in the right of payment at least equivalent (pari passu) to any other obligations contracted with a third party (other than any debt that has preference by law); this includes paying (judicially or extrajudicially) or granting in the future, more favorable conditions to any other creditor. In this case, the payment made must be prorated with the Creditor and/or the Bank must be granted the same privileges. To safeguard this right, the Creditor may invoke this clause in any process where this “Pari Passu” commitment may be violated.

 

1.10. Credit Assignment: The Creditor is authorized to assign or participate in this facility at any time, in whole or in part, to a third party (national or foreign) without the need for prior notice; it is also authorized to provide the necessary information for this purpose.

 

1.11. Cross Default: The default of this loan and/or the loans that the Debtor holds with the Creditor and/or any company that is part of the Davivienda Financial Group constitutes grounds for the early termination of this loan and all outstanding loans.

 

1.12. Decrease in Approved Coverage: If the Creditor determines that the guarantee does not cover the approved coverage percentage, the Debtor must provide additional guarantees to the satisfaction of the Creditor, assuming the cost of these guarantees.

 

 
 

 

1.13. Funds Application: The Debtor undertakes to apply the disbursed funds of this facility solely for the purposes of the specific project presented to the Creditor.

 

1.14. Insurance on Guarantees: The Debtor must keep the property given as guarntee insured with all coverages for direct damage to the buildings and for an amount in accordance with the appraisal carried out by the Bank’s appraiser, designating the Bank or its designee as the first-grade creditor. Policies will be established as required by the Bank, determining the respective coverages in each case. The policy can be processed through Davivienda Sociedad Agencia de Seguros (Costa Rica), S.A., or by whom the Debtor designates for this purpose, reserving the Debtor’s right to reject the latter (in which case the Debtor must manage the necessary changes or a new one). The cost of each policy will be borne by the Debtor. In case of processing the policy with someone other than those recommended by the Bank, the Debtor must present the canceled renewal receipt of each policy to the Bank, authorizing it to deem the entire credit due if not done. Likewise, the Creditor has the authority to insure the property on its own or pay on behalf of the Debtor the corresponding premiums, in which case the respective amount will be included in the outstanding balance of this credit. The Debtor releases the Creditor from all responsibility in case any of the insured events occur and the policy coverage is expired due to the Debtor’s non-payment. Any request to modify the conditions of the policy that the Debtor makes must be approved in advance by the Creditor.

 

1.15. Transfer or Encumbrance of Guarantee Assets: The guarantee assets cannot be assigned, sold, or encumbered to a third party without the express consent of the Creditor.

 

1.16. Periodic Inspections on Collateral: At least once a year, the Creditor may conduct inspections of the collateral for this facility, the cost of which will be covered by the Debtor. In case of a decrease in its value and if it is not satisfactorily adjusted, the Creditor may immediately demand the respective uncovered balance.

 

1.17. Payment of Dividends and Other Asset Limitations: The Debtor must agree in a Board Meeting and declare under oath before a Notary Public that it will not: distribute dividends, adjust its assets, grant loans, or cancel liabilities with its shareholders or related companies without the written consent of the Creditor, who will not deny it as long as the Debtor’s obligations with the Creditor are fully met or up-to-date.

 

1.18. Authorization for the Sale or Transfer of Debtor’s Shares: The Debtor must obtain prior authorization from the Creditor if its shareholders decide to transfer their shares to a third party. If not, the Creditor reserves the right to: reasonably reject the new partner(s) (conducting assessments as it deems appropriate), request the granting of additional bonds or complementary guarantees, or declare this facility prematurely due.

 

 
 

 

1.19. Labor Legislation: The Debtor undertakes to comply with the national labor and social security regulations of Costa Rica.

 

1.20. Environmental Legislation: The Debtor undertakes to comply with the national environmental conservation regulations of Costa Rica.

 

1.21. Early Loan Repayment: The Creditor reserves the right to cancel the present facility prematurely when, at its sole discretion, when the circumstances justify such action.

 

1.22. Payment Allocation: Exclusively reserved for the Creditor, who may make it in the manner or time it deems convenient, even after the execution of the guarantees.

 

1.23. Money Laundering and Terrorism Financing Provisions: It will be grounds for the early termination of this loan when the Debtor, guarantors, and/or any of its shareholders or legal representatives are: a) linked by competent authorities to any type of investigation in Costa Rica or abroad for crimes such as drug trafficking, terrorism, kidnapping, money laundering, terrorism financing, and the administration of resources related to terrorist activities or other crimes related to money laundering and terrorism financing, corruption, where being linked in Costa Rica means being formally accused as a defendant in a legal process; b) included in lists for the control of money laundering and terrorism financing administered by any national or foreign authority, such as the Office of Foreign Assets Control (OFAC) list issued by the United States Department of the Treasury, the United Nations list, and other public lists related to the issue of money laundering and terrorism financing; or c) convicted by competent authorities in any type of judicial process related to the commission of the aforementioned crimes.

 

1.24. Authorization for Sending FATCA Information: The Debtor declares that it has been informed of the subscription of information exchange agreements under the terms of the Foreign Account Tax Compliance Act (FATCA) and the Common Reporting Standard (CRS) of the Organization for Economic Cooperation and Development (OECD) by the Bank. Consequently, the Debtor authorizes, in compliance with these agreements, the reporting of basic, financial, and transactional information, when its U.S. Person status is determined, to the competent authority, the Government of the U.S., Internal Revenue Service (IRS), or any government entity designated for the consolidation of this information through the established mechanism for this purpose. The foregoing is to ensure that the corresponding tax obligations can be identified and applied. In light of this, the Debtor attests that: (i) the above statement is true and that it understands the legal consequences of not being truthful in this document; (ii) it has been informed by the Bank that any untruthfulness or inaccuracy in the information provided here constitutes an objective cause for the unilateral termination of the contractual relationship; (iii) it undertakes to complete and sign all relevant and applicable forms with these agreements if it is considered a person subject to FATCA and/or CRS; (iv) it releases the Bank from any liability that may arise from the information stated herein and undertakes to hold it harmless for this purpose; (v) it has been fully explained the content and scope of what is declared in this document, as well as the reasons why it is required; and (vi) it commits to promptly inform the Bank of any changes in the information stated in this document.

 

 
 

 

II.- Non-Financial Special Conditions.

 

2.1.- Debt Service Reserve (Liquidity Reserve):

 

a) It will be constituted through a security interest in investment certificates.

 

b) The Debtor must create a reserve account by issuing investment certificates in its name at the Bank, which must cover the debt service with the Bank (principal plus interest) for at least one (1) month. These certificates will be given as a security interest in favor of the Bank.

 

c) All interest generated by these investment certificates will not be considered part of the reserve. Therefore, the Creditor, as the issuing bank of the investment certificates, will deliver to the Debtor all generated interest in the bank account designated by the Debtor.

 

d) The Debtor may use this reserve to pay any outstanding balance in the payment of the loan installments with the Creditor, after which the Debtor will have thirty (30) days to replenish it to its original level. If it fails to do so, the Creditor may, at its sole discretion, notify the corresponding tenant about the assignment of the lease contract given as collateral.

 

e) The Debtor will have six (6) months from the formalization of this contract to establish the liquidity reserve.

 

2.2. Commercial Management Report: Starting from the loan disbursement, the Debtor must submit, semi-annually, a report on its commercial management, signed by the legal representative, indicating:

 

a) Details of current tenants, including the following information: unit number, tenant name, leased area, property number, rental rate, maintenance fee, start date, end date, legal representative’s name, email, phone, address. This is to enable the Bank to proceed with the inclusion of new contracts within the chattel mortgage if applicable, for which copies must be provided, as well as renewals, extensions, and/or substitutions of assigned contracts. This report must be signed by the Debtor’s legal representative and attached as an annex to the chattel mortgage contract.

 

b) In each semi-annual review of the commercial management report, it must be verified that the assigned contracts cover at least one point two times (1.2x) the debt service. In the event of tenant departures, additional contracts must be assigned.

 

2.3. Costs and Expenses: The costs of appraisal, formalization, property release, assignment of contracts, liquidity reserve, and any other expenses generated in the transaction must be covered by the Debtor.

 

 
 

 

2.4. Authorization for Payments: In case of delays, the Debtor authorizes the Creditor to pay the trustee its annual costs, as well as the required insurance, to ensure that all obligations are honored on time. These payments will be included in the next loan installment.

 

2.5. Inspections: The Debtor agrees to accept inspections that the Creditor decides to carry out on the collateral, and the cost of these inspections will be borne by the Debtor.

 

2.6. Installment Adjustment: In case of any extraordinary or ordinary amortization, the loan installment (principal plus interest) will be proportionally adjusted to the maturity of the facility to maintain the specified term.

 

2.7. Source of Repayment:

 

a) The assignment initially applies to the Lease Agreement.

 

b) The assignment will be for the entirety of the economic rights derived from the Lease Agreement, including its renewals or extensions, and must be duly notified and accepted by the tenant, so that the tenant deposits the rental payments into the Debtor’s bank accounts held at the Bank, as indicated below.

 

c) The Debtor must grant authorization to the Bank for the automatic debit of loan installments from the flows deposited by the tenant into its accounts held at the Bank.

 

d) The tenant must deposit the rental payments into the current accounts of the Debtor, in colones and/or dollars, as applicable, at the Bank. These accounts will be managed by the Debtor, as long as the operations are up to date, and the accounts maintain sufficient funds to apply the loan installment payments. In case of a delay of one day or more, these accounts will be blocked, and from that moment on, the accounts will become managed closed accounts, where the Bank will have control of all funds to dispose of and fulfill the obligations that the Debtor holds with the Bank, and if there are surpluses, once the obligations with the Bank are covered, they will be transferred to the Debtor. For this purpose, the Debtor must sign a control agreement in favor of the Bank.

 

e) In case of termination of the Lease Agreement, the Debtor must replace it with other contract(s) or another source of repayment, to the complete satisfaction of the Bank.

 

2.8. Subordination of Liabilities with Related Companies: The credit obligations acquired with the Bank and all payments from these will take precedence over any other payment obligation acquired with affiliated, subsidiary, related companies, or shareholders of the Debtor (hereinafter, jointly and interchangeably, “Related Company”). Therefore, the Debtor expressly acknowledges, understands, and accepts that any payment related to obligations acquired with Related Companies will be subordinated to the debt service of the credits with the Bank, which, for all legal purposes, constitutes irreversibly preferred obligations in the first degree of preference against such pecuniary obligations. In light of the above, the Debtor undertakes to take all necessary actions to ensure that liabilities with Related Companies remain at all times subordinated to the credit obligations acquired with the Bank, so that any payment related to, including but not limited to: agreements related to “Intercompany Property Management Services Agreement” and “Intercompany Accounting Services Agreement,” and their addenda (if any), or any payment or distribution made in favor of a Related Company, can only be made after satisfying all overdue obligations of the credit at a given time and being in compliance with all pecuniary and non-pecuniary obligations with the Creditor. Likewise, the Debtor undertakes not to incur new debts with Related Companies that worsen its financial situation while there are outstanding obligations under this contract and must obtain prior written authorization from the Bank before incurring new debts with Related Companies.

 

 
 

 

HL - Special Financial Conditions.

 

3.1. - During the term of the credit, the Debtor must maintain a debt service coverage of at least one point two times (1.2x) based on EBITDA, calculated as EBITDA / Debt Service. Inter-company expenses must be excluded.

 

IV - Final Provisions.

 

4.1. - Declarations and authorizations: The Debtor acknowledges that it has been duly informed and authorizes the Creditor as follows: 1. Use of the information provided: a) All information provided has been voluntarily given for the purpose of obtaining one or more banking services. b) The Bank, including its staff, may use this information, including personal data, for processing and approval of financial services, as well as for prospecting and offering other products and services. c) This information may be shared and used by any company within the Financial Group or related to it both inside and outside the country, including the parent company, as well as any subsidiary and/or affiliated and/or related company of the Financial Group and/or the parent company. d) Authorization also extends to any company that the Creditor contracts for the management, storage, and processing of customer data. 2. Sending information and advertising: a) Sending information related to this contract, products, promotions, programs, and/or projects offered or to be offered by the Creditor, current or future related companies, and business partners. b) Information may be sent by any means. c) In case the Debtor no longer wishes to receive any type of information in the future, it must communicate this in writing to the Creditor. 3. Supply of information to the Regulator: Authorizes the Creditor to provide information related to the history and payment performance of this credit to the Credit Information Center of the Superintendency of Financial Entities and to consult in said Center the credit information maintained for customers. 4. Database queries: To obtain and verify banking, commercial, and personal references, even from credit protection companies, credit bureaus, and any other company that manages databases with information about individuals (hereinafter referred to as “Credit Protectors”).

 

4.2. - Declarations and guarantees of the Debtor: The Debtor declares and guarantees to the Bank:

 

a) That it is duly constituted according to the laws of the Republic of Costa Rica and has its domicile in the city of San José, Republic of Costa Rica.

 

 
 

 

b) That it has full legal capacity to carry on commerce and industry in Costa Rica and borrow foreign currency, is solvent, and has not ceased payment of its obligations.

 

c) That it has taken all relevant and necessary agreements to authorize the granting and signing of this contract and its guarantees.

 

d) That all information provided to the Bank regarding the loan is true and accurate, and that the projections and opinions contained therein were made carefully and objectively.

 

e) That it is not involved in any legal or contractual infringement.

 

f) That it is up to date with the payment of all its taxes, and there is no claim, review, or liability for taxes.

 

g) That all books, records, and documents have been kept entirely in accordance with current laws.

 

h) That it is not in default of any other contract, a default that could have significant adverse effects on its business or financial situation, and that the signing of this contract and the granting of guarantees do not contravene any contractual commitment made by it and its related companies.

 

4.3. - Credit modifications: It is understood and accepted by the Debtor that the Creditor reserves the right to modify the payment terms, decrease the installment (whose percentage decrease could be increased in subsequent installments), decrease the interest rate (whose percentage decrease could be increased in future rates), or grant a grace period, if it represents a benefit to the Debtor. Likewise, the Debtor expressly accepts that, because of the above, the number and amount of the installments to be paid will be affected according to the remaining term and the Creditor’s actions, and the guarantees will continue to guarantee the obligations contracted by the Debtor until their total cancellation. Also, the parties agree that the variables indicated in this clause are optional for the Creditor but not mandatory, and that the other conditions and each of the clauses stipulated in this instrument and its guarantees will remain in force. Likewise, the parties agree that in the event of an extension of the term, it will not imply or constitute novation of the original credit, which remains valid as indicated with all its terms, and this extension is an integral part of said credit.

 

4.4. - Consequences of the Debtor’s default: Due to the untimely payment of principal, interest, or fees for any disbursement made under this credit or for non-compliance with any obligations of any kind that the Debtor assumes in the agreements contained herein, non-compliance for which the manifestation of the Bank will be sufficient for approval, the Bank shall have the right to consider the term for the payment of the principal of all disbursements as expired, and the total amount of the debt shall become due and the guarantee shall be enforceable. Likewise, in the event that the guarantees are executed but there are still outstanding disbursements in which the Bank has not provided money, but as a guarantor of the Debtor, that is, in the so-called contingent credits, such as (but not limited to) participation or compliance guarantees, letters of credit, or bank guarantees, the Bank is duly authorized in advance to retain from the auction proceeds sufficient sums to cover all those contingent credits, and only in the event that the Bank does not have to pay the creditors of those contingent credits, it will proceed to return the money to the Debtor, which will be done as the contingencies are extinguished. In the case of judicial collection, the Debtor waives its domicile, payment requirements, and executive trial procedures, waivers of which value and legal significance are understood, and it will pay personal and procedural costs in full.

 

 
 

 

4.5. - Payment of Expenses:

 

The Debtor shall assume and pay all costs required by law for the present credit and its guarantees, including expenses incurred by the Creditor in connection with the preparation, execution, drafting, and granting of this loan agreement and its guarantee, and other items paid by the Creditor on behalf of the Debtor. The Debtor authorizes these costs to be deducted from the disbursement of funds, and if the disbursement has already been made, these items will become part of the outstanding balance and may be included in one or more credit installments at the discretion of the Creditor. If, for justified reasons, the Creditor needs to conduct inspections and/or appraisals of the collateral, the Debtor shall facilitate the realization of such appraisals and assume the corresponding costs immediately, which must be at market prices. In the absence of payment, this amount will form part of the outstanding balance and may be included in one or more credit installments at the discretion of the Creditor. Additionally, the Debtor shall bear personal or procedural costs of all actions taken by the Creditor against the Debtor and those required for credit-related documents, including (but not limited to) payment of legal costs, expenses, surcharges, and stamps required by law.

 

4.6. - Withdrawal and Destruction of Guarantees: The Debtor undertakes to withdraw the guarantees of this facility within a maximum period of six (6) months from the cancellation of the credit. If this period elapses without the withdrawal being made, the Creditor is duly authorized and empowered to proceed with the destruction of the guarantees, thereby releasing it from any direct or indirectly related responsibility.

 

4.7. - Release of Guarantees: The Debtor understands and accepts that, despite the established release values on the collateral, to exercise this right, the credit facilities secured must be up to date, accrued interest must also be paid, and there must be no breach on their part or pending obligations for execution.

 

4.8. - Payment of Taxes: The Debtor and any other obligated party in the credit expressly undertake, throughout the term of this facility, to submit each income tax declaration and other applicable taxes and to pay and keep up to date all taxes, fees, and/or charges to which they are subject, including those affecting their business operations and assets. They must also submit, to the satisfaction of the Bank, annually and at any time the Bank requests, the proper receipts and/or verifiable evidence of compliance and payment of these items. Failure to comply with these obligations shall be sufficient cause to declare the early maturity of this facility.

 

4.9. - Legal Representation: The Debtor must always maintain at least one legal representative, whose appointment must be duly registered in the Public Registry. In case of resignation of all legal representatives of the Debtors, they must immediately inform the Bank, as well as the due appointment and registration of the new representative.

 

 
 

 

4.10. - Domicile for Notifications: Any judicial or extrajudicial notification, notice, requirement, or inquiry of any kind between the parties relating to this contract must be made and will be deemed well-made if made in writing and in original (except for the requirement of original when the specified means is a fax or other electronic means) at the following places, which the parties declare under oath to be true: THE DEBTOR: San José, Escazu, San Rafael, Plaza Tempo, Tower B, second floor. THE CREDITOR: San José, Escazu, Guachipelin, on the ninth floor of the Meridiano Building. Similarly, the personal notification will be valid if made to a permanent electronic address, which must be duly registered with the Judicial Power. In case the registered and contractual addresses are not true or if, being true, they are changed without communicating the change in writing to the Creditor, the Debtor is not located at the originally specified place, or it is permanently closed or uncertain, imprecise, or nonexistent, and this is confirmed by any suitable means, the parties agree that a process curator may be appointed without further proceedings, provided that the current procedural rules allow it; otherwise, the parties agree that notifications will be deemed valid if: (i) made at the address specified in the contract for this purpose, or (ii) made in accordance with the procedural rules then in force.

 

4.11. - Applicable Law and Jurisdiction: The Debtor expressly and irrevocably agrees to submit to the laws, courts, and other authorities of the Republic of Costa Rica for the interpretation, execution, and knowledge of any legal action against the Debtor and/or its assets, also accepting the jurisdiction of any other country where assets owned by the Debtor appear and the exercise against it of the legal rights or remedies that the laws of another jurisdiction provide to the Creditor.

 

4.12. - Partial Validity: If, for any reason, competent authorities declare the nullity, illegality, or ineffectiveness of part of this contract, it will not affect the validity, legality, effectiveness, enforceability, and executability of the remaining clauses.

 

In view of the above, the Debtor signs, in two (2) originals of equal tenor and legal value, in the city of San José, on the first (01) of November, two thousand twenty-three (2023).

 

LATAM LOGISTIC PROPCO CEDIS RURALES COSTA RICA, S.R.L.

 

DEBTOR

 

Aris Stamatiadis Zuniga

 

 

 

EX-10.18 9 ex10-18.htm

 

Exhibit 10.18

 

 

San José, Costa Rica, February 17, 2023

 

Mr.

Aris Stamatiadis Zúñiga

Latam Logistic CR Propco Alajuela I

Present

 

Dear Mr. Stamatiadis,

 

Cordial greeting from Banco Davivienda. According with your request regarding to the company Latam Logistic CR Propco Alajuela I SRL, we inform you that the Company currently has the following debt service coverage covenant approved and contained in the Credit Agreement executed on June 26, 2019:

 

Debt service coverage based on EBITDA of 1.25x, as of the expiration of the grace period.

 

Debt service is calculated as interest paid plus scheduled amortization plus extraordinary amortization plus dividends in case they are authorized by creditors at some point, all within one year, each year. EBITDA is calculated as: operating income – (operating expenses minus depreciation expense), all within one year, each year.

 

This will be reviewed at each follow-up based on the last fiscal year closing in effect at the time of the review.

 

In response to your request made on November 22, 2022, and considering the cash flow projections made by LLP, it is found that by the end of the 2022 fiscal year the coverage indicator would not comply as agreed.

 

Due to the above, the bank authorized by exception the Waiver in compliance with the previously detailed covenant for the period of the year 2022.

 

Kind regards,

 

Alejandro Montero G. Gina Cordero R.
Corporate Banking Manager Account Executive
Banco Davivienda (Costa Rica) S.A Banco Davivienda (Costa Rica) S.A

 

Banco Davivienda (Costa Rica) S.A. Phone: (506) 2287-1000

Fax: (506) 2287-1020 www.davivienda.cr Banco Davivienda (Costa Rica) S.A. formerly Banco HSBC (Costa Rica) S.A.

 

 

 

 

EX-10.19 10 ex10-19.htm

 

Exhibit 10.19

 

SPECIFIC CREDIT AGREEMENT

 

This Agreement is entered into on the date indicated below among:

 

(a)BANCO BAC SAN JOSÉ, S.A., legal identification number 3-101-12009, with its registered office in San José, Escazu, Centro Corporativo Plaza Roble in Terraza B, represented in this act by Mr. Francisco Echandi Gurdian, of legal age, married once, Financier, residing in San José, Curridabat, identification number 1-698-521, in his capacity as generalissimo attorney without limit of sum, a company registered and in force as evidenced in the Registry of Legal Entities of the National Registry, under the mentioned legal identification number, (hereinafter the “Creditor”);
  
(b)TRES- CIENTO DOS-SETECIENTOS OCHENTA Y CUATRO MIL CUATROCIENTOS TREINTA Y TRES, S.R.L., a company organized and existing under the laws of the Republic of Costa Rica, legal identification number 3-102-784433, with its registered office in San José, San José district El Carmen, street 3, between first and third avenue, Manuel Enrique Vasquez Dent Building, Second floor, office 5, represented in this act by Mr. (i) Rocio Rojas Cruz, of legal age, married once, lawyer, residing in Guayabos de Curridabat, identification number 1-615-003; (ii) Maricel Rojas Cruz, of legal age, married twice, executive, residing in Los Yoses de San José, identification number 1-482-231; (iii) Michael Patrick Fangman JR, of legal age, married, real estate developer of logistics solutions, residing in Ciudad Hacienda Los Reyes, La Guacima, Alajuela, Costa Rican residence card number 18400169860; (iv) Aris Stamatiadis Zuniga, of legal age, married once, entrepreneur, residing in San José, Santa Ana, Centro Empresarial Forum Uno, Edificio C, Oficina Uno C Uno, identification number 1-1116-905, acting jointly in their capacity as Manager 07, Manager 06, Manager 01, and Manager 03 respectively, with powers of general attorneys without limit of sum, a company registered and in force as evidenced in the Registry of Legal Entities of the National Registry, and duly authorized by means of the Minutes of the Assembly, protocolized by Public Deed number 57-12 at 12:15 on June 29, 2021, on page 79 front of volume 12 of the Notarial Registry of the Public Notary Eduardo Jose Zuniga Brenes; (hereinafter referred to as the “Debtor”); and
  
(c)LATAM LOGISTIC PAN HOLDCO VERBENA I, S. DE R.L., a company organized and existing under the laws of the Republic of Panama, registered at folio 155688648, with its registered office in the Republic of Panama, Corregimiento Ciudad de Panama, Distrito Panama, Provincia Panama, represented by Mr. Michael Patrick Fangman JR, in his capacity as President, with sufficient powers for this act;
  
(d)HACIENDA LA VERBENA S.A., a company organized and existing under the laws of the Republic of Costa Rica, legal identification number 3-101-640165, with its registered office in San José, San José, Carmen, Calle Tres, Avenidas Primera y Tercera, Segundo Piso Edificio Manuel E Vasquez, represented in this act by Ms. (i) Rocio Rojas Cruz, in her capacity as Secretary, and (iii) Maricel Rojas Cruz, in her capacity as Treasurer, both with powers of general attorneys without limit of sum, a company registered and in force as evidenced in the Registry of Legal Entities of the National Registry, under the mentioned legal identification number, (hereinafter referred to jointly with the company Latam Logistic Pan Holdco Verbena I, S. de R.L., as the “Quotaholder”):

 

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Mutually recognizing the legal capacity necessary for the execution of this Agreement; WE DECLARE:

 

BACKGROUND:

 

Whereas, through a Letter of Commitment dated May 28, 2021 (hereinafter the “Letter of Commitment”), the Creditor and the Debtor agreed that, subject to the terms and conditions established therein and those stipulated herein, the Creditor would make available to the Debtor a non-revolving term commercial credit (hereinafter the “Credit”) in the amount of forty-five million five hundred thousand Dollars (US$45,500,000.00), legal currency of the United States of America (hereinafter “Dollars”).

 

Therefore, with the purpose of recording in a document the agreements of the Creditor and the Debtor that will govern the Credit until its effective cancellation, the parties have agreed to subscribe to this Specific Credit Agreement (hereinafter the “Agreement”), which will be governed by the Letter of Commitment and the following clauses and stipulations:

 

PRELIMINARY SECTION

DEFINED TERMS

 

Defined Terms. - For the purposes of this Agreement, and unless the context requires a different interpretation, the following terms when written in uppercase shall have the following meanings:

 

Creditor”: means Banco BAC San José, S.A.

 

Technical Advisor”: means a consultancy and/or expertise firm that will be designated at the discretion of the Creditor to advise on construction, appraisals, and inspections of the Project, and whose expenses are borne by the Debtor.

 

Change of Control”: means any event resulting in the individuals who currently hold ultimate ownership of the

 

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Change of Control”: means any event resulting in the individuals who currently hold ultimate ownership of the Debtor, both directly and indirectly, of more than fifty percent (50%) of the share capital of the Debtor: (1) reduce or cease to have the ownership or control they currently hold over the share capital of the Debtor; or (ii) cease to have the right to elect or appoint the majority of the members of the board of directors of the Debtor.

 

Letter of Conditions”: means the document dated May 28, 2021, executed between the Debtor and the Creditor, establishing the terms and conditions of the Credit.

 

Event of Default”: means any one or more of the cases or circumstances specified in section eight of this Agreement.

 

Affiliated Companies”: means all legal entities in which the Debtor has a shareholding interest of at least fifty percent (50%).

 

Related Companies”: means all legal entities that are part of the Debtor’s Business Operations, with or without its shareholding interest in each of them, but whose financial statements are not consolidated with those of the Debtor.

 

Subsidiary Companies”: means a legal entity over which a person has direct or indirect control (whether through ownership of voting capital, under contract, or otherwise) or directly or indirectly owns more than 50% of its share capital.

 

Agreement” or “Credit”: means this Agreement and its appendices, with all the conditions and stipulations contained therein, establishing the credit facility granted by the Creditor to the Debtor, up to the amount of forty-five million five hundred thousand Dollars (US$45,500,000.00).

 

Fiduciary Agreement”: means the “Trust Agreement for Guarantee LATAM Center Logistics Park La Verbena - BAC-Credibanjo 1014-2021” and its amendments, executed on this same date, to which the Fiduciary Heritage was transferred.

 

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Disbursement Account”: means the Debtor’s Dollar-denominated bank account with the Creditor, where the Creditor will credit all Disbursements from the Credit.

 

Project Account”: means the bank account that the Debtor will open with the Creditor in which the Debtor will centralize all the income generated by the commercialization of the Project, such as, but not limited to, the price for premiums or the sale of subsidiary properties and the rent prices. The Creditor is authorized to automatically debit from the Project Account the amount necessary for servicing the Debt Service, as well as any other charges associated with the Credit that are not timely paid by the Debtor, such as, but not limited to, expenses for appraisals, inspections, insurance premiums, corporate taxes, and municipal and territorial taxes.

 

Quotaholders”: collectively refers to Latam Logistic PAN Holdco Verbena I, S. de R.L., and Hacienda la Verbena, S.A., holders of 100% of the subscribed and paid-up capital stock of the Debtor, in the percentage indicated for each of them.

 

Disbursement”: refers to the delivery of the borrowed Dollars to the Debtor by the Creditor in accordance with the provisions of section two of this Agreement, and which will be deposited in the Disbursement Account, through transfer, deposit, or any other means.

 

Debtor”: refers to 3-102-784433, S.R.L.

 

Business Day”: refers to a day (other than Saturday or Sunday or a holiday) on which commercial banks are authorized to be open to the public in the Republic of Costa Rica.

 

Financing Documents”: collectively refers to: (1) this Agreement, (2) the Letter of Conditions, (3) the global promissory note evidencing the Disbursements made under the Credit, (4) the Fiduciary Agreement, (5) the Fund Contribution Agreement, (6) the Assignment Agreement of Economic Flows and Project Documents and Creation of Chattel Mortgage Security, and (7) Letter of Awareness.

 

Dollar”, “Dollars”, and “$”: refers to the legal currency of the United States of America, and its symbol.

 

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Material Adverse Effect”: with respect to the Debtor refers to the negative effect resulting from an act, of any kind or nature, including but not limited to, any adverse determination in litigation, arbitration, judicial, extrajudicial or administrative proceedings, or any investigation by any governmental or non-governmental authority, that imposes a negative and contrary burden, significantly altering the financial condition to meet its obligations under the Financing Documents, business operations, assets, or earnings of the Debtor, and in particular, the financial condition it has shown to the Creditor for the approval of the Credit or that negatively alters or compromises the Debtor’s ability to continue servicing the Debt Service normally, as agreed with the Creditor in this Agreement.

 

Creditor for the approval of the Credit or that negatively alters or compromises the Debtor’s ability to continue servicing the Debt Service normally, as agreed with the Creditor in this Agreement.

 

Date of Fulfillment of Precedent Conditions”: means the date on which all precedent conditions for the satisfaction of the Creditor for the first or subsequent Disbursements of the Credit have been fulfilled, as stipulated in clauses 1.5, 1.6, and 1.7 of this Agreement.

 

Fiduciary”: means Credibanjo, S.A., legal identification number 3-101-83380.

 

Business Operations”: means the activity of development and operation of real estate projects by the Debtor.

 

IFRS”: means International Financial Reporting Standards, which refers to the accounting standards applicable for recording transactions, classification of accounts, and issuance of financial statements.

 

Parties”: means collectively the Creditor and the Debtor.

 

Fiduciary Heritage”: means the heritage that is transferred in fiduciary ownership to the Fiduciary and that will respond for this Credit, which is formed by the property registered in the Real Estate Registry of the National Registry, San José Section, real folio number 702.944-000; and all subsidiary matrix properties that result from the submission of said property to the condominium property regime, as well as all those assets or rights that may be transferred in fiduciary ownership to the Fiduciary Agreement in the future.

 

Project”: means the construction of the Latam Logistic La Verbena Park to be developed by the Debtor in San José, Alajuelita, in the Fiduciary Heritage.

 

Debt Service”: means the sum of interest and/or principal that the Debtor must pay to the Creditor under this Credit.

 

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Libor Rate”: means the London Inter-Bank Offered Rate and corresponds to the interbank interest rate for Dollar loans published in the Bloomberg electronic financial information system or any other reputable financial source as determined by the Creditor for 3 months or any official rate that may replace it.

 

Other Provisions on Defined Terms and Interpretation: The words “hereof,” “herein,” and “hereunder,” and words of similar connotation used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision herein. Headings in this Agreement are included for convenience only and shall be disregarded in its construction or interpretation. References to clauses, sections, and annexes are to clauses, sections, and annexes of this Agreement, unless otherwise specified. All annexes attached hereto or referred to herein are hereby incorporated and made a part of this Agreement as if set forth in full herein. Any capitalized term used in any annex, but not otherwise defined therein, shall have the meaning as defined in this Agreement. It shall be deemed that any term in the singular in this Agreement includes the plural, and any term in the plural includes the singular. References to any law shall be deemed to refer to such law and its amendments from time to time and to the rules or regulations promulgated in accordance therewith.

 

SECTION ONE

 

GENERAL CONDITIONS OF THE CREDIT

 

Clause 1.1. - Amount - Subject to the terms and conditions of this Agreement, the Creditor has agreed to grant the Debtor, and the Debtor has accepted, a specific non-revolving Credit with partial Disbursements for the total sum of forty-five million five hundred thousand Dollars (US$45,500,000.00).

 

Clause 1.2. - Term - The term of the Credit is 120 months from the date of the first Disbursement of the Credit. The term includes a 30-month grace period for the payment of the principal (construction stage of the entire Project).

 

Clause 1.3. - Purpose - The purpose of this Credit is to assist the Debtor with the necessary financial resources to finance 91% of the direct costs of the Project. The financing structure of the Project is established in Annex No. 1. The Creditor will make the Disbursements of the Credit, provided that the Creditor’s Technical Advisor validates the progress of the Project up to the indicated amount.

 

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Clause 1.4. - Disbursements - The Disbursements of the Credit will be made by the Creditor at its discretion, upon the Debtor’s request, provided that all obligations of this Agreement and the Letter of Conditions have been fulfilled to the satisfaction of the Creditor, according to the nature and purpose of the Credit. The Debtor understands that the Disbursement of the Credit is conditioned on the availability of funds from the Creditor, understanding that the Creditor will not incur any liability of any nature for not disbursing the Credit due to the lack of availability of funds. In such a case, the Debtor shall have the right to request from the Creditor a partial release of the Fiduciary Heritage for having excess collateral, so that the Debtor can seek another source of financing with the released guarantee. The Debtor acknowledges and accepts that it has been informed by the Creditor that, in accordance with Article 135 of the Central Bank of Costa Rica’s Organic Law, the Creditor cannot exceed the credit limit granted to individuals and legal entities that are part of the groups linked to the financial entity and to groups of economic interest. Therefore, the Debtor acknowledges and accepts that its credit limit, and therefore the Disbursement of the Credit granted to it, may be restricted obligated to provide funds or credit facilities, acquire receivables rights, or guarantee the fulfillment of obligations to third parties) that the Creditor, as well as any company belonging to the BAC Credomatic Financial Group, maintains with individuals or legal entities that may be in its group of economic interest or in the linked group according to applicable regulations. Taking the above into account, the Parties agree that, for the Disbursement of the Credit to be made by the Creditor, this cannot lead to exceeding the credit limit granted to a group linked to it or to a group of economic interest. Therefore, the Creditor may temporarily or definitively suspend the Disbursement of the Credit without incurring any liability to the Debtor.

 

Clause 1.5. - Precedent Conditions for the First Disbursement: The Creditor will make the first Disbursement of the Credit based on the progress of the Project and in accordance with the periodic inspections carried out by the Creditor’s Technical Advisor, the cost of which will be borne by the Debtor. Therefore, prior to requesting the first Disbursement, the Debtor must have delivered to the Creditor, in form and content satisfactory to it, the following documents:

 

  (a) Disbursement request, indicating: the currency, the amount in words and numbers, the purpose of the Disbursement, and the date on which the Disbursement is required.
     
  (b) Adequate documentation evidencing that all permits required for the development of the Project under applicable law have been granted and are valid, which will be validated by the Creditor’s Technical Advisor.
     
  (c) Adequate documentation evidencing that the amount of the requested Disbursement is consistent with the progress of the Project, the works to be carried out, and the investment plan for the respective Disbursement, including direct and indirect works and associated expenses, all of which will be validated by the Creditor’s Technical Advisor. Based on the findings of the Creditor’s Technical Advisor, the Disbursements of the Credit may be adjusted.

 

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  (d) Copy of the main construction contract of the Project signed with a contractor acceptable to the Creditor, with demonstrated experience in works of similar size and complexity to the Project and that has provided guarantees of performance issued by a financial institution acceptable to the Creditor. This contract will be subject to review by the Creditor’s Technical Advisor, and adjustments that may condition the first Disbursement of the Credit could result from this review.
     
  (e) The construction plans of the Project with technical and architectural specifications, the construction schedule, and critical path of the construction in PDF format, and the final budget for the construction of the Project, so that the Creditor’s Technical Advisor validates at the expense of the Debtor the following: (1) the Project budget, (2) direct and indirect works, (3) unforeseen expenses, and deviations from the Project budget, and (4) the property where the Project will be developed.
     
  (f) Adequate documentation proving that the Debtor has made an equity contribution to the Project in the amount of twenty-three million five hundred thousand dollars (US$23,500,000.00), including the following in that sum: (1) land for twenty-one million dollars (US$21,100,000.00), (2) direct costs for eight hundred thousand dollars (US$800,000.00), and (3) indirect costs for one million six hundred thousand dollars (US$1,600,000.00); the Debtor must demonstrate the origin of this contribution and that it does not come from debt or financial liabilities. The financing structure of the Project is established in Annex No. 1.
     
  (g) Adequate documentation proving that the Project Account is active and in operation.
     
  (h) Adequate documentation proving that the Debtor has subscribed, paid, and maintains in force an all-risk insurance policy during the construction process of the Project, including coverage for fire and loss of profit as stipulated in clause 2.5.
     
  (i) Provide adequate evidence accrediting that the Quotaholders have subscribed to the “Contribution of Funds Contract,” by which they undertake to make additional capital contributions in the event of cost overruns or deviations from the final budget validated by the Creditor’s Technical Advisor and to meet the Debt Service when the Economic Flows generated by the Project are insufficient.
     
  (j) Submit a cash flow budget for the Project, demonstrating the Debtor’s probability of payment capacity under real historical assumptions, in printed form signed by the accountant and legal representative of the Debtor and in digital version with the respective formulas and assumptions in MS Excel.

 

(a) Adequate documentation proving that the Debtor has established and has properly perfected, in favor of the Creditor, all the guarantees stipulated in Section Three of this Agreement.

 

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Clause 1.6. - Precedent Conditions for Subsequent Disbursements: The Creditor will make subsequent Disbursements of the Credit based on the progress of the Project and in accordance with the periodic inspections carried out by the Creditor’s Technical Advisor, the cost of which will be borne by the Debtor. Therefore, prior to requesting subsequent Disbursements, the Debtor must have delivered to the Creditor, in form and content satisfactory to it, the following documents:

 

  (a) Disbursement request, indicating: the currency, the amount in words and numbers, the purpose of the Disbursement, and the date on which the Disbursement is required.
     
  (b) Adequate documentation proving that the requested Disbursement amount is consistent with the progress of the Project, the works to be carried out, and the investment plan for the respective Disbursement, including direct and indirect works and associated expenses, all of which will be validated by the Technical Advisor. Based on the findings of the Technical Advisor, adjustments to the Disbursements of the Credit may be made.

 

Clause 1.7. - Staggered Milestones for Leasing of the Project’s Rentable Area: The Creditor will make Disbursements of the Credit only if the Debtor has, to the satisfaction of the Creditor, achieved the following milestones for the leasing of the Project’s rentable area:

 

(a) For the first Disbursement of the Credit and for subsequent Disbursements that together do not exceed the sum of sixteen million six hundred eighteen thousand dollars (US$16,618,000.00), the Debtor shall not be required to meet any leasing milestone for the Project’s rentable area from 0 m2 to 18,965 m2, having only made the contribution indicated in clause 1.5(f).
   
(b) For subsequent Disbursements exceeding sixteen million six hundred eighteen thousand dollars (US$16,618,000.00) and up to Disbursements that together do not exceed the sum of twenty-two million three hundred thirteen thousand dollars (US$22,313,000.00), the Debtor must provide the Creditor with adequate documentation demonstrating that it has reached the milestone of leasing 65% of the cumulative rentable area of the Project, which is 34,513 m2.
   
(c) For subsequent Disbursements exceeding twenty-two million three hundred thirteen thousand dollars (US$22,313,000.00) and up to Disbursements that together do not exceed the sum of twenty-six million two hundred twenty-six thousand dollars (US$26,226,000.00), the Debtor must provide the Creditor with adequate documentation demonstrating that it has reached the milestone of leasing 75% of the cumulative rentable area of the Project, which is 44,365 m2.

 

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(d) For subsequent Disbursements exceeding twenty-six million two hundred twenty-six thousand dollars (US$26,226,000.00) and up to Disbursements that together do not exceed the sum of thirty-four million seven hundred sixty-three thousand dollars (US$34,763,000.00), the Debtor must provide the Creditor with adequate documentation demonstrating that it has reached the milestone of leasing 75% of the cumulative rentable area of the Project, which is 58,087 m2.
   
(e) For subsequent Disbursements exceeding thirty-four million seven hundred sixty-three thousand dollars (US$34,763,000.00) and up to Disbursements that together do not exceed the sum of forty million four hundred sixteen thousand dollars (US$40,416,000.00), the Debtor must provide the Creditor with adequate documentation demonstrating that it has reached the milestone of leasing 85% of the cumulative rentable area of the Project, which is 73,714 m2.
   
(f) For subsequent Disbursements exceeding forty million four hundred sixteen thousand dollars (US$40,416,000.00), and up to Disbursements that, in total, do not exceed the amount of forty-five million five hundred thousand dollars (US$45,500,000.00), the Debtor must demonstrate to the Creditor, through suitable documentation, that it has achieved the milestone of leasing 85% of the cumulative leasable area of the Project, which is 86,992 m2.

 

To demonstrate to the Creditor the fulfillment of each of the aforementioned milestones, the Debtor must provide the Creditor, prior to the respective Disbursement, with the respective letters of intent to lease signed by potential tenants or the respective lease agreements. Potential tenants and lessees must meet an acceptable profile for the Creditor. Additionally, Disbursements of the Credit for the construction of the infrastructure of the second stage of the Project are contingent upon the staggered commercialization of buildings 400, 500, and 600.

 

Clause 1.8. - Upfront Contributions from Quotaholders to Each Disbursement: For all Disbursements that the Debtor requests from the Creditor exceeding the amount of sixteen million six hundred eighteen thousand dollars (US$16,618,000.00), the Quotaholders of the Debtor undertake to make an upfront contribution prior to each respective Disbursement, in an amount equivalent to 9% of the direct cost of the budget validated by the Creditor’s Technical Advisor for each of the stages to be developed in the Project, in accordance with Annex No. 1.

 

Clause 1.9. - Processing of Disbursement Requests, Communications, and Deposit of the Disbursement.

 

  (a) Processing of Disbursement Request and Communications.

 

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    1) Once the Debtor has submitted the Disbursement request to the Creditor, the Creditor will have 48 hours from the delivery to verify that the Disbursement request and all requirements established in clauses 1.5, 1.6, 1.7, and 1.8, as applicable, are complete. If the Disbursement request or any of the requirements are incomplete, the Creditor will promptly notify the Debtor in writing to remedy it promptly.
       
    2) If the Disbursement request and all requirements are complete or from the date they are complete, the Creditor, within the next Business Day, will provide the Creditor’s Technical Advisor with the Disbursement request and all corresponding supporting documentation for the Advisor to conduct the respective inspection of the Project and provide its written report to the Creditor within 3 Business Days from the date the Creditor provided the Disbursement request and all corresponding supporting documentation.
       
    3) If the report from the Creditor’s Technical Advisor is unfavorable, or if the Creditor’s Technical Advisor requires additional information in the possession of the Debtor, the Creditor will immediately inform the Debtor in writing. The Debtor and the Creditor will promptly establish an action plan to correct the situation that led to the unfavorable report or to promptly provide the additional information to the Creditor’s Technical Advisor.
       
    4) If the report from the Creditor’s Technical Advisor is favorable, the date of delivery of that report to the Creditor corresponds to the Date of Fulfillment of the Precedent Conditions for the realization of a Credit Disbursement, and this will be communicated in writing to the Debtor.

 

  (b) Disbursement Deposit.

 

Once the Disbursement request is approved by the Creditor, the Creditor will make available to the Debtor no later than 1 Business Day and not later than 12:00 (San José, Costa Rica time) with value on that same date, the amount corresponding to the Disbursement through a deposit into the Disbursement Account.

 

Upon receipt of the Disbursement request, verification of compliance with the precedent conditions for Credit Disbursement by the Creditor, and confirmation of the Disbursement by the Creditor, it will be irrevocable for the Debtor and binding on the Creditor, unless the Debtor has incurred a Default or has not fulfilled any of the precedent conditions set forth in clauses 1.5, 1.6, 1.7, and 1.8, to the complete satisfaction of the Creditor.

 

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If, after the approval of the Disbursement request by the Creditor, the Debtor subsequently rejects the receipt of its amount, the Debtor will be obligated to indemnify the Creditor for the expenses reasonably incurred by the Creditor as a result of contracting funds in the market to finance said Disbursement, which must be duly justified, documented, and certified by one of the “Big Four” consulting and auditing firms of the Creditor’s choice, and whose reasonable fees will be covered by the Debtor.

 

Clause 1.10 - Payment Method: The Debtor will enjoy a grace period of 30 months from the date of the first Disbursement (the “Grace Period”), during which the Debtor will only be required to pay current monthly interest, calculated on the outstanding principal balance as of the date of the disbursement. The payment of the first interest installment will be due one month after the first Disbursement. After the Grace Period, i.e., from month 31 of the Credit term, the Debtor will pay the Creditor the Credit through level, monthly, variable, and consecutive installments comprising interest and principal, with a final payment for any other amount owed by the Debtor that is outstanding on the Credit term expiration date. The level installments will be recalculated with the same periodicity as the interest rate adjustment so that the agreed-upon term is maintained at all times.

 

Clause 1.11. - Extraordinary Credit Payment Events: The Debtor agrees to make extraordinary repayments to the Credit when the following events occur:

 

(a) When the interest coverage of the Credit exceeds 2.0 times (measured EBITDA / interest), the Debtor must make extraordinary repayments for the excess.

 

(b) In the event that the sale of the footprint where the commercial warehouse will be built (building 100) is perfected, at the discretion of the Creditor, the Debtor must allocate 100% of the sale price to either (1) the direct costs of the Project or (2) Credit amortization.

 

(c) In the event of the partial sale of any building in the Project, except for building 100, the Debtor shall make a responsibility payment to the Creditor equivalent to 70% of the sale price or the percentage necessary to maintain compliance with the following two conditions: (1) Debt Service coverage of 1.2 times and (2) a “Loan to Value” ratio of 70%.

 

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Clause 1.12. - Form and Place of Payment: The Debtor acknowledges and accepts that the repayment of this Credit must be made in the same currency in which it is disbursed. Consequently, and by virtue of what is established in section j) of article 49 of the Central Bank of Costa Rica’s Organic Law, the Credit payment must necessarily be made in the agreed-upon currency, a stipulation that is an essential part of this Contract. The Debtor undertakes to make all payments required under this Contract at the Creditor’s offices in San José, Costa Rica, or at any of its branches, in the agreed-upon currency. All payments must be made in cash, check, or transfer and on a Business Day, which, for the purposes of this Contract, is any day on which the Creditor’s offices are open to the public. The Debtor expressly waives, even in cases of force majeure, to invoke any action, defense, claim, or counterclaim to pay the Creditor a lesser amount or to suspend its payments or to pay in a currency other than the agreed-upon one. All payments made by the Debtor must be net, free, and without deduction of any tax, fee, right, charge, withholding, or contribution that exists or may be imposed on the Debtor. If the Debtor is or becomes obligated to deduct or withhold any amount for any reason, it will increase the payment so that the Creditor receives, at the maturity of the Credit term, the full amount to which it is entitled under this Contract. The allocation of payments is at the sole discretion of the Creditor, so it may be made in the manner it deems appropriate or decides, and at any time, even after the execution of the assets given as collateral.

 

Clause 1.13. - Current and Default Interest: The Debtor will pay the Creditor current interest on the Credit from the disbursement date, on principal balances at an annual interest rate composed of a variable factor beyond the will and interference of the Parties, which will be the 3-month Libor rate plus a fixed factor of 4.23 percentage points. This, as of this date, would equate to an annual interest rate of 4.376%. The Debtor acknowledges Libor as objectively determined and publicly known for the purposes of Article 497 of the Commercial Code of Costa Rica. Libor is subject to periodic changes, and each change in this interest rate will simultaneously cause an effective change in the amount of interest the Debtor must pay to the Creditor. If the Debtor fails to pay any amount due to the Creditor under this Contract, the Debtor must then pay the Creditor default interest equivalent to the prevailing current interest rate in the month the default occurs, plus 2 percentage points. Default interest will continue to accrue and adjust in the same manner, method, and procedure established for current interest until the Creditor receives full payment of the overdue amount.

 

Clause 1.14. - Interest Calculation Mechanism and Formula: The current interest rate will be reviewable and adjustable quarterly throughout the Credit term. The interest calculation basis is 365/360.

 

Clause 1.15. - Commissions and Charges: The Debtor will pay the Creditor the following commissions and charges:

 

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(d) Administrative Collection Fee: The Debtor will pay the Creditor a fee for administrative collection related to the Debtor’s delay in timely Credit payment. This fee shall not exceed, under any circumstances, an amount equivalent to 5% of the principal installment of the Credit that is in arrears, never exceeding the amount of twelve dollars $12. This fee applies from the 5th day of delay and may not be applied more than once per month.

 

(e) Management Fee: In case the Debtor fails to submit financial, legal, and additional documentation required under this Contract, the Creditor will charge the Debtor a fee of twenty-five dollars ($25.00) for the efforts made by the Creditor to obtain such documents from the Debtor. This charge will be made once a month, in months where the Creditor needs to request the missing information. This fee will not be charged while the Debtor is up to date with the supply of relevant documentation.

 

(f) Prepayment Commission: The Debtor may prepay the Credit in full or in part at any time. However, if the Debtor makes a total or partial prepayment of the Credit during the first 60 months from the first disbursement of the Credit, the Debtor must pay the Creditor a commission of 1.00% calculated on the prepaid amount. This applies when the payment comes from financing provided by another financial institution or third parties and does not apply when the prepayment is made with the Debtor’s own funds. Any prepayment must be made on an interest payment date, along with the interest accrued up to the date of such payment.

 

Clause 1.16. - Debit Automation: The Debtor expressly and irrevocably authorizes the Creditor to debit from any deposits or investments of any kind held or to be held by the Debtor with the BAC - Credomatic Financial Group of Costa Rica, the payment of the Credit, any commission, appraisal, tax species, collateral review expense, returned check, or other present or future expense directly related to the Credit. It is expressly understood and accepted by the Debtor that, in accordance with Article 806 of the Civil Code, the Creditor has the right of set-off regarding any amount in favor of the Debtor in the BAC - Credomatic Financial Group of Costa Rica to pay any overdue balance of the Credit.

 

Clause 1.17. - No Compensation: All payments to be made by the Debtor under this Contract or any other Financing Document will be calculated and made without considering, and without including any deduction for compensation in favor of the Debtor.

 

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SECOND SECTION

 

CREDIT GUARANTEES AND INSURANCE

 

Clause 2.1. - Constitution of Guarantees: To guarantee the fulfillment of all obligations, statements, and guarantees established in this Contract, the Debtor, or a third party on behalf of the Debtor, grants in favor of the Creditor the guarantees detailed below. It is expressly understood and accepted by the Debtor that, in the event of Credit default, the Creditor will first execute any real guarantee granted in its favor. However, if necessary, simultaneously or successively, the Creditor may execute any executory title issued in its favor, in the event that the real guarantee suffers any impairment or, after its auction, it is necessary to pursue any uncovered balance of the Credit.

 

Clause 2.2. - Guarantee Fiduciary Agreement: The Debtor pledges as collateral for the Credit in favor of the Creditor, the Fiduciary Heritage of the Fiduciary Agreement. In the event of default of any of the Financing Documents, the Creditor may request the Fiduciary to carry out the extrajudicial execution of the Fiduciary Heritage, under the terms and conditions established in the aforementioned Fiduciary Agreement. It is expressly understood and accepted by the Parties that any partial or total sale of the leasable area of the Project will require the Debtor to pay responsibility fees amounting to 70% of the sale price in the respective public deed.

 

Clause 2.3. - Assignment in Guarantee of Economic Flows and Project Documents and Chattel Guarantee Agreement: The Debtor will assign in guarantee to the Creditor: (1) all rights to all contracts and main and accessory documents of the Project, such as, but not limited to, construction contracts and their performance guarantees, construction plans and architectural designs, as well as all rights associated with documents necessary to carry out the construction of the Project. The Debtor will make this guarantee assignment free of any liens, annotations, seizures, and rights constituted in favor of a third party, such as, but not limited to, intellectual property rights. Similarly, the Debtor will assign as collateral in favor of the Creditor all performance guarantees issued in its favor by the general contractor of the main construction contract of the Project. In the event of a Default in accordance with the provisions of this Contract, the Debtor’s right to use and derive any right or benefit from the assigned contracts and documents will immediately cease, and the Creditor will become the sole and rightful owner of the same. (2) 100% of the economic rights arising from the rentals (hereinafter the “Economic Flows”) that the Project may produce, which shall be deposited into the Project Account. For this purpose, a separate document will establish the chattel guarantee over the Economic Flows, for its publicity in the corresponding registry, which will form part of the guarantee for this Credit. In the event of a Default in accordance with the provisions of this Contract, the Debtor’s right to derive any right or benefit from the Economic Flows assigned as collateral will immediately cease, and the Creditor will proceed to notify the Debtor’s counterparts of the collateral assignment, with the purpose of the Creditor directly receiving the Economic Flows to be applied to the payment of the Credit. Until a Default occurs, the administration of the Economic Flows will be the exclusive responsibility of the Debtor, who may dispose of them at their convenience.

 

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Clause 2.4. - Insurance Policies: The Debtor undertakes to subscribe, pay, and keep up-to-date all-risk insurance policies during the construction process of the Project, including coverage for fire and loss of profits. The insurance policies, their coverage, and their amount must be previously accepted by the Creditor, which cannot reject them without reasonable grounds. The Debtor expressly undertakes to subscribe, pay, and keep up-to-date insurance policies, as applicable: (a) If they are already built constructions with the following coverages: (1) basic coverage, (2) earthquake and seismic, (3) hurricane winds, flood, and landslide, and (b) if they are constructions in the process of construction with the following coverages: (1) basic coverage, (2) earthquake and seismic, (3) hurricane winds, flood, and landslide, (4) strike, riot, and civil commotion, (5) liability, and (6) design risks. The Creditor reserves the right to request the Debtor to update the value of the insurance policies, as well as to expand their coverage at any time according to circumstances, which must be reasonable and technically justified. Likewise, the Debtor expressly authorizes the Creditor to conduct annual studies and reviews to establish the real value of the granted guarantee and any aspect that may influence its risk, the cost of which will be borne by the Debtor. The conditions of the insurance policies, their coverage, issuer, and other characteristics thereof must be previously accepted in writing by the Creditor. In all subscribed insurance policies, the Creditor must be designated as the first onerous beneficiary or creditor of the Debtor; this designation must be maintained permanently throughout the term of the Credit Line and its Disbursements, as well as during its renewals or successive extensions, so that, in the event of a loss, the Creditor is compensated for portion from the insurance entity, the respective indemnification. On each renewal date, the Debtor will send the Creditor a copy of the insurance policies, proof of premium payment, and any other relevant documentation.

 

The Debtor undertakes not to negotiate or consent to, without prior written authorization from the Creditor, any modification in the insurance policies, including beneficiary designations or revocations, changes in coverage (unless to enhance it), portfolio transfers between insurers, or mergers or acquisitions, among others.

 

The Debtor must provide evidence of the corresponding payments of the outstanding premium and the renewal of the insurance policies. It is expressly established that the failure to comply with the above will grant the Creditor a discretionary right, without further liability, to pay on behalf of the Debtor the premiums of any insurance policies. In this case, the disbursements made by the Creditor in the payment of insurance premiums will be reimbursed by the Debtor immediately, recognizing an annual interest equivalent to the current interest rate for the Credit Line at the time the Creditor makes the payment. The application of the amounts paid by the insurance policies to the reduction or satisfaction of any unpaid amount of the Credit Line, or to the restoration of all or any part of the granted guarantee, will be without prejudice to any other right or remedy that the Creditor may have. As it is a right and not an obligation, the payment or omission thereof by the Creditor will not generate any liability for the Creditor, who will not be responsible in any way for the payment and renewal of the insurance policies or for the updating of the value of the guarantee granted by the Debtor.

 

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The Debtor must comply with all obligations stipulated in the insurance policies, and in the event of a loss or any situation affecting the granted guarantee, must immediately notify the insurance company in writing, as well as notify the Creditor in writing within 3 business days following the event or loss. The Debtor shall not make any arrangements, agreements, or payments related to the consequences of damage to the granted guarantee without the prior written authorization of the Creditor. Such authorization cannot be denied by the Creditor without reasonable grounds. With the assistance of the Creditor and the trustee, the Debtor is responsible for making the claim and all related arrangements with the insurance company. If the Debtor fails to comply with the stipulated procedures or violates its obligations under the insurance policies, causing the reduction or elimination of the insurance indemnification, the Debtor will assume all pecuniary responsibility that may arise from such conduct. If the funds paid by the insurer under the insurance policies are to be used for the partial reconstruction of the buildings erected on the granted guarantee or for indemnities to third parties, such sums will be handed over to the Debtor to proceed with the partial reconstruction of the building and/or the appropriate payments. In the case that these funds paid by the insurer result from compensation for total loss, then the funds paid by the insurer will be handed over to the Creditor to be credited toward the payment of the Credit Line, except for those amounts intended for the payment of indemnities to third parties.

 

Finally, for the purposes of Article 21 of the Insurance Contract Regulatory Law, the Debtor expressly and irrevocably authorizes and empowers the companies that make up the BAC Credomatic Financial Group, and particularly the Creditor, to, with respect to any insurance policy(ies) in which the Debtor has designated the Creditor as a beneficiary, request from the insurance company or respective insurance broker, in writing, by email, or via telephone, information about the specific conditions of the said policy(ies), including, but not limited to, the term, coverage, sum insured, insured interests, premiums paid, and beneficiaries. This action releases the insurance company or insurance broker from all responsibility for the delivery of information, disclosure, and dissemination of confidential information related to the insurance policy(ies).

 

Clause 2.5. - Return of Guarantees: It is expressly understood and accepted by the Debtor that, once the Credit granted by the Creditor is fully paid off, the Debtor may request from the Creditor, within 15 business days following the credit cancellation date, the return of the guarantees that it has constituted in favor of the Creditor. If the Debtor does not request the return of the guarantees from the Creditor within the non-extendable period of 3 months, counted from the credit cancellation date, the Creditor is expressly authorized and empowered by the Debtor to proceed with the destruction of all guarantees that the Debtor has constituted in its favor, without any liability for the Creditor. It is expressly understood and accepted that the Creditor will not destroy those guarantees that, even after the total cancellation of the Credit by the Debtor, in its judgment, have economic value, so that such guarantees can be reusable by the Debtor. Therefore, the Creditor will attempt (without implying an obligation on its part) to contact the Debtor for the removal of such guarantees.

 

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SECTION THREE

 

DECLARATIONS AND WARRANTIES

 

Clause 3.1. - Debtor’s Declarations and Warranties: To obtain the consent of the Creditor on the terms of this Agreement, the Debtor hereby declares and warrants to the Creditor that:

 

  (a) It is a company duly incorporated and validly existing under the laws of the Republic of Costa Rica and has legal capacity to enter into, execute its rights, and comply with its obligations under this Agreement, and that the execution and delivery of this Agreement have been duly authorized by all required corporate actions.
     
  (b) The obligations assumed under this Agreement and the Financing Documents are legal, valid, and binding on the Debtor and are enforceable against it in accordance with their respective terms.
     
  (c) Neither the execution or development of this Agreement, nor the execution or fulfillment of its obligations under this Agreement, nor the effectiveness or fulfillment of any transaction contemplated by this Agreement: (1) breaches any term, condition, or stipulation, or violates its current constitutional charter or any order, license, or binding consent or its assets; or (2) requires any corporate consent or approval that has not been obtained.
     
  (d) There is no, and to its knowledge, no litigation, arbitration, or claim that could significantly and adversely affect its ability to fulfill or perform its obligations under this Agreement.
     
  (e) No Default, nor any event that may become a Default under Section Eight, has occurred or is occurring, nor does it have any significant, current, or contingent obligation that has not been disclosed to the Creditor. The information provided in connection with this Agreement for the obtainment of the Credit does not contain any incorrect statement or warranty. All expressions of expectations and opinions contained herein were made accurately under reasonable premises and after careful investigation.
     
  (f) It has filed all tax returns with the respective tax authorities and is not in default in the payment of any tax, and no claim has been filed regarding taxes that have not been disclosed to the Creditor to date.
     
  (g) It is not in violation of any law or regulation, or any commitment, mortgage, trust, license, or any other instrument or obligation to which it or its assets are bound. It has clear and negotiable title to all assets reflected in its financial statements, free of any lien except those recorded as of this date in the Public Registry or in its books, as shown to the Creditor, and has full capacity to own its assets and conduct its business.
     
  (h) No action has been taken, nor has any act occurred for its liquidation, dissolution, bankruptcy, or administration by judicial intervention.
     
  (i) As of this date, it has been granted and enjoys all permits and licenses related to its commercial activities.

 

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  (j) That, from the date of the Letter of Conditions until the date of the signing of this Agreement, no Significant Adverse Effect has occurred in its financial and commercial condition or in any of the conditions that were disclosed and subject to the consideration and study of the Creditor for the granting of the Credit. It assures the Creditor that there is no, and it is not aware of any, change that has a significantly adverse effect on the normal course of its business, its financial condition, or any other that relates to its current business conditions, conduct of its activities or business, ownership, or proposed projections, or any political, economic, or financial condition of the Republic of Costa Rica that affects its ability to fulfill or perform its obligations under this Agreement, nor has any Default, nor any event that may become a Default, occurred before the signing of this Agreement or is occurring as of the date of its signing.
     
  (k) That it has correctly and accurately disclosed all relationships with individuals comprising its economic interest group and undertakes to immediately inform the Creditor of changes in the composition of its economic interest group that affect or may adversely affect the economic situation of those who comprise it.
     
  (l) Acknowledges that the Creditor has approved the Credit assuming that the financial information presented is true, correct, and reflects the true financial and equity situation it holds, undertaking to inform the Creditor in writing as soon as they occur, about any adverse changes in its financial situation, even if the Creditor has not requested updated financial statements.
     
  (m) For the purposes of its Commercial Activity in the Republic of Costa Rica, it is subject to applicable laws and does not illegally employ minors, have individuals engaged in forced labor, or contravene the law, morality, or good customs. Likewise, it has adequate and reasonable procedures, policies, and controls to prevent practices as indicated from materializing.
     
  (n) Commits and obliges itself to give the Creditor equal and no less favorable treatment than that given to any of its creditors, applying the “pari passu” principle, ensuring that under no circumstances will the payment of one debt be privileged over another creditor to the detriment of the Credit.
     
  (o) The debtor’s failure in the aforementioned obligations and commitments will constitute a cause for early maturity of the Credit, without prejudice to other responsibilities and civil or criminal actions that the Creditor may claim or file against the Debtor if the Debtor has misled or deceived the Creditor by providing incorrect or misrepresented information or by hiding and/or not expressly warning about the true financial and equity situation held by the Debtor or the individuals forming part of its economic interest group.

 

Clause 3.2. - Duration over time - The statements and warranties established in this section will be deemed valid, firm, valid, and repeated on any subsequent date to the signing of this Agreement, until the Credit and other repayable amounts remain due.

 

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SECTION FOUR

 

SUBSTANTIAL CHANGES

 

Clause 4.1. - Cost Increase - The Debtor agrees and accepts that if there are changes in the legal provisions regulating banking activity in the future, resulting in an increase in the cost for the Creditor to maintain this Credit, then the Creditor may increase its margin on the Credit interest rate as necessary to cover the increase and is technically justified by the Creditor.

 

Clause 4.2. - Inspections - The Debtor agrees and accepts that the Creditor must provide additional guarantees to the satisfaction of the Creditor if, after conducting inspections required by applicable law, the Creditor determines that the collateral has deteriorated, and it does not reach the percentage of coverage originally approved for the Credit. The cost of such inspections will be borne by the Debtor.

 

Clause 4.3. - Possible Illegality of the Credit - If, during the term of the Agreement, it is declared illegal, by a final resolution of the competent judicial or administrative authority, for the Creditor to maintain the Credit or receive any sum that the Debtor should pay according to this Agreement, the Creditor will notify the Debtor, who must prepay the Credit in full within the following 180 calendar days from the Creditor’s notification, without commission, penalty, charge, or fine for such prepayment, but along with the accrued and due interest as of the prepayment date of the Credit and any other sum due to the Creditor by the Debtor in accordance with this Agreement, except for those payments declared illegal by the corresponding judicial or administrative authority.

 

Clause 4.4. - Changes in Shareholding - The Debtor agrees and accepts that the Credit was granted by the Creditor, considering, and analyzing the financial and legal solvency of the ultimate beneficial owners of the Debtor. While the Debtor retains its status as a private company, in the event of a change in the Quotaholder composition of the Debtor, the Creditor is authorized to request information related to the new Quotaholders of the Debtor in accordance with the laws and applicable prudential regulations. The Creditor may declare the Credit due in advance when the information provided by the Debtor is incomplete, inaccurate, or shows that the new Quotaholder of the Debtor does not comply with the financial and legal solvency parameters established by the Creditor or the applicable regulations. It is expressly understood and accepted by the parties that this stipulation does not apply when there are modifications to the capital structure of the Debtor among the ultimate beneficial owners of the Debtor. Finally, if the Debtor becomes a publicly traded company listed on an organized securities market, it must evidence through appropriate documentation such circumstance to the Creditor, which will assess such situation for the purposes of complying with this clause and ensuring that the company maintains its financial solvency, which was the basis for granting the Credit.

 

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Clause 4.5. - Credit Review - The Creditor may carry out a periodic review of the Debtor based on its financial situation or any other element that, at the sole discretion of the Creditor, is deemed relevant for such purposes. The Creditor reserves the right to suspend any pending disbursement of the Credit if the financial information is not up to date or if the Debtor’s financial situation has deteriorated since the last review. The Creditor reserves the right to declare the present Credit due in advance when the corresponding legal or prudential regulations justify it.

 

Clause 4.6. - Determination of the Current Interest Rate in Case of Illegality or Indeterminacy. It is expressly understood and accepted by the Creditor and the Debtor that the calculation formula for the current interest rate applicable to the Credit will be immediately replaced for the purposes of this Agreement if: (i) the administrator (“Administrator”) of the Libor Rate or the reference interest rate replacing it as provided in this Agreement (in both cases, the “Reference Rate”) ceases to provide the rate to the general public, or (ii) if the Administrator of the applicable Reference Rate, its regulator, or any authority with jurisdiction over the Administrator or the Creditor makes a public announcement establishing that the Reference Rate is no longer reliable or representative (in both cases, a “Replacement Event”). If a Replacement Event occurs, the Creditor will immediately apply to the outstanding principal balance of the Credit at that time a new reference current interest rate, national or international, at its sole discretion, but always under the understanding that: (i) in the event of a Replacement Event of the Libor Rate, the Parties agree from now on to use as the new reference current interest rate for this Agreement, the rate called Secured Overnight Financing Rate (“SOFR”) in its compounded in advance form, published on the website of the Federal Reserve Bank of New York (or whoever eventually replaces it as Administrator of said rate); (ii) If the SOFR rate is not available at the time of the Replacement Event of the Libor Rate or if a Replacement Event of the SOFR rate occurs later, the Creditor will immediately select, at its sole discretion, a new national or international reference rate, but always: (a) respecting that the new reference rate is objective and publicly known, (b) trying to consider the reference rates that may be used and/or recommended in international markets, and (c) acting in good faith to reasonably ensure that the new reference current interest rate (the “Substitute Rate”) selected does not have a significant impact on the Credit. Once the Substitute Rate is selected, the new current interest rate will be calculated by the Creditor by adding to that Substitute Rate the percentage points necessary (the “New Margin”) for the current interest rate that the Debtor must pay to the Creditor at the time of substitution to be equivalent to the last current interest rate applicable to the Credit on the immediately preceding payment date before the Replacement Event. The New Margin will be fixed at the time of the replacement and will continue to be used to calculate the current interest rate applicable to the Credit on each subsequent current interest rate review date. The New Margin will only be modified if a new Replacement Event occurs in the future that justifies the repetition of the procedure outlined here or if there is an express and written renegotiation between the Parties of the terms of this Agreement. Despite all of the above, the Parties expressly agree and understand that, in the event that legislation or regulations are enacted in Costa Rica that expressly apply to the Creditor or situations of disappearance or disuse of the Libor Rate (or the Substitute Rate), the Creditor shall have the optional and discretionary right to render ineffective, at any time, , the methodology described above to comply with what is established by said regulation. Any situation of change in the Reference Rate must be notified in a timely manner by the Creditor, who will also notify the Debtor about the New Margin, the new formula for calculating the current interest rate, and any other information required by law or competent authority. This notification will be made through written communication in the statement or in the email registered by the Debtor in the Creditor’s database. The Debtor will have a period of fifteen (15) business days, counted from the receipt of the notification, to communicate in writing to the Creditor their rejection of the Substitute Rate established by the Creditor, and in case they do not express it in writing to the Creditor within said period, it will be understood for the purposes of the Credit that the Substitute Rate has been accepted by the Debtor and will come into effect from the notification of the determination of the Substitute Rate to the Debtor. In the event that the Debtor does not accept the Substitute Rate established by the Creditor, the Debtor must fully prepay the Credit within the next 90 calendar days from the date of their notice of non-acceptance of the Substitute Rate, without any prepayment penalty or commission. The fact that the Debtor does not accept the Substitute Rate and also does not prepay the Credit within the aforementioned 90-day period will be considered as a Default of the Credit, empowering the Creditor to declare the Credit due and payable in advance and proceed with the judicial or extrajudicial collection of the same, as appropriate.

 

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4.7. - Debtor Reclassification. The Debtor accepts and acknowledges that, if during the term of the Credit and for reasons that are exclusively attributable to the Debtor, the Debtor’s category is reclassified to a higher-risk category than initially assigned, the Creditor may increase the current interest rate of the Credit by an amount equivalent to the required amount to cover the increase in reserve that the Creditor must make due to the Debtor’s reclassification.

 

SECTION FIVE

 

AFFIRMATIVE OBLIGATIONS

 

Clause 5.1. - Affirmative Obligations. The Debtor undertakes and agrees with the Creditor that, from this date until the full payment of the principal and interest amounts of the Credit, and in general of any other sum due to the Creditor under this Agreement, the Debtor shall:

 

(a) Inform during the term of the Credit or for the request of new Disbursements if: (1) a Significant Adverse Effect has occurred in its financial condition, regardless of whether the Creditor requests updated financial statements, (2) if there has been a material change in the Debtor’s operations that could negatively impact its ability to timely meet the payment of the Credit.

 

(b) Immediately notify the Creditor of any modification or revocation of the powers and/or authorizations granted to the persons designated to issue Disbursement instructions to the Creditor on behalf of the Debtor; releasing the Creditor from any liability, damage, or harm that the non-compliance with this clause may cause to the Debtor.

 

(b) Immediately notify the Creditor of any modification or revocation of the powers and/or authorizations granted to the individuals designated to issue Disbursement instructions to the Creditor on behalf and on behalf of the Debtor; releasing the Creditor from any liability, damage, or harm that the non-compliance with this clause may cause to the Debtor.

 

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(c) Comply with the social security, labor, and environmental legislation applicable to its Commercial Business. For these purposes, the Debtor undertakes to provide the Creditor, at least once a year or when requested by the Creditor, with the necessary information to conduct the corresponding evaluation on these matters. In the event that the information required for these purposes is not provided, is inaccurate, false, or incomplete, the Creditor may notify the Debtor of the information requirement, granting a period of 15 business days for compliance. In case the required information is not provided, the Creditor may suspend any Disbursement of the pending Credit to the Debtor.

 

(d) Provide timely financial statements required by the Creditor. If the information required for these purposes is not provided, the Creditor may suspend, until the non-compliance is resolved, any Disbursement of the Credit.

 

(e) Allocate the Disbursement of the Credit solely to the investment plan established in clause 1.3 of this Agreement.

 

(f) Maintain active bank accounts with the Creditor and authorize automatic debit for the payment of the Credit or any other associated expenses.

 

(g) Utilize the services of an auditing firm with at least 10 years of experience, and in line with the Debtor’s profile.

 

(h) Preserve and maintain its legal existence and full capacity to operate in Costa Rica, conducting its business substantially as described to the Creditor upon the signing of this Agreement, maintaining all licenses and permits necessary for the existence or operation of its business and complying with each and every term, condition, and requirement of such licenses and permits.

 

(i) Maintain all its assets in the same state of preservation and operation, and from time to time, make or cause to be made all repairs, renewals, replacements, innovations, and improvements required to preserve and maintain their value, with the exception of normal deterioration over time, so that the businesses conducted in connection with these assets are carried out appropriately at all times.

 

(j) Provide written notice to the Creditor immediately after becoming aware of: (1) any litigation, judicial, administrative, or arbitration proceeding that may constitute a Material Adverse Effect; (2) any Material Adverse Effect that arises or may arise as a result of any existing litigation, judicial, administrative, or arbitration proceeding; (3) all claims for amounts equal to or greater than one hundred thousand Dollars ($100,000.00), or its equivalent in Costa Rican colones, that are notified.

 

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(k) Notify the Creditor in writing of any Default or circumstance that, over time, may become a Default under any of the Financing Documents.

 

(l) Timely file all income tax and other tax returns, and pay all municipal taxes and any other fees, charges, taxes, levies, corresponding to its assets, as well as all insurance policies on the collateral granted.

 

(m) Provide additional guarantees to the satisfaction of the Creditor, in case the Creditor, after conducting inspections required by applicable law, determines that the collateral has deteriorated and does not reach the coverage percentage originally approved. The cost of the appraisals will be borne by the Debtor.

 

(n) Maintain at all times in Costa Rica complete registration and accounting books and an accounting system in accordance with IFRS, protect such books and accounts against loss or damage, and allow the Creditor, its agents, or representatives to review them and its financial condition with its representatives.

 

(o) If the supply of audited financial statements (if so required by the Creditor) is delayed due to factors attributable to the Debtor’s auditing firm, provide the Creditor with a letter from its auditors informing the status of the audit process and the estimated time to deliver the report. This letter must be delivered within 15 business days after the expiration of the deadline set for the delivery of the audited statements.

 

(p) Keep the Project Account active and maintain authorized automatic debit for the payment of the Credit. Likewise, the Debtor must maintain bank accounts with the Creditor for handling customer transfers and must remain affiliated with the Creditor’s electronic payment system for suppliers.

 

(q) Cause the Quotaholders, their Affiliated Companies, Related Companies, and Subsidiary Companies to agree to subordinate only the payment of credits granted directly to the Debtor, withdrawals or returns of capital contributions, payments of incentives, and dividends of direct participations in the Debtor, to the Debtor’s prior compliance with the priority cancellation of the Credit Service, which must be evidenced to the Creditor no later than within 3 months.

 

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(r) Promptly cover any funds shortfall required during the construction phase of the Project as soon as a deviation or cost overrun from the budget occurs, regardless of whether they are due to endogenous or exogenous factors or events to the Project.

 

(s) Provide suitable evidence accrediting that its Quotaholders subscribed to the “Contribution of Funds Agreement,” committing to make additional capital contributions in the event of cost overruns or deviations from the final budget validated by the Creditor’s Technical Advisor.

 

(t) Subordinate expenses and fees to Affiliated Companies, Related Companies, and Subsidiary Companies for the purpose of promptly meeting the Debt Service.

 

(u) Make contributions to cover indirect expenses during the Project’s development process in accordance with the cash flow presented by the Debtor for Credit analysis, ensuring that the Project will be executed without interruptions.

 

(v) Present suitable documentation evidencing the structure and mechanism to be used to carry out the entire process of subjecting the Fiduciary Estate to the condominium property regime, including its respective schedule, areas, and various milestones, along with the estimated date of achievement for each of these.

 

(w) Allow, coordinate, and collaborate with the Creditor’s Technical Advisor in conducting a closing appraisal once the Project is completed and the Fiduciary Estate has been subjected to the condominium property regime. The cost of such an appraisal will be borne by the Debtor.

 

(x) Provide a quarterly occupancy report for the Project, which must include at least: the tenant’s name, leased area, rental price, and lease term, attaching a copy of the respective lease agreements or letters of intent.

 

(y) Maintain the original plan of design, features, use, typification, and execution schedule of the Project, preserving the specifications presented to the Creditor and based on which the Credit was approved. Any changes in this regard, including any delay in the Project’s execution schedule exceeding 6 months, must be submitted for the Creditor’s knowledge and written approval. If, in the Creditor’s judgment, the changes proposed by the Debtor are material and could affect the Project’s income flow, the Creditor may suspend Credit Disbursements without liability on its part, providing the Debtor with a notice of 5 Business Days in advance. In that case, the Debtor must present a new cash flow to the Creditor in line with the new Project reality, and the Creditor will proceed with a new process of review, analysis, and approval.

 

(z) In the event that the Creditor has made observations or recommendations to the Debtor regarding the Project’s construction contracts, submit to the Creditor the request for amendments to the Project’s construction contracts for the Creditor’s review before making them.

 

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SECTION SIX

 

FINANCIAL OBLIGATIONS

 

Clause 6.1. - Financial Obligations - The Debtor undertakes to fulfill each and every one of the financial obligations detailed below throughout the Credit term until all monetary obligations derived from this have been fully settled.

 

(a) Maintain a maximum leverage level (total liability / equity) of 2 times equity, subject to review according to the frequency of quarterly financial statements, which will be analyzed individually starting from the year 2022.

 

(b) Once the Credit Grace Period has elapsed, maintain a minimum debt service coverage (EBITDA / current portion of long-term debt + interest) equal to or greater than 1.2 times, subject to review according to the frequency of quarterly financial statements, which will be analyzed individually starting from the year 2022.

 

(c) Submit the following financial statements:

 

  Financial Statement Type  

  Months of cutoff of Financial   Días Hábiles de entrega después del

Company   Internal   Audited   Individual   Consolidate   Periodicity   Statements   corte
Debtor             Quarterly   March, June, September, and December   30
Debtor               Yearly   December   90
Latam Logistics Prop. & Subs.               Quarterly   March, June, September, and December   30
Latam Logistics Prop. & Subs.               Yearly   December   90

 

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SECTION SEVEN

 

NEGATIVE COVENANTS

 

Clause 7.1.- Negative Covenants of the Debtor - The Debtor expressly undertakes to comply with each and every one of the negative covenants, or prohibitions, detailed below throughout the Credit term until all monetary obligations derived from this have been fully settled, without the prior written consent of the Creditor, which will only be denied under criteria of absolute reasonableness within a period of 15 natural days counted from the date of receipt of the Debtor’s request. In light of the above, the Debtor shall refrain from:

 

(a) Merging, consolidating, splitting, combining, or undertaking a corporate restructuring, liquidating, dissolving, amending its bylaws that could affect this Agreement, such as: decreasing its share capital, reducing its corporate term, modifying its corporate purpose.

 

(b) Modifying the Commercial Activity or its line of business, as described to the Creditor when applying for the Credit.

 

(c) Providing guarantees, bonds, or endorsements or becoming obligated under any condition (guarantor, endorser, guarantor, debtor, co-debtor, liable or any other) in other credit operations with other creditors that compromise its assets. This limitation includes any amount for the improvement subsidy from the landlord or “tenant improvement allowance,” any liability for the development of the second office building and the parking building of the Project.

 

(d) Effecting a Change of Control.

 

(e) Making withdrawals or diversions of resources to its parent company or its Affiliated Companies, Related Companies, and Subsidiary Companies, except when the Debtor is in compliance with the financial reasons stipulated in clause 6.1. subparagraphs (a) and (b). Such withdrawals or diversions of resources include but are not limited to dividends, granting of loans, granting of commercial credit on preferential terms or in excess of historical needs, donations, payment of fees, payment of transfer prices in excess of historical practice, or any other mechanism involving a transfer of resources from the Debtor to any of the indicated entities. For the calculation of adjusted equity, the Creditor will decrease the items that, in its opinion, are justified to eliminate the effect of resources channeled to related parties of the Debtor, as well as others that are affecting - in the Creditor’s judgment - the correct calculation of leverage (among others, but not limited to these, there would be loans to related parties, commercial receivables in excess of historical practice, new revaluations that offset the leverage effect of dividend distributions, etc.).

 

(f) Make any amendment to the main construction contract of the Project.

 

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SECTION EIGHT

 

EVENTS OF DEFAULT

 

Clause 8.1. - Events of Default and Early Maturity - Any of the events indicated below will constitute an Event of Default and a cause for the early maturity of the Debtor’s obligations, making the Credit due in its entirety:

 

(a) Failure by the Debtor to pay on the agreed date any amount owed for principal or interest, or any other sum in accordance with this Agreement.

 

(b) If, with respect to any statement or warranty made by the Debtor in connection with the Credit, it is proven that when made, it was incorrect, false, or misrepresented in any aspect, having a Material Adverse Effect on the normal Commercial Activity of the Debtor.

 

(c) If the Debtor fails to perform or observe any other term, obligation, commitment, or condition contained in the Credit, which should be fulfilled and/or violates any term or obligation contained in the Financing Documents or any contract of which it is a part, in such a way that such non-compliance has a Material Adverse Effect on the normal Commercial Activity of the Debtor.

 

(d) The Debtor’s breach of its obligations regarding the use of funds contained in clause 1.3 of this Agreement.

 

(e) If, by final resolution of a competent judicial or administrative authority, any permit or license obtained by the Debtor is amended or canceled in any way that has a Material Adverse Effect.

 

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(f) If, by final resolution of a competent authority, the validity or enforceability of this Agreement is successfully challenged, to the detriment of the Creditor, unless it is demonstrated that such challenge is due to causes attributable to the Creditor.

 

(g) If the Debtor becomes insolvent or admits in writing its inability to pay its debts as they become due, or executes any assignment for the benefit of creditors, or requests or consents to the appointment of any receiver, conservator, trustee, or similar representative for all or a substantial part of its assets, or such receiver, conservator, trustee, or similar representative is appointed, or if any bankruptcy, insolvency, judicial intervention administration, creditor arrangement, dissolution, liquidation, or similar proceedings are instituted against the Debtor under the laws of any jurisdiction and remain in effect for a period of 60 calendar days; or if any judgment, petition, order of attachment, or similar process is issued or enforced against a substantial part of its assets, and such judgment, petition, attachment, or similar process is not lifted or fully secured within 30 calendar days of its issuance.

 

(h) If a final judgment by a competent authority is issued against the Debtor affecting a significant part of its assets or preventing it from substantially affecting or operating its normal Commercial Activity, causing a Material Adverse Effect.

 

(i) If a judgment, decree, or mandate is issued against the Debtor by a competent authority, preventing it from continuing the operation of a substantial part of its Commercial Activity and causing a Material Adverse Effect.

 

(j) The occurrence of a Material Adverse Effect on the Debtor.

 

(k) Failure to pay any social charge, fee, tax, levy, or canon applicable to the Debtor, unless it demonstrates that it is validly and in good faith disputing it before the relevant authority, provided that such non-compliance could give rise to a Material Adverse Effect.

 

(l) Failure to pay insurance policies, municipal and territorial taxes related to the granted guarantee, provided that such non-compliance could give rise to a Material Adverse Effect, at the discretion of the Creditor.

 

(m) If any collateral under the Financing Documents is revoked, declared illegal, invalid, unenforceable, ineffective, or void for any reason, without being immediately replaced by another at the request and full satisfaction of the Creditor.

 

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(n) Debtor’s failure to fulfill its obligation to provide the guarantee on the terms specified in this Agreement, or the lack of cooperation of the Debtor and other obligated parties to perfect such guarantee in accordance with applicable law, (o) The failure to pay stamp duties and taxes as required, or the occurrence of an annotation or encumbrance that hinders or prevents the proper recording of the guarantee granted to the Creditor.

 

(p) The Debtor’s refusal to provide the Creditor with the information requested by the Creditor, as well as the Debtor’s hindrance or obstruction of inspections ordered by the Creditor in the reasonable exercise of its rights under this Agreement, to verify compliance with the application of the funds from this Credit or the status of the guarantee granted.

 

Clause 8.2. - Acceleration or Early Maturity and Demandability: The default by the Debtor, the Solidary Guarantor, or the Quotaholder in any of their pecuniary or other obligations stipulated in the Financing Documents shall entitle the Creditor to terminate this Agreement in its entirety, declare the early maturity of the Credit, and proceed with the enforcement of the guarantees established in the third section of this Agreement; all without prejudice to other civil or criminal liabilities that may be claimed against the Debtor, the Solidary Guarantor, or the Quotaholder if they have misled or deceived the Creditor by providing incorrect information or by not expressly disclosing the true economic situation of the Debtor.

 

Upon agreement of the early maturity of this Agreement, the Debtor shall have a maximum period of 5 Business Days from the notification of the resolution to rectify any non-pecuniary default or repay the outstanding principal of the Credit, plus interest, expenses, and any other legitimate payment owed by the Debtor.

 

Once the specified period for rectifying any non-pecuniary default or making the payment has elapsed without the Debtor having done so, the Creditor may exercise the corresponding judicial or extrajudicial actions to execute and realize the guarantees granted by the Debtor in favor of the Creditor.

 

The execution of the guarantees constituted in accordance with the Financing Documents, as well as the initiation of legal actions that may correspond to the Creditor against the Debtor in relation to the Financing Documents, whether judicial or extrajudicial, will be carried out by the Creditor or by the Trustee when expressly instructed to do so.

 

If a Default Event occurs, the Creditor may, at its discretion, declare this Credit immediately due and payable, along with any outstanding balances owed to the Creditor, together with any other amounts payable under this Agreement, without the need for presentation, demand, lawsuit, protest, or notice of any kind, and exercise all rights granted by law and the Financing Documents, through the procedures to which it is entitled, for all of which the Debtor, the Solidary Guarantor, and the Quotaholder waive their domicile.

 

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No failure or delay on the part of the Creditor or the Trustee to enforce or exercise any right arising from the Financing Documents shall be construed as a waiver of the rights and faculties that correspond to them in accordance with the Financing Documents and the law. All rights contained in the Financing Documents, and any guarantees offered therein, are cumulative and may be enforced jointly or separately.

 

Clause 8.3. - Indemnification for Default: The Debtor shall indemnify the Creditor against any expense or loss, including legal costs, expenses, stamp duties required by law, and fees of legal professionals, that the Creditor may have or incur as a result of a Default Event, including, but not limited to, any loss of profits or losses incurred in the liquidation or funding of the Credit or any part thereof. A certification regarding the expenses or losses specified in this clause issued by a reputable international auditing firm shall serve as justification and support for the expenses or losses to be indemnified. The cost of this certification shall be borne by the Debtor.

 

SECTION NINE

 

MISCELLANEOUS

 

Clause 9.1. - Costs and Expenses: All formalization expenses of this Agreement and the guarantees contemplated therein shall be borne by the Debtor, including expenses generated by the place of signature of this Agreement and any other reasonable expense that is a direct consequence of the signing of the guarantees granted for this Credit. Additionally, the Debtor, immediately upon being required by the Creditor, shall pay all sums necessary to reimburse them for charges, costs, stamp duties required by law, and expenses reasonably incurred in the negotiation, preparation, review, closing, preservation, execution, administration, and forced execution of this Agreement, including legal fees and any other professional whose intervention may have been required. In case of a discrepancy regarding the amount of expenses and fees, the certification issued by a reputable international auditing firm, establishing such charges, costs, and expenses, shall be considered as evidence of them and shall be presumed as accurate. The cost of such certification shall be borne by the Debtor.

 

Clause 9.2. - Absence of Joint Venture. Nothing herein shall constitute or be considered to constitute or create a joint venture and/or partnership or association or accounts in participation between the Debtor and the Creditor. The Creditor does not assume or bear any business risks directly or indirectly related to the Debtor or its business operations.

 

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Clause 9.3. - Assignment and Participation. The Creditor reserves the right to assign, in whole or in part, its rights in the Financing Documents and all ancillary rights and any other guarantees provided by the Debtor or any contract entered into by it directly or indirectly related to the Credit, without any obligation other than notifying the Debtor of such circumstances. For this purpose, the Creditor is duly authorized by the Debtor to share any credit documentation or financial information of the Debtor with the potential assignee of the Credit. Likewise, the Creditor reserves the right and the option to participate, in whole or in part, in the Credit and all ancillary rights and any other guarantees provided by the Debtor or any contract entered into by it directly or indirectly related to the Credit, with another local or international financial institution. No notification will be required if the Creditor participates, in whole or in part, in the Credit. The Debtor may not assign the rights and/or obligations conferred by this Agreement without the prior written consent of the Creditor.

 

Clause 9.4. - Invalidity or Partial Nullity. Any provision in the Financing Documents that becomes inoperative, unenforceable, or invalid, in whole or in part, in relation to any part or in any jurisdiction, will not affect the other provisions or their operation, effectiveness, or validity with respect to the rest of the Agreement. In addition, the Parties will negotiate in good faith a substitute provision that, to the extent possible, is: (1) valid and enforceable and (2) fulfills the original commercial purpose, as intended by the Parties in the inapplicable or invalid provision.

 

Clause 9.5. - Absence of Waivers - Cumulative Rights. No failure, delay, or partial exercise by the Creditor in the exercise of any right under this Agreement shall operate as a waiver or as an impediment or preclusion in relation to any right under the same. All rights and remedies established in the Financing Documents or in any other warranty document are cumulative and may be exercised simultaneously or successively, and do not exclude any other right or remedy established by law.

 

Clause 9.6. - Survival. All statements and warranties made by the Debtor, the Solidary Guarantor, and the Quotaholder in this Agreement or in the Financing Documents shall survive their execution and continue in full force and effect until the Credit is fully paid, or for an additional period as established in this Agreement.

 

Clause 9.7. - Modifications, Amendments, and Notarization. This Agreement and the Letter of Conditions contain all agreements between the Parties. All previous negotiations, commitments, stipulations, statements, and agreements, whether oral or written, in connection with the Credit, are merged herein, and in case of contradiction between them, those contained herein shall prevail for all legal purposes Clause 9.7 - Stipulations of the Financing Documents and Their Annexes. This Agreement shall not be modified or amended in any way except by another written agreement executed by the Parties with the same formalities as this Agreement. Either of the Parties may notarize or request the recordation of the date of this Agreement without the need for the other party’s appearance, with the interested party bearing the expenses that such an act may entail.

 

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Clause 9.8. - Fiscal Valuation. For tax purposes, this Agreement is estimated at the sum of forty-five million five hundred thousand dollars (US$45,500,000.00).

 

Clause 9.9. - Notifications. All communications under this Agreement shall be made in writing and sent or delivered by hand with proof of receipt to each of the contracting Parties at the addresses indicated at the beginning of this Agreement. The Parties agree that if that place becomes inaccurate or nonexistent, or if that address is modified and not communicated in writing to all Parties, any notification made to the indicated address shall be deemed notified upon delivery of the notification to the address indicated here.

 

Clause 9.10. - Applicable Law and Jurisdiction, Arbitration Agreement. This Agreement and any other annexed document shall be governed, interpreted, and enforced in accordance with the laws of the Republic of Costa Rica. With the exception of the enforcement of the guarantees provided by the Debtor in the third section of this Agreement and the Financing Documents, any other disputes, differences, disputes, or claims that may arise from this Agreement or the business and subject matter to which it refers, its execution, breach, interpretation, or validity, shall be resolved through arbitration of law and in accordance with the procedures established in the regulations of the Center for Conciliation and Arbitration (CCA) of the Chamber of Commerce of Costa Rica, to whose procedural rules the Parties voluntarily and unconditionally submit. In accordance with Articles 41 and 43 of the Political Constitution of Costa Rica, the Parties expressly waive ordinary jurisdiction and agree to resolve the conflict according to the following procedure: The conflict will be elucidated in accordance with the substantive law of the Republic of Costa Rica. The place of arbitration will be the CCA in San José, Republic of Costa Rica. The arbitration will be resolved by an arbitration tribunal composed of three (3) arbitrators. The arbitrators will be appointed in accordance with Articles 26 to 30, as applicable, all of these under the Law of Alternative Dispute Resolution and Promotion of Social Peace. In the absence of timely designation by one or more of the Parties, they will be appointed by the center according to its regulations. If at the time the conflict is to be resolved, the CCA is not providing the aforementioned services, the conflict will be resolved through an arbitration process conducted in accordance with the alternative dispute resolution laws in force in the Republic of Costa Rica at the respective time. Likewise, and without prejudice to the foregoing, it is clear and understood for all Parties that the executive titles stating the debtor’s credit obligations may be executed through judicial or extrajudicial means as appropriate.

 

In witness whereof, we sign on the following page in 2 originals of equal tenor and legal value in the City of San José, Republic of Costa Rica, on the 7th day of June 2021.

 

[Signatures]

 

[Signatures]

 

Página 33 de 34

 

 

Annex Number 1

 

   Stage 1   Stage 2 
Building Data  Infra   300 Building   200 Building   100 Building   Infra   600 Building   400 Building   500 Building   Total 
Direct Cost ($000’s)   10.461    7.775    6.224    4.276    3.665    5.625    6.267    5.480    49.773 
Accumulated quotaholders contributions   941    1.618    2.147    2.510    2.807    3.263    3.777    4.270      
Cumulated Debt   9.520    16.618    22.313    26.226    29.594    34.763    40.516    45.503      
% Total Debt   19%   33%   45%   53%   59%   70%   81%   91%     

 

The figures indicated are for reference purposes only, considering that the maximum amount to be disbursed may not exceed 91% of the direct project costs or 91% of the final budget duly validated by experts to the satisfaction of the Bank, whichever is less. The same basis will apply to calculate the 9% contribution for each tract to be constructed.

 

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EX-10.20 11 ex10-20.htm

 

Exhibit 10.20

 

ADDENDUM NO. 1 TO THE SPECIFIC CREDIT AGREEMENT SIGNED ON JUNE 7, 2021

 

This Agreement is executed on the date indicated below, between:

 

(a) BANCO BAC SAN JOSÉ, S. A., corporate number 3-101-12009, a company organized and existing under the laws of the Republic of Costa Rica, with its registered office in San José, Escazú, Plaza Roble, Terraza B, hereby represented by Mr. Francisco Echandi Gurdián, of legal age, married once, Financier, with domicile in San José, Curridabat, bearer of ID number 1-698-521, acting as general and unlimited attorney-in-fact, a company registered and in force as stated in the Registry of Legal Entities of the National Registry, under the mentioned legal identification number, in his capacity as Creditor under the Loan Agreement (hereinafter the “Creditor”);

 

(b) 3-102-784433, S.R.L., a company organized and existing under the laws of the Republic of Costa Rica, corporate number 3- 102-784433, with its registered office in San José, Santa Ana, Pozos, Forum I, Building C, Office 1-C-1, hereby represented by: (i) Rocío Rojas Cruz, of legal age, married once, Lawyer, with domicile in San José, Curridabat, Guayabos, bearer of ID number 1-615-003; (ii) Maricel Rojas Cruz, of legal age, married twice, Executive, with domicile in San José, Los Yoses, bearer of ID number 1-482-231; (iii) Annette Fernández Pagan, of legal age, Businesswoman, with domicile in San José, bearer of DIMEX number 184002666420; acting jointly as Manager 07, Manager 06, and Manager 02, respectively, the first two representing Block B and the third representing Block A, with powers of general and unlimited attorneys-in-fact, a company registered and in force as stated in the Registry of Legal Entities of the National Registry, under the mentioned legal identification number (hereinafter the “Debtor”);

 

(c) LATAM LOGISTIC PAN HOLDCO VERBENA I, S. DE R.L., a company organized and existing under the laws of the Republic of Panama, registered at folio 155688648, with its registered office in the Republic of Panama, Corregimiento Panamá City, District of Panamá, Panamá, represented by Mr. Esteban Saldarriaga Gavira, of legal age, Entrepreneur, residing in Panama, bearer of passport number PE167802, acting as President, with sufficient powers for this act; and

 

(d) HACIENDA LA VERBENA S.A., a company organized and existing under the laws of the Republic of Costa Rica, corporate number 3-101-640165, with its registered office in San José, San José, Carmen, Street 3, Avenues 1 y 3, second floor, Building Manuel E Vásquez, represented in this act by Rocío Rojas Cruz, acting as Secretary with powers of general and unlimited attorney-in-fact, a company registered and in force as stated in the Registry of Legal Entities of the National Registry, under the mentioned corporate number (hereinafter collectively referred to with the company Latam Logistic Pan Holdco Verbena I, S. de R.L., as the “Quotaholder”);

 

 
 

 

Mutually recognizing the legal capacity necessary for the granting of this Agreement; WE DECLARE:

 

BACKGROUND

 

I. Whereas, on June 7, 2021, the parties entered into a Specific Credit Agreement, whereby the Creditor made available to the Debtor a non-revolving term commercial credit in the amount of forty-five million five hundred thousand US Dollars (US$45,500,000.00), legal currency of the United States of America (hereinafter “Dollars”) (hereinafter referred to as the “Loan”).

 

II. Whereas, by Commitment Letter dated April 21, 2023 (hereinafter the “Commitment Letter”), the contracting parties have agreed to increase the amount of the non-revolving term commercial credit by two million five hundred fifty thousand US Dollars (US$2,500,000.00), bringing the total amount to forty-eight million fifty thousand US Dollars ($48,050,000.00).

 

Therefore, with the purpose of recording in a document the agreements reached, the contracting parties have agreed to sign this Addendum No. 1 to the Loan (hereinafter “Addendum No. 1”) on the following terms and conditions:

 

Clause 1.- The contracting parties agree to modify clause 1.3, “Purpose,” to read as follows:

 

Clause 1.3.- Purpose. - The purpose of this Credit is to assist the Debtor with the financial resources necessary to: (i) Finance 91% of the direct costs of the Project, a term duly defined in the credit agreement. (ii) Finance 100% of the direct costs related to TIA (“Tenant Improvement Allowance”) in the amount of one million fifty thousand US Dollars (US$1,050,000.00) for the tenant Kimberly Clark. (iii) Address all additional costs associated with warehouses 600 and 400 of the Project, in the amount of one million five hundred thousand US Dollars (US$1,500,000.00).”

 

Clause 2.- The contracting parties agree to modify clause 1.10, “Payment Method,” to read as follows:

 

Clause 1.10. Payment Method. - The Debtor will have a grace period of 4 months from this date, during which only interest monthly calculated on the principal balance must be paid, with the first interest payment due on November 1, 2023. After the grace period, starting on February 01, 2024, the Debtor will pay the Creditor in equal, monthly, variable, and consecutive installments, including interest and principal calculated over 93 months, in the initial amount of four hundred sixty-nine thousand six hundred eighty-eight US Dollars (US$469,688.00), and a final payment for any other amount owed by the Debtor pending payment on the maturity date of the Credit, being July 1, 2031. The equal installments will be recalculated with the same periodicity of the interest rate adjustment so that the agreed term is maintained at all times.”

 

Clause 3.- The contracting parties agree to modify clause 1.13 “Current and Default Interest” of the Loan to read as follows:

 

Clause 1.7.- Current and Default Interest.- The Debtor will pay the Creditor current interest, payable monthly in arrears, at a FIXED annual interest rate of 8.12% per annum. As of April 1, 2024, and until the end of the term of the Credit, the Debtor will pay the Creditor current interest on the Credit from the disbursement date, on principal balances at an annual interest rate composed of a variable factor beyond the will and interference of the parties, which will be the rate known as the Secured Overnight Financing Rate (“SOFR”) in its term mode (CME Term SOFR) at 3 months, administered by the Chicago Mercantile Exchange, as published on its website: https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html (or whoever eventually replaces it as the Administrator of said rate), plus a fixed factor of 3.78 percentage points. The Debtor acknowledges the CME Term SOFR at 3 months published by the Chicago Mercantile Exchange or any other public and objective reference source consulted by the Creditor as objectively determined and publicly known for the purposes of Article 497 of the Commercial Code of Costa Rica. The CME Term SOFR at 3 months is subject to periodic changes, and each change in this interest rate will simultaneously cause an effective change in the amount of interest that the Debtor must pay to the Creditor. If the Debtor fails to pay any amount due to the Creditor under this Agreement, it must then pay the Creditor default interest equivalent to the current interest rate in effect in the month in which the default occurs, plus 2 percentage points. Default interest will continue to accumulate and adjust in the same manner, mode, and procedure established for current interest until the Creditor receives full payment of the overdue amount.”

 

 
 

 

Clause 4.- The contracting parties agree to modify clause 4.6, “Determination of the Current Interest Rate in the Face of Illegality or Indeterminacy” of the Loan, to read as follows:

 

“Clause 4.6.- Determination of the current interest rate in the face of illegality or indeterminacy. It is expressly understood and accepted by the Creditor and the Debtor that the calculation formula of the current interest rate applicable to the Credit will be immediately replaced for the purposes of this Agreement if: (i) the administrator Chicago Mercantile Exchange (“Administrator”) of the CME Term SOFR 3-month rate (the “Reference Rate”) ceases to provide the rate to the general public, or (ii) if the Administrator of the applicable Reference Rate, its regulator, or any authority with jurisdiction over the Administrator or the Creditor makes a public announcement stating that the Reference Rate is no longer reliable or representative (in both cases a “Replacement Event”). If a Replacement Event occurs, the Creditor will immediately apply to the existing principal balance of the Credit at that time a new benchmark current interest rate, national or international, at its sole discretion, but always on the understanding that: (i) in the event of a Replacement Event of the CME Term SOFR 3-month rate, the parties agree from now on to use the Prime Rate as the new benchmark current interest rate for this Agreement; (ii) If the Prime Rate is not available at the time of the Replacement Event of the CME Term SOFR 3-month rate or if a Replacement Event of the Prime Rate subsequently occurs, the Creditor will immediately select, at its sole discretion, a new national or international reference rate, but always: (a) respecting that the new reference rate is objective and publicly known, (b) seeking to consider reference rates that may be being used and/or recommended in international markets, and (c) acting in good faith to reasonably ensure that the selected new benchmark current interest rate (the “Substitute Rate”) does not have a significant impact on the Credit. Once the Substitute Rate is selected, the new current interest rate will be calculated by the Creditor by adding to said Substitute Rate the percentage points necessary (the “New Margin”) so that the current interest rate that the Debtor must pay to the Creditor at the time of substitution is equivalent to the last current interest rate applicable to the Credit on the immediately preceding payment date before the Replacement Event. The New Margin will be fixed at the time of replacement and will continue to be used to calculate the current interest rate applicable to the Credit on each subsequent current interest rate review date. The New Margin will only be modified if in the future a new Replacement Event occurs that justifies the repetition of the procedure outlined here or if there is an express written renegotiation between the parties of the terms of this Agreement. Any change in the Reference Rate should be promptly notified by the Creditor, who will also notify the Debtor of the New Margin, the new formula for calculating the current interest rate, and any other information required by law or competent authority. Such notification will be made through written communication on the statement or in the email registered by the Debtor in the Creditor’s database. The Debtor will have a period of fifteen (15) business days, counted from the date of receiving the notification, to communicate in writing to the Creditor its rejection of the Substitute Rate established by the Creditor, and in case it does not express it in writing to the Creditor within that period, it will be understood for the purposes of the Credit that the Substitute Rate has been accepted by the Debtor and will come into effect from the notification of the determination of the Substitute Rate to the Debtor. If the Debtor does not accept the Substitute Rate established by the Creditor, the Debtor must fully prepay the Credit within one hundred twenty (120) calendar days following the date of its notice of non-acceptance of the Substitute Rate, without any penalty or prepayment commission. The fact that the Debtor does not accept the Substitute Rate and also does not prepay the Credit within the aforementioned one hundred twenty (120) days will be considered as a case of default of the Credit and will authorize the Creditor to declare the Credit due in advance and proceed with its judicial or extrajudicial collection, as appropriate.”

 

Clause 5.-By its nature, this Addendum No. 1 is of immeasurable amount.

 

Clause 6.- The contracting parties agree that all and each of the stipulations of the Loan that have not been expressly modified by this Addendum No. 1 will remain in full force and legal effect, and in case of contradiction between them, directly or indirectly, the stipulations of this Addendum No. 1 will prevail.

 

 
 

 

In witness whereof, we sign in three originals of equal tenor and legal value in the City of San José, Republic of Costa Rica, October 17, 2023.

 

Signatures are recorded on the next page.

 

Banco Bac San José, S.A.

Creditor

 

________________________

FRANCISCO ECHANDI GURDIÁN

3-102-784433, S.R.L

Debtor

 

________________________

ROCÍO ROJAS CRUZ

 

________________________

MARICEL ROJAS CRUZ

 

________________________

ANNETTE FERNÁNDEZ PAGAN

LATAM LOGISTIC PAN HOLDCO VERBENA I, S DE R.L.

Quotaholder

 

________________________

ESTEBAN SALDARRIAGA GAVIRA

HACIENDA LA VERBENA S.A.

Quotaholder

 

________________________

ROCÍO ROJAS CRUZ

 

________________________

MARICEL ROJAS CRUZ

 

 

 

EX-10.21 12 ex10-21.htm

 

Exhibit 10.21

 

EXECUTION VERSION

 

INVESTMENT NUMBER 40154

 

Loan Agreement

 

between

 

LATAM LOGISTIC PER PROPCO LURIN I S.R.L.

 

and

 

INTERNATIONAL FINANCE CORPORATION

 

Dated as of May 31, 2017

 

 

 

 

TABLE OF CONTENTS

 

Article/Section   Item   Page No.
         
ARTICLE I       1
Definitions and Interpretation   1
     
  Section 1.01.   Definitions   1
  Section 1.02.   Financial Calculations   17
  Section 1.03.   Interpretation   17
  Section 1.04.   Business Day Adjustment   17
           
ARTICLE II       18
The Loan       18
         
  Section 2.01.   The Loan   18
  Section 2.02.   Disbursement Procedure   18
  Section 2.03.   Interest   18
  Section 2.04.   Default Rate Interest   20
  Section 2.05.   Repayment   20
  Section 2.06.   Prepayment   22
  Section 2.07.   Fees   22
  Section 2.08.   Currency and Place of Payments   23
  Section 2.09.   Allocation of Partial Payments   24
  Section 2.10.   Increased Costs   24
  Section 2.11.   Unwinding Costs   24
  Section 2.12.   Suspension or Cancellation by IFC   24
  Section 2.13.   Cancellation by the Borrower   25
  Section 2.14.   Taxes   25
  Section 2.15.   Expenses   25
  Section 2.16.   Illegality of Participation   26
           
ARTICLE III       28
Representations and Warranties   28
     
  Section 3.01.   Representations and Warranties    28
  Section 3.02.   IFC Reliance   31
           
ARTICLE IV       31
Conditions of Disbursement   31
     
  Section 4.01.   Conditions of First Disbursement   31
  Section 4.02.   Conditions of All Disbursements   33

 

 
- ii

 

Article/Section   Item   Page No.
         
  Section 4.03.   Borrower’s Certification   33
  Section 4.04.   B Loan Conditions   35
  Section 4.05.   Conditions for IFC Benefit   35
           
ARTICLE V     36
Particular Covenants   36
         
  Section 5.01.   Affirmative Covenants   36
  Section 5.02.   Negative Covenants   37
  Section 5.03.   Reporting Requirements   41
  Section 5.04.   Insurance   43
           
ARTICLE VI   45
Events of Default   45
       
  Section 6.01.   Acceleration after Default   45
  Section 6.02.   Events of Default   45
  Section 6.03.   Bankruptcy   48
           
ARTICLE VII   48
Miscellaneous   48
         
  Section 7.01.   Saving of Rights   48
  Section 7.02.   Notices   49
  Section 7.03.   English Language   49
  Section 7.04.   Term of Agreement   50
  Section 7.05.   Applicable Law and Dispute Resolution   50
  Section 7.06.   Disclosure of Information   51
  Section 7.07.   Successors and Assignees   51
  Section 7.08.   Amendments, Waivers and Consents   51
  Section 7.09.   Counterparts   51
           
ANNEX A       A-1
PROJECT COST AND FINANCIAL PLAN   A-1
         
ANNEX B       B-1
BORROWER/PROJECT AUTHORIZATIONS   B-1
         
ANNEX C       C-1
INSURANCE REQUIREMENTS   C-1

 

 
- iii

 

Article/Section   Item   Page No.
                                                                                                
ANNEX D   D-1
ANTI-CORRUPTION GUIDELINES FOR IFC TRANSACTIONS   D-1
         
ANNEX E   E-1
PROJECT SCHEDULE   E-1
         
ANNEX F   F-1
PERFORMANCE INDICATORS   F-1
         
ANNEX G   G-1
ACTION PLAN   G-1
         
ANNEX H   H-1
PARTICIPANT SANCTIONS REGIMES   H-1
         
SCHEDULE 1   S1-1
FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY   S1-1
         
SCHEDULE 2   S2-1
FORM OF REQUEST FOR DISBURSEMENT   S2-1
         
SCHEDULE 3   S3-1
FORM OF DISBURSEMENT RECEIPT   S3-1
         
SCHEDULE 4   S4-1
FORM OF PROCESS AGENT LETTER   S4-1
         
SCHEDULE 5   S5-1
FORM OF LETTER TO BORROWER’S AUDITORS   S5-1
         
SCHEDULE 6   S6-1
FORM OF BORROWER’S CERTIFICATION ON DISTRIBUTION OF DIVIDENDS   S6-1
         
SCHEDULE 7   S7-1
QUARTERLY AND ANNUAL OPERATIONS REPORT INFORMATION   S7-1
         
SCHEDULE 8       S8-1
FORM OF QUARTERLY PROJECT IMPLEMENTATION REPORT   S8-1
         
SCHEDULE 9       S9-1
FORM OF ANNUAL MONITORING REPORT   S9-1

 

 
 

 

LOAN AGREEMENT

 

LOAN AGREEMENT (the “Agreement”) dated as of May 31, 2017, between LATAM LOGISTIC PER PROPCO LURIN I S.R.L., a sociedad comercial de responsabilidad limitada organized and existing under the laws of the Republic of Perú (the “Borrower”); and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries including the Republic of Perú (“IFC”).

 

RECITALS

 

(A) The Borrower is undertaking the construction, completion, ownership and operation of the Project (as defined below);

 

(B) The Borrower has requested IFC to provide the loans described in this Agreement to finance the construction, completion, ownership and initial operation of the Project (as defined below) and certain other costs and expenditures associated with the development of the Project; and

 

(C) IFC is willing to provide those loans upon the terms and conditions set forth in this Agreement.

 

ARTICLE I

 

Definitions and Interpretation

 

Section 1.01. Definitions. Wherever used in this Agreement, the following terms have the following meanings:

 

A Loan” means the loan specified in Section 2.01(a) (The Loan) or, as the context requires, its principal amount from time to time outstanding;

 

A Loan Disbursement” means any disbursement of the A Loan;

 

A Loan Interest Rate” means for any Interest Period, the rate at which interest is payable on the A Loan during that Interest Period, determined in accordance with Section 2.03 (Interest);

 

Accounting Standards” means the International Financial Reporting Standards (IFRS) promulgated by the International Accounting Standards Board (“IASB”) (which include standards and interpretations approved by the IASB and International Accounting Standards issued under previous constitutions), together with its pronouncements thereon from time to time, and applied on a consistent basis;

 

Action Plan” means the plan or plans developed by the Borrower setting out specific social and environmental measures to be undertaken by the Borrower, to enable the Project to be constructed, equipped and operated in compliance with the Performance Standards, as set forth in Annex G (Action Plan) hereto, as such Action Plan may be amended or supplemented from time to time with IFC’s consent;

 

 
-2

 

Affiliate” means any Person directly or indirectly controlling, controlled by or under common control with, the Borrower (for purposes of this definition, “control” means the power to direct the management or policies of a Person, directly or indirectly, whether through the ownership of shares or other securities, by contract or otherwise, provided that the direct or indirect ownership of 26% or more of the voting capital stock, share capital or equivalent interest of a Person is deemed to constitute control of that Person, and “controlling” and “controlled” have corresponding meanings);

 

Annual Monitoring Report” means the annual monitoring report, substantially in the form set forth in Schedule 9 (Form of Annual Monitoring Report) setting out the specific social, environmental and developmental impact information to be provided by the Borrower in respect of the Project, as such form of Annual Monitoring Report may be amended or supplemented from time to time with IFC’s consent;

 

Applicable E&S Law” means all applicable statutes, laws, ordinances, rules and regulations of the Country, including without limitation, licenses, permits or other governmental Authorizations setting standards concerning environmental, social, labor, health and safety or security risks of the type contemplated by the Performance Standards or imposing liability for the breach thereof;

 

Asset Pledge Agreement” means the asset pledge agreement (garantía mobiliaria sobre activos) entered into on or following the date hereof between the Borrower and IFC pursuant to which the Borrower grants IFC a first-ranking Lien over all moveable assets of the Borrower related to the Project;

 

Auditors” means: (a) with respect to the Borrower, such firm as the Borrower appoints from time to time as its auditors pursuant to Section 5.01(e) (Affirmative Covenants); and (b) with respect to the Guarantor, such firm as the Guarantor appoints from time to time as its auditors pursuant to Section 6.01(d) (Guarantor’s Covenants) of the Guarantee Agreement;

 

Authority” means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any Person, whether or not government owned and howsoever constituted or called, that exercises the functions of a central bank);

 

Authorization” means any consent, registration, filing, agreement, notarization, certificate, license, approval, permit, authority or exemption from, by or with any Authority, whether given by express action or deemed given by failure to act within any specified time period and all corporate, creditors’ and stockholders’ or shareholders’ (as applicable) approvals or consents;

 

Authorized Representative” means, with respect to any Credit Party or any natural person who is duly authorized by such Credit Party to act on its behalf for the purposes specified in, and whose name and a specimen of whose signature appear on, the Certificate of Incumbency and Authority most recently delivered by such Credit Party to IFC;

 

B Loan” means the loan specified in Section 2.01(b) (The Loan) or, as the context requires, its principal amount from time to time outstanding;

 

B Loan Disbursement” means any disbursement of the B Loan;

 

B Loan Interest Rate” means for any Interest Period, the rate at which interest is payable on the B Loan during that Interest Period, determined in accordance with Section 2.03 (Interest);

 

 
-3

 

Blackstone” means The Blackstone Group L.P. or an Affiliate thereof or a fund or other investment vehicle managed by such entity or its Affiliate.

 

Blackstone Investment” means the transfer by JREP 1 of certain of its equity interests in the Sponsor and:

 

(i) pursuant to which Blackstone obtains, directly or indirectly, legal and beneficial ownership of no more than 51% of the equity interests (other than the Class A shares) of the Sponsor; and

 

(ii) after which:

 

(a) JREP 1 holds, directly or indirectly, (x) at least 36% of the legal and beneficial ownership of the equity interests of the Sponsor and (y) sufficient ownership of such issued Class A shares such that it maintains effective control over the Sponsor; and

 

(b) LatAm Logistic Investments holds, directly or indirectly, at least 6.5% of the legal and beneficial ownership of the equity interests of the Sponsor and holds anti-dilution rights in form and substance satisfactory to IFC.

 

Building” means any of Building 100, Building 200 and Building 300.

 

Building 100” has the meaning given to that term in the definition of the term “Project”.

 

Building 200” has the meaning given to that term in the definition of the term “Project”.

 

Building 300” has the meaning given to that term in the definition of the term “Project”.

 

Building Physical Completion Date” means, with respect to any Building, the last day of the month in which the following requirements have been fully satisfied:

 

(i)such Building and the facilities related thereto have been properly constructed and completed and accepted by the Borrower;

 

(ii)there are no material outstanding claims by contractors in respect of the construction of such Building or the facilities related thereto or by any suppliers in relation such Building or the facilities related thereto (other than, in each case, claims being contested in good faith and with respect to which the Borrower has made adequate reserves);

 

(iii)such Building and the facilities, site, plants and equipment related thereto have been acquired, developed, constructed and become fully operational in compliance with the Action Plan and the applicable laws of the Country (including all Applicable E&S Law) and otherwise in a manner consistent with the applicable requirements of the Performance Standards in all respects;

 

(iv)all Authorizations required for the normal operation of such Building and the facilities related thereto and the performance by the Borrower of its obligations under the Transaction Documents have been obtained and remain in full force and effect;

 

 
-4

 

  (v) no Event of Default or Potential Event of Default has occurred and is continuing;

 

(vi)the Borrower has delivered to IFC a notice, signed by an Authorized Representative, certifying that the requirements set out in paragraphs (i) through (iii) above have been fulfilled and that the requirements set out in paragraphs (iv) and (v) above are satisfied; and

 

(vii)IFC has notified the Borrower that the Borrower’s notice referred to in subparagraph (vi) above is acceptable to IFC.

 

Business Day” means a day when banks are open for business in New York, New York, and, solely for the purpose of determining the applicable Interest Rate other than pursuant to Section 2.03(d)(ii) (Interest), London, England;

 

CAO” means Compliance Advisor Ombudsman, the independent accountability mechanism for IFC that impartially responds to environmental and social concerns of affected communities and aims to enhance outcomes;

 

CAO’s Role” means (i) to respond to complaints by persons who have been or are likely to be directly affected by the social or environmental impacts of IFC projects; and (ii) to oversee audits of IFC’s social and environmental performance, particularly in relation to sensitive projects, and to ensure compliance with IFC’s social and environmental policies, guidelines, procedures and systems;

 

Capital Expenditure” has the meaning given to that term in Section 5.02(b) (Capital Expenditures).

 

Cash Collateral Account” has the meaning given to that term in the Cash Collateral Account Security Agreement.

 

Cash Collateral Account Control Agreement” means the account control agreement in respect of the Cash Collateral Account entered into or to be entered into on or following the date hereof between the Sponsor, IFC and Wells Fargo Bank, N.A.;

 

Cash Collateral Account Required Balance” has the meaning given to that term in the Cash Collateral Account Security Agreement.

 

Cash Collateral Account Security Agreement” means the security agreement in respect of the Cash Collateral Account entered into or to be entered into on or following the date hereof between the Sponsor and IFC;

 

Certificate of Incumbency and Authority” means, with respect to any Credit Party, a certificate provided to IFC by such Person, substantially in the form of Schedule 1 (Form of Certificate of Incumbency and Authority);

 

 
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Change of Control” means the occurrence of either of the following circumstances:

 

(i) JREP 1 (acting through Jaguar) ceases to have effective control (whether through direct or indirect ownership of equity interests or by contract) over the actions of the board of directors and the management and policies of the Sponsor;

 

(ii) Jaguar ceases to manage and control JREP I;

 

(iii) JREP 1 ceases to maintain, directly or indirectly, at least:

 

(a) at any time prior to the consummation, if any, of the Blackstone Investment, 92% (or, following the transfer of shares to a separate entity in connection with the issuance of the Sponsor Management Stock Options have been issued, 87%); and

 

(b) at any time on or following the consummation of the Blackstone Investment, 36%, in each case, of the legal and beneficial ownership, free from all Prohibited Transfers, of the equity interests in the Sponsor; or

 

(iv) the Sponsor ceases to maintain, directly or indirectly, 99.99% of the legal and beneficial ownership, free from all Prohibited Transfers, of the equity interests in, and to otherwise control the management and policies of, each of the Borrower and the Guarantor.

 

Charter” means:

 

(i) with respect to the Borrower, its by-laws (estatuto social) and its public deed of incorporation (escritura pública de constitución), collectively; and

 

(ii) with respect to any Person (other than a natural person or the Borrower), the memorandum and articles of association and/or such other constitutive documents, howsoever called, of that Person;

 

Coercive Practice” has the meaning assigned to it in Annex D (Anti-Corruption Guidelines for IFC Transactions);

 

Collusive Practice” has the meaning assigned to it in Annex D (Anti-Corruption Guidelines for IFC Transactions);

 

Construction Contracts” means, collectively:

 

(i) the earthworks contract dated January 25, 2017, entered into between the Borrower and RGB Movimiento de Tierra E.I.R.L;

 

(ii) the infrastructure contract to be entered into prior to the date of the first Disbursement between the Borrower and De Vicente Constructora S.A.C.;

 

(iii) the steel structure contract to be entered into prior to the date of the first Disbursement between the Borrower, Medabil Industria EM Sistemas Constructivos S.A. and Almacenes Sudamericanos S.A.; and

 

 
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(iv) one or more additional contracts, entered or to be entered into, in form and substance satisfactory to IFC, between the Borrower and one or more construction contractors acceptable to IFC for (a) general contracting in relation to the Project, (b) the construction, equipping and commissioning of a sewage treatment plant in connection with the Project, (c) installation of flooring at the Project site and (d) certain tenant improvements with respect to the Project;

 

Corrupt Practice” has the meaning assigned to it in Annex D (Anti-Corruption Guidelines for IFC Transactions);

 

Country” or “Peru” means the Republic of Peru.

 

Credit Parties” means, collectively, the Borrower, the Guarantor and the Sponsor, and “Credit Party” means any of them.

 

Debt to Additional Equity Ratio” means, with respect to any Disbursement, the ratio of the total amount of the Loan disbursed (taking into account the relevant Disbursement) to Equity Contributions made after the date hereof (for the avoidance of doubt, excluding the Initial Equity Contribution Amount).

 

Derivative Transaction” means any swap agreement, cap agreement, collar agreement, futures contract, forward contract or similar arrangement with respect to interest rates, currencies or commodity prices;

 

Disbursement” means an A Loan Disbursement or a B Loan Disbursement or both, as the context requires;

 

Dollars” and “$” means the lawful currency of the United States of America;

 

E&S Management System” means the Borrower’s social and environmental management system enabling it to identify, assess and manage Project risks on an ongoing basis;

 

E&SA” means the environmental and social assessment, dated April 27, 2017, prepared by the Borrower in accordance with the Performance Standards;

 

Environmental and Social Requirements” means, collectively, the provisions of Section 5.01(g) (Environmental Matters) and Section 5.01(i) (E&S Management System) hereof and any other provision of this Agreement or any other Financing Document relating to human health, environment, social issues or health and safety.

 

Equity Contribution” means any documented, capital contributions or contributions for Equity Interests made (i) in cash by the Sponsor to the Borrower or (ii) in the form of payment by the Sponsor of costs or expenses actually incurred by the Borrower;

 

Equity Interests” means, with respect to any Person, all of the shares or quotas of capital stock or equity of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination;

 

 
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Event of Default” means any one of the events specified in Section 6.02 (Events of Default);

 

Financial Debt” means, with respect to any Person, any indebtedness of such Person for or in respect of:

 

  (i) borrowed money;

 

(ii)the outstanding principal amount of any bonds, debentures, notes, loan stock, commercial paper, acceptance credits, bills or promissory notes drawn, accepted, endorsed or issued by such Person;

 

(iii)the deferred purchase price of assets or services (except trade accounts incurred and payable in the ordinary course of business to trade creditors within 90 days of the date they are incurred and which are not overdue and except retainers on Construction Contracts (which are held until the end of the relevant Construction Contract));

 

(iv)non-contingent obligations of such Person to reimburse any other Person for amounts payable by such second Person under a letter of credit or similar instrument (excluding any letter of credit or similar instrument issued for the account of such first Person with respect to trade accounts incurred and payable in the ordinary course of business to trade creditors within 90 days of the date they are incurred and which are not overdue and excluding security deposits from leasing tenants (held until the relevant lease expires));

 

  (v) the amount of any obligation in respect of any Financial Lease;

 

(vi)amounts raised under any other transaction having the financial effect of a borrowing and which would be classified as a borrowing (and not as an off- balance sheet financing) under the Accounting Standards;

 

(vii)the amount of such Person’s obligations under derivative transactions entered into in connection with the protection against or benefit from fluctuation in any rate or price (but only the net amount owing by such Person after marking the relevant derivative transactions to market);

 

(viii)any premium payable on a mandatory redemption or replacement of any of the foregoing items; and

 

(ix)without double-counting, the amount of any obligation in respect of any guarantee or indemnity given by such Person for any of the foregoing items incurred by any other person;

 

Financial Debt to Tangible Net Worth Ratio” means, as of any date of determination and with respect to the Borrower, the result obtained by dividing the Borrower’s Financial Debt by Tangible Net Worth, in each case, as of such date;

 

 
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Financial Lease” means any lease or hire purchase contract which would, under the Accounting Standards, be treated as a finance or capital lease;

 

Financial Plan” means the proposed sources of financing for the Project as set out in Annex A (Project Cost and Financial Plan);

 

Financial Year” means: (i) with respect to the Borrower, the accounting year of the Borrower commencing each year on January 1 and ending on the following December 31; and (ii) with respect to the Guarantor, the accounting year of the Guarantor commencing each year on January 1 and ending on the following December 31, or in each case, such other period as the Borrower or the Guarantor, as applicable, with IFC’s consent, from time to time designates as its accounting year;

 

Financing Documents” means, collectively:

 

  (i) this Agreement;

 

  (ii) the Guarantee Agreement;

 

  (iii) the Subordination Agreement;

 

  (iv) the Cash Collateral Account Control Agreement;

 

  (v) each Security Document;

 

  (vi) the Syndication Fee Letter;

 

  (vii) the Notes;

 

(viii)each other document designated from time to time by the Borrower and IFC as a “Financing Document”; and

 

(ix)all other documents and certificates required to be delivered from time to time hereunder or thereunder.

 

Fraudulent Practice” has the meaning assigned to it in Annex D (Anti-Corruption Guidelines for IFC Transactions);

 

Guarantee Agreement” means agreement entitled “Guarantee Agreement” entered into between the Guarantor and IFC on or following the date hereof, whereby the Guarantor irrevocably, absolutely and unconditionally guarantees the repayment of the Loan and payment of all amounts owing to IFC under the Financing Documents;

 

Guarantor” means LatAm Logistic PER OpCo S.R.L., a sociedad comercial de responsabilidad limitada organized and existing under the laws of the Country;

 

 
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Guarantor Management Services Agreement” means the management services agreement entered into, or to be entered into, in form and substance satisfactory to IFC, between the Borrower and the Guarantor in respect of the provision of management services to the Borrower by the Guarantor in relation to the Project;

 

IFC Security” means the security created by or pursuant to the Security Documents to secure all amounts owing by the Borrower to IFC under this Agreement and the other Financing Documents;

 

Increased Costs” means the amount certified in an Increased Costs Certificate to be the net incremental costs of, or reduction in return to, IFC or any Participant in connection with the making or maintaining of the Loan or its Participation that result from:

 

(i)any change in any applicable law or regulation or directive (whether or not having the force of law) or in its interpretation or application by any Authority charged with its administration; or

 

(ii)compliance with any request from, or requirement of, any central bank or other monetary or other Authority;

 

which, in either case, after the date of this Agreement: (A) imposes, modifies or makes applicable any reserve, special deposit or similar requirements against assets held by, or deposits with or for the account of, or loans made by, IFC or that Participant; (B) imposes a cost on IFC as a result of IFC having made the Loan or on that Participant as a result of that Participant having acquired its Participation or reduces the rate of return on the overall capital of IFC or that Participant that it would have achieved, had IFC not made the Loan or that Participant not acquired its Participation, as the case may be; (C) changes the basis of taxation on payments received by IFC in respect of the Loan or by that Participant with respect to its Participation (otherwise than by a change in taxation of the overall net income of IFC or that Participant imposed by the jurisdiction of its incorporation or in which it books its Participation or in any political subdivision of any such jurisdiction); or (D) imposes on IFC or that Participant any other condition regarding the making or maintaining of the Loan or its Participation; but excluding any incremental costs of making or maintaining a Participation that are a direct result of that Participant having its principal office in the Country or having or maintaining a permanent office or establishment in the Country, if and to the extent that permanent office or establishment acquires that Participation;

 

Increased Costs Certificate” means a certificate provided from time to time by IFC (based on a certificate to IFC from any Participant, if Increased Costs affect its Participation), certifying: (i) the circumstances giving rise to the Increased Costs; (ii) that the costs of IFC or, as the case may be, that Participant, have increased or the rate of return of either of them has been reduced; (iii) that IFC or, as the case may be, that Participant, has, in its opinion, exercised reasonable efforts to minimize or eliminate the relevant increase or reduction, as the case may be; and (iv) the amount of Increased Costs;

 

Initial Equity Contribution Amount” means $20,000,000;

 

Interest Determination Date” means except as otherwise provided in Section 2.03(d)(ii) (Interest), the second Business Day before the beginning of each Interest Period;

 

 
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Interest Payment Date” means January 15 and July 15 in each year;

 

Interest Period” means each period of six months in each case beginning on an Interest Payment Date and ending on the day immediately before the next following Interest Payment Date, except in the case of the first period applicable to each Disbursement when it means the period beginning on the date on which that Disbursement is made and ending on the day immediately before the next following Interest Payment Date;

 

Interest Rate” means (i) with respect to the A Loan, the A Loan Interest Rate, or (ii) with respect to the B Loan, the B Loan Interest Rate, as the context requires;

 

Jaguar” means Jaguar Growth Partners LLC or one or more of its Subsidiaries or Affiliates;

 

JREP 1” means Jaguar Real Estate Partners LP., an exempted limited partnership organized and existing under the laws of the Cayman Islands and managed by its general manager JREP GP LLC, a limited liability corporation organized and existing under the laws of the State of Delaware;

 

Land Purchase Option Agreements” means, collectively:

 

(i) the option agreement dated September 16, 2016, between Inmobiliaria Almonte S.A.C. and the Borrower granting the Borrower the option to purchase Inmueble 3 (as defined therein), on the terms and conditions set forth therein; and

 

(ii) the option agreement dated September 16, 2016, between Inmobiliaria Almonte S.A.C. and the Borrower granting the Borrower the option to purchase Inmueble 4 (as defined therein), on the terms and conditions set forth therein;

 

LatAm Logistic Investments” means, LatAm Logistic Investments LLC, or a fund or other investment vehicle owned (directly or indirectly) by Mr. Michael Fangman;

 

Liabilities” means, with respect to any Person, the aggregate of all obligations of such Person to pay or repay money, including, without limitation:

 

(i) Financial Debt;

 

(ii) the amount of all liabilities of such Person (actual or contingent) under any conditional sale or a transfer with recourse or obligation to repurchase, including, without limitation, by way of discount or factoring of book debts or receivables;

 

(iii) taxes (including deferred taxes);

 

(iv) trade accounts incurred and payable in the ordinary course of business to trade creditors within 90 days of the date they are incurred and which are not overdue (including letters of credit or similar instruments issued for the account of such Person with respect to such trade accounts);

 

(v) accrued expenses, including wages and other amounts due to employees and other services providers;

 

 
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(vi) the amount of all liabilities of such Person howsoever arising to redeem any of its shares; and

 

(vii) to the extent (if any) not included in the definition of Financial Debt, the amount of all liabilities of any person to the extent such Person guarantees them or otherwise obligates itself to pay them.

 

LIBOR” means the interbank offered rates for deposits in the Loan Currency administered by the ICE Benchmark Administration Limited (“ICE”) (or NYSE Euronext or any applicable successor entity) which appear on the relevant page of the Reuters Service (currently page LIBOR01) or, if not available, on the relevant pages of any other service (such as Bloomberg Financial Markets Service) that displays such rates; provided that if the ICE (or NYSE Euronext, or any applicable successor entity) for any reason ceases (whether permanently or temporarily) to publish interbank offered rates for deposits in the Loan Currency for the relevant Interest Period, “LIBOR” shall mean the rate determined pursuant to Section 2.03(d) (Interest); provided further that if any such rate is less than zero, LIBOR shall be deemed to be zero;

 

Lien” means any mortgage, pledge, charge, assignment, hypothecation, security interest, title retention, preferential right, trust arrangement, right of set-off, counterclaim or banker’s lien, privilege or priority of any kind having the effect of security, any designation of loss payees or beneficiaries or any similar arrangement under or with respect to any insurance policy or any preference of one creditor over another arising by operation of law;

 

Loan” means collectively, the A Loan and the B Loan or, as the context requires, the principal amount of the A Loan and the B Loan outstanding from time to time;

 

Loan Currency” means Dollars;

 

Long-term Debt” means that part of Financial Debt whose final maturity falls due more than one year after the date it is incurred (including the current maturities thereof);

 

Management Services Agreements” means, collectively, the Guarantor Management Services Agreement and the Sponsor Management Services Agreement.

 

Market Disruption Event” means that, before the close of business in London on the Interest Determination Date for the relevant Interest Period, the cost to IFC, or Participants whose Participations in the Loan represent in the aggregate 30% or more of the outstanding principal amount of the Loan (as notified to IFC by such Participants), of funding the Loan or such Participations (as applicable) would be in excess of LIBOR;

 

Material Adverse Effect” means a material adverse effect on: (i) any Credit Party, its assets or properties; (ii) any Credit Party’s business prospects or financial condition; (iii) the implementation of the Project, the Financial Plan or the carrying on of the Borrower’s business or operations; or (iv) the ability of any Credit Party to comply with its obligations under this Agreement or under any other Transaction Document to which it is a party;

 

Mortgage Agreement” means the mortgage agreement (contrato de hipoteca) entered into, or to be into, by the Borrower and IFC, pursuant to which the Borrower grants IFC a first-ranking mortgage in respect of the Property;

 

 
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Mr. Michael Fangman” means Mr. Michael Fangman, an individual with date of birth February 23, 1977 and a natural citizen of the United States of America;

 

Net Income” means for any Financial Year, the excess (if any) of gross income over total expenses (provided that income taxes shall be treated as part of total expenses) appearing in the audited financial statements for such Financial Year;

 

Non-Cash Items” means for any Financial Year, the net aggregate amount (which may be a positive or negative number) of all non-cash income (as a negative item) and non-cash expense (as a positive item) items which (under accrual accounting) have been added or subtracted in calculating Net Income during that Financial Year; such items including, without limitation, equity earnings in Subsidiaries, asset revaluations, depreciation, amortization, deferred taxes and provisions for severance pay of staff and workers;

 

Non-Permitted Equity Transfer” means either:

 

(i)any transfer of any shares or other equity interests in the Sponsor by Michael Fangman at any time prior to the Project Financial Completion Date; or

 

(ii)any transfer of shares or other equity interests in the Sponsor by JREP 1 at any time, other than the Blackstone Investment.

 

Notes” means, collectively, each promissory note (pagaré incompleto con acuerdo de llenado) issued pursuant to this Agreement, including but not limited to the A Loan promissory note and the B Loan promissory note, each executed by the Borrower for the benefit of IFC and in form and substance satisfactory to IFC;

 

Obstructive Practice” has the meaning assigned to it in Annex D (Anti-Corruption Guidelines for IFC Transactions);

 

Participant” means any Person who acquires a Participation;

 

Participant Sanctions Regime” has the meaning assigned to it in Annex H (Participant Sanctions Regimes);

 

Participation” means the interest of any Participant in the A Loan or the B Loan, or as the context requires, in an A Loan Disbursement or a B Loan Disbursement;

 

Participation Agreement” means an agreement entitled “Participation Agreement” between IFC and each Participant pursuant to which each Participant acquires a Participation;

 

Performance Standards” means IFC’s Performance Standards on Social & Environmental Sustainability, dated January 1, 2012, copies of which have been delivered to and receipt of which has been acknowledged by the Borrower;

 

Permitted Liens” has the meaning given to that term in Section 5.02(g) (Permitted Liens);

 

 
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Person” means any natural person, corporation, company, partnership, firm, voluntary association, joint venture, trust, unincorporated organization, Authority or any other entity whether acting in an individual, fiduciary or other capacity;

 

Potential Event of Default” means any event or circumstance which would, with notice, lapse of time, the making of a determination or any combination thereof, become an Event of Default;

 

Prohibited Transfer” with respect to any shares or equity interests (or share capital or other interest through which the shares or equity interests are owned indirectly), a Lien, grant of an option, conditional sale, conditional transfer or other conditional disposition over such shares or equity interests (or share capital or other interest through which the shares or equity interests are owned indirectly);

 

Project” means the construction, equipping and placing into operation of 65,578 square meters of class A warehousing facilities to be located in Lurin, Lima, Peru and to be comprised of: (i) a building with 21,572 gross leasable square meters (“Building 100”), (ii) a building with 22,028 gross leasable square meters (“Building 200”) and (iii) a building with 21,978 gross leasable square meters (“Building 300”);

 

Project Cost” means the total estimated cost of the Project, as set forth in Annex A (Project Cost and Financial Plan);

 

Project Documents” means, collectively:

 

  (i) the Guarantor Management Services Agreement; and

 

  (ii) each Construction Contract; and

 

(iii)each other agreement or document designated as a “Project Document” by the Borrower and IFC from time to time;

 

Project Financial Completion Date” means the last day of the month in which the following requirements have each been satisfied:

 

  (i) no Event of Default or Potential Event of Default has occurred and is continuing;

 

(ii)the Borrower has achieved at the end of any two consecutive financial quarters after the Project Physical Completion Date:

 

(A) a Project Occupancy Rate of no less than 92.5%;

 

(B) a Prospective Debt Service Coverage Ratio of not less than 1.25:1.0;

 

(C) a Financial Debt to Tangible Net Worth Ratio of not more than 1.0:1.0,

 

and in the case of (B) and (C), as evidenced by the Borrower’s financial statements for the Calculation Period most recently ended for which financial statements have been provided in accordance with Section 5.03(a)(Quarterly Financial Statements and Reports); and

 

  (iii) IFC has accepted the Borrower’s certification of the above;

 

 
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Project Occupancy Rate” means the percentage of total usable warehouse space in the Buildings which are part of the Project which is occupied by tenants or licensees;

 

Project Physical Completion Date” means the last day of the month in which the following requirements have been fully satisfied:

 

(i)the Building Physical Completion Date has occurred with respect to each Building, or to the extent that the Borrower has notified IFC that the Borrower does not intend to carry out the construction of Building 200 and Building 300, the Building Physical Completion Date has occurred with respect to Building 100;

 

(ii)there are no material outstanding claims by contractors in respect of the construction of the facilities and buildings included in the Project or by any suppliers in relation to the Project (other than, in each case, claims being contested in good faith and with respect to which the Borrower has made adequate reserves);

 

(iii)all sites, plants, equipment and facilities comprising the Project have been acquired, developed, constructed and become fully operational in compliance with the Action Plan and the applicable laws of the Country (including all Applicable E&S Law) and otherwise in a manner consistent with the applicable requirements of the Performance Standards in all respects;

 

(iv)all Authorizations required for the normal operation of the Project and the performance by the Borrower of its obligations under the Transaction Documents have been obtained and remain in full force and effect;

 

  (v) no Event of Default or Potential Event of Default has occurred and is continuing;

 

(vi)the Borrower has delivered to IFC a notice, signed by an Authorized Representative, certifying that the requirements set out in paragraphs (i) through (iii) above have been fulfilled and that the requirements set out in paragraphs (iv) and (v) above are satisfied; and

 

  (x) IFC has notified the Borrower that the Borrower’s notice is acceptable to IFC.

 

Project Schedule” means the schedule for the implementation of the Project set forth in Annex E (Project Schedule) hereto, as the same may be amended or supplemented from time to time with IFC’s consent;

 

Property” means the real estate property registered in the name of the Borrower in File No. 13694718 of the Real Estate Public Registry (Registro de Predios) of the Registration Office of Lima, Peru;

 

 
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Prospective Debt Service Coverage Ratio” means, as of any calculation date, the ratio obtained by dividing:

 

(i)the aggregate, for the four consecutive financial quarters most recently ended prior to such calculation date for which financial statements are available, of the Borrower’s (A) Net Income, (B) Non-Cash Items and (C) the amount of all payments that were due during that Financial Year on account of interest and other charges on Financial Debt (to the extent deducted from Net Income); by

 

(ii)the aggregate of (A) all scheduled payments (including balloon payments) that fall due during the four consecutive financial quarters following the relevant date of calculation on account of principal of Long-term Debt and interest and other charges on all Financial Debt and (B) without double counting any payment already counted in the preceding sub-clause (A), any payment made or required to be made to any debt service account under the terms of any agreement providing for Financial Debt but excluding voluntary prepayments,

 

where, for the purposes of clause (ii) above: (x) subject to sub-clause (y) below, for the computation of interest payable during any period for which the applicable rate is not yet determined, that interest shall be computed at the rate in effect at the time of the relevant date of calculation; and (y) interest on Short-term Debt payable in the Financial Year in which the relevant date of calculation falls shall be computed by reference to the aggregate amount of interest thereon paid during that Financial Year up to the end of the period covered by the latest quarterly financial statements prepared by the Borrower multiplied by a factor of 4, 2 or 4/3 depending on whether the computation is made by reference to the financial statements for the first quarter, the first two quarters or the first three quarters, respectively;

 

Relevant Spread” means (i) with respect to the A Loan, 5.25% per annum, and (ii) with respect to the B Loan, 5.25% per annum;

 

Restricted Party” has the meaning assigned to it in Annex H (Participant Sanctions Regimes);

 

ROFR Agreement” means the contrato de otorgamiento de derecho de preferencia dated September 15, 2016, between Inmobiliaria Almonte S.A.C. and the Borrower granting the Borrower a right of first refusal with respect to the purchase of Inmueble 2 (as defined therein), on the terms and conditions set forth therein;

 

Sanctionable Practice” means any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are defined herein and interpreted in accordance with the Anti-Corruption Guidelines attached to this Agreement as Annex D (Anti-Corruption Guidelines for IFC Transactions);

 

Sanctions Authority” has the meaning assigned to it in Annex H (Participant Sanctions Regimes);

 

Security Documents” means the documents providing for the IFC Security and consisting of:

 

  (i) the Cash Collateral Account Security Agreement;

 

  (ii) the Mortgage Agreement;

 

  (iii) the Asset Pledge Agreement; and

 

  (iv) the Share Pledge Agreement;

 

 
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Share Pledge Agreement” means the participation pledge agreement (contrato de garantía mobiliaria sobre participaciones) entered into, or to be entered into, between IFC, the Sponsor and the Borrower, pursuant to which the Sponsor pledges to IFC all its rights, title and interest in the issued capital stock of the Borrower;

 

Short-term Debt” means all Financial Debt other than Long-term Debt;

 

Sponsor” means LatAm Logistic Properties S. de R.L., a sociedad de responsabilidad limitada organized and existing under the laws of the Republic of Panamá;

 

Sponsor Management Services Agreement” means an agreement for the provision of management services to be entered into between the Sponsor (or any Subsidiary thereof) and one or both of the Borrower and the Guarantor, in form and substance satisfactory to IFC;

 

Sponsor Management Stock Options” means one or more options or other rights entitling the holder thereof to purchase or acquire share capital in the Sponsor, issued to one or more members of the management team of the Sponsor following the date hereof;

 

Subordination Agreement” means the agreement entitled “Subordination Agreement” entered into on or following the date hereof between, inter alios, the Sponsor, Guarantor and IFC, pursuant to which all amounts from time to time owing by the Borrower or the Guarantor to the Sponsor or any of its Subsidiaries related to the provision of any services or the allocation of any costs and expenses (including, inter alia, any such amounts due and payable pursuant to the Sponsor Management Services Agreement) or any other payments to the Sponsor are subordinated in all respects to the Loan and all other amounts owing to IFC under the Financing Documents;

 

Subsidiary” means with respect to any Person, an Affiliate over 50% of whose capital is owned, directly or indirectly, by such Person;

 

Syndication Fee Letter” means the fee letter entered into between IFC and the Borrower on or following the date hereof in respect of the syndication of the B Loan.

 

Tangible Net Worth” means the aggregate of:

 

(i)(A) the amount paid up or credited as paid up on the share capital of the Borrower; and (B) the amount standing to the credit of the reserves of the Borrower (excluding asset revaluation reserves and including, without limitation, any share premium account, capital redemption reserve funds and any credit balance on the accumulated profit and loss account),

 

after deducting from the amounts in (A) and (B): (w) any debit balance on the profit and loss account or impairment of the issued share capital of the Borrower (except to the extent that deduction with respect to that debit balance or impairment has already been made); (x) revaluation income and other comprehensive income; (y) amounts set aside for dividends (to the extent not already deducted from equity) or taxation (including deferred taxation); and (z) amounts attributable to capitalized items such as goodwill, trademarks, deferred charges, licenses, patents and other intangible assets; and

 

 
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(ii) if applicable, that part of the net results of operations and the net assets of any Subsidiary of the Borrower attributable to interests that are not owned, directly or indirectly, by the Borrower.

 

Taxes” means any present or future taxes, withholding obligations, duties and other charges of whatever nature levied by any Authority;

 

Tenant Capex” means any expenditures or commitments for expenditures for fixed or other non-current assets (including, without limitation, the replacement, substitution or material restoration of any such assets) which are incurred by the Borrower to comply with essential ongoing requirements for tenant improvements under leases entered into after the Project Physical Completion Date;

 

Transaction Documents” means, collectively, (i) each Financing Document; and (ii) each Project Document;

 

World Bank” means the International Bank for Reconstruction and Development, an international organization established by Articles of Agreement among its member countries.

 

Section 1.02. Financial Calculations. (a) All financial calculations to be made under, or for the purposes of, this Agreement and any other Transaction Document shall be made in accordance with the Accounting Standards and, except as otherwise required to conform to any provision of this Agreement, shall be calculated from the then most recently issued quarterly financial statements which the Borrower is obligated to furnish to IFC under Section 5.03(a) (Reporting Requirements).

 

(b) Where quarterly financial statements from the last quarter of a Financial Year are used for the purpose of making certain financial calculations then, at IFC’s option, those calculations may instead be made from the audited financial statements for such Financial Year.

 

Section 1.03. Interpretation. In this Agreement, unless the context otherwise requires:

 

(a) headings are for convenience only and do not affect the interpretation of this Agreement;

 

(b) words importing the singular include the plural and vice versa;

 

(c) a reference to an Annex, Article, party, Schedule or Section is a reference to that Article or Section of, or that Annex, party or Schedule to, this Agreement;

 

(d) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement; and

 

(e) a reference to a party to any document includes that party’s successors and permitted assigns.

 

Section 1.04. Business Day Adjustment. (a) When an Interest Payment Date is not a Business Day, then such Interest Payment Date shall be automatically changed to the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

 

 
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(b) When the day on or by which a payment (other than a payment of principal or interest) is due to be made is not a Business Day, that payment shall be made on or by the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

 

ARTICLE II

 

The Loan

 

Section 2.01. The Loan. Subject to the provisions of this Agreement, IFC agrees to lend, and the Borrower agrees to borrow, the Loan consisting of:

 

(a) the A Loan, being a loan of up to $14,000,000; and

 

(b) the B Loan, being a loan of up to $14,000,000.

 

Section 2.02. Disbursement Procedure. (a) The Borrower may request Disbursements by delivering to IFC, at least 10 Business Days prior to the proposed date of disbursement, a Disbursement request substantially in the form of Schedule 2 (Form of Request for Disbursement).

 

(c) Each Disbursement shall be made by IFC at a bank in New York, New York for further credit to the Borrower’s account at a bank in the Country, or any other place acceptable to IFC, all as specified by the Borrower in the relevant Disbursement request.

 

(d) Each Disbursement shall be made pro rata between the A Loan and the B Loan.

 

(e) The Borrower shall be entitled to request a maximum of 7 Disbursements of each of the A Loan and the B Loan.

 

(f) The Borrower shall deliver to IFC a receipt, substantially in the form of Schedule 3

 

(Form of Disbursement Receipt), within 5 Business Days following each Disbursement.

 

Section 2.03. Interest. Subject to the provisions of Section 2.04 (Default Rate Interest), the Borrower shall pay interest on the Loan in accordance with this Section 2.03:

 

(a) During each Interest Period, the Loan (or, with respect to the first Interest Period for each Disbursement, the amount of that Disbursement) shall bear interest at the applicable Interest Rate for that Interest Period.

 

(b) Interest on each of the A Loan and the B Loan shall accrue from day to day, be prorated on the basis of a 360-day year for the actual number of days in the relevant Interest Period and be payable in arrears on the Interest Payment Date immediately following the end of that Interest Period; provided that with respect to any Disbursement made less than 15 days before an Interest Payment Date, interest on that Disbursement shall be payable commencing on the second Interest Payment Date following the date of that Disbursement.

 

 
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(c) The A Loan Interest Rate and the B Loan Interest Rate for any Interest Period shall be the rate which is the sum of: (i) the Relevant Spread; and (ii) LIBOR on the Interest Determination Date for that Interest Period for six months (or, in the case of the first Interest Period for any Disbursement, for one month, two months, three months or six months, whichever period is closest to the duration of the relevant Interest Period (or, if two periods are equally close, the longer one)) rounded upward to the nearest three decimal places.

 

(d) If, for any Interest Period, IFC cannot determine LIBOR by reference to the Reuters Service or any other service that displays ICE rates, IFC shall notify the Borrower and shall instead determine LIBOR:

 

(i)on the second Business Day before the beginning of the relevant Interest Period by calculating the arithmetic mean (rounded upward to the nearest three decimal places) of the offered rates advised to IFC on or around 11:00 a.m., London time, for deposits in the Loan Currency and otherwise in accordance with Section 2.03(c)(ii), by any four major banks active in the Loan Currency in the London interbank market, selected by IFC; provided that if less than four quotations are received, IFC may rely on the quotations so received if not less than two; or

 

(ii)if less than two quotations are received from the banks in London in accordance with subsection (i) above, on the first day of the relevant Interest Period, by calculating the arithmetic mean (rounded upward to the nearest three decimal places) of the offered rates advised to IFC on or around 11:00 a.m., New York time, for loans in the Loan Currency and otherwise in accordance with Section 2.03(c)(ii), by a major bank or banks in New York, New York selected by IFC.

 

(e) Subject to any alternative basis agreed as contemplated by Section 2.03(f) below, if a Market Disruption Event occurs in relation to all or any part of the Loan for any Interest Period, IFC shall promptly notify the Borrower of such event and the relevant Interest Rate for the relevant portion of the Loan for that Interest Period shall be the rate which is the sum of:

 

  (i) the Relevant Spread; and

 

(ii)either (A) the rate which expresses as a percentage rate per annum the cost to IFC (or the relevant Participant as notified to IFC as soon as practicable and in any event not later than the close of business on the first day of the relevant Interest Period) of funding the Loan or such Participation (as applicable) from whatever source it may reasonably select or (B) at the option of IFC (or any such Participant, as applicable), LIBOR for the relevant period as determined in accordance with Section 2.03(c)(ii) above.

 

(f) (i) If a Market Disruption Event occurs in relation to the Loan and IFC or the Borrower so requires, within 5 Business Days of the notification by IFC pursuant to Section 2.03(e) above, IFC and the Borrower shall enter into good faith negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest applicable to the Loan.

 

 
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(ii)Any alternative basis agreed pursuant to paragraph (i) above shall take effect in accordance with its terms and be binding on each party hereto.

 

(iii)If agreement cannot be reached, the Borrower may prepay the relevant portion of the Loan in accordance with Section 2.06(a) but without any prepayment premium.

 

(g) On each Interest Determination Date for any Interest Period, IFC shall determine the A Loan Interest Rate and the B Loan Interest Rate applicable to that Interest Period and promptly notify the Borrower of those rates.

 

(h) The determination by IFC, from time to time, of the applicable Interest Rate shall be final and conclusive and bind the Borrower (unless the Borrower shows to IFC’s satisfaction that the determination involves manifest error).

 

Section 2.04. Default Rate Interest. (a) Without limiting the remedies available to IFC under this Agreement or otherwise (and to the maximum extent permitted by applicable law), if the Borrower fails to make any payment of principal or interest (including interest payable pursuant to this Section) or any other payment provided for in Section 2.07 (Fees) when due as specified in this Agreement (whether at stated maturity or upon acceleration), the Borrower shall pay interest on the amount of that payment due and unpaid at the rate which shall be the sum of 2% per annum and the A Loan Interest Rate (with respect to amounts relating to the A Loan) or 2% per annum and the B Loan Interest Rate (with respect to amounts relating to the B Loan) in effect from time to time.

 

(b) Interest at the rate referred to in Section 2.04(a) shall accrue from the date on which payment of the relevant overdue amount became due until the date of actual payment of that amount (as well after as before judgment), and shall be payable on demand or, if not demanded, on each Interest Payment Date falling after any such overdue amount became due.

 

Section 2.05. Repayment. (a) Subject to Section 1.04 (Business Day Adjustment), the Borrower shall repay the A Loan on the following Interest Payment Dates and in the following amounts:

 

Interest Payment Date  Principal Amount Due (US$) 
     
January 15, 2019  $447,480 
July 15, 2019  $464,864 
January 15, 2020  $482,924 
July 15, 2020  $501,686 
January 15, 2021  $521,176 
July 15, 2021  $541,424 
January 15, 2022  $562,458 
July 15, 2022  $584,310 
January 15, 2023  $607,010 
July 15, 2023  $630,593 
January 15, 2024  $655,091 
July 15, 2024  $680,541 
January 15, 2025  $706,980 
July 15, 2025  $734,447 
January 15, 2026  $762,980 
July 15, 2026  $792,622 
January 15, 2027  $823,414 
July 15, 2027  $3,500,000 

 

 
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(c) Subject to Section 1.04 (Business Day Adjustment), the Borrower shall repay the B Loan on the following Interest Payment Dates and in the following amounts:

 

Interest Payment Date  Principal Amount Due 
January 15, 2019  $447,480 
July 15, 2019  $464,864 
January 15, 2020  $482,924 
July 15, 2020  $501,686 
January 15, 2021  $521,176 
July 15, 2021  $541,424 
January 15, 2022  $562,458 
July 15, 2022  $584,310 
January 15, 2023  $607,010 
July 15, 2023  $630,593 
January 15, 2024  $655,091 
July 15, 2024  $680,541 
January 15, 2025  $706,980 
July 15, 2025  $734,447 
January 15, 2026  $762,980 
July 15, 2026  $792,622 
January 15, 2027  $823,414 
July 15, 2027  $3,500,000 

 

(d) Upon each Disbursement, the amount disbursed shall be allocated for repayment on each of the respective dates for repayment of principal set out in the tables in Section 2.05(a) and Section 2.05(b) in amounts which are pro rata to the amounts of the respective installments shown opposite those dates in those tables (with IFC adjusting those allocations as necessary so as to achieve whole numbers in each case).

 

(e) Any principal amount of the Loan repaid under this Agreement may not be re-borrowed.

 

 
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Section 2.06. Prepayment. Without prejudice to Section 2.16 (Illegality of Participation; Sanctions Event) and Section 5.04(c) (Application of Proceeds):

 

(a) the Borrower may prepay, on any Interest Payment Date after January 15, 2019 (or, if applicable, after such later Interest Payment Date on which the first repayment of the Loan falls due in accordance with this Agreement), all or any part of the Loan, on not less than 30 days’ prior notice to IFC, but only if: (i) the Borrower simultaneously pays all accrued interest and Increased Costs (if any) on the amount of the Loan to be prepaid, together with the prepayment premium specified in Section 2.06(b) and all other amounts then due and payable under this Agreement, including the amount payable under Section 2.11 (Unwinding Costs), if the prepayment is not made on an Interest Payment Date; (ii) for a partial prepayment of any of the A Loan or the B Loan, such prepayment is in an amount not less than $2,500,000 for each of the A Loan and the B Loan; and (iii) if requested by IFC, the Borrower delivers to IFC, prior to the date of prepayment, evidence satisfactory to IFC that all necessary Authorizations with respect to the prepayment have been obtained.

 

(b) On the date of any prepayment of the Loan in accordance with Section 2.06(a), the Borrower shall pay a prepayment premium consisting of an amount in the Loan Currency equal to the relevant percentage of the amount to be prepaid, such percentage being:

 

(i)2%, to the extent the prepayment is made on any Interest Payment Date falling on or prior to July 15, 2020;

 

(ii)1.5%, to the extent the prepayment is made on any Interest Payment Date falling after July 15, 2020 and on or prior to July 15, 2021;

 

(iii)1%, to the extent the prepayment is made on any Interest Payment Date falling after July 15, 2021 and on or prior to July 15, 2022.

 

No prepayment premium shall be due and payable under this Section 2.06(b) with respect to any prepayment made on any Interest Payment Date falling after July 15, 2022.

 

The determination by IFC of the prepayment premium shall be final and conclusive and bind the Borrower (unless the Borrower shows, to the satisfaction of IFC, that such determination involved manifest error).

 

(c) Amounts of principal prepaid under this Section shall: (i) first be allocated by IFC pro rata between the A Loan and the B Loan in proportion to their respective principal amounts outstanding; and (ii) then be applied by IFC to all the respective outstanding installments of principal of the A Loan and the B Loan in inverse order of maturity.

 

(d) Upon delivery of a notice in accordance with Section 2.06(a), the Borrower shall make the prepayment in accordance with the terms of that notice.

 

(e) Any principal amount of the Loan prepaid under this Agreement may not be re-borrowed.

 

Section 2.07. Fees. (a) The Borrower shall pay to IFC a commitment fee: (i) with respect to the A Loan, at the rate of 1% per annum on that part of the Loan that from time to time has not been disbursed or canceled, beginning to accrue on the date of this Agreement; (ii) with respect to the B Loan, at a rate of 1% per annum on that part of the B Loan that from time to time has not been disbursed or canceled, beginning to accrue on the date of the Participation Agreement evidencing that Participation; (iii) prorated on the basis of a 360-day year for the actual number of days elapsed; and (iv) payable semiannually, in arrears, on each Interest Payment Date, the first such payment to be due on the first Interest Payment Date occurring after the date of this Agreement.

 

 
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(b) The Borrower shall also pay to IFC:

 

(i)a front-end fee on the A Loan in an amount equal to 1.35% of the amount of the A Loan commitment, to be paid on the earlier of: (x) the date which is 30 days after the date of this Agreement; and (y) the date immediately preceding the date of the first A Loan Disbursement;

 

(ii)a front-end fee on the B Loan in an amount equal to 1.35% of the amount of the B Loan commitment, to be paid on the earlier of: (x) the date which is 30 days after the date of the Participation Agreement and (y) the date immediately preceding the first B Loan Disbursement; provided that, for the avoidance of doubt, the Borrower and IFC hereby agree and acknowledge that $20,000 of such fee has been paid directly to the relevant Participant by the Borrower prior to the date hereof on a non-refundable basis;

 

(iii)the fees set forth in the Syndication Fee Letter, in the amount and at the times set forth therein;

 

(iv)portfolio supervision fees of: (A) $10,000 per annum payable to IFC in respect of the Loan and (B) $10,000 per annum per each Participant in the B Loan, payable to IFC for the account of each such Participant, and in each case, payable upon receipt of a statement from IFC; and

 

(vi)if the Borrower and IFC agree to restructure all or part of the Loan, the Borrower and IFC shall negotiate in good faith an appropriate amount to compensate IFC for the additional work of IFC staff required in connection with such restructuring.

 

Section 2.08. Currency and Place of Payments. (a) The Borrower shall make all payments of principal, interest, fees, and any other amount due to IFC under this Agreement in the Loan Currency, in same day funds, to the account of IFC at Northern Trust International Banking Corporation, New York, New York, U.S.A., ABA#026001122, for credit to IFC’s account number 10215220300, or at such other bank or account in New York as IFC from time to time designates. Payments must be received in IFC’s designated account no later than 1:00 p.m. New York time; and the Borrower hereby irrevocably agrees that IFC may deem any payment, or part thereof, relating to the B Loan that is received after that time as made on the next Business Day and accordingly interest will accrue on any Participant’s pro rata share of that payment with respect to which IFC is unable to make same day remittance to that Participant.

 

(b) The tender or payment of any amount payable under this Agreement (whether or not by recovery under a judgment) in any currency other than the Loan Currency shall not novate, discharge or satisfy the obligation of the Borrower to pay in the Loan Currency all amounts payable under this Agreement except to the extent that (and as of the date when) IFC actually receives funds in the Loan Currency in the account specified in, or pursuant to, Section 2.08(a).

 

(c) The Borrower shall indemnify IFC against any losses resulting from a payment being received or an order or judgment being given under this Agreement in any currency other than the Loan Currency or any place other than the account specified in, or pursuant to, Section 2.08(a). The Borrower shall, as a separate obligation, pay such additional amount as is necessary to enable IFC to receive, after conversion to the Loan Currency at a market rate and transfer to that account, the full amount due to IFC under this Agreement in the Loan Currency and in the account specified in, or pursuant to, Section 2.08(a).

 

 
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(d) Notwithstanding the provisions of Section 2.08(a) and Section 2.08(b), IFC may require the Borrower to pay (or reimburse IFC) for any Taxes, fees, costs, expenses and other amounts payable under Section 2.14(a) (Taxes) and Section 2.15 (Expenses) in the currency in which they are payable, if other than the Loan Currency.

 

Section 2.09. Allocation of Partial Payments. If at any time IFC receives less than the full amount then due and payable to it under this Agreement, IFC may allocate and apply the amount received in any way or manner and for such purpose or purposes under this Agreement as IFC in its sole discretion determines, notwithstanding any instruction that the Borrower may give to the contrary.

 

Section 2.10. Increased Costs. On each Interest Payment Date, the Borrower shall pay, in addition to interest, the amount which IFC from time to time notifies to the Borrower in an Increased Costs Certificate as being the aggregate Increased Costs of IFC and each Participant accrued and unpaid prior to that Interest Payment Date.

 

Section 2.11. Unwinding Costs. (a) If IFC or any Participant incurs any cost, expense or loss as a result of the Borrower: (i) failing to borrow in accordance with a request for Disbursement made pursuant to Section 2.02 (Disbursement Procedure); (ii) failing to prepay in accordance with a notice of prepayment; (iii) prepaying all or any portion of the Loan on a date other than an Interest Payment Date; or (iv) after acceleration of the Loan, paying all or a portion of the Loan on a date other than an Interest Payment Date, then the Borrower shall immediately pay to IFC the amount that IFC from time to time notifies to the Borrower as being the amount of those costs, expenses and losses incurred.

 

(b) For the purposes of this Section, “costs, expenses or losses” include any premium, penalty or expense incurred to liquidate or obtain third party deposits, borrowings, hedges or swaps in order to make, maintain, fund or hedge all or any part of any Disbursement or prepayment of the Loan, or any payment of all or part of the Loan upon acceleration.

 

Section 2.12. Suspension or Cancellation by IFC. (a) IFC may, by notice to the Borrower, suspend the right of the Borrower to Disbursements or cancel the undisbursed portion of the Loan in whole or in part: (i) if the first Disbursement has not been made by the date falling six months after the date hereof, or such other date as the parties agree; (ii) if any Event of Default has occurred and is continuing or if the Event of Default specified in Section 6.02(f) (Events of Default) is, in the reasonable opinion of IFC, imminent; (iii) if any event or condition has occurred which has or can be reasonably expected to have a Material Adverse Effect; or (v) on or after the date falling seventeen months after the date hereof.

 

(c) Upon the giving of any such notice, the right of the Borrower to any further Disbursement shall be suspended or canceled, as the case may be. The exercise by IFC of its right of suspension shall not preclude IFC from exercising its right of cancellation, either for the same or any other reason specified in Section 2.12(a) and shall not limit any other provision of this Agreement. Upon any cancellation the Borrower shall, subject to paragraph (c) of this Section 2.12, pay to IFC all fees and other amounts accrued (whether or not then due and payable) under this Agreement up to the date of that cancellation.

 

 
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(d) In the case of partial cancellation of the Loan pursuant to paragraph (a) of this Section 2.12, or Section 2.13(a), interest on the amount then outstanding of the Loan remains payable as provided in Section 2.03 (Interest).

 

Section 2.13. Cancellation by the Borrower. (a) The Borrower may, by notice to IFC, irrevocably request IFC to cancel the undisbursed portion of the Loan on the date specified in that notice (which shall be a date not earlier than 30 days after the date of that notice).

 

(b) IFC shall, by notice to the Borrower, cancel the undisbursed portion of the Loan effective as of that specified date if subject to Section 2.12(c), IFC has received all fees and other amounts accrued (whether or not then due and payable) under this Agreement up to such specified date.

 

(c) Any portion of the Loan that is cancelled under this Section 2.13 may not be reinstated or disbursed.

 

Section 2.14. Taxes. (a) The Borrower shall pay or cause to be paid all Taxes (other than taxes, if any, payable on the overall income of IFC) on or in connection with the payment of any and all amounts due under this Agreement or any other Financing Document that are now or in the future levied or imposed by any Authority of the Country or by any organization of which the Country is a member or any jurisdiction through or out of which a payment is made.

 

(b) All payments of principal, interest, fees and other amounts due under this Agreement or to IFC under any other Financing Document shall be made without deduction for or on account of any Taxes.

 

(c) If the Borrower is prevented by operation of law or otherwise from making or causing to be made those payments without deduction, the principal or (as the case may be) interest, fees or other amounts due under this Agreement or to IFC under any other Financing Document shall be increased to such amount as may be necessary so that IFC receives the full amount it would have received (taking into account any Taxes payable on amounts payable by the Borrower under this subsection) had those payments been made without that deduction.

 

(d) If Section 2.14(c) applies and IFC so requests, the Borrower shall deliver to IFC official tax receipts evidencing payment (or certified copies of them) or, if such receipts are not available, a certification from the chief financial officer or chief executive officer of the Borrower certifying the payment of such Taxes, within 30 days of the date of that request.

 

(e) Section 2.14(a) and Section 2.14(b) do not apply to Taxes which directly result from a Participant (or, as the case may be, a participant with a comparable participation in the A Loan) having its principal office in the Country or having or maintaining a permanent office or establishment in the Country, if and to the extent that such permanent office or establishment acquires the relevant Participation (or a comparable participation in the A Loan).

 

Section 2.15. Expenses. (a) The Borrower shall pay or, as the case may be, reimburse IFC or its assignees any amount paid by them on account of, all taxes (including stamp taxes), duties, fees or other charges payable on or in connection with the execution, issue, delivery, registration or notarization of the Transaction Documents and any other documents related to this Agreement or any other Transaction Document.

 

 
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(b) The Borrower shall pay to IFC or as IFC may direct:

 

(i)the fees and expenses of IFC’s counsel in each of the Country, the United States of America and the Republic of Panamá incurred in connection with:

 

(A)the preparation of the investment by IFC provided for under this Agreement and any other Transaction Document;

 

(B)the preparation and/or review, execution and, where appropriate, translation and registration of the Transaction Documents and any other documents related to them;

 

(C)the giving of any legal opinions required by IFC under this Agreement and any other Transaction Document;

 

(D)the administration by IFC of the investment provided for in this Agreement or otherwise in connection with any amendment, supplement or modification to, or waiver under, any of the Transaction Documents;

 

(E)the registration (where appropriate) and the delivery of the evidences of indebtedness relating to the Loan and its disbursement;

 

(F)the occurrence of any Event of Default or Potential Event of Default; and

 

(G)the release of the IFC Security following repayment in full of the Loan and all other amounts due and payable under the Financing Documents; and

 

(ii)the costs and expenses incurred by IFC in relation to efforts to enforce or protect its rights under any Transaction Document, or the exercise of its rights or powers consequent upon or arising out of the occurrence of any Event of Default or Potential Event of Default, including legal and other professional consultants’ fees.

 

Section 2.16. Illegality of Participation; Sanctions Event. If, after the date of this Agreement, (1) any change is made in any applicable law or regulation or official directive (or its interpretation or application by any Authority charged with its administration) (herein the “Relevant Change”) makes it unlawful for any Participant to continue to maintain or to fund its Participation or (2) any breach of Section 5.02(x) (Participants Sanctions Regime) occurs or any representation or warranty made in Section 3.01(t) (Participants Sanctions Regime) is found to be incorrect in any material respect (herein, the “Sanctions Event”):

 

(a) the Borrower shall, upon request by IFC (but subject to any applicable Authorization having been obtained), on the earlier of (x) the next Interest Payment Date and (y) the date that IFC advises the Borrower is the date that is the latest day (1) permitted by the Relevant Change or (2) as may be required as a result of the Sanctions Event, prepay in full that part of the B Loan that IFC advises corresponds to that Participation;

 

(b) concurrently with the prepayment of the part of the B Loan corresponding to the Participation affected by the Relevant Change or the Sanctions Event, the Borrower shall pay all accrued interest, Increased Costs (if any) on that part of the B Loan (and, if that prepayment is not made on an Interest Payment Date, any amount payable in respect of the prepayment under Section 2.11 (Unwinding Costs));

 

 
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(c) the Borrower agrees to take all reasonable steps to obtain, as quickly as possible after receipt of IFC’s request for prepayment, the Authorization referred to in Section 2.16(a) if any such Authorization is then required; and

 

(d) the Borrower shall have no further right to disbursement of the undisbursed portion of the B Loan corresponding to that Participation after it has received IFC’s request for prepayment under this Section.

 

Section 2.17 Notes. (a) To further evidence its obligation to repay the Loan, with interest accrued thereon, the Borrower shall issue and deliver to IFC, on or prior to the date of the first Disbursement, a Note with respect to the A Loan and a Note with respect to the B Loan. The Notes shall be valid and enforceable as to their principal amount to the extent of the aggregate amounts disbursed and then outstanding hereunder and, as to interest, to the extent of the interest accrued thereon in accordance with the terms of this Agreement.

 

(b) If any Note delivered pursuant to Section 2.17(a) is lost, damaged or destroyed, or IFC assigns any portion of the Loan to which such Note relates, the Borrower shall promptly issue replacement Note(s) to IFC and/or such assignee provided that as a condition thereof, IFC delivers to the Borrower the Note which was damaged or is being assigned, or certifies to the Borrower that the relevant Note was lost or destroyed.

 

Section 2.18. Payments under Notes and Loan. (a) The issuance, execution and delivery of any Note pursuant to this Agreement shall not be or be construed as a novation with respect to this Agreement or any other agreement between IFC and the Borrower and shall not limit, reduce or otherwise affect the obligations or rights of the Borrower under this Agreement, and the rights and claims of IFC under any Note shall not replace or supersede the rights and claims of IFC under this Agreement, all subject to the remaining provisions of this Section 2.18 (Payments under Notes and Loan).

 

(c) Payment of the principal amount of any Note shall pro tanto discharge the obligation of the Borrower to repay that portion of the A Loan or B Loan, as applicable, to which such Note relates; and payment of interest accrued on any Note shall pro tanto discharge the obligation of the Borrower to pay such amount of interest on that portion of the A Loan or B Loan, as applicable, to which such Note relates.

 

(d) Payment of the principal amount of the A Loan and/or B Loan shall pro tanto discharge the obligation of the Borrower to repay the principal amount of the Note or Notes relating to that portion of the A Loan and/or B Loan, and payment of interest accrued on the A Loan and/or B Loan shall pro tanto discharge the obligation of the Borrower to pay such amount of interest in respect of the Note or Notes relating to the A Loan and/or B Loan to which such interest relates.

 

 
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ARTICLE III

 

Representations and Warranties

 

Section 3.01. Representations and Warranties. The Borrower represents and warrants that:

 

(a) Organization and Authority. The Borrower is a sociedad comercial de responsabilidad limitada organized and validly existing under the laws of the Country and has the corporate power and has obtained all required Authorizations to own its assets, conduct its business as presently conducted and to enter into, and comply with its obligations under, the Transaction Documents to which it is a party or will, in the case of any Transaction Document not executed as at the date of this Agreement, when that Transaction Document is executed, have the corporate power to enter into, and comply with its obligations under, that Transaction Document;

 

(b) Validity. Each Transaction Document to which the Borrower is a party has been, or will be, duly authorized and executed by the Borrower and constitutes, or will when executed constitute, a valid and legally binding obligation of the Borrower, enforceable in accordance with its terms and the Borrower is not, nor will it be, a party to any agreement other than the Transaction Documents, the Land Purchase Option Agreements or the ROFR Agreement, other than, if applicable, the Sponsor Management Services Agreement and as permitted pursuant to Section 5.02(k) (Management Contracts), and none of the Project Documents has been, or will be, amended or modified except as permitted under this Agreement;

 

(c) No Conflict. Neither the making of any Transaction Document to which the Borrower is a party nor (when all the Authorizations referred to in Section 4.01(e) (Conditions of Disbursement) have been obtained) the compliance with its terms will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default or require any consent under, any indenture, mortgage, agreement or other instrument or arrangement to which the Borrower is a party or by which it is bound, or violate any of the terms or provisions of the Borrower’s Charter or any Authorization, judgment, decree or order or any statute, rule or regulation applicable to the Borrower;

 

(d) Status of Authorizations. (i) To the best of the Borrower’s knowledge, after due inquiry:

 

(A)the Authorizations specified in Annex B (Borrower/Project Authorizations) are all the Authorizations (other than Authorizations that are of a routine nature and are obtained in the ordinary course of business) needed by the Borrower to conduct its business, carry out the Project or by the Borrower, the Guarantor or the Sponsor to execute, and comply with its obligations under, this Agreement and each of the other Transaction Documents to which it is a party;

 

(B)all Authorizations specified in Section (1) of Annex B (Borrower/Project Authorizations) have been obtained and are in full force and effect; and

 

(C)the relevant Credit Party has applied (or is making arrangements to apply) for all Authorizations specified in Section (2) of Annex B (Borrower/Project Authorizations), and has no reason to believe that it will not obtain those Authorizations in a timely manner; and

 

 
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(11)except for rights that can reasonably be expected to be obtained on commercially reasonable terms at the time required, the Project Documents contain all rights that are necessary for:

 

(A)the construction, completion, operation and ownership of the Project, and

 

(B)the conduct of the business of the Borrower as contemplated by the Transaction Documents;

 

(e) No Amendments to Charter. The Borrower’s Charter has not been amended since January 9, 2017;

 

(f) No Immunity. Neither the Borrower nor any of its property enjoys any right of immunity from set-off, suit or execution with respect to its assets or its obligations under any Transaction Document;

 

(g) Disclosure. All of the information provided to IFC by any of the Credit Parties regarding the Credit Partiesand the Project was and continues to be true and accurate (other than for projections and other forward-looking statements which the Borrower believes to be reasonable) and does not contain any information which is misleading in any material respect nor does it omit any information the omission of which makes the information contained in it misleading in any material respect;

 

(h) Financial Condition. Since December 31, 2016, the Borrower: (i) has not suffered any change that has a Material Adverse Effect or incurred any substantial loss or liability; and (ii) has not undertaken or agreed to undertake any material obligation except pursuant to the Transaction Documents, the Land Purchase Option Agreements and the ROFR Agreement;

 

(i) Financial Statements. The financial statements of the Borrower for the period ending on December 31, 2016: (i) have been prepared in accordance with the Accounting Standards, and give a true and fair view of the financial condition of the Borrower as of the date as of which they were prepared and the results of the Borrower’s operations during the period then ended; and (ii) disclose all liabilities (contingent or otherwise) of the Borrower, and the reserves, if any, for such liabilities and all unrealized or anticipated liabilities and losses arising from commitments entered into by the Borrower (whether or not such commitments have been disclosed in such financial statements);

 

(j) Material Agreements. The Borrower is not a party to, or committed to enter into, any contract which would or might affect the judgment of a prospective investor (other than the Land Purchase Option Agreements and the ROFR Agreement);

 

(k) Title to Assets and Permitted Liens. (i) The Borrower has good and marketable title to all of the assets purported to be owned by it and possesses a valid leasehold interest in all assets which it purports to lease, in all cases free and clear of all Liens, other than Permitted Liens and no contracts or arrangements, conditional or unconditional, exist for the creation by the Borrower of any Lien, except for the IFC Security; (ii) the provisions of the Security Documents are effective to create, in favor of IFC, legal, valid and enforceable Liens on or in all of the assets covered by the IFC Security; provided that with respect to the Liens created pursuant to each of the Mortgage Agreement, the Asset Pledge Agreement and the Share Pledge Agreement, such Liens will only be enforceable vis-à-vis all third parties upon registration of such Security Document in the relevant public registry; and (iii) all recordings and filings have been made, or will be made no later than the applicable time required by the Financing Documents, in all public offices, all necessary consents obtained and all other action has been taken so that the Liens created by each Security Document constitute perfected Liens on the IFC Security with the priority specified in the Security Documents;

 

(l) Taxes. All tax returns and reports of the Borrower required by law to be filed have been duly filed and all Taxes, obligations, fees and other governmental charges upon the Borrower, or its properties, or its income or assets, which are due and payable or to be withheld, have been paid or withheld, other than those presently payable without penalty or interest;

 

 
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(m) Litigation. (i) The Borrower is not engaged in nor, to the best of its knowledge, after due inquiry, threatened by, any litigation, arbitration or administrative proceedings, the outcome of which could reasonably be expected to have a Material Adverse Effect; and (ii) no judgment, arbitral award or order has been issued which has or may reasonably be expected to have a Material Adverse Effect;

 

(n) Compliance with Law. To the best of its knowledge and belief after due inquiry, the Borrower is not in violation of any statute or regulation of any Authority;

 

(o) Environmental Matters. (i) to the best of its knowledge and belief, after due inquiry, there are no material social or environmental risks or issues in relation to the Project other than those identified by the E&SA; and (ii) it has not received nor is aware of either (A) any existing or threatened complaint, order, directive, claim, citation or notice from any Authority or (B) any material written communication from any Person concerning the Project’s failure to comply with any matter covered by the Performance Standards which failure has, or could reasonably be expected to have, a Material Adverse Effect or a material adverse impact on the implementation or operation of the Project in accordance with the Performance Standards;

 

(p) Labor Matters. There are no ongoing or, to the best knowledge of the Borrower after due inquiry, threatened, strikes, slowdowns or work stoppages by employees of the Borrower or any contractor with respect to the Project;

 

(q) The UN Security Council. The Borrower has neither entered into any transaction nor engaged in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter;

 

(r) Sanctionable Practices. No Credit Party nor any Affiliate thereof, nor any Person acting on its or their behalf, has committed or engaged in, with respect to the Project or any transaction contemplated by this Agreement, any Sanctionable Practice; and

 

(s) No Material Omissions. None of the representations and warranties in this Section 3.01 omits any matter the omission of which makes any of such representations and warranties misleading in any material respect.

 

(t) Participants Sanctions Regime. Neither the Borrower nor, to the knowledge of the Borrower, any of its Subsidiaries, nor any directors or officers of it or any of its Subsidiaries:

 

  (i) is a Restricted Party;

 

(ii)is subject to any proceeding, formal notice or investigation by a Sanctions Authority with respect to any Participant Sanctions Regime; or

 

(iii)is knowingly engaging in any direct trade, business or other activities with, or for the direct benefit of, any Restricted Party in a manner that would cause any Participant to be in violation of an applicable Participant Sanctions Regime.

 

 
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Section 3.02. IFC Reliance. The Borrower acknowledges that it makes the representations and warranties in Section 3.01 with the intention of inducing IFC to enter into this Agreement and the other Financing Documents (and the Participants to enter into the Participation Agreement) and that IFC enters into the Financing Documents (and the Participants will enter into the Participation Agreement) on the basis of, and in full reliance on, each of such representations and warranties.

 

ARTICLE IV

 

Conditions of Disbursement

 

Section 4.01. Conditions of First Disbursement. The obligation of IFC to make the first Disbursement is subject to the fulfillment prior to or concurrently with the making of that first Disbursement of the following conditions:

 

(a) Transaction and Other Documents.

 

(i) Each of the Transaction Documents (other than any Construction Contract referred to in sub-paragraph (iv) of the definition thereof, except as otherwise required by IFC) and the Sponsor Management Services Agreement has been entered into, in form and substance satisfactory to IFC, by all parties thereto and has become (or, as the case may be, remain) unconditional and fully effective in accordance with their respective terms (except for this Agreement having become unconditional and fully effective, if that is a condition of any of those agreements);

 

(ii) IFC has received a copy of (A) each of Transaction Document to which it is not a party, (B) the Sponsor Management Services Agreement; and (C) each Land Purchase Option Agreement and the ROFR Agreement; and

 

(iii) the Borrower has issued, and IFC has received, the Notes in connection with the Loan.

 

(b) Participation Agreement. IFC has entered into the Participation Agreement with Participants for the acquisition by them of Participations in the B Loan in an aggregate amount equal to the full amount of the B Loan and the Participation Agreement is in full force and effect;

 

(c) Charter Amendments. The Borrower has certified to IFC that no amendment has been

 

made to the Borrower’s Charter since January 9, 2017, or if any such amendment was made, IFC has received a copy of the Borrower’s amended Charter and determined, in its reasonable judgment, that it is not inconsistent with the provisions of any Transaction Document and does not have or may not reasonably be expected to have a Material Adverse Effect;

 

(d) Security. (i) The IFC Security has been duly created and, other than in the case of the IFC Security created pursuant to the Mortgage Agreement, the Asset Pledge Agreement and the Share Pledge Agreement, perfected or registered, as applicable, as first ranking security interests in all assets and rights subject to the Security Documents; (ii) IFC has received evidence, in form and substance satisfactory to it of the bloqueo registral de la partida registral corresponding to the Property with the Real Estate Public Registry of Peru (Registro de Predios); and (iii) IFC has received a copy of the relevant solicitud de inscripción for: (A) registration of the Mortgage Agreement with the Real Estate Public Registry of Peru (Registro de Predios); (B) registration of the Asset Pledge Agreement with the Contracts Public Registry (Registro Mobiliario de Contratos); and (C) registration of the Share Pledge Agreement in the file corresponding to the Borrower at the Corporations Public Registry (Registro de Personas Jurídicas) and in the case of sub-sections (A) through (C), each such solicitud de inscripción dated the date of execution of such Security Document (or to the extent the relevant Public Registry is not open for business on such day, dated the day immediately following the date of execution of such document on which such Public Registry is open for business) and issued by the relevant Public Registry and such that upon registration, the Mortgage Agreement, the Share Pledge Agreement and the Asset Pledge Agreement will be duly perfected as first ranking security interests over the Property and all assets and rights subject to such Security Documents.

 

 
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(e) Authorizations. The Borrower has obtained, and provided to IFC copies of, all Authorizations listed in Section (1) and Section (2) of Annex B (Borrower/Project Authorizations), and such other Authorizations not listed in those Sections that may become necessary for:

 

  (i) the Loan;

 

(ii)the business of the Borrower as it is presently carried on and is contemplated to be carried on;

 

  (iii) the Project and the implementation of the Financial Plan;

 

(iv)the due execution, delivery, validity and enforceability of, and performance by the Borrower of its obligations under, this Agreement and the other Transaction Documents and any other documents necessary or desirable to the implementation of any of those agreements or documents; and

 

  (v) the remittance to IFC or its assigns in Dollars of all monies payable with respect to the Transaction Documents,

 

and all such Authorizations are in full force and effect;

 

(f) Legal Opinions. IFC has received the following legal opinions, in each case, in form and substance satisfactory to IFC and covering such matters relating to the transactions contemplated by this Agreement and the other Financing Documents as IFC may reasonably request:

 

(i) a legal opinion from Miranda & Amado Abogados and, if requested by IFC, concurred in by Peruvian counsel for the Borrower;

 

(ii) a legal opinion from Clifford Chance US LLP, as New York counsel to IFC; and

 

(iii) a legal opinion from Panamanian counsel to IFC and, if requested by IFC, concurred in by Panamanian counsel to the Sponsor.

 

(g) Accounting Systems Certificate. IFC has received a certification from the chief executive officer or the chief financial officer of the Borrower confirming that, as at a date within 60 days prior to the date of first Disbursement, the Borrower is in compliance with the provisions of Section 5.01(d) (Affirmative Covenants) and containing a brief description of the systems and records in place;

 

(h) Equity Contributions. IFC has received evidence, in form and substance satisfactory to it, that Equity Contributions contemplated by the Financial Plan have been made in an aggregate amount at least equal to the Initial Equity Contribution Amount;

 

 
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(i) Authorization of Auditors. A reputable international firm of auditors acceptable to IFC has been appointed as the Auditors and IFC has received a copy of the Borrower’s authorization to its Auditors referred to in Section 5.01(e) (Auditors) and a copy of the Guarantor’s authorization to its Auditors referred to in Section 6.01(d) (Guarantor’s Covenants) of the Guarantee Agreement.

 

(j) Incumbency. IFC has received a Certificate of Incumbency and Authority from each of the Credit Parties;

 

(k) Appointment of Agent. Each of the Credit Parties has delivered to IFC evidence, substantially in the form of Schedule 4 (Form of Process Agent Letter), of appointment of an agent for service of process in accordance with the Financing Documents to which it is a party; and

 

(l) Cash Collateral Account. The balance of the Cash Collateral Account is at least equal to the Cash Collateral Account Required Balance (taking into account the requested Disbursement); and

 

(m) Environmental Matters. (i) the Borrower has completed an E&SA and delivered to IFC the Action Plan, each in form and substance acceptable to IFC, (ii) the Borrower and IFC have agreed on the form of Annual Monitoring Report, and (iii) the Borrower has implemented an E&S Management System acceptable to IFC.

 

Section 4.02. Conditions of Second Disbursement. The obligation of IFC to make the second Disbursement of the Loan is also subject to the condition that IFC has received evidence in form and substance satisfactory to it of:

 

(a) the registration of the Mortgage Agreement with the Real Estate Public Registry of Peru (Registro de Predios);

 

(b) the registration of the Asset Pledge Agreement with the Contracts Public Registry (Registro Mobiliario de Contratos); and

 

(c) the registration of Share Pledge Agreement in the file corresponding to the Borrower at the Corporations Public Registry (Registro de Personas Jurídicas),

 

in each case, such that the IFC Security created pursuant thereto is duly perfected as first ranking security interest in all assets and rights subject to such Security Document.

 

Section 4.03 Conditions of All Disbursements. The obligation of IFC to make any Disbursement, including the first Disbursement, is also subject to the conditions that:

 

(a) No Default. No Event of Default and no Potential Event of Default has occurred and is continuing;

 

(b) Use of Proceeds. The proceeds of that Disbursement: (i) are, at the date of the relevant request, needed by the Borrower for the purpose of the Project, or will be needed for that purpose within 3 months of that date; and (ii) are not in reimbursement of, or to be used for, expenditures in the territories of any country that is not a member of the World Bank or for goods produced in or services supplied from any such country;

 

 
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(c) No Material Adverse Effect. Since the date of this Agreement nothing has occurred which has or can reasonably be expected to have a Material Adverse Effect;

 

(d) No Material Loss or Liability. Since the date of this Agreement, the Borrower has not incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 5.02 (Negative Covenants));

 

(e) Representations and Warranties. The representations and warranties made in Article III are true and correct in all material respects on and as of the date of that Disbursement with the same effect as if those representations and warranties had been made on and as of the date of that Disbursement (but in the case of Section 3.01 (c) (Representations and Warranties), without the words in parentheses);

 

(f) Legal Opinions. IFC has received (if it so requires) a legal opinion or opinions in form and substance satisfactory to IFC, of IFC’s counsel in the Country or in any other relevant jurisdiction, and, if requested by IFC, concurred in by counsel for the Borrower, with respect to any matters relating to that Disbursement;

 

(g) No Violations. After giving effect to such Disbursement, the Borrower would not be in violation of: (i) its Charter; (ii) any provision contained in any document to which the Borrower is a party (including this Agreement) or by which the Borrower is bound; or (iii) any law, rule, regulation, Authorization or agreement or other document binding on the Borrower directly or indirectly limiting or otherwise restricting the Borrower’s borrowing power or authority or its ability to borrow;

 

(h) Additional Equity Contributions; Debt to Additional Equity Ratio. IFC has received evidence, in form and substance satisfactory to it, that Equity Contributions referred to in the Financial Plan have been made in sufficient amount in excess of the Initial Equity Contribution Amount such that the Debt to Additional Equity Ratio, taking into account the amount of such Disbursement, does not exceed 83.78:16.22;

 

(i) Environmental Matters. IFC has received evidence, in form and substance satisfactory to it, that the Borrower is in compliance with the Environmental and Social Requirements;

 

(j) Project Schedule. IFC has received evidence, in form and substance satisfactory to it, that the Project is being implemented in accordance with the Project Schedule and without overruns in the Project Costs provided for in the Financial Plan;

 

(k) Cash Collateral. IFC has received evidence, in form and substance satisfactory to it, that the amount standing to the credit of the Cash Collateral Account is at least equal to the Cash Collateral Account Required Balance;

 

(l) Accounting and Financial Management Systems. To the extent it so requests, IFC has received evidence, in form and substance satisfactory to it, that the Borrower is in compliance with Section 5.01(d) (Accounting and Financial Management);

 

 
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(m) Insurance. IFC has received (i) copies of all insurance policies required to be obtained prior to the date of such Disbursement pursuant to Section 5.04 (Insurance) and Annex C (Insurance Requirements), (ii) evidence (in form and substance satisfactory to IFC) confirming that such policies are in full force and effect and all premiums then due and payable under those policies have been paid and (iii) such other evidence (in form and substance satisfactory to IFC) as it may request with respect to the Borrower’s compliance with Section 5.04 (Insurance) and Annex C (Insurance Requirements);

 

(n) Fees. IFC has received the fees which Section 2.07 (Fees) requires to be paid before the date of such Disbursement;

 

(o) Legal Fees and Expenses. IFC has received the reimbursement of all invoiced fees and expenses of IFC’s counsel as provided in Section 2.15(b)(ii) or confirmation that those fees and expenses have been paid directly to that counsel;

 

(p) Construction Contracts. IFC has received a copy of each Construction Contract, if any, referred to in sub-paragraph (iv) of the definition thereof;

 

(q) Loan Availability. The relevant Disbursement is not requested to be made on or after the date falling seventeen months after the date hereof; and

 

(r) Maximum Disbursements. The maximum number of Disbursements permitted pursuant to Section 2.02(d) (Disbursement Procedure) has not yet been made.

 

(s) tion 4.04. Borrower’s Certification. The Borrower shall deliver to IFC with respect to each request for Disbursement:

 

(a) certifications, in the form included in Schedule 2 (Form of Request for Disbursement), relating to the conditions specified in Section 4.03 (Conditions of All Disbursements) (other than the condition in Section 4.03(f) (Legal Opinions) and if applicable, the condition in Section 4.01(f) (Legal Opinions)) expressed to be effective as of the date of that Disbursement; and

 

(b) such evidence as IFC may reasonably request of the proposed utilization of the proceeds of that Disbursement or the utilization of the proceeds of any prior Disbursement.

 

(c) tion 4.04. B Loan Conditions. Notwithstanding any other provision of this Agreement, IFC is not obliged to make:

 

(a) any B Loan Disbursement, except to the extent that the Participants provide funds for that B Loan Disbursement under their Participations; and

 

(b) any Disbursement except pro rata from the A Loan and the B Loan.

 

Section 4.05. Conditions for IFC Benefit. The conditions in Section 4.01 through Section 4.04 are for the benefit of IFC and may be waived only by IFC in its sole discretion.

 

 
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ARTICLE V

 

Particular Covenants

 

Section 5.01. Affirmative Covenants. Unless IFC otherwise agrees, the Borrower shall:

 

(a) Corporate Existence; Conduct of Business. Maintain its corporate existence, comply with its Charter, and implement the Project and conduct its business with due diligence and efficiency and in accordance with sound engineering financial and business practices;

 

(b) Use of Proceeds. Cause the financing specified in the Financial Plan to be applied exclusively to the Project;

 

(c) Compliance with Laws; Taxes: (i) conduct its business in compliance, in all material respects, with all applicable requirements of law; and (ii) file by the date due all returns, reports and filings in respect of Taxes required to be filed by it and pay, when due, all Taxes due and payable by it;

 

(d) Accounting and Financial Management. Promptly install and maintain an accounting and control system, management information system and books of account and other records, which together adequately give a fair and true view of the financial condition of the Borrower and the results of its operations in conformity with the Accounting Standards;

 

(e) Auditors. (i) Appoint and maintain at all times a firm of internationally recognized independent public accountants acceptable to IFC as auditors of the Borrower; and (ii) irrevocably authorize, in the form of Schedule 5 (Form of Letter to Borrower’s Auditors), its Auditors (whose fees and expenses shall be for the account of the Borrower) to communicate directly with IFC at any time regarding the Borrower’s financial statements (both audited and unaudited), accounts and operations, and provide to IFC a copy of that authorization; and (iii) no later than 30 days after any change in its Auditors, issue a similar authorization to its new Auditors and provide a copy thereof to IFC;

 

(f) Access. Upon IFC’s request, and with reasonable prior notice to the Borrower, permit representatives of IFC and the CAO, during normal office hours, to: (i) visit any of the sites and premises where the business of the Borrower is conducted; (ii) inspect any of the Borrower’s sites, facilities, plants and equipment; (iii) have access to the Borrower’s books of account and all records; and (iv) have access to those employees, agents, contractors and subcontractors of the Borrower who have or may have knowledge of matters with respect to which IFC seeks information; provided that (i) no such reasonable prior notice shall be necessary if an Event of Default or Potential Event of Default is continuing or if special circumstances so require and (ii) in the case of the CAO, such access shall be for the purpose of carrying out the CAO’s Role;

 

(g) Environmental Matters. Ensure that the design, construction, operation, maintenance, management and monitoring of the Project’s sites, plants, equipment, operations and facilities are undertaken in compliance with (i) the Action Plan, and (ii) the applicable requirements of the Performance Standards:

 

(h) Review of Annual Monitoring Report. Periodically review the form of the Annual Monitoring Report and advise IFC as to whether revision of the form is necessary or appropriate in light of changes to the Borrower’s business or operations, or in light of environmental or social risks identified by the Borrower’s E&S Management System; and revise the form as agreed with IFC;

 

 
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(i) E&S Management System. Use all reasonable efforts to ensure the continuing implementation and operation of the E&S Management System to assess and manage the social and environmental performance of the Project in a manner consistent with the Performance Standards;

 

(j) Authorizations. (i) obtain and maintain in force (and where appropriate, renew in a timely manner) all Authorizations, including without limitation the Authorizations specified in Annex B (Borrower/Project Authorizations), which are necessary for the implementation of the Project, the carrying out of the Borrower’s business and operations generally and the compliance by the Borrower with all its obligations under the Transaction Documents; and (ii) comply with all the conditions and restrictions contained in, or imposed on the Borrower by, those Authorizations;

 

(k) Security; Further Assurances. From time to time, execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such further instruments as may reasonably be requested by IFC for perfecting or maintaining in full force and effect the IFC Security or for reregistering the IFC Security or otherwise, and, if necessary, create and perfect additional Security, to enable the Borrower to comply with its obligations under the Transaction Documents;

 

(l) Projected Debt Service Coverage Ratio. Maintain, at all times on or following the Project Financial Completion Date, a Prospective Debt Service Coverage Ratio greater than 1.0:1.0;

 

(m) Construction Contracts. Provide a copy to IFC of each Construction Contract entered into following the date of the first Disbursement, as promptly as possible, but in any event no later than 5 days following the execution thereof, and ensure that each such Construction Contract is satisfactory to IFC; and

 

(o) Registration of Mortgage Agreement, Asset Pledge Agreement and Share Pledge Agreement. The Borrower shall, as promptly as possible following the execution thereof, but in any event no later than the earlier of (x) 60 days from the date of execution of such agreement and (y) the date of the second Disbursement request, deliver to IFC evidence, in form and substance satisfactory to IFC, of the registration of (i) the Mortgage Agreement with the Real Estate Public Registry of Peru (Registro de Predios); (ii) the Asset Pledge Agreement with the Contracts Public Registry (Registro Mobiliario de Contratos); and (iii) the Share Pledge Agreement under the name of the Borrower with the Corporations Public Registry (Registro de Personas Jurídicas) and in the case of each of (i) through (iii), such that the IFC Security created pursuant thereto is duly perfected as first ranking security interest in all assets and rights subject to such Security Document.

 

Section 5.02. Negative Covenants. Unless IFC otherwise agrees, the Borrower shall not:

 

(a) Distributions. Declare or pay any dividend or make any cash distribution on its Equity Interests (other than dividends or distributions payable in Equity Interests of the Borrower), or purchase, redeem or otherwise acquire any Equity Interests of the Borrower or any option over them or make a payment under any subordinated Financial Debt (including shareholder loans) or any other payment to the Sponsor or any of its Affiliates except for payments under the Management Services Agreement which have been made in accordance with the Subordination Agreement unless:

 

  (i) the Project Financial Completion Date has occurred;

 

 
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  (ii) such payment is made within 30 days after an Interest Payment Date;

 

(iii)in case of dividends, the proposed payment or distribution is out of retained earnings; provided always that the retained earnings out of which any of the payments or distributions referred to in this paragraph (iii) may be made should in no event include any amount resulting from the revaluation of any of the Borrower’s assets;

 

  (iv) the Prospective Debt Service Coverage Ratio is not less than 1.25:1.0;

 

  (v) after giving effect to any such action:

 

(A)no Event of Default or Potential Event of Default has occurred and is continuing;

 

  (B) the available cash of the Borrower is at least $250,000; and

 

(C)the Borrower’s Financial Debt to Tangible Net Worth Ratio is not more than 1.0:1.0;

 

(vi)no earlier than 60 days nor later than 30 days prior to doing so, the Borrower certifies to each of the matters referred to in Section 5.02 (a) (i)-(v) hereto to IFC in writing, in the form attached as Schedule 6 (Form of Borrower’s Certification on Distribution of Dividends);

 

(b) Capital Expenditures. Incur expenditures or commitments for expenditures for fixed or other non-current assets (any such expenditure or commitment, a “Capital Expenditure”), other than those required for carrying out the Project, unless such Capital Expenditures are incurred after the Project Physical Completion Date and:

 

(i) to the extent that such Capital Expenditures do not constitute Tenant Capex, do not exceed an aggregate amount equivalent to $35,000 in any Financial Year during the life of the Loan, on a rolling, cumulative basis; and

 

(ii) to the extent that such Capital Expenditures constitute Tenant Capex, do not exceed the equivalent of $15 per square meter of gross leasable area of the relevant leases to which such Tenant Capex relates.

 

(c) Permitted Financial Debt. Incur, assume or permit to exist any Financial Debt except the Loan.

 

(d) Leases. Enter into any agreement or arrangement to lease any property or equipment of any kind (other than Financial Leases), unless (i) such agreement or arrangement is permitted under the other provisions of this Section 5.02 and (ii) the aggregate payments under all such agreements or arrangements do not exceed the equivalent of $100,000 in any Financial Year.

 

(e) Derivative Transactions. Enter into any Derivative Transaction or assume the obligations of any party to any Derivative Transaction;

 

 
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(f) Guarantees and Other Obligations. Enter into any agreement or arrangement to guarantee or, in any way or under any condition, assume or become obligated for all or any part of any financial or other obligation of another Person;

 

(g) Permitted Liens. Create or permit to exist any Lien on any property, revenues or other assets, present or future, of the Borrower, except for the following (collectively, the “Permitted Liens”):

 

  (i) the IFC Security;

 

  (ii) the naming of IFC as loss payee under the Borrower’s insurance policies;

 

(iii)any Lien arising from any tax, assessment or other governmental charge or other Lien arising by operation of law, in each case if the obligation underlying any such Lien is not yet due or, if due, is being contested in good faith by appropriate proceedings so long as:

 

(A)those proceedings do not involve any substantial danger of the sale, forfeiture or loss of any part of the Project, title thereto or any interest therein, nor interfere in any material respect with the use or disposition thereof or the implementation of the Project or the carrying on of the business of the Borrower; and

 

(B)the Borrower has set aside adequate reserves sufficient to promptly pay in full any amounts that the Borrower may be ordered to pay on final determination of any such proceedings.

 

(h) Arm’s Length Transactions. Enter into any transaction except in the ordinary course of business on the basis of arm’s-length arrangements (including, without limitation, transactions whereby the Borrower might pay more than the ordinary commercial price for any purchase or might receive less than the full ex-works commercial price (subject to normal trade discounts) for its products);

 

(i) Purchasing or Sales Agency. Establish any sole and exclusive purchasing or sales agency;

 

(j) Profit Sharing Arrangements. Enter into any partnership, profit-sharing or royalty agreement or other similar arrangement whereby the Borrower’s income or profits are, or might be, shared with any other Person;

 

(k) Management Contracts. Enter into any management contract or similar arrangement whereby its business or operations are managed by any other Person, other than (i) the Management Services Agreements and (ii) one or more facility management agreements which are entered into with a property management company in respect of the warehouses forming part of the Project and are consistent with Section 5.02(h)(Arm’s Length Transactions);

 

(l) Subsidiaries. Form or have any Subsidiary;

 

(m) Permitted Investments. Make or permit to exist loans or advances to, or deposits (except commercial bank deposits in the ordinary course of business) with, other Persons or investments in any Person or enterprise other than short-term investment grade marketable securities acquired solely to give temporary employment to its idle funds;

 

 
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(n) Fundamental Changes. Change: (i) its Charter in any manner which would be inconsistent with the provisions of any Transaction Document; (ii) its Financial Year; (iii) the Financial Plan; or (iv) the nature or scope of the Project or change the nature of its present or contemplated business or operations;

 

(o) Asset Sales. Sell, transfer, lease or otherwise dispose of all or a substantial part of its assets, other than inventory, whether in a single transaction or in a series of transactions, related or otherwise;

 

(p) Merger, Consolidation, Etc. Undertake or permit any merger, spin-off, consolidation or reorganization;

 

(q) Amendments, Waivers, Etc., of Material Agreements. Terminate, amend or grant any waiver with respect to any provision of any of the Transaction Documents or the Sponsor Management Services Agreement;

 

(r) Prepayment of Long-Term Debt. Prepay (whether voluntarily or involuntarily) or repurchase any Long-term Debt (other than the Loan) pursuant to any provision of any agreement or note with respect to that Long-term Debt unless:

 

(i)that Long-term Debt is refinanced using new Long-term Debt on terms and conditions (as to interest rate, other costs and tenor) at least as favorable to the Borrower as those of the Long-term Debt being refinanced; or

 

(ii)the Borrower gives IFC at least 30 days’ advance notice of its intention to make the proposed prepayment and, if IFC so requires, the Borrower contemporaneously prepays a proportion of the Loan equivalent to the proportion of the part of the Long-term Debt being prepaid, such prepayment to be made in accordance with the provisions of Section 2.06 (Prepayment) except that there shall be no minimum amount or advance notice period for that prepayment;

 

(s) Use of Proceeds. Use the proceeds of any Disbursement in the territories of any country that is not a member of the World Bank or for reimbursements of expenditures in those territories or for goods produced in or services supplied from any such country;

 

(t) Amendment of Action Plan. The Borrower shall not amend the Action Plan in any material respect without the prior written consent of IFC;

 

(u) UN Security Council Resolutions. Enter into any transaction or engage in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter;

 

(v) Sanctionable Practices. Engage in (and shall not authorize or permit any Affiliate or any other Person acting on its behalf to engage in) with respect to the Project or any transaction contemplated by this Agreement, any Sanctionable Practices. The Borrower further covenants that should IFC notify the Borrower of its concerns that there has been a violation of the provisions of this Section or of Section 3.01(r) of this Agreement, it shall cooperate in good faith with IFC and its representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from IFC, and shall furnish documentary support for such response upon IFC’s request;

 

 
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(w) Additional Land. Purchase, obtain a leasehold interest in or otherwise acquire any land, other than the land owned by the Borrower as of the date hereof on which the Project will be developed; provided that the foregoing shall not restrict the purchase of land pursuant to any Land Purchase Option Agreement or the ROFR Agreement by an Affiliate of the Borrower (other than the Guarantor) if the relevant Land Purchase Option Agreement or ROFR Agreement, as applicable, is transferred to such Affiliate; or

 

(x) Participant Sanctions Regime. The Borrower, its Subsidiaries, and any directors or officers of it or any of its Subsidiaries may not knowingly use, lend, contribute or otherwise make available any part of the proceeds of any B Loan Disbursement: (i) for the purpose of financing any trade, business or other activities directly with a Restricted Party; or (ii) in any other manner that would cause any Participant to be in violation of an applicable Participant Sanctions Regime.

 

Section 5.03. Reporting Requirements. Unless IFC otherwise agrees, the Borrower shall:

 

(a) Quarterly Financial Statements and Reports. As soon as available but in any event within 45 days after the end of each quarter of each Financial Year, deliver to IFC:

 

(i)two copies of the Borrower’s complete financial statements for such quarter prepared in accordance with the Accounting Standards, certified by the Borrower’s chief executive officer or chief financial officer;

 

  (ii) a report by the Borrower on its operations during that quarter, in the form of, and addressing the topics listed in, Schedule 7 (Quarterly and Annual Operations Report Information);

 

(iii)a report (in the form pre-agreed by IFC), signed by the Borrower’s chief executive officer or chief financial officer, concerning compliance with the financial covenants in this Agreement (including a clear description of the methodology used in the respective calculations) and compliance by the Sponsor with its obligation to fund the Cash Collateral Account as set forth in the Cash Collateral Account Security Agreement;

 

(iv)until the Project Physical Completion Date has occurred, a report, in the form attached as Schedule 8 (Form of Quarterly Project Implementation Report), on the progress in the implementation of the Project, including any factors that have or could reasonably be expected to have a Material Adverse Effect; and

 

(v)a copy of each leasing contract entered into in respect of any of the Project facilities (except to the extent previously delivered to IFC pursuant to this Section 5.03(a)(vi)).

 

 
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(b) Annual Financial Statements and Reports. As soon as available but in any event within 90 days after the end of each Financial Year, deliver to IFC:

 

(i)two copies of its complete and audited financial statements for that Financial Year (which are in agreement with its books of account and prepared in accordance with the Accounting Standards), together with its Auditors’ audit report on them, all in form satisfactory to IFC;

 

(ii)a management letter and any other communication from its Auditors commenting, with respect to that Financial Year, on, among other things, the adequacy of the Borrower’s financial control procedures, accounting systems and management information system;

 

(iii)a report (in the form pre-agreed by IFC), signed by the Borrower’s chief executive officer or chief financial officer, concerning compliance with the financial covenants in this Agreement (including a clear description of the methodology used in the respective calculations);

 

(iv)a report by the Borrower on its operations during that Financial Year, in the form of, and addressing the matters listed in, Schedule 7 (Quarterly and Annual Operations Report Information); and

 

(v)a statement by the Borrower of all transactions between the Borrower and each of its Affiliates, if any, during that Financial Year, and a certification by the Borrower’s chief executive officer or chief financial officer that those transactions were on the basis of arm’s-length arrangements;

 

(c) Management Letters. Deliver to IFC, promptly following receipt, a copy of any management letter or other communication sent by the Auditors (or any other accountants retained by the Borrower) to the Borrower or its management in relation to the Borrower’s financial, accounting and other systems, management or accounts, if not provided pursuant to Section 5.03(b)(ii);

 

(d) Annual Monitoring Report. Within 90 days after the end of each Financial Year, deliver to IFC the corresponding Annual Monitoring Report (i) confirming compliance with the Action Plan, the social and environmental covenants set forth in Sections 5.01 and 5.02 and Applicable E&S Law, or, as the case may be, identifying any non-compliance or failure, and the actions being taken to remedy it; and (ii) including such Project related information as IFC shall reasonably require in order to measure the ongoing development results of the Project against the indicators specified in Annex F (Performance Indicators) hereto (and which Project related information IFC may hold and use in accordance with IFC’s Access to Information Policy (dated January 1, 2012), the link of which is http://ifcnet.ifc.org/intranet/ifcpolproc.nsf/AttachmentsByTitle/700101IFCPolicy
DisclosureInformation_Effective+Jan+1+2012/$FILE/700101IFCPolicyDisclosureInformation.pdf;

 

(e) Notice of Accidents, Etc. Within 3 days after its occurrence, notify IFC of any social, labor, health and safety, security or environmental incident, accident or circumstance having, or which could reasonably be expected to have, a Material Adverse Effect or material adverse impact on the implementation or operation of the Project in accordance with the Performance Standards, specifying in each case the nature of the incident, accident, or circumstance and any effect resulting or likely to result therefrom, and the measures the Borrower is taking or plans to take to address them and to prevent any future similar event; and keep IFC informed of the on-going implementation of those measures and plans;

 

 
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(f) Partner Matters. Give notice to IFC, concurrently with the Borrower’s notification to its partners, of any meeting of its partners, such notice to include the agenda of the meeting; and, as soon as available, deliver to IFC two copies of: (i) all notices, reports and other communications of the Borrower to its partners, to the extent available, whether any such communication has been made on an individual basis or by way of publication in a newspaper or other communication medium; and (ii) the minutes of all partners’ meetings;

 

(g) Changes to Project; Material Adverse Effect. Promptly notify IFC of any proposed change in the nature or scope of the Project or the business or operations of the Borrower and of any event or condition that has or may reasonably be expected to have a Material Adverse Effect;

 

(h) Litigation, Etc. Promptly upon becoming aware of any litigation or administrative proceedings before any Authority or arbitral body which has or may reasonably be expected to have a Material Adverse Effect, notify IFC by facsimile of that event specifying the nature of that litigation or those proceedings and the steps the Borrower is taking or proposes to take with respect thereto;

 

(i) Default. Promptly upon the occurrence of an Event of Default or Potential Event of Default, notify IFC by facsimile specifying the nature of that Event of Default or Potential Event of Default and any steps the Borrower is taking to remedy it;

 

(j) Other Information. Promptly provide to IFC such other information as IFC from time to time requests about the Borrower, its assets, the Project or any other Credit Party, including without limitation information that IFC requests on behalf of the Participants for the Participants to satisfy requirements under applicable laws and regulations, including those concerning anti-money laundering and combating the financing of terrorism (AML/CFT) or any “know your customer” requirements; and

 

(k) Annual Budget. As soon as available but in any event no later than 60 days prior to the end of each Financial Year, deliver to IFC a copy of the Borrower’s capital and operating budget for the immediately following Financial Year.

 

Section 5.04. Insurance.

 

(a) Insurance Requirements and Borrower’s Undertakings. Unless IFC otherwise agrees, the

 

Borrower shall:

 

(i)insure and keep insured, with financially sound and reputable insurers, its assets and business against insurable losses, including the insurances specified in Annex C (Insurance Requirements);

 

(ii)promptly notify the relevant insurer of any claim under any policy written by that insurer and diligently pursue that claim;

 

(iii)comply with all warranties and conditions under each insurance policy;

 

(iv)not do or omit to do, or permit to be done or not done, anything which might prejudice the Borrower’s, or, where IFC is a loss payee or an additional named insured, IFC’s right to claim or recover under any insurance policy; and

 

(v)not vary, rescind, terminate, cancel or cause a material change to any insurance policy required in Annex C (Insurance Requirements) (to the extent such variation, termination, cancelation or change would result in a reduction in coverage);

 

provided always that if at any time and for any reason any insurance required to be maintained under this Agreement shall not be in full force and effect, then IFC shall thereupon or at any time while the same is continuing be entitled (but have no obligation) on its own behalf to procure that insurance at the expense of the Borrower and to take all such steps to minimize hazard as IFC may consider expedient or necessary.

 

 
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(b) Policy Provisions. Each insurance policy required in Annex C (Insurance Requirements) shall be on terms and conditions acceptable to IFC, and shall contain provisions to the effect that:

 

(i)no policy can be terminated, canceled or suspended by the Borrower or the insurer for any reason unless IFC and, in the case of termination or if cancellation or suspension is initiated by the insurer, the Borrower receive at least 45 days’ notice (or such lesser period as IFC may agree) prior to the effective date of such termination, cancellation or suspension;

 

(ii)IFC is named as additional named insured on all liability insurance required in Annex C (Insurance Requirements), other than section 3 of such Annex;

 

(iii)contractors working at the project site during construction works are named as additional named insured on liability insurance required in Annex C (Insurance Requirements); and

 

(iv)on every insurance policy on the Borrower’s assets which are the subject of the IFC Security and for business interruption or advance loss of profits, IFC is named as loss payee for any claim, or any series of claims arising with respect to the same event, whose aggregate amount is the equivalent of $1,000,000 or more.

 

(c) Application of Proceeds.

 

(i)At its discretion, IFC may remit the proceeds of any insurance paid to it to the Borrower to repair or replace the relevant damaged assets or may apply those proceeds towards any amount payable to IFC under this Agreement, including to repay or prepay all or any part of the Loan in accordance with Section 2.06 (Prepayment); provided that there shall be no minimum amount or notice period for any such prepayment.

 

(ii)The Borrower shall use any insurance proceeds it receives (whether from IFC or directly from the insurers) for loss of or damage to any asset solely to replace or repair that asset.

 

(d) Reporting Requirements. Unless IFC otherwise agrees, the Borrower shall provide to IFC the following:

 

(i)as soon as possible after its occurrence, notice of any event which entitles the Borrower to claim for an aggregate amount exceeding the equivalent of $500,000 under any one or more insurance policies;

 

 
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(ii)within 30 days of renewal of an insurance policy required in Annex C (Insurance Requirements) (other than those in section 3 of such Annex), a copy of that policy; and

 

(iii)any other insurance-related information or documents as IFC requests from time to time.

 

ARTICLE VI

 

Events of Default

 

Section 6.01. Acceleration after Default. If any Event of Default occurs and is continuing (whether it is voluntary or involuntary, or results from operation of law or otherwise), IFC may, by notice to the Borrower, require the Borrower to repay the Loan or such part of the Loan as is specified in that notice. On receipt of any such notice, the Borrower shall immediately repay the Loan (or that part of the Loan specified in that notice) and pay all interest accrued on it, the prepayment premium specified in Section 2.06 on the amount of the Loan whose payment is accelerated and any other amounts then payable under this Agreement. The Borrower waives any right it might have to further notice, presentment, demand or protest with respect to that demand for immediate payment.

 

Section 6.02. Events of Default. It shall be an Event of Default if:

 

(a) Failure to Pay Principal or Interest. The Borrower fails to pay when due any part of the principal of, or interest on, the Loan and such failure continues for a period of 5 days;

 

(b) Failure to Pay Other IFC Loans. The Borrower or the Guarantor fails to pay when due any part of the principal of, or interest on, any loan from IFC to the Borrower or the Guarantor other than the Loan and any such failure continues for the relevant grace period allowed for in the agreement providing for that loan;

 

(c) Failure to Comply with Obligations. The Borrower fails to comply with any of its obligations under this Agreement or any other Transaction Document (excluding Section 5.02(x) (Participant Sanctions Regime)) or any other agreement between the Borrower and IFC (other than for the payment of the principal of, or interest on, the Loan or any other loan from IFC to the Borrower), and any such failure continues for a period of 30 days after the date on which IFC notifies the Borrower of that failure;

 

(d) Failure by Other Parties to Comply with Obligations. Any party to a Transaction Document (other than IFC or the Borrower) fails to observe or perform any of its obligations under that Transaction Document, and any such failure continues for a period of 30 days after the date on which IFC notifies the Borrower of that failure;

 

(e) Misrepresentation. Any representation or warranty made by any Credit Party in Article III or in any other Financing Document (other than in Section 3.01(t) (Participant Sanctions Regime)) or in connection with the execution of, or any request (including a request for Disbursement) under, this Agreement or any other Transaction Document is found to be incorrect in any material respect;

 

 
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(f) Expropriation, Nationalization, Etc. Any Authority condemns, nationalizes, seizes, or otherwise expropriates all or any substantial part of the property or other assets of any Credit Party or of its share capital, or assumes custody or control of that property or other assets or of the business or operations of such Credit Party or of its share capital, or takes any action for the dissolution or disestablishment of such Credit Party or any action that would prevent such Credit Party or its officers from carrying on all or a substantial part of its business or operations;

 

(g) Involuntary Proceedings. A decree or order by a court is entered against any Credit Party:

 

(i)adjudging such Credit Party bankrupt or insolvent;
   
(ii)approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of, or with respect to, such Credit Party under any applicable law;
   
(iii)appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Credit Party or of any substantial part of its property or other assets; or
   
(iv)ordering the winding up or liquidation of its affairs; or any petition is filed seeking any of the above and is not dismissed within 60 days;

 

(h) Voluntary Proceedings. Any Credit Party:

 

  (i) requests a moratorium or suspension of payment of Liabilities from any court;
     
  (j) ) institutes proceedings or takes any form of corporate action to be liquidated, adjudicated bankrupt or insolvent;
     
  (k) i) consents to the institution of bankruptcy or insolvency proceedings against it;
     
(l)) files a petition or answer or consent seeking a concordat or other form of composition with its creditors or reorganization or relief under any applicable law, or consents to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower or of any substantial part of its property;
   
 (v)makes a general assignment for the benefit of creditors; or
   
(w)) admits in writing its inability to pay its Liabilities generally as they become due or otherwise becomes insolvent;

 

(i) Judgments; Attachment. (i) a final, non-appealable judgment, arbitral award or order is issued against the Borrower in an amount in excess of the equivalent of $750,000 or (ii) an attachment or analogous process is levied or enforced upon or issued against any of the assets of any Credit Party for an amount in excess of the equivalent of $750,000 and is not discharged within 30 days;

 

 
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(j) Analogous Events to Bankruptcy. Any other event occurs which under any applicable law would have an effect analogous to any of those events listed in Section 6.02(g), Section 6.02(h) and Section 6.02(i);

 

(k) Cross-Default. Any Credit Party fails to make any payment in respect of any of its Liabilities (other than the Loan or any other loan from IFC to the Borrower or the Guarantor) or to perform any of its obligations under any agreement pursuant to which there is outstanding any Liability, and any such failure continues for more than any applicable period of grace or any such Liability becomes prematurely due and payable or is placed on demand;

 

(l) Failure to Maintain Authorizations. Any Authorization necessary for any Credit Party to perform and observe its obligations under any Transaction Document, or to carry out the Project, is not obtained when required or is rescinded, terminated, lapses or otherwise ceases to be in full force and effect, including with respect to the remittance to IFC or its assignees, in the Loan Currency, of any amounts payable under any Transaction Document, and is not restored or reinstated within 30 days of notice by IFC to the Borrower requiring that restoration or reinstatement;

 

(m) Revocation, Etc., of Security Documents. Any Security Document or any of its provisions:

 

 (i)

is revoked, terminated or ceases to be in full force and effect or ceases to provide the security intended, without, in each case, the prior consent of IFC;

   
(ii)becomes unlawful or is declared void; or (iii) is repudiated or its validity or enforceability is challenged by any Person and any such repudiation or challenge continues for a period of 30 days during which period such repudiation or challenge has no effect;

 

(n) Revocation, Etc., of Financing Documents. Any Financing Document (other than a Security Document) or any of its provisions:

 

  (i) is revoked, terminated or ceases to be in full force and effect without, in each case, the prior consent of IFC, and that event, if capable of being remedied, is not remedied to the satisfaction of IFC within 30 days of IFC’s notice to the Borrower; or
     
  (ii) becomes unlawful or is declared void; or
     
(iii)is repudiated or the validity or enforceability of any of its provisions at any time is challenged by any Person and such repudiation or challenge is not withdrawn within 30 days of IFC’s notice to the Borrower requiring that withdrawal; provided that no such notice shall be required or, as the case may be, the notice period shall terminate if and when such repudiation or challenge becomes effective; and

 

(o) Non-Performance of Project Documents. Any of Project Document:

 

  (i) is breached by any party to it and such breach has or could reasonably be expected to have a Material Adverse Effect; or

 

 
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(ii)is revoked, terminated or ceases to be in full force and effect without the prior consent of IFC, or performance of any of the material obligations under any such agreement becomes unlawful or any such agreement is declared to be void or is repudiated or its validity or enforceability at any time is challenged by any party to it.

 

(p) Material Adverse Effect. Any event or circumstance occurs which in the opinion of the

IFC is reasonably likely to have a Material Adverse Effect.

 

(r) Change of Control/Equity Transfer Any of the following occurs:

 

  (i) a Change of Control;
     
  (ii) a Non-Permitted Equity Transfer.

 

Section 6.03. Bankruptcy. If the Borrower is liquidated or declared bankrupt, the Loan, all interest accrued on it and any other amounts payable under this Agreement will become immediately due and payable without any presentment, demand, protest or notice of any kind, all of which the Borrower waives.

 

ARTICLE VII

 

Miscellaneous

 

Section 7.01. Saving of Rights. (a) The rights and remedies of IFC in relation to any misrepresentation or breach of warranty on the part of the Borrower shall not be prejudiced by any investigation by or on behalf of IFC or any of the Participants into the affairs of the Borrower, by the execution or the performance of this Agreement, the Participation Agreement or by any other act or thing which may be done by or on behalf of IFC or any of the Participants in connection with this Agreement or the Participation Agreement and which might prejudice such rights or remedies.

 

(b) No course of dealing or waiver by IFC in connection with any condition of Disbursement of the Loan under this Agreement shall impair any right, power or remedy of IFC with respect to any other condition of Disbursement, or be construed to be a waiver thereof; nor shall the action of IFC with respect to any Disbursement affect or impair any right, power or remedy of IFC with respect to any other Disbursement.

 

(c) Unless otherwise notified to the Borrower by IFC and without prejudice to the generality

of Section 7.01(b), the right of IFC to require compliance with any condition under this Agreement that may be waived by IFC with respect to any Disbursement is expressly preserved for the purposes of any subsequent Disbursement.

 

(d) No course of dealing and no failure or delay by IFC in exercising, in whole or in part, any power, remedy, discretion, authority or other right under this Agreement or any other agreement shall waive or impair, or be construed to be a waiver of, such or any other power, remedy, discretion, authority or right under this Agreement, or in any manner preclude its additional or future exercise; nor shall the action of IFC with respect to any default, or any acquiescence by it therein, affect or impair any right, power or remedy of IFC with respect to any other default.

 

 
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Section 7.02. Notices. Any notice, request or other communication to be given or made under this Agreement shall be in writing. Subject to Section 5.03(h) and (i) (Reporting Requirements) and Section 7.05 (Applicable Law and Jurisdiction), any such communication may be delivered by hand, facsimile or established courier service to the party’s address specified below or at such other address as such party notifies to the other party from time to time, and will be effective upon receipt.

 

For the Borrower:

 

LatAm Logistic PER PropCo Lurin I S.R.L.

Av. Juan de Arona 0151, Suite 701B, Floor 7

San Isidro, Lima, Peru

  Attention: Alvaro Chinchayan, Country Manager

 

For IFC:

 

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

 

  Facsimile: 202-974-4321
     
  Attention: Director

Manufacturing, Agribusiness and Services Department

 

With a copy (in the case of communications relating to payments) sent to the attention of the Director, Department of Financial Operations, at:

 

Facsimile: 202-522-3064

 

With an electronic copy (in the case of all reports and notices to be given under Section 5.03

(Reporting Requirements)) sent to the attention of the Manager, B Loan

Management Unit, at:

 

syndicatedloanreports@ifc.org.

 

Section 7.03. English Language. (a) All documents to be provided or communications to be given or made under this Agreement shall be in the English language.

 

(b) To the extent that the original version of any document to be provided, or communication to be given or made, to IFC under this Agreement or any other Transaction Document is in a language other than English, that document or communication shall be accompanied by an English translation certified by an Authorized Representative to be a true and correct translation of the original. IFC may, if it so requires, obtain an English translation of any document or communication received in a language other than English at the cost and expense of the Borrower. IFC may deem any such English translation to be the governing version between the Borrower and IFC.

 

 
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Section 7.04. Term of Agreement. This Agreement shall continue in force until all monies payable under it have been fully paid in accordance with its provisions.

 

Section 7.05. Applicable Law and Jurisdiction.

 

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America.

 

(b) For the exclusive benefit of IFC, the Borrower irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. By the execution of this Agreement, the Borrower irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law.

 

(c) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise sue the Borrower in the Country or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrower in any manner authorized by the laws of any such jurisdiction.

 

(d) The Borrower hereby irrevocably designates, appoints and empowers Corporation Service Company, with offices currently located at 1180 Avenue of the Americas, Suite 210, New York, New York 10036, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in the State of New York in respect of this Agreement.

 

(e) As long as this Agreement remains in force, the Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, United States of America, with respect to this Agreement. The Borrower shall keep IFC advised of the identity and location of such agent.

 

(f) The Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower, at its address specified pursuant to Section 7.02 (Notices). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrower.

 

(g) Service in the manner provided in Sections 7.05 (d), (e) and (f) in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrower as such and will be valid and binding upon the Borrower for all purposes of any such action, suit or proceeding.

 

(h) The Borrower irrevocably waives to the fullest extent permitted by Applicable Law:

 

  (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this section;

 

 
-51

 

(ii)any claim that any such action, suit or proceeding has been brought in an inconvenient forum;
   
(iii)its right of removal of any matter commenced by IFC in the courts of the state of New York to any court of the United States Of America; and
   
(iv)any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by IFC.

 

(i) To the extent that the Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other Transaction Document to which it is a party, from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction.

 

(j) The Borrower hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. THE BORROWER HEREBY WAIVES ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, BROUGHT AGAINST IFC IN ANY FORUM IN WHICH IFC IS NOT ENTITLED TO IMMUNITY FROM A TRIAL BY JURY.

 

(k) To the extent that the Borrower may, in any action, suit or proceeding brought in any of the courts referred to in Section 7.05(b) or a court of the Country or elsewhere arising out of or in connection with this Agreement or any other Transaction Document to which the Borrower is a party, be entitled to the benefit of any provision of law requiring IFC in such action, suit or proceeding to post security for the costs of the Borrower, or to post a bond or to take similar action, the Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the laws of the Country or, as the case may be, the jurisdiction in which such court is located.

 

Section 7.06. Disclosure of Information. (a) IFC may disclose any documents or records of, or information about, this Agreement or any other Transaction Document, or the assets, business or affairs of the Borrower to: (i) its outside counsel, auditors and rating agencies, (ii) any Person who intends to purchase a participation in a portion of the Loan or any Participant, and (iii) any other Person as IFC may deem appropriate in connection with any proposed sale, transfer, assignment or other disposition of IFC’s rights under this Agreement or any Transaction Document or otherwise for the purpose of exercising any power, remedy, right, authority, or discretion relevant to this Agreement or any other Transaction Document.

 

(b) The Borrower acknowledges and agrees that, notwithstanding the terms of any other agreement between the Borrower and IFC, a disclosure of information by IFC in the circumstances contemplated by Section 7.06(a) does not violate any duty owed to the Borrower under this Agreement or under any such other agreement.

 

Section 7.07. Successors and Assignees. This Agreement binds and benefits the respective successors and assignees of the parties. However, the Borrower may not assign or delegate any of its rights or obligations under this Agreement without the prior consent of IFC.

 

Section 7.08. Amendments, Waivers and Consents. Any amendment or waiver of, or any consent given under, any provision of this Agreement shall be in writing and, in the case of an amendment, signed by the parties.

 

Section 7.09. Counterparts. This Agreement may be executed in several counterparts, each of which is an original, but all of which together constitute one and the same agreement.

 

[Remainder of page intentionally left blank]

 

 
 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed in their respective names as of the date first above written.

 

  LATAM LOGISTIC PER PROPCO LURIN I S.R.L.
   
  By : /s/ Michael Fangman
  Name: Michael Fangman
  Title : Chief Executive officer

 

LatAm Logistic

Loan Agreement

Signature Page

 

 
 

 

  INTERNATIONAL FINANCE CORPORATION
   
  By: /s/ Leopoldo Spasato
  Name: Leopoldo Spasato
  Title: Manager

 

LatAm Logistic

Loan Agreement

Signature Page

 

 
A-1

 

ANNEX A

 

PROJECT COST AND FINANCIAL PLAN

 

Project Cost  Financial Plan
  US$ thousand   % of total      US$ thousand   % of total 
Land   15,864    30%  A Loan   14,000    26%
Land development costs   6,004    11%  B Loan   14,000    26%
Land development  contingency   300    1%             
Hard Costs (ex-land development)   22,779    43%  Equity Contribution   24,145    45%
Hard Costs Contingency   858    2%  Equity Interests   1,406    3%
Soft Costs   1,572    3%             
Soft Costs Contingency   48    0%             
Initial Leasing + Tenant Improvement   1,677    3%             
I/Co Acquisition & Development Fees   1,406    3%             
Interest during Construction   1,301    2%             
Other financing costs   791    1%             
WC (VAT receivables)   951    2%             
Total   53,551    100%  Total   53,551    100%

 

 
B-1

 

ANNEX B

 

BORROWER/PROJECT AUTHORIZATIONS

 

(See Sections 3.01(d) and 4.01(e) of the Loan Agreement)

 

Section (1) Authorizations Already Obtained

 

  (a) Resolution of the corresponding corporate body of the Borrower approving receiving the Loan, entering into the Transaction Documents to which it is a party and, specifically, the Mortgage Agreement, Asset Pledge Agreement and Share Pledge Agreement, and perform all the activities and comply with all of the obligations assumed by it under the Transaction Documents; and
     
(b)License issued by the Municipality of Lurin and any other applicable resolutions issued by the corresponding Authority by means of which the project of urban development or habilitation of the Property (Proyecto de Habilitación Urbana) has been approved.

 

Section (2) Authorizations to be Obtained Prior to First Disbursement

 

  (a) Resolution of the corresponding corporate body of the Guarantor approving entering into the Transaction Documents to which it is a party, and perform all the activities and comply with all of the obligations assumed by it under the Transaction Documents; and
     
(b)Resolution of the corresponding corporate body of the Sponsor approving entering into the Transaction Documents to which it is a party and, specifically, the Share Pledge Agreement, and perform all the activities and comply with all of the obligations assumed under the Transaction Documents.

 

Section (3) Authorizations to be Obtained Following First Disbursement

 

  (a) The resolution(s) of reception of the works of the urban development (Recepción de Obras de Habilitación Urbana) to be developed over the Property, to be issued by the Municipality of Lurin;
     
(b)Building License (Licencia de Edificación) for Building 100, to be issued by the Municipality of Lurin;
   
  (c) Building License (Licencia de Edificación) for Building 200, to be issued by the Municipality of Lurin;
     
(d)Building License (Licencia de Edificación) for Building 300, to be issued by the Municipality of Lurin;

 

 
B-2

 

ANNEX B

 

  (e) Resolution(s) of Conformity of the Works (Conformidad de Obra) and Construction Certificate (Declaratoria de Fábrica) corresponding to Building 100, to be issued by the Municipality of Lurin;
     
  (f) Resolution(s) of Conformity of the Works (Conformidad de Obra) and Construction Certificate (Declaratoria de Fábrica) corresponding to Building 200, to be issued by the Municipality of Lurin;
     
  (g) Resolution(s) of Conformity of the Works (Conformidad de Obra) and Construction Certificate (Declaratoria de Fábrica) corresponding to Building 300, to be issued by the Municipality of Lurin;
     
  (h) Registration of the Construction Certificate (Declaratoria de Fábrica) corresponding to Building 100 in File No. 13694718 of the Real Estate Public Registry (Registro de Predios) of the Registration Office of Lima;
     
  (i) Registration of the Construction Certificate (Declaratoria de Fábrica) corresponding to Building 200 in File No. 13694718 of the Real Estate Public Registry (Registro de Predios) of the Registration Office of Lima;
     
  (j) Registration of the Construction Certificate (Declaratoria de Fábrica) corresponding to Building 300 in File No. 13694718 of the Real Estate Public Registry (Registro de Predios) of the Registration Office of Lima;
     
  (k) Certificate(s) of Technical Inspection of Security in Buildings (Certificado(s) de Inspección Técnica de Seguridad en Edificaciones) corresponding to: (i) the Property or sections of the Property to be operated directly by the Borrower (and, for the avoidance of doubt, not to sections of the Property to be operated directly by lessors); and (ii) the common areas (áreas de propiedad común) that could exist within the Property; to be issued by the Municipality of Lurin or the Municipality of Lima, as applicable; and
     
  (l) Operating License(s) (Licencia de Funcionamiento) for the development of the Project over the Property or sections of the Property to be operated directly by the Borrower (and, for the avoidance of doubt, not to sections of the Property to be operated directly by lessors), to be issued by the Municipality of Lurin.

 

 
C-1

 

ANNEX C

 

INSURANCE REQUIREMENTS

 

IFC to be named as (i) loss payee on policies insuring assets forming part of the IFC Security and on business interruption policies and (ii) an additional named insured on liability policies (other than those in section 3 of this Annex).

 

1. CONSTRUCTION WORKS

 

  a) Construction all risks, owner-controlled1, for each building under construction, based on full contract value and including:

 

  (i) strike, riot & civil commotion;
  (ii) debris removal;
  (iii) extra expenses;
  (iv) extended maintenance period;
  (v) third party liability; and
  (vi) designer’s risks.

 

  b) Marine cargo (including war) on transportation of key plant/equipment, unless shipments are on CIF2 project site (or comparable) basis.
     
  c) Advance loss of profits covering debt service (including principal and interest), fixed costs and increased cost of working during indemnity period of twelve (12) months from the anticipated scheduled commercial operations start date.

 

2. ONGOING AND FUTURE OPERATIONS

 

  a) Fire and named perils (including natural perils, and strike, riot & civil commotion) or property all risks, based on new replacement cost of assets.
     
  b) Business interruption following 2a) covering loss of net income (rental payments) with indemnity period of twelve (12) months minimum and including:

 

  (i) denial of access;
  (ii) suppliers’ and customers’ extension;
  (iii) utilities;
  (iv) professional fees; and
  (v) interim payments.

 

 

1 Owner-controlled indicates insurance purchased by owner rather than contractor
2 CIF: Cost, Insurance and Freight

 

 
C-2

 

ANNEX C

 

  c) General liability with a minimum limit of USD 20,000,000 per occurrence or as agreed with IFC, including coverage for:

 

  (i) liability for loss of or damage to tenant’s property, including goods in storage and auto vehicles;
  (ii) liability during minor construction works;
  (iii) coverage for subcontractors; and
  (iv) parking liability.

 

3. AT ALL TIMES

 

  a) All insurances required by applicable laws and regulations;
     
  b) Title insurance (to be confirmed and/or waived prior to disbursement based on legal opinion from local counsel);
     
  c) The Borrower shall cause the contractors to comply with all insurance requirements in the EPC contracts, including, inter alia, maintenance of Professional Liability insurance, construction bond (if applicable), as well as any other insurances as is customary, desirable or necessary to comply with local or other requirements, such as Workers’ Compensation and Employers’ Liability insurance in relation to all workmen employed in the construction of the Project, construction plant, machinery and equipment insurance, motor vehicle liability insurance for all vehicles owned, hired, leased, used or borrowed for use in connection with the Project.
     
  d) The Borrower shall cause the tenants to arrange:

 

  (i) construction insurance (covering material loss of or damage to contract works and third party liability, including damage to the Borrower’s and other tenants’ property) during performance of construction / fit-out works in the rented premises;
  (ii) property damage insurance for their assets and inventory;
(iii)third party liability insurance covering, inter alia, damage to the Borrower’s and other tenants’ property; and
 (iv) all insurances required by applicable laws and regulations

 

  e) Promptly following the receipt of a notice from IFC from time to time, the Borrower shall cover any material change in the identified risk exposure of the Borrower related to the Project, its business or assets:

 

  (i) obtain such additional insurance coverage of risks or liabilities that are not specified in this Annex C as would from time to time be obtained by a prudent company on terms and conditions acceptable to IFC; and/or
(ii)make such modifications to the terms, conditions, amounts or deductibles of any insurance policy required this Annex C as IFC may determine; and/or
(iii)make such modifications to the amounts and deductibles of any required insurance policy to take account of inflationary and other relevant factors;

 

provided always that if at any time and for any reason any insurance required to be maintained under this Agreement shall not be in full force and effect, then IFC shall thereupon, or at any time while the same is continuing, be entitled (but have no obligation) on its own behalf to procure that insurance at the expense of the Borrower and to take all such steps to minimize hazard as IFC may consider expedient or necessary.

 

 
D-1

 

ANNEX D

 

ANTI-CORRUPTION GUIDELINES FOR IFC TRANSACTIONS

 

The purpose of these Guidelines is to clarify the meaning of the terms “Corrupt Practices”, “Fraudulent Practices”, “Coercive Practices”, “Collusive Practices” and “Obstructive Practices” in the context of IFC operations.

 

1. Corrupt Practices

 

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

 

Interpretation

 

  A. Corrupt practices are understood as kickbacks and bribery. The conduct in question must involve the use of improper means (such as bribery) to violate or derogate a duty owed by the recipient in order for the payor to obtain an undue advantage or to avoid an obligation. Antitrust, securities and other violations of law that are not of this nature are excluded from the definition of corrupt practices.
     
  B. It is acknowledged that foreign investment agreements, concessions and other types of contracts commonly require investors to make contributions for bona fide social development purposes or to provide funding for infrastructure unrelated to the project. Similarly, investors are often required or expected to make contributions to bona fide local charities. These practices are not viewed as Corrupt Practices for purposes of these definitions, so long as they are permitted under local law and fully disclosed in the payor’s books and records. Similarly, an investor will not be held liable for corrupt or fraudulent practices committed by entities that administer bona fide social development funds or charitable contributions.
     
  C. In the context of conduct between private parties, the offering, giving, receiving or soliciting of corporate hospitality and gifts that are customary by internationally- accepted industry standards shall not constitute corrupt practices unless the action violates applicable law.
     
  D. Payment by private sector persons of the reasonable travel and entertainment expenses of public officials that are consistent with existing practice under relevant law and international conventions will not be viewed as Corrupt Practices.

 

 
D-2

 

ANNEX D

 

  E. The World Bank Group does not condone facilitation payments. For the purposes of implementation, the interpretation of “Corrupt Practices” relating to facilitation payments will take into account relevant law and international conventions pertaining to corruption.

 

2. Fraudulent Practices

 

A “Fraudulent Practice” is any action or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.

 

Interpretation

 

  A. An action, omission, or misrepresentation will be regarded as made recklessly if it is made with reckless indifference as to whether it is true or false. Mere inaccuracy in such information, committed through simple negligence, is not enough to constitute a “Fraudulent Practice” for purposes of this Agreement.
     
  B. Fraudulent Practices are intended to cover actions or omissions that are directed to or against a World Bank Group entity. It also covers Fraudulent Practices directed to or against a World Bank Group member country in connection with the award or implementation of a government contract or concession in a project financed by the World Bank Group. Frauds on other third parties are not condoned but are not specifically sanctioned in IFC, MIGA, or PRG operations. Similarly, other illegal behavior is not condoned, but will not be considered as a Fraudulent Practice for purposes of this Agreement.

 

3. Coercive Practices

 

A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.

 

Interpretation

 

  A. Coercive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.
     
  B. Coercive Practices are threatened or actual illegal actions such as personal injury or abduction, damage to property, or injury to legally recognizable interests, in order to obtain an undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the exercise of legal or contractual remedies or litigation.

 

 
D-3

 

ANNEX D

 

4. Collusive Practices

 

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

 

Interpretation

 

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

 

5. Obstructive Practices

 

An “Obstructive Practice” is (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) acts intended to materially impede the exercise of IFC’s access to contractually required information in connection with a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice .

 

Interpretation

 

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory, legal or constitutional rights such as the attorney-client privilege, regardless of whether such action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

 

General Interpretation

 

A person should not be liable for actions taken by unrelated third parties unless the first party participated in the prohibited act in question.

 

 
E-1

 

ANNEX E

 

PROJECT SCHEDULE

 

Building   Completion Date
Building 100   February 28, 2018
Building 200   April 30, 2018
Building 300   July 31, 2018

 

 
F-1

 

ANNEX F

 

PERFORMANCE INDICATORS

 

Brief outcome description Indicator Baseline 2017 Target: 2021
Returns to society Transfers to government (taxes paid; US$ million) 0 0.6
Increased employment opportunities Construction employment (#) 0 240
Operations direct and indirect employment (#) 0 500
Infrastructure development Warehousing space built (square meters of gross leasable area) 0 65,578
Resource Efficiency Obtaining Green Building certification No Yes
Linkages with local small and medium enterprises Purchases from domestic suppliers (US$ million) 0 0.7
Demonstration Effect Establishment of new class standard N/A Yes

 

 
G-1

 

ANNEX G

 

ACTION PLAN

 

No.   Item   Deliverable   Due Date
PS1 - Assessment and Management of Environmental and Social Risks and Impacts
 
1   Management Programs: The Borrower to include contractual obligations for its main construction contractors to develop, coordinate and implement the measures specified on the EMP and those needed to comply with the Performance Standards, including but not limited to: i) emergency response, ii) waste management, iii) monitoring and review of environmental and OHS performance, and iv) monitoring of working conditions ensuring freedom of association, no child or forced labor, management of grievances, proper OHS measures and training.   Contract templates acceptable to IFC   July 1st, 2017 (COD)
             
2   Emergency Response: The Borrower will develop an emergency response plan for construction activities that will consider the relevant potential emergencies for both operational and natural hazards in the area (earthquake, flash floods, etc.).  

Emergency Response

Plan acceptable to IFC

  August 1st, 2017
         
3   Monitoring and Review: Define relevant environmental and OHS key performance indicators and corresponding monitoring strategy during construction.  

Monitoring plan

acceptable to IFC

  June 15th, 2017
         
PS 2 - Labor and Working Conditions
4   The Borrower to develop an internal grievance mechanism in place for all employees working on the project site.  

Copy of Grievance

Mechanism acceptable to IFC

  June 15th, 2017
         
PS 3 – Resource Efficiency and Pollution Prevention
5   The Borrower shall obtain the relevant permit for reuse of treated effluent for irrigation purposes.   Submit discharge permit to IFC   December 1st, 2017
         
PS 4 – Community Health, Safety and Security
6   The Borrower will ensure that security contractors are adequately trained in the use of force and appropriate conduct toward workers and nearby residents, have not been implicated records of past abuses and follow the local requirements for security contractors.   Supporting policies and documentation from Security Contractors acceptable to IFC   August 1st, 2017
         
Stakeholder Engagement
7   The Borrower to develop a grievance mechanism to capture and respond to any concern that the neighboring communities may have during construction activities.   Copy of procedure acceptable to IFC   June 15th, 2017

 

 
H-1


 

ANNEX H

 

PARTICIPANT SANCTIONS REGIMES

 

(See Section 3.01(t) and Section 5.02(x) of the Loan Agreement)

 

For purposes of Section 3.01(t) and Section 5.02(x) of the Loan Agreement:

 

Participant Sanctions Regime” shall mean the trade, economic and financial sanctions laws, regulations or embargoes administered, enacted or enforced by:

 

  (a) the United Nations Security Council under Chapter VII of the United Nations Charter;
     
  (b) the United States;3
     
  (c) the European Union;
     
  (d) the United Kingdom; and
     
  (e) the respective governmental institutions and agencies of any of the foregoing, including without limitation the Office of Foreign Assets Control of the US Department of Treasury, the United States Department of State, and Her Majesty’s Treasury (together, the “Sanctions Authorities”); and

 

Restricted Party” shall mean a Person that is:

 

  (a) listed on, or directly or indirectly owned (50% or more) or controlled by a Person listed on, or acting on behalf or at the direction of a Person listed on, any sanctions list issued pursuant to any Participant Sanctions Regime;
     
(b)located in, incorporated under the laws of, or directly or indirectly majority owned or controlled by a Person located in or organized under the laws of a country or territory that is the target of any comprehensive, country-wide or territory-wide Participant Sanctions Regime; or otherwise a target of economic sanctions (“target of economic sanctions” signifying a Person with whom a national of the jurisdiction of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities).

 

 

3 Note that in relations to US sanctions, IFC will only agree to include federal level sanctions.

 

 
S1-1

 

SCHEDULE 1

 

FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY

 

(See Section 1.01 and Section 4.01(j) of the Loan Agreement)

 

[Credit Party’s Letterhead]

 

[Date]

 

International Finance Corporation (“IFC”)

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

Attention: Director

Manufacturing, Agribusiness and Services Department

 

Re: Peru/IFC Investment Number 40154

 

Ladies and Gentlemen:

Certificate of Incumbency and Authority

 

We refer to the Loan Agreement between IFC and LatAm Logistic PER PropCo Lurin I S.R.L. dated as of May 31, 2017 (the “Loan Agreement”), [and the [insert relevant Financing Document, to the extent the Credit Party delivering this certificate is not the Borrower]]. Capitalized terms used but not defined herein have the meaning given to such term in the Loan Agreement. I, the undersigned [Chairman/Director] of [insert name of Credit Party] (the “Credit Party”), duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the persons [each] [any two] of whom are, and will continue to be, authorized:

 

(a) [to sign on behalf of the Credit Party the requests for the disbursement of funds provided for in Section 2.02 of the Loan Agreement;

 

(b) to sign the certifications provided for in Section 4.03 and Section 4.04 of the Loan Agreement; and]4

 

 

4 Designations may be changed by the Credit Party at any time by issuing a new Certificate of Incumbency and Authority authorized by the Board of Directors of such Credit Party where applicable.
Each to be numbered in series.

 

 
S1-2

 

(c) to take any [other] action required or permitted to be taken, done, signed or executed under each Financing Document to which the Credit Party is or may be a party.

 

Name*   Office   Specimen Signature

 

You may assume that any such person continues to be so authorized until you receive written notice from an Authorized Representative of the Credit Party that they, or any of them, is no longer so authorized.

 

  Yours truly,
   
  [NAME OF CREDIT PARTY]
     
  By [Chairman/Director]

 

 
S2-1

 

SCHEDULE 2

 

FORM OF REQUEST FOR DISBURSEMENT

 

(See Section 2.02 and Section 4.03 of the Loan Agreement)

 

[Borrower’s Letterhead]

 

[Date]

 

International Finance Corporation (“IFC”)

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

Attention: Director
  Manufacturing, Agribusiness and Services Department

 

Re: Peru/IFC Investment Number 40154

 

Ladies and Gentlemen:

 

Investment No. 40154

*

Request for Loan Disbursement No. [   ]

 

1. Please refer to the Loan Agreement between IFC and LatAm Logistic PER PropCo Lurin I S.R.L. dated as of May 31, 2017 (the “Loan Agreement”).

 

Terms defined in the Loan Agreement have their defined meanings whenever used in this request.

 

2. The Borrower irrevocably requests the disbursement on __________________ , ____ (or as soon as practicable thereafter) of the amount of ____________________ (_____________ ) under the Loan (the “Disbursement”) in accordance with the provisions of Section 2.02 of the Loan Agreement. You are requested to pay such amount to the account in [New York] of [Name of Borrower] [Name of correspondent Bank], Account No. at [Name and Address of Bank] [for further credit to the Borrower’s Account No. __________ at [Name and address of Bank] in [Lima, Peru].

 

3. For the purpose of Section 4.03 and Section 4.04 of the Loan Agreement, the Borrower certifies as follows:

 

(a) no Event of Default and no Potential Event of Default has occurred and is continuing;

 

(b) the proceeds of the Disbursement are at the date of this request needed by the Borrower for the purpose of the Project, or will be needed for such purpose within 3 months of such date;

 

(c) since the date of the Loan Agreement nothing has occurred which has or could reasonably be expected to have a Material Adverse Effect;

 

 
S2-2

 

(d) since the date of the Loan Agreement, the Borrower has not incurred any material loss or liability (except such liabilities as may be incurred by the Borrower in accordance with Section 5.02 of the Loan Agreement);

 

(e) the representations and warranties made in Article III of the Loan Agreement are true on the date of this request and will be true on the date of Disbursement with the same effect as if such representations and warranties had been made on and as of each such date (but in the case of Section 3.01(c), without the words in parenthesis);

 

(f) the proceeds of the Disbursement are not in reimbursement of, or to be used for, expenditures in the territories of any country that is not a member of the World Bank or for goods produced in or services supplied from any such country;

 

(g) after giving effect to the Disbursement, the Borrower will not be in violation of:

 

  (i) its Charter;
     
  (ii) any provision contained in any document to which the Borrower is a party (including the Loan Agreement) or by which the Borrower is bound; or
     
  (iii) any law, rule, regulation, Authorization or agreement or other document binding on the Borrower directly or indirectly, limiting or otherwise restricting the Borrower’s borrowing power or authority or its ability to borrow.

 

The above certifications are effective as of the date of this Request for Disbursement and shall continue to be effective as of the date of the Disbursement. If any of these certifications is no longer valid as of or prior to the date of the requested Disbursement, the Borrower undertakes to immediately notify IFC.

 

Yours truly,  
   
LatAm Logistic PER PropCo Lurin I S.R.L.  
   
By                
Authorized Representative  

 

Copy to: Director, Department of Financial Operations International Finance Corporation

 

 
S3-1

 

SCHEDULE 3

 

FORM OF DISBURSEMENT RECEIPT

 

(See Section 2.02 of the Loan Agreement)

 

[Borrower’s Letterhead]

 

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

 

Attention: Director, Department of Financial Operations

 

Ladies and Gentlemen:

 

Investment No. 40154
Disbursement Receipt No. [   ]*

 

We, LatAm Logistic PER PropCo Lurin I S.R.L., hereby acknowledge receipt on the date hereof, of the sum of (___) disbursed to us by International Finance Corporation (“IFC”) under the Loan of _____________ (___) provided for in the Loan Agreement dated May 31, 2017, between our company and International Finance Corporation. Of this sum, ________________ is an A Loan Disbursement and _______ is a B Loan Disbursement.

 

Yours truly,  
   
LatAm Logistic PER PropCo Lurin I S.R.L.  
   
By             
Authorized Representative  

 

To correspond with number of the Disbursement request. See Schedule 2.

 

 
S4-1

 

SCHEDULE 4

 

FORM OF PROCESS AGENT LETTER
[Letterhead of Agent for Service of Process]

 

(See Section 4.01 (k) of the Loan Agreement)

 

[Date]

 

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

Attention: Director
  Manufacturing, Agribusiness and Services Department

 

Re: Peru/IFC Investment Number 40154

 

Dear Sirs:

 

We refer to the Loan Agreement between IFC and LatAm Logistic PER PropCo Lurin I S.R.L. dated as of May 31, 2017 (the “Loan Agreement”), [and the [insert other relevant Financing Documents, to the extent the Credit Party delivering the process agent letter is not the Borrower]]. This letter is provided to at the request of [insert name of Credit Party] (the “Credit Party”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning specified in the Loan Agreement.

 

Pursuant to [each of] Section ___(_) of the [insert relevant Financing Documents], the Credit Party has irrevocably designated and appointed the undersigned, Corporation Service Company with offices currently located at 1180 Avenue of the Americas, Suite 210, New York, New York 10036, as its authorized agent to receive for and on its behalf service of process in any legal action or proceeding with respect to or out of [insert relevant Financing Documents] in the courts of the United States of America for the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan.

 

The undersigned hereby informs you that it has irrevocably accepted that appointment as process agent as set forth in [each of] Section [•] of [insert relevant Financing Documents] [and Section __(_) of the ____________ ], [in each case] from 1 until 2 and agrees with you that the undersigned (i) shall inform IFC promptly in writing of any change of its address in [New York], (ii) shall perform its obligations as such process agent in accordance with the relevant

 

provisions of [each of] Section [●] of [insert relevant Financing Documents], and (iii) shall forward promptly to the Borrower any legal process received by the undersigned in its capacity as process agent.

 

As process agent, the undersigned and its successor or successors agree to discharge the above-mentioned obligations and will not refuse fulfillment of such obligations as provided under [any of] Section [●] of [insert relevant Financing Documents].

 

  Very truly yours,
   
  CORPORATION SERVICE COMPANY
                      
  By  
  Title:  

 

cc: [Borrower]

 

 
S5-1

 

SCHEDULE 5

 

FORM OF LETTER TO BORROWER’S AUDITORS

 

(See Section 4.01(i) and Section 5.01(e) of the Loan Agreement)

 

[Borrower’s Letterhead]

 

[Date]

 

 

[NAME OF AUDITORS] [ADDRESS]

 

Ladies and Gentlemen:

 

We hereby authorize and request you to give to International Finance Corporation of 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, United States of America (“IFC”), in relation to IFC Investment Number 40154, all such information as IFC may reasonably request with regard to the financial statements (both audited and unaudited), accounts and operations of the undersigned company. We have agreed to supply that information and those statements under the terms of a Loan Agreement between the undersigned company and IFC dated May 31, 2017 (the “Loan Agreement”). For your information we enclose a copy of the Loan Agreement.

 

We authorize and request you to send two copies of the audited accounts of the undersigned company to IFC to enable us to satisfy our obligation to IFC under Section 5.03(b)(i) of the Loan Agreement. When submitting the same to IFC, please also send, at the same time, a copy of your full report on such accounts in a form reasonably acceptable to IFC.

 

Please note that under Section 5.03(b)(ii) and Section 5.03(c) of the Loan Agreement, we are obliged to provide IFC with a copy of the annual and any other management letter or other communication from you to the undersigned company or its management commenting on, among other things, the adequacy of the undersigned company’s financial control procedures and accounting and management information system.

 

Please also submit each such communication and report to IFC with the audited accounts.

 

For our records, please ensure that you send to us a copy of every letter that you receive from IFC immediately upon receipt and a copy of each reply made by you immediately upon the issue of that reply.

 

Yours truly,  
   
LatAm Logistic PER PropCo Lurin I S.R.L.  
   
By              
Authorized Representative  

 

Enclosure

 

cc: Director
  Manufacturing, Agribusiness and Services Department
  International Finance Corporation
  2121 Pennsylvania Avenue, N.W.
  Washington, D.C. 20433
  United States of America

 

 
S6-1

 

SCHEDULE 6

 

FORM OF BORROWER’S CERTIFICATION

ON DISTRIBUTION OF DIVIDENDS

 

(See Section 5.02 (a) of the Loan Agreement)

[Borrower’s Letterhead]

 

International Finance Corporation [Date]

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

Attention: Director
  Manufacturing, Agribusiness and Services Department

 

Re: Peru/IFC Investment Number 40154

 

Dear Sirs:

 

1. Please refer to the Loan Agreement (the “Loan Agreement”) dated May 31, 2017 between [Name of Borrower] (the “Borrower”) and International Finance Corporation (“IFC”). Terms defined in the Loan Agreement have their defined meanings whenever used in this request.

 

2. This is to inform you that the Borrower plans a distribution of dividends to its shareholders in the aggregate amount of __________________ (_______ ), such distribution to commence on or about [_________ , ___]7. Pursuant to Section 5.02 (a) of the Loan Agreement, the Borrower hereby certifies that, as at the date hereof:

 

  (a) the Project Financial Completion Date has occurred;
     
  (ii) such payment is made within 30 days after an Interest Payment Date;
     
  (iii) the proposed payment or distribution is out of retained earnings; provided always that the retained earnings out of which any of the payments or distributions referred to in this paragraph (iii) may be made should in no event include any amount resulting from the revaluation of any of the Borrower’s assets;
     
  (iv) the Prospective Debt Service Coverage Ratio is not less than 1.25:1.0;
     
  (v) after giving effect to such distribution:

 

    (A) no Event of Default or Potential Event of Default has occurred and is continuing;
       
    (B) the available cash of the Borrower is at least $250,000; and
       
    (C) the Borrower’s Financial Debt to Tangible Net Worth Ratio is not more than 1.0:1.0.

 

3. The Borrower undertakes not to give effect to the proposed distribution or any part thereof if, at the time of so doing or after giving effect to it, the Borrower could not certify the matters in section 2 of this certification.

 

Yours truly,  
   
LatAm Logistic PER PropCo Lurin I S.R.L.  
   
By               
Authorized Representative  

 

 

7 Certificate must be delivered no earlier than 60 days nor later than 30 days prior to the distribution date.

 

 
S7-1

 

SCHEDULE 7

 

QUARTERLY AND ANNUAL OPERATIONS REPORT INFORMATION

 

(See Sections 5.03 (a)(ii) and (b)(iv) of the Loan Agreement)

 

A. Quarterly Operating Data

Quarter Ended ________ , 20___

 

Notes:

 

1. The purpose of this report is to provide regular updates on the Borrower’s operating cost structure and operating performance.

 

2. The requested operating data should be agreed with the industry specialist to reflect the key industry-specific indicators and should be based on the company’s existing operating reports. If the company’s existing operating reports provide the necessary information, those reports may be submitted as the Quarterly Operations Review.

 

B. Supplemental Annual Operating Information

 

(1) Macroeconomic Conditions. Brief description of any material changes that affect the Borrower directly. For example, changes in corporate taxation, import duties, foreign exchange availability, price controls, other areas of regulation.

 

(2) Markets. Brief description of changes in the Borrower’s market conditions, with emphasis on changes in (i) total existing warehousing supply and the subtotals by competitor, asset class and location; (ii) vacancies by warehousing park, location and competitor; (iii) rates by warehousing park, location and competitor; and (iv) upcoming supply by competitor, location and asset class.

 

(3) Sponsor and Shareholdings. Information on significant changes in the ownership of the Sponsor, including reasons for changes and the new shareholding structure.

 

(4) Management and Technology. Summary of significant changes in the Sponsor’s and the Borrower’s (i) senior management or organizational structure, and (ii) technology, including technical assistance arrangements.

 

(5) Corporate Strategy. Description of any changes to the Sponsor’s and Borrower’s corporate or operational strategy, including changes in products, location, or business segment.

 

(6) Operating Performance. Discussion of major factors affecting the year’s results, including key operating indicators (e.g.: average rate, average vacancy, rental income, net operating income, operational cash generation, capital expenditures, and margins).

 

 
S8-1

 

SCHEDULE 8

 

FORM OF QUARTERLY PROJECT IMPLEMENTATION REPORT

(To be provided throughout the project implementation period)

 

(See Section 5.03(a)(iv) of the Loan Agreement)

 

A. Project Cost Data (US$ thousands)

 

Quarter Ended ________, 20___

 

ESTIMATED COSTS

 

Project Items   As Per Loan Agreement   As Revised Up To End of Previous Quarter   Costs Incurred and Recorded on Books   Funds Committed But Not Yet Incurred   Balance of Funds Not Committed or Incurred
    (1)   (2)   (3)   (4)   (5) = (2) -
                    (3) - (4)
Land   15,864                
Land development costs   5,504                
Land development contingency   800                
Hard Costs (ex-land development)   22,779                
Hard Costs contingency   858                
Soft Costs   1,572                
Soft Costs Contingency   49                
Initial Leasing and Tenant   1,677                
Improvement   1,406                
                     
Inter-company Acquisition and Development Fees                    
Interest during Construction   1,301                
Other Financing Costs   791                
Working Capital (VAT receivables)   951                
[…]                    
Total Project Cost   53,551                
Other Project Items:                    
[…]                    
Total Other Project Items                    
TOTAL PROJECT COST   53,551                

 

Project [Physical] Completion Date:       _______          _______

 

Note: All costs should be clearly identified by project items. Wherever applicable, further breakdowns should be also provided.

 

Column 1 of Project Cost as per Annex A in Loan Agreement.

 

 
S8-2

 

B. Sources of Project Financing

 

Quarter Ended ________, 20___

 

         

Financial Plan

Original

  Latest   Draw-down as of End of This Quarter   Undisbursed
        (1)   (2)   (3)   (4) = (2) - (3)
Share Capital:                      
Equity in Cash         24,145            
Equity Non-Cash         1,406            
[…]                      
                       
Total Share Capital                      
                       
Long-Term Debt: Maturity   Interest Rate                
IFC A Loan ___%   ___   14,000            
IFC B Loan ___%   ___   14,000            
[…] ___%   ___                
                       
Total Long-Term Debt                      
                       
Other Financing:                      
Total Other Financing                      
TOTAL FINANCING         53,551            

 

Note: Column 1 Financial Plan as per Annex A in Loan Agreement.

 

C.  Material Adverse Effects

 

Please comment onany factors that could have a material adverse effect on: - the carrying out of the Project or the implementation of the Financial Plan; - the Company’s business, operations or financial condition.

 

 
S9-1

 

SCHEDULE 9

 

FORM OF ANNUAL MONITORING REPORT

 

                               Group

 

ENVIRONMENTAL AND SOCIAL PERFORMANCE

ANNUAL MONITORING REPORT (AMR)

 

Latam Logistics

LATAM LOGISTIC PER PROPCO LURIN I S.R.L.

Peru

#40154

 

Reporting Period: (month/year) through (month/year)

 

amr completion date: (day/month/year)

 

Environment, Social and Governance Department

2121 Pennsylvania Avenue, NW

Washington, DC 20433 USA

www.ifc.org/enviro

 

 
S9-2

 

AMR SECTION I

 

INTRODUCTION

 

IFC’s Loan Agreement with LATAM LOGISTIC PER PROPCO LURIN I S.R.L. (the “Borrower”) requires the Borrower to prepare a comprehensive Annual Monitoring Report (AMR) on the environmental and social (E&S) performance of its facilities and operations. This document comprises IFC’s preferred format for E&S performance reporting. The following template may be supplemented with annexes as appropriate to ensure all relevant information on project performance is reported.

 

Contents:

 

  Project Information
  Client’s Representation Statement by Sponsor authorized representative
  Summary of Key E&S Aspects during the Reporting Period
  New Development/ Corporate Financing
  Action Plan Status and Update
  Deviations/non-compliances
  Developmental Outcome (DOTs) Indicators
  Corporate Governance Action Plans
  Client’s Feedback

 

 
S9-3

 

AMR SECTION II

 

Client’s Representation Statement by Sponsor authorized representative

 

I (name) in my role of (position) and representing ClientCompany’s certify that

 

a) The Project is in compliance with all applicable E & S requirements as Loan Agreement with IFC, and all actions required to be undertaken pursuant to the Action Plan and any subsequent supplemental action plans. (when applies: with the exception made for those that have been disclosed in Section seven (VI) in this report ……….(Section VI is to include any such deviation/non compliance that the client must inform IFC of)
   
b) Beyond what is reported in this AMR for the current reporting period, in relation to the Project, to the best of my knowledge , after due inquiry, there no:

 

  Circumstances or occurrences that have given or would give rise to violations of E &S and labor Laws or E &S and labor Claims;
  Social unrest, local population disruption or negative NGO attention due to the project
  Material social or environmental risks or issues in relation to the Project other than those identified by the E&S Assessment and the Environmental and Social Review Summary.
  Existing or threatened complaint, order, directive, claim, citation or notice from any Authority.
  Any written communication from any Person , in either case, concerning the Project’s failure to comply with any matter covered by the Performance Standards;
  Ongoing or, threatened, strikes, slowdowns or work stoppages by employees of the Borrower or any contractor or subcontractor with respect to the Project;

 

c) All information contained in this AMR is true, complete and accurate in all respects at the time of submission and no such document or material omitted any information the omission of which would have made such document or material misleading.
   
d) There have not been any new company activities (eg. expansions, construction works, etc) that could generate adverse environmental effects? And there have been no new ESIA studies, audits, or E&S action plans conducted by or on behalf of (the ClientCompany), with respect to any Environmental or Social standards/regulation/ applicable to the Project that IFC has not been notified of

 

Signature Date

 

 
S9-4

 

AMR SECTION III

 

Summary of Key E&S Aspects during the Reporting Period

 

This section aims to identify the key E&S progress/activities/incidents during the Reporting period (include Summary of Key Findings for the Reporting Period e.g. non-compliances, significant incidents8, social unrest, significant improvements/initiatives regarding E&S performance. Etc).

 

Project Status

 

Select the current status of the project and provide a brief description of the developments in relation to the project over the reporting period. For example, has construction been started or completed, has new equipment been installed, has production capacity increased, or is the investment in new projects considered?

 

☐ Design ☐ Construction ☐ Expansion ☐ Operation ☐ Closure ☐ Other (specify)

 

New investment under development? (Corporate and Investment Funds) ☐ Yes ☐ No

 

Please provide details in section IV of this AMR report.

 

PS1: Assessment and Management of Environmental and Social Risks and Impacts

 

 

Please provide details on the status of any voluntary management systems certification schemes at your facility, provide details below?

 

Describe any changes in the organizational structure to manage environment, health and safety, labor and social aspects during the reporting period. Describe number of personnel in charge of E&S issues.

 

Describe the level of environmental, social and health and safety training provided to staff. Provide annex with list of topics, hours of training and number of participants.

 

During the reporting period, are you aware of any events that may have caused damage; brought about injuries or fatalities or other health problems; attracted the attention of outside parties; affected project labor or adjacent populations; affected cultural property; or created liabilities for your company?

☐Yes ☐ No

 

Provide details

 

Describe any ongoing public consultation and disclosure, liaison with non-governmental organizations (NGOs), civil society, local communities or public relations efforts on environmental and social aspects.

 

Briefly describe new initiatives implemented during the reporting period or additional managerial efforts on E&S aspects (e.g. Energy/water savings, sustainability report, waste minimization, etc)

 

 

8 Examples of significant incidents follow. Chemical and/or hydrocarbon materials spills; fire, explosion or unplanned releases, including during transportation; ecological damage/destruction; local population impact, complaint or protest; failure of emissions or effluent treatment; legal/administrative notice of violation; penalties, fines, or increase in pollution charges; negative media attention; chance cultural finds; labor unrest or disputes; local community concerns.

 

 
S9-5

 

Briefly describe the number and type of comments and/or grievances received by the Company in relation to E& Issues? How many have been resolved and how many are pending? (Please attach a table with grievance redress registry)

 

Corporate/Investment Funds: Have ESIAs (Corporate) and or E&S Due Diligence (Fund investments) conducted during the reporting period? (Please provide copies)

 

PS2. Labor and Working Conditions

 

Have you changed your Human Resources (HR) policies, procedures or working conditions during the reporting period? ☐ Yes ☐ No Provide details

 

Provide the following information regarding your workforce:

 

Site   # of direct employees   # female direct employees   # employees terminated   # employees hired   # Contractor employees9
Lurin                    

 

Occupational Health and Safety

 

Describe the main changes implemented in terms of Occupational Health and Safety (OHS) during the reporting period, e.g. identification of hazards, substitution of chemicals, new controls, etc.

 

Company or Total Description of Cause of accident Corrective measures to prevent Occupational Health and Safety Indicators
Report Total numbers for each parameter This reporting period   Reporting period- Previous year
  Direct   Contractor   Direct   Contractor
  employees   employees   employees   employees
Total number of Workers              
Total man-hours worked - Annual              
Total number of lost time              
occupational injuries              
Total number of lost workdays due              
to injuries              
Number of fatalities              

 

Provide details for the non-fatal injuries during this reporting period

 

 
S9-6

 

 

Describe in detail fatalities and vehicle accidents, including corrective measures (provide copies of OHS investigation and respective corrective plan).

 

Significant Incidents

 

Date of Incident   Type of Incident (drop down list)   Brief Description of Incident   Fatalities?
(Y/N)
  # of Fatalities   Preventive measures taken after the incident
                     
                     

 

Note: Choose the Type of Incident from the drop down list.

 

PS3. Resource Efficiency and Pollution Prevention

 

Provide the following environmental monitoring data for this reporting period. If you already have all the data requested available in another format, this can be submitted instead. Please provide a scaled facility map showing the precise locations of all monitoring points.

 

Ambient noise:

 

Ambient air quality:

 

Liquid effluent discharges:

 

Resources and Energy Consumption:

 

If any of the EHS guidelines or local regulatory limits are exceeded please explain the cause and, if appropriate, describe the planned corrective actions to prevent re-occurrence.

 

Energy and Water management:

 

Utility   Units   Annual Consumption   Total
Type   MWh   Lurin    
Grid electricity            
Natural   m3        

 

 

10 Injury: Incapacity to work for at least one full workday beyond the day on which the accident or illness occurred.

Lost workdays are the number of workdays (consecutive or not) beyond the date of injury or onset of illness that the employee was away from work or limited to restricted work activity because of an occupational injury or illness.

 

 
S9-7

 

Gas          
Diesel L        
Other fuel (specify) L        
Water m3        

 

Waste and Hazardous Materials, quantity disposed:

 

PS4 - Community Health, Safety and Security

 

 

Using the table below list and briefly describe any new initiatives implemented in relation to community health and safety during the reporting period. Include risk assessments, new infrastructure and equipment; hazardous materials and safety management, transportation and exposure to disease.

 

Mitigation Measure  

Expected or actual date of

Implementation

  Planned future mitigation efforts?
         
         

 

During the reporting period any emergency drills have been conducted with community participation? Are the communities aware of the emergency response plans?

 

Please describe any changes in the Company’s engagement with private/public security forces during the reporting period and any corresponding agreements.

 

AMR SECTION IV

 

New Development

 

Please describe details of the scope constructions activities during the reporting period.

 

Social and Environmental Screening

 

Please list projects which have come under active consideration for development by since the last report. For the first report please list the opening project pipeline.

 

Project phase   Brief Description
     
     

 

 
S9-8

 

Projects Completed or in Progress during the Reporting Period

 

Please complete the table to list the projects completed during the reporting period, which are operated by the Borrower or which are under construction, and how environmental and social risk was managed in these projects. If risk management cannot be adequately covered in the sections which follow, please add any relevant information if required.

 

Project   Status (e.g. under construction, complete)   Major risk management measures adopted.
         
         

 

AMR SECTION V

 

Action Plan Status and Update

 

Please update us in the current status of the action plan, define the dates when pending actions will be implemented. Please refer to the initial ACTION PLAN for the indicators and deliverables.

 

No.   Item   Deliverable   Due Date   Status
                 
PS1 - Assessment and Management of Environmental and Social Risks and Impacts
 
1   Management Programs: The Borrower to include contractual obligations for its main construction contractors to develop, coordinate and implement the measures specified on the EMP and those needed to comply with the Performance Standards, including but not limited to: i) emergency response, ii) waste management, iii) monitoring and review of environmental and OHS performance, and iv) monitoring of working conditions ensuring freedom of association, no child or forced labor, management of grievances, proper OHS measures and training.   Contract templates acceptable to IFC   July 1st, 2017 (COD)    

 

 
S9-9

 

2   Emergency Response: The Borrower will develop an emergency response plan for construction activities that will consider the relevant potential emergencies for both operational and natural hazards in the area (earthquake, flash floods, etc.).   Emergency Response Plan acceptable to IFC   August 1st, 2017    
                 
3   Monitoring and Review: Define relevant environmental and OHS key performance indicators and corresponding monitoring strategy during construction.   Monitoring plan acceptable to IFC   June 15th, 2017    
                 
PS 2 - Labor and Working Conditions
     
4   The Borrower to develop an internal grievance mechanism in place for all employees working on the project site.   Copy of Grievance Mechanism acceptable to IFC   June 15th, 2017    
                 
PS 3 – Resource Efficiency and Pollution Prevention
             
5   The Borrower shall obtain the relevant permit for reuse of treated effluent for irrigation purposes.   Submit discharge permit to IFC   December 1st, 2017    
                 
PS 4 – Community Health, Safety and Security
                 
6   The Borrower will ensure that security contractors are adequately trained in the use of force and appropriate conduct toward workers and nearby residents, have not been implicated records of past abuses and follow the local requirements for security contractors.   Supporting policies and documentation from Security Contractors acceptable to IFC   August 1st, 2017    
                 
Stakeholder Engagement
             
7   The Borrower to develop a grievance mechanism to capture and respond to any concern that the neighboring communities may have during construction activities.   Copy of procedure acceptable to IFC   June 15th, 2017    

 

 
S9-10

 

AMR SECTION VI

 

Deviation/non-Compliances

 

The following are the identified deviation/non-compliances identified in reference to the following:

 

(I) IFC’s Performance Standards; (ii) the Action Plan; (iii) Non- compliance with local environmental and social regulations iv) applicable EHS guidelines

 

If there is any Non-compliances/deviations please record and provide additional information if necessary.

 

Areas of Interests   Non- Compliances Identified  

Corrective

Action Plan

  Status of Completion   Completion Date
IFC’s Performance                
Standards (PS1-8)                
Action Plan                
Local environmental                
and Social regulations                
Applicable EHS                
Guidelines                

 

Please explain the cause and, if appropriate, describe the planned corrective actions to prevent re-occurrence.

 

AMR SECTION VIII

 

Client’s Feedback

 

Please check the box that best represent your evaluation of the support received from IFC.

 

On dealing with E&S aspects of the investment, how diligently in your opinion has IFC been able:

 

Areas of IFC Assistance:   No opinion   Excellent level of support   Above the expectations   As reasonably expected   Below what was expected   Comments
To help you in the interpretation and applicability of IFC’s Performance Standards              
                         
To provide you with guidance for the implementation of the Action Plan              
                         
To share the outcomes of IFC supervision visits to the project and on agreeing in corrective actions              
                         
To demonstrate flexibility and creativity to guide the Company’s management of project’s E&S issues.              

 

4 Include bracketed language only in a certificate provided by the Borrower.

 

 

  

EX-10.22 13 ex10-22.htm

 

Exhibit 10.22

 

EXECUTION VERSION

 

 

 

INVESTMENT NUMBER 39427

 

Amended and Restated Loan Agreement

 

between

 

LATAM LOGISTIC PER PROPCO LURIN I S.R.L.

 

and

 

INTERNATIONAL FINANCE CORPORATION

 

Dated as of June 18, 2019

 

 

 

 
 

 

TABLE OF CONTENTS

 

Article/ Section   Item   Page No.
         
ARTICLE I   1
     
Definitions and Interpretation   1
         
Section 1.01.   Definitions   1
Section 1.02.   Financial Calculations   21
Section 1.03.   Interpretation   22
Section 1.04.   Business Day Adjustment   23
         
ARTICLE II   22
     
The Loan   22
         
Section 2.01.   The Loan   22
Section 2.02.   Disbursement Procedure   23
Section 2.03.   Interest   23
Section 2.04.   Default Rate Interest   25
Section 2.05.   Repayment   25
Section 2.06.   Prepayment   28
Section 2.07.   Fees   29
Section 2.08.   Currency and Place of Payments   31
Section 2.09.   Allocation of Partial Payments   31
Section 2.10.   Increased Costs   31
Section 2.11.   Unwinding Costs   32
Section 2.12.   Suspension or Cancellation by IFC   32
Section 2.13.   Cancellation by the Borrower   32
Section 2.14.   Taxes   33
Section 2.15.   Expenses   33
Section 2.16.   Illegality of Participation; Sanctions Event   34
Section 2.17.   Notes   35
Section 2.18.   Payments under Notes and Loan   35
         
ARTICLE III   36
     
Representations and Warranties   36
         
Section 3.01.   Representations and Warranties   36
Section 3.02.   IFC Reliance   39
         
ARTICLE IV   39
     
Conditions of Disbursement   39
         
Section 4.01.   Conditions of the First Disbursement of the Tranche 1 Loans   39

 

 
- ii -

 

Article/Section   Item   Page No.
         
Section 4.02.   Conditions of the Second Disbursement of the Tranche 1 Loans   42
Section 4.03.   Conditions of the First Disbursement Occurring After the Date Hereof   42
Section 4.04.   Conditions of the First Disbursement of the Tranche 2 Loans   43
Section 4.05.   Conditions of the Second Disbursement of the Tranche 2 Loans   45
Section 4.06.   Conditions of All Disbursements   46
Section 4.07.   Borrower’s Certification   48
Section 4.04.   B Loan Conditions   48
Section 4.05.   Conditions for IFC Benefit   48
         
ARTICLE V   48
     
Particular Covenants   48
         
Section 5.01.   Affirmative Covenants   48
Section 5.02.   Negative Covenants   50
Section 5.03.   Reporting Requirements   54
Section 5.04.   Insurance   56
         
ARTICLE VI   58
         
Events of Default   58
         
Section 6.01.   Acceleration after Default   58
Section 6.02.   Events of Default   58
Section 6.03.   Bankruptcy   61
         
ARTICLE VII   61
     
Miscellaneous   61
         
Section 7.01.   Saving of Rights   61
Section 7.02.   Notices   62
Section 7.03.   English Language   63
Section 7.04.   Term of Agreement   63
Section 7.05.   Applicable Law and Jurisdiction   63
Section 7.06.   Disclosure of Information   65
Section 7.07.   Successors and Assignees   65
Section 7.08.   Amendments, Waivers and Consents   65
Section 7.09.   Counterparts   65
Section 7.09.   Counterparts   65
         
ANNEX A   A-1
PROJECT COST AND FINANCIAL PLAN   A-1

 

 
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Article/Section   Item   Page No.
         
ANNEX B   B-1
BORROWER/PROJECT AUTHORIZATIONS   B-1
     
ANNEX C   C-1
INSURANCE REQUIREMENTS   C-1
     
ANNEX D   D-1
ANTI-CORRUPTION GUIDELINES FOR IFC TRANSACTIONS   D-1
     
ANNEX E   E-1
PROJECT SCHEDULE   E-1
     
ANNEX F   F-1
PERFORMANCE INDICATORS   F-1
     
ANNEX G   G-1
ACTION PLAN   G-1
     
ANNEX H   H-1
PARTICIPANT SANCTIONS REGIMES   H-1
     
SCHEDULE 1   S1-1
FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY   S1-1
     
SCHEDULE 2   S2-1
FORM OF REQUEST FOR DISBURSEMENT   S2-1
     
SCHEDULE 3   S3-1
FORM OF DISBURSEMENT RECEIPT   S3-1
     
SCHEDULE 4   S4-1
FORM OF PROCESS AGENT LETTER   S4-1
     
SCHEDULE 5   S5-1
FORM OF LETTER TO BORROWER’S AUDITORS   S5-1
     
SCHEDULE 6   S6-1
FORM OF BORROWER’S CERTIFICATION ON DISTRIBUTION OF DIVIDENDS   S6-1
     
SCHEDULE 7   S7-1
QUARTERLY AND ANNUAL OPERATIONS REPORT INFORMATION   S7-1
     
SCHEDULE 8   S8-1
FORM OF QUARTERLY PROJECT IMPLEMENTATION REPORT   S8-1
     
SCHEDULE 9   S9-1
FORM OF ANNUAL MONITORING REPORT   S9-1

 

 
 

 

AMENDED AND RESTATED LOAN AGREEMENT

 

AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) dated as of June 18, 2019, between LATAM LOGISTIC PER PROPCO LURIN I S.R.L., a sociedad comercial de responsabilidad limitada organized and existing under the laws of the Republic of Perú (the “Borrower”); and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries including the Republic of Perú (“IFC”).

 

RECITALS

 

(A) The Borrower is undertaking the construction, completion, ownership and operation of the Project (as defined below);

 

(B) The Borrower and IFC entered into a loan agreement dated as of May 31, 2017 (as amended, supplemented or otherwise modified from time to time to time prior to the date hereof, the “Original Loan Agreement”), pursuant to which IFC agreed to make available to the Borrower an A loan in a maximum principal amount of up to $14,000,000 (the “Original A Loan”) and a B loan in a maximum principal amount of up to $14,000,000 (the “Original B Loan” and together with the Original A Loan, the “Original Loans”), on the terms and conditions set forth therein, to finance the construction, completion, ownership and initial operation of Phase 1 (as defined below) of the Project and certain other costs and expenditures associated with the development thereof;

 

(C) The Original Loans have been disbursed in part (as further described below), and the parties desire to make certain amendments to the terms and conditions of the Original Loans set forth in the Original Loan Agreement;

 

(D) The Borrower has requested IFC to provide certain additional loans described in this Agreement to finance the construction, completion, ownership and initial operation of Phase 1 and Phase 2 (each term as defined below) of the Project and certain other costs and expenditures associated with the development thereof; and

 

(E) In connection with the foregoing, the Borrower and IFC desire to amend and restate the Original Loan Agreement on the terms and conditions set forth herein.

 

ARTICLE I

 

Definitions and Interpretation

 

Section 1.01. Definitions. Wherever used in this Agreement, the following terms have the following meanings:

 

A Loans” means, collectively, the A1 Loan and the A2 Loan;

 

A1 Loan” means the loan specified in Section 2.01(b)(i) (The Loan) or, as the context requires, its principal amount from time to time outstanding;

 

 
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A1 Loan Disbursement” means any disbursement of the A1 Loan;

 

A1 Loan Interest Rate” means for any Interest Period, the rate at which interest is payable on the A1 Loan during that Interest Period, determined in accordance with Section 2.03 (Interest);

 

A2 Loan” means the loan specified in Section 2.01(b)(iii) (The Loan) or, as the context requires, its principal amount from time to time outstanding;

 

A2 Loan Disbursement” means any disbursement of the A2 Loan;

 

A2 Loan Interest Rate” means for any Interest Period, the rate at which interest is payable on the A2 Loan during that Interest Period, determined in accordance with Section 2.03 (Interest);

 

Accounting Standards” means the International Financial Reporting Standards (“IFRS”) promulgated by the International Accounting Standards Board (“IASB”) (which include standards and interpretations approved by the IASB and International Accounting Standards issued under previous constitutions), together with its pronouncements thereon from time to time, and applied on a consistent basis;

 

Action Plan” means the plan or plans developed by the Borrower setting out specific social and environmental measures to be undertaken by the Borrower, to enable the Project to be constructed, equipped and operated in compliance with the Performance Standards, as set forth in Annex G (Action Plan) hereto, as such Action Plan may be amended or supplemented from time to time with IFC’s consent;

 

Affiliate” means any Person directly or indirectly controlling, controlled by or under common control with, the Borrower (for purposes of this definition, “control” means the power to direct the management or policies of a Person, directly or indirectly, whether through the ownership of shares or other securities, by contract or otherwise, provided that the direct or indirect ownership of 26% or more of the voting capital stock, share capital or equivalent interest of a Person is deemed to constitute control of that Person, and “controlling” and “controlled” have corresponding meanings);

 

Amortizing Tenant Improvement Capex” means capital expenditures made in relation to customized alterations in any Building, pursuant to a Lease agreement signed with a tenant and which are amortized as per terms established under such Lease agreement;

 

Annual Monitoring Report” means the annual monitoring report, substantially in the form set forth in Schedule 9 (Form of Annual Monitoring Report) setting out the specific social, environmental and developmental impact information to be provided by the Borrower in respect of the Project, as such form of Annual Monitoring Report may be amended or supplemented from time to time with IFC’s consent;

 

Applicable E&S Law” means all applicable statutes, laws, ordinances, rules and regulations of the Country, including without limitation, licenses, permits or other governmental Authorizations setting standards concerning environmental, social, labor, health and safety or security risks of the type contemplated by the Performance Standards or imposing liability for the breach thereof;

 

 
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Asset Pledge Agreement” means the asset pledge agreement (garantía mobiliaria sobre activos) dated August 8, 2017, between the Borrower and IFC pursuant to which the Borrower has granted IFC a first-ranking Lien over (i) all moveable assets of the Borrower related to Phase 1 and (ii) once amended in accordance with Section 4.04(a)(i) (Transaction and Other Documents) prior to the first disbursement of the Tranche 2 Loans, all moveable assets of the Borrower related to Phase 2.

 

Auditors” means: (a) with respect to the Borrower, such firm as the Borrower appoints from time to time as its auditors pursuant to Section 5.01(e) (Affirmative Covenants); and (b) with respect to the Guarantor, such firm as the Guarantor appoints from time to time as its auditors pursuant to Section 6.01(d) (Guarantor’s Covenants) of the Guarantee Agreement;

 

Authority” means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any Person, whether or not government owned and howsoever constituted or called, that exercises the functions of a central bank);

 

Authorization” means any consent, registration, filing, agreement, notarization, certificate, license, approval, permit, authority or exemption from, by or with any Authority, whether given by express action or deemed given by failure to act within any specified time period and all corporate, creditors’ and stockholders’ or shareholders’ (as applicable) approvals or consents;

 

Authorized Representative” means, with respect to any Credit Party or any natural person who is duly authorized by such Credit Party to act on its behalf for the purposes specified in, and whose name and a specimen of whose signature appear on, the Certificate of Incumbency and Authority most recently delivered by such Credit Party to IFC;

 

B Loans” means, collectively, the B1 Loan and the B2 Loan;

 

B1 Loan” means the loan specified in Section 2.01(b)(ii) (The Loan) or, as the context requires, its principal amount from time to time outstanding;

 

B1 Loan Disbursement” means any disbursement of the B1 Loan;

 

B1 Loan Interest Rate” means for any Interest Period, the rate at which interest is payable on the B1 Loan during that Interest Period, determined in accordance with Section 2.03 (Interest);

 

B2 Loan” means the loan specified in Section 2.01(b)(iv) (The Loan) or, as the context requires, its principal amount from time to time outstanding;

 

B2 Loan Disbursement” means any disbursement of the B2 Loan;

 

B2 Loan Interest Rate” means for any Interest Period, the rate at which interest is payable on the B2 Loan during that Interest Period, determined in accordance with Section 2.03 (Interest);

 

Blackstone” means The Blackstone Group L.P. or an Affiliate thereof or a fund or other investment vehicle managed by such entity or its Affiliate;

 

 
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Blackstone Investment” means the transfer by JREP 1 of certain of its equity interests in the Sponsor and:

 

(i) pursuant to which Blackstone obtains, directly or indirectly, legal and beneficial ownership of no more than 51% of the equity interests (other than the Class A shares) of the Sponsor; and

 

(ii) after which:

 

(a) JREP 1 holds, directly or indirectly, (x) at least 36% of the legal and beneficial ownership of the equity interests of the Sponsor and (y) sufficient ownership of such issued Class A shares such that it maintains effective control over the Sponsor; and

 

(b) LatAm Logistic Investments holds, directly or indirectly, at least 6.5% of the legal and beneficial ownership of the equity interests of the Sponsor and holds anti-dilution rights in form and substance satisfactory to IFC;

 

Building” means any of Building 100, Building 200, Building 300, Building 400, Building 500 and Building 600;

 

Building 100” has the meaning given to that term in the definition of the term “Phase 1”;

 

Building 200” has the meaning given to that term in the definition of the term “Phase 1”;

 

Building 300” has the meaning given to that term in the definition of the term “Phase 1”;

 

Building 400” has the meaning given to that term in the definition of the term “Phase 2”;

 

Building 500” has the meaning given to that term in the definition of the term “Phase 2”;

 

Building 600” has the meaning given to that term in the definition of the term “Phase 2”;

 

Building Physical Completion Date” means, with respect to any Building, the last day of the month in which the following requirements have been fully satisfied:

 

  (i) such Building and the facilities related thereto have been properly constructed and completed and accepted by the Borrower;
     
  (ii) there are no material outstanding claims by contractors in respect of the construction of such Building or the facilities related thereto or by any suppliers in relation to such Building or the facilities related thereto (other than, in each case, claims being contested in good faith and with respect to which the Borrower has made adequate reserves);
     
  (iii) such Building and the facilities, site, plants and equipment related thereto have been acquired, developed, constructed and become fully operational in compliance with the Action Plan and the applicable laws of the Country (including all Applicable E&S Law) and otherwise in a manner consistent with the applicable requirements of the Performance Standards in all respects;

 

 
- 5 -

 

  (iv) all Authorizations required for the normal operation of such Building and the facilities related thereto and the performance by the Borrower of its obligations under the Transaction Documents have been obtained and remain in full force and effect;
     
  (v) no Event of Default or Potential Event of Default has occurred and is continuing;
     
  (vi) the Borrower has delivered to IFC a notice, signed by an Authorized Representative, certifying that the requirements set out in paragraphs (i) through (iii) above have been fulfilled and that the requirements set out in paragraphs (iv) and (v) above are satisfied; and
     
  (vii) IFC has notified the Borrower that the Borrower’s notice referred to in sub-paragraph (vi) above is acceptable to IFC;

 

Business Day” means a day when banks are open for business in New York, New York, and, solely for the purpose of determining the applicable Interest Rate other than pursuant to Section 2.03(d)(ii) (Interest), London, England;

 

CAO” means Compliance Advisor Ombudsman, the independent accountability mechanism for IFC that impartially responds to environmental and social concerns of affected communities and aims to enhance outcomes;

 

CAO’s Role” means (i) to respond to complaints by persons who have been or are likely to be directly affected by the social or environmental impacts of IFC projects; and (ii) to oversee audits of IFC’s social and environmental performance, particularly in relation to sensitive projects, and to ensure compliance with IFC’s social and environmental policies, guidelines, procedures and systems;

 

Capital Expenditure” has the meaning given to that term in Section 5.02(b) (Capital Expenditures);

 

Cash Collateral Account” has the meaning given to that term in the Cash Collateral Account Security Agreement;

 

Cash Collateral Account Control Agreement” means the Deposit Account and Sweep Investment Control Agreement dated August 16, 2017, between the Sponsor, IFC and Wells Fargo Bank, N.A.;

 

Cash Collateral Account Required Balance” has the meaning given to that term in the Cash Collateral Account Security Agreement;

 

Cash Collateral Account Security Agreement” means the security agreement dated as of August 15, 2017, between the Sponsor and IFC in respect of the Cash Collateral Account, as amended and restated on or about the date hereof;

 

 
- 6 -

 

Certificate of Incumbency and Authority” means, with respect to any Credit Party, a certificate provided to IFC by such Person, substantially in the form of Schedule 1 (Form of Certificate of Incumbency and Authority);

 

Change of Control” means the occurrence of either of the following circumstances:

 

(i) JREP 1 (acting through Jaguar) ceases to have effective control (whether through direct or indirect ownership of equity interests or by contract) over the actions of the board of directors and the management and policies of the Sponsor;

 

(ii) Jaguar ceases to manage and control JREP 1;

 

(iii) JREP 1 ceases to maintain, directly or indirectly, at least:

 

(a) at any time prior to the consummation, if any, of the Blackstone Investment, 87%); and

 

(b) at any time on or following the consummation of the Blackstone Investment, 36%,

 

in each case, of the legal and beneficial ownership, free from all Prohibited Transfers, of the equity interests in the Sponsor; or

 

(iv) the Sponsor ceases to maintain, directly or indirectly, 99.99% of the legal and beneficial ownership, free from all Prohibited Transfers, of the equity interests in, and to otherwise control the management and policies of, each of the Borrower and the Guarantor;

 

Charter” means:

 

(i) with respect to the Borrower, its by-laws (estatuto social) and its public deed of incorporation (escritura pública de constitución), collectively; and

 

(ii) with respect to any Person (other than a natural person or the Borrower), the memorandum and articles of association and/or such other constitutive documents, howsoever called, of that Person;

 

Coercive Practice” has the meaning assigned to it in Annex D (Anti-Corruption Guidelines for IFC Transactions);

 

Collusive Practice” has the meaning assigned to it in Annex D (Anti-Corruption Guidelines for IFC Transactions);

 

Confirmation of Guarantee” means the confirmation of guarantee to be entered into between the Guarantor and IFC on or following the date hereof;

 

Construction Contracts” means, collectively, the Phase 1 Construction Contracts and the Phase 2 Construction Contracts;

 

 
- 7 -

 

Contributed Equity Amount” means $30,031,000;

 

Corrupt Practice” has the meaning assigned to it in Annex D (Anti-Corruption Guidelines for IFC Transactions);

 

Country” or “Peru” means the Republic of Peru;

 

Credit Parties” means, collectively, the Borrower, the Guarantor and the Sponsor, and “Credit Party” means any of them;

 

Debt to Additional Equity Ratio” means with respect to any Disbursement occurring after the date hereof, the ratio of the total principal amount of the Loan disbursed after the date hereof (taking into account the relevant Disbursement) to Equity Contributions made after the date hereof but excluding (i) the Contributed Equity Amount, (ii) any Equity Contribution applied to make payments after the date hereof under any Management Services Agreement, (iii) any Equity Contribution applied to pay for Amortizing Tenant Improvement Capex and (iv) any Equity Contribution applied to pay for the acquisition of the Phase 2 Property (or any portion thereof);

 

Derivative Transaction” means any swap agreement, cap agreement, collar agreement, futures contract, forward contract or similar arrangement with respect to interest rates, currencies or commodity prices;

 

Disbursement” means a Tranche 1 Loan Disbursement or a Tranche 2 Loan Disbursement or both, as the context requires;

 

Dollars” and “$” means the lawful currency of the United States of America;

 

E&S Management System” means the Borrower’s social and environmental management system enabling it to identify, assess and manage Project risks on an ongoing basis;

 

E&SA” means the environmental and social assessment, dated April 27, 2017, prepared by the Borrower in accordance with the Performance Standards;

 

Environmental and Social Requirements” means, collectively, the provisions of Section 5.01(g) (Environmental Matters) and Section 5.01(i) (E&S Management System) hereof and any other provision of this Agreement or any other Financing Document relating to human health, environment, social issues or health and safety;

 

Equity Contribution” means any documented, capital contributions or contributions for Equity Interests made (i) in cash by the Sponsor to the Borrower or (ii) in the form of payment by the Sponsor of costs or expenses actually incurred by the Borrower;

 

Equity Interests” means, with respect to any Person, all of the shares or quotas of capital stock or equity of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination;

 

 
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Event of Default” means any one of the events specified in Section 6.02 (Events of Default);

 

Financial Debt” means, with respect to any Person, any indebtedness of such Person for or in respect of:

 

  (i) borrowed money;
     
  (ii) the outstanding principal amount of any bonds, debentures, notes, loan stock, commercial paper, acceptance credits, bills or promissory notes drawn, accepted, endorsed or issued by such Person;
     
  (iii) the deferred purchase price of assets or services (except trade accounts incurred and payable in the ordinary course of business to trade creditors within 90 days of the date they are incurred and which are not overdue and except retainers on Construction Contracts (which are held until the end of the relevant Construction Contract));
     
  (iv) non-contingent obligations of such Person to reimburse any other Person for amounts payable by such second Person under a letter of credit or similar instrument (excluding any letter of credit or similar instrument issued for the account of such first Person with respect to trade accounts incurred and payable in the ordinary course of business to trade creditors within 90 days of the date they are incurred and which are not overdue and excluding security deposits from leasing tenants (held until the relevant lease expires));
     
  (v) the amount of any obligation in respect of any Financial Lease;
     
  (vi) amounts raised under any other transaction having the financial effect of a borrowing and which would be classified as a borrowing (and not as an off-balance sheet financing) under the Accounting Standards;
     
  (vii) the amount of such Person’s obligations under derivative transactions entered into in connection with the protection against or benefit from fluctuation in any rate or price (but only the net amount owing by such Person after marking the relevant derivative transactions to market);
     
  (viii) any premium payable on a mandatory redemption or replacement of any of the foregoing items; and
     
  (ix) without double-counting, the amount of any obligation in respect of any guarantee or indemnity given by such Person for any of the foregoing items incurred by any other person;

 

 
- 9 -

 

Financial Debt to Tangible Net Worth Ratio” means, as of any date of determination and with respect to the Borrower, the result obtained by dividing the Borrower’s Financial Debt by Tangible Net Worth, in each case, as of such date;

 

Financial Lease” means any lease or hire purchase contract which would, under the Accounting Standards, be treated as a finance or capital lease;

 

Financial Plan” means the proposed sources of financing for the Project as set out in Annex A (Project Cost and Financial Plan);

 

Financial Year” means: (i) with respect to the Borrower, the accounting year of the Borrower commencing each year on January 1 and ending on the following December 31; and (ii) with respect to the Guarantor, the accounting year of the Guarantor commencing each year on January 1 and ending on the following December 31, or in each case, such other period as the Borrower or the Guarantor, as applicable, with IFC’s consent, from time to time designates as its accounting year;

 

Financing Documents” means, collectively:

 

  (i) this Agreement;
     
  (ii) the Guarantee Agreement and, once executed, the Confirmation of Guarantee;
     
  (iii) the Subordination Agreement;
     
  (iv) the Cash Collateral Account Control Agreement;
     
  (v) each Security Document;
     
  (vi) the Syndication Fee Letters;
     
  (vii) the Notes;
     
  (viii) the Omnibus Amendment;
     
  (ix) each other document designated from time to time by the Borrower and IFC as a “Financing Document”; and
     
  (x) all other documents and certificates required to be delivered from time to time hereunder or thereunder.

 

Fraudulent Practice” has the meaning assigned to it in Annex D (Anti-Corruption Guidelines for IFC Transactions);

 

Guarantee Agreement” means the Guarantee Agreement dated as of May 31, 2017 between the Guarantor and IFC;

 

 
- 10 -

 

Guarantor” means LatAm Logistic PER OpCo S.R.L., a sociedad comercial de responsabilidad limitada organized and existing under the laws of the Country;

 

Guarantor Management Services Agreements” means, collectively:

 

  (i) the Contrato de Locación de Servicios de Gestión Gerencial y Servicios Administrativos Integrales dated November 10, 2017, between the Borrower and the Guarantor;
     
  (ii) the Contrato de Locación de Servicios Especializados de Asesoría para la Adquisición de Terrenos dated November 10, 2017, between the Borrower and the Guarantor;
     
  (iii) the Contrato de Locación de Servicios de Gestión de Propiedades dated June 30, 2018, between the Borrower and the Guarantor; and
     
  (iv) each other management services agreement, if any, entered into, in form and substance satisfactory to IFC and with its prior written consent, between the Borrower and the Guarantor in respect of the provision of management services to the Borrower by the Guarantor in relation to the Project;

 

Guarantor Management Services Amount” has the meaning given to such term in the Subordination Agreement;

 

IFC Indebtedness” has the meaning given to such term in the Subordination Agreement;

 

IFC Security” means the security created by or pursuant to the Security Documents to secure all amounts owing by the Borrower to IFC under this Agreement and the other Financing Documents;

 

Increased Costs” means the amount certified in an Increased Costs Certificate to be the net incremental costs of, or reduction in return to, IFC or any Participant in connection with the making or maintaining of the Loan or its Participation that result from:

 

  (i) any change in any applicable law or regulation or directive (whether or not having the force of law) or in its interpretation or application by any Authority charged with its administration; or
     
  (ii) compliance with any request from, or requirement of, any central bank or other monetary or other Authority;

 

which, in either case, after the date of this Agreement: (A) imposes, modifies or makes applicable any reserve, special deposit or similar requirements against assets held by, or deposits with or for the account of, or loans made by, IFC or that Participant; (B) imposes a cost on IFC as a result of IFC having made the Loan or on that Participant as a result of that Participant having acquired its Participation or reduces the rate of return on the overall capital of IFC or that Participant that it would have achieved, had IFC not made the Loan or that Participant not acquired its Participation, as the case may be; (C) changes the basis of taxation on payments received by IFC in respect of the Loan or by that Participant with respect to its Participation (otherwise than by a change in taxation of the overall net income of IFC or that Participant imposed by the jurisdiction of its incorporation or in which it books its Participation or in any political subdivision of any such jurisdiction); or (D) imposes on IFC or that Participant any other condition regarding the making or maintaining of the Loan or its Participation; but excluding any incremental costs of making or maintaining a Participation that are a direct result of that Participant having its principal office in the Country or having or maintaining a permanent office or establishment in the Country, if and to the extent that permanent office or establishment acquires that Participation;

 

 
- 11 -

 

Increased Costs Certificate” means a certificate provided from time to time by IFC (based on a certificate to IFC from any Participant, if Increased Costs affect its Participation), certifying: (i) the circumstances giving rise to the Increased Costs; (ii) that the costs of IFC or, as the case may be, that Participant, have increased or the rate of return of either of them has been reduced; (iii) that IFC or, as the case may be, that Participant, has, in its opinion, exercised reasonable efforts to minimize or eliminate the relevant increase or reduction, as the case may be; and (iv) the amount of Increased Costs;

 

Initial Equity Contribution Amount” means $20,000,000;

 

Interest Determination Date” means except as otherwise provided in Section 2.03(d)(ii) (Interest), the second Business Day before the beginning of each Interest Period;

 

Interest Payment Date” means January 15 and July 15 in each year;

 

Interest Period” means each period of six months in each case beginning on an Interest Payment Date and ending on the day immediately before the next following Interest Payment Date, except in the case of the first period applicable to each Disbursement when it means the period beginning on the date on which that Disbursement is made and ending on the day immediately before the next following Interest Payment Date;

 

Interest Rate” means (i) with respect to the A1 Loan, the A1 Loan Interest Rate, (ii) with respect to the B1 Loan, the B1 Loan Interest Rate, (iii) with respect to the A2 Loan, the A2 Loan Interest Rate and (iv) with respect to the B2 Loan, the B2 Loan Interest Rate;

 

Jaguar” means Jaguar Growth Partners LLC or one or more of its Subsidiaries or Affiliates;

 

JREP 1” means JREP I Logistics Acquisition, L.P., an exempted limited partnership organized and existing under the laws of the Cayman Islands and managed by its general manager JREP GP LLC, a limited liability corporation organized and existing under the laws of the State of Delaware;

 

Land Purchase Option Agreements” means, collectively:

 

(i) the option agreement dated September 16, 2016, between Inmobiliaria Almonte S.A.C. and the Borrower granting the Borrower the option to purchase Inmueble 3 (as defined therein), on the terms and conditions set forth therein; and

 

 
- 12 -

 

(ii) the option agreement dated September 16, 2016, between Inmobiliaria Almonte S.A.C. and the Borrower granting the Borrower the option to purchase Inmueble 4 (as defined therein), on the terms and conditions set forth therein;

 

LatAm Logistic Investments” means, LatAm Logistic Investments LLC, or a fund or other investment vehicle owned (directly or indirectly) by Mr. Michael Fangman;

 

Lease” has the meaning given to such term in the Cash Collateral Account Security Agreement;

 

Liabilities” means, with respect to any Person, the aggregate of all obligations of such Person to pay or repay money, including, without limitation:

 

(i) Financial Debt;

 

(ii) the amount of all liabilities of such Person (actual or contingent) under any conditional sale or a transfer with recourse or obligation to repurchase, including, without limitation, by way of discount or factoring of book debts or receivables;

 

(iii) taxes (including deferred taxes);

 

(iv) trade accounts incurred and payable in the ordinary course of business to trade creditors within 90 days of the date they are incurred and which are not overdue (including letters of credit or similar instruments issued for the account of such Person with respect to such trade accounts);

 

(v) accrued expenses, including wages and other amounts due to employees and other services providers;

 

(vi) the amount of all liabilities of such Person howsoever arising to redeem any of its shares; and

 

(vii) to the extent (if any) not included in the definition of Financial Debt, the amount of all liabilities of any person to the extent such Person guarantees them or otherwise obligates itself to pay them;

 

LIBOR” means the interbank offered rates for deposits in the Loan Currency administered by the ICE Benchmark Administration Limited (“ICE”) (or NYSE Euronext or any applicable successor entity) which appear on the relevant page of the Reuters Service (currently page LIBOR01) or, if not available, on the relevant pages of any other service (such as Bloomberg Financial Markets Service) that displays such rates; provided that if the ICE (or NYSE Euronext, or any applicable successor entity) for any reason ceases (whether permanently or temporarily) to publish interbank offered rates for deposits in the Loan Currency for the relevant Interest Period, “LIBOR” shall mean the rate determined pursuant to Section 2.03(d) (Interest); provided further that if any such rate is less than zero, LIBOR shall be deemed to be zero;

 

 
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Lien” means any mortgage, pledge, charge, assignment, hypothecation, security interest, title retention, preferential right, trust arrangement, right of set-off, counterclaim or banker’s lien, privilege or priority of any kind having the effect of security, any designation of loss payees or beneficiaries or any similar arrangement under or with respect to any insurance policy or any preference of one creditor over another arising by operation of law;

 

Loan” means collectively, the A Loans and the B Loans or, as the context requires, the principal amount of the A Loans and the B Loans outstanding from time to time;

 

Loan Currency” means Dollars;

 

Long-term Debt” means that part of Financial Debt whose final maturity falls due more than one year after the date it is incurred (including the current maturities thereof);

 

Management Services Agreements” means, collectively, the Guarantor Management Services Agreements and the Sponsor Management Services Agreements;

 

Market Disruption Event” means that, before the close of business in London on the Interest Determination Date for the relevant Interest Period, the cost to IFC, or Participants whose Participations in the Loan represent in the aggregate 30% or more of the outstanding principal amount of the Loan (as notified to IFC by such Participants), of funding the Loan or such Participations (as applicable) would be in excess of LIBOR;

 

Material Adverse Effect” means a material adverse effect on: (i) any Credit Party, its assets or properties; (ii) any Credit Party’s business prospects or financial condition; (iii) the implementation of the Project, the Financial Plan or the carrying on of the Borrower’s business or operations; or (iv) the ability of any Credit Party to comply with its obligations under this Agreement or under any other Transaction Document to which it is a party;

 

Mortgage Agreement” means the mortgage agreement (contrato de constitución de hipoteca) dated August 8, 2017 between the Borrower and IFC, pursuant to which the Borrower has granted IFC a first-ranking mortgage in respect of (i) the Phase 1 Property and (ii) the Phase 2 Property, once such agreement has been amended pursuant to Section 4.04(a)(i) (Transaction and Other Documents) prior to the first disbursement of the Tranche 2 Loans;

 

Mr. Michael Fangman” means Mr. Michael Fangman, an individual with date of birth February 23, 1977 and a natural citizen of the United States of America;

 

Net Income” means for any Financial Year, the excess (if any) of gross income over total expenses (provided that income taxes shall be treated as part of total expenses) appearing in the audited financial statements for such Financial Year;

 

New Syndication Fee Letter” means the fee letter entered into between IFC and the Borrower on or about the date hereof in respect of the syndication of a portion of the A Loans;

 

Non-Cash Items” means for any Financial Year, the net aggregate amount (which may be a positive or negative number) of all non-cash income (as a negative item) and non-cash expense (as a positive item) items which (under accrual accounting) have been added or subtracted in calculating Net Income during that Financial Year; such items including, without limitation, equity earnings in Subsidiaries, asset revaluations, depreciation, amortization, deferred taxes and provisions for severance pay of staff and workers;

 

 
- 14 -

 

Non-Permitted Equity Transfer” means either:

 

  (i) any transfer of any shares or other equity interests in the Sponsor by Michael Fangman at any time prior to the Project Financial Completion Date; or
     
  (ii) any transfer of shares or other equity interests in the Sponsor by JREP 1 at any time, other than the Blackstone Investment.

 

Notes” means, collectively, each promissory note together with its corresponding note completion agreement (pagaré incompleto con su correspondiente acuerdo de llenado) issued pursuant to this Agreement, including but not limited to the Tranche 1 Loans promissory note and Tranche 2 Loans promissory note, each executed by the Borrower for the benefit of IFC and in form and substance satisfactory to IFC;

 

Obstructive Practice” has the meaning assigned to it in Annex D (Anti-Corruption Guidelines for IFC Transactions);

 

Omnibus Amendment” means the Omnibus Amendment dated as of April 1, 2019, between the Borrower, the Sponsor, the Guarantor and IFC;

 

Original Effective Date” means May 31, 2017;

 

Original Financial Plan” means the financial plan attached as Annex A to the Original Loan Agreement as of the Original Effective Date;

 

Original Loan Agreement” has the meaning given to such term in the recitals hereto;

 

Original A Loan” has the meaning given to such term in the recitals hereto;

 

Original B Loan” has the meaning given to such term in the recitals hereto;

 

Original Loans” has the meaning given to such term in the recitals hereto;

 

Outstanding Original A Loan” has the meaning given to such term in Section 2.01(a)(i) (The Loan);

 

Outstanding Original B Loan” has the meaning given to such term in Section 2.01(a)(ii) (The Loan);

 

Participant” means any Person who acquires a Participation;

 

Participant Sanctions Regime” has the meaning assigned to it in Annex H (Participant Sanctions Regimes);

 

 
- 15 -

 

Participation” means the interest of any Participant in the A1 Loan, A2 Loan, B1 Loan or B2 Loan, or as the context requires, in an A1 Loan Disbursement, A2 Loan Disbursement, B1 Loan Disbursement or a B2 Loan Disbursement;

 

Participation Agreement” means (i) the Amended and Restated Participation Agreement dated as of the date hereof between IFC and the Participants in the B1 Loan and B2 Loan, or (ii) any other agreement entitled “Participation Agreement” between IFC and one or more Participants pursuant to which such Participant acquires a Participation, as context requires;

 

Performance Standards” means IFC’s Performance Standards on Social & Environmental Sustainability, dated January 1, 2012, copies of which have been delivered to and receipt of which has been acknowledged by the Borrower;

 

Permitted Liens” has the meaning given to that term in Section 5.02(g) (Permitted Liens);

 

Person” means any natural person, corporation, company, partnership, firm, voluntary association, joint venture, trust, unincorporated organization, Authority or any other entity whether acting in an individual, fiduciary or other capacity;

 

Phase 1” means the construction, equipping and placing into operation of up to 61,971 square meters of class A warehousing facilities, including office space, to be located in the district of Lurin, Lima, Peru and to be composed of: (i) a building with up to 22,376 gross leasable square meters (“Building 100”), (ii) a building with up to 21,941 gross leasable square meters (“Building 200”) and (iii) a building with up to 17,654 gross leasable square meters (“Building 300”);

 

Phase 1 Construction Contracts” means, collectively:

 

(i) the earthworks contracts dated January 25, 2017 and January 3, 2019, entered into between the Borrower and RGB Movimiento de Tierra E.I.R.L;

 

(ii) the infrastructure contract dated June 19, 2017, between the Borrower and De Vicente Constructora S.A.C.;

 

(iii) the water treatment plant contract dated August 3, 2017, between the Borrower and Agua Clear S.A.;

 

(iv) the steel structure supply contract dated August 8, 2017, between the Borrower, Medabil Industria Em Sistemas Construtivos Ltda. and Almacenes Sudamericanos S.A.;

 

(v) the steel structure assembly contract dated August 8, 2017, between the Borrower, and Almacenes Sudamericanos S.A.;

 

(vi) the general contractor contract for Building 100 and 200 dated August 28, 2017, between the Borrower, and Cubic 33 S.A.C.;

 

(vii) the installation of flooring at Phase 1 contract dated September 22, 2017, between the Borrower, and Rinol Pavimenta S.A.C.;

 

 
- 16 -

 

(viii) the general contractor contract for Building 200 dated December 21, 2018, between the Borrower, and Inarco S.A.; and

 

(ix) one or more additional contracts entered or to be entered into, in form and substance satisfactory to IFC, between the Borrower and one or more construction contractors acceptable to IFC for Phase 1;

 

Phase 1 Property” means the real estate property registered in the name of the Borrower in File No. 13694718 of the Real Estate Public Registry (Registro de Predios) of the Registration Office of Lima, Peru;

 

Phase 2” means the construction, equipping and placing into operation of up to 63,529 square meters of class A warehousing facilities, including office space, to be located in the district of Lurin, Lima, Peru and to be composed of: (i) a building with up to 24,920 gross leasable square meters (“Building 400”), (ii) a building with up to 20,813 gross leasable square meters (“Building 500”) and (iii) a building with up to 17,796 gross leasable square meters (“Building 600”);

 

Phase 2 Construction Contracts” means, collectively, one or more contracts to be entered into, in form and substance satisfactory to IFC, between the Borrower and one or more construction contractors acceptable to IFC in respect of works and services related to Phase 2, including but not limited to (i) earthworks, (ii) vertical construction, (iii) general contracting, (iv) the construction, equipping and commissioning of a sewage treatment plant, (v) steel structure, (vi) installation of flooring and (vii) certain tenant improvements;

 

Phase 2 Property” means the real estate property registered in the name of the Borrower in File No. 14303059 of the Real Estate Public Registry (Registro de Predios) of the Registration Office of Lima, Peru;

 

Phase 2 Required Equity Contribution Amount” means $40,000,000;

 

Potential Event of Default” means any event or circumstance which would, with notice, lapse of time, the making of a determination or any combination thereof, become an Event of Default;

 

Prohibited Transfer” with respect to any shares or equity interests (or share capital or other interest through which the shares or equity interests are owned indirectly), a Lien, grant of an option, conditional sale, conditional transfer or other conditional disposition over such shares or equity interests (or share capital or other interest through which the shares or equity interests are owned indirectly);

 

Project” means the construction, equipping and placing into operation of up to 125,500 square meters of class A warehousing facilities, consisting of Phase 1 and Phase 2;

 

Project Cost” means the total estimated cost of the Project, as set forth in Annex A (Project Cost and Financial Plan);

 

 
- 17 -

 

Project Documents” means, collectively:

 

  (i) the Guarantor Management Services Agreements; and
     
  (ii) each Construction Contract;
     
  (iii) the Sponsor Management Services Agreements;
     
  (iv) each Land Purchase Option Agreement;
     
  (v) the ROFR Agreement; and
     
  (vi) each other agreement or document designated as a “Project Document” by the Borrower and IFC from time to time;

 

Project Financial Completion Date” means the last day of the month in which the following requirements have each been satisfied:

 

  (i) no Event of Default or Potential Event of Default has occurred and is continuing;
     
  (ii) the Borrower has achieved at the end of any two consecutive financial quarters after the Project Physical Completion Date:

 

  (A) a Project Occupancy Rate of no less than 92.5%;
     
  (B) a Prospective Debt Service Coverage Ratio of not less than 1.25:1.0;
     
  (C) a Financial Debt to Tangible Net Worth Ratio of not more than 0.85:1.0,

 

and in the case of (B) and (C), as evidenced by the Borrower’s financial statements for the Calculation Period most recently ended for which financial statements have been provided in accordance with Section 5.03(a)(Quarterly Financial Statements and Reports); and

 

  (iii) IFC has accepted the Borrower’s certification of the above;

 

Project Occupancy Rate” means the percentage of total gross leasable area in the Buildings which are part of the Project which is occupied by tenants or licensees;

 

Project Physical Completion Date” means the last day of the month in which the following requirements have been fully satisfied:

 

  (i) the Building Physical Completion Date has occurred with respect to each Building, unless (other than in the case of Building 100 or Building 200) the Borrower has notified IFC that it does not intend to carry out the construction of such Building and the Borrower has not requested a Disbursement of any portion of the Loan, the proceeds of which have been or were intended to be, applied to the construction or development of such Building);

 

 
- 18 -

 

  (ii) there are no material outstanding claims by contractors in respect of the construction of the facilities and buildings included in the Project or by any suppliers in relation to the Project (other than, in each case, claims being contested in good faith and with respect to which the Borrower has made adequate reserves);
     
  (iii) all sites, plants, equipment and facilities comprising the Project have been acquired, developed, constructed and become fully operational in compliance with the Action Plan and the applicable laws of the Country (including all Applicable E&S Law) and otherwise in a manner consistent with the applicable requirements of the Performance Standards in all respects;
     
  (iv) all Authorizations required for the normal operation of the Project and the performance by the Borrower of its obligations under the Transaction Documents have been obtained and remain in full force and effect;
     
  (v) no Event of Default or Potential Event of Default has occurred and is continuing;
     
  (vi) the Borrower has delivered to IFC a notice, signed by an Authorized Representative, certifying that the requirements set out in paragraphs (i) through (iii) above have been fulfilled and that the requirements set out in paragraphs (iv) and (v) above are satisfied; and
     
  (x) IFC has notified the Borrower that the Borrower’s notice is acceptable to IFC;

 

Project Schedule” means the schedule for the implementation of the Project set forth in Annex E (Project Schedule) hereto, as the same may be amended or supplemented from time to time with IFC’s consent;

 

Prospective Debt Service Coverage Ratio” means, as of any calculation date, the ratio obtained by dividing:

 

  (i) the aggregate, for the four consecutive financial quarters most recently ended prior to such calculation date for which financial statements are available, of the Borrower’s (A) Net Income, (B) Non-Cash Items and (C) the amount of all payments that were due during that Financial Year on account of interest and other charges on Financial Debt (to the extent deducted from Net Income); by
     
  (ii) the aggregate of (A) all scheduled payments (including balloon payments) that fall due during the four consecutive financial quarters following the relevant date of calculation on account of principal of Long-term Debt and interest and other charges on all Financial Debt and (B) without double counting any payment already counted in the preceding sub-clause (A), any payment made or required to be made to any debt service account under the terms of any agreement providing for Financial Debt but excluding voluntary prepayments,

 

where, for the purposes of clause (ii) above: (x) subject to sub-clause (y) below, for the computation of interest payable during any period for which the applicable rate is not yet determined, that interest shall be computed at the rate in effect at the time of the relevant date of calculation; and (y) interest on Short-term Debt payable in the Financial Year in which the relevant date of calculation falls shall be computed by reference to the aggregate amount of interest thereon paid during that Financial Year up to the end of the period covered by the latest quarterly financial statements prepared by the Borrower multiplied by a factor of 4, 2 or 4/3 depending on whether the computation is made by reference to the financial statements for the first quarter, the first two quarters or the first three quarters, respectively;

 

 
- 19 -

 

Relevant Spread” means, with respect to each of the A1 Loan, the A2 Loan, the B1 Loan and the B2 Loan, 5.25% per annum;

 

Required Repayment Date” has the meaning given to that term in the Cash Collateral Account Security Agreement;

 

Restricted Party” has the meaning assigned to it in Annex H (Participant Sanctions Regimes);

 

ROFR Agreement” means the contrato de otorgamiento de derecho de preferencia dated September 15, 2016, between Inmobiliaria Almonte S.A.C. and the Borrower granting the Borrower a right of first refusal with respect to the purchase of Inmueble 2 (as defined therein), on the terms and conditions set forth therein;

 

Sanctionable Practice” means any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are defined herein and interpreted in accordance with the Anti-Corruption Guidelines attached to this Agreement as Annex D (Anti-Corruption Guidelines for IFC Transactions);

 

Sanctions Authority” has the meaning assigned to it in Annex H (Participant Sanctions Regimes);

 

Security Documents” means the documents providing for the IFC Security and consisting of:

 

  (i) the Cash Collateral Account Security Agreement;
     
  (ii) the Mortgage Agreement;
     
  (iii) the Asset Pledge Agreement; and
     
  (iv) the Share Pledge Agreement;

 

Share Pledge Agreement” means the participation pledge agreement (contrato de garantía mobiliaria sobre participaciones) dated August 8, 2017, between IFC, the Sponsor and the Borrower, pursuant to which the Sponsor has pledged to IFC all its rights, title and interest in the issued capital stock of the Borrower, as amended as and when required in accordance with Section 4.04(a)(i) (Transaction and Other Documents);

 

Short-term Debt” means all Financial Debt other than Long-term Debt;

 

 
- 20 -

 

Sponsor” means LatAm Logistic Properties S. de R.L., a sociedad de responsabilidad limitada organized and existing under the laws of the Republic of Panamá;

 

Sponsor Management Services Agreements” means, collectively:

 

  (i) the Convenio Sobre Retribución por el Otorgamiento de Garantías dated November 11, 2017, between the Borrower and the Sponsor;
     
  (ii) the Contrato de Locación de Servicios Administrativos Contables, de Tesorería y Financieros dated November 10, 2017, between the Borrower and LatAm Logistic CR OpCo S. de R.L.;
     
  (iii) the Contrato de Locación de Servicios Especializados de Asesoría para el Desarrollo de Proyectos dated November 10, 2017 between the Borrower and LatAm Logistic CR OpCo S. de R.L.;
     
  (iv) the Contrato de Locación de Servicios de Asesoría para la Adquisición de Terrenos dated November 11, 2017, between the Guarantor and LatAm Logistic CR OpCo S. de R.L.;
     
  (v) the Contrato de Locación de Servicios Administrativos Contables, de Tesorería y Financieros, dated November 10, 2017 between the Guarantor and LatAm Logistic CR OpCo S. de R.L.; and
     
  (vi) each other management services agreement, if any, entered into, in form and substance satisfactory to IFC and with its prior written consent, between the Sponsor (or any Subsidiary thereof) and one or both of the Borrower and the Guarantor;

 

Subordination Agreement” means the Subordination Agreement dated as of July 27, 2017, between the Borrower, the Guarantor, the Sponsor and IFC, as amended by the Omnibus Amendment;

 

Subsidiary” means with respect to any Person, an Affiliate over 50% of whose capital is owned, directly or indirectly, by such Person;

 

Syndication Fee Letters” means, collectively, (a) the fee letter dated May 31, 2017, between IFC and the Borrower in respect of the syndication of the B Loans and (b) the New Syndication Fee Letter;

 

 
- 21 -

 

Tangible Net Worth” means the aggregate of:

 

  (i) (A) the amount paid up or credited as paid up on the share capital of the Borrower; and (B) the amount standing to the credit of the reserves of the Borrower (excluding asset revaluation reserves and including, without limitation, any share premium account, capital redemption reserve funds and any credit balance on the accumulated profit and loss account), after deducting from the amounts in (A) and (B): (w) any debit balance on the profit and loss account or impairment of the issued share capital of the Borrower (except to the extent that deduction with respect to that debit balance or impairment has already been made); (x) revaluation income and other comprehensive income; (y) amounts set aside for dividends (to the extent not already deducted from equity) or taxation (including deferred taxation); and (z) amounts attributable to capitalized items such as goodwill, trademarks, deferred charges, licenses, patents and other intangible assets; and
     
  (ii) if applicable, that part of the net results of operations and the net assets of any Subsidiary of the Borrower attributable to interests that are not owned, directly or indirectly, by the Borrower;

 

Taxes” means any present or future taxes, withholding obligations, duties and other charges of whatever nature levied by any Authority;

 

Tenant Capex” means any expenditures or commitments for expenditures for fixed or other non-current assets (including, without limitation, the replacement, substitution or material restoration of any such assets) which are incurred by the Borrower to comply with essential ongoing requirements for tenant improvements under leases entered into after the Project Physical Completion Date;

 

Tranche 1 Loan Disbursement” means a disbursement of the A1 Loan or the B1 Loan, or both, as the context requires;

 

Tranche 1 Loans” means, collectively, the A1 Loan and the B1 Loan;

 

Tranche 2 Loan Disbursement” means a disbursement of the A2 Loan or the B2 Loan, or both, as the context requires;

 

Tranche 2 Loans” means, collectively, the A2 Loan and the B2 Loan;

 

Transaction Documents” means, collectively, (i) each Financing Document; and (ii) each Project Document; and

 

World Bank” means the International Bank for Reconstruction and Development, an international organization established by Articles of Agreement among its member countries.

 

Section 1.02. Financial Calculations. (a) All financial calculations to be made under, or for the purposes of, this Agreement and any other Transaction Document shall be made in accordance with the Accounting Standards and, except as otherwise required to conform to any provision of this Agreement, shall be calculated from the then most recently issued quarterly financial statements which the Borrower is obligated to furnish to IFC under Section 5.03(a) (Reporting Requirements).

 

(b) Where quarterly financial statements from the last quarter of a Financial Year are used for the purpose of making certain financial calculations then, at IFC’s option, those calculations may instead be made from the audited financial statements for such Financial Year.

 

   
 - 22 - 

 

Section 1.03. Interpretation. In this Agreement, unless the context otherwise requires:

 

(a) headings are for convenience only and do not affect the interpretation of this Agreement;

 

(b) words importing the singular include the plural and vice versa;

 

(c) a reference to an Annex, Article, party, Schedule or Section is a reference to that Article or Section of, or that Annex, party or Schedule to, this Agreement;

 

(d) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement; and

 

(e) a reference to a party to any document includes that party’s successors and permitted assigns.

 

Section 1.04. Business Day Adjustment. (a) When an Interest Payment Date is not a Business Day, then such Interest Payment Date shall be automatically changed to the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

 

(b) When the day on or by which a payment (other than a payment of principal or interest) is due to be made is not a Business Day, that payment shall be made on or by the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

 

ARTICLE II

 

The Loan

 

Section 2.01. The Loan. (a) The parties acknowledge that pursuant to the Original Loan Agreement, prior to the date hereof: (i) an aggregate amount of $7,600,000 of the Original A Loan has been disbursed to the Borrower by IFC and remains outstanding in full (the “Outstanding Original A Loan”) and (ii) an aggregate amount of $7,600,000 of the Original B Loan has been disbursed to the Borrower and remains outstanding in full (the “Outstanding Original B Loan”).

 

(b) Subject to the provisions of this Agreement, IFC agrees to lend, and the Borrower agrees to borrow, the Loan consisting of:

 

(i) the A1 Loan, being a loan of up to $19,500,000, and the parties acknowledge and agree that the Outstanding Original A Loan shall be continued hereunder as a portion of the A1 Loan;

 

(ii) the Outstanding Original B Loan, which shall be continued hereunder as the B1 Loan and which has been disbursed in full prior to the date hereof;

 

(iii) the A2 Loan, being a loan of up to $19,500,000; and

 

   
 - 23 - 

 

(iv) the B2 Loan, being a loan of up to $6,400,000.

 

Section 2.02. Disbursement Procedure. (a) The Borrower may request Disbursements by delivering to IFC, at least 10 Business Days prior to the proposed date of disbursement, a Disbursement request substantially in the form of Schedule 2 (Form of Request for Disbursement).

 

(b) Each Disbursement shall be made by IFC at a bank in New York, New York for further credit to the Borrower’s account at a bank in the Country, or any other place acceptable to IFC, all as specified by the Borrower in the relevant Disbursement request.

 

(c) Each Disbursement of the Tranche 2 Loans shall be made pro rata between the A2 Loan and the B2 Loan. For the avoidance of doubt, any Disbursement of the Tranche 1 Loans made on or following the date hereof shall not be required to be made pro rata between the A1 Loan and the B1 Loan.

 

(d) The Borrower shall be entitled to request a collective maximum of 10 Disbursements of the Tranche 1 Loans and Tranche 2 Loans. The parties acknowledge and agree that prior to the date hereof there have been 3 Disbursements of the Original Loan, which shall be treated as Disbursements of the Tranche 1 Loans for purposes of this paragraph (d).

 

(e) The Borrower shall deliver to IFC a receipt, substantially in the form of Schedule 3 (Form of Disbursement Receipt), within 5 Business Days following each Disbursement.

 

Section 2.03. Interest. Subject to the provisions of Section 2.04 (Default Rate Interest), the Borrower shall pay interest on the Loan in accordance with this Section 2.03:

 

(a) During each Interest Period, the Loan (or, with respect to the first Interest Period for each Disbursement, the amount of that Disbursement) shall bear interest at the applicable Interest Rate for that Interest Period.

 

(b) Interest on each of the Tranche 1 Loans and the Tranche 2 Loans shall accrue from day to day, be prorated on the basis of a 360-day year for the actual number of days in the relevant Interest Period and be payable in arrears on the Interest Payment Date immediately following the end of that Interest Period; provided that with respect to any Disbursement made less than 15 days before an Interest Payment Date, interest on that Disbursement shall be payable commencing on the second Interest Payment Date following the date of that Disbursement.

 

(c) Each of the A1 Loan Interest Rate, the A2 Loan Interest Rate, the B1 Loan Interest Rate and the B2 Loan Interest Rate for any Interest Period shall be the rate which is the sum of: (i) the Relevant Spread; and (ii) LIBOR on the Interest Determination Date for that Interest Period for six months (or, in the case of the first Interest Period for any Disbursement, for one month, two months, three months or six months, whichever period is closest to the duration of the relevant Interest Period (or, if two periods are equally close, the longer one)) rounded upward to the nearest three decimal places.

 

(d) If, for any Interest Period, IFC cannot determine LIBOR by reference to the Reuters Service or any other service that displays ICE rates, IFC shall notify the Borrower and shall instead determine LIBOR:

 

(i)on the second Business Day before the beginning of the relevant Interest Period by calculating the arithmetic mean (rounded upward to the nearest three decimal places) of the offered rates advised to IFC on or around 11:00 a.m., London time, for deposits in the Loan Currency and otherwise in accordance with Section 2.03(c)(ii), by any four major banks active in the Loan Currency in the London interbank market, selected by IFC; provided that if less than four quotations are received, IFC may rely on the quotations so received if not less than two; or

 

   
 - 24 - 

 

(ii)if less than two quotations are received from the banks in London in accordance with subsection (i) above, on the first day of the relevant Interest Period, by calculating the arithmetic mean (rounded upward to the nearest three decimal places) of the offered rates advised to IFC on or around 11:00 a.m., New York time, for loans in the Loan Currency and otherwise in accordance with Section 2.03(c)(ii), by a major bank or banks in New York, New York selected by IFC.

 

(e) Subject to any alternative basis agreed as contemplated by Section 2.03(f) below, if a Market Disruption Event occurs in relation to all or any part of the Loan for any Interest Period, IFC shall promptly notify the Borrower of such event and the relevant Interest Rate for the relevant portion of the Loan for that Interest Period shall be the rate which is the sum of:

 

(i)the Relevant Spread; and

 

(ii)either (A) the rate which expresses as a percentage rate per annum the cost to IFC (or the relevant Participant as notified to IFC as soon as practicable and in any event not later than the close of business on the first day of the relevant Interest Period) of funding the Loan or such Participation (as applicable) from whatever source it may reasonably select or (B) at the option of IFC (or any such Participant, as applicable), LIBOR for the relevant period as determined in accordance with Section 2.03(c)(ii) above.

 

     (f) (i) If a Market Disruption Event occurs in relation to the Loan and IFC or the Borrower so requires, within 5 Business Days of the notification by IFC pursuant to Section 2.03(e) above, IFC and the Borrower shall enter into good faith negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest applicable to the Loan.

 

(ii)Any alternative basis agreed pursuant to paragraph (i) above shall take effect in accordance with its terms and be binding on each party hereto.

 

(iii)If agreement cannot be reached, the Borrower may prepay the relevant portion of the Loan in accordance with Section 2.06 but without any prepayment premium.

 

(g) On each Interest Determination Date for any Interest Period, IFC shall determine the A1 Loan Interest Rate, the A2 Loan Interest Rate, the B1 Loan Interest Rate and the B2 Loan Interest Rate applicable to that Interest Period and promptly notify the Borrower of those rates.

 

   
 - 25 - 

 

(h) The determination by IFC, from time to time, of the applicable Interest Rate shall be final and conclusive and bind the Borrower (unless the Borrower shows to IFC’s satisfaction that the determination involves manifest error).

 

Section 2.04. Default Rate Interest. (a) Without limiting the remedies available to IFC under this Agreement or otherwise (and to the maximum extent permitted by applicable law), if the Borrower fails to make any payment of principal or interest (including interest payable pursuant to this Section) or any other payment provided for in Section 2.07 (Fees) when due as specified in this Agreement (whether at stated maturity or upon acceleration), the Borrower shall pay interest on the amount of that payment due and unpaid at the rate which shall be the sum of 2% per annum plus (i) the A1 Loan Interest Rate, with respect to amounts relating to the A1 Loan, (ii) the A2 Loan Interest Rate, with respect to amounts relating to the A2 Loan, (iii) the B1 Loan Interest Rate, with respect to amounts relating to the B1 Loan, (iv) the B2 Loan Interest Rate, with respect to amounts relating to the B2 Loan and (v) the greatest Interest Rate then applicable hereunder, with respect to any other amount.

 

(b) Interest at the rate referred to in Section 2.04(a) shall accrue from the date on which payment of the relevant overdue amount became due until the date of actual payment of that amount (as well after as before judgment), and shall be payable on demand or, if not demanded, on each Interest Payment Date falling after any such overdue amount became due.

 

Section 2.05. Repayment. (a)(i) Subject to Section 1.04 (Business Day Adjustment), the Borrower shall repay the A1 Loan on the following Interest Payment Dates and in the following amounts:

 

Interest Payment Date  Principal Amount Due 
     
January 15, 2020  $621,140 
July 15, 2020  $645,520 
January 15, 2021  $670,857 
July 15, 2021  $697,188 
January 15, 2022  $724,552 
July 15, 2022  $752,991 
January 15, 2023  $782,546 
July 15, 2023  $813,261 
January 15, 2024  $845,181 
July 15, 2024  $878,355 
January 15, 2025  $912,830 
July 15, 2025  $948,659 
January 15, 2026  $985,894 
July 15, 2026  $1,024,590 
January 15, 2027  $1,064,805 
July 15, 2027  $1,106,599 
January 15, 2028  $1,150,032 
July 15, 2028  $4,875,000 

 

   
 - 26 - 

 

(ii) Subject to Section 1.04 (Business Day Adjustment), the Borrower shall repay the B1 Loan on the following Interest Payment Dates and in the following amounts:

 

Interest Payment Date  Principal Amount Due 
     
January 15, 2020  $242,085 
July 15, 2020  $251,587 
January 15, 2021  $261,462 
July 15, 2021  $271,724 
January 15, 2022  $282,390 
July 15, 2022  $293,473 
January 15, 2023  $304,992 
July 15, 2023  $316,963 
January 15, 2024  $329,404 
July 15, 2024  $342,333 
January 15, 2025  $355,770 
July 15, 2025  $369,734 
January 15, 2026  $384,246 
July 15, 2026  $399,327 
January 15, 2027  $415,001 
July 15, 2027  $431,290 
January 15, 2028  $448,219 
July 15, 2028  $1,900,000 

 

(c) (i) Subject to Section 1.04 (Business Day Adjustment), the Borrower shall repay the A2 Loan on the following Interest Payment Dates and in the following amounts:

 

Interest Payment Date  Principal Amount Due 
     
January 15, 2022  $621,140 
July 15, 2022  $645,520 
January 15, 2023  $670,857 
July 15, 2023  $697,188 
January 15, 2024  $724,552 
July 15, 2024  $752,991 
January 15,2025  $782,546 
July 15, 2025  $813,261 
January 15, 2026  $845,181 
July 15, 2026  $878,355 
January 15, 2027  $912,830 
July 15, 2027  $948,659 
January 15, 2028  $985,894 
July 15, 2028  $1,024,590 
January 15, 2029  $1,064,805 
July 15, 2029  $1,106,599 
January 15, 2030  $1,150,032 
July 15, 2030  $4,875,000 

 

   
 - 27 - 

 

(ii) Subject to Section 1.04 (Business Day Adjustment), the Borrower shall repay the B2 Loan on the following Interest Payment Dates and in the following amounts:

 

Interest Payment Date  Principal Amount Due 
     
January 15, 2022  $203,861 
July 15, 2022  $211,863 
January 15, 2023  $220,179 
July 15, 2023  $228,821 
January 15, 2024  $237,802 
July 15, 2024  $247,136 
January 15, 2025  $256,836 
July 15, 2025  $266,916 
January 15, 2026  $277,393 
July 15, 2026  $288,281 
January 15, 2027  $299,596 
July 15, 2027  $311,355 
January 15, 2028  $323,575 
July 15, 2028  $336,276 
January 15, 2029  $349,474 
July 15, 2029  $363,191 
January 15, 2030  $377,445 
July 15, 2030  $1,600,000 

 

(d) Upon each Disbursement, the amount disbursed shall be allocated for repayment on each of the respective dates for repayment of principal set out in the tables in Section 2.05(a) and Section 2.05(b) in amounts which are pro rata to the amounts of the respective installments shown opposite those dates in those tables (with IFC adjusting those allocations as necessary so as to achieve whole numbers in each case).

 

   
 - 28 - 

 

(e) Any principal amount of the Loan repaid under this Agreement may not be re-borrowed.

 

Section 2.06. Prepayment. (a) Without prejudice to Section 2.16 (Illegality of Participation;Sanctions Event) and Section 5.04(c) (Application of Proceeds), the Borrower may prepay:

 

  (i) the Tranche 1 Loans, in whole or in part, on any Interest Payment Date after January 15, 2020; and

 

(ii)the Tranche 2 Loans, in whole or in part, on any Interest Payment Date after January 15, 2022,

 

in each case, on not less than 30 days’ prior notice to IFC, but only if: (i) the Borrower simultaneously pays all accrued interest and Increased Costs (if any) on the amount of the Loan to be prepaid, together with the prepayment premium specified in Section 2.06(d) and all other amounts then due and payable under this Agreement, including the amount payable under Section 2.11 (Unwinding Costs), if the prepayment is not made on an Interest Payment Date; (ii) for a partial prepayment of the Tranche 1 Loans, such prepayment is in an aggregate amount not less than $5,000,000 for the A1 Loan and the B1 Loan (taken together), and for a partial prepayment of the Tranche 2 Loans, such prepayment is in an aggregate amount not less than $5,000,000 for the A2 Loan and the B2 Loan (taken together); and (iii) if requested by IFC, the Borrower delivers to IFC, prior to the date of prepayment, evidence satisfactory to IFC that all necessary Authorizations with respect to the prepayment have been obtained.

 

(b) The Borrower shall prepay the Loan in the amount and at the time required from time to time in accordance with Section 3.04(g)(ii) (Covenants of Sponsor) of the Cash Collateral Account Security Agreement.

 

(c) In connection with any prepayment of the Loan made pursuant to paragraph (b) above or pursuant to Section 2.03(c) (Withdrawals from the Account) of the Cash Collateral Account Security Agreement, the Borrower shall, on the date of the relevant prepayment, pay all accrued interest and Increased Costs (if any) on the amount of the Loan to be prepaid, and if requested by IFC, shall deliver to IFC, prior to the date of the prepayment, evidence satisfactory to IFC that all necessary Authorizations with respect to the prepayment have been obtained.

 

(d) On the date of any prepayment of the Tranche 1 Loans or Tranche 2 Loans in accordance with Section 2.06(a) or (b), the Borrower shall pay a prepayment premium consisting of an amount in the Loan Currency equal to the relevant percentage of the amount to be prepaid, such percentage being:

 

  (i) in the case of the Tranche 1 Loans,

 

  (x) 2%, to the extent the prepayment is made on any Interest Payment Date falling on or prior to July 15, 2021;
     
  (y) 1.5%, to the extent the prepayment is made on any Interest Payment Date falling after July 15, 2021 and on or prior to July 15, 2022;
     
  (z) 1%, to the extent the prepayment is made on any Interest Payment Date falling after July 15, 2022 and on or prior to July 15, 2023; and

 

   
 - 29 - 

 

  (ii) in the case of the Tranche 2 Loans,

 

  (x) 2%, to the extent the prepayment is made on any Interest Payment Date falling on or prior to July 15, 2023;

 

  (y) 1.5%, to the extent the prepayment is made on any Interest Payment Date falling after July 15, 2023 and on or prior to July 15, 2024; and

 

  (z) 1%, to the extent the prepayment is made on any Interest Payment Date falling after July 15, 2024 and on or prior to July 15, 2025.

 

No prepayment premium shall be due and payable under this Section 2.06(d) with respect to any prepayment made on any Interest Payment Date falling, in the case of the Tranche 1 Loans, after July 15, 2023 and in the case of the Tranche 2 Loans, after July 15, 2025 or, for the avoidance of doubt, with respect to any prepayment made pursuant to Section 2.03(c)(ii) (Withdrawals from Account) of the Cash Collateral Account Security Agreement.

 

The determination by IFC of any prepayment premium pursuant to this Section 2.06(d) shall be final and conclusive and bind the Borrower (unless the Borrower shows, to the satisfaction of IFC, that such determination involved manifest error).

 

(e) Amounts of principal prepaid under this Section and each amount applied in prepayment of the Loan pursuant to the Cash Collateral Account Security Agreement shall (i) first be allocated by IFC (x) in the case of any voluntary prepayment of the Tranche 1 Loans made on or prior to January 15, 2022, to the Tranche 1 Loans and (y) in the case of any other prepayment (whether voluntary or mandatory) or any amount applied in prepayment of the Loan pursuant to the Cash Collateral Account Security Agreement, to the Tranche 2 Loans and thereafter to the Tranche 1 Loans; and (ii) then be allocated pro rata between the A1 Loan and the B1 Loan (in the case of a prepayment of the Tranche 1 Loans) and pro rata between the A2 Loan and the B2 Loan (in the case of a prepayment of the Tranche 2 Loans), in each case, in proportion to their respective principal amounts outstanding; and (iii) then be applied by IFC to all the respective outstanding installments of principal of the relevant Loans in inverse order of maturity.

 

(f) Upon delivery of a notice in accordance with Section 2.06(a), the Borrower shall make the prepayment in accordance with the terms of that notice.

 

(g) Any principal amount of the Loan prepaid under this Agreement may not be re-borrowed.

 

Section 2.07. Fees. (a) The Borrower shall pay to IFC a commitment fee:

 

(i)with respect to each of the Original Loans, at the rate of 1% per annum on that part of the Originals Loans that from time to time has not been disbursed or canceled pursuant to the Original Loan Agreement, beginning to accrue on the Original Effective Date and ceasing to accrue as of the date hereof (and for the avoidance of doubt, the commitment fee on each of the Original Loans shall accrue as of the date hereof under the relevant provision below);

 

   
 - 30 - 

 

(ii)with respect to each of the Tranche 1 Loans, at the rate of 1% per annum on that part of the Tranche 1 Loans that from time to time has not been disbursed or cancelled, beginning to accrue as of the date hereof;

 

(iii)with respect to the A2 Loan, on that part of the A2 Loan that from time to time has not been disbursed or canceled, beginning to accrue as of the date hereof at a rate per annum equal to (x) at all times on and prior to December 31, 2019, 0.5%, (y) at all times following December 31, 2019 and on and prior to June 30, 2021, 1.0% and (z) at all times following June 30, 2021, 1.5%; and

 

(iv)with respect to the B2 Loan, on that part of the B2 Loan that from time to time has not been disbursed or canceled, beginning to accrue as of the date hereof at a rate per annum equal to (x) at all times on and prior to December 31, 2019, 0.5%, (y) at all times following December 31, 2019 and on and prior to June 30, 2021, 1.0% and (z) at all times following June 30, 2021, 1.5%,

 

and which, in each case, shall be prorated on the basis of a 360-day year for the actual number of days elapsed and payable semi-annually, in arrears, on each Interest Payment Date, the first such payment to be due, in the case of the fee described in paragraph (i) above, on the first Interest Payment Date occurring after the Original Effective Date and in each other case, on the first Interest Payment Date occurring after the date hereof.

 

  (b) The Borrower shall also pay to IFC:

 

(i)a front-end fee on the A1 Loan in an amount equal to 1.35% of the amount of the aggregate A1 Loan commitment, to be paid on the earlier of: (x) the date which is 30 days after the date of this Agreement; and (y) the date immediately preceding the date of the first A1 Loan Disbursement occurring after the date hereof; provided that the Borrower and IFC hereby agree and acknowledge that $189,000 of such fee has been paid prior to the date hereof on a non-refundable basis;

 

(ii)a front-end fee on the B1 Loan in an amount equal to 1.35% of the amount of the aggregate B1 Loan commitment, which the parties hereby acknowledge and agree has been paid in full prior to the date hereof on a non-refundable basis;

 

(iii)a front-end fee on the A2 Loan in an amount equal to 1.35% of the amount of the aggregate A2 Loan commitment, to be paid on the earlier of: (x) the date which is 30 days after the date of this Agreement; and (y) the date immediately preceding the date of the first A2 Loan Disbursement;

 

(iv)a front-end fee on the B2 Loan in an amount equal to 1.35% of the amount of the aggregate B2 Loan commitment, which the parties hereby acknowledge and agree has been paid in full prior to the date hereof on a non-refundable basis;

 

(iii)the fees set forth in each Syndication Fee Letter, in the amount and at the times set forth therein;

 

   
 - 31 - 

 

(iv)portfolio supervision fees of: (A) $10,000 per annum payable to IFC in respect of the Loan and (B) $10,000 per annum per each Participant in any B Loan, payable to IFC for the account of each such Participant, and in each case, payable upon receipt of a statement from IFC; and

 

(vi)if the Borrower and IFC agree to restructure all or part of the Loan, the Borrower and IFC shall negotiate in good faith an appropriate amount to compensate IFC for the additional work of IFC staff required in connection with such restructuring.

 

Section 2.08. Currency and Place of Payments. (a) The Borrower shall make all payments of principal, interest, fees, and any other amount due to IFC under this Agreement in the Loan Currency, in same day funds, to the account of IFC at Northern Trust International Banking Corporation, New York, New York, U.S.A., ABA#026001122, for credit to IFC’s account number 10215220300, or at such other bank or account in New York as IFC from time to time designates. Payments must be received in IFC’s designated account no later than 1:00 p.m. New York time; and the Borrower hereby irrevocably agrees that IFC may deem any payment, or part thereof, relating to the B Loan that is received after that time as made on the next Business Day and accordingly interest will accrue on any Participant’s pro rata share of that payment with respect to which IFC is unable to make same day remittance to that Participant.

 

(b) The tender or payment of any amount payable under this Agreement (whether or not by recovery under a judgment) in any currency other than the Loan Currency shall not novate, discharge or satisfy the obligation of the Borrower to pay in the Loan Currency all amounts payable under this Agreement except to the extent that (and as of the date when) IFC actually receives funds in the Loan Currency in the account specified in, or pursuant to, Section 2.08(a).

 

(c) The Borrower shall indemnify IFC against any losses resulting from a payment being received or an order or judgment being given under this Agreement in any currency other than the Loan Currency or any place other than the account specified in, or pursuant to, Section 2.08(a). The Borrower shall, as a separate obligation, pay such additional amount as is necessary to enable IFC to receive, after conversion to the Loan Currency at a market rate and transfer to that account, the full amount due to IFC under this Agreement in the Loan Currency and in the account specified in, or pursuant to, Section 2.08(a).

 

(d) Notwithstanding the provisions of Section 2.08(a) and Section 2.08(b), IFC may require the Borrower to pay (or reimburse IFC) for any Taxes, fees, costs, expenses and other amounts payable under Section 2.14(a) (Taxes) and Section 2.15 (Expenses) in the currency in which they are payable, if other than the Loan Currency.

 

Section 2.09. Allocation of Partial Payments. If at any time IFC receives less than the full amount then due and payable to it under this Agreement, IFC may allocate and apply the amount received in any way or manner and for such purpose or purposes under this Agreement as IFC in its sole discretion determines, notwithstanding any instruction that the Borrower may give to the contrary.

 

Section 2.10. Increased Costs. On each Interest Payment Date, the Borrower shall pay, in addition to interest, the amount which IFC from time to time notifies to the Borrower in an Increased Costs Certificate as being the aggregate Increased Costs of IFC and each Participant accrued and unpaid prior to that Interest Payment Date.

 

   
 - 32 - 

 

Section 2.11. Unwinding Costs. (a) If IFC or any Participant incurs any cost, expense or loss as a result of the Borrower: (i) failing to borrow in accordance with a request for Disbursement made pursuant to Section 2.02 (Disbursement Procedure); (ii) failing to prepay in accordance with a notice of prepayment; (iii) prepaying all or any portion of the Loan on a date other than an Interest Payment Date; or (iv) after acceleration of the Loan, paying all or a portion of the Loan on a date other than an Interest Payment Date, then the Borrower shall immediately pay to IFC the amount that IFC from time to time notifies to the Borrower as being the amount of those costs, expenses and losses incurred.

 

(b) For the purposes of this Section, “costs, expenses or losses” include any premium, penalty or expense incurred to liquidate or obtain third party deposits, borrowings, hedges or swaps in order to make, maintain, fund or hedge all or any part of any Disbursement or prepayment of the Loan, or any payment of all or part of the Loan upon acceleration.

 

Section 2.12. Suspension or Cancellation by IFC. (a) IFC may, by notice to the Borrower, suspend the right of the Borrower to Disbursements or cancel the undisbursed portion of:

 

(i) the Loan, in whole or in part, if: (x) any Event of Default has occurred and is continuing or if the Event of Default specified in Section 6.02(f) (Events of Default) is, in the reasonable opinion of IFC, imminent or (y) any event or condition has occurred which has or can be reasonably expected to have a Material Adverse Effect;

 

(ii) the Tranche 1 Loans, in whole or in part, at any time after December 15, 2019; and

 

(iii) the Tranche 2 Loans, in whole or in part, (x) if the first Disbursement thereof has not been made by March 30, 2020 (or such other date as the parties agree) or (y) at any time after December 15, 2021.

 

(b) Upon the giving of any such notice, the right of the Borrower to any further Disbursement of the relevant portion of the Loan shall be suspended or canceled, as the case may be. The exercise by IFC of its right of suspension shall not preclude IFC from exercising its right of cancellation, either for the same or any other reason specified in Section 2.12(a) and shall not limit any other provision of this Agreement. Upon any cancellation the Borrower shall, subject to paragraph (c) of this Section 2.12, pay to IFC all fees and other amounts accrued (whether or not then due and payable) under this Agreement up to the date of that cancellation.

 

(c) In the case of partial cancellation of the Loan pursuant to paragraph (a) of this Section 2.12, or Section 2.13(a), interest on the amount then outstanding of the Loan remains payable as provided in Section 2.03 (Interest).

 

Section 2.13. Cancellation by the Borrower. (a) The Borrower may, by notice to IFC, irrevocably request IFC to cancel the undisbursed portion of the Tranche 1 Loans and/or the Tranche 2 Loans on the date specified in that notice (which shall be a date not earlier than 30 days after the date of that notice).

 

(b) IFC shall, by notice to the Borrower, cancel the undisbursed portion of the Tranche 1 Loans and/or Tranche 2 Loans, as applicable, effective as of that specified date if subject to Section 2.12(c), IFC has received all fees and other amounts accrued (whether or not then due and payable) under this Agreement up to such specified date.

 

   
 - 33 - 

 

(c) Any portion of any of the Tranche 1 Loans and Tranche 2 Loans that is cancelled under this Section 2.13 may not be reinstated or disbursed.

 

Section 2.14. Taxes. (a) The Borrower shall pay or cause to be paid all Taxes (other than taxes, if any, payable on the overall income of IFC) on or in connection with the payment of any and all amounts due under this Agreement or any other Financing Document that are now or in the future levied or imposed by any Authority of the Country or by any organization of which the Country is a member or any jurisdiction through or out of which a payment is made.

 

(b) All payments of principal, interest, fees and other amounts due under this Agreement or to IFC under any other Financing Document shall be made without deduction for or on account of any Taxes.

 

(c) If the Borrower is prevented by operation of law or otherwise from making or causing to be made those payments without deduction, the principal or (as the case may be) interest, fees or other amounts due under this Agreement or to IFC under any other Financing Document shall be increased to such amount as may be necessary so that IFC receives the full amount it would have received (taking into account any Taxes payable on amounts payable by the Borrower under this subsection) had those payments been made without that deduction.

 

(d) If Section 2.14(c) applies and IFC so requests, the Borrower shall deliver to IFC official tax receipts evidencing payment (or certified copies of them) or, if such receipts are not available, a certification from the chief financial officer or chief executive officer of the Borrower certifying the payment of such Taxes, within 30 days of the date of that request.

 

(e) Section 2.14(a) and Section 2.14(b) do not apply to Taxes which directly result from a Participant (or, as the case may be, a participant with a comparable participation in the A Loan) having its principal office in the Country or having or maintaining a permanent office or establishment in the Country, if and to the extent that such permanent office or establishment acquires the relevant Participation (or a comparable participation in the A Loan).

 

Section 2.15. Expenses. (a) The Borrower shall pay or, as the case may be, reimburse IFC or its assignees any amount paid by them on account of, all taxes (including stamp taxes), duties, fees or other charges payable on or in connection with the execution, issue, delivery, registration or notarization of the Transaction Documents and any other documents related to this Agreement or any other Transaction Document.

 

  (b) The Borrower shall pay to IFC or as IFC may direct:

 

(i)the fees and expenses of IFC’s counsel in each of the Country, the United States of America and the Republic of Panamá incurred in connection with:

 

(A)the preparation of the investment by IFC provided for under this Agreement and any other Transaction Document;

 

   
 - 34 - 

 

(B)the preparation and/or review, execution and, where appropriate, translation and registration of the Transaction Documents and any other documents related to them;

 

(C)the giving of any legal opinions required by IFC under this Agreement and any other Transaction Document;

 

(D)the administration by IFC of the investment provided for in this Agreement or otherwise in connection with any amendment, supplement or modification to, or waiver under, any of the Transaction Documents;

 

(E)the registration (where appropriate) and the delivery of the evidences of indebtedness relating to the Loan and its disbursement;

 

(F)the occurrence of any Event of Default or Potential Event of Default; and

 

(G)the release of the IFC Security following repayment in full of the Loan and all other amounts due and payable under the Financing Documents; and

 

(ii)the costs and expenses incurred by IFC in relation to efforts to enforce or protect its rights under any Transaction Document, or the exercise of its rights or powers consequent upon or arising out of the occurrence of any Event of Default or Potential Event of Default, including legal and other professional consultants’ fees.

 

Section 2.16. Illegality of Participation; Sanctions Event. If, after the date of this Agreement, (1) any change is made in any applicable law or regulation or official directive (or its interpretation or application by any Authority charged with its administration) (herein the “Relevant Change”) makes it unlawful for any Participant to continue to maintain or to fund its Participation or (2) any breach of Section 5.02(x) (Participants Sanctions Regime) occurs or any representation or warranty made in Section 3.01(t) (Participants Sanctions Regime) is found to be incorrect in any material respect (herein, the “Sanctions Event”):

 

(a) the Borrower shall, upon request by IFC (but subject to any applicable Authorization having been obtained), on the earlier of (x) the next Interest Payment Date and (y) the date that IFC advises the Borrower is the date that is the latest day (1) permitted by the Relevant Change or (2) as may be required as a result of the Sanctions Event, prepay in full that part of the B Loan that IFC advises corresponds to that Participation;

 

(b) concurrently with the prepayment of the part of the B Loan corresponding to the Participation affected by the Relevant Change or the Sanctions Event, the Borrower shall pay all accrued interest, Increased Costs (if any) on that part of the B Loan (and, if that prepayment is not made on an Interest Payment Date, any amount payable in respect of the prepayment under Section 2.11 (Unwinding Costs));

 

   
 - 35 - 

 

(c) the Borrower agrees to take all reasonable steps to obtain, as quickly as possible after receipt of IFC’s request for prepayment, the Authorization referred to in Section 2.16(a) if any such Authorization is then required; and

 

(d) the Borrower shall have no further right to disbursement of the undisbursed portion of the B Loan corresponding to that Participation after it has received IFC’s request for prepayment under this Section.

 

Section 2.17 Notes. (a) To further evidence its obligation to repay the Loan, with interest accrued thereon, the Borrower shall issue and deliver to IFC, (i) prior to the first disbursement of the Tranche 1 Loans, a Note with respect to the Tranche 1 Loans and (ii) prior to the first Disbursement of the Tranche 2 Loans, a Note with respect to the Tranche 2 Loans. The Notes shall be valid and enforceable as to their principal amount to the extent of the aggregate amounts disbursed and then outstanding hereunder and, as to interest, to the extent of the interest accrued thereon in accordance with the terms of this Agreement.

 

(b) If any Note delivered pursuant to Section 2.17(a) is lost, damaged or destroyed, or IFC assigns any portion of the Loan to which such Note relates, the Borrower shall promptly issue replacement Note(s) to IFC and/or such assignee provided that as a condition thereof, IFC delivers to the Borrower the Note which was damaged or is being assigned, or certifies to the Borrower that the relevant Note was lost or destroyed.

 

Section 2.18. Payments under Notes and Loan. (a) The issuance, execution and delivery of any Note pursuant to this Agreement shall not be or be construed as a novation with respect to this Agreement or any other agreement between IFC and the Borrower and shall not limit, reduce or otherwise affect the obligations or rights of the Borrower under this Agreement, and the rights and claims of IFC under any Note shall not replace or supersede the rights and claims of IFC under this Agreement, all subject to the remaining provisions of this Section 2.18 (Payments under Notes and Loan).

 

(c) Payment of the principal amount of any Note shall pro tanto discharge the obligation of the Borrower to repay that portion of the Loan to which such Note relates; and payment of interest accrued on any Note shall pro tanto discharge the obligation of the Borrower to pay such amount of interest on that portion of the Loan to which such Note relates.

 

(d) Payment of the principal amount of any Tranche 1 Loan or Tranche 2 Loan shall pro tanto discharge the obligation of the Borrower to repay the principal amount of the Note or Notes relating to that portion of the Tranche 1 Loan or Tranche 2 Loan, as applicable, and payment of interest accrued on any Tranche 1 Loan or Tranche 2 Loan shall pro tanto discharge the obligation of the Borrower to pay such amount of interest in respect of the Note or Notes relating to such Tranche 1 Loan or Tranche 2 Loan, as applicable, to which such interest relates.

 

   
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ARTICLE III

 

Representations and Warranties

 

Section 3.01. Representations and Warranties. The Borrower represents and warrants as of the Original Effective Date and as of the date hereof (except as otherwise set forth below) that:

 

(a) Organization and Authority. The Borrower is a sociedad comercial de responsabilidad limitada organized and validly existing under the laws of the Country and has the corporate power and has obtained all required Authorizations to own its assets, conduct its business as presently conducted and to enter into, and comply with its obligations under, the Transaction Documents to which it is a party or will, in the case of any Transaction Document not executed as at the date such representation is made, when that Transaction Document is executed, have the corporate power to enter into, and comply with its obligations under, that Transaction Document;

 

(b) Validity. Each Transaction Document to which the Borrower is a party has been, or will be, duly authorized and executed by the Borrower and constitutes, or will when executed constitute, a valid and legally binding obligation of the Borrower, enforceable in accordance with its terms and the Borrower is not, nor will it be, a party to any agreement other than the Transaction Documents, the Land Purchase Option Agreements, the ROFR Agreement or the Sponsor Management Services Agreements and as permitted pursuant to Section 5.02(k) (Management Contracts), and none of the Project Documents has been, or will be, amended or modified except as permitted under this Agreement;

 

(c) No Conflict. Neither the making of any Transaction Document to which the Borrower is a party nor (when all the Authorizations referred to in Section 4.01(e) (Conditions of Disbursement) of the Original Loan Agreement, in the case of this representation made as of the Original Effective Date, have been obtained) the compliance with its terms will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default or require any consent under, any indenture, mortgage, agreement or other instrument or arrangement to which the Borrower is a party or by which it is bound, or violate any of the terms or provisions of the Borrower’s Charter or any Authorization, judgment, decree or order or any statute, rule or regulation applicable to the Borrower;

 

(d) Status of Authorizations. (i) To the best of the Borrower’s knowledge, after due inquiry, as of the date hereof:

 

 (A)the Authorizations specified in Annex B (Borrower/Project Authorizations) are all the Authorizations (other than Authorizations that are of a routine nature and are obtained in the ordinary course of business) needed by the Borrower to conduct its business, carry out the Project or by the Borrower, the Guarantor or the Sponsor to execute, and comply with its obligations under, this Agreement and each of the other Transaction Documents to which it is a party;
   
(B)all Authorizations specified in Section (1) of Annex B (Borrower/Project Authorizations) have been obtained and are in full force and effect; and

 

   
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(C)the relevant Credit Party has applied (or is making arrangements to apply) for all Authorizations specified in Sections (2) and (3) of Annex B (Borrower/Project Authorizations), and has no reason to believe that it will not obtain those Authorizations in a timely manner; and

 

(ii)except for rights that can reasonably be expected to be obtained on commercially reasonable terms at the time required, the Project Documents contain all rights that are necessary for:

 

(A)the construction, completion, operation and ownership of the Project, and

 

(B)the conduct of the business of the Borrower as contemplated by the Transaction Documents;

 

(e) No Amendments to Charter. The Borrower’s Charter has not been amended since March 5, 2019;

 

(f) No Immunity. Neither the Borrower nor any of its property enjoys any right of immunity from set-off, suit or execution with respect to its assets or its obligations under any Transaction Document;

 

(g) Disclosure. All of the information provided to IFC by any of the Credit Parties regarding the Credit Partiesand the Project was and continues to be true and accurate (other than for projections and other forward-looking statements which the Borrower believes to be reasonable) and does not contain any information which is misleading in any material respect nor does it omit any information the omission of which makes the information contained in it misleading in any material respect;

 

(h) Financial Condition. Since December 31, 2016, the Borrower: (i) has not suffered any change that has a Material Adverse Effect or incurred any substantial loss or liability; and (ii) has not undertaken or agreed to undertake any material obligation except pursuant to the Transaction Documents, the Land Purchase Option Agreements and the ROFR Agreement;

 

(i) Financial Statements. The financial statements of the Borrower for the period ending on December 31, 2016: (i) have been prepared in accordance with the Accounting Standards, and give a true and fair view of the financial condition of the Borrower as of the date as of which they were prepared and the results of the Borrower’s operations during the period then ended; and (ii) disclose all liabilities (contingent or otherwise) of the Borrower, and the reserves, if any, for such liabilities and all unrealized or anticipated liabilities and losses arising from commitments entered into by the Borrower (whether or not such commitments have been disclosed in such financial statements);

 

(j) Material Agreements. The Borrower is not a party to, or committed to enter into, any contract which would or might affect the judgment of a prospective investor (other than the Land Purchase Option Agreements and the ROFR Agreement);

 

   
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(k) Title to Assets and Permitted Liens. (i) The Borrower has good and marketable title to all of the assets purported to be owned by it and possesses a valid leasehold interest in all assets which it purports to lease, in all cases free and clear of all Liens, other than Permitted Liens and no contracts or arrangements, conditional or unconditional, exist for the creation by the Borrower of any Lien, except for the IFC Security; (ii) the provisions of the Security Documents are effective to create, in favor of IFC, legal, valid and enforceable Liens on or in all of the assets covered by the IFC Security; provided that with respect to the Liens created pursuant to each of the Mortgage Agreement, the Asset Pledge Agreement and the Share Pledge Agreement, such Liens will only be enforceable vis-à-vis all third parties upon registration of such Security Document in the relevant public registry; and (iii) all recordings and filings have been made, or will be made no later than the applicable time required by the Financing Documents, in all public offices, all necessary consents obtained and all other action has been taken so that the Liens created by each Security Document constitute perfected Liens on the IFC Security with the priority specified in the Security Documents;

 

(l) Taxes. All tax returns and reports of the Borrower required by law to be filed have been duly filed and all Taxes, obligations, fees and other governmental charges upon the Borrower, or its properties, or its income or assets, which are due and payable or to be withheld, have been paid or withheld, other than those presently payable without penalty or interest;

 

(m) Litigation. (i) The Borrower is not engaged in nor, to the best of its knowledge, after due inquiry, threatened by, any litigation, arbitration or administrative proceedings, the outcome of which could reasonably be expected to have a Material Adverse Effect; and (ii) no judgment, arbitral award or order has been issued which has or may reasonably be expected to have a Material Adverse Effect;

 

(n) Compliance with Law. To the best of its knowledge and belief after due inquiry, the Borrower is not in violation of any statute or regulation of any Authority;

 

(o) Environmental Matters. (i) to the best of its knowledge and belief, after due inquiry, there are no material social or environmental risks or issues in relation to the Project other than those identified by the E&SA; and (ii) it has not received nor is aware of either (A) any existing or threatened complaint, order, directive, claim, citation or notice from any Authority or (B) any material written communication from any Person concerning the Project’s failure to comply with any matter covered by the Performance Standards which failure has, or could reasonably be expected to have, a Material Adverse Effect or a material adverse impact on the implementation or operation of the Project in accordance with the Performance Standards;

 

(p) Labor Matters. There are no ongoing or, to the best knowledge of the Borrower after due inquiry, threatened, strikes, slowdowns or work stoppages by employees of the Borrower or any contractor with respect to the Project;

 

(q) The UN Security Council. The Borrower has neither entered into any transaction nor engaged in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter;

 

(r) Sanctionable Practices. No Credit Party nor any Affiliate thereof, nor any Person acting on its or their behalf, has committed or engaged in, with respect to the Project or any transaction contemplated by this Agreement, any Sanctionable Practice;

 

(s) No Material Omissions. None of the representations and warranties in this Section 3.01 omits any matter the omission of which makes any of such representations and warranties misleading in any material respect; and

 

   
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(t) Participants Sanctions Regime. Neither the Borrower nor, to the knowledge of the Borrower, any of its Subsidiaries, nor any directors or officers of it or any of its Subsidiaries:

 

  (i) is a Restricted Party;

 

(ii)is subject to any proceeding, formal notice or investigation by a Sanctions Authority with respect to any Participant Sanctions Regime; or

 

(iii)is knowingly engaging in any direct trade, business or other activities with, or for the direct benefit of, any Restricted Party in a manner that would cause any Participant to be in violation of an applicable Participant Sanctions Regime.

 

Section 3.02. IFC Reliance. The Borrower acknowledges that it makes the representations and warranties in Section 3.01 with the intention of inducing IFC to enter into this Agreement and the other Financing Documents (and the Participants to enter into the relevant Participation Agreement) and that IFC enters into the Financing Documents (and the Participants will enter into the relevant Participation Agreement) on the basis of, and in full reliance on, each of such representations and warranties.

 

ARTICLE IV

 

Conditions of Disbursement

 

Section 4.01. Conditions of the First Disbursement of the Tranche 1 Loans. The obligation of IFC to make the first Disbursement of the Tranche 1 Loans is subject to the fulfillment prior to or concurrently with the making of that first Disbursement of the following conditions:

 

(a) Transaction and Other Documents.

 

(i) Each of the Transaction Documents (other than (a) any Phase 1 Construction Contract referred to in sub-paragraph (iv) of the definition thereof, except as otherwise required by IFC and (b) the Phase 2 Construction Contracts) and the Sponsor Management Services Agreements has been entered into, in form and substance satisfactory to IFC, by all parties thereto and has become (or, as the case may be, remain) unconditional and fully effective in accordance with their respective terms (except for this Agreement having become unconditional and fully effective, if that is a condition of any of those agreements);

 

(ii) IFC has received a copy of (A) the Sponsor Management Services Agreements; and (B) each Land Purchase Option Agreement and the ROFR Agreement; and

 

(iii) the Borrower has issued, and IFC has received, the Notes in respect of the Original Loans.

 

(b) Participation Agreement. IFC has entered into the Participation Agreement with Participants for the acquisition by them of Participations in the Original B Loan in an aggregate amount equal to the full amount of the Original B Loan and the Participation Agreement is in full force and effect;

 

(c) Charter Amendments. The Borrower has certified to IFC that no amendment has been made to the Borrower’s Charter since January 9, 2017, or if any such amendment was made, IFC has received a copy of the Borrower’s amended Charter and determined, in its reasonable judgment, that it is not inconsistent with the provisions of any Transaction Document and does not have or may not reasonably be expected to have a Material Adverse Effect;

 

   
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(d) Security. (i) The IFC Security has been duly created and, other than in the case of the IFC Security created pursuant to the Mortgage Agreement, the Asset Pledge Agreement and the Share Pledge Agreement, perfected or registered, as applicable, as first ranking security interests in all assets and rights subject to the Security Documents; (ii) IFC has received evidence, in form and substance satisfactory to it of the bloqueo registral de la partida registral corresponding to the Phase 1 Property with the Real Estate Public Registry of Peru (Registro de Predios); and (iii) IFC has received a copy of the relevant solicitud de inscripción for: (A) registration of the Mortgage Agreement with the Real Estate Public Registry of Peru (Registro de Predios); (B) registration of the Asset Pledge Agreement with the Contracts Public Registry (Registro Mobiliario de Contratos); and (C) registration of the Share Pledge Agreement in the file corresponding to the Borrower at the Corporations Public Registry (Registro de Personas Jurídicas) and in the case of sub-sections (A) through (C), each such solicitud de inscripción dated the date of execution of such Security Document (or to the extent the relevant Public Registry is not open for business on such day, dated the day immediately following the date of execution of such document on which such Public Registry is open for business) and issued by the relevant Public Registry and such that upon registration, the Mortgage Agreement, the Share Pledge Agreement and the Asset Pledge Agreement will be duly perfected as first ranking security interests over the Phase 1 Property and all assets and rights subject to such Security Documents.

 

(e) Authorizations. The Borrower has obtained, and provided to IFC copies of, all Authorizations listed in Section (1) and Section (2) of Annex B (Borrower/Project Authorizations) of the Original Loan Agreement, and such other Authorizations not listed in those Sections that may become necessary for:

 

 (i)the Original Loans;
   
 (ii)the business of the Borrower as it is presently carried on and is contemplated to be carried on;
   
(iii)Phase 1 and the implementation of the Original Financial Plan;

 

(iv)the due execution, delivery, validity and enforceability of, and performance by the Borrower of its obligations under, the Original Loan Agreement and the other Transaction Documents and any other documents necessary or desirable to the implementation of any of those agreements or documents; and

 

(v)the remittance to IFC or its assigns in Dollars of all monies payable with respect to the Original Loan Agreement and other Transaction Documents,

 

and all such Authorizations are in full force and effect;

 

(f) Legal Opinions. IFC has received the following legal opinions, in each case, in form and substance satisfactory to IFC and covering such matters relating to the transactions contemplated by the Original Loan Agreement and the other Financing Documents as IFC may reasonably request:

 

(i) a legal opinion from Miranda & Amado Abogados and, if requested by IFC, concurred in by Peruvian counsel for the Borrower;

 

   
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(ii) a legal opinion from Clifford Chance US LLP, as New York counsel to IFC; and

 

(iii) a legal opinion from Panamanian counsel to IFC and, if requested by IFC, concurred in by Panamanian counsel to the Sponsor.

 

(g) Accounting Systems Certificate. IFC has received a certification from the chief executive officer or the chief financial officer of the Borrower confirming that, as at a date within 60 days prior to the date of first Disbursement, the Borrower is in compliance with the provisions of Section 5.01(d) (Affirmative Covenants) of the Original Loan Agreement and containing a brief description of the systems and records in place;

 

(h) Equity Contributions. IFC has received evidence, in form and substance satisfactory to it, that Equity Contributions contemplated by the Original Financial Plan have been made in an aggregate amount at least equal to the Initial Equity Contribution Amount;

 

(i) Authorization of Auditors. A reputable international firm of auditors acceptable to IFC has been appointed as the Auditors and IFC has received a copy of the Borrower’s authorization to its Auditors referred to in Section 5.01(e) (Auditors) and a copy of the Guarantor’s authorization to its Auditors referred to in Section 6.01(d) (Guarantor’s Covenants) of the Guarantee Agreement.

 

(j) Incumbency. IFC has received a certificate of incumbency and authority in the form attached as Schedule 1 to the Original Loan Agreement from each of the Credit Parties;

 

(k) Appointment of Agent. Each of the Credit Parties has delivered to IFC evidence, substantially in the form of Schedule 4 (Form of Process Agent Letter) of the Original Loan Agreement, of appointment of an agent for service of process in accordance with the Financing Documents to which it is a party;

 

(l) Cash Collateral Account. The balance of the Cash Collateral Account is at least equal to the Cash Collateral Account Required Balance (taking into account the requested Disbursement); and

 

(m) Environmental Matters. (i) the Borrower has completed an E&SA and delivered to IFC the Action Plan, each in form and substance acceptable to IFC, (ii) the Borrower and IFC have agreed on the form of Annual Monitoring Report, and (iii) the Borrower has implemented an E&S Management System acceptable to IFC.

 

Section 4.02. Conditions of the Second Disbursement of the Tranche 1 Loans. The obligation of IFC to make the second Disbursement of the Tranche 1 Loans is also subject to the condition that IFC has received evidence in form and substance satisfactory to it of:

 

(a) the registration of the Mortgage Agreement with the Real Estate Public Registry of Peru (Registro de Predios);

 

(b) the registration of the Asset Pledge Agreement with the Contracts Public Registry (Registro Mobiliario de Contratos); and

 

(c) the registration of Share Pledge Agreement in the file corresponding to the Borrower at the Corporations Public Registry (Registro de Personas Jurídicas),

 

in each case, such that the IFC Security created pursuant thereto is duly perfected as first ranking security interest in all assets and rights subject to such Security Document.

 

   
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(d) tion 4.03 Conditions of the First Disbursement Occurring After the Date Hereof: The obligation of IFC to make the first Disbursement occurring after the date hereof (whether such disbursement is a Tranche 1 Loan Disbursement or a Tranche 2 Loan Disbursement) is subject to the conditions that:

 

(a) Transaction Documents.

 

(i) Each of the Confirmation of Guarantee, the New Syndication Fee Letter, the Subordination Agreement (as amended and restated) and the Cash Collateral Account Security Agreement (as amended and restated) has been entered into by all parties thereto and have become unconditional and fully effective in accordance with their respective terms; and

 

(ii) Each of the Management Services Agreements has, if so required by IFC, been amended or amended and restated to include, inter alia, a provision providing for the termination of such agreement upon any acceleration of any IFC Indebtedness, and each such agreement is in form and substance satisfactory to IFC and is fully effective in accordance with its terms, and IFC has received a copy of each such Management Services Agreement, as so amended or amended and restated, as the case may be;

 

(b) Participation Agreement. The Amended and Restated Participation Agreement referred to in paragraph (i) of the definition “Participation Agreement” has been entered into by all parties thereto and is in full force and effect;

 

(c) Authorizations. To the extent not previously provided to IFC, the Borrower has delivered to IFC copies of all Authorizations set forth in Section (1) of Annex B (Borrower/Project Authorizations), and the Borrower has obtained, and to the extent not previously provided to IFC, delivered to IFC copies of each such other Authorization not listed in Annex B (Borrower/Project Authorizations) that may become necessary for:

 

 (i)the Loan;
   
 (ii)the business of the Borrower as it is presently carried on and is contemplated to be carried on;
   
(iii)the implementation of the Financial Plan;

 

(iv)the due execution, delivery, validity and enforceability of, and performance by the Borrower of its obligations under, this Agreement and the other Transaction Documents and any other documents necessary or desirable to the implementation of any of those agreements or documents; and

 

(v)the remittance to IFC or its assigns in Dollars of all monies payable with respect to the Transaction Documents,

 

and all such Authorizations are in full force and effect;

 

   
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(d) Charter Amendments. The Borrower has certified to IFC that no amendment has been made to the Borrower’s Charter since March 5, 2019, or if any such amendment was made, IFC has received a copy of the Borrower’s amended Charter and determined, in its reasonable judgment, that it is not inconsistent with the provisions of any Transaction Document and does not have or may not reasonably be expected to have a Material Adverse Effect;

 

(e) Legal Opinions. IFC has received the following legal opinions, in each case, in form and substance satisfactory to IFC and covering such matters relating to the transactions contemplated by this Agreement and the other Financing Documents as IFC may reasonably request:

 

(i) a legal opinion from Miranda & Amado Abogados and, if requested by IFC, concurred in by Peruvian counsel for the Borrower;

 

(ii) a legal opinion from Clifford Chance US LLP, as New York counsel to IFC; and

 

(iii) a legal opinion from Panamanian counsel to IFC and, if requested by IFC, concurred in by Panamanian counsel to the Sponsor; and

 

(f) Appointment of Agent. Each of the Credit Parties has delivered to IFC evidence, substantially in the form of Schedule 4 (Form of Process Agent Letter), of appointment of an agent for service of process in accordance with the Financing Documents to which it is a party.

 

Section 4.04 Conditions of the First Disbursement of the Tranche 2 Loans. The obligation of IFC to make the first Disbursement of the Tranche 2 Loans is subject to the conditions (in addition to those conditions set forth in Section 4.03) that

 

(a) Transaction and Other Documents.

 

(i) Each of the Security Documents (other than the Cash Collateral Account Security Agreement) has been amended and restated to, inter alia, reflect the transactions contemplated hereby and, in the case of the Mortgage Agreement, to grant IFC a first-ranking mortgage in respect of the Phase 2 Property and in the case of the Asset Pledge Agreement, to grant IFC a first-ranking Lien over all moveable assets of the Borrower related to Phase 2 and, in each case, has become unconditional and fully effective in accordance with its terms; and

 

(ii) Each of the Phase 2 Construction Contracts has been entered into, in form and substance satisfactory to IFC, by all parties thereto and has become unconditional and fully effective in accordance with its terms;

 

(b) Security. (i) The IFC Security (including, for the avoidance of doubt, the security expressed to be created by the amended and restated Security Documents referred to in paragraph (a)(i) above) has been duly created and has been (or, if applicable, upon completion of registration in the relevant Peruvian public registry will be) perfected or registered, as applicable, as first ranking security interests in all assets and rights expressed to be subject to the Security Documents; (ii) IFC has received evidence, in form and substance satisfactory to it of the bloqueo registral de la partida registral corresponding to the Phase 2 Property with the Real Estate Public Registry of Peru (Registro de Predios); and (iii) IFC has received a copy of the relevant solicitud de inscripción for: (A) registration of the amended and restated Mortgage Agreement with the Real Estate Public Registry of Peru (Registro de Predios) and (B) registration of the amended and restated Asset Pledge Agreement with the Contracts Public Registry (Registro Mobiliario de Contratos) and (C) registration of the amended and restated Share Pledge Agreement with the Corporations Public Registry (Registro de Personas Jurídicas), each such solicitud de inscripción dated the date of execution of such amended and restated Security Document (or to the extent the relevant Public Registry is not open for business on such day, dated the first day immediately following such date of execution on which such Public Registry is open for business) and issued by the relevant Public Registry and such that upon registration, the security expressed to be created or continued (as applicable) by the amended and restated Mortgage Agreement, the amended and restated Asset Pledge Agreement and the amended and restated Share Pledge Agreement will be duly perfected as first ranking security interests over the Phase 1 Property and the Phase 2 Property and all other assets and rights expressed to be subject to such Security Documents;

 

   
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(c) Legal Opinions. IFC has received: (i) a legal opinion from Miranda & Amado Abogados and, if requested by IFC, concurred in by Peruvian counsel for the Borrower, in each case, in form and substance satisfactory to IFC, and (ii) a legal opinion from Panamanian counsel to IFC, and, if requested by IFC, concurred in by Panamanian counsel to the Sponsor, in each case, covering such matters relating to the Security Documents (other than the Cash Collateral Account Security Agreement) and to the transactions contemplated hereby and thereby as IFC may reasonably request;

 

(d) Equity Contributions. IFC has received evidence, in form and substance satisfactory to it, that Equity Contributions contemplated by the Financial Plan have been made in an aggregate amount at least equal to the Phase 2 Required Equity Contribution Amount, of which at least $10,100,000 shall have been applied to, or otherwise contributed for, the purchase of Phase 2 Property; and

 

(e) Authorizations. The Borrower has obtained, and to the extent not previously provided to IFC, delivered to IFC copies of, all Authorizations set forth in Section (2) of Annex B (Borrower/Project Authorizations) and each such other Authorization not listed in Annex B (Borrower/Project Authorizations) that may become necessary for:

 

  (i) the Loan;
     
(ii)the business of the Borrower as it is presently carried on and is contemplated to be carried on;

 

(iii)the implementation of the Financial Plan;

 

(iv)the due execution, delivery, validity and enforceability of, and performance by the Borrower of its obligations under, this Agreement and the other Transaction Documents and any other documents necessary or desirable to the implementation of any of those agreements or documents; and

 

(v)the remittance to IFC or its assigns in Dollars of all monies payable with respect to the Transaction Documents,

 

and all such Authorizations are in full force and effect.

 

   
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Section 4.05 Conditions of the Second Disbursement of the Tranche 2 Loans. The obligation of IFC to make the second Disbursement of the Tranche 2 Loans is also subject to the condition that IFC has received evidence in form and substance satisfactory to it of:

 

(a) Registration. The registration of the following:

 

(i)the amended and restated Mortgage Agreement with the Real Estate Public Registry of Peru (Registro de Predios);

 

(ii)the amended and restated Asset Pledge Agreement with the Contracts Public Registry (Registro Mobiliario de Contratos);

 

(iii)the amended and restated Share Pledge Agreement with the Corporations Public Registry (Registro de Personas Jurídicas); and

 

in each case, such that the IFC Security created (or, if applicable, continued) pursuant thereto is duly perfected as first ranking security interest in all assets and rights expressed to be subject to such Security Document.

 

(b) Authorizations. The Borrower has obtained, and to the extent not previously provided to IFC, delivered to IFC copies of, (x) all Authorizations set forth in Section (3) of Annex B (Borrower/Project Authorizations), to the extent then required to have been obtained in accordance with Section 5.01(j) (Authorizations), and (y) each such other Authorization not listed in Annex B (Borrower/Project Authorizations) that may become necessary for:

 

 (i)the Loan;
   
(ii)the business of the Borrower as it is presently carried on and is contemplated to be carried on;
   
 (iii)the implementation of the Financial Plan;

 

(iv)the due execution, delivery, validity and enforceability of, and performance by the Borrower of its obligations under, this Agreement and the other Transaction Documents and any other documents necessary or desirable to the implementation of any of those agreements or documents; and

 

(v)the remittance to IFC or its assigns in Dollars of all monies payable with respect to the Transaction Documents,

 

and all such Authorizations are in full force and effect.

 

Section 4.06 Conditions of All Disbursements. The obligation of IFC to make any Disbursement, including the first Disbursement of the Tranche 1 Loans and the Tranche 2 Loans, is also subject to the conditions that:

 

(a) No Default. No Event of Default and no Potential Event of Default has occurred and is continuing;

 

(b) Use of Proceeds. The proceeds of that Disbursement: (i) are, at the date of the relevant request, needed by the Borrower for the purpose of the Project, or will be needed for that purpose within 3 months of that date; and (ii) are not in reimbursement of, or to be used for, expenditures in the territories of any country that is not a member of the World Bank or for goods produced in or services supplied from any such country;

 

   
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(c) No Material Adverse Effect. Since the Original Effective Date, nothing has occurred which has or can reasonably be expected to have a Material Adverse Effect;

 

(d) No Material Loss or Liability. Since the Original Effective Date, the Borrower has not incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 5.02 (Negative Covenants));

 

(e) Representations and Warranties. The representations and warranties made in Article III are true and correct in all material respects on and as of the date of that Disbursement with the same effect as if those representations and warranties had been made on and as of the date of that Disbursement (but in the case of Section 3.01 (c) (Representations and Warranties), without the words in parentheses);

 

(f) Legal Opinions. IFC has received (if it so requires) a legal opinion or opinions in form and substance satisfactory to IFC, of IFC’s counsel in the Country or in any other relevant jurisdiction, and, if requested by IFC, concurred in by counsel for the Borrower, with respect to any matters relating to that Disbursement;

 

(g) No Violations. After giving effect to such Disbursement, the Borrower would not be in violation of: (i) its Charter; (ii) any provision contained in any document to which the Borrower is a party (including this Agreement) or by which the Borrower is bound; or (iii) any law, rule, regulation, Authorization or agreement or other document binding on the Borrower directly or indirectly limiting or otherwise restricting the Borrower’s borrowing power or authority or its ability to borrow;

 

(h) Additional Equity Contributions; Debt to Additional Equity Ratio. IFC has received evidence, in form and substance satisfactory to it, that Equity Contributions referred to in the Financial Plan have been made in sufficient amount such that the Debt to Additional Equity Ratio, taking into account the amount of such Disbursement, does not exceed 87.84:12.16 (or in the case of any Disbursement made prior to the date hereof, IFC has received the evidence referred to in Section 4.03(h) (Conditions of All Disbursements) of the Original Loan Agreement).

 

(i) Environmental Matters. IFC has received evidence, in form and substance satisfactory to it, that the Borrower is in compliance with the Environmental and Social Requirements;

 

(j) Project Schedule. IFC has received evidence, in form and substance satisfactory to it, that the Project is being implemented in accordance with the Project Schedule and without overruns in the Project Costs provided for in the Financial Plan;

 

(k) Cash Collateral. IFC has received evidence, in form and substance satisfactory to it, that the amount standing to the credit of the Cash Collateral Account is at least equal to the Cash Collateral Account Required Balance;

 

(l) Accounting and Financial Management Systems. To the extent it so requests, IFC has received evidence, in form and substance satisfactory to it, that the Borrower is in compliance with Section 5.01(d) (Accounting and Financial Management);

 

   
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(m) Insurance. IFC has received (i) copies of all insurance policies required to be obtained prior to the date of such Disbursement pursuant to Section 5.04 (Insurance) and Annex C (Insurance Requirements), (ii) evidence (in form and substance satisfactory to IFC) confirming that such policies are in full force and effect and all premiums then due and payable under those policies have been paid and (iii) such other evidence (in form and substance satisfactory to IFC) as it may request with respect to the Borrower’s compliance with Section 5.04 (Insurance) and Annex C (Insurance Requirements);

 

(n) Fees. IFC has received the fees which Section 2.07 (Fees) requires to be paid before the date of such Disbursement;

 

(o) Legal Fees and Expenses. IFC has received the reimbursement of all invoiced fees and expenses of IFC’s counsel as provided in Section 2.15(b) or confirmation that those fees and expenses have been paid directly to that counsel;

 

(p) Transaction Documents. IFC has received a copy of each Transaction Document to which it is not a party to the extent that it was not provided to IFC pursuant to another Section of this Article IV;

 

(q) Loan Availability. The relevant Disbursement is not requested to be made at any time after (i) in the case of any Disbursement of the Tranche 1 Loans, December 15, 2019 and (ii) in the case of any Disbursement of the Tranche 2 Loans, December 15, 2021; and

 

(r) Maximum Disbursements. The maximum number of Disbursements permitted pursuant to Section 2.02(d) (Disbursement Procedure) has not yet been made.

 

(s) tion 4.07. Borrower’s Certification. The Borrower shall deliver to IFC with respect to each request for Disbursement:

 

(a) certifications, in the form included in Schedule 2 (Form of Request for Disbursement), relating to the conditions specified in Section 4.06 (Conditions of All Disbursements) (other than the condition in Section 4.06(f) (Legal Opinions) and if applicable, the condition in Section 4.01(f) or 4.04(f) (Legal Opinions), as the case may be, expressed to be effective as of the date of that Disbursement (or in the case of any Disbursement occurring prior to the date hereof, the certifications required pursuant to Section 4.04 (Borrower’s Certification) of the Original Loan Agreement); and

 

(b) such evidence as IFC may reasonably request of the proposed utilization of the proceeds of that Disbursement or the utilization of the proceeds of any prior Disbursement.

 

(c) tion 4.08. B Loan Conditions. Notwithstanding any other provision of this Agreement, IFC is not obliged to make:

 

(a) any B1 Loan Disbursement on or after the date hereof;

 

(b) any B2 Loan Disbursement, except to the extent that the relevant Participants provide funds for such B2 Loan Disbursement under their Participations; and

 

(c) any Disbursement of the Tranche 2 Loans except pro rata from the A2 Loan and the B2 Loan.

 

Section 4.09. Conditions for IFC Benefit. The conditions in Section 4.01 through Section 4.08 are for the benefit of IFC and may be waived only by IFC in its sole discretion.

 

   
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ARTICLE V

 

Particular Covenants

 

Section 5.01. Affirmative Covenants. Unless IFC otherwise agrees, the Borrower shall:

 

(a) Corporate Existence; Conduct of Business. Maintain its corporate existence, comply with its Charter, and implement the Project and conduct its business with due diligence and efficiency and in accordance with sound engineering financial and business practices;

 

(b) Use of Proceeds. Cause the financing specified in the Financial Plan to be applied exclusively to the Project;

 

(c) Compliance with Laws; Taxes: (i) conduct its business in compliance, in all material respects, with all applicable requirements of law; and (ii) file by the date due all returns, reports and filings in respect of Taxes required to be filed by it and pay, when due, all Taxes due and payable by it;

 

(d) Accounting and Financial Management. Promptly install and maintain an accounting and control system, management information system and books of account and other records, which together adequately give a fair and true view of the financial condition of the Borrower and the results of its operations in conformity with the Accounting Standards;

 

(e) Auditors. (i) Appoint and maintain at all times a firm of internationally recognized independent public accountants acceptable to IFC as auditors of the Borrower; and (ii) irrevocably authorize, in the form of Schedule 5 (Form of Letter to Borrower’s Auditors), its Auditors (whose fees and expenses shall be for the account of the Borrower) to communicate directly with IFC at any time regarding the Borrower’s financial statements (both audited and unaudited), accounts and operations, and provide to IFC a copy of that authorization; and (iii) no later than 30 days after any change in its Auditors, issue a similar authorization to its new Auditors and provide a copy thereof to IFC;

 

(f) Access. Upon IFC’s request, and with reasonable prior notice to the Borrower, permit representatives of IFC and the CAO, during normal office hours, to: (i) visit any of the sites and premises where the business of the Borrower is conducted; (ii) inspect any of the Borrower’s sites, facilities, plants and equipment; (iii) have access to the Borrower’s books of account and all records; and (iv) have access to those employees, agents, contractors and subcontractors of the Borrower who have or may have knowledge of matters with respect to which IFC seeks information; provided that (i) no such reasonable prior notice shall be necessary if an Event of Default or Potential Event of Default is continuing or if special circumstances so require and (ii) in the case of the CAO, such access shall be for the purpose of carrying out the CAO’s Role;

 

(g) Environmental Matters. Ensure that the design, construction, operation, maintenance, management and monitoring of the Project’s sites, plants, equipment, operations and facilities are undertaken in compliance with (i) the Action Plan, and (ii) the applicable requirements of the Performance Standards:

 

(h) Review of Annual Monitoring Report. Periodically review the form of the Annual Monitoring Report and advise IFC as to whether revision of the form is necessary or appropriate in light of changes to the Borrower’s business or operations, or in light of environmental or social risks identified by the Borrower’s E&S Management System; and revise the form as agreed with IFC;

 

   
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(i) E&S Management System. Use all reasonable efforts to ensure the continuing implementation and operation of the E&S Management System to assess and manage the social and environmental performance of the Project in a manner consistent with the Performance Standards;

 

(j) Authorizations. (i) obtain and maintain in force (and where appropriate, renew in a timely manner) all Authorizations, including without limitation the Authorizations specified in Annex B (Borrower/Project Authorizations), which are necessary for the implementation of the Project, the carrying out of the Borrower’s business and operations generally and the compliance by the Borrower with all its obligations under the Transaction Documents; and (ii) comply with all the conditions and restrictions contained in, or imposed on the Borrower by, those Authorizations;

 

(k) Security; Further Assurances. From time to time, execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such further instruments as may reasonably be requested by IFC for perfecting or maintaining in full force and effect the IFC Security or for re-registering the IFC Security or otherwise, and, if necessary, create and perfect additional Security, to enable the Borrower to comply with its obligations under the Transaction Documents;

 

(l) Projected Debt Service Coverage Ratio. Maintain, at all times on or following the Project Financial Completion Date, a Prospective Debt Service Coverage Ratio greater than 1.0:1.0;

 

(m) Construction Contracts. Provide a copy to IFC of each Construction Contract entered into following the date of the first Disbursement, as promptly as possible, but in any event no later than 5 days following the execution thereof, and ensure that each such Construction Contract is satisfactory to IFC; and

 

(o) Registration of Mortgage Agreement, Asset Pledge Agreement and Share Pledge Agreement. The Borrower shall, as promptly as possible following the execution thereof, but in any event no later than the earlier of (x) 60 days from the date of execution of such agreement and (y) the date of the second Disbursement of the Tranche 2 Loans, deliver to IFC evidence, in form and substance satisfactory to IFC, of the registration of (i) the amended and restated Mortgage Agreement with the Real Estate Public Registry of Peru (Registro de Predios); (ii) the amended and restated Asset Pledge Agreement with the Contracts Public Registry (Registro Mobiliario de Contratos); and (iii) the amended and restated Share Pledge Agreement under the name of the Borrower with the Corporations Public Registry (Registro de Personas Jurídicas) and in the case of each of (i) through (iii), such that the IFC Security created pursuant thereto is duly perfected as first ranking security interest in all assets and rights subject to such Security Document.

 

Section 5.02. Negative Covenants. Unless IFC otherwise agrees, the Borrower shall not:

 

(a) Distributions. Declare or pay any dividend or make any cash distribution on its Equity Interests (other than dividends or distributions payable in Equity Interests of the Borrower), or purchase, redeem or otherwise acquire any Equity Interests of the Borrower or any option over them or make a payment under any subordinated Financial Debt (including shareholder loans) or any other payment to the Sponsor or any of its Affiliates (other than (x) at any time prior to the Project Financial Completion Date, any Guarantor Management Services Amount or any payment pursuant to any Sponsor Management Services Agreement, in each case, paid in accordance with the Subordination Agreement and (y) at any time on or following the Project Financial Completion Date, any payment of any Guarantor Management Services Amount made in accordance with Section 2.03(c)(ii)(A)(1) of the Subordination Agreement):

 

  (i) the Project Financial Completion Date has occurred;

 

   
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  (ii) such payment is made within 30 days after an Interest Payment Date;
     
  (iii) in case of dividends, the proposed payment or distribution is out of retained earnings; provided always that the retained earnings out of which any of the payments or distributions referred to in this paragraph (iii) may be made should in no event include any amount resulting from the revaluation of any of the Borrower’s assets;
     
  (iv) the Prospective Debt Service Coverage Ratio is not less than 1.25:1.0;
     
  (v) after giving effect to any such action:

 

(A)no Event of Default or Potential Event of Default has occurred and is continuing;

 

  (B) the available cash of the Borrower is at least $400,000; and

 

(C)the Borrower’s Financial Debt to Tangible Net Worth Ratio is not more than 0.85:1.0;

 

(vi)no earlier than 60 days nor later than 30 days prior to doing so, the Borrower certifies to each of the matters referred to in Section 5.02 (a) (i)-(v) hereto to IFC in writing, in the form attached as Schedule 6 (Form of Borrower’s Certification on Distribution of Dividends);

 

(b) Capital Expenditures. Incur expenditures or commitments for expenditures for fixed or other non-current assets (any such expenditure or commitment, a “Capital Expenditure”), other than those required for carrying out the Project, unless such Capital Expenditures are incurred after the Project Physical Completion Date and:

 

(i) to the extent that such Capital Expenditures do not constitute Tenant Capex, do not exceed an aggregate amount equivalent to $70,000 in any Financial Year during the life of the Loan, on a rolling, cumulative basis; and

 

(ii) to the extent that such Capital Expenditures constitute Tenant Capex, do not exceed the equivalent of $15 per square meter of gross leasable area of the relevant leases to which such Tenant Capex relates.

 

(c) Permitted Financial Debt. Incur, assume or permit to exist any Financial Debt except the Loan.

 

(d) Leases. Enter into any agreement or arrangement to lease any property or equipment of any kind (other than Financial Leases), unless (i) such agreement or arrangement is permitted under the other provisions of this Section 5.02 and (ii) the aggregate payments under all such agreements or arrangements do not exceed the equivalent of $100,000 in any Financial Year.

 

   
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(e) Derivative Transactions. Enter into any Derivative Transaction or assume the obligations of any party to any Derivative Transaction;

 

(f) Guarantees and Other Obligations. Enter into any agreement or arrangement to guarantee or, in any way or under any condition, assume or become obligated for all or any part of any financial or other obligation of another Person;

 

(g) Permitted Liens. Create or permit to exist any Lien on any property, revenues or other assets, present or future, of the Borrower, except for the following (collectively, the “Permitted Liens”):

 

  (i) the IFC Security;
     
  (ii) the naming of IFC as loss payee under the Borrower’s insurance policies;

 

(iii)any Lien arising from any tax, assessment or other governmental charge or other Lien arising by operation of law, in each case if the obligation underlying any such Lien is not yet due or, if due, is being contested in good faith by appropriate proceedings so long as:

 

(A)those proceedings do not involve any substantial danger of the sale, forfeiture or loss of any part of the Project, title thereto or any interest therein, nor interfere in any material respect with the use or disposition thereof or the implementation of the Project or the carrying on of the business of the Borrower; and

 

(B)the Borrower has set aside adequate reserves sufficient to promptly pay in full any amounts that the Borrower may be ordered to pay on final determination of any such proceedings.

 

(h) Arm’s Length Transactions. Enter into any transaction except in the ordinary course of business on the basis of arm’s-length arrangements (including, without limitation, transactions whereby the Borrower might pay more than the ordinary commercial price for any purchase or might receive less than the full ex-works commercial price (subject to normal trade discounts) for its products);

 

(i) Purchasing or Sales Agency. Establish any sole and exclusive purchasing or sales agency;

 

(j) Profit Sharing Arrangements. Enter into any partnership, profit-sharing or royalty agreement or other similar arrangement whereby the Borrower’s income or profits are, or might be, shared with any other Person;

 

(k) Management Contracts. Enter into any management contract or similar arrangement whereby its business or operations are managed by any other Person, other than (i) the Management Services Agreements and (ii) one or more facility management agreements which are entered into with a property management company in respect of the warehouses forming part of the Project and are consistent with Section 5.02(h)(Arm’s Length Transactions);

 

(l) Subsidiaries. Form or have any Subsidiary;

 

   
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(m) Permitted Investments. Make or permit to exist loans or advances to, or deposits (except commercial bank deposits in the ordinary course of business) with, other Persons or investments in any Person or enterprise other than short-term investment grade marketable securities acquired solely to give temporary employment to its idle funds;

 

(n) Fundamental Changes. Change: (i) its Charter in any manner which would be inconsistent with the provisions of any Transaction Document; (ii) its Financial Year; (iii) the Financial Plan; or (iv) the nature or scope of the Project or change the nature of its present or contemplated business or operations;

 

(o) Asset Sales. Sell, transfer, lease or otherwise dispose of all or a substantial part of its assets, other than inventory, whether in a single transaction or in a series of transactions, related or otherwise;

 

(p) Merger, Consolidation, Etc. Undertake or permit any merger, spin-off, consolidation or reorganization;

 

(q) Amendments, Waivers, Etc., of Material Agreements. Terminate, amend or grant any waiver with respect to any provision of any of the Transaction Documents or any Sponsor Management Services Agreement;

 

(r) Prepayment of Long-Term Debt. Prepay (whether voluntarily or involuntarily) or repurchase any Long-term Debt (other than the Loan) pursuant to any provision of any agreement or note with respect to that Long-term Debt unless:

 

(i)that Long-term Debt is refinanced using new Long-term Debt on terms and conditions (as to interest rate, other costs and tenor) at least as favorable to the Borrower as those of the Long-term Debt being refinanced; or

 

(ii)the Borrower gives IFC at least 30 days’ advance notice of its intention to make the proposed prepayment and, if IFC so requires, the Borrower contemporaneously prepays a proportion of the Loan equivalent to the proportion of the part of the Long-term Debt being prepaid, such prepayment to be made in accordance with the provisions of Section 2.06 (Prepayment) except that there shall be no minimum amount or advance notice period for that prepayment;

 

(s) Use of Proceeds. Use the proceeds of any Disbursement in the territories of any country that is not a member of the World Bank or for reimbursements of expenditures in those territories or for goods produced in or services supplied from any such country;

 

(t) Amendment of Action Plan. The Borrower shall not amend the Action Plan in any material respect without the prior written consent of IFC;

 

(u) UN Security Council Resolutions. Enter into any transaction or engage in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter;

 

(v) Sanctionable Practices. Engage in (and shall not authorize or permit any Affiliate or any other Person acting on its behalf to engage in) with respect to the Project or any transaction contemplated by this Agreement, any Sanctionable Practices. The Borrower further covenants that should IFC notify the Borrower of its concerns that there has been a violation of the provisions of this Section or of Section 3.01(r) of this Agreement, it shall cooperate in good faith with IFC and its representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from IFC, and shall furnish documentary support for such response upon IFC’s request;

 

   
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(w) Additional Land. Purchase, obtain a leasehold interest in or otherwise acquire any land, other than the land owned by the Borrower as of the date hereof on which the Project will be developed and the Phase 2 Property; provided that the foregoing shall not restrict the purchase of land pursuant to any Land Purchase Option Agreement or the ROFR Agreement by an Affiliate of the Borrower (other than the Guarantor) if the relevant Land Purchase Option Agreement or ROFR Agreement, as applicable, is transferred to such Affiliate; or

 

(x) Participant Sanctions Regime. The Borrower, its Subsidiaries, and any directors or officers of it or any of its Subsidiaries may not knowingly use, lend, contribute or otherwise make available any part of the proceeds of any B1 Loan Disbursement or B2 Loan Disbursement: (i) for the purpose of financing any trade, business or other activities directly with a Restricted Party; or (ii) in any other manner that would cause any Participant to be in violation of an applicable Participant Sanctions Regime.

 

Section 5.03. Reporting Requirements. Unless IFC otherwise agrees, the Borrower shall:

 

(a) Quarterly Financial Statements and Reports. As soon as available but in any event within 45 days after the end of each quarter of each Financial Year, deliver to IFC:

 

(i)two copies of the Borrower’s complete financial statements for such quarter prepared in accordance with the Accounting Standards, certified by the Borrower’s chief executive officer or chief financial officer;
   
 (ii)a report by the Borrower on its operations during that quarter, in the form of, and addressing the topics listed in, Schedule 7 (Quarterly and Annual Operations Report Information);

 

(iii)a report (in the form pre-agreed by IFC), signed by the Borrower’s chief executive officer or chief financial officer, concerning compliance with the financial covenants in this Agreement (including a clear description of the methodology used in the respective calculations) and compliance by the Sponsor with its obligation to fund the Cash Collateral Account as set forth in the Cash Collateral Account Security Agreement;

 

(iv)with respect to any quarter ending prior to the Project Physical Completion Date, a report, in the form attached as Schedule 8 (Form of Quarterly Project Implementation Report), on the progress in the implementation of the Project, including any factors that have or could reasonably be expected to have a Material Adverse Effect; and

 

(v)with respect to any quarter ending prior to the Project Financial Completion Date, a copy of each leasing contract entered into in respect of any of the Project facilities (except to the extent previously delivered to IFC pursuant to this Section 5.03(a)(vi)).

 

   
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(b) Annual Financial Statements and Reports. As soon as available but in any event within 90 days after the end of each Financial Year, deliver to IFC:

 

(i)two copies of its complete and audited financial statements for that Financial Year (which are in agreement with its books of account and prepared in accordance with the Accounting Standards), together with its Auditors’ audit report on them, all in form satisfactory to IFC;

 

(ii)a management letter and any other communication from its Auditors commenting, with respect to that Financial Year, on, among other things, the adequacy of the Borrower’s financial control procedures, accounting systems and management information system;

 

(iii)a report (in the form pre-agreed by IFC), signed by the Borrower’s chief executive officer or chief financial officer, concerning compliance with the financial covenants in this Agreement (including a clear description of the methodology used in the respective calculations);

 

(iv)a report by the Borrower on its operations during that Financial Year, in the form of, and addressing the matters listed in, Schedule 7 (Quarterly and Annual Operations Report Information); and

 

(v)a statement by the Borrower of all transactions between the Borrower and each of its Affiliates, if any, during that Financial Year, and a certification by the Borrower’s chief executive officer or chief financial officer that those transactions were on the basis of arm’s-length arrangements;

 

(c) Management Letters. Deliver to IFC, promptly following receipt, a copy of any management letter or other communication sent by the Auditors (or any other accountants retained by the Borrower) to the Borrower or its management in relation to the Borrower’s financial, accounting and other systems, management or accounts, if not provided pursuant to Section 5.03(b)(ii);

 

(d) Annual Monitoring Report. Within 90 days after the end of each Financial Year, deliver to IFC the corresponding Annual Monitoring Report (i) confirming compliance with the Action Plan, the social and environmental covenants set forth in Sections 5.01 and 5.02 and Applicable E&S Law, or, as the case may be, identifying any non-compliance or failure, and the actions being taken to remedy it; and (ii) including such Project related information as IFC shall reasonably require in order to measure the ongoing development results of the Project against the indicators specified in Annex F (Performance Indicators) hereto (and which Project related information IFC may hold and use in accordance with IFC’s Access to Information Policy (dated January 1, 2012), the link of which is http://ifcnet.ifc.org/intranet/ifcpolproc.nsf/AttachmentsByTitle/700101IFCPolicyDisclosureInformation_ Effective+Jan+1+2012/$FILE/700101IFCPolicyDisclosureInformation.pdf;

 

(e) Notice of Accidents, Etc. Within 3 days after its occurrence, notify IFC of any social, labor, health and safety, security or environmental incident, accident or circumstance having, or which could reasonably be expected to have, a Material Adverse Effect or material adverse impact on the implementation or operation of the Project in accordance with the Performance Standards, specifying in each case the nature of the incident, accident, or circumstance and any effect resulting or likely to result therefrom, and the measures the Borrower is taking or plans to take to address them and to prevent any future similar event; and keep IFC informed of the on-going implementation of those measures and plans;

 

   
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(f) Partner Matters. Give notice to IFC, concurrently with the Borrower’s notification to its partners, of any meeting of its partners, such notice to include the agenda of the meeting; and, as soon as available, deliver to IFC two copies of: (i) all notices, reports and other communications of the Borrower to its partners, to the extent available, whether any such communication has been made on an individual basis or by way of publication in a newspaper or other communication medium; and (ii) the minutes of all partners’ meetings;

 

(g) Changes to Project; Material Adverse Effect. Promptly notify IFC of any proposed change in the nature or scope of the Project or the business or operations of the Borrower and of any event or condition that has or may reasonably be expected to have a Material Adverse Effect;

 

(h) Litigation, Etc. Promptly upon becoming aware of any litigation or administrative proceedings before any Authority or arbitral body which has or may reasonably be expected to have a Material Adverse Effect, notify IFC by facsimile of that event specifying the nature of that litigation or those proceedings and the steps the Borrower is taking or proposes to take with respect thereto;

 

(i) Default. Promptly upon the occurrence of an Event of Default or Potential Event of Default, notify IFC by facsimile specifying the nature of that Event of Default or Potential Event of Default and any steps the Borrower is taking to remedy it;

 

(j) Other Information. Promptly provide to IFC such other information as IFC from time to time requests about the Borrower, its assets, the Project or any other Credit Party, including without limitation information that IFC requests on behalf of the Participants for the Participants to satisfy requirements under applicable laws and regulations, including those concerning anti-money laundering and combating the financing of terrorism (AML/CFT) or any “know your customer” requirements; and

 

(k) Annual Budget. As soon as available but in any event no later than 60 days prior to the end of each Financial Year, deliver to IFC a copy of the Borrower’s capital and operating budget for the immediately following Financial Year.

 

Section 5.04. Insurance.

 

(a) Insurance Requirements and Borrower’s Undertakings. Unless IFC otherwise agrees, the Borrower shall:

 

(i)insure and keep insured, with financially sound and reputable insurers, its assets and business against insurable losses, including the insurances specified in Annex C (Insurance Requirements);

 

(ii)promptly notify the relevant insurer of any claim under any policy written by that insurer and diligently pursue that claim;

 

  (iii) comply with all warranties and conditions under each insurance policy;

 

(iv)not do or omit to do, or permit to be done or not done, anything which might prejudice the Borrower’s, or, where IFC is a loss payee or an additional named insured, IFC’s right to claim or recover under any insurance policy; and

 

   
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(v)not vary, rescind, terminate, cancel or cause a material change to any insurance policy required in Annex C (Insurance Requirements) (to the extent such variation, termination, cancelation or change would result in a reduction in coverage);

 

provided always that if at any time and for any reason any insurance required to be maintained under this Agreement shall not be in full force and effect, then IFC shall thereupon or at any time while the same is continuing be entitled (but have no obligation) on its own behalf to procure that insurance at the expense of the Borrower and to take all such steps to minimize hazard as IFC may consider expedient or necessary.

 

(b) Policy Provisions. Each insurance policy required in Annex C (Insurance Requirements) shall be on terms and conditions acceptable to IFC, and shall contain provisions to the effect that:

 

(i)no policy can be terminated, canceled or suspended by the Borrower or the insurer for any reason unless IFC and, in the case of termination or if cancellation or suspension is initiated by the insurer, the Borrower receive at least 45 days’ notice (or such lesser period as IFC may agree) prior to the effective date of such termination, cancellation or suspension;

 

(ii)IFC is named as additional named insured on all liability insurance required in Annex C (Insurance Requirements), other than section 3 of such Annex;

 

(iii)contractors working at the project site during construction works are named as additional named insured on liability insurance required in Annex C (Insurance Requirements); and

 

(iv)on every insurance policy on the Borrower’s assets which are the subject of the IFC Security and for business interruption or advance loss of profits, IFC is named as loss payee for any claim, or any series of claims arising with respect to the same event, whose aggregate amount is the equivalent of $1,000,000 or more.

 

(c) Application of Proceeds.

 

(i)At its discretion, IFC may remit the proceeds of any insurance paid to it to the Borrower to repair or replace the relevant damaged assets or may apply those proceeds towards any amount payable to IFC under this Agreement, including to repay or prepay all or any part of the Loan in accordance with Section 2.06 (Prepayment); provided that there shall be no minimum amount or notice period for any such prepayment.

 

(ii)The Borrower shall use any insurance proceeds it receives (whether from IFC or directly from the insurers) for loss of or damage to any asset solely to replace or repair that asset.

 

(d) Reporting Requirements. Unless IFC otherwise agrees, the Borrower shall provide to IFC the following:

 

(i)as soon as possible after its occurrence, notice of any event which entitles the Borrower to claim for an aggregate amount exceeding the equivalent of $500,000 under any one or more insurance policies;

 

   
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(ii)within 30 days of renewal of an insurance policy required in Annex C (Insurance Requirements) (other than those in section 3 of such Annex), a copy of that policy; and

 

(iii)any other insurance-related information or documents as IFC requests from time to time.

 

ARTICLE VI

 

Events of Default

 

Section 6.01. Acceleration after Default. If any Event of Default occurs and is continuing (whether it is voluntary or involuntary, or results from operation of law or otherwise), IFC may, by notice to the Borrower, require the Borrower to repay the Loan or such part of the Loan as is specified in that notice. On receipt of any such notice, the Borrower shall immediately repay the Loan (or that part of the Loan specified in that notice) and pay all interest accrued on it, the prepayment premium specified in Section 2.06 on the amount of the Loan whose payment is accelerated and any other amounts then payable under this Agreement. The Borrower waives any right it might have to further notice, presentment, demand or protest with respect to that demand for immediate payment.

 

Section 6.02. Events of Default. It shall be an Event of Default if:

 

(a) Failure to Pay Principal or Interest. The Borrower fails to pay when due any part of the principal of, or interest on, the Loan and such failure continues for a period of 5 days;

 

(b) Failure to Pay Other IFC Loans. The Borrower or the Guarantor fails to pay when due any part of the principal of, or interest on, any loan from IFC to the Borrower or the Guarantor other than the Loan and any such failure continues for the relevant grace period allowed for in the agreement providing for that loan;

 

(c) Failure to Comply with Obligations. The Borrower fails to comply with any of its obligations under this Agreement or any other Transaction Document (excluding Section 5.02(x) (Participant Sanctions Regime)) or any other agreement between the Borrower and IFC (other than for the payment of the principal of, or interest on, the Loan or any other loan from IFC to the Borrower), and any such failure continues for a period of 30 days after the date on which IFC notifies the Borrower of that failure;

 

(d) Failure by Other Parties to Comply with Obligations. Any party to a Transaction Document (other than IFC or the Borrower) fails to observe or perform any of its obligations under that Transaction Document, and any such failure continues for a period of (i) in the case of any such failure by the Sponsor under Section 2.03(c)(ii) (Withdrawals from Account) or 3.04(g)(ii) (Covenants of Sponsor) of the Cash Collateral Account Security Agreement, 5 days and (ii) in the case of any other such failure, 30 days after, in each case, the date on which IFC notifies the Borrower of that failure;

 

   
 - 59 - 

 

(e) Misrepresentation. Any representation or warranty made by any Credit Party in Article III or in any other Financing Document (other than in Section 3.01(t) (Participant Sanctions Regime)) or in connection with the execution of, or any request (including a request for Disbursement) under, this Agreement or any other Transaction Document is found to be incorrect in any material respect;

 

(f) Expropriation, Nationalization, Etc. Any Authority condemns, nationalizes, seizes, or otherwise expropriates all or any substantial part of the property or other assets of any Credit Party or of its share capital, or assumes custody or control of that property or other assets or of the business or operations of such Credit Party or of its share capital, or takes any action for the dissolution or disestablishment of such Credit Party or any action that would prevent such Credit Party or its officers from carrying on all or a substantial part of its business or operations;

 

(g) Involuntary Proceedings. A decree or order by a court is entered against any Credit Party:

 

(i)adjudging such Credit Party bankrupt or insolvent;

 

(ii)approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of, or with respect to, such Credit Party under any applicable law;

 

(iii)appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Credit Party or of any substantial part of its property or other assets; or

 

(iv)ordering the winding up or liquidation of its affairs; or any petition is filed seeking any of the above and is not dismissed within 60 days;

 

(h) Voluntary Proceedings. Any Credit Party:

 

  (i) requests a moratorium or suspension of payment of Liabilities from any court;

 

  (ii) institutes proceedings or takes any form of corporate action to be liquidated, adjudicated bankrupt or insolvent;

 

(iii)consents to the institution of bankruptcy or insolvency proceedings against it;

 

(iv)files a petition or answer or consent seeking a concordat or other form of composition with its creditors or reorganization or relief under any applicable law, or consents to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower or of any substantial part of its property;

 

  (v) makes a general assignment for the benefit of creditors; or

 

(vi)admits in writing its inability to pay its Liabilities generally as they become due or otherwise becomes insolvent;

 

   
 - 60 - 

 

(i) Judgments; Attachment. (i) a final, non-appealable judgment, arbitral award or order is issued against the Borrower in an amount in excess of the equivalent of $750,000 or (ii) an attachment or analogous process is levied or enforced upon or issued against any of the assets of any Credit Party for an amount in excess of the equivalent of $750,000 and is not discharged within 30 days;

 

(j) Analogous Events to Bankruptcy. Any other event occurs which under any applicable law would have an effect analogous to any of those events listed in Section 6.02(g), Section 6.02(h) and Section 6.02(i);

 

(k) Cross-Default. Any Credit Party fails to make any payment in respect of any of its Liabilities (other than the Loan or any other loan from IFC to the Borrower or the Guarantor) or to perform any of its obligations under any agreement pursuant to which there is outstanding any Liability, and any such failure continues for more than any applicable period of grace or any such Liability becomes prematurely due and payable or is placed on demand;

 

(l) Failure to Maintain Authorizations. Any Authorization necessary for any Credit Party to perform and observe its obligations under any Transaction Document, or to carry out the Project, is not obtained when required or is rescinded, terminated, lapses or otherwise ceases to be in full force and effect, including with respect to the remittance to IFC or its assignees, in the Loan Currency, of any amounts payable under any Transaction Document, and is not restored or reinstated within 30 days of notice by IFC to the Borrower requiring that restoration or reinstatement;

 

(m) Revocation, Etc., of Security Documents. Any Security Document or any of its provisions:

 

(i)is revoked, terminated or ceases to be in full force and effect or ceases to provide the security intended, without, in each case, the prior consent of IFC;

 

(ii)becomes unlawful or is declared void; or (iii) is repudiated or its validity or enforceability is challenged by any Person and any such repudiation or challenge continues for a period of 30 days during which period such repudiation or challenge has no effect;

 

(n) Revocation, Etc., of Financing Documents. Any Financing Document (other than a Security Document) or any of its provisions:

 

(i)is revoked, terminated or ceases to be in full force and effect without, in each case, the prior consent of IFC, and that event, if capable of being remedied, is not remedied to the satisfaction of IFC within 30 days of IFC’s notice to the Borrower; or

 

   
 - 61 - 

 

(ii) becomes unlawful or is declared void; or

 

(iii)is repudiated or the validity or enforceability of any of its provisions at any time is challenged by any Person and such repudiation or challenge is not withdrawn within 30 days of IFC’s notice to the Borrower requiring that withdrawal; provided that no such notice shall be required or, as the case may be, the notice period shall terminate if and when such repudiation or challenge becomes effective; and

 

(o) Non-Performance of Project Documents. Any of Project Document:

 

(i)is breached by any party to it and such breach has or could reasonably be expected to have a Material Adverse Effect; or

 

(ii)is revoked, terminated or ceases to be in full force and effect without the prior consent of IFC, or performance of any of the material obligations under any such agreement becomes unlawful or any such agreement is declared to be void or is repudiated or its validity or enforceability at any time is challenged by any party to it.

 

(p) Material Adverse Effect. Any event or circumstance occurs which in the opinion of the IFC is reasonably likely to have a Material Adverse Effect.

 

(r) Change of Control/Equity Transfer Any of the following occurs:

 

(i) a Change of Control;

 

(ii) a Non-Permitted Equity Transfer.

 

Section 6.03. Bankruptcy. If the Borrower is liquidated or declared bankrupt, the Loan, all interest accrued on it and any other amounts payable under this Agreement will become immediately due and payable without any presentment, demand, protest or notice of any kind, all of which the Borrower waives.

 

ARTICLE VII

 

Miscellaneous

 

Section 7.01. Saving of Rights. (a) The rights and remedies of IFC in relation to any misrepresentation or breach of warranty on the part of the Borrower shall not be prejudiced by any investigation by or on behalf of IFC or any of the Participants into the affairs of the Borrower, by the execution or the performance of this Agreement, any Participation Agreement or by any other act or thing which may be done by or on behalf of IFC or any of the Participants in connection with this Agreement or any Participation Agreement and which might prejudice such rights or remedies.

 

 
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(b) No course of dealing or waiver by IFC in connection with any condition of Disbursement of the Loan under this Agreement shall impair any right, power or remedy of IFC with respect to any other condition of Disbursement, or be construed to be a waiver thereof; nor shall the action of IFC with respect to any Disbursement affect or impair any right, power or remedy of IFC with respect to any other Disbursement.

 

(c) Unless otherwise notified to the Borrower by IFC and without prejudice to the generality of Section 7.01(b), the right of IFC to require compliance with any condition under this Agreement that may be waived by IFC with respect to any Disbursement is expressly preserved for the purposes of any subsequent Disbursement.

 

(d) No course of dealing and no failure or delay by IFC in exercising, in whole or in part, any power, remedy, discretion, authority or other right under this Agreement or any other agreement shall waive or impair, or be construed to be a waiver of, such or any other power, remedy, discretion, authority or right under this Agreement, or in any manner preclude its additional or future exercise; nor shall the action of IFC with respect to any default, or any acquiescence by it therein, affect or impair any right, power or remedy of IFC with respect to any other default.

 

Section 7.02. Notices. Any notice, request or other communication to be given or made under this Agreement shall be in writing. Subject to Section 5.03(h) and (i) (Reporting Requirements) and Section 7.05 (Applicable Law and Jurisdiction), any such communication may be delivered by hand, facsimile or established courier service to the party’s address specified below or at such other address as such party notifies to the other party from time to time, and will be effective upon receipt.

 

For the Borrower:

 

LatAm Logistic PER PropCo Lurin I S.R.L.

Av. Juan de Arona 0151, Suite 701B, Floor 7

San Isidro, Lima, Peru

Attention: Alvaro Chinchayan, Country Manager

 

For IFC:

 

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

 

Facsimile: 202-974-4321
   
Attention: Director
  Manufacturing, Agribusiness and Services Department

 

With a copy (in the case of communications relating to payments) sent to the attention of the Director, Department of Financial Operations, at:

 

Facsimile: 202-522-3064

 

With an electronic copy (in the case of all reports and notices to be given under Section 5.03 (Reporting Requirements)) sent to the attention of the Manager, B Loan Management Unit, at:

 

syndicatedloanreports@ifc.org.

 

 
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Section 7.03. English Language. (a) All documents to be provided or communications to be given or made under this Agreement shall be in the English language.

 

(b) To the extent that the original version of any document to be provided, or communication to be given or made, to IFC under this Agreement or any other Transaction Document is in a language other than English, that document or communication shall be accompanied by an English translation certified by an Authorized Representative to be a true and correct translation of the original. IFC may, if it so requires, obtain an English translation of any document or communication received in a language other than English at the cost and expense of the Borrower. IFC may deem any such English translation to be the governing version between the Borrower and IFC.

 

Section 7.04. Term of Agreement. This Agreement shall continue in force until all monies payable under it have been fully paid in accordance with its provisions.

 

Section 7.05. Applicable Law and Jurisdiction.

 

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America.

 

(b) For the exclusive benefit of IFC, the Borrower irrevocably agrees that any legal action, suit

 

or proceeding arising out of or relating to this Agreement may be brought in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. By the execution of this Agreement, the Borrower irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law.

 

(c) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise sue the Borrower in the Country or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrower in any manner authorized by the laws of any such jurisdiction.

 

(d) The Borrower hereby irrevocably designates, appoints and empowers Corporation Service Company, with offices currently located at 1180 Avenue of the Americas, Suite 210, New York, New York 10036, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in the State of New York in respect of this Agreement.

 

 
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(e) As long as this Agreement remains in force, the Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, United States of America, with respect to this Agreement. The Borrower shall keep IFC advised of the identity and location of such agent.

 

(f) The Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower, at its address specified pursuant to Section 7.02 (Notices). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrower.

 

(g) Service in the manner provided in Sections 7.05 (d), (e) and (f) in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrower as such and will be valid and binding upon the Borrower for all purposes of any such action, suit or proceeding.

 

(h) The Borrower irrevocably waives to the fullest extent permitted by Applicable Law:

 

(i)any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this section;

 

(ii)any claim that any such action, suit or proceeding has been brought in an inconvenient forum;

 

(iii)its right of removal of any matter commenced by IFC in the courts of the state of New York to any court of the United States Of America; and

 

(iv)any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by IFC.

 

(i) To the extent that the Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other Transaction Document to which it is a party, from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction.

 

(j) The Borrower hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. THE BORROWER HEREBY WAIVES ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, BROUGHT AGAINST IFC IN ANY FORUM IN WHICH IFC IS NOT ENTITLED TO IMMUNITY FROM A TRIAL BY JURY.

 

 
-65-

 

(k) To the extent that the Borrower may, in any action, suit or proceeding brought in any of the courts referred to in Section 7.05(b) or a court of the Country or elsewhere arising out of or in connection with this Agreement or any other Transaction Document to which the Borrower is a party, be entitled to the benefit of any provision of law requiring IFC in such action, suit or proceeding to post security for the costs of the Borrower, or to post a bond or to take similar action, the Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the laws of the Country or, as the case may be, the jurisdiction in which such court is located.

 

Section 7.06. Disclosure of Information. (a) IFC may disclose any documents or records of, or information about, this Agreement or any other Transaction Document, or the assets, business or affairs of the Borrower to: (i) its outside counsel, auditors and rating agencies, (ii) any Person who intends to purchase a participation in a portion of the Loan or any Participant, and (iii) any other Person as IFC may deem appropriate in connection with any proposed sale, transfer, assignment or other disposition of IFC’s rights under this Agreement or any Transaction Document or otherwise for the purpose of exercising any power, remedy, right, authority, or discretion relevant to this Agreement or any other Transaction Document.

 

(b) The Borrower acknowledges and agrees that, notwithstanding the terms of any other agreement between the Borrower and IFC, a disclosure of information by IFC in the circumstances contemplated by Section 7.06(a) does not violate any duty owed to the Borrower under this Agreement or under any such other agreement.

 

Section 7.07. Successors and Assignees. This Agreement binds and benefits the respective successors and assignees of the parties. However, the Borrower may not assign or delegate any of its rights or obligations under this Agreement without the prior consent of IFC.

 

Section 7.08. Amendments, Waivers and Consents. Any amendment or waiver of, or any consent given under, any provision of this Agreement shall be in writing and, in the case of an amendment, signed by the parties.

 

Section 7.09. Counterparts. This Agreement may be executed in several counterparts, each of which is an original, but all of which together constitute one and the same agreement.

 

Section 7.10. No Novation. The parties hereto hereby acknowledge and agree that this Agreement is not, and shall not be construed as, a novation of, or termination of the obligations under, the Original Loan Agreement or as a payment and readvance of any loan principal, interest or other sums, if any, outstanding under the Original Loan Agreement, and all of the respective rights, liabilities, duties and the obligations of the parties to the Original Loan Agreement are continued on the terms, provisions and conditions set forth herein in this amendment and restatement thereof.

 

[Remainder of page intentionally left blank]

 

 
 

 

 

 
 

 

 

 
A-1

 

ANNEX A

 

PROJECT COST AND FINANCIAL PLAN

 

Project Cost
   US$ thousand   % of total 
Land   26,266    24%
Land development Costs   13,392    12%
Hard Costs   31,586    29%
Soft Costs   4,676    4%
Tenant Improvement   8,321    8%
Initial Leasing Costs   1,544    1%
Amortizing Tenant Improvements (ATI)   6,116    6%
I/Co Acquisition & Development Fees   3,322    3%
Direct Project Cost   95,224    86%
Interest during Construction   5,713    5%
Other financing costs   1,955    2%
WC (VAT receivables)   4,810    4%
Preoperational expenses (I/Co Fees)   2,754    2%
Total   110,456    100%

 

* Net of loan principal payments

 

Financial Plan
   US$ thousand   % of total 
Total Debt   53,000    48%
Tranche 1   27,100    25%
IFC A 1 Loan   19,500    18%
IFC B 1 Loan   7,600    7%
Tranche 2   25,900    23%
IFC A 2 Loan   19,500    18%
IFC B 2 Loan   6,400    6%
           
Total Equity + CFO + Contingent Equity for ATI   57,456    52%
Equity (excluding I/Co fees)   43,463    39%
Equity for I/Co Fees   6,077    6%
Cash from Operations (CFO)*   4,800    4%
Contingent Equity for ATI   3,116    3%
Total   110,456    100%

 

 
 

 

ANNEX A

 

BORROWER/PROJECT AUTHORIZATIONS

 

(See Sections 3.01(d), 4.01(e), 4.03(c) and 4.04(d) of the Amended and Restated Loan Agreement)

 

Section (1). Authorizations Already Obtained

 

(a)Resolution of the corresponding corporate body of the Borrower approving receiving the Loan, entering into the Transaction Documents to which it is a party and into the Sponsor Management Services Agreements to which it is a party and to amend and restate the Original Credit Agreement and each Security Document and if applicable, such Management Services Agreements, in each case, in connection with the transactions contemplated hereby, and to perform all the activities and comply with all of the obligations assumed by it under such Transaction Documents and Management Services Agreements (in each case, as so amended and restated, if applicable);

 

(b)License issued by the Municipality of Lurin and any other applicable resolutions issued by the corresponding Authority by means of which the project of urban development or habilitation of the Phase 1 Property (Proyecto de Habilitación Urbana) has been approved.

 

(c)Resolution of the corresponding corporate body of the Guarantor approving entering into the Transaction Documents to which it is, or is intended to be, a party and into the Sponsor Management Services Agreements to which it is a party and, if applicable, to amend and restate such Transaction Documents and such Management Services Agreements, in each case, in connection with the transactions contemplated hereby and to perform all the activities and comply with all of the obligations assumed under the Transaction Documents and Management Services Agreements (in each case, as so amended and restated, if applicable);

 

(d)Resolution of the corresponding corporate body of the Sponsor approving entering into the Transaction Documents to which it is, or is intended to be, a party and, if applicable, to amend and restate such Transaction Documents in connection with the transactions contemplated hereby and to perform all the activities and comply with all of the obligations assumed under the Transaction Documents (as so amended and restated, if applicable);

 

(e)Building License (Licencia de Edificación) for Building 100, issued by the Municipality of Lurin;

 

(f)Building License (Licencia de Edificación) for Building 200, issued by the Municipality of Lurin; and

 

(g)Building License (Licencia de Edificación) for Building 300, issued by the Municipality of Lurin.

 

 
B-1

 

Section (2). Authorizations to be Obtained Prior to the First Disbursement of the Tranche 2 Loans

 

(a)The resolution(s) of (i) reception of the works of the urban development (Recepción de Obras de Habilitación Urbana) to be developed over the Phase 1 Property, to be issued by the Municipality of Lurin and (ii) reception of the works of the urban development (Recepción de Obras de Habilitación Urbana) to be developed over the Phase 2 Property, to be issued by the Municipality of Lurin;

 

(b)Certificate(s) of Technical Inspection of Security in Buildings (Certificado(s) de Inspección Técnica de Seguridad en Edificaciones) corresponding to: (i) the Phase 1 Property or sections of the Phase 1 Property to be operated directly by the Borrower (and, for the avoidance of doubt, not to sections of the Phase 1 Property to be operated directly by lessors); and (ii) the common areas (áreas de propiedad común) that could exist within the Phase 1 Property, to be issued by the Municipality of Lurin or the Municipality of Lima, as applicable; and

 

(c)Building License (Licencia de Edificación) for Building 400, to be issued by the Municipality of Lurin.

 

Section (3). Authorizations to be Obtained Following the First Disbursement of the Tranche 2 Loans

 

(a)Building License (Licencia de Edificación) for Building 500, to be issued by the Municipality of Lurin;

 

(b)Building License (Licencia de Edificación) for Building 600, to be issued by the Municipality of Lurin;

 

(c)Resolution(s) of Conformity of the Works (Conformidad de Obra) and Construction Certificate (Declaratoria de Fábrica) corresponding to Building 100, to be issued by the Municipality of Lurin;

 

(d)Resolution(s) of Conformity of the Works (Conformidad de Obra) and Construction Certificate (Declaratoria de Fábrica) corresponding to Building 200, to be issued by the Municipality of Lurin;

 

(e)Resolution(s) of Conformity of the Works (Conformidad de Obra) and Construction Certificate (Declaratoria de Fábrica) corresponding to Building 300, to be issued by the Municipality of Lurin;

 

(f)Registration of the Construction Certificate (Declaratoria de Fábrica) corresponding to Building 100 in File No. 13694718 of the Real Estate Public Registry (Registro de Predios) of the Registration Office of Lima;

 

 
B-2

 

(g)Registration of the Construction Certificate (Declaratoria de Fábrica) corresponding to Building 200 in File No. 13694718 of the Real Estate Public Registry (Registro de Predios) of the Registration Office of Lima;

 

(h)Registration of the Construction Certificate (Declaratoria de Fábrica) corresponding to Building 300 in File No. 13694718 of the Real Estate Public Registry (Registro de Predios) of the Registration Office of Lima;

 

(i)Resolution(s) of Conformity of the Works (Conformidad de Obra) and Construction Certificate (Declaratoria de Fábrica) corresponding to Building 400, to be issued by the Municipality of Lurin;

 

(j)Resolution(s) of Conformity of the Works (Conformidad de Obra) and Construction Certificate (Declaratoria de Fábrica) corresponding to Building 500, to be issued by the Municipality of Lurin;

 

  (k) Resolution(s) of Conformity of the Works (Conformidad de Obra) and Construction Certificate (Declaratoria de Fábrica) corresponding to Building 600, to be issued by the Municipality of Lurin;

 

(l)Registration of the Construction Certificate (Declaratoria de Fábrica) corresponding to Building 400 in the relevant file of the Real Estate Public Registry (Registro de Predios) of the Registration Office of Lima;

 

(m)Registration of the Construction Certificate (Declaratoria de Fábrica) corresponding to Building 500 in the relevant fileof the Real Estate Public Registry (Registro de Predios) of the Registration Office of Lima;

 

(n)Registration of the Construction Certificate (Declaratoria de Fábrica) corresponding to Building 600 in the relevant fileof the Real Estate Public Registry (Registro de Predios) of the Registration Office of Lima;

 

(o)Certificate(s) of Technical Inspection of Security in Buildings (Certificado(s) de Inspección Técnica de Seguridad en Edificaciones) corresponding to: (i) the Phase 2 Property or sections of the Phase 2 Property to be operated directly by the Borrower (and, for the avoidance of doubt, not to sections of the Phase 2 Property to be operated directly by lessors); and (ii) the common areas (áreas de propiedad común) that could exist within the Phase 2 Property; to be issued by the Municipality of Lurin or the Municipality of Lima, as applicable; and

 

(p)Operating License(s) (Licencia de Funcionamiento) for the development of the Project over the Phase 2 Property or sections of the Phase 2 Property to be operated directly by the Borrower (and, for the avoidance of doubt, not to sections of the Phase 1 Property to be operated directly by lessors), to be issued by the Municipality of Lurin.

 

 
C-1

 

ANNEX C

 

INSURANCE REQUIREMENTS

 

IFC to be named as (i) loss payee on policies insuring assets forming part of the IFC Security and on business interruption policies and (ii) an additional named insured on liability policies (other than those in section 3 of this Annex).

 

1. CONSTRUCTION WORKS

 

 

  a) Construction all risks, owner-controlled1, for each building under construction, based on full contract value and including:

 

(i) strike, riot & civil commotion;

(ii) debris removal;

(iii) extra expenses;

(iv) extended maintenance period;

(v) third party liability; and

(vi) designer’s risks.

 

  b) Marine cargo (including war) on transportation of key plant/equipment, unless shipments are on CIF2 project site (or comparable) basis.

 

c)Advance loss of profits covering debt service (including principal and interest), fixed costs and increased cost of working during indemnity period of twelve (12) months from the anticipated scheduled commercial operations start date.

 

2. ONGOING AND FUTURE OPERATIONS

 

a)Fire and named perils (including natural perils, and strike, riot & civil commotion) or property all risks, based on new replacement cost of assets.

 

  b) Business interruption following 2a) covering loss of net income (rental payments) with

 

indemnity period of twelve (12) months minimum and including:

 

(i) denial of access;

(ii) suppliers’ and customers’ extension;

(iii) utilities;

(iv) professional fees; and

(v) interim payments.

 

 

1 Owner-controlled indicates insurance purchased by owner rather than contractor
2 CIF: Cost, Insurance and Freight

 
C-2

 

  c) General liability with a minimum limit of USD 20,000,000 per occurrence or as agreed with IFC, including coverage for:

 

(i)liability for loss of or damage to tenant’s property, including goods in storage and auto vehicles;
  (ii) liability during minor construction works;
  (iii) coverage for subcontractors; and
  (iv) parking liability.

 

3. AT ALL TIMES

 

  a) All insurances required by applicable laws and regulations;

 

b)Title insurance (to be confirmed and/or waived prior to disbursement based on legal opinion from local counsel);

 

c)The Borrower shall cause the contractors to comply with all insurance requirements in the EPC contracts, including, inter alia, maintenance of Professional Liability insurance, construction bond (if applicable), as well as any other insurances as is customary, desirable or necessary to comply with local or other requirements, such as Workers’ Compensation and Employers’ Liability insurance in relation to all workmen employed in the construction of the Project, construction plant, machinery and equipment insurance, motor vehicle liability insurance for all vehicles owned, hired, leased, used or borrowed for use in connection with the Project.

 

d) The Borrower shall cause the tenants to arrange:

 

(i)construction insurance (covering material loss of or damage to contract works and third party liability, including damage to the Borrower’s and other tenants’ property) during performance of construction / fit-out works in the rented premises;
  (ii) property damage insurance for their assets and inventory;
(iii)third party liability insurance covering, inter alia, damage to the Borrower’s and other tenants’ property; and
  (iv) all insurances required by applicable laws and regulations.

 

e)Promptly following the receipt of a notice from IFC from time to time, the Borrower shall cover any material change in the identified risk exposure of the Borrower related to the Project, its business or assets:

 

  (i) obtain such additional insurance coverage of risks or liabilities that are not specified in this Annex C as would from time to time be obtained by a prudent company on terms and conditions acceptable to IFC; and/or
  (ii) make such modifications to the terms, conditions, amounts or deductibles of any insurance policy required this Annex C as IFC may determine; and/or
(iii)make such modifications to the amounts and deductibles of any required insurance policy to take account of inflationary and other relevant factors;

 

provided always that if at any time and for any reason any insurance required to be maintained under this Agreement shall not be in full force and effect, then IFC shall thereupon, or at any time while the same is continuing, be entitled (but have no obligation) on its own behalf to procure that insurance at the expense of the Borrower and to take all such steps to minimize hazard as IFC may consider expedient or necessary.

 

 
D-1

 

ANNEX D

 

ANTI-CORRUPTION GUIDELINES FOR IFC TRANSACTIONS

 

The purpose of these Guidelines is to clarify the meaning of the terms “Corrupt Practices”, “Fraudulent Practices”, “Coercive Practices”, “Collusive Practices” and “Obstructive Practices” in the context of IFC operations.

 

1. CORRUPT PRACTICES

 

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

 

INTERPRETATION

 

A.Corrupt practices are understood as kickbacks and bribery. The conduct in question must involve the use of improper means (such as bribery) to violate or derogate a duty owed by the recipient in order for the payor to obtain an undue advantage or to avoid an obligation. Antitrust, securities and other violations of law that are not of this nature are excluded from the definition of corrupt practices.

 

B.It is acknowledged that foreign investment agreements, concessions and other types of contracts commonly require investors to make contributions for bona fide social development purposes or to provide funding for infrastructure unrelated to the project. Similarly, investors are often required or expected to make contributions to bona fide local charities. These practices are not viewed as Corrupt Practices for purposes of these definitions, so long as they are permitted under local law and fully disclosed in the payor’s books and records. Similarly, an investor will not be held liable for corrupt or fraudulent practices committed by entities that administer bona fide social development funds or charitable contributions.

 

C.In the context of conduct between private parties, the offering, giving, receiving or soliciting of corporate hospitality and gifts that are customary by internationally- accepted industry standards shall not constitute corrupt practices unless the action violates applicable law.

 

D.Payment by private sector persons of the reasonable travel and entertainment expenses of public officials that are consistent with existing practice under relevant law and international conventions will not be viewed as Corrupt Practices.

 

 
D-2

 

ANNEX D

 

E.The World Bank Group does not condone facilitation payments. For the purposes of implementation, the interpretation of “Corrupt Practices” relating to facilitation payments will take into account relevant law and international conventions pertaining to corruption.

 

2. FRAUDULENT PRACTICES

 

A “Fraudulent Practice” is any action or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.

 

INTERPRETATION

 

A.An action, omission, or misrepresentation will be regarded as made recklessly if it is made with reckless indifference as to whether it is true or false. Mere inaccuracy in such information, committed through simple negligence, is not enough to constitute a “Fraudulent Practice” for purposes of this Agreement.

 

B.Fraudulent Practices are intended to cover actions or omissions that are directed to or against a World Bank Group entity. It also covers Fraudulent Practices directed to or against a World Bank Group member country in connection with the award or implementation of a government contract or concession in a project financed by the World Bank Group. Frauds on other third parties are not condoned but are not specifically sanctioned in IFC, MIGA, or PRG operations. Similarly, other illegal behavior is not condoned, but will not be considered as a Fraudulent Practice for purposes of this Agreement.

 

3. COERCIVE PRACTICES

 

A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.

 

INTERPRETATION

 

A.Coercive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

 

  B. Coercive Practices are threatened or actual illegal actions such as personal injury or abduction, damage to property, or injury to legally recognizable interests, in order to obtain an undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the exercise of legal or contractual remedies or litigation.

 

 
D-3

 

4. COLLUSIVE PRACTICES

 

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

 

INTERPRETATION

 

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

 

5. OBSTRUCTIVE PRACTICES

 

An “Obstructive Practice” is (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) acts intended to materially impede the exercise of IFC’s access to contractually required information in connection with a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice .

 

INTERPRETATION

 

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory, legal or constitutional rights such as the attorney-client privilege, regardless of whether such action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

 

GENERAL INTERPRETATION

 

A person should not be liable for actions taken by unrelated third parties unless the first party participated in the prohibited act in question.

 

 
E-1

 

ANNEX E

 

PROJECT SCHEDULE

 

Building   Completion Date
Building 100   May 31, 2018
Building 200   July 7, 2019
Building 300   December 31, 2019
Building 400   September 30, 2020
Building 500   December 31, 2020
Building 600   March 31, 2021

 

 
F-1

 

ANNEX F

 

 

PERFORMANCE INDICATORS

 

Brief outcome description   Indicator   Baseline 2017   Target: 2022
Returns to society   Transfers to government (taxes paid; US$ million)   0   1.10
Increased employment opportunities   Construction employment (#)   0   400
  Operations direct and indirect employment (#)   0   800
Infrastructure development   Warehousing space built (square meters of gross leasable area)   0   124,100
Resource Efficiency   Obtaining Green Building certification   No   Yes
Linkages with local small and medium enterprises   Purchases from domestic suppliers (US$ million)   0   1.2
Demonstration Effect   Establishment of new class standard   N/A   Yes

 

 
G-1

 

ANNEX G

 

ACTION PLAN

 

No. Item   Deliverable   Due Date
PS1 - Assessment and Management of Environmental and Social Risks and Impacts
 
1 Management Programs: The Borrower to include contractual obligations for its main construction contractors to develop, coordinate and implement the measures specified on the EMP and those needed to comply with the Performance Standards, including but not limited to: i) emergency response, ii) waste management, iii) monitoring and review of environmental and OHS performance, and iv) monitoring of working conditions ensuring freedom of association, no child or forced labor, management of grievances, proper OHS measures and training.   Contract templates acceptable to IFC   July 1st, 2017 (COD)
           
2 Emergency Response: The Borrower will develop an emergency response plan for construction activities that will consider the relevant potential emergencies for both operational and natural hazards in the area (earthquake, flash floods, etc.).   Emergency Response Plan acceptable to IFC   August 1st, 2017
           
3 Monitoring and Review: Define relevant environmental and OHS key performance indicators and corresponding monitoring strategy during construction.   Monitoring plan acceptable to IFC   June 15th, 2017
           
PS 2 - Labor and Working Conditions        
         
4 The Borrower to develop an internal grievance mechanism in place for all employees working on the project site.   Copy of Grievance Mechanism acceptable to IFC   June 15th, 2017
           
PS 3 – Resource Efficiency and Pollution Prevention        
         
5 The Borrower shall obtain the relevant permit for reuse of treated effluent for irrigation purposes.   Submit discharge permit to IFC   December 1st, 2017
           
PS 4 – Community Health, Safety and Security        
         
6 The Borrower will ensure that security contractors are adequately trained in the use of force and appropriate conduct toward workers and nearby residents, have not been implicated records of past abuses and follow the local requirements for security contractors.   Supporting policies and documentation from Security Contractors acceptable to IFC   August 1st, 2017
           
Stakeholder Engagement        
         
7 The Borrower to develop a grievance mechanism to capture and respond to any concern that the neighboring communities may have during construction activities.   Copy of procedure acceptable to IFC   June 15th, 2017

 

 
H-1

 

ANNEX H

 

PARTICIPANT SANCTIONS REGIMES

 

(See Section 3.01(t) and Section 5.02(x) of the Amended and Restated Loan Agreement)

 

For purposes of Section 3.01(t) and Section 5.02(x) of the Amended and Restated Loan Agreement:

 

Participant Sanctions Regime” shall mean the trade, economic and financial sanctions laws, regulations or embargoes administered, enacted or enforced by:

 

  (a) the United Nations Security Council under Chapter VII of the United Nations Charter;
     
  (b) the United States;3
     
  (c) the European Union;
     
  (d) the United Kingdom; and
     
  (e) the respective governmental institutions and agencies of any of the foregoing, including without limitation the Office of Foreign Assets Control of the US Department of Treasury, the United States Department of State, and Her Majesty’s Treasury (together, the “Sanctions Authorities”); and

 

Restricted Party” shall mean a Person that is:

 

  (a) listed on, or directly or indirectly owned (50% or more) or controlled by a Person listed on, or acting on behalf or at the direction of a Person listed on, any sanctions list issued pursuant to any Participant Sanctions Regime;
     
  (b) located in, incorporated under the laws of, or directly or indirectly majority owned or controlled by a Person located in or organized under the laws of a country or territory that is the target of any comprehensive, country-wide or territory-wide Participant Sanctions Regime; or otherwise a target of economic sanctions (“target of economic sanctions” signifying a Person with whom a national of the jurisdiction of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities).

 

 

3 Note that in relations to US sanctions, IFC will only agree to include federal level sanctions.

 

 
S1-1

 

SCHEDULE 1

 

FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY

 

(See Section 1.01, Section 4.03(f) and Section 4.04(e) of the Amended and Restated Loan

Agreement)

 

[Credit Party’s Letterhead]

 

[Date]

International Finance Corporation (“IFC”)

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

 

Attention: Director Manufacturing, Agribusiness and Services Department

 

Re: Peru/IFC Investment Number 40154

 

Ladies and Gentlemen:

 

Certificate of Incumbency and Authority

 

We refer to the Amended and Restated Loan Agreement between IFC and LatAm Logistic PER PropCo Lurin I S.R.L. dated as of [•], 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), [and the [insert relevant Financing Document, to the extent the Credit Party delivering this certificate is not the Borrower]]. Capitalized terms used but not defined herein have the meaning given to such term in the Loan Agreement. I, the undersigned [Chairman/Director] of [insert name of Credit Party] (the “Credit Party”), duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the persons [each] [any two] of whom are, and will continue to be, authorized:

 

(a) [to sign on behalf of the Credit Party the requests for the disbursement of funds provided for in Section 2.02 of the Loan Agreement;

 

(b) to sign the certifications provided for in Article IV of the Loan Agreement; and]4

 

 

4 Include bracketed language only in a certificate provided by the Borrower.

 

 
S1-2

 

SCHEDULE 1

 

(c) to take any [other] action required or permitted to be taken, done, signed or executed under each Financing Document to which the Credit Party is or may be a party.

 

Name*   Office   Specimen Signature
         
         
         

 

You may assume that any such person continues to be so authorized until you receive written notice from an Authorized Representative of the Credit Party that they, or any of them, is no longer so authorized.

 

  Yours truly,
  [NAME OF CREDIT PARTY]
  By  
    [Chairman/Director]

 

 

* Designations may be changed by the Credit Party at any time by issuing a new Certificate of Incumbency and Authority authorized by the Board of Directors of such Credit Party where applicable.

 

 
S2-1

 

SCHEDULE 2

 

FORM OF REQUEST FOR DISBURSEMENT

 

(See Section 2.02 and Section 4.06 of the Loan Agreement)

 

[Borrower’s Letterhead]

 

[Date]

 

International Finance Corporation (“IFC”)

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

 

Attention: Director Manufacturing, Agribusiness and Services Department

 

Re: Peru/IFC Investment Number 40154

 

Ladies and Gentlemen:

 

Investment No. 40154

Request for Loan Disbursement No. [    ]*

 

1. Please refer to the Amended and Restated Loan Agreement between IFC and LatAm Logistic PER PropCo Lurin I S.R.L. dated as of [•], 2019 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”).

 

Terms defined in the Loan Agreement have their defined meanings whenever used in this request.

 

2. The Borrower irrevocably requests the disbursement on ___________, _____ (or as soon as practicable thereafter) of the amount of ___________ (_________) under the [Tranche 1]/[Tranche 2] Loans (the “Disbursement”) in accordance with the provisions of Section 2.02 of the Loan Agreement. You are requested to pay such amount to the account in [New York] of [Name of Borrower] [Name of correspondent Bank], Account No. _____________ at [Name and Address of Bank] [for further credit to the Borrower’s Account No. _______ at [Name and address of Bank] in [Lima, Peru].

 

 

* Each to be numbered in series.

 

 
S2-2

 

3. For the purpose of Section 4.06 and Section 4.07 of the Loan Agreement, the Borrower certifies as follows:

 

(a) no Event of Default and no Potential Event of Default has occurred and is continuing;

 

(b) the proceeds of the Disbursement are at the date of this request needed by the Borrower for the purpose of the Project, or will be needed for such purpose within 3 months of such date;

 

(c) since the Original Effective Date, nothing has occurred which has or could reasonably be expected to have a Material Adverse Effect;

 

(d) since the Original Effective Date, the Borrower has not incurred any material loss or liability (except such liabilities as may be incurred by the Borrower in accordance with Section 5.02 of the Loan Agreement);

 

(e) the representations and warranties made in Article III of the Loan Agreement are true on the date of this request and will be true on the date of Disbursement with the same effect as if such representations and warranties had been made on and as of each such date (but in the case of Section 3.01(c), without the words in parenthesis);

 

(f) the proceeds of the Disbursement are not in reimbursement of, or to be used for, expenditures in the territories of any country that is not a member of the World Bank or for goods produced in or services supplied from any such country;

 

(g) after giving effect to the Disbursement, the Borrower will not be in violation of:

 

  (i) its Charter;
     
  (ii) any provision contained in any document to which the Borrower is a party (including the Loan Agreement) or by which the Borrower is bound; or
     
  (iii) any law, rule, regulation, Authorization or agreement or other document binding on the Borrower directly or indirectly, limiting or otherwise restricting the Borrower’s borrowing power or authority or its ability to borrow.

 

The above certifications are effective as of the date of this Request for Disbursement and shall continue to be effective as of the date of the Disbursement. If any of these certifications is no longer valid as of or prior to the date of the requested Disbursement, the Borrower undertakes to immediately notify IFC.

 

Yours truly,  
   
LatAm Logistic PER PropCo Lurin I S.R.L.  
     
By    
  Authorized Representative  

 

Copy to: Director, Department of Financial Operations International Finance Corporation

 

 
S3-1

 

SCHEDULE 3

 

 

FORM OF DISBURSEMENT RECEIPT

 

(See Section 2.02 of the Loan Agreement)

 

[Borrower’s Letterhead]

 

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

 

Attention: Director, Department of Financial Operations

 

Ladies and Gentlemen:

Investment No. 40154

Disbursement Receipt No. [    ]*

 

We, LatAm Logistic PER PropCo Lurin I S.R.L., hereby acknowledge receipt on the date hereof, of the sum of ____________ (___) disbursed to us by International Finance Corporation (“IFC”) under the Loan of _________ (___) provided for in the Amended and Restated Loan Agreement dated as of [•], 2019, between our company and International Finance Corporation. Of this sum, ________ is an A[1]/[2] Loan Disbursement and _______ is a B[1]/[2] Loan Disbursement.

 

Yours truly,  
   
LatAm Logistic PER PropCo Lurin I S.R.L.  
     
By    
  Authorized Representative  

 

 

*  To correspond with number of the Disbursement request. See Schedule 2.

 

 
S4-1

 

SCHEDULE 4

 

FORM OF PROCESS AGENT LETTER

[Letterhead of Agent for Service of Process]

 

(See Section 4.01 (k) of the Loan Agreement)

 

[Date]

 

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

 

Attention: Director Manufacturing, Agribusiness and Services Department

 

Re: Peru/IFC Investment Number 40154

 

Dear Sirs:

 

We refer to the Amended and Restated Loan Agreement between IFC and LatAm Logistic PER PropCo Lurin I S.R.L. dated as of [•], 2019 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), [and the [insert other relevant Financing Documents, to the extent the Credit Party delivering the process agent letter is not the Borrower]]. This letter is provided to at the request of [insert name of Credit Party] (the “Credit Party”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning specified in the Loan Agreement.

 

Pursuant to [each of] Section ___(_) of the [insert relevant Financing Documents], the Credit Party has irrevocably designated and appointed the undersigned, Corporation Service Company with offices currently located at 1180 Avenue of the Americas, Suite 210, New York, New York 10036, as its authorized agent to receive for and on its behalf service of process in any legal action or proceeding with respect to or out of [insert relevant Financing Documents] in the courts of the United States of America for the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan.

 

The undersigned hereby informs you that it has irrevocably accepted that appointment as process agent as set forth in [each of] Section [•] of [insert relevant Financing Documents] [and Section __(_) of the ___], [in each case] from ________5 until ____________ 6 and agrees with you that the undersigned (i) shall inform IFC promptly in writing of any change of its address in [New York], (ii) shall perform its obligations as such process agent in accordance with the relevant provisions of [each of] Section [•] of [insert relevant Financing Documents], and (iii) shall forward promptly to the Borrower any legal process received by the undersigned in its capacity as process agent.

 

 

5 Insert date of effectiveness of appointment.

6 Insert date which is six months after the last repayment of the Tranche 2 Loans.

 

 
S4-2

 

As process agent, the undersigned and its successor or successors agree to discharge the above mentioned obligations and will not refuse fulfillment of such obligations as provided under [any of] Section [•] of [insert relevant Financing Documents].

 

  Very truly yours,
   
  CORPORATION SERVICE COMPANY
     
  By                 
  Title:  

 

cc: [Borrower]

 

 
S5-1

 

SCHEDULE 5

 

FORM OF LETTER TO BORROWER’S AUDITORS

 

(See Section 4.01(i) and Section 5.01(e) of the Amended and Restated Loan Agreement)

 

[Borrower’s Letterhead]

 

[Date]

 

[NAME OF AUDITORS]

[ADDRESS]

 

Ladies and Gentlemen:

 

We hereby authorize and request you to give to International Finance Corporation of 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, United States of America (“IFC”), in relation to IFC Investment Number 40154, all such information as IFC may reasonably request with regard to the financial statements (both audited and unaudited), accounts and operations of the undersigned company. We have agreed to supply that information and those statements under the terms of a Loan Agreement between the undersigned company and IFC dated May 31, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). For your information we enclose a copy of the Loan Agreement.

 

We authorize and request you to send two copies of the audited accounts of the undersigned company to IFC to enable us to satisfy our obligation to IFC under Section 5.03(b)(i) of the Loan Agreement. When submitting the same to IFC, please also send, at the same time, a copy of your full report on such accounts in a form reasonably acceptable to IFC.

 

Please note that under Section 5.03(b)(ii) and Section 5.03(c) of the Loan Agreement, we are obliged to provide IFC with a copy of the annual and any other management letter or other communication from you to the undersigned company or its management commenting on, among other things, the adequacy of the undersigned company’s financial control procedures and accounting and management information system.

 

Please also submit each such communication and report to IFC with the audited accounts.

 

For our records, please ensure that you send to us a copy of every letter that you receive from IFC immediately upon receipt and a copy of each reply made by you immediately upon the issue of that reply.

 

Yours truly,  
   
LatAm Logistic PER PropCo Lurin I S.R.L.  
     
By    
  Authorized Representative  

 

Enclosure

 

cc: Director
  Manufacturing, Agribusiness and Services Department
  International Finance Corporation
  2121 Pennsylvania Avenue, N.W.
  Washington, D.C. 20433
  United States of America

 

 
S6-1

 

SCHEDULE 6

 

FORM OF BORROWER’S CERTIFICATION

ON DISTRIBUTION OF DIVIDENDS

 

(See Section 5.02 (a) of the Amended and Restated Loan Agreement)

 

[Borrower’s Letterhead]

 

[Date]

 

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

 

Attention: Director Manufacturing, Agribusiness and Services Department

 

Re: Peru/IFC Investment Number 40154

 

Dear Sirs:

 

1. Please refer to the Amended and Restated Loan Agreement (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) dated as of [•], 2019 between LatAm Logistic PER PropCo Lurin I S.R.L. (the “Borrower”) and International Finance Corporation (“IFC”). Terms defined in the Loan Agreement have their defined meanings whenever used in this request.

 

2. This is to inform you that the Borrower plans a distribution of dividends to its shareholders in the aggregate amount of __________________ (______), such distribution to commence on or about [________, ___]7. Pursuant to Section 5.02 (a) of the Loan Agreement, the Borrower hereby certifies that, as at the date hereof:

 

  (a) the Project Financial Completion Date has occurred;
     
  (ii) such payment is made within 30 days after an Interest Payment Date;
     
  (iii) the proposed payment or distribution is out of retained earnings; provided always that the retained earnings out of which any of the payments or distributions referred to in this paragraph (iii) may be made should in no event include any amount resulting from the revaluation of any of the Borrower’s assets;
     
  (iv) the Prospective Debt Service Coverage Ratio is not less than 1.25:1.0;

 

 

7 Certificate must be delivered no earlier than 60 days nor later than 30 days prior to the distribution date.

 

 
S6-2

 

  (v) after giving effect to such distribution:

 

(A)no Event of Default or Potential Event of Default has occurred and is continuing;

 

(B)the available cash of the Borrower is at least $400,000; and

 

(C)the Borrower’s Financial Debt to Tangible Net Worth Ratio is not more than 0.85:1.0.

 

3. The Borrower undertakes not to give effect to the proposed distribution or any part thereof if, at the time of so doing or after giving effect to it, the Borrower could not certify the matters in section 2 of this certification.

 

Yours truly,  
   
LatAm Logistic PER PropCo Lurin I S.R.L.  
     
By    
  Authorized Representative  

 

 
S7-1

 

SCHEDULE 7

 

QUARTERLY AND ANNUAL OPERATIONS REPORT INFORMATION

 

(See Sections 5.03 (a)(ii) and (b)(iv) of the Amended and Restated Loan Agreement)

 

A. Quarterly Operating Data

 

Quarter Ended _______, 20___

 

Notes:

 

1. The purpose of this report is to provide regular updates on the Borrower’s operating cost structure and operating performance.

 

2. The requested operating data should be agreed with the industry specialist to reflect the key industry-specific indicators and should be based on the company’s existing operating reports. If the company’s existing operating reports provide the necessary information, those reports may be submitted as the Quarterly Operations Review.

 

3. Borrower to include a description of any factors that have or could reasonably be expected to have a Material Adverse Effect.

 

B. Supplemental Annual Operating Information

 

(1) Macroeconomic Conditions. Brief description of any material changes that affect the Borrower directly. For example, changes in corporate taxation, import duties, foreign exchange availability, price controls, other areas of regulation.

 

(2) Markets. Brief description of changes in the Borrower’s market conditions, with emphasis on changes in (i) total existing warehousing supply and the subtotals by competitor, asset class and location; (ii) vacancies by warehousing park, location and competitor; (iii) rates by warehousing park, location and competitor; and (iv) upcoming supply by competitor, location and asset class.

 

(3) Sponsor and Shareholdings. Information on significant changes in the ownership of the Sponsor, including reasons for changes and the new shareholding structure.

 

(4) Management and Technology. Summary of significant changes in the Sponsor’s and the Borrower’s (i) senior management or organizational structure, and (ii) technology, including technical assistance arrangements.

 

(5) Corporate Strategy. Description of any changes to the Sponsor’s and Borrower’s corporate or operational strategy, including changes in products, location, or business segment.

 

(6) Operating Performance. Discussion of major factors affecting the year’s results, including key operating indicators (e.g.: average rate, average vacancy, rental income, net operating income, operational cash generation, capital expenditures, and margins).

 

 
S8-1

 

SCHEDULE 8

 

FORM OF QUARTERLY PROJECT IMPLEMENTATION REPORT

 

(See Section 5.03(a)(iv) of the Amended and Restated Loan Agreement)

 

Quarter Ended:  

 

Project Cost (US$ thousands)

 

  

Project Cost as per A&R Loan Agreement

(1)

   % Physical Completion 

Updated Project Cost

(2)

 

Expenses Incurred

(3)

 

Expenses Committed but not Incurred

(4)

 

Balance of Funds not Committed nor Incurred

(5) = (2) - (3) - (4)

  Difference between Original and Updated Project Cost (6) = (1) - (2)  Comments to (6)
Land   26,266              
Land development Costs   13,392                      
B100   2,787                      
B200   2,711                      
B300   1,902                      
B400   2,356                      
B500   1,963                      
B600   1,674                      
Hard Costs (excluding Shell Extras)   31,586                      
B100   5,114                      
B200   5,866                      
B300   4,597                      
B400   6,042                      
B500   5,290                      
B600   4,678                      
Shell Extras (Tenant Improvements)   8,321                      
B100   1,494                      
B200   1,453                      
B300   1,175                      
B400   1,651                      
B500   1,375                      
B600   1,173                      
Soft Costs   4,676                      
Initial Leasing Costs   1,544                      
Amortizing Tenant Improvements (ATI)   6,116                      
I/Co Acquisition & Development Fees   3,322                      
Direct Project Cost   95,224                      
Interest during Construction   5,713                      
Other financing costs   1,955                      
WC (VAT receivables)   4,810                      
Preoperational expenses (I/Co Fees)   2,754                      
Total   110,456                      

 

Financing Plan (US$ thousands)

 

  

As per A&R Loan Agreement

(7)

   Updated Financial Plan (8)  Drawn-down as of end of Quarter (9)  Undisbursed Amount (10) = (8) – (9)  Comments
Total Debt   53,000        
Tranche 1   27,100             
IFC A 1 Loan   19,500             
IFC B 1 Loan   7,600             
Tranche 2   25,900             
IFC A 2 Loan   19,500             
IFC B 2 Loan   6,400             
Total Equity + CFO + Contingent   57 456             
Equity for ATI                 
Equity (excluding I/Co fees)   43,463             
Equity for I/Co Fees   6,077             
Cash from Operations (CFO)*   4,800             
Contingent Equity for ATI   3,116             
Total   110,456             

 

 
S9-1

 

SCHEDULE 9

 

FORM OF ANNUAL MONITORING REPORT

 

International Finance Corporation

World Bank Group

 

ENVIRONMENTAL AND SOCIAL PERFORMANCE
ANNUAL MONITORING REPORT (AMR)

 

Latam Logistics

LATAM LOGISTIC PER PROPCO LURIN I S.R.L.

Peru

#40154

 

REPORTING PERIOD: (month/year) through (month/year)

 

AMR COMPLETION DATE: (day/month/year)

 

Environment, Social and Governance Department
2121 Pennsylvania Avenue, NW
Washington, DC 20433 USA
www.ifc.org/enviro

 

 
S9-2

 

AMR SECTION I

 

 

INTRODUCTION

 

IFC’s Loan Agreement with LATAM LOGISTIC PER PROPCO LURIN I S.R.L. (the “Borrower”) requires the Borrower to prepare a comprehensive Annual Monitoring Report (AMR) on the environmental and social (E&S) performance of its facilities and operations. This document comprises IFC’s preferred format for E&S performance reporting. The following template may be supplemented with annexes as appropriate to ensure all relevant information on project performance is reported.

 

Contents:

 

  Project Information
     
  Client’s Representation Statement by Sponsor authorized representative
     
  Summary of Key E&S Aspects during the Reporting Period
     
  New Development/ Corporate Financing
     
  Action Plan Status and Update
     
  Deviations/non-compliances
     
  Developmental Outcome (DOTs) Indicators
     
  Corporate Governance Action Plans
     
  Client’s Feedback

 

 
S9-3

 

AMR SECTION II

 

Client’s Representation Statement by Sponsor authorized representative

 

I              in my role of                and representing ClientCompany’s certify that

 

a) The Project is in compliance with all applicable E & S requirements as Loan Agreement with IFC, and all actions required to be undertaken pursuant to the Action Plan and any subsequent supplemental action plans. (when applies: with the exception made for those that have been disclosed in Section seven (VI) in this report ……….(Section VI is to include any such deviation/non compliance that the client must inform IFC of)
   
b) Beyond what is reported in this AMR for the current reporting period, in relation to the Project, to the best of my knowledge , after due inquiry, there no:

 

  Circumstances or occurrences that have given or would give rise to violations of E &S and labor Laws or E &S and labor Claims;
  Social unrest, local population disruption or negative NGO attention due to the project
  Material social or environmental risks or issues in relation to the Project other than those identified by the E&S Assessment and the Environmental and Social Review Summary.
  Existing or threatened complaint, order, directive, claim, citation or notice from any Authority.
  Any written communication from any Person , in either case, concerning the Project’s failure to comply with any matter covered by the Performance Standards;
  Ongoing or, threatened, strikes, slowdowns or work stoppages by employees of the Borrower or any contractor or subcontractor with respect to the Project;

 

c) All information contained in this AMR is true, complete and accurate in all respects at the time of submission and no such document or material omitted any information the omission of which would have made such document or material misleading.
   
d) There have not been any new company activities (eg. expansions, construction works, etc) that could generate adverse environmental effects? And there have been no new ESIA studies, audits, or E&S action plans conducted by or on behalf of (the ClientCompany), with respect to any Environmental or Social standards/regulation/ applicable to the Project that IFC has not been notified of

 

Signature Date

 

 
S9-4

 

AMR SECTION III

 

Summary of Key E&S Aspects during the Reporting Period

 

This section aims to identify the key E&S progress/activities/incidents during the Reporting period (include Summary of Key Findings for the Reporting Period e.g. non-compliances, significant incidents8, social unrest, significant improvements/initiatives regarding E&S performance. Etc).

 

Project Status

 

Select the current status of the project and provide a brief description of the developments in relation to the project over the reporting period. For example, has construction been started or completed, has new equipment been installed, has production capacity increased, or is the investment in new projects considered?

 

☐ Design ☐ Construction ☐ Expansion ☐ Operation ☐ Closure ☐ Other (specify)

 

New investment under development? (Corporate and Investment Funds) ☐ Yes          ☐ No

 

Please provide details in section IV of this AMR report.

 

PS1: Assessment and Management of Environmental and Social Risks and Impacts

 

Please provide details on the status of any voluntary management systems certification schemes at your facility, provide details below?

 

Describe any changes in the organizational structure to manage environment, health and safety, labor and social aspects during the reporting period. Describe number of personnel in charge of E&S issues.

 

Describe the level of environmental, social and health and safety training provided to staff. Provide annex with list of topics, hours of training and number of participants.

 

During the reporting period, are you aware of any events that may have caused damage; brought about injuries or fatalities or other health problems; attracted the attention of outside parties; affected project labor or adjacent populations; affected cultural property; or created liabilities for your company?

 

☐ Yes              ☐ No

 

Provide details

 

Describe any ongoing public consultation and disclosure, liaison with non-governmental organizations (NGOs), civil society, local communities or public relations efforts on environmental and social aspects.

 

Briefly describe new initiatives implemented during the reporting period or additional managerial efforts on E&S aspects (e.g. Energy/water savings, sustainability report, waste minimization, etc)

 

Briefly describe the number and type of comments and/or grievances received by the Company in relation to E& Issues? How many have been resolved and how many are pending? (Please attach a table with grievance redress registry)

 

Corporate/Investment Funds: Have ESIAs (Corporate) and or E&S Due Diligence (Fund investments) conducted during the reporting period? (Please provide copies)

 

 

8 Examples of significant incidents follow. Chemical and/or hydrocarbon materials spills; fire, explosion or unplanned releases, including during transportation; ecological damage/destruction; local population impact, complaint or protest; failure of emissions or effluent treatment; legal/administrative notice of violation; penalties, fines, or increase in pollution charges; negative media attention; chance cultural finds; labor unrest or disputes; local community concerns.

 

 
S9-5

 

PS2. Labor and Working Conditions

 

Have you changed your Human Resources (HR) policies, procedures or working conditions during the reporting period?

 

Yes               ☐ No Provide details

 

Provide the following information regarding your workforce:

 

Site   # of direct   # female direct   # employees   # employees   # Contractor
    employees   employees   terminated   hired   employees9

 

Lurin

 

Occupational Health and Safety

 

Describe the main changes implemented in terms of Occupational Health and Safety (OHS) during the reporting period, e.g. identification of hazards, substitution of chemicals, new controls, etc.

 

Occupational Health and Safety Indicators

 

Report Total numbers for each parameter  This reporting period  Reporting period- Previous year
   Direct employees  Contractor employees  Direct employees  Contractor employees
Total number of Workers            
Total man-hours worked - Annual            
Total number of lost time            
occupational injuries            
Total number of lost workdays due            
to injuries            
Number of fatalities            

 

Provide details for the non-fatal injuries during this reporting period

 

 

9 Contractors performing core functions for the Company in the premises of the Company or in the name of the Company

 

 
S9-6

 

Company or contractor employee?   Total workdays lost   Description of injury10   Cause of accident   Corrective measures to prevent reoccurrence
                 
                 

 

Describe in detail fatalities and vehicle accidents, including corrective measures (provide copies of OHS investigation and respective corrective plan).

 

Significant Incidents

 

Date of   Type of Incident   Brief Description of   Fatalities?   # of   Preventive measures taken
Incident   (drop down list)   Incident   (Y/N)   Fatalities   after the incident
                     
                     

 

Note: Choose the Type of Incident from the drop down list.

 

PS3. Resource Efficiency and Pollution Prevention

 

Provide the following environmental monitoring data for this reporting period. If you already have all the data requested available in another format, this can be submitted instead. Please provide a scaled facility map showing the precise locations of all monitoring points.

 

Ambient noise:

 

Ambient air quality:

 

Liquid effluent discharges:

 

Resources and Energy Consumption:

 

If any of the EHS guidelines or local regulatory limits are exceeded please explain the cause and, if appropriate, describe the planned corrective actions to prevent re-occurrence.

 

 

10 Injury: Incapacity to work for at least one full workday beyond the day on which the accident or illness occurred.

 

Lost workdays are the number of workdays (consecutive or not) beyond the date of injury or onset of illness that the employee was away from work or limited to restricted work activity because of an occupational injury or illness.

 

 
S9-7

 

Energy and Water management:

 

Utility  Units  Annual Consumption  Total
Type     Lurin   
Grid electricity  MWh      
Natural Gas  m3      
Diesel  L      
Other fuel (specify)  L      
Water  m3      

 

Waste and Hazardous Materials, quantity disposed:

 

PS4 - Community Health, Safety and Security

 

 

Using the table below list and briefly describe any new initiatives implemented in relation to community health and safety during the reporting period. Include risk assessments, new infrastructure and equipment; hazardous materials and safety management, transportation and exposure to disease.

 

Mitigation Measure  

Expected or actual date of

Implementation

  Planned future mitigation efforts?
         
         

 

During the reporting period any emergency drills have been conducted with community participation? Are the communities aware of the emergency response plans?

 

Please describe any changes in the Company’s engagement with private/public security forces during the reporting period and any corresponding agreements.

 

AMR SECTION IV

 

New Development

 

Please describe details of the scope constructions activities during the reporting period.

 

Social and Environmental Screenin

 

Please list projects which have come under active consideration for development by since the last report. For the first report please list the opening project pipeline.

 

Project phase   Brief Description
     
     
     
     
     

 

 
S9-8

 

Projects Completed or in Progress during the Reporting Period

 

Please complete the table to list the projects completed during the reporting period, which are operated by the Borrower or which are under construction, and how environmental and social risk was managed in these projects. If risk management cannot be adequately covered in the sections which follow, please add any relevant information if required.

 

Project   Status (e.g. under construction, complete)   Major risk management measures adopted.
         
         
         
         
         

 

AMR SECTION V

 

Action Plan Status and Update

 

Please update us in the current status of the action plan, define the dates when pending actions will be implemented. Please refer to the initial ACTION PLAN for the indicators and deliverables.

 

No.   Item   Deliverable   Due Date   Status
PS1 - Assessment and Management of Environmental and Social Risks and Impacts
 
1   Management Programs: The Borrower to include contractual obligations for its main construction contractors to develop, coordinate and implement the measures specified on the EMP and those needed to comply with the Performance Standards, including but not limited to: i) emergency response, ii) waste management, iii) monitoring and review of environmental and OHS performance, and iv) monitoring of working conditions ensuring freedom of association, no child or forced labor, management of grievances, proper OHS measures and training.   Contract templates acceptable to IFC   July 1st, 2017 (COD)    

 

 
S9-9

 

2   Emergency Response: The Borrower will develop an emergency response plan for construction activities that will consider the relevant potential emergencies for both operational and natural hazards in the area (earthquake, flash floods, etc.).   Emergency Response Plan acceptable to IFC   August 1st, 2017    
                 
3   Monitoring and Review: Define relevant environmental and OHS key performance indicators and corresponding monitoring strategy during construction.   Monitoring plan acceptable to IFC   June 15th, 2017    
                 
PS 2 - Labor and Working Conditions
 
4   The Borrower to develop an internal grievance mechanism in place for all employees working on the project site.   Copy of Grievance Mechanism acceptable to IFC   June 15th, 2017    
                 
PS 3 – Resource Efficiency and Pollution Prevention
 
5   The Borrower shall obtain the relevant permit for reuse of treated effluent for irrigation purposes.   Submit discharge permit to IFC   December 1st, 2017    
                 
PS 4 – Community Health, Safety and Security
 
6   The Borrower will ensure that security contractors are adequately trained in the use of force and appropriate conduct toward workers and nearby residents, have not been implicated records of past abuses and follow the local requirements for security contractors.   Supporting policies and documentation from Security Contractors acceptable to IFC   August 1st, 2017    
                 
Stakeholder Engagement
 
7   The Borrower to develop a grievance mechanism to capture and respond to any concern that the neighboring communities may have during construction activities.   Copy of procedure acceptable to IFC   June 15th, 2017    

 

 
S9-10

 

AMR SECTION VI

 

Deviation/non-Compliances

 

The following are the identified deviation/non-compliances identified in reference to the following:

 

(I) IFC’s Performance Standards; (ii) the Action Plan; (iii) Non- compliance with local environmental and social regulations iv) applicable EHS guidelines

 

If there is any Non-compliances/deviations please record and provide additional information if necessary.

 

Areas of Interests   Non- Compliances Identified  

Corrective

Action Plan

  Status of Completion   Completion Date
IFC’s Performance Standards (PS1-8)                
Action Plan                
Local environmental and Social regulations                
Applicable EHS                
Guidelines                

 

Please explain the cause and, if appropriate, describe the planned corrective actions to prevent re-occurrence.

 

AMR SECTION VIII

 

Client’s Feedback

 

Please check the box that best represent your evaluation of the support received from IFC.

 

On dealing with E&S aspects of the investment, how diligently in your opinion has IFC been able:

 

Areas of IFC Assistance:   No opinion   Excellent level of support   Above the expectations   As reasonably expected   Below what was expected   Comments
To help you in the interpretation and applicability of IFC’s Performance Standards            
To provide you with guidance for the implementation of the Action Plan              
To share the outcomes of IFC supervision visits to the project and on agreeing in corrective actions              
To demonstrate flexibility and creativity to guide the Company’s management of project’s E&S issues.              

 

 

 

EX-10.23 14 ex10-23.htm

 

Exhibit 10.23

 

 

Creating Markets, Creating Opportunities

 

July 2, 2020

 

LatAm Logistic PER PropCo Lurin I S.R.L. Av. Juan de Arona 0151, Suite 70IB, Floor 7 San Isidro, Lima, Peru

 

Attention: Mr. Alvaro Chinchayan, Country Manager Peru

 

Peru: LLP Peru - Investment No. 39427

Amendment Letter to the Amended and Restated Loan Agreement

 

Dear Mr. Chinchayan:

 

1. Reference is made to the Amended and Restated Loan Agreement dated June 18, 2019 (the “Loan Agreement”) among LatAm Logistic PER PropCo Lurin I S.R.L., a Sociedad comercial de responsabilidad limitada originated and exiting under the laws of Republic of Peru (the “Borrower”), and International Finance Corporation, an international organization established by Articles of Agreement among its member countries including the Republic of Peru (“IFC”). Unless otherwise defined in this letter, terms defined in the Amended and Restated Loan Agreement shall have the meanings ascribed thereto when used in this letter (“Amendment Letter”).

 

2. Each of the Borrower and IFC agree that the Amended and Restated Loan Agreement is hereby amended as follows:

 

(a)Section 2.05 (Repayment) (a)(i) of the Amended and Restated Loan Agreement is amended and restated in its entirety to read as follows:

 

“Subject to Section 1.04 (Business Day Adjustment), the Borrower shall repay the Al Loan on the following Interest Payment Dates and in the following amounts:

 

Interest Payment Date  Principal Amount Due 
     
January 15, 2020  $387,878 
July 15,2020  $539,873 
January 15, 2021  $683,326 
July 15, 2021  $710,147 
January 15,2022  $738,020 
July 15,2022  $766,988 
January 15, 2023  $797,092 
July 15, 2023  $828,377 
January 15, 2024  $860,891 
July 15, 2024  $894,681 
January 15,2025  $929,797 
July 15, 2025  $966,292 
January 15, 2026  $1,004,219 
July 15,2026  $1,043,634 
January 15,2027  $1,084,597 
July 15, 2027  $1,127,168 
January 15, 2028  $1,171,409 
July 15, 2028  $4,965,611.”

 

WORLDBANKGROUP

 

 

Mr. Alvaro Chinchayan-2-July 2, 2020

 

3. The amendments provided in paragraph 2 above shall be applicable solely with respect to the matters expressly provided therein, and no other amendments, waivers or consents may be construed or implied. The parties hereto agree that this Amendment Letter shall become effective on the date this Amendment Letter has been executed and delivered by each party hereto.

 

4. Except as otherwise provided in this Amendment Letter, all terms and conditions of the Amended and Restated Loan Agreement shall continue in full force and effect. Nothing herein contained shall be construed or interpreted to have the effect of directly or indirectly modifying or in any manner affecting the validity of any provision of the Amended and Restated Loan Agreement, other than the provision that has been specifically amended pursuant to this Amendment Letter, nor shall anything herein be construed or interpreted as operating a novation with respect to the Amended and Restated Loan Agreement. Each reference to the “Agreement,” “this Agreement” and indirect references such as “hereunder,” “hereby,” “herein,” “hereof’ and words of similar import in the Amended and Restated Loan Agreement, as amended hereby, shall be a reference to the Amended and Restated Loan Agreement as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time.

 

5. This Amendment Letter may be executed and delivered in counterparts (including by transmission by facsimile or electronic format), each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment Letter by signing any such counterpart.

 

6. Governing Law. This Amendment Letter shall be governed by and construed in accordance with the laws of the State of New York, United States of America. The provisions of Section 7.02 (Notices), Section 7.05 (Applicable Law and Jurisdiction), and Section 7.09 (Counterparts) of the Amended and Restated Loan Agreement are hereby incorporated by reference and, accordingly, shall apply mutatis mutandis to this Waiver Letter.

 

7. Please acknowledge your agreement with the terms and conditions of this Amendment Letter by signing three (3) originals and returning two (2) fully executed originals to IFC.

 

Sincerely,

 

Cecilia E. P. de Rabassa
Manager, Portfolio
Manufacturing, Agribusiness and Services Department
Latin America and the Caribbean

 

Accepted and Agreed:

 

LATAM LOGISTICS PER PROPCO LURINI S.R.L.

 

 

Digitally signed by

MICHAEL PATRICK

FANGMAN JR (FIRMA)

Date: 2020.07.06

By. MICHAEL PATRICK FANGMAN JR (FIRMA)   13:41:56-06‘00’
Name:       
Title      

 

 
EX-10.24 15 ex10-24.htm

 

Exhibit 10.24

 

 
Creating Markets, Creating Opportunities

 

March 14, 2022

 

LatAm Logistic PER PropCo Lurin I S.R.L.

Av. Juan de Arona 0151, Suite 70IB, Floor 7

San Isidro, Lima, Peru

 

Attn: Mr. Alvaro Chinchayan, Country Manager Peru

 

Peru: LLP Peru

Investment No. 39427

Amendment Letter to the Amended and Restated Loan Agreement

 

Ladies and Gentlemen:

 

1. Reference is made to the Amended and Restated Loan Agreement dated June 18, 2019 (the “Loan Agreement”) among LatAm Logistic PER PropCo Lurin I S.R.L., a sociedad comercial de responsabilidad limitada originated and existing under the laws of the Republic of Peru (the “Borrower”), and International Finance Corporation, an international organization established by Articles of Agreement among its member countries including the Republic of Peru (“IFC”). Unless otherwise defined herein, terms defined in the Loan Agreement shall have the meanings ascribed thereto when used herein.

 

2. By virtue of this letter (the “Amendment Letter”) each of the Borrower and IFC agrees that the Loan Agreement is hereby amended as follows:

 

  (a) The definition Section of “Relevant Spread” included in 1.01 {Definitions) of the Loan Agreement is amended and restated in its entirety to read as follows:
     
    ““Relevant Spread” means with respect to each of the Al Loan and the B1 Loan, 5.25% per annum at all times prior to July 15, 2022, and 4.25% per annum thereafter; and to e’ach of the A2 Loan and B2 Loan, 5.25% per annum at all times.”
     
  (b) Section 2.05 {Repayment) (b)(i) of the Loan Agreement is amended and restated in its entirety to read as follows:
     
    “Subject to Section 1.04 {Business Day Adjustment), the Borrower shall repay the A2 Loan on the following Interest Payment Dates and in the following amounts:

 

Interest Payment Date  Principal Amount Due 
      
January 15, 2022  $220,637 
July 15,2022  $229,297 
January 15, 2023  $700,907 
July 15,2023  $728,417 
January 15, 2024  $757,007 
July 15, 2024  $786,720 
January 15,2025  $817,599 
July 15,2025  $849,689 
January 15,2026  $883,039 
July 15,2026  $917,700 
January 15,2027  $953,718 
July 15,2027  $991,152 
January 15, 2028  $1,030,055 
July 15,2028  $1,070,484 
January 15, 2029  $1,112,501 
July 15,2029  $1,156,167 
January 15,2030  $1,201,546 
July 15, 2030  $5,093,365”;

 

WORLD BANKGROUP

 

 

Amendment Letter to Amended and  
Restated Loan Agreement Inv. No. 39427-2-March 14, 2022

 

  (c) Section 2.05 {Repayment) (b)(ii) of the Loan Agreement is amended and restated in its entirety to read as follows:
     
    “Subject to Section 1.04 {Business Day Adjustment), the Borrower shall repay the B2 Loan on the following Interest Payment Dates and in the following amounts:

 

Interest Payment Date  Principal Amount Due 
     
January 15, 2022  $72,414 
July 15,2022  $75,256 
January 15, 2023  $230,041 
July 15,2023  $239,071 
January 15,2024  $248,454 
July 15,2024  $258,206 
January 15,2025  $268,340 
July 15,2025  $278,872 
January 15,2026  $289,818 
July 15, 2026  $301,194 
January 15,2027  $313,016 
July 15, 2027  $325,301 
January 15,2028  $338,069 
July 15, 2028  $351,338 
January 15,2029  $365,128 
July 15, 2029  $379,459 
January 15,2030  $394,352 
July 15, 2030  $1,671,671”;

 

  (d) Section 2.06 {Prepayment) (a) of the Loan Agreement is amended and restated in its entirety to read as follows:

 

“Without prejudice to Section 2.16 {Illegality of Participation; Sanctions Event) and Section 5.04(c) {Application of Proceeds), the Borrower may prepay:

 

  (i) the Tranche 1 Loans, in whole or in part, on any Interest Payment Date after January 15, 2020; and

 

 

 

Amendment Letter to Amended and  
Restated Loan Agreement Inv. No. 39427-3-March 14, 2022

 

  (ii) the Tranche 2 Loans, in whole or in part, on any Interest Payment Date after January 15, 2023,

 

in each case, on not less than 30 days’ prior notice to IFC, but only if: (i) the Borrower simultaneously pays all accrued interest and Increased Costs (if any) on the amount of the Loan to be prepaid, together with the prepayment premium specified in Section 2.06(d) and all other amounts then due and payable under this Agreement, including the amount payable under Section 2.11 (Unwinding Costs’), if the prepayment is not made on an Interest Payment Date; (ii) for a partial prepayment of the Tranche 1 Loans, such prepayment is in an aggregate amount not less than $5,000,000 for the Al Loan and the Bl Loan (taken together), and for a partial prepayment of the Tranche 2 Loans, such prepayment is in an aggregate amount not less than $5,000,000 for the A2 Loan and the B2 Loan (taken together); and (iii) if requested by IFC, the Borrower delivers to IFC, prior to the date of prepayment, evidence satisfactory to IFC that all necessary Authorizations with respect to the prepayment have been obtained.”

 

  (e) Section 2.06 (Prepayment) (d) of the Loan Agreement is amended and restated in its entirety to read as follows:
     
    “On the date of any prepayment of the Tranche 1 Loans or Tranche 2 Loans in accordance with Section 2.06(a) or (b), the Borrower shall pay a prepayment premium consisting of an amount in the Loan Currency equal to the relevant percentage of the amount to be prepaid, such percentage being:

 

  (i) in the case of the Tranche 1 Loans,

 

  (x) 2%, to the extent the prepayment is made on any Interest Payment Date falling on or prior to July 15, 2022;
     
  (y) 1.5%, to the extent the prepayment is made on any Interest Payment Date falling after July 15, 2022 and on or prior to July 15,2023;
     
  (z) 1 %, to the extent the prepayment is made on any Interest Payment Date falling after July 15, 2023 and on or prior to July 15, 2024; and

 

  (ii) in the case of the Tranche 2 Loans,

 

  (x) 2%, to the extent the prepayment is made on any Interest Payment Date falling on or prior to July 15, 2024;
     
  (y) 1.5%, to the extent the prepayment is made on any Interest Payment Date falling after July 15, 2024 and on or prior to July 15, 2025; and
     
  (z) I %, to the extent the prepayment is made on any Interest Payment Date falling after July 15, 2025 and on or prior to July 15, 2026.

 

 

Amendment Letter to Amended and  
Restated Loan Agreement Inv. No. 39427-4-March 14, 2022

 

    No prepayment premium shall be due and payable under this Section 2.06(d) with respect to any prepayment made on any Interest Payment Date falling, in the case of the Tranche 1 Loans, after July 15, 2024 and in the case of the Tranche 2 Loans, after July 15, 2026 or, for the avoidance of doubt, with respect to any prepayment made pursuant to Section 2.03(c)(ii) (Withdrawals from Account) of the Cash Collateral Account Security Agreement.
     
    The determination by IFC of any prepayment premium pursuant to this Section 2.06(d) shall be final and conclusive and bind the Borrower (unless the Borrower shows, to the satisfaction of IFC, that such determination involved manifest error).”
     
  (f) Section 4.06 (Conditions of all Disbursements) (q) Loan Availability of the Loan Agreement is amended and restated in its entirety to read as follows:
     
    “Loan Availability. The relevant Disbursement is not requested to be made at any time after (i) in the case of any Disbursement of the Tranche 1 Loans, December 15, 2019 and (ii) in the case of any Disbursement of the Tranche 2 Loans, December 15, 2022; and”

 

3. The amendments provided in paragraph 2 above shall be applicable solely with respect to the matters expressly provided therein, and no other amendments, waivers or consents may be construed or implied. The parties hereto agree that this Amendment Letter shall become effective on the date this Amendment Letter has been executed and delivered by each party hereto.

 

4. Except as otherwise provided in this Amendment Letter, all terms and conditions of the Loan Agreement shall continue in full force and effect. Nothing herein contained shall be construed or interpreted to have the effect of directly or indirectly modifying or in any manner affecting the validity of any provision of the Loan Agreement, other than the provision that has been specifically amended pursuant to this Amendment Letter, nor shall anything herein be construed or interpreted as operating a novation with respect to the Loan Agreement. Each reference to the “Agreement,” “this Agreement” and indirect references such as “hereunder,” “hereby,” “herein,” “hereof’ and words of similar import in the Loan Agreement, as amended hereby, shall be a reference to the Loan Agreement as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time.

 

5. This Amendment Letter may be executed and delivered in counterparts (including by transmission by facsimile or electronic format), each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment Letter by signing any such counterpart.

 

6. Governing Law. This Amendment Letter shall be governed by and construed in accordance with the laws of the State of New York, United States of America. The provisions of Section 7.02 (Notices’), Section 7.05 (Applicable Law and Jurisdiction), and Section 7.09 (Counterparts) of the Loan Agreement are hereby incorporated by reference and, accordingly, shall apply mutatis mutandis to this Amendment Letter.

 

7. Please acknowledge your agreement with the terms and conditions of this Amendment Letter by signing three (3) originals and returning two (2) fully executed originals to IFC.

 

 

Amendment Letter to Amended and  
Restated Loan Agreement Inv. No. 39427-5-March 14, 2022

 

Sincerely,

 

INTERNATIONAL FINANCE CORPORATION

 

 

Raphael Eskinazt

Portfolio Manager

Manufacturing, Agribusiness and Services Department

Latin America and the Caribbean

 

Accepted and Agreed:  
     
LATAM LOGISTICS PER PROPCO LURIN I S.R.L.  
     
By:  
Name:  MICHAEL P. FANGMAN JR  
Title: CEO  

 

 
EX-10.25 16 ex10-25.htm

 

Exhibit 10.25

 

Creating Markets, Creating Opportunities

 

October 16, 2023

 

LatAm Logistic PER PropCo Lurin I S.R.L. Av. Juan de Arona 0151, Suite 701B, Floor 7 San Isidro, Lima, Peru

 

Attn: Mr. Alvaro Chinchayan, Country Manager Peru

 

Peru: LLP Peru

Investment No. 39427

Amendment Letter to the Amended and Restated Loan Agreement

 

Ladies and Gentlemen:

 

1. Reference is made to the Amended and Restated Loan Agreement dated June 18, 2019 (as amended, supplemented or otherwise modified prior to the date hereof, the “Loan Agreement”) among LatAm Logistic PER PropCo Lurin I S.R.L., a sociedad comercial de responsabilidad limitada originated and existing under the laws of the Republic of Peru (the “Borrower”), and International Finance Corporation, an international organization established by Articles of Agreement among its member countries including the Republic of Peru (“IFC”). Unless otherwise defined herein, terms defined in the Loan Agreement shall have the meanings ascribed thereto when used herein.

 

2. By virtue of this letter (the “Amendment Letter”) each of the Borrower and IFC agrees that the Loan Agreement is hereby amended as follows:

 

  (a) Section 2.05 (Repayment) (b)(i) of the Loan Agreement is amended and restated in its entirety to read as follows:

 

    “Subject to Section 1.04 (Business Day Adjustment), the Borrower shall repay the A2 Loan on the following Interest Payment Dates and in the following amounts:

 

Interest Payment Date  Principal Amount Due 
     
January 15,2022  $220,637 
July15, 2022  $229,297 
January 15, 2023  $415,788 
July 15, 2023  $432,107 
January 15, 2024  $781,986 
July 15, 2024  $812,679 
January 15, 2025  $844,576 
July 15, 2025  $877,726 
January 15, 2026  $912,177 
July 15, 2026  $947,981 
January 15, 2027  $985,188 
July 15, 2027  $1,023,856 
January 15, 2028  $1,064,044 
July 15, 2028  $1,105,807 
January 15, 2029  $1,149,210 
July 15, 2029  $1,194,317 
January 15, 2030  $1,241,193 
July 15, 2030  $5,261,431”;

 

WORLD BANKGROUP

 

 

Amendment Letter to Amended and  
Restated Loan Agreement Inv. No. 39427 -2-October 16, 2023

 

  (b) Section 2.05 (Repayment) (b)(ii) of the Loan Agreement is amended and restated in its entirety to read as follows:

 

    “Subject to Section 1.04 (Business Day Adjustment), the Borrower shall repay the B2 Loan on the following Interest Payment Dates and in the following amounts:

 

Interest Payment Date  Principal Amount Due 
     
January 15, 2022  $72,414 
July15, 2022  $75,256 
January 15, 2023  $136,463 
July 15, 2023  $141,820 
January 15, 2024  $256,652 
July 15, 2024  $266,726 
January 15, 2025  $277,195 
July 15, 2025  $288,074 
January 15, 2026  $299,381 
July 15, 2026  $311,132 
January 15, 2027  $323,344 
July 15, 2027  $336,035 
January 15, 2028  $349,224 
July 15, 2028  $362,932 
January 15, 2029  $377,175 
July 15, 2029  $391,980 
January 15, 2030  $407,364 
July 15, 2030  $1,726,833

 

  (c) Section 2.06 (Prepayment) (a) of the Loan Agreement is amended and restated in its entirety to read as follows:

 

    “Without prejudice to Section 2.16 (Illegality of Participation; Sanctions Event) and Section 5.04(c) (Application of Proceeds), the Borrower may prepay:

 

  (i) the Tranche 1 Loans, in whole or in part, on any Interest Payment Date after January 15, 2020; and
     
  (ii) the Tranche 2 Loans, in whole or in part, on any Interest Payment Date after January 15, 2025,

 

    in each case, on not less than 30 days’ prior notice to IFC, but only if: (i) the Borrower simultaneously pays all accrued interest and Increased Costs (if any) on the amount of the Loan to be prepaid, together with the prepayment premium specified in Section 2.06(d) and all other amounts then due and payable under this Agreement, including the amount payable under Section 2.11 (Unwinding Costs), if the prepayment is not made on an Interest Payment Date; (ii) for a partial prepayment of the Tranche 1 Loans, such prepayment is in an aggregate amount not less than $5,000,000 for the A1 Loan and the B1 Loan (taken together), and for a partial prepayment of the Tranche 2 Loans, such prepayment is in an aggregate amount not less than $5,000,000 for the A2 Loan and the B2 Loan (taken together); and (iii) if requested by IFC, the Borrower delivers to IFC, prior to the date of prepayment, evidence satisfactory to IFC that all necessary Authorizations with respect to the prepayment have been obtained.”

 

 

Amendment Letter to Amended and  
Restated Loan Agreement Inv. No. 39427 -3-October 16, 2023

 

  (d) Section 2.06 (Prepayment) (d) of the Loan Agreement is amended and restated in its entirety to read as follows:

 

    “On the date of any prepayment of the Tranche 1 Loans or Tranche 2 Loans in accordance with Section 2.06(a) or (b), the Borrower shall pay a prepayment premium consisting of an amount in the Loan Currency equal to the relevant percentage of the amount to be prepaid, such percentage being:

 

  (i) in the case of the Tranche 1 Loans,

 

  (x) 2%, to the extent the prepayment is made on any Interest Payment Date falling on or prior to July 15, 2022;
     
  (y) 1.5%, to the extent the prepayment is made on any Interest Payment Date falling after July 15, 2022 and on or prior to July 15, 2023;
     
  (z) 1%, to the extent the prepayment is made on any Interest Payment Date falling after July 15, 2023 and on or prior to July 15, 2024; and

 

  (ii) in the case of the Tranche 2 Loans,

 

  (x) 2%, to the extent the prepayment is made on any Interest Payment Date falling on or prior to July 15, 2025;
     
  (y) 1.5%, to the extent the prepayment is made on any Interest Payment Date falling after July 15, 2025 and on or prior to July 15, 2026; and
     
  (z) 1%, to the extent the prepayment is made on any Interest Payment Date falling after July 15, 2026 and on or prior to July 15, 2027.

 

    No prepayment premium shall be due and payable under this Section 2.06(d) with respect to any prepayment made on any Interest Payment Date falling, in the case of the Tranche 1 Loans, after July 15, 2024 and in the case of the Tranche 2 Loans, after July 15, 2026 or, for the avoidance of doubt, with respect to any prepayment made pursuant to Section 2.03(c)(ii) (Withdrawals from Account) of the Cash Collateral Account Security Agreement.
     
    The determination by IFC of any prepayment premium pursuant to this Section 2.06(d) shall be final and conclusive and bind the Borrower (unless the Borrower shows, to the satisfaction of IFC, that such determination involved manifest error).”

 

  (d) Section 4.06 (Conditions of all Disbursements) (q) (Loan Availability) of the Loan Agreement is amended and restated in its entirety to read as follows:

 

    Loan Availability. The relevant Disbursement is not requested to be made at any time after (1) in the case of any Disbursement of the Tranche 1 Loans, December 15, 2019 and (ii) in the case of any Disbursement of the Tranche 2 Loans, March 31, 2024; and”

 

 

Amendment Letter to Amended and  
Restated Loan Agreement Inv. No. 39427 -4-October 16, 2023

 

3. The amendments provided in paragraph 2 above shall be applicable solely with respect to the matters expressly provided therein, and no other amendments, waivers or consents may be construed or implied. The parties hereto agree that this Amendment Letter shall become effective on the date this Amendment Letter has been executed and delivered by each party hereto.

 

4. Except as otherwise provided in this Amendment Letter, all terms and conditions of the Loan Agreement shall continue in full force and effect. Nothing herein contained shall be construed or interpreted to have the effect of directly or indirectly modifying or in any manner affecting the validity of any provision of the Loan Agreement, other than the provision that has been specifically amended pursuant to this Amendment Letter, nor shall anything herein be construed or interpreted as operating a novation with respect to the Loan Agreement. Each reference to the “Agreement,” “this Agreement” and indirect references such as “hereunder,” “hereby,” “herein,” “hereof” and words of similar import in the Loan Agreement, as amended hereby, shall be a reference to the Loan Agreement as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time.

 

5. This Amendment Letter may be executed and delivered in counterparts (including by transmission by facsimile or electronic format), each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment Letter by signing any such counterpart.

 

6. Governing Law. This Amendment Letter shall be governed by and construed in accordance with the laws of the State of New York, United States of America. The provisions of Section 7.02 (Notices), Section 7.05 (Applicable Law and Jurisdiction), and Section 7.09 (Counterparts) of the Loan Agreement are hereby incorporated by reference and, accordingly, shall apply mutatis mutandis to this Amendment Letter.

 

7. Please acknowledge your agreement with the terms and conditions of this Amendment Letter by signing three (3) originals and returning two (2) fully executed originals to IFC.

 

Sincerely,

 

INTERNATIONAL FINANCE CORPORATION

 

 

Daniel San Roman Vera

Acting Portfolio Manager

Manufacturing, Agribusiness and Services

Latin America and the Caribbean

 

Accepted and Agreed:

 

LATAM LOGISTICS PER PROPCO LURIN I S.R.L.  
     
By:  
Name:  Esteban Saldarriaga  
Title: Authorized Representative  

 

 
EX-10.26 17 ex10-26.htm

 

Exhibit 10.26

 

DATE: 30 June 2023

 

L4TAM L OGISTIC PER PROPCO LURINI S.R.E.

Av. Juan de Arona 0151. Suite 701B. Floor 7

San Isidro

Lima, Peru

(as Borrower)

 

LATAM LOGISTIC PER OPCO S.R.L.

(as Guarantor)

 

Peru: LLP Peru

Investment No. 39427

Amendment Letter to the Loan

Agreement

 

 

 

Ladies and Gentlemen:

 

1. Interpretation

 

Reference is made to:

 

  (i) the Amended and Restated Loan Agreement dated June 18, 2019, between LatAm Logistic PER PropCo Lurin I S.R.L, (the “Borrower”) and International Finance Corporation (“IFC”) as amended, modified or supplemented from time to time (rhe “Loan Agreement”); and
     
  (ii) the guarantee given by LatAm Logistic PER OpCo S.R.L, (the “Guarantor”) in connection with ihe Loan Agreement (the “Guarantee”).

 

Unless otherwise defined in this letter, terms defined in the Loan Agreement shall have the meanings ascribed thereto when used in this letter (the “Amendment Letter”).

 

Page | 1

 

 

2. Amendment
   
2.1. In light of the proposed discontinuation of the LIBOR benchmark, the Borrower and IFC hereby agree that the Loan Agreement shall be amended on and from ihe date on which the last signature is appended to this Amendment Letter (the “Effective Date”) as set out in Schedule I hereto
   
2.2. The Guarantor reaffirms that its obligations under the Guarantee given by it in connection with the Loan Agreement and such Guarantee shall remain in full force and effect in respect of the Borrower’s obligations under the Loan Agreement as amended hereby and that the Borrower’s obligations under the Loan Agreement so amended constitute obligations included within such Guarantee.
   
2.3. The Borrower confirms that its obligations, the obligations of Latam Logistic Property Holdings, LLC and the obligations of Latam Logistic Properties S.A. (former Latam Logistic Properties S. de R.L.), under any security given by any of them in connection with the Loan Agreement including, but not limited to, under any “Security Document” as defined on the Loan Agreement, shall remain in full force and effect in respect of the Borrower’s obligations under the Loan Agreement as amended hereby and that such security shall extend to the Loan Agreement so amended.
   
2.4. The Borrower hereby undertakes to make reasonable to ensure that no later than the SOFR Transition Date all such actions have been taken as are necessary or may by IFC be reasonably required to ensure that all guarantees or security given in connection with the Loan Agreement continue in full force and effect notwithstanding the amendments to Loan Agreement made hereby and that such guarantees or security extend to the Loan Agreement so amended.
   
3. Notes

 

The Borrower agrees to issue, upon IFC’s request: (i) a replacement Note fortheTranche I Loans; and, (ii) a replacement Note for the Tranche 2 Loans, substantially in the form attached as Annex Al to Schedule I hereof, each Note together with its corresponding Note Completion Agreement in the form attached as Annex A-2 to Schedule I hereof, and deliver the same to IFC, within five (5) Business Days of being requested by IFC. IFC will, upon receipt of such replacement Notes indicated on (i) and (ii) above, together with their corresponding Note Completion Agreement, return to the Borrower, within fifteen (15) Business Days of receipt of the hard copies of the originals thereof (a) the Note issued by the Borrower on August 18, 2017; and, (b) the Note issued by the Borrower on August 26, 2021, together with their corresponding Note Completion Agreement.

 

4. Representations and Warranties
   
  By its countersignature of this Amendment Letter, the Borrower represents and warrants that:
   
(a) it has obtained all Authorizations required for the validity and enforceability of this Amendment Letter, the Loan Agreement as hereby amended and the Notes and their Note Completion Agreement referred to in Section 3 above;
   
(b) this Amendment Letter has been duly authorized and duly executed by it and constitutes its valid and legally binding obligation, enforceable in accordance with the terms hereof and thereof;

 

Page | 2

 

 

(c) neither the execution and delivery by it of this Amendment Letter nor the performance by it of its obligations hereunder and under the Loan Agreement as hereby amended will (i) contravene any law, Authorization judgment, decree or order or any statute, rule or regulation applicable to it, (If) contravene or result in any breach of any material terms of, or constitute a default or require any consent under the terms of, any indenture, mortgage, agreement or any other binding arrangement to which it is a party or by which it is bound or to which it may be subject or (iii) violate the terms of its Charter; and
   
(d) no Event of Default or Potential Event of Default has occurred and is continuing.
   
5. Financing Document
   
  This Amendment Letter is a Financing Document under and pursuant to the Loan Agreement
   
6. Miscellaneous
   
6.1. Except as expressly amended by this Amendment Letter, all provisions of the Loan Agreement shall continue in full force and effect. No amendments, consents or waivers are given or implied under this Amendment Letter, apart from the amendments expressly provided for herein.
   
6.2. This Amendment Letter may be executed in several counterparts, each of which is an original, but all of which together shall constitute one and the same instrument
   
6.3. The provisions of the Loan Agreement as to the governing law of the Loan Agreement and the resolution of disputes arising out of in connection with the Loan Agreement (howsoever headed) are incorporated in full herein by reference,’muiatis mutandis, and as if each reference in those provisions to “this Agreement” or a “Financing Document” were a reference to this Amendment Letter, and each reference in those provisions to a “party” or (as the case may be) “parties” were a reference to a party or (as the case may be) parties to this letter.

 

Please acknowledge your agreement and acceptance of the foregoing by executing this Amendment Letter in the space provided below.

 

[Signature Pages Follow]

 

Page | 3

 

 

Yours faithfully.  
   
INTERNATIONAL FINANCE CORPORATION  
     
By:    
Name: Daniel San Roman Vera  
Title: Acting Portfolio Manager  
  Manufacturing. Agribusiness and Services Department  
  Latin America and the Caribbean  
Date:    

 

Page | 4

 

 

Accepted and agreed.  
   
LATAM LOGISTIC PER PROPCO LURIN I S.R.L.  
     
By:  
Name: Esteban Saldarriaga Gaviria  
Title: CEO  
Date:    

 

Page | 5

 

 

Accepted and agreed.  
   
LATAM LOGISTIC PER OPCO S.R.L.  
     
By:  
Name: Esteban Saldarriaga Gaviria  
Title: CEO  
Date:    

 

Page | 6

 

 

SCHEDULE 1

 

Section 1. Rate ‘switch

 

Section 1.01. Rale Switch and Override. On and from the SOFR Transition Date, the provisions set out in this Schedule shall apply to each Loan or unpaid sum denominated in USD and the terms contained in this Amendment Letter shall override anything relating to such Loans or unpaid sums under the L oan Agreement where there would otherwise be a conflict of terms.

 

Section 1.02. Continuing Obligations. The provisions of the Loan Agreement will, except as amended and supplemented by this Amendment Letter, continue in full force and effect.

 

Section 2. Defined Terms

 

Section 2.01. New and amended definitions. In this Schedule:

 

‘Business Day” has the meaning given to this term in the Loan Agreement, and shall in addition include (i) for the purpose of determining the Interest Rate, a SOFR Banking Day; and (ii) for all other purposes, a day that is a SOFR Ranking Day and on which banks are open for business in New York, New York;

 

‘‘Credit Adjustment Spread” means a per annum rate equal to 0.42826%;

 

“Interest Determination Date” has the meaning given to this term in the I oan Agreement, provided, however, in the event any of the provisions of Section 3.01 (b) (Calculation of Interest/ apply, such date shall be determined by IFC pursuant to the benchmark methodology provided by the relevant administrator for the relevant rate;

 

“Interest Rate” means for any interest period, the rate at which interest is payable during that interest period, determined in accordance with the terms of this Schedule;

 

“Market Disruption Rate” means in relation to any Interest Period of any Loan;

 

(a) the Reference Rate on the Interest Determination Date for that Interest Period; plus

 

(b) the Credit Adjustment Spread;.

 

“Reference Rate” means in relation to any Interest Period of any Loan:

 

(a) Term SOFR on the Interest Determination Date for that Interest Period for 6 months (or, in the case of the first Interest Period for any Disbursement, for 1 month, 3 months or 6 months, whichever period is closest to the duration of the relevant Interest Period (or, if two periods are equally close, the longer one)); or

 

(b) any fallback or replacement rate for Term SOFR determined pursuant to Section 3.01. (Calculation of Interest) below;

 

“SOFR” means the secured overnight financing rate administered by the Federal Reserve Bank of New Y’ork (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate);

 

“SOFR Banking Day” means any day other than:

 

(a) a Saturday or Sunday; and

 

Page | 7

 

 

(b) a day on which the Securities Industry and Financial Markets Association (or any successor organization) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities;

 

“SOFR Transition Date” means the first Interest Paymeni Date occurring after June 30, 2023;

 

“Term SOFR” means for any day such rate as may be required for rhe purposes of this Agreement, the forward-looking term rate based on SOFR for the relevant maturity as provided by the Term SOFR Administrator to, and published by, authorized distributors of Term SOFR at 6:00 a.m., New York time (or any amended publication time for Term SOFR, as specified by the Term SOFR Administrator in the Term SOFR benchmark methodology); provided, however, that if that rate is subsequently corrected and provided by the Term SOFR Administrator to, and published by, authorized distributors of Term SOFR within the longer of one hour of the time when such rate is first published by authorized distributors of Tenn SOFR and the republication cut-off time for Term SOFR. if any, as specified by the Term SOFR Administrator in the Term SOFR benchmark methodology then that rate will be subject to those corrections;

 

“Term SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator);

 

“Term SOFR Index Cessation Effective Date” means, in respect of Term SOFR and a Term SOFR Index Cessation Event, the first date on which Term SOFR would ordinarily have been provided and is no longer provided;

 

“Term SOFR Index Cessation Event” means in respect of Term SOFR:

 

(a) a public statement or publication of information b> or on behalf of the Term SOFR Administrator announcing that it has ceased or will cease to provide Term SOFR permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide Term SOFR; or

 

(b) a public statement or publication of information by the regulatory supervisor for the Tenn SOFR Administrator, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the Term SOFR Administrator or a court or any entity with similar insolvency or resolution authority over the Term SOFR Administrator which states that the Term SOFR Administrator has ceased or will cease to provide Term SOFR permanently, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide Term SOFR;

 

“Term SOFR Recommended Fallback Rale” means the rate (inclusive of any spreads or adjustments) recommended as the replacement for Term SOFR by:

 

(a) the Term SOFR Administrator; or

 

(b) if the Term SOFR Administrator does not make a recommendation, a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York or the supervisor for the Term SOFR Administrator for the purpose of recommending a replacement for Term SOFR (which rate may be produced by the Term SOFR Administrator or another administrator) and as provided by the administrator of that rate (or a successor administrator) or, if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorized distributor:

 

Page | 8

 

 

“Term SOFR Recommended Fallback Rate Index Cessation Effective Date” means, in respect SWOF v. 605-16062022 of the Term SOFR Recommended Fallback Rate and a Term SOFR Recommended Fallback Rate Index Cessation Event, the first date on which the Term SOFR Recommended Fallback Rate would ordinarily have been provided and is no longer provided;

 

‘Term SOFR Recommended Fallback Rate Index Cessation Event” means in respect of Term SOFR Recommended Fallback Rate:

 

(a) a public statement or publication of information by or on behalf of the administrator of the Term SOFR Recommended Fallback Rate announcing that it has ceased or will cease to provide the Term SOFR Recommended Fallback Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide Term SOFR Recommended Fallback Rate; or

 

(b) a public statement or publication of information by the regulatory supervisor for the administrator of the Term SOFR Recommended Fallback Rate, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator of the Term SOFR Recommended Fallback Rate or a court or any entity with similar insolvency or resolution authority over the administrator of the Term SOFR Recommended Fallback Rate which states that the administrator of the Term SOFR Recommended Fallback Rate has ceased or will cease to provide Term SOFR Recommended Fallback Rate permanently, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide a Ferm SOFR Recommended Fallback Rate.

 

Section 3. Consequential amendments relating to Rate Switch

 

Section 3.01. Calculation of Interest, (a) As of the SOFR Transition Date, the Interest Rate for any Interest Period shall be the rate which is the sum of:

 

  (i) the Relevant Spread;
     
  (ii) the Credit Adjustment Spread; and
     
  (iii) subject to subsection (b) below, the Reference Rate on the Interest Determination Date forthat Interest Period for 6 momhs (or, in the case of the first Interest Period for any Disbursement, for I month, 3 months or 6 months, whichever period is closest to the duration of the relevant interest Period (or, if two periods are equally close, the longer one)), provided further that if the sum of the Credit Adjustment Spread and the Reference Rate is less than zero, such sum shall be deemed to be zero.

 

  (b) (i) Temporary Non-Publication of Term SOFR. If (A) Term SOFR for the duration of the relevant Interest Period is not published by the Term SOFR Administrator or an authorized distributor on an Interest Determination Date and is not otherwise provided by the Term SOFR Administrator on such date and (B) a Term SOFR Index Cessation Event shall not have occurred, then the rate for that Interest Determination Date will be the last provided or published Term SOFR for the duration of the relevant Interest Period.
       
    (ii) A Term SOFR Index Cessation Effective Date. If a Tenn SOFR Index Cessation Event has occurred, the rate in respect of an Interest Determination Date occurring on or after the Term SOFR Index Cessation Effective Date will be, subject to subsections (iii) and (iv) below, the Term SOFR Recommended Fallback Rate for the duration of the relevant Interest Period.

 

Page | 9

 

 

    (iii) Temporary Non-Publication of Term SOFR Recommended Fallback Rate. Subject to subsection (iv) below, it there is a Term SOFR Recommended Fallback Rate before the end of the first SOFR Banking Day following the Term SOFR Index Cessation Effective Date but neither the Term SOFR Administrator nor authorized distributors provide or publish the ferm SOI-R Recommended Fallback Rate for the duration of the relevant Interest Period, then, in respect of an Interest Determination Date for which the Term SOFR Recommended Fallback Rate is required, references to the Term SOFR Recommended Fallback Rate for the duration of the relevant Interest Period will be deemed to be references to the Iasi provided or published Term SOFR Recommended Fallback Rate for the duration of the relevant Interest Period; provided, however, that if there is no last provided or published Term SOFR Recommended Fallback Rate fbr the duration of the relevant Interest Period, ihcn in respect of an Interest Determination Date for which the Term SOFR Recommended Fallback Rate is required, references to the Term SOFR Recommended Fallback Rate for the duration of the relevant Interest Period will be deemed to be references to the last provided or published Term SOFR for such period.
       
    (iv) No Term SOFR Recommended Fallback Rate or Term SOFR Recommended Fallback Rate Index Cessation Effective Date. If:

 

  (A) there is no Term SOFR Recommended Fallback Rate before the end of the first SOFR Banking Day following the Term SOFR Index Cessation Effective Date; or
     
  (B) there is a Term SOFR Recommended Fallback Rate and a Term SOFR Recommended Fallback Rate Index Cessation Effective Date subsequently occurs,

 

then the rate for an Interest Determination Date occurring on or after the Term SOFR Index Cessation Effective Date or after the Term SOFR Recommended Fallback Rate Index Cessation Effective Date (as applicable) will be such rate as IFC may determine to be an appropriate successor or replacement for Term SOFR based on deiivaiives market practices ihen in effect or such other commercially reasonable alternative for Term SOFR as may be selected by IFC in its sole discretion as an appropriate benchmark for financing under this Agreement.

 

Section 3.02. Disapplication of LIBOR Provisions. As of the SOFR Transition Date, any provisions in the Loan Agreement relating to LIBOR, including the defined term “LIBOR” and any provisions relating io a replacement or substitute rate thereof, shall no longer apply and are overridden by the provisions in this Section 3 (Consequential amendments relating to Rate Switch’).

 

Section 3.03. Market Disruption Provisions. As of the SOFR Transition Date,

 

(a) any reference to LIBOR in the defined term “Market Disruption Event” shall be replaced with a reference to “the Market Disruption Rate”; and

 

(b) any reference to LIBOR in section 2.03(e) of the Loan Agreement, shall be replaced with a reference to “to the sum of (i) the Credit Adjustment Spread; and (ii) ihe Reference Rate for the relevant period”.

 

Page | 10

 

 

ANNEX A-l

 

Form of Note

 

PAGARE

 

  Monto Total:  US$ ______________________
  Lugary Fecha de Etnision: [♦]
  Fecha de Vcncimiento: __________________

 

En virtud del presente Pagare (el “Pagare”), emitido de conformidad con el articulo 10° de la Ley de Titulos Valores promulgada mediante Ley N° 27287 (la “Lev de Titulos Valores”), nosotros, LATAM LOGISTIC PER PROPCO LURIN I S.R.L, (la “Sociedud”), una sociedad comercial de responsabilidad limitada, identificada con Registro Unico de Contribuyente - RUC N° 20601055539, validamente constituida y debidamente inscrita cn la Partida Electronica N° 13581379 del Registro de Personas Jurfdicas de la Oficina Registral de Lima, con domicilio para estos efectos en Av. Juan de Arona N° 151, Interior 70IB, distrito de San Isidro, provincia y depart^mento de Lima, Peru, debidamente representada por el sefior [*], identificado con Documento Nacional de Identidad N” [*], [segun podcres inscritos en la Partida Electronica N° 13581379 del Registro de Personas Juridicas de la Oficina Registral de Lima], reconocemos que debemos y nos obligamos a pagar en forma incondicional e irrevocable, en la fecha que este Pagare sea presentado para su pago indicada en la parte superior de este Pagare (en adelante, la “‘Fecha de Vcncimiento”). mediante fondos disponibles de inmediato, a la orden de INTERNATIONAL FINANCE CORPORATION - IFC (el “IFC”) o de la persona natural o iuridica tenedora del presente Pagare a quien haya sido endosado este Pagare, contra la presentacion del original del presente Pagare, debidamente completado, la suma de US$_________________(__________________________________________Dolares de los Estados Unidos de America) (el “Monto Total”), de los cuales: (i)

 

US$ _________( __________________________________________________________________________ Dolares de los Estados Unidos de America) corresponden al irnporte de capital adeudado por la Sociedad al IFC; (n) US$______

 

(_______________________________________________ Dolares de los Estados Unidos de America) corresponden a los intereses compensatorios devengados hasta la Fecha de Vencimicnto; (Hi) USS (Dolares de los Estados Unidos de America) corresponden a los intereses moratorios devengados hasta la Fecha de Vcncimiento; y, (iv) US$

 

(____________________________________________________Dolares de los Estados Unidos de America) corresponden a conceptos adicionales (incluyendo costos, gastos y comisiones) que se hayan devengado hasta la Fecha de Vcncimiento; mas los intereses que se devenguen sobre el irnporte de capital a partir de la Fecha de Vcncimiento hasta su pago total; y las comisiones y los gastos que adeudemos a dicha fecha segun los terminos del presente Pagare. La suma de capital mencionada la hemos recibido del IFC, a nuestra entera satisfaccibn, y se ha devengado efectivamcnte el irnporte mencionado de intereses, no habiendo lugar a reclame de ninguna clase de nuestra parte.

 

La Sociedad se obliga a efectuar el pago del Monto Total a su primera presentacion para el pago (siempre que sea en o despues de la Fecha de Vencimiento), mediante deposito en la cuenta N° 10215220300 abierta a nombre del IFC en Northern Trust International Banking Corporation, New York, New York, U.S.A. (Codigo ABA&026001122) o en cualquier otra cuenta que el IFC o el tenedor del Pagare designe e informe a la Sociedad por escrito, antes de las 10:00 horas (hora de la Ciudad de Nueva York, Estado de Nueva York, Estados Unidos de America). El presente acuerdo constituye un pacto en contrario a lo establecido en el articulo 1238° del Codigo Civil.

 

El Monto Total debera ser pagado por la Sociedad al IFC o al tenedor de este Pagare necesaria y obligatoriamente en Dolares de los Estados Unidos de America, de conformidad con lo establecido por el articulo 50° de la Ley de Titulos Valores, constituyendo este acuerdo pacto en contrario a lo establecido en el segundo parrafo del articulo 1237° del Codigo Civil. En el supuesto de que en el future se dictase cualquier norma o disposicion legal que estableciera que no pueden pagarse en moneda extranjera obligaciones contraidas en Dolares de los Estados Unidos de America, la Sociedad no quedara eximida del pago de sus obligaciones contenidas en este Pagare por ninguna circunstancia y debera pagar dichas obligaciones en Soles, de manera tai que, el irnporte que reciba el IFC o el tenedor de este Pagare SWOF v. 605-16062022 sea suficiente para adquirir en el mercado cambiario la misma cantidad de Ddlares de los Estados Unidos de America que corresponda para efectuar el pago del Monto Total en esta moneda. En todo caso, queda expresamente convenido que la Sociedad no quedara liberada respecto de sus obligaciones de pago representadas en el presente Pagare hasta que el IFC o el tenedor de este Pagare haya recibido el Integra del monto adeudado a su favor en Dolares de los Estados Unidos de America, o en Soles de acuerdo a la excepcion contemplada anteriormente, en la cuenta detallada en el presente Pagare (u otra cuenta comunicada por escrito a la Sociedad por el IFC o el tenedor del Pagare).

 

Page | 11

 

 

El presente Pagare debera completarse de conformidad con Io establecido en el mismo Pagare y el documento denominado “Acuerdo de Llenado de Pagare” suscrito por la Sociedad y el IFC con fecha [*[ de [* | de [*] (el “Acuerdo de 1 Icnado de Pa^ra”). En tai sentido, no existe lugar a reclame de ninguna clase de nuestra parte, salvo que el presente Pagare haya sido completado en forma contraria a las disposiciones establecidas en el presente Pagare o en el Acuerdo de Llenado de Pagare.

 

Nos obligamos a pagar, con relacion a los importes mencionados en el primer parrafo del presente Pagare, a partir de la Fecha de Vencimiento y hasta que los mismos sean pagados en su integridad: (z) un interes compensatorio equivalente a una tasa nominal anual igual a cinco punto veinticinco por ciento (5.25%) mas una tasa nominal anual igual a cero punto cuarentay dos mil ochocientos veintiseis (0.42826%) mas(la “Tasa de Interes Compensatorio”) aplicable sobre los importes pendientes de pago, el cual se devengara en forma automatica a partir de la Fecha de Vencimiento, hasta la fecha que el mismo sea pagado en su integridad; y, (ii) un interes moratorio a una tasa nominal anual de dos por ciento (2.00%) que se sumara a la Tasa de Interes Compensatorio (la “Tasa de Interes Moratorio”) aplicable sobre los importes pendientes de pago, el cual se devengara en forma automatica a partir de la Fecha de Vencimiento hasta la fecha en que el mismo sea pagado en su integridad; mas los gastos notariales, costos y costas judiciales y extrajudiciales incurridos por el IFC o el tenedor del Pagare en razon de nuestro incumplimiento.

 

Los intereses que se generen conforme al presente Pagare seran calculados sobre la base de un ano de trescientos sesenta (360) dlas en funcion a los dlas efectivamente transcurridos (incluyendose el primer di’a, pero excluyendose el ultimo dia). Si en cualquier momento y por cualquier motivo, la Tasa de Interes Compensatorio y/o la Tasa de Interes Moratorio pagablc bajo el presente Pagare excedc la tasa maxima de interes permitida bajo la ley aplicable, dicha tasa de interes se reducira automaticamente a la tasa maxima de interes permitida bajo la ley aplicable.

 

Se deja establecido que el solo hecho de que la Sociedad no cumpla con el pago del Monto Total adeudado segun este Pagare en la Fecha de Vencimiento determinara que incurra en mora en forma automatica, a partir del dia siguiente a la Fecha de Vencimiento, sin necesidad de requerimiento o intimation adicional alguna por parte del IFC o del tenedor de este Pagare. Para este efecto, la Sociedad deja establecido que el presente Pagare es emitido conteniendo la clausula “sin protesto” de conformidad con lo establecido por el articulo 52° de la Ley de Htulos Valores, lo cual libera al IFC o al tenedor del mismo, segun sea el caso, de efectuar y cumplir con esta formalidad para ejercitar las acciones derivadas de este titulo valor. Sin embargo, el IFC o el tenedor de este Pagare podra protestar este Pagare si asi lo estima conveniente, en cuyo caso debera hacerlo mediante notification que se curse al domicilio de la Sociedad consignado en este Pagare.

 

En aplicacion de lo dispuesto por el articulo 49° de la Ley de Tltulos Valores, la Sociedad presta desde ahora, y por todo el tiempo que se encuentren vigentes o impagas las obligaciones representadas por el presente Pagare, su consentimiento expreso e irrevocable para que el IFC, o la persona natural o juridica tenedora del presente titulo valor, pueda renovar y/o prorrogar el mismo a su vencimiento o despues de el, no requiriendo que tai prorroga o renovation sea aceptada por la Sociedad, bastando para ello que el IFC o el tenedor de este Pagare efectue la anotacion o las anotaciones correspondientes en este documento, estableciendo los terminos y condiciones de dicha renovation o prorroga. Sin perjuicio de lo senalado, el IFC o el tenedor de este Pagare debera informar de manera oportuna y por escrito la nueva fecha de vencimiento a la Sociedad.

 

En caso de ejecucion del presente Pagare o de realization de cualquier gestion de cobranza del mismo, nos obligamos a pagar las costas (incluidos los honorarios de abogados y asesores)i los costos judiciales, extrajudiciales, tributes y los demas gastos en los que tuviese que incurrir el IFC o el tenedor de este titulo valor para efectos de lograr su cobranza.

 

Todos los pages a ser efectuados de acuerdo con este Pagare deberan ser cancelados fibres de cualquier deduction por concepto de impuesto, retention, compensation o gasto. gravamenes, tasas, derechos u otros recargos de cualquier naturaleza. presente o future, que pueda resultar aplicable (la “Deduction”). En caso la Sociedad se vea obligada, por cualquier razon, a efectuar una Deduction, la Sociedad debera realizar tantos pagos adicionales al IFC (o al tenedor del Pagare) como sean necesarios para que, luego de efectuadas todas las Deducciones (incluyendo aquellas sobre todos los pagos adicionales debidos en virtud del presente Pagare), el IFC (o el tenedor del Pagare) reciba un monto igual al monto que hubiera recibido si dichas Deducciones no hubieran sido realizadas.Asimismo, queda establecido que las obligaciones contenidas en este Pagare no se extinguiran aun cuando por culpa de IFC o el tenedor de este Pagare se hubiese perjudicado este Pagare, constituyendo el presente acuerdo un pacto en contrario a lo dispuesto por el articulo 1233° del Codigo Civil.

 

Page | 12

 

 

Nos sometemos a la jurisdiccion y competencia de los Jueces y Tribunales del Distrito Judicial del Cercado de Lima para la cobranza o la solucion de cualquier controversial relacionada con el presente Pagare y, en este acto, renunciamos irrevocablemente a cualquier otra jurisdiccion que pudiera correspondernus por nuestro domicilio presente o futuro o por cualquier otra causa respecto de cualquiera de dichas acciones o procedimientos.

 

Senalamos como nuestro domicilio para cualquier notificacidn. comunicacion o requerimiento que deba efectuarse cn relacibn al presente Pagare, sea de caracter judicial o extrajudicial, el senalado en el primer parrafo del presente Pagare, lugar donde se nos reputara siempre presentes para todos los efectos del prcsente Pagare, hasta el momento en que cumplamos con pagar la integridad del Monto Total representado en el mismo.

 

El presente Pagare se encuentra regulado y debera ser interpretadu conforme a las disposiciones legales aplicables que se encuentran vigentes en la Republica del Peru. En particular, sin que la presente enumeracion tenga caracter limitativo, seran aplicables al presente Pagare las disposiciones contenidas en la Ley de Titulus Valores, el Codigo Civil y el Codigo Procesal Civil, asi como las disposiciones legales que las sustituyan en el futuro, salvo aquellas disposiciones de caracter supletorio que fuesen inconsistentes con el texto expreso del mismo.

 

Una vez que el Monto Total sea pagado, sera de aplicacion lo dispuesto en el numeral 1 del articulo 17° de la Ley de Titulos Valores. En ese sentido, el presente Pagare sera cancelado y devuelto luego de haber sido irrevocablemente pagado en su integridad.

 

En este acto, la Sociedad declara haber recibido una copia de este Pagare, asi como del Acuerdo de Llenado de Pagare, a su completa y entera satisfaccion.

 

Este Pagare consta en [*] ([*]) paginas que constituyen, todas, un unico instrumento.

 

El representante de la Sociedad suscribe y entrega este Pagare en la fecha de suscripcion del mismo, estando debidamente autorizado para ello.

 

[*], [*] de [*] de [*].

 

 

LATAM LOGISTIC PER PROPCO LURIN I S.R.L.

RUC N° 20601055539

Domicilio: Av. Juan de AronaN’ 151, Interior 70IB, distrito de San Isidro, provinciay dcpartamento de Lima, Peru.

Nombre del representante: [*]

Documento de identidad: [*]

Cargo: Apoderado

Poder otorgado en [la Junta General de Accionistas del Dcudor de fecha 13 de junio de 2019 e inscrito en la Partida Electronica N° 13581379 del Registro de Personas Juridicas de I.ima.J

 

Page | 13

 

 

ANNEX A-2

 

Form ot Note Completion Agreement

 

ACUERDO DE LLENADO DF PAGARE

 

Por medio de presente Acuerdo de Llenado de Pagare (el “Acuerdo de Llenado de Pagare”), LATAM LOGISTIC PER PROPCO LURIN I S.R.L, (la “Sociedad”), idendficada con Registro Unico de Contribuyente — RLIC N° 20601055539, con dumicilio para estos efectos en Av. Juan de Arona N° 151. Interior 70IB, distrito de San Isidro, provinciay departamento de Lima. Peru, debidamente representado por [*|. identiticado con Documento Nacional de Idenlidad N° [*], segun poderes |inscritos en la Partida Electronica N° 13581376 del Registro de Personas Juridicas de la Oficina Registral de l ima]; e, INTERNATIONAL FINANCE CORPORATION - IFC, una institucion financiera internacional perteneciente al Banco Mundial, constituiday existente de conformidad con su Convenio de Constitucion, suscrito por los palses que son parte, entre los que se encuentra la Republica del Peru (el “IFC”), con domicilio para estos efectos en 2121 Pennsylvania Ave NW, Washington, DC 20433, Estados Unidos de America, debidamente representado por [*L identiticado con Documento Nacional de Identidad N° [*], segun poderes [que se encuentran inscritos en la Partida Electronica N° 12574269 del Registro de Personas Juridicas de la Oficina Registral de Lima]; acuerdan que el Pagare incompleto de fecha [*J de [*] de [*] (el ‘‘Pagare”). emitido por la Sociedad a favor de IFC de conformidad con el contrato de prestamo denominado “Amended and Restated Loan Agreement” suscrito con fecha 18 de junio de 2019 entre la Sociedad como prestatario (Borrower) y el IFC como prestamista, tai y como dicho documento fue modificado a traves de la carta de enmienda denominada “Amendment Letter to the Loan Agreement” suscrita con fecha | *] de [*] de [*], y tai y como dicho documento sea modificado de tiempo en tiempo (el “Contrato de Prestamo”), sera completado por IFC de conformidad con las instrucciones que se detallan a continuation.

 

En ese sentido, por medio del presente Acuerdo de Llenado de Pagare, la Sociedad autoriza irrcvucablcmente al IFC, de conformidad con el artlculo 10° de la Ley de Titulos Valores aprobada mediante la Ley N° 27287, a completar el Pagare de acuerdo con lo siguiente:

 

  1. El Pagare sera completado ante la configuration de un Evento de Incumplimiento (Event of Default, segun este termino es definido en el Contrato de Prestamo) que origine, segun los terminos y condiciones del Contrato de Prestamo, la aceleracion de los plazos y la exigibilidad de las obligaciones contraidas por la Sociedad frente al IFC bajo el Contrato de Prestamo.
     
  2. La fecha a completar en la seccion referida a “Fecha de Vencimiento” del Pagare debera ser la misma fecha o fecha posterior al dia en el cual IFC declare, segun los terminos y condiciones del Contrato de Prestamo. que las obligaciones de la Sociedad bajo el Contrato de Prestamo han devenido en exigibles.
     
  3. La tasa de interes compensatorio a completar en el Pagare sera equivalente a una tasa nominal anual igual a cinco punto veinticinco por ciento (5.25%) mas una tasa nominal anual igual a cero punto cuarenta y dos mil ochocientos veintiseis (0.42826%) mas Tasa de Referencia en la Fecha de Determination del Interes Compensatorio (Reference Rate on the Interest Determination Date, segun este termino es definido en el “Amendment Letter to the Loan Agreement”), de acuerdo con los terminos y condiciones cstablecidos en la Seccion 3.01 del “Amendment Letter to the Loan Agreement”.
     
  4. El monto a completar en la seccion referida a “Monto Total” del Pagare debera ser el monto que se derive de la liquidation que efectue el IFC, segun los terminos y condiciones del Contrato de Prestamo, del integro de la deuda de la Sociedad frente al IFC al momenta de la declaration de vencimiento y exigibilidad de los montos pendientes de pago bajo el Contrato de Prestamo. por concepto de principal, intereses compensatorios, interests muratorios, comisioncs, costos, gastos y todo monto que se adeude por cualquier otro concepto a la Fecha de Vencimiento que sc haya completado segun el numeral 2 anterior, en relation con el Tramo [*] (Tranche [*]) del Contrato de Prestamo.
     
  5. Una vez que el Acreedor efectue la liquidation a que se refiere el parrafo anterior y determine a cuanto asciende el “Monto Total” del Pagare a la “Fecha de Vencimiento”, procedera a completar el Pagare con la(s) referida(s) cantidad(es).
     
  6. A efectos de completar el Pagare bastara lo establecido en el presente Acuerdo de Llenado de Pagare, no siendo necesaria la aprobacion o consentimicnlo de la Sociedad o de algiin tcrcero, ni ninguna decision o sentencia SWOP v. 605-16062022 emitida pur un juez, tribunal arbitral o autoridad administrativa, ya sea de manera previa, simultanea o posterior para completar el Pagare.

 

Page | 14

 

 

  7. La Sociedad renuncia expresamente a la inclusion de una clausula que impida o limite la librc negociacion del Pagare. En ese sentido, la Sociedad reconoce y accpta que el endoso y/o transferencia del Pagare conlleva tambien la transferencia -a favor del tenedor del Pagare- de los derechos y obligaciones asumidos por IFC bajo el presente Acuerdo de Llenado de Pagare (incluyendo la potestad de completar el Pagare conforme con los terminos estipulados en el presente documento). En ese sentido. por medio del presente documento, la Sociedad otorga su consentimiento anticipado para la cesion de los derechos, obligaciones y la position contractual de IFC bajo el presente Acuerdo de Llenado de Pagare, sin necesidad de acto o declaration posterior alguna, excepto por la comunicacion a que se refiere el articulo 1435° del Codigo Civil.
     
  8. La Sociedad declara expresamente conocer los mecanismos de protection que las leyes de la Rcpublica del Peru Ie otorgan para la emision y aceptacion del Pagare. Asimismo, la Sociedad declara expresamente haber recibido de IFC una copia del Pagare incomplete emitido por el primero.

 

El presente Acuerdo de Llenado de Pagare se rige por las leyes de la Repiiblica del Peru y se extiende de conformidad con lo senalado en el articulo 10° de la Ley de Titulos Valores.

 

Las panes se someten a la competencia de los jueces y tribunales del Distrito Judicial del Cercado de Lima, para cuyo efecto renuncian al fuero de sus domicilios.

 

[*], [*] de [*] de [*]

 

Suscrito por la Sociedad:

 

 

LATAM LOGISTIC PER PROPCO LI RIS I S.R.L.

RUC N° 20601055539

Domicil io: Av. Juan de Arona N° 151. Interior 701R, distrito de San Isidro, provinciay departamento de Lima. Peru.

Sombre del representante: [*]

Documento de Idcntidad: [*]

Cargo: Apoderado

Poder |inscrito en la Partida Electronica N° 13581379 del Registro de Personas Juridicas de Lima.]

 

Suscrito por IFC:

 

 

INTERNATIONAL FINANCE CORPORATION - IFC

Domitilio: 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, Estados Unidos de America.

Nombre del Representante: [*]

Documento de Identidad: [*]

Cargo: [*]

Poder [inscrito en la Partida Electronica N° 12574269 del Registro de Personas Juridicas de Lima.]

 

Page | 15

 

 

EX-10.27 18 ex10-27.htm

 

Exhibit 10.27

 

LEASING AGREEMENT NUMBER: 257617

 

GENERAL INFORMATION

 

BANCOLOMBIA S.A. INFORMATION

 

Representative: MARTIN ORLANDO PRIETO RODRIGUEZ

Identification: C.C. 79048722

Capacity: SPECIAL ATTORNEY-IN-FACT

 

LESSEE INFORMATION:

 

Name: LATAM LOGISTIC COL PROPCO COTA 1 S.A.S

Constitution Deed: Private document dated July 5, 2016, registered at the Chamber of Commerce of Bogota on July 6, 2016, under number 02119670 of Book IX

Representative: Michael Patrick Fangman, bearer of P.P. No. [642954587]; ii) Guillermo Jose Zarco Berdejo bearer of ID No. 79,693,866; and (iii) Esteban Saldarriaga Gaviria bearer of ID No. 81,717,335

Capacity: Legal Representative

Authorization:

 

ASSETS AND SUPPLIERS

 

Supplier: Autonomous Heritage called FIDEICOMISO LATAM LOGISTIC COL PROPCO COTA 1
Description of the Asset: Warehouse 300 Project Logistic Park Street 80
Property Address: Km 8.5 Bogota - Medellin Highway, North Side, Vereda la Punta, Tenjo, Cundinamarca.
Location: Tenjo, Cundinamarca

 

Detailed information about the asset(s) may be indicated in the Initiation Annex of the Term sent by BANCOLOMBIA S.A. to THE LESSEE and/or in the final invoice(s) issued by THE SUPPLIER(s) of the asset(s).

 

VALUE OF THE ASSET(S) SUBJECT TO THIS CONTRACT: 82,186,000,000.00

Construction: 69,036,240,000.00

Land: 13,149,760,000.00

 

If the asset(s) subject to this CONTRACT requires a process of importation, manufacturing, construction, or legalization of THE PROPERTY, the value of the asset(s) will be the result of adding the amount of all disbursements made during the advance stage, which will be adjusted and indicated in the Initiation Annex of the Term.

 

FINANCIAL CONDITIONS

 

Reference Basic Rate: IBR N.A.M.V

 

The above-mentioned rate will be expressed in Effective Annual Terms for the calculation of the rent, in the Initiation Annex of the Term.

 

 

 

 

Mode: Terminated

CONTRACT Term: 180 months.

Payment Frequency: Monthly

Grace Period: 6

Frequency for CONTRACT Rate Determination: Monthly.

The IBR N.A.M.V. will correspond to that of the rate determination week.

 

The Initiation Annex of the Term will indicate the payment date of the first installment and the date for the initial rate determination, which will continue to be determined with the initially specified frequency.

 

TYPE OF AMORTIZATION

 

Installment:

Initial Extraordinary Payment: 37,686,000,000

This amount, to be paid as capital at the beginning of the term, must be paid by THE LESSEE as a prerequisite to initiate the process of purchase, importation, construction, or legalization of THE PROPERTY of the asset(s) subject to this CONTRACT. It may vary according to the conditions of the operation approval. In case of changes in the value of the asset(s) subject to this CONTRACT, the remaining balance must be paid by THE LESSEE on the term initiation date.

 

PURCHASE OPTION:

 

Payment Date: On the maturity date.

Option Percentage: 1.00%

Value: Will be indicated in the initiation annex of the term

If the asset(s) subject to this CONTRACT requires a process of importation, manufacturing, construction, or legalization of THE PROPERTY, the value of the purchase option will be indicated in the Initiation Annex of the Term.

 

INSURANCE DURING THE CONTRACT TERM

 

Insurance Type: COLLECTIVE

Type of Insurance by Branch:

It will be indicated in the Initiation Annex of the Term. THE LESSEE has expressed the intention to take out insurance with BANCOLOMBIA S.A.’s collective policy to protect the assets subject to this CONTRACT as established in section 18 of Part I. In this sense, THE LESSEE authorizes BANCOLOMBIA S.A. to take out insurance on its behalf by managing the procedures for its inclusion in said collective policy for the entire term of the leasing CONTRACT.

 

The insurance conditions and the insured value will be provided with the Initiation Annex of the Term.

The insured value will be indicated in the Initiation Annex of the Term.

 

Additional Conditions (Covenants, additional clauses, commissions, among others)

BINDING TO REAL ESTATE UNIT:

Leasing CONTRACT:

 

 

 

 

FIRST: THE LESSEE will receive a benefit in the form of including points or the discount given in the rate from the moment of CONTRACT signing on acquiring a property that has a certification. The client must select the EDGE, LEED, CASA, SITES, Parksmart, TRUE, WELL.

 

To achieve this, THE LESSEE must present the following documents during the advance stage so that the CONTRACT activation can be done with the rate benefit.

 

To maintain that benefit, it will be the obligation of THE LESSEE to present the final EDGE, LEED, CASA, SITES, Parksmart, TRUE, WELL certification within a maximum period of 6 months after the CONTRACT activation date, extendable for an equal period, at the decision of BANCOLOMBIA. If this last requirement is not met, BANCOLOMBIA has the authority to remove the rate benefit granted to THE LESSEE, starting from that moment, applying the rate without any benefit for the operation.

 

CLAUSE

 

Between the undersigned, BANCOLOMBIA S.A., represented in this CONTRACT by the person indicated in General Data, a joint-stock company, who will hereinafter, for the purposes of this CONTRACT and all others related to it, be referred to as “THE BANK,” and “THE LESSEE,” as indicated in General Data, a Financial Leasing with a Purchase Option CONTRACT, hereinafter “FINANCIAL LEASING “ or the “CONTRACT”), has been entered into, which will be governed by the following clauses and, in the absence of provisions therein, by the legal regulations:

 

PART I: GENERAL CONDITIONS

 

1. BACKGROUND.

 

A. THE LESSEE, as an expert in its commercial activity and based on such expertise, expressed to THE BANK its willingness to enter into a Financial Leasing Lease CONTRACT to access the use and enjoyment of the real estate unit (the “Warehouse 300”), which is part of the real estate development project called “Latam Logistic and Industrial Park Street 80 - Horizontal Property,” which will aim to construct a logistics park (the “Logistics Park”), located in the Municipality of Tenjo, Department of Cundinamarca. The Warehouse is developed on THE PROPERTY identified with registration folio No. 50N-20871371 50N-of the Office of Public Instruments Registration of Bogota, North Zone (the “Properties”).

 

B. The Properties, of which Warehouse 300 is a part, are within the general boundaries taken from Public Deed No. 940 of July 10, 2020, issued by Notary No. 6 of the Circle of Bogota:

 

General boundaries of THE PROPERTY identified with registration folio 50N-20871371:

 

“NORTH: From point 87 to point 88 in a straight line at a distance of one hundred thirty-eight point eighty-five meters (138.85 m) adjoining common areas of the Industrial Park; WEST: From point 88 to point 90 in a straight line at a distance of fourteen point ninety-seven meters (14.97 m) adjoining common areas of the Industrial Park; from point 90 to point 92 in a straight line at a distance of two hundred seventeen point fifty-seven meters (217.57 m) adjoins common areas of the Industrial Park; From point 92 to point 93 in a straight line with a distance of eighteen meters (18.00 m) adjoins common areas of the Industrial Park; From point 93 to point 81 in a straight line with a distance of nineteen point forty-seven meters (19.47 m) adjoins common areas of the Industrial Park; SOUTH: From point 81 to point 82 in a straight line with a distance of one hundred fifty-five point thirty-three meters (155.33 m) adjoins common areas of the Industrial Park; EAST: From point 82 to point 83 in a straight line with a distance of nineteen point twenty-nine meters (19.29 m) adjoins common areas of the Industrial Park; from point 83 to point 84 in a straight line with a distance of sixteen point zero two meters (16.02 m) adjoins common areas of the Industrial Park; from point 84 to point 85 in a straight line with a distance of two hundred nine point eighty-eight meters (209.88 m) adjoins common areas of the Industrial Park; From point 85 to point 86 in a straight line with a distance of sixteen point zero two meters (16.02 m) adjoins common areas of the Industrial Park; From point 86 to point 87 in a straight line with a distance of twenty-two point eighty-five meters (22.85 m) adjoins common areas of the Industrial Park and closes.

 

 

 

 

Common Area for Exclusive Use: Warehouse B300 corresponds to two (2) common areas for exclusive use located, the first on the eastern side equivalent to 3,262.96 m2 and the second located on the western side, equivalent to 3,915.50 m2, for a total of 7,178.46 m2. These common areas for exclusive use include access ramps, unloading docks, and parking spaces.”

 

C. The Logistics Park is in the process of development and construction based on what is provided in the following resolutions:

 

(i) Resolution 187-2017 of August 31, 2017, issued by the Administrative Department of Municipal Planning of Tenjo.

 

(ii) Resolution 027-2018 of February 23, 2018, issued by the Administrative Department of Municipal Planning of Tenjo.

 

(iii) Resolution 022-2019 of January 25, 2019, issued by the Administrative Department of Municipal Planning of Tenjo.

 

(iv) Resolution 114-2019 of May 24, 2019, issued by the Secretary of Territorial and Urban Development of Tenjo.

 

(v) Resolution 273-2019 of October 11, 2019, issued by the Secretary of Territorial and Urban Development of Tenjo.

 

(vi) Resolution 372-2019 of December 26, 2019, issued by the Secretary of Territorial and Urban Development of Tenjo.

 

(vii) Resolution 373-2019 of December 27, 2019, issued by the Secretary of Territorial and Urban Development of Tenjo.

 

(viii) Resolution 110 -2020 of June 16, 2020, issued by the Secretary of Territorial and Urban Development of Tenjo.

 

(ix) Resolution 111 -2020 of June 16, 2020, issued by the Secretary of Territorial and Urban Development of Tenjo.

 

(x) Resolution 112-2020 of June 16, 2020, issued by the Secretary of Territorial and Urban Development of Tenjo.

 

Resolution 230-2020 of November 26, 2020, issued by the Secretary of Territorial and Urban Development of Tenjo.

 

D. In accordance with the above, a series of real estate units are being constructed within the Logistics Park, including Warehouse 300. For the legal creation of the units that make up the Logistics Park, subdivision, and construction urban licenses, as well as the approval of the horizontal property deed, have been processed before the Secretary of Territorial and Urban Development of Tenjo, allowing their individualization and legal and physical identity, as previously outlined.

 

E. According to the urban licenses and the approval of the horizontal property deed, the Logistics Park is subject to the horizontal property regime of Law 675 of 2001, through Public Deed No. 881 of February 27, 2020, granted by Notary 73 of the Circle of Bogota D.C., amended by Public Deed No. 940 of July 10, 2020, granted by Notary 6 of the Circle of Bogota D.C.

 

 

 

 

Hereinafter referred to as “THE PROPERTY,” on the following terms:

 

(i) Regarding THE PROPERTY that constitutes the subject of this CONTRACT, it is THE LESSEE who is aware of its characteristics.

 

(ii) THE BANK is going to acquire THE PROPERTY from THE SUPPLIER, namely, ALIANZA FIDUCIARIA S.A., as the spokesperson and administrator of the autonomous heritage LATAM LOGISTIC COL PROPCO COTA 1, hereinafter THE SUPPLIER chosen by THE LESSEE, and

 

(iii) By express instruction of THE LESSEE, THE BANK and THE SUPPLIER will establish the material and financial conditions under which THE BANK will acquire THE PROPERTY, as defined by THE LESSEE.

 

F. In accordance with the above, THE LESSEE, under its responsibility, authorizes THE BANK to pay, perform acts, and enter CONTRACTs related to the acquisition of THE PROPERTY. Additionally, THE LESSEE will be responsible for the accuracy and authenticity of all information provided during the process of acquiring THE PROPERTY. Payment to THE SUPPLIER will be made in legal currency.

 

G. THE LESSEE, based on the selection of THE SUPPLIER and THE PROPERTY, declares that it is aware of and accepts its condition and the services it can provide. Therefore, THE BANK will not be responsible in cases where THE SUPPLIER delivers THE PROPERTY incompletely, nor for damages, faults, defects, or hidden defects that, for any reason, may affect THE PROPERTY and prevent its use in whole or in part.

 

2. OBJECT. Under this CONTRACT, THE BANK undertakes to deliver, under the title of FINANCIAL LEASING LEASE, to THE LESSEE, and the latter undertakes to receive from the former under the same title THE PROPERTY, in exchange for the payment of the rent, with THE LESSEE being granted the option to purchase THE PROPERTY at the end of the CONTRACT.

 

3. COMMISSIONS. THE LESSEE and THE BANK may agree on commission(s), the formula(s) for calculation and form of payment of which will be indicated in the General Data of this CONTRACT.

 

4. TERM. The duration of the CONTRACT is between the date of its signing and the date on which the parties fulfill all their obligations arising from this CONTRACT, and the transfer of THE PROPERTY has taken place or its restitution. The term is the period agreed upon by the parties for the payment of the rents and/or the purchase option if exercised.

 

Conditions Precedent to the Commencement of the Term: The commencement date of the Term shall be the date on which the last of the following events occurs:

 

(i) Verification of the delivery of the entirety of THE PROPERTY by THE BANK to THE LESSEE, in accordance with the provisions of this CONTRACT,

 

(ii) Verification of the registration of THE PROPERTY in the name of THE BANK in case THE PROPERTY is subject to registration, free of encumbrances.

 

(iii) Maximum of five (5) business days from the receipt to the full satisfaction of BANCOLOMBIA of the invoice(s) from THE SUPPLIER of THE PROPERTY.

 

In cases where THE LESSEE already possesses THE PROPERTY, the event specified in item (i) will not be subject to verification.

 

 

 

 

5. ADVANCE STAGE.

 

It is the stage between the date of signing the CONTRACT and the start of the Term (“Advance Stage”), in which THE BANK will pay sums of money called Advances to THE SUPPLIER, aiming to purchase, import, and/or CONTRACT the construction of THE PROPERTY. This stage will have a maximum period of six (6) months, counted from the CONTRACT signing date (“Maximum Period of the Advance Stage”).

 

THE BANK will charge interest on the Advances at the rate and with the frequency specified in the General Data of the CONTRACT, according to the prevailing interest rate at the time of the Advance payment. The accrued interest will be calculated and charged monthly. The interest rate on the Advances will be recalculated according to the frequency established in General Data, taking the prevailing rate at the time of the new calculation.

 

5.1 Conditions precedent to the payment of Advances: The payment of Advances within the Advance Stage is subject to compliance in form and time with the conditions set forth below, to the satisfaction of THE BANK, so the absence of any of them will empower THE BANK to suspend such Advances:

 

i) That the necessary documents to formalize the financing have been delivered to the satisfaction of THE BANK, such as, but not limited to: a favorable title search, appraisals, promissory notes, documents linking THE SUPPLIER;

 

ii) That the subscription and perfection of guarantees and insurance required by THE BANK have been completed;

 

iii) That THE SUPPLIER does not present any non-compliance in the supply, construction, and/or manufacture of THE PROPERTY or the Maximum Period of the Advance Stage has not been exceeded;

 

iv) The Term of Lease CONTRACT No. 235195 for Warehouse 400 and Warehouse 600 of the LOGISTICS PARK CALLE 80 must have commenced.

 

v) The lease CONTRACT must have been signed with the company SAMSUNG SDS GLOBAL SCL COLOMBIA S.A.S, which in turn has signed a mandate CONTRACT with SAMSUNG ELECTRONICS COLOMBIA S.A for Warehouse B300 of the LOGISTICS PARK CALLE 80.

 

vi) A certificate of M2 or an appraisal sent by the project developer supporting the commercial construction value of THE PROPERTY must have been received to the satisfaction of THE BANK.

 

5.2 Effects in the Advance Stage for exceeding the financing amount or exceeding the Maximum Period of the Advance Stage:

 

a. Effects when exceeding the Maximum Financing Amount:

 

If additional sums are required beyond the approved Maximum Financing Amount, THE BANK may choose one of the following alternatives, with the aim of completing THE PROPERTY:

 

i) THE BANK may continue disbursing Advances, and while the CONTRACT remains in the Advance Stage, require THE LESSEE to pay extraordinary installments on the amount owed. To determine the value of the extraordinary installments, THE BANK will take into account the value of the Advances and, considering a monthly payment frequency, for a term corresponding to the one agreed upon for the CONTRACT (as if the Term had commenced), and the value or percentage of the Purchase Option on the disbursed Advances, THE BANK will generate a plan of extraordinary installment payments during the Advance Stage. The plan for extraordinary installment payments will be linear, meaning that it is constant throughout the term, and results from taking the total value of the disbursed Advances minus the proportional value of the purchase option divided by the number of extraordinary installments, according to the term and a monthly payment frequency. The first invoice will be issued within the month following that in which THE BANK informs THE LESSEE of the exercise of the right contained in this numeral. For accounting purposes, the extraordinary installments described here will have the nature of initial leasing operation rents. These extraordinary installments will be in addition to: i) the payment of interest accruing during the Advance Stage on the sums disbursed and that continue to be disbursed by THE BANK up to the Maximum Financing Amount from the accrual of the extraordinary installments referred to in this numeral; ii) other extraordinary installments in case they have been established in this CONTRACT; and iii) other payments established at the expense of THE LESSEE. Once the Term of the CONTRACT begins, the Rent will be calculated in accordance with the provisions of the Rent clause established in the CONTRACT; and for the determination of the rent, the value(s) of the extraordinary installment(s) that THE LESSEE has paid as provided in this numeral will be deducted.

 

 

 

 

ii) THE BANK may cease disbursing Advances, and if it is contractually bound to pay the value of THE PROPERTY to THE SUPPLIER, THE LESSEE agrees to reassume the payment obligation to the latter, for sums exceeding the Maximum Financing Amount, so that THE LESSEE continues to make payments pending completion of THE PROPERTY to THE SUPPLIER on behalf and for the account of THE BANK. THE LESSEE must make an extraordinary payment within five (5) days following the payment to THE SUPPLIER, covering the difference between the Maximum Financing Amount and the final value of THE PROPERTY.

 

b. Effects when exceeding the established Maximum Period for the Advance Stage:

 

THE BANK may choose one of the following alternatives:

 

i) THE BANK may unilaterally declare the unilateral termination of the CONTRACT with just cause, or

 

ii) THE BANK may continue disbursing Advances, and while the CONTRACT remains in the Advance Stage, require THE LESSEE to pay extraordinary installments on the amount owed. To determine the value of the extraordinary installments, THE BANK will take into account the value of the Advances and, considering a monthly payment frequency, for a term corresponding to the one agreed upon for the CONTRACT (as if the Term had commenced), and the value or percentage of the Purchase Option on the disbursed Advances, THE BANK will generate a plan of extraordinary installment payments during the Advance Stage. The plan for extraordinary installment payments will be linear, meaning that it is constant throughout the term, and results from taking the total value of the Advances disbursed less the proportional value of the purchase option divided by the number of extraordinary installments, according to the term and a monthly payment frequency. The first invoice will be issued within the month following the one in which THE BANK informs THE LESSEE of the exercise of the faculty contained in this clause. For accounting purposes, the extraordinary installments described here will have the nature of initial rents for the leasing operation.

 

These extraordinary installments will be in addition to: i) the payment of interest accrued during the Advance Stage on the disbursed amounts and those that continue to be disbursed by THE BANK until the Maximum Financing Value from the accrual of the extraordinary installments referred to in this clause; ii) other extraordinary installments in case they have been established in this CONTRACT, and; iii) other payments established at the expense of THE LESSEE.

 

Once the CONTRACT Term begins, the Rent will be calculated in accordance with the provisions of the Rent clause established in the CONTRACT; and for the determination of the rent, the value(s) of the extraordinary installment(s) that THE LESSEE has paid as provided in this clause will be deducted.”

 

 

 

 

Paragraph: When the Maximum Financing Amount is exceeded, and THE LESSEE pays sums directly to THE SUPPLIER during the advance stage, it will acknowledge that these sums have the condition of Initial Rent and are part of the Value of THE PROPERTY.

 

For the purposes of this clause, the Maximum Financing Amount will be understood as the Value of THE PROPERTY described in the General CONTRACT Data less the initial rent when applicable.

 

6. ASSIGNMENT OF RIGHTS AND GUARANTEES:

 

A. DURING THE ADVANCE STAGE: In the event of termination of this CONTRACT for any reason in the advance stage, THE BANK will assign to THE LESSEE the CONTRACTual position against THE SUPPLIER, upon payment by THE LESSEE of the amounts indicated in section B.1 of clause 26 of this CONTRACT. Therefore, for the purpose of exercising its rights, THE LESSEE accepts this assignment and thus undertakes to sign all necessary documents for its formalization.

 

B. ONCE THE TERM OF THE CONTRACT HAS STARTED: THE LESSEE is subrogated in the rights of THE BANK against THE SUPPLIER of THE PROPERTY, and THE LESSEE can directly present any claims related to it to said supplier. THE LESSEE will be responsible for the claims made in accordance with what is established here and will notify THE BANK in writing of the results of these claims.

 

7. DELIVERY: THE SUPPLIER will carry out the delivery of THE PROPERTY under the terms indicated for its acquisition by THE LESSEE. THE SUPPLIER or, in its place, THE LESSEE will notify THE BANK that THE PROPERTY has been delivered.

 

THE LESSEE is subrogated in the rights of THE BANK against THE SUPPLIER of THE PROPERTY in relation to the delivery. This assignment does not authorize THE LESSEE to unjustifiably breach the obligation to receive THE PROPERTY.

 

THE LESSEE accepts that the delivery of THE PROPERTY will be carried out by THE SUPPLIER, given that both THE SUPPLIER and THE PROPERTY are chosen by THE LESSEE. Therefore, it accepts that, in the event of dissatisfaction with the delivery, it will make the corresponding claims to THE SUPPLIER in accordance with the rights assigned by THE BANK in this CONTRACT.

 

If a just cause for unilateral termination of this CONTRACT by THE BANK arises, THE LESSEE accepts that the rights that have been assigned to THE LESSEE against THE SUPPLIER regarding the delivery of THE PROPERTY and the guarantees are understood to be assigned in favor of THE BANK. This assignment will take effect from the moment THE BANK notifies THE LESSEE in writing of its intention, duly supported, to terminate the CONTRACT for the legal or contractually allowed reasons. PARAGRAPH: THE LESSEE recognizes and accepts that if THE PROPERTY requires any civil work or adaptation that is not part of THE PROPERTY covered by this CONTRACT, it cannot oppose the Delivery or the initiation of the Financial Lease Agreement, arguing the lack of the work or adaptation. Therefore, once the Delivery is made on the terms of this clause, THE BANK will be authorized to initiate the Financial Lease Agreement term.

 

PARAGRAPH: In cases where THE LESSEE is THE SUPPLIER of THE PROPERTY covered by this CONTRACT, the verification of the delivery of THE PROPERTY established in this clause will not be necessary since THE PROPERTY is under the possession of THE LESSEE. In this sense, once the Preconditions for the Initiation of the Term are met, THE BANK may initiate the Term of the CONTRACT.

 

 

 

 

8. PAYMENTS: These are the payments that THE LESSEE undertakes to make during the term of the CONTRACT on the dates established in the Term Initiation Annex of this CONTRACT. The first rent will be determined by the sum of the payments made by THE BANK during the advance stage, considering the term, the payment method, the payment frequency, the value of the purchase option, and the interest rate determined on the date of initiation of the CONTRACT term.

 

If the rent is subject to a variable rate, its value will be adjusted according to the basic reference rate and the frequency indicated in General Data.

 

9. PREPAYMENT: THE LESSEE has the right to make advance, partial, or total payments and may decide whether the payment will be applied to capital with a reduction in rent, capital with a reduction in term, or a reduction in the percentage of the purchase option. For these purposes, THE LESSEE must inform its decision to THE BANK within five (5) business days following the prepayment date; otherwise, THE BANK will apply it to capital with a reduction in rent. In accordance with Law 1555 of 2012, as well as any regulations or amendments thereto, in the event that the balance of the operation at the time of prepayment is equal to or greater than 880 legal monthly minimum wages (SMMLV), THE LESSEE must pay THE BANK, as a penalty, 1% calculated on the capital balance in the case of total prepayments, or on the amount paid in the case of extraordinary payments, an amount that will be deducted from the payment made.

 

In the case of prepayment of the sums disbursed in the advance stage, THE LESSEE must pay THE BANK a penalty of 2% of the CONTRACT balance when it is equal to or greater than 880 legal monthly minimum wages. This balance corresponds to the total amount disbursed to THE SUPPLIER(S). This penalty will not apply to extraordinary payments made at the request of THE BANK in accordance with the provisions of clauses 5(a) and 5(b) of this CONTRACT.

 

These payments will be considered as extraordinary rents, without prejudice to the tax and accounting treatment that must be given to them in accordance with the current regulations on the subject.

 

If THE LESSEE is not up to date with its obligations at the time of making a prepayment, the payment allocation established in this CONTRACT will be applied.

 

10. PAYMENT ASSIGMENT. The payments made by THE LESSEE to THE BANK will have the following order of allocation:

 

1. First, to the amounts due for commissions, taxes, insurance premiums, and other expenses incurred, and to the mora (default) interest derived from them, regarding any obligation with THE BANK.

2. Second, to the rents, installments, or overdue obligations regarding any CONTRACT entered with THE BANK.

3. Third, to the mora interest on rent, installments, or obligations and the penalties incurred regarding any outstanding obligation with THE BANK.

4. Fourth, to the mora interest on overdue purchase options regarding any CONTRACT entered with THE BANK.

5. Fifth, to the overdue purchase options regarding any CONTRACT entered with THE BANK.

 

If one or more obligations are overdue, the payment allocation will be made as indicated in articles 1653 to 1655 of the Civil Code.

 

 

 

 

PARAGRAPH: THE LESSEE expressly and irrevocably authorizes THE BANK to offset its overdue obligations in the terms established by law.

 

11. RIGHTS OF THE LESSEE.

 

A. Receive THE PROPERTY requested by THE LESSEE with the characteristics and under the conditions requested from THE BANK.

 

B. Use and enjoy THE PROPERTY in a proper manner and free from any impediment or obstruction attributable to THE BANK.

 

C. Receive attention to their requests, complaints, claims, and rights of petition in accordance with the procedures published by THE BANK on the website: www.leasingbancolombia.com.

 

D. Receive transparent, true, sufficient, clear, and timely information.

 

12. RIGHTS OF THE BANK.

 

A. Exercise the rights inherent to the quality of the owner, except for those that THE BANK assigns to THE LESSEE in this CONTRACT.

 

B. Carry out, at the expense of THE LESSEE, inspection visits and appraisal(s) to verify the condition of THE PROPERTY.

 

C. Collect the rents or installments and other amounts payable by THE LESSEE regarding any obligation that THE LESSEE has with THE BANK.

 

13. OBLIGATIONS OF THE LESSEE.

 

A. Select THE PROPERTY and THE SUPPLIER according to their knowledge of the conditions and characteristics of the same.

 

B. Receive THE PROPERTY, fulfill, and respond for the obligations arising from its use, possession, and exploitation.

 

C. Pay the rents even when the use of THE PROPERTY ceases temporarily or permanently due solely to THE LESSEE’s fault.

 

D. Comply with the obligations established by the applicable laws for THE LESSEE and/or THE PROPERTY.

 

E. Pay all costs and expenses, including but not limited to: title studies, appraisals, notarial fees, registrations, alienation, conservation, improvements, parking, insurance, administration fees, utility bills, infractions, fines, and sanctions, encumbrances, taxes, fees, contributions, profit shares, extraordinary rents agreed upon in this CONTRACT, and other sums that may fall on THE PROPERTY in the present or future, as well as send to THE BANK the supporting documents for such payments within 5 days following the date on which they are made.

 

F. Pay the expenses incurred in granting, registering, executing, modifying, and canceling the guarantee(s) that support(s) this CONTRACT, as well as the registration expenses of this CONTRACT in the registry of movable guarantees.

 

G. Pay the amount for the procedures or processes incurred by THE BANK, either directly or through third parties, for the payment of taxes, fees, contributions, or any other expense that is the responsibility of THE LESSEE, as well as the amount incurred by THE BANK for the payment of the aforementioned items that are the responsibility of THE LESSEE. When THE BANK pays any of the sums mentioned in item E above, THE LESSEE must reimburse said amount within the period established in the corresponding invoice.

 

 

 

 

H. Pay the expenses and professional fees incurred by THE BANK as a result of collection management, judicial or administrative processes, or if it decides extrajudicially to pay any sum of money. THE BANK will communicate to THE LESSEE in advance and substantiated any expense that, due to these events, it is going to incur.

 

I. Pay the expenses related to the return of THE PROPERTY, such as dismantling, uninstallation, and transportation.

 

J. Keep THE PROPERTY in good condition, in accordance with the recommendations given by THE BANK, except for natural wear, and perform, at their expense, all necessary repairs and maintenance.

 

K. Ensure that THE PROPERTY is not used for activities contrary to regulations or not allowed by the competent authorities, implementing the necessary measures for this purpose.

 

L. Provide THE BANK with complete, correct, truthful, and faithfully reflective information and documentation about their legal, economic, financial, and business situation, at the time of entering into this CONTRACT and when required by it or when it is a legal obligation, and update the same.

 

M. Preserve the documents or forms provided by THE BANK without alterations.

 

N. Present opposition and/or appropriate defense in case THE PROPERTY is pursued in any judicial or administrative process, incident, preventive measure, sanctioning procedure, or other actions, such as confiscation, expropriation processes, domain extinction, and destruction. For this purpose, THE LESSEE will immediately bring to light the existence of the FINANCIAL LEASING CONTRACT and will notify in writing THE BANK.

 

O. Obtain or ensure that registrations, permits, authorizations, licenses, certificates, taxes, fees, contributions, and other documents required by the competent authorities for the construction, use, operation, and exploitation of THE PROPERTY are obtained and kept valid, assuming the costs of the same and submitting them to THE BANK within the deadline granted by the latter. For those events in which the signing of documents by THE BANK is necessary to carry out the mentioned procedures, THE LESSEE undertakes to request them, subject to the fulfillment of the reasonably required requirements by THE BANK. THE LESSEE authorizes THE BANK to inform, register, and keep updated in the databases and/or integrated data systems of public and private entities the data related to THE PROPERTY, as well as the information of THE LESSEE related to this CONTRACT, all for the purpose of reflecting the material and legal custody of THE PROPERTY.

 

P. Comply with the obligations contained in the Horizontal Property Regulations and/or in the public deed of acquisition of THE PROPERTY and attend the meetings of co-owners.

 

Q. Request express authorization from THE BANK to i) deliver THE PROPERTY to third parties under any contractual modality, which cannot be refused without reasonable and duly substantiated justification. In any case, THE BANK declares that it knows and accepts that currently an area of 18,600M2 of THE PROPERTY will be delivered to a third party, namely, SAMSUNG SDS GLOBAL SCL COLOMBIA S.A.S, who in turn entered into a mandate CONTRACT with SAMSUNG ELECTRONICS COLOMBIA S.A, on behalf of THE LESSEE under a lease agreement (the “WAREHOUSE 300”); ii) Make non-essential or locative improvements to THE PROPERTY, which will be the responsibility of THE LESSEE. At the end of the Financial Leasing Lease CONTRACT, these improvements can be removed by THE LESSEE if their removal does not cause detriment to THE PROPERTY covered by the CONTRACT. In such a case, they will be deemed incorporated into THE PROPERTY without THE LESSEE having the right to any compensation.

 

 

 

 

R. Notify THE BANK and the insurer when any change occurs that modifies or worsens the insured risk and/or any change in the use of THE PROPERTY.

 

S. Do not encumber THE PROPERTY with any kind of liens or guarantees.

 

T. At the signing of the CONTRACT, subscribe an irrevocable power of attorney so that THE BANK can carry out and pay, on behalf of THE LESSEE, the procedures and amounts necessary to transfer THE PROPERTY, when THE LESSEE does not do so within the stipulated period in the CONTRACT.

 

U. Establish and keep in force, for the benefit of THE BANK, the guarantees, and contracts for the delivery of possession over THE PROPERTY to the satisfaction of THE BANK.

 

V. THE LESSEE undertakes to assign the economic values and/or rights, penalties, fines, and compensations derived from contracts with third parties that have been or may be entered into for subleasing or delivering possession under any other title of THE PROPERTY covered by this CONTRACT in favor of the payment source trust that is constituted for this purpose, in which THE BANK will hold the position of SECURED CREDITOR. For this purpose, legal documents will be signed as agreed upon by the parties.

 

W. THE LESSEE undertakes to assign the economic values and/or rights derived from the lease CONTRACT signed by THE LESSEE with the company SAMSUNG SDS GLOBAL SCL COLOMBIA S.A.S, who in turn entered into a mandate CONTRACT with SAMSUNG ELECTRONICS COLOMBIA S.A for Warehouse B300 in the CALLE 80 LOGISTIC PARK, in favor of the payment source trust that is constituted for this purpose, in which THE BANK will hold the position of SECURED CREDITOR.

 

X. In case, during the term of the CONTRACT, THE LESSEE receives payment of penalties, fines, or compensations for early termination of the lease CONTRACT signed by THE LESSEE with SAMSUNG ELECTRONICS COLOMBIA S.A for Warehouse B300, THE LESSEE undertakes that the payment resulting from such penalty, fine, or compensation will be assigned to the payment source trust, to be used for the payment of obligations in favor of THE BANK as extraordinary installments and/or prepayments.

 

For the verification of compliance with this commitment, THE LESSEE undertakes to submit, at the termination of the lease contract, a certification issued by its legal representative stating such termination and whether, because of it, penalties have been incurred. This is without prejudice to verifications or information requests that THE BANK may make at any time in this regard.

 

Y. THE LESSEE undertakes to submit every two (2) months, reports from the intervention expert of the work to certify the progress of the work on THE PROPERTY.

 

Z. Limit the possibility of guaranteeing third-party obligations.

 

 

 

 

THE LESSEE commits not to provide guarantees to support obligations of third parties or their shareholders, or to companies in which they or the debtor have a stake, or to subsidiaries or parent companies of THE LESSEE or its shareholders, without prior express written authorization from THE BANK. Similarly, it undertakes not to increase the terms, amounts, and conditions of guarantees already constituted in relation to third-party obligations without such authorization.

 

Likewise, without the prior written authorization of THE BANK, THE LESSEE may not enter into purchase CONTRACTs with third parties subject to suspensive conditions, committing to acquire the obligations of the persons indicated above or enter into liquidity support or capitalization agreements regarding them, or purchase credits on their behalf.

 

The debtor also cannot assume the role of managing partner or collective partner in limited partnerships. THE LESSEE undertakes to send THE BANK a certification signed by the legal representative every six (6) months, validating compliance with this commitment.

 

AA. Transactions with parent companies and subsidiaries:

 

THE LESSEE may not directly or indirectly: i) Make payments on behalf of its parent company or its subsidiaries, except for payments made for or on behalf of LATAM LOGISTIC COL OPCO S.A, which is the operating company of the Logistic Park; ii) Make any investment in the parent company or subsidiaries, through the acquisition of shares, granting of loans, making advances, transferring ownership, providing guarantees, or any other arrangement to pay, buy, or directly or indirectly address a debt or other obligation; iii) Rent, sell, transfer, or otherwise dispose of tangible or intangible assets in favor of a parent company or subsidiary; iii) Participate in, or carry out any transaction with its parent company or subsidiaries under conditions different from market terms; iv) Enter into or allow agreements that in any way prohibit or limit the capacity of a subsidiary to pay or distribute dividends to THE LESSEE or engage the debtor in capitalizations in the subsidiary or the creation of encumbrances without the prior written authorization of THE BANK; v) Create subsidiaries or subsidiaries without the prior written authorization of THE BANK when THE LESSEE is not meeting the following covenants:

 

FREE CASH FLOW for THE PROPERTY greater than or equal to one point two (1.2) times the DEBT SERVICE.

 

THE LESSEE undertakes to send THE BANK a certification signed by the legal representative of THE LESSEE every six (6) months, validating compliance with this requirement.

 

BB. COVENANTS:

 

i. FREE CASH FLOW ON DEBT SERVICE:

 

For the purposes of this clause, the following terms are understood:

 

DEBT SERVICE”: The sum of the payments that THE LESSEE must make for the duration of the CONTRACT for capital, interest, premiums, debt discounts, commissions, fees, reimbursable expenses.

 

FREE CASH FLOW”: (i) EBITDA, minus (ii) variation in working capital, minus (iii) CAPEX, minus (iv) reposition and maintenance expenses normally charged against current operations, minus (v) income taxes paid during the corresponding measurement period.

 

 

 

 

CAPEX (Investments in fixed assets)” means expenses or investments related to the acquisition, maintenance, improvement, or repositioning of tangible or intangible fixed or capital assets recorded under investment activities in accordance with the debtor’s accounting in accordance with GAAP and/or IFRS.

 

THE SHAREHOLDER” means:

 

ACCIONISTA   IDENTIFICACION   PORCENTAJE
LatAm Logistic Col HoldCo 1 S de RL   Seccion Mercantil del Registro Publico de Panama, desde el 26 de Mayo de 2016, a Folio 155630461, Asiento 1, Entrada 234536/2016   100%

 

THE LESSEE agrees to:

 

i) maintain, during the term of this CONTRACT, the FREE CASH FLOW indicator for THE PROPERTY greater than or equal to one point two (1.2) times the DEBT SERVICE.

 

FCL/Debt service ≥1.2 times

 

ii) THE LESSEE undertakes to present to the shareholders’ meeting the proposal not to distribute, decree, or pay profits or dividends on profits when notified and justifiably determined by THE BANK that THE LESSEE is not meeting the FREE CASH FLOW indicator greater than or equal to one point two (1.2) times the DEBT SERVICE for THE PROPERTY. This prohibition will persist until the indices are restored.

 

THE SHAREHOLDER undertakes to vote negatively on the decree, distribution, and/or payment of profits or dividends on the profits of THE LESSEE in case the FREE CASH FLOW indicator greater than or equal to one point two (1.2) times the DEBT SERVICE is not being met.

 

FIRST: In relation to THE PROPERTY, this covenant will be reviewed semi-annually by and at the expense of THE BANK. The indicators will be calculated based on the previous twelve (12) months as of the measurement date.

 

SECOND: To verify compliance with the financial obligation mentioned above, THE LESSEE undertakes to provide THE BANK with the following information:

 

Financial statements as of June, within thirty (30) days following the cutoff date, which must be certified by the legal representative or accountant of THE LESSEE.

 

Audited financial statements as of December 31 of each year, within ten (10) days following their approval.

 

● Result of the analysis of the projected annual budget versus the actual annual budget, to be submitted within forty-five (45) days following the close of the respective year.

 

ii. DEBT/EQUITY

 

For the purposes of this clause, the following terms are understood:

 

 

 

 

DEBT”: The value of THE LESSEE’s liabilities, including obligations and contingencies for financial credits, financial leasing CONTRACTs, obligations to suppliers, economic affiliates, and third parties.

 

EQUITY”: Contributions to be made by the SHAREHOLDER, either in the form of cash contributions to the social capital or in the form of loans under shareholder subordinated loan agreements, during the term of the company or the project. The interest that may be capitalized under shareholder subordinated loan agreements will not be taken into account for the purpose of determining the required capital amount according to the CONTRACT documents.

 

THE LESSEE undertakes that at the beginning of the Term, in the Financial Statements of THE LESSEE, there must be a ratio of sixty-five percent (65%) DEBT and thirty-five percent (35%) EQUITY in relation to THE PROPERTY.

 

FIRST: In relation to THE PROPERTY, the covenant will be reviewed by THE BANK at the beginning of the term. The indicators will be calculated based on the previous twelve (12) months as of the measurement date. The measurement of the Covenant will be carried out no later than September 30, 2021.

 

SECOND: To verify compliance with the financial obligation mentioned above, THE LESSEE undertakes to provide THE BANK with the following information:

 

Financial statements as of June, within thirty (30) days following the cutoff date, which must be certified by the legal representative or accountant of THE LESSEE.

 

Audited financial statements as of December 31 of each year, within ten (10) days following their approval.

 

Result of the analysis of the projected annual budget versus the actual annual budget, to be submitted within forty-five (45) days following the close of the respective year.

 

CC. Other obligations contained in this CONTRACT.

 

PARAGRAPH: When THE BANK pays any of the sums mentioned above, THE LESSEE must reimburse said amount within the period established in the corresponding invoice.

 

14. OBLIGATIONS OF THE BANK.

 

A. Acquire THE PROPERTY.

 

B. Allow the use and enjoyment of THE PROPERTY as long as THE LESSEE is fulfilling its obligations.

 

C. Free THE LESSEE from any illegitimate disturbance in the use and enjoyment of THE PROPERTY, when attributable to THE BANK.

 

D. Transfer THE PROPERTY to THE LESSEE or to whoever it indicates in writing, in case the conditions for the exercise of the purchase option are met.

 

E. Keep available to THE LESSEE all the supporting documents for the celebration and execution of the

 

CONTRACT.

 

F. Refrain from disposing of THE PROPERTY or encumbering it during the term of this CONTRACT in a way that could jeopardize its complete execution, as well as the use and enjoyment thereof by THE LESSEE or the third parties to whom THE BANK has authorized.

 

 

 

 

15. ENVIRONMENTAL AND INDUSTRIAL SAFETY CLAUSE: THE LESSEE undertakes to comply with and ensure compliance with environmental regulations, industrial safety, human rights, and provisions of the competent authority. Also, it commits to allocate THE PROPERTY to activities that do not contravene current regulations. Likewise, it undertakes to be responsible for environmental damage, non-compliance with said regulations, environmental liabilities, and the consequences of other events generated by or with THE PROPERTY and/or related activities. Consequently, it will defend THE BANK and keep it indemnified from any loss, claim, damage, or liability of any kind suffered or attributed to it for any of the events. Additionally, it will inform THE BANK by providing the supporting documentation requested regarding any environmental incident generated by or with THE PROPERTY or the activity carried out, whether it involves a violation of regulations, as well as about the initiation of preventive measures and/or environmental sanctioning procedures or other actions initiated for such events.

 

16. LIABILITY: The physical and legal custody of THE PROPERTY lies with THE LESSEE as it has the use and enjoyment of THE PROPERTY. Consequently, it will be liable for damages caused to third parties by or with the same. THE LESSEE undertakes to respond to authorities and/or third parties for any incident generated by or with THE PROPERTY and/or the activity to which it is destined, such as, but not limited to, environmental damage, urban planning infractions, violations of transportation regulations, the omission of necessary repairs and/or improvements to THE PROPERTY, or other events. For the foregoing, THE LESSEE will defend THE BANK and keep it indemnified.

 

17. INSURANCE: THE LESSEE, having the physical and legal custody of THE PROPERTY, undertakes during the term of the CONTRACT to CONTRACT and keep in force the insurance policy(ies) described in the Initiation of the Term Annex and those necessary for the proper protection of THE PROPERTY. Similarly, it commits to pay the premiums generated when contracting and renewing such policies. The sole beneficiary of the insurance policy(ies) must be THE BANK, and in civil liability, the beneficiary(ies) must also be the affected third parties.

 

THE BANK may reject the individually endorsed policy presented by THE LESSEE by invoking non-compliance with the requirements established in current regulations or if the insurance company does not meet the qualification and policies published by THE BANK on the website: www.leasingbancolombia.com.

 

In the event that THE LESSEE does not provide evidence to THE BANK of the contracting, renewal, and validity of the aforementioned policies, THE BANK, as the owner of THE PROPERTY, is empowered during the term of the CONTRACT to include it in the collective policy it has contracted for this purpose, the characteristics of which are published on the website www.leasingbancolombia.com, as long as THE LESSEE and/or THE PROPERTY meet the requirements demanded by the insurer.

 

THE BANK may cover, at THE LESSEE’s expense, the value of the premium(s), and from the moment of payment, THE LESSEE must reimburse said amount to THE BANK, and it will pay it on the date indicated in the invoice.

 

THE LESSEE will keep the values of THE PROPERTY updated during the term of the policy(ies) to avoid underinsurance. THE LESSEE has the right at any time to CONTRACT another insurer, complying with the requirements; however, it must immediately notify THE BANK of any changes.

 

For THE LESSEE to be aware of the terms of the insurance policies mentioned in the CONTRACT, THE BANK will provide a copy of them at the insurability of THE PROPERTY.

 

 

 

 

FIRST. RESPONSIBILITY FOR DEDUCTIBLES AND SHORTFALLS. In the event of partial or total loss, THE LESSEE shall be obligated to pay the deductible. Likewise, it undertakes to pay THE BANK the amount lacking for the cost of repairs and/or replacement of THE PROPERTY or its parts, and the amount not covered by underinsurance.

 

SECOND. ALLOCATION OF INDEMNITIES. In case of total loss, THE BANK will allocate the received indemnity to the balance pending payment under the CONTRACT. If, after this operation, THE LESSEE still owes any sum to THE BANK, THE BANK must pay it within the period stipulated in one of the following invoices. If there is any excess amount, it will be allocated as follows: i) if there are outstanding payments owed by THE LESSEE, it may be applied according to the payment allocation order established in the CONTRACT; or ii) if there are no outstanding payments owed by THE LESSEE, these sums of money will be delivered to THE LESSEE. Sums received by THE LESSEE as compensation for a partial loss must be exclusively used by it for the repair of THE PROPERTY.

 

THIRD. RESPONSIBILITY IN CASE OF OBJECTION OR NON-PAYMENT BY THE INSURER, OR ABSENCE OF INSURANCE. If the insurer is not obligated to pay the value of losses or damages, objects to the claim, or THE PROPERTY is not insured, THE LESSEE shall be responsible for the replacement or repair of THE PROPERTY and/or compensation to third parties. In case of total losses, the replacement of THE PROPERTY will be done by paying the remaining principal, including the value of the purchase option, plus the accrued interest pending payment as of the date of the incident, calculated at the rate indicated in the Initiation of the Term Annex.

 

18. JOINT LIABILITY. When there are multiple lessees, they shall be jointly and severally liable in exercising their rights and fulfilling their obligations.

 

19. GENERAL TERMINATION GROUNDS OF THE CONTRACT. This CONTRACT shall terminate for any of the following reasons:

 

A. Upon expiration of the term of the CONTRACT.

B. By mutual agreement between the parties.

C. Due to the total loss of THE PROPERTY, in which case what is indicated in item 17, “INSURANCE,” of this CONTRACT shall apply.

 

20. GROUNDS FOR UNILATERAL TERMINATION FOR JUST CAUSE BY THE BANK. THE BANK may terminate this CONTRACT before its expiration, without the need for a judicial declaration, and demand the return of THE PROPERTY, as well as any other benefits that may arise, including but not limited to, sums established because of the breach of the CONTRACT, in any of the following situations:

 

A. Due to the breach of any of the obligations and/or declarations of THE LESSEE stipulated in this CONTRACT.

 

B. Due to the non-compliance of THE SUPPLIER in the advance stage.

 

C. Due to the non-timely payment of the rent for one (1) period or more. Notwithstanding the foregoing, THE LESSEE will have a term of fifteen (15) consecutive days to remedy this breach.

 

 

 

 

D. Upon expiration of the maximum term established for the advance stage unless it is extended by written agreement of the parties.

 

E. When THE PROPERTY is affected by the action of a third party or by any legal action or precautionary measure(s) unrelated to THE BANK and/or by the seizure of the purchase option.

 

F. The dissolution or liquidation, or the death, of THE LESSEE, without prejudice to the solidarity agreed upon in this CONTRACT.

 

G. When, among the parties, there are several obligations, and THE LESSEE is in default of more than 30 days in fulfilling at least one of them.

 

H. When THE LESSEE is in breach of any CONTRACTual obligation that could individually or collectively result in a Material Adverse Effect. For the purposes of this obligation, a Material Adverse Effect shall be understood as any change, effect, event, situation, or condition that, when considered individually or in conjunction with all other changes or adverse effects, is, in the reasonable and justified judgment of THE BANK, substantially adverse to (i) the business, operations, compliance, prospects, liabilities, operating results, assets, properties, or conditions (financial or otherwise) of THE LESSEE’s business (in its entirety), (ii) the ability (in its entirety) of THE LESSEE to fulfill any of its material obligations under the CONTRACT, or (iii) the legality, validity, enforceability, or possibility of execution of any provision of the CONTRACT.

 

I. In case THE LESSEE or the holder of the assets under any title, and/or its guarantor(s) if any, the administrators of THE LESSEE, its direct and indirect associates with a shareholding equal to or greater than 5% in the share capital, or its subsidiaries, or any third party acting on behalf of THE LESSEE under this CONTRACT, becomes: i) convicted of the crime of money laundering, predicate offenses thereof, including crimes against public administration or the crime of financing terrorism or administration of resources related to terrorist activities, ii) administratively sanctioned for violations of any anti-corruption regulations, iii) included in lists managed by any national or foreign authority for the control of money laundering and/or financing terrorism and/or corruption in any of its forms, iv) linked to any type of investigation, judicial or administrative proceeding, conducted by competent national or foreign authorities, for the alleged commission of crimes or offenses related to money laundering, predicate offenses of money laundering, including crimes against public administration and/or financing terrorism, or administration of resources related to terrorist activities.

 

Likewise, it is a cause for termination for just cause by THE BANK:

 

J. That before payment to THE SUPPLIER is made, it falls into any of the events described in the preceding paragraph or,

 

K. That THE SUPPLIER requests payment in any jurisdictions restricted by the OFAC.

 

L. The non-compliance with the financial obligations indicated in section Y and numeral 13 of this CONTRACT.

 

M. Change of Control:

 

i. The change in the controlling interest exercised by THE SHAREHOLDER of THE LESSEE, without prior written notice to THE BANK, which must be sent within thirty (30) days prior to the change of shareholder of THE LESSEE.

 

 

 

 

ii. The change in the controlling interest exercised by LatAm Logistic Properties S de RL over Latam Logistic col Holdcol I S de RL. without prior written notice to THE BANK, which must be sent within thirty (30) days prior to the change of shareholder. For this, the legal representative of Latam Logistic col Holdcol I S de RL. will certify the shareholding composition of said company no later than June 30 of each year, and whenever required by THE BANK, a request that must be made in writing.

 

iii. The change in the controlling interest exercised by the Society JREP I Logistic Acquisition LP over LatAm Logistic Properties S de RL without prior written notice to THE BANK, To ensure that THE LESSEE is aware of the clauses of the insurance policies mentioned in the CONTRACT, THE BANK will provide a copy of them at the time of insurability of THE PROPERTY.

 

Paragraph: The new shareholder must i) not be a legal or natural person listed in, or directly or indirectly have participation from individuals listed by any national or foreign authority for the control of money laundering and/or terrorism financing and/or corruption in any of its modalities; ii) convicted of the crime of money laundering, the predicate offenses thereof, including crimes against public administration or the crime of terrorism financing or management of resources related to terrorist activities, iii) administratively sanctioned for violations of any anti-corruption norm; iv) linked to any type of investigation, judicial or administrative process, conducted by competent authorities at the national or foreign level, for the alleged commission of crimes or infractions related to money laundering, predicate offenses of money laundering, including crimes against public administration and/or terrorism financing, or management of resources related to terrorist activities; v) not be a person who regularly resides or has been constituted, or is owned or controlled, or acts on behalf of, a person who regularly resides or is organized under the laws of a country or territory subject to sanctions; vi) not be a plaintiff or defendant in any judicial or extrajudicial proceeding related to THE BANK; vii) not be the subject of any material collection or foreclosure proceedings (whether judicial or extrajudicial) against them; viii) not be in default, nor have been in the last five years, in any contract signed with THE BANK; ix) not be reported in Datacredito, any credit bureau, or any other public or private entity, national, foreign, or multilateral that administers or manages credit databases; x) approve the credit risk analysis to the satisfaction of THE BANK.

 

In the event that the new shareholder and/or participant of THE LESSEE is involved in any of the events described in the previous paragraph, THE LESSEE will have a period of ninety (90) calendar days, counted from the notification sent by THE BANK, to proceed to the total payment of the economic obligations derived from this CONTRACT in favor of THE BANK or to resolve the situation at hand.

 

N. In case THE LESSEE engages in transactions with its parent companies or their subsidiaries or with the subsidiaries of THE LESSEE, outside the ordinary course of business, at a value that does not correspond to market value or under less favorable conditions than those that could be obtained with unrelated third parties.

 

PARAGRAPH: In the events, THE BANK will send a communication to THE LESSEE informing them of this situation.

 

21. UNILATERAL TERMINATION DUE TO JUST CAUSE BY THE LESSEE. THE LESSEE may terminate this CONTRACT before the expiration of the term, in the following events:

 

A. Due to the non-compliance with any of the obligations of THE BANK.

 

 

 

 

B. Upon request of THE LESSEE under the terms of Law 1555 of 2012 or its modifications, which regulate early payments.

 

22. EARLY TERMINATION OF THE CONTRACT TERM: Once the term has commenced, if THE LESSEE decides to make a total prepayment of the CONTRACT, they may choose between:

 

A. EXERCISE THE PURCHASE OPTION. In this case, THE LESSEE must pay the outstanding principal, including the purchase option value, plus accrued interest pending payment as of the early termination date, settled at the rate indicated in the Initiation of Term Annex. For the early exercise of this right, the procedure for the transfer of ownership of THE PROPERTY will be applied.

 

B. NOT EXERCISE THE PURCHASE OPTION. In this case, THE LESSEE must pay the outstanding principal, minus the purchase option value, plus accrued interest pending payment as of the early termination date, settled at the rate indicated in the Initiation of Term Annex. The foregoing does not exempt THE LESSEE from returning THE PROPERTY as stipulated in this CONTRACT.

 

PARAGRAPH: The mentioned options can be executed, provided that THE LESSEE is in good standing in all respects with THE BANK and without prejudice to the prepayment penalty as stipulated in this CONTRACT and in the Law.

 

23. EXERCISE OF THE PURCHASE OPTION. THE LESSEE will communicate in writing to THE BANK at least thirty (30) calendar days in advance of the agreed date for the payment of the purchase option according to General Data, their intention not to exercise it. Otherwise, it will be understood that they will use their right by paying in cash, on the agreed date, the amount defined as the value of the purchase option. For the exercise of this faculty, it is necessary for THE LESSEE to be in good standing for all concepts with THE BANK.

 

If the transfer of THE PROPERTY requires compliance with a formality, the parties will carry out the necessary procedures to legalize the transfer of ownership of THE PROPERTY. For this, THE LESSEE, within thirty (30) calendar days following the date established for the payment of the purchase option, will provide THE BANK with the required documents for this purpose and undertakes to sign all the necessary documents for THE BANK to carry out the transfer of THE PROPERTY to THE LESSEE. Once this documentation is provided, THE BANK will indicate the place and date on which THE LESSEE must appear to carry out these procedures.

 

In the event of an early termination of the CONTRACT by THE LESSEE with the exercise of the purchase option, the value of the purchase option will be the total amount paid by THE LESSEE in advance in accordance with the provisions of item A of clause 22 of this CONTRACT.

 

24. IRREVOCABLE PURCHASE OPTION: For tax purposes, the parties commit under an irrevocable purchase option under the terms established above.

 

25. RESTITUTION. Upon termination, resolution, or rescission of the CONTRACT for any reason, except in the event that THE LESSEE exercises the purchase option, THE LESSEE will return THE PROPERTY to THE BANK: (i) in the same condition in which it was received and in optimal operating conditions that do not imply interventions of any kind, except for natural wear and tear from legitimate use, (ii) free from precautionary measures, leases, and/or court orders that prevent or restrict the sale and transfer thereof, or its peaceful use, (iii) with taxes, penalties, and other expenses paid that, according to what is established here, are the responsibility of THE LESSEE, and (iv) with parts manuals, operation and/or maintenance manuals, catalogs, assembly plans, and/or start-up plans, among others. The return must be made at the location indicated by THE BANK on the day on which this CONTRACT is terminated, resolved, or rescinded. In cases where termination occurs due to the expiration of the term, THE LESSEE must coordinate the return with THE BANK at least three (3) business days in advance of the term expiration date.

 

 

 

 

When THE LESSEE does not voluntarily return THE PROPERTY, THE PARTIES agree that THE BANK may choose the possession restitution mechanism due to default, as established in Article 77 of Law 1676 of 2013, on Chattel Guarantees, and other regulations that govern, modify, or replace it, as well as the procedures outlined in the Civil Procedure Code and/or the General Code of Procedure.

 

All expenses associated with restitution shall be borne by THE LESSEE.

 

For each day of delay in fulfilling THE LESSEE’s obligation to return within the terms established in this clause, THE LESSEE shall pay a penalty equivalent to the value of the rent that was in force at the time of the obligation to return, divided by the number of days in the payment periodicity defined in this CONTRACT, and shall remain obligated to continue fulfilling the other obligations at its expense without this being understood as an extension of the CONTRACT.

 

26. EFFECTS OF CONTRACT BREACH. The parties mutually agree that in the event of non-compliance, THE LESSEE shall pay to THE BANK the following:

 

A. A default interest equivalent to the maximum legal rate for the non-timely payment of rent, the purchase option, or any other sum of money owed by THE LESSEE. The parties agree that the payment of default interest does not extinguish the obligation to pay for the mentioned concepts, as this interest is generated solely by the delay. THE BANK’s tolerance in receiving such payments does not imply an extension or forgiveness of the delay, without prejudice, that for the same reason, it may terminate the CONTRACT.

 

B. In case THE BANK terminates this CONTRACT for just cause, as agreed by the parties, THE LESSEE, in addition to moratorium interest, shall pay to THE BANK:

 

B.1. If the CONTRACT is in the advance stage, the amounts that THE BANK has paid to THE SUPPLIER, with their respective interests,

 

B.2. If the Term has already begun, the overdue and unpaid rents, and as a penalty, an amount equivalent to present value of the uncashed rents, discounted at the basic rate defined in this CONTRACT.

 

27. ASSIGNMENT OF RIGHTS OR CONTRACTUAL POSITION. THE LESSEE may only assign this CONTRACT, or the economic rights derived from it with the prior written approval of THE BANK. THE BANK’s study for accepting the assignment is limited solely to the analysis of the credit risk and SARLAFT of the assignee. THE LESSEE accepts the assignment, transfer, or endorsement that THE BANK, in the development of securitization processes, makes of the CONTRACT, the flows derived from it, the guarantees supporting the fulfillment of THE LESSEE’s obligations under said CONTRACT, THE PROPERTY, and the insurance policies covering them, if it is done without diminishing THE LESSEE’s rights under this CONTRACT.

 

 

 

 

28. FINANCIAL CONSUMER DEFENDER. THE LESSEE will have the authority to go to the Financial Consumer Defender so that their complaints and claims are addressed free of charge. The procedure for submitting such requests is published on the website: www.leasingbancolombia.com.

 

29. WAIVER OF FORMAL DEMANDS. THE LESSEE waives the formality of a demand to declare it in default in case of non-compliance with any of the obligations assumed under this CONTRACT.

 

30. EXECUTIVE MERIT. The parties acknowledge and accept that this CONTRACT has executive merit for the judicial enforcement of the fulfillment of all, some, or any of the obligations to give, do, or not do that derive from it and may resort to the ordinary jurisdiction. For this purpose, THE BANK may use the CONTRACT and/or the promissory note it has or may come to have in its favor.

 

31. CALL FOR GUARANTEE: THE BANK, notified of the admissibility of a lawsuit initiated by third parties for the purpose of claiming damages caused by or with THE PROPERTY, may call THE LESSEE as a guarantee as provided by the regulations governing the matter.

 

32. CONTRACT DOCUMENTS. The approval letter issued by THE BANK and sent to THE LESSEE, General Data, General Data, the promissory note, the powers granted by and to THE BANK, the annexes, and other documents generated during the CONTRACT are an integral part of this CONTRACT.

 

33. MODIFICATIONS TO CONTRACT CONDITIONS. Modifications to this CONTRACT may be made through an amendment signed by the parties or through a communication sent by THE LESSEE and may be accepted in writing by THE BANK.

 

34. AUTHORIZATION. THE LESSEE grants THE BANK the right or authority to inform, record, and keep updated in the databases and/or integral data systems of public and/or private entities the data related to THE PROPERTY and the guarantees associated with it, as well as the information of THE LESSEE related to the CONTRACT and/or the guarantees, in order to reflect the material and legal custody of THE PROPERTY.

 

35. SARLAFT. THE LESSEE undertakes to implement measures to prevent its operations from being used, with or without its knowledge, as instruments for the concealment, handling, investment, or exploitation in any way of money or other assets derived from criminal activities or to give the appearance of legality to these activities.

 

36. GUARANTEES AND SOURCES OF PAYMENT: The disbursement of any sum of money under this CONTRACT is subject to the proper establishment of payment sources, Administration Trust and Payment Source covering 100% of the income derived from the operation of THE PROPERTY, which must have a minimum coverage of 120% over the rent payment and Guarantees during the advance stage. It is also subject to THE LESSEE’s signature on this CONTRACT and the promissory note in blank with a letter of instructions. In the event that guarantee certificates are issued, they will be canceled at the time of the transfer of the Properties to THE BANK, for which THE BANK must also instruct the trust company to issue the said guarantee certificates for cancellation.

 

 

 

 

37. COMMISSIONS:

 

A. AVAILABILITY COMMISSION: THE LESSEE will pay THE BANK an availability commission on the undisbursed balances to THE SUPPLIER, at the rate and frequency stipulated in the General Data. Unless otherwise stipulated in the General Data, the commission will begin to accrue from the date of the signing of this CONTRACT. THE LESSEE must pay the commission amount plus VAT on the due date of the invoice issued by THE COMPANY for this purpose.

 

The unpaid balances to THE SUPPLIER will result from subtracting the value of THE PROPERTY indicated in General Data from the value of the payment(s) to THE SUPPLIER made up to the date.

 

B. WAIVER COMMISSION: Any express and written waiver by THE BANK in relation to its rights or in relation to the fulfillment of THE LESSEE’s obligations under this CONTRACT may generate a commission of 0.5% per annum plus VAT on the outstanding rents at the time the waiver is authorized.

 

38. CONTRACT EXECUTION DATE: It will be the one indicated in General Data. THE LESSEE declares that he is aware of the regulations that regulate this CONTRACT, including, but not limited to, the accounting and tax treatment that he must give to it.

 

39. LESSEE’S STATEMENTS: With the signing of this CONTRACT, THE LESSEE declares and warrants the following:

 

A. That there are no administrative, tax, disciplinary, or judicial actions, processes, lawsuits, or disputes, nor are there pending investigations, reconciliations, legal actions, or proceedings by or before judicial, administrative, arbitral, oversight, and control authorities against him that could affect the fulfillment of the

obligations arising from this CONTRACT.

 

B. That there has not occurred or is imminent the occurrence of a unilateral termination cause of the CONTRACT for just cause by THE BANK.

 

C. That he has not entered into or has valid transactions with its parent companies or their subsidiaries or with its subsidiaries, except for transactions carried out in the ordinary course of business at market value and on terms no less favorable to THE LESSEE than those conditions that could be obtained in transactions with unrelated third parties.

 

THE LESSEE

Michael Patrick Fangman

P.P. 642954587

LATAM LOGISTIC COL PROPCO COTA 1 SAS

 

Esteban Saldarriaga Gaviria

C.C. 81.717.335

First Substitute of the legal representative

LATAM LOGISTIC COL PROPCO COTA 1 SAS

 

Guillermo Zarco Berdejo

C.C 79.693.866

Third Substitute of the legal representative

LATAM LOGISTIC COL PROPCO COTA 1 SAS

 

BANCOLOMBIA S.A.

NIT 8909039388

MARTIN ORLANDO PRIETO RODRÍGUEZ

C.C. 79048722

Attorney-in-fact

 

 

EX-10.28 19 ex10-28.htm

 

Exhibit 10.28

 

Grupo

Bancolombia*

202100045555

 

Case number: 202100045555

Date: June 10, 2021, 1:33 AM

P.O. ‘AMENDMENT TO CONTRACT”

 

AMENDMENT No. 01 to LEASING CONTRACT No. 257617 signed on January 22, 2021.

 

Between the undersigned, on the one hand,

 

BANCOLOMBIA S.A., a public limited company, with its main office in the city of Medellin, legally established by Public Deed No. 388 of January 24, 1945, granted by Notary 1 of Medellin, with authorization to operate issued by the Financial Superintendence of Colombia, identified with N.I.T 8909039388, and legally represented in this AMENDMENT (as defined below) in its capacity as attorney-in-fact by MARTIN ORLANDO PRIETO RODRIGUEZ, of legal age and identified with C.C. No. 79.048.722, all of which is evidenced in the certificate of existence and legal representation issued by the Financial Superintendence of Colombia and by the Chamber of Commerce of Bogota D.C., hereinafter referred to as (“THE BANK”), and on the other hand,

 

LATAM LOGISTIC COL PROPCO COTA 1 S.A.S., a duly constituted company through a private document dated July 5, 2016, in accordance with the laws of the Republic of Colombia, with its main office in the city of Bogota, D.C., identified with NIT No. 900.986.856-3, represented by Guillermo Zarco Berdejo, Michael Patrick Fangman, and Esteban Saldarriaga Gaviria, hereinafter referred to as (“THE LESSEE”).

 

The PARTIES have agreed to execute this AMENDMENT (hereinafter the “Amendment”) to Financial Leasing Contract No. 257617 (hereinafter the “Leasing Contract”) to make the following modifications:

 

CLAUSES:

 

FIRST: The parties agree to modify the Financial Conditions established in the General Data of the Leasing Contract regarding the items listed below, so that henceforth it is understood as agreed in the following manner:

 

UNDERSTOOD AGREEMENT IN THE FOLLOWING MANNER:

 

FINANCIAL CONDITIONS

 

Interest rate on advances: IBR NAMV + 3.65 points

Frequency for determining the interest rate on advances: Monthly.

The IBR N.A.M.V. will correspond to the week of the determination of the rate

 

 

 

 

Reference Basic Rate: IBR NAMV + 3.65 points

 

The rate will be expressed on an Effective Annual basis for the calculation of the lease payment, in the Initiation of the Term Annex.

 

Modality: In arrears

Contract Term: 180 months from the initiation of the Term.

Payment Frequency: Monthly

Grace Period: 6 months

Frequency for determining the interest rate of the contract: Monthly.

The IBR N.A.M.V. will correspond to that of the week of the determination of the rate.

 

The Initiation of the Term Annex will indicate the payment date of the first installment and the date for the first determination of the rate, which will subsequently continue to be determined with the initially indicated frequency.

 

In the event that, as of the interest rate determination date, the calculation of the reference index and/or the spread yields a negative result, THE LESSEE declares that they are aware of and accept that the rate for the relevant period will never be lower than zero percent (0%).

 

All other items that have not been modified or eliminated under the terms of this amendment, in accordance with this clause of this Amendment, shall remain with the same terms as were agreed upon in the Financial Conditions section of the General Data of the Leasing Contract.

 

SECOND: The parties agree to include the amortization gradient in the TYPE OF AMORTIZATION established in the General Data of the Leasing Contract, for it to be understood henceforth as agreed in the following manner:

 

TYPE OF AMORTIZATION

 

Installment:

 

The contract will have the following amortization:

 

“From (monthly period)”   “To (monthly period)”   “% capital to amortize”
         
1   6   0%
7   179   60%
180   180   40%

 

Note: The last payment of year 15 will include the purchase option.

 

 

 

 

Initial extraordinary payment: $37,686,000,000.

 

This amount, to be paid towards the principal at the commencement of the term, must be settled by THE LESSEE as a prerequisite to initiate the process of purchase, importation, construction, or legalization of the property(ies) subject to this contract. It may vary according to the conditions specified in the operation approval, and in case of changes in the value of the property(ies) subject to this contract, the remaining balance must be paid by THE LESSEE on the initiation date of the term.

 

Purchase Option: 1% of the financing value as the purchase option and 39% as an Extraordinary Lease Payment in the last installment, for a Balloon of 40%.

 

THIRD: The parties agree to include in the General Data of the Leasing Contract the AVAILABILITY FEE, for it to be understood henceforth as agreed in the following manner throughout the Leasing Contract:

 

AVAILABILITY FEE: THE BANK may charge an Availability Fee equivalent to 0.10%, calculated monthly, on the undisbursed balances to THE SUPPLIER. THE LESSEE must pay the fee monthly. The rules for this fee are as follows:

 

Regia A. It will take effect from the date of signing of this contract, starting from January 2021, until its term begins.

Regia B. The commission amount plus the applicable VAT must be paid.

Regia C. The BANK will send an invoice indicating the date by which the LESSEE must make the payment.

 

STRUCTURING FEE. The BANK may charge a Structuring Fee equivalent to 1%, calculated on the financing amount of the operation. The LESSEE must pay the fee by the due date of the first lease installment once the operation is activated.

 

FOURTH: The parties declare that the other conditions of Lease Agreement No. 257617, which have not been modified by previous agreements or by this document, remain in force as originally agreed.

 

For record purposes, it is signed in Bogotá D.C. on the twenty-second (22) day of April 2021.

 

BANCOLOMBIA:

 

MARTIN ORLANDO PRIETO R.

ID No. 79.048.722

Authorized Representative of Bancolombia S.A.

 

THE LESSEE:

 

MICHAEL PATRICK FANGMAN

ID No. P.P.642954587

Legal Representative

LATAM LOGISTIC COL PROPCO COTA 1 S.A.S.

 

GUILLERMO ZARCO BERDEJO

ID No. 79.693.866

Legal Representative

LATAM LOGISTIC COL PROPCO COTA 1 S.A.S.

 

ESTEBAN SALDARRIAGA

ID No. 81.717.335

Legal Representative

LATAM LOGISTIC COL PROPCO COTA 1 S.A.S.

 

 

 

 

AMENDMENT No. 01 to LEASING AGREEMENT No. 257617 signed on January 22, 2021

 

Between the undersigned, on the one hand,

 

BANCOLOMBIA S.A., a public limited company, with its principal address in the city of Medellin, legally established by Public Deed No. 388 on January 24, 1945, granted by Notary 1 of Medellin, with authorization for operation issued by the Financial Superintendence of Colombia, identified with N.I.T 8909039388, and legally represented in this AMENDMENT (as defined below) by MARTIN ORLANDO PRIETO RODRIGUEZ, of legal age and identified with ID No. 79.048.722, all of which is recorded in the certificate of existence and legal representation issued by the Financial Superintendence of Colombia and by the Chamber of Commerce of Bogotá D.C., and who hereinafter, for all purposes of this AMENDMENT, shall be referred to as (“THE BANK”) and, on the other hand,

 

LATAM LOGISTIC COL PROPCO COTA 1 S.A.S., a company duly established by a private document dated July 5, 2016, in accordance with the laws of the Republic of Colombia, with its principal address in the city of Bogotá, D.C., identified with Tax Identification Number (NIT) No. 900.986.856-3, represented by Guillermo Zarco Berdejo, Michael Patrick Fangman, and Esteban Saldarriaga Gaviria, hereinafter referred to as (“THE LESSEE”).

 

The PARTIES have agreed to execute this amendment (hereinafter the “Amendment”) to Financial Leasing Agreement No. 257617 (hereinafter the “Leasing Agreement”) to make the following modifications:

 

CLAUSES:

 

FIRST: The parties agree to modify the Financial Conditions established in the General Contract Data of the Leasing Agreement regarding the items listed below, so that henceforth it is understood as agreed in the following manner:

 

FINANCIAL CONDITIONS

 

Interest rate on advances: IBR NAMV + 3.65 points

Frequency for determining the interest rate on advances: Monthly.

The IBR N.A.M.V will be the one corresponding to the week of determining the rate.

 

Reference Base Rate: IBR NAMV + 3.65 points

 

The previously indicated rate will be expressed in Annual Effective Terms for the calculation of the lease installment in the Commencement of the Term Annex.

 

Modality: In arrears

Contract Term: 180 months from the commencement of the Term.

Payment Frequency: Monthly

Grace Period: 6 months

Frequency for determining the contract interest rate: Monthly.

The IBR N.A.M.V. will be the one corresponding to the week of determining the rate.

 

 

 

 

The Commencement of the Term Annex will indicate the payment date of the first installment and the date for the first determination of the rate, which will continue to be determined with the initially specified frequency.

 

If, on the interest rate determination date, the calculation of the reference index and/or the spread yields a negative result, THE LESSEE acknowledges and accepts that the rate for the period in question will never be lower than zero percent (0%).

 

All other items that have not been modified or eliminated in the terms of this clause of this Addendum will remain under the same terms as were agreed upon in the Financial Conditions section of the General Contract Data of the Leasing Agreement.

 

SECOND: The parties agree to include the amortization gradient in the TYPE OF AMORTIZATION established in the General Contract Data of the Leasing Agreement, for it to be henceforth understood as agreed in the following manner:

 

TYPE OF AMORTIZATION

 

Installment:

 

The contract will have the following amortization: [Details of the amortization plan to be included here.

 

“From (monthly period)”   “To (monthly period)”   “% capital to amortize”
         
1   6   0%
7   179   60%
180   180   40%

 

Note: The last payment of the 15th year will include the purchase option.

 

Initial extraordinary payment: $37,686,000,000

 

This amount, which will be credited to the capital at the commencement of the term, must be paid by THE LESSEE as a prerequisite to initiate the process of purchase, importation, construction, or legalization of the property(ies) subject to this contract. It may vary according to the conditions stated in the operation approval, in case of changes in the value of the property(ies) subject to this contract. The remaining balance must be paid by THE LESSEE on the commencement of the term.

 

Purchase Option: 1% of the financing amount and 39% as an Extraordinary Lease Installment in the last installment, for a Balloon of 40%.

 

 

 

 

THIRD: The parties agree to include in the General Contract Data of the Leasing Agreement the AVAILABILITY COMMISSION, for it to be henceforth understood as agreed upon throughout the Leasing Agreement:

 

AVAILABILITY COMMISSION. THE BANK may charge an Availability Commission equivalent to 0.10%, calculated monthly on the undisbursed balances to THE SUPPLIER. THE LESSEE must pay the commission on a monthly basis. The rules for this commission are as follows:

 

Regia A. Will begin to accrue from: the date of signing of this Contract / starting from the month of January 2021, until its term begins.

Regia B. The commission amount plus the applicable VAT must be paid.

Regia C. THE BANK will send an invoice indicating the date by which THE LESSEE must make the payment.

 

STRUCTURING COMMISSION. THE BANK may charge a Structuring Commission equivalent to 1%, calculated on the financing amount of the operation. THE LESSEE must pay the commission with the maturity of the first lease installment once the operation is activated.

 

FOURTH: The Parties declare that the other conditions of Lease Agreement No. 257617 that have not been modified by previous amendments or by this Amendment remain in force as originally agreed.

 

For record purposes, it is signed in Bogotá D.C. on the twenty-second (22) day of April 2021.

 

BANCOLOMBIA:

 

MARTIN ORLANDO PRIETO R.

ID No. 79.048.722

Authorized Representative of Bancolombia S.A.

 

THE LESSEE:

 

MICHAEL PATRICK FANGMAN

P.P.642954587

Legal Representative

LATAM LOGISTIC COL PROPCO COTA 1

 

GUILLERMO ZARCO BERDEJO

C.C. No. 79.693.866

Legal Representative

LATAM LOGISTIC COL PROPCO COTA 1 S.A.S.

 

ESTEBAN SALDARRIAGA

ID No. 81.717.335

Legal Representative

LATAM LOGISTIC COL PROPCO COTA 1 S.A.S.

 

 

 

EX-10.29 20 ex10-29.htm

 

Exhibit 10.29

 

Financial Lease Agreement Leasing No.: 235195

 

PART II: SPECIFIC CONDITIONS

 

I. GENERAL INFORMATION

 

The Lessor:

 

(1) BANCOLOMBIA S.A., a financial institution duly incorporated and currently existing under the laws of the Republic of Colombia, with its principal office in the city of Medellin, NIT 890.903.938-8 (hereinafter referred to as Bancolombia), represented in this act by Martin Orlando Prieto, of legal age, identified as appears at the bottom of his signature, acting as a special attorney, duly authorized for such purposes.

 

The Lessee:

 

(1) LATAM LOGISTICS COL PROPCO COTA 1 S.A.S., a company duly established by private document dated July 5, 2016, registered with the Chamber of Commerce of Bogota on July 6, 2016, under number 02119670 of Book IX, in accordance with the laws of the Republic of Colombia, with its principal office in the city of Bogota, identified with NIT 900986856-3, represented by: (i) Michael Patrick Fangman, identified with passport No. 531154855; (ii) Guillermo Jose Zarco Berdejo identified with citizenship card No. 79.693.866; and (iii) Esteban Saldarriaga Gaviria identified with citizenship card No. 81.717.335, who act as legal representatives duly authorized for such purposes, as evidenced in the certificate of incumbency and representation issued by the Chamber of Commerce of Bogota, which is attached to be an integral part of this document.

 

II. ASSET and SUPPLIER: The following asset will be delivered by the Supplier to the COMPANY under the terms established in the CONTRACT:

 

Supplier   Independent estate LATAM LOGISTIC COL PROPCO COTA 1 TRUST
     
Description of the asset

 

Property, according to the following details:

 

Property:

 

Asset Description: Warehouse 400, Street 80 Logistic Park Project

 

Property Address: Km 8.5 Highway Bogota - Medellin, North Side, Tenjo, Cundinamarca.

 

Location: Tenjo, Cundinamarca

 

Warehouse 400, Street 80 Logistic Park Project identified with registration numbers 50N-640761 and 50N-588533.

 

The Properties, of which Warehouse 400 is a part, are within the general boundaries outlined in Public Deed No. 2214 of December 9, 2016, granted before Notary Public No. 35 of the Bogota Circuit.

 

 

 

 

General boundaries of the property identified with property registration folio number 50N-640761: “To the south, approximately 642.50 meters along the road known as the Bogota to Medellin highway, to the east, approximately 670 meters along the Hacienda Casa Roja #1 owned by Mrs. Sylvia Willis de Vasquez, to the north, approximately 582.00 meters along the property of Victor Forero, and to the west, approximately 725.0 meters along properties of the Torres Echeverry family and Raymundo Hurtado.”

 

General boundaries of the property identified with property registration number 50N-588533:

 

“TO THE WEST: Starting from the point located on the Bogota to Medellin highway where the dividing fence of the property called Criadero Palo Blanco owned by the company LAS CARABELAS S.A. (formerly WILLS VASQUEZ and Cia S EN C) ends, it borders said estate over an approximate extension of seven hundred nineteen point forty-six meters (719.46 m) until reaching the intersection of the fence that separates this lot from the lands owned by Victor Forero. TO THE NORTH: It borders over an approximate extension of two hundred twenty meters (220 m) with the property owned by Victor Forero until the intersection of the dividing fence of the properties of Torres Echeverri. TO THE EAST: It borders over an approximate extension of one hundred thirty-nine point seventy meters (139.70) with lands of Torres Echeverri and then over an approximate extension of five hundred sixty-nine point thirty meters (569.30 m) with lands of Raimundo Hurtado, until the point where the dividing fence with Raimundo Hurtado ends in the area of the Bogota to Medellin highway. TO THE SOUTH: It borders over an approximate extension of two hundred twenty meters (220 m) with the Bogota to Medellin highway until the dividing fence of the property called Criadero Palo Blanco, closing where the boundaries begin.”

 

Detailed information about the Property may be indicated in the Commencement Annex, which will be sent to the LESSEE and/or in the final invoices issued by the Supplier.

 

Value of the assets object of this contract   Real estate: $12,982,201.389
  Buildings: $38,946,604.167

 

 

 

 

III. FINANCIAL CONDITIONS OF THE LEASING AGREEMENT

 

Value of the leasing agreement   $51,928,805.556
     
Amount to be financed   Up to thirty-one billion four hundred million Colombian pesos (COP) ($31,400,000,000).
     
Fee or extraordinary initial fee   Twenty billion five hundred twenty-eight million eight hundred five thousand five hundred fifty-six Colombian pesos (COP) ($20,528,805,556).
     
Rate  

During the Advance Stage:

 

Advance Rate: IBR + 3.5%

 

Advance Rate Frequency: Monthly

 

During the contract term, Contract Rate: IBR + 3.5%.

 

The rate mentioned above will be expressed in Effective Annual Terms for the calculation of the Rent, in the Exhibit of the Initiation of the term.

 

Frequency for determining the contract rate: Monthly.

 

Reference Base Rate: IBR

 

Modality: MV

 

In the Exhibit of the Initiation of the term, the payment date of the first rent and the date for the first determination of the rate will be indicated, which will continue to be determined with the initially established frequency thereafter.

     
Term   Fifteen years from the beginning of the term.

 

Advance Stage: The advance stage corresponds to the construction period of Warehouse 400. During this stage, there is no capital amortization unless the Advance Stage is exceeded. Only interest on the advances disbursed will be charged during this period, which is part of the contract term.

 

Initiation of the Term: Once the Advance Stage is completed, the CONTRACT is activated, and the collection of the rent begins.

 

 

 

 

This agreement will have the following amortization:

 

Amortization form of capital   From (monthly)   To (monthly)   % of capital to be amortized
    1   12   2,2%
    13   24   2,4%
    25   36   2,6%
    37   48   2,8%
    49   60   3,0%
    61   72   3,2%
    73   84   3,5%
    85   96   3,8%
    97   108   4,1%
    109   120   4,4%
    121   132   4,8%
    133   144   5,2%
    145   156   5,6%
    157   168   6,0%
    169   180   46.5%

 

Note: The last payment of year 15 takes into consideration the purchase option.

 

Extraordinary initial fee: As it will be described in the Exhibit of the Initiation of the term.

 

Purchase option   Payment date: At the date that the lessee must pay the last fee of the contract.
       
    Percentage of the option: 1% Purchase option of the total value of the leasing agreement and 39% as an extraordinary fee in the last payment, for a 40% balloon.
       
Commissions  

The lessee will pay the Lessor the following commissions:

 

● Availability Commission: 0.04% on the undisbursed balances of the total credit limit, to be paid monthly.

 

● Structuring Commission: 25 bps payable on the financing, which will be calculated and invoiced on the day of the Leasing Contract signing. The Debtor must pay this amount within five (5) calendar days following the Leasing Contract signing date.

     
Preference right   In the event of requesting refinancing of the Leasing with other institutions, THE COMPANY will have the first option to propose the new terms and conditions of the financing. If another institution(s) suggests more favorable conditions than those proposed by THE COMPANY (“More Favorable Offer”), THE COMPANY will have the option to match the offer of the other institution(s) within a period not exceeding 15 Business Days from the communication of the LESSEE.

 

 

 

 

IV. GUARANTEES

 

Guarantees of the leasing agreement  

- Certificates in guarantee during the advance stage.

 

- Administration and payment source trust over 100% of the income, with a minimum coverage of 120% over the lease payment.

     
Insurance  

Type of insurance: “Endorsement”

 

Insurance Company

 

COVERAGES:

 

In addition to the policies mentioned above, THE LESSEE expresses its willingness to take out a loss of earnings policy, the beneficiaries of which will be the COMPANY.

 

Type of insurance by branch:

 

It will be indicated in the Exhibit of the Initiation of the term.

 

The insured amount will be as indicated in the Exhibit of the Initiation of the term.

 

Date: November 8, 2019.  
   
Signatures  
   
BANCOLOMBIA S.A  
NIT 8909039388  
MARTIN ORLANDO PRIETO RODRÍGUEZ  
C.C. 79048722  
Legal representative  
   
LESSEE  
   
Michael Patrick Fangman  
P.P. 531154855  
Legal representative  
LATAM LOGISTIC COL PROPCO COTA 1 SAS  
   
Esteban Saldarriaga Gaviria  
C.C. 81.717.335  
First substitute of the legal representative  
LATAM LOGISTIC COL PROPCO COTA 1 SAS  
   
Guillermo Zarco Berdejo  
C.C. 79.693.866  
Third substitute of the legal representative  
LATAM LOGISTIC COL PROPCO COTA 1 SAS  

 

 

 

EX-10.30 21 ex10-30.htm

 

Exhibit 10.30

 

LEASING AGREEMENT BETWEEN BANCOLOMBIA S.A AND LATAM LOGISTIC COL PROPCO COTA 1 S.A.S

 

Between the undersigned, JUAN DAVID OSORNO OSORIO, of legal age and resident of this city, bearer ID number 98.627.260, acting on behalf and legal representation of the company BANCOLOMBIA S.A., a corporate company, domiciled in the city of Medellin, legally constituted, on one hand; and on the other hand, FANGMAN MICHAEL PATRICK, of legal age and resident of Bogota, identified as it appears below his signature, and acting on behalf and legal representation of the company LATAM LOGISTIC COL PROPCO COTA 1 SAS identified with NIT 900.986.856-3, we have decided to modify Lease Contract No. 235195 90, under the following terms:

 

FIRST. INITIAL INSTALLMENT VALUE, CHANGE IN PROPERTY DESCRIPTION, CHANGE IN PROPERTY VALUE OF THE CONTRACT. From the subscription of this addendum, indicating one of the modifications to the contract will be as follows:

 

ASSET DESCRIPTION

 

WAREHOUSE 400 AND 600 LOGISTIC PARK PROJECT 80TH STREET ADDRESS KM 8.5 BOGOTA-MEDELLIN HIGHWAY NORTH SIDE TENJO, WITH REGISTRATION FOLIO IN EXTENSION 50N-640761.

 

SUPPLIER: ALIANZA FIDUCIARIA SA NIT 860.53.1315-3

 

CONTRACT VALUE: $ 114,385,350,200

 

ADDITIONAL FEE: $ 69,585,350,200

 

The other stipulations of the contract, not expressly modified by this document, continue to govern as originally agreed.

 

For record purposes, this addendum is signed in the city of Medellin on February 18, 2020, by the interested parties.

 

Bancolombia S.A Lessee
Juan David Osorno Osorio Latam Logistic Col Propco Cota 1 SAS
C.C. No. 98.627.260 NIT 9009868563
Attorney in fact Zarco Berdejo Guillermo Jose
  C.C. 79693866
  Substitute legal representative
   
Lessee Lessee
Latam Logistic Col Propco Cota 1 SAS Latam Logistic Col Propco Cota 1 SAS
Fangman Michael Patrick NIT 900986563
NIT 900.986.856-3  

 

 
 

 

Bogotá, February 26, 2020

 

Sirs

 

Bancolombia S.A.

 

Attn: Ximena Trujillo

 

Address: Street 31 No. 6-87 9th Floor. San Martin Bogota DC

 

Subject: Delivery of Addendum to Lease Contract 235195.

 

I am delivering two original copies of the Addendum to Lease Contract 235195, with the signatures of the legal representatives of Latam Logistic Col Propco Cota 1 SAS.

 

Please deliver it to the designated area so that it can be signed by the legal representative of Bancolombia S.A. and return one signed original copy to us.

 

Thank you.

 

Truly yours.

 

Marisabel Cardenas Vásquez

 

Administrative Assistant

 

 

 

EX-10.31 22 ex10-31.htm

 

Exhibit 10.31

 

ADDENDUM No. 2 TO FINANCIAL LEASING AGREEMENT No. 235195 (Internal Sequence 90)

 

ENTERED INTO BETWEEN BANCOLOMBIA S.A. AND LATAM LOGISTIC COL PROPCO COTA 1 SAS

 

Between the undersigned, MARTIN ORLANDO PRIETO RODRIGUEZ, of legal age and resident of this city, bearer ID number 79.048.722, acting on behalf and legal representation of the company BANCOLOMBIA S.A., a commercial nature joint-stock company, domiciled in the city of Medellin, legally constituted, on the one hand; and on the other hand, FANGMAN MICHAEL PATRICK, of legal age and with domicile in Bogotá, identified as it appears at the bottom of his signature, and who acts on behalf and legal representation of the company LATAM LOGISTIC COL PROPCO COTA 1 SAS with NIT 9009868563, we have decided to modify Lease Agreement No. 235195 90, on the following terms:

 

FIRST. INITIAL PAYMENT AMOUNT, PROPERTY DESCRIPTION, CONTRACT PROPERTY VALUE. As of the signing of this addendum, the description of the property, the property value, and the initial payment amount of the contract will be as follows:

 

ASSET DESCRIPTION:

 

Warehouse 400 and 600 Logistic Park Project Street 80 Address KM 8.5 Highway Bogota, Medellin North Side Tenjo, with respective real estate registration numbers 50C-20864684 and 50N-20871373, respectively.

 

SUPPLIER: ALIANZA FIDUCIARIA SA NIT 860.531.315-3

 

CONTRACT VALUE: $114,385,350,200

 

ADDITIONAL RENT: $55,385,350,200

 

The other stipulations of the contract, not expressly modified by this document, continue to govern as originally agreed. For the record, this addendum is signed in the city of Bogotá on the third (3rd) of November of the year 2020, by the interested parties.

 

Bancolombia S.A

NIT 89009039388

MARTIN ORLANDO PRIETO R.

CC No. 79048722

Representative

 

Lessee

LATAM LOGISTIC COL PROPCO COTA 1 SAS

NIT 9009868563

FANGMAN MICHAEL PATRICK

Passport No. 642954587

Legal representative

     

Lessee

LATAM LOGISTIC COL PROPCO COTA 1 SAS

NIT 9009868563

GUILLERMO JOSE ZARCO BERDEJO

CC 79693866

Substitute legal representative

 

Lessee

LATAM LOGISTIC COL PROPCO COTA 1 SAS

NIT 9009868563

ESTEBAN SALDARRIAGA GAVIRIA

CC 8171733

Substitute legal representative

 

 

 

EX-10.32 23 ex10-32.htm

 

Exhibit 10.32

 

Amendment No. 3 to Financial Lease Agreement Leasing No. 235195

 

Between the undersigned, BANCOLOMBIA S.A., a financial institution legally constituted in accordance with the laws of the Republic of Colombia, with its main office in Medellin, Antioquia, identified with N.I.T 890.903.938-8 and legally represented by the person indicated in the signature section below, hereinafter referred to as (“BANCOLOMBIA and/or THE BANK”); and on the other hand, LATAM LOGISTIC PROPCO COTA 1 SAS, identified with NIT 900.986.856, represented in this document by the person indicated in the signature section below, who for the purposes of this document will be referred to as THE LESSEE. The individuals previously indicated shall be jointly referred to, for all purposes of this document, as the “Parties.” We have decided to modify the financial leasing contract No. 235195 on the following terms, subject to the following:

 

CONSIDERATIONS

 

1. That the Parties entered into the Financial Lease Agreement Leasing No. 235195 dated July 01, 2020, hereinafter referred to as the “Leasing Contract”.

 

2. That at the time of the signing of this Amendment, THE LESSEE has made capital amortizations and the payment of one or more extraordinary rents.

 

3. That THE LESSEE has requested from THE BANK the refund of the sum of Thirty-Four Billion Colombian Pesos ($34,000,000,000) for part of the Initial Extraordinary Rent and the entire amount amortized to date, and THE BANK has agreed to such request. Therefore, the Parties have agreed to modify the Financial Conditions of the Leasing Contract, in accordance with the provisions of this Otrosí, clarifying that the value of the asset subject to this contract is not modified by this Otrosí.

 

4. That THE BANK has stipulated that THE LESSEE must comply with certain obligations throughout the term of the Leasing Contract, for which the modification or inclusion of new conditions in the Leasing Contract will be required.

 

CLAUSES

 

FIRST: The parties agree to modify the following items of the Financial Conditions established in Part II General Data:

 

● Rate for the Contract IBR +3.27 Points

 

The rate for the Contract: In the first rent invoice, the rate is expressed in effective annual terms.

 

● Basic Reference Rate IBR

 

 
 

 

Contract Term 168 months

 

● Capital Balance after this Otrosí that modifies the contract: will be indicated in Annex No. 2 Payment Plan, which will be issued by BANCOLOMBIA and sent to THE LESSEE within five (5) business days following the date on which the sum established in the fourth item of the background of this Otrosí is refunded.

 

First: We agree that these changes to the Financial Conditions will take effect no later than the fifth business day following the date on which all of the following conditions are met: (i) THE BANK receives this signed Amendment from THE LESSEE and (ii) THE BANK has refunded the amortized amount to capital in the terms established in this Amendment.

 

Second: Once the modifications under this Amendment are implemented, an adjustment to the amortization plan will be issued in Annex 2 of the Payment Plan.

 

Third: For the purposes herein, ‘Retanqueo’ shall be understood as the delivery of resources by the BANK to the LESSEE, whereby the BANK increases the balance of the Leasing Contract based on the capital amortizations made to it (extraordinary payments, periodic amortizations, and additional rent, as applicable). Simultaneously, the LESSEE, in its accounting, will increase the financial obligation without affecting the accounting and tax treatment it has of the ASSET.

 

Fourth: By signing this Amendment, the LESSEE declares that no request, declaration, or filing has been made with the purpose of initiating a reorganization process, judicial liquidation, declaration of insolvency, or any similar procedure, or with the purpose of obtaining the early dissolution and liquidation of the LESSEE.

 

SECOND: The Parties agree to modify the following conditions established in the Commencement Annex of the Term:

 

The capital balance after this Amendment: will be as indicated in Annex No. 2 Payment Plan, which will be issued by the BANK and sent to the LESSEE within five (5) business days following the date on which the sum for which the Retanqueo is made is refunded.

 

Estimated Rent Value: will be as established in Annex No. 2 Payment Plan, which will be issued by the BANK and sent to the LESSEE within five (5) business days following the date on which the sum for which the Retanqueo is made is refunded.

 

 
 

 

THIRD: The Parties include and/or modify clause 13, LESSEE’s Obligations, so that henceforth they are understood and agreed as follows:

 

Covenants:

 

For the purposes herein, the following shall be understood as:

 

Shareholder”:

 

Meaning all natural or legal persons who own shares registered in the LESSEE’s shareholder book and who acquire with the BANK the commitments established herein.

 

Shareholder   Identification   Percentage
LatAm Logistic Col HoldCo I S de RL   Commercial Section of the Public Registry of Panama, from May 26, 2016, at Folio 155630461, Entry 1, Record 234536/2016.   100%

 

CAPEX (Capital Expenditures)

 

- Means, for any measurement period, any improvement or addition to property, plant, equipment, and intangibles whose value or cost should be capitalized and appear as gross fixed assets in the financial position statement (balance sheet) according to the applicable IFRS.

 

EBITDA

 

- Means, for any measurement period, the Lessee’s Operating Profit, adding depreciations and amortizations and subtracting operational revenues that do not represent cash inflows. Provisions and impairments will not be considered.

 

Equity

 

- Means, contributions to be made by the shareholder, either in the form of cash contributions to the share capital or in the form of loans under shareholder subordinated loan agreements, during the term of the lease or project. Interests that may be capitalized under shareholder subordinated loan agreements will not be considered in determining the capital amount required according to the Lease Contract documents.

 

 
 

 

Debt

 

- Means, on any date and regarding the Lessee, without duplication: (i) payment obligations (including principal, interest, commissions, and other charges) of the Lessee under loan agreements or any other kind of instruments; (ii) all Lessee’s obligations related to the purchase price of assets, goods, or services with a term longer than 360 days; (iii) all Lessee’s obligations represented in bonds, commercial papers, promissory notes, unsecured obligations, or similar instruments; (iv) any obligation secured or guaranteed by any lien on any Lessee’s property, regardless of whether such obligations were assumed by the Lessee; (v) any obligation arising from financial leasing transactions or any other agreement contemplating the retention of ownership of an asset or entered into by the Lessee as a financing mechanism for the acquisition of the respective leased asset; (vi) all current or contingent obligations or of any other kind regarding bank acceptances, including letters of credit, bank guarantees, standbys issued, or other contingencies or similar instruments granted or issued on behalf of the Lessee; (vii) obligations arising from derivative contracts; (viii) payment obligations arising from factoring operations (in factoring operations with the Bank, only the Triangular Line will be included); (ix) off-balance financing operations; (x) Lessee’s obligations to acquire, redeem, or in any other way make payments in connection with any interest in the Lessee’s or any other Person’s equity; (xi) all types of customer deposits reflected as liabilities in the respective financial statements; and (xii) all types of guarantees or warranties granted relating to third-party debts or obligations (other than guarantees or warranties granted regarding debts or obligations of its affiliates, unless such guarantees or warranties are executed or become effective).

 

Audited Financial Statements

 

- Means the Lessee’s consolidated, certified, and audited balance sheet, income statement, statement of changes in equity, statement of changes in the financial position, and cash flow statement, along with their notes, for the close of the fiscal year.

 

Free Cash Flow

 

- Signifies (i) EBITDA, minus (ii) changes in working capital, minus (iii) CAPEX, minus (iv) reposition, and maintenance expenses normally charged against current operations, minus (v) income taxes paid during the corresponding measurement period.

 

Debt Service

 

- Means the sum of payments that the LESSEE must make during the term of the Leasing Contract for capital, interest, premiums, debt discounts, commissions, fees, and reimbursable expenses.

 

Operating Profit

 

- Regarding the LESSEE, it is ordinary activity income calculated according to applicable IFRS; minus cost of sales; minus selling expenses; minus administrative expenses.

 

 
 

 

i. Free Cash Flow to Debt Service

 

The LESSEE agrees to:

 

i) Maintain during the term of this Leasing Contract the Free Cash Flow indicator for the ASSET greater than or equal to one point two (1.2) times the Debt Service.

 

FCL / Debt Service > 1.2 times

 

ii) The LESSEE undertakes to propose to the shareholders’ assembly not to distribute, decree, or pay profits or dividends on profits when notified and justified by THE BANK that the LESSEE is not meeting the Free Cash Flow indicator of greater than or equal to one point two (1.2) times the Debt Service for the ASSET. This prohibition will persist until the indicators are restored.

 

The Shareholder undertakes to vote negatively on the decree, distribution, and/or payment of profits or dividends on the profits of the LESSEE in case the Free Cash Flow indicator is not met, greater than or equal to one point two (1.2) times the Debt Service.

 

ii. Debt/Equity

 

- For the purposes of this clause, it shall be understood that the LESSEE undertakes to maintain, throughout the term of the Leasing Contract, in the LESSEE’s Financial Statements, in relation to the ASSET, a ratio of sixty-five percent (65%) Debt and thirty-five percent (35%) Equity.

 

First: All Covenants regarding the ASSET will be reviewed semi-annually by and at the expense of THE BANK. Indicators will be calculated based on the twelve (12) months preceding the measurement date. The first measurement of the Covenants will be conducted on December 31, 2021.

 

Second: To verify compliance with the financial obligation mentioned above, the LESSEE undertakes to provide THE BANK with the following information:

 

- Financial statements as of June, within thirty (30) days from the cutoff date, which must be certified by the legal representative or accountant of the LESSEE.

 

- Audited financial statements as of December 31 of each year, within ten (10) days following their approval.

 

- Result of the analysis of the projected annual budget versus the executed annual budget, which must be presented within forty-five (45) days following the close of the respective year.

 

 
 

 

FOURTH: The Parties agree to include other obligations in clause 13, LESSEE’s Obligations, so that henceforth they are understood and agreed as follows:

 

A.A. The LESSEE undertakes to prepay in favor of the BANK any sum of money to which they are entitled due to early termination, indemnifications, fines, penalties, or penalty clauses in relation to the lease contracts signed with holders of the ASSET.

 

First, the BANK will apply the payment imputation established in this Contract, and subsequently, the prepayment will be applied to reduce the principal with a decrease in rent.

 

A.B. In case any of the sublease or possession delivery contracts for the ASSET are not extended, renewed, or terminated prematurely, the LESSEE undertakes to, at the latest within six (6) months, enter a new replacement contract on equal or better terms to the satisfaction of the BANK. The replacement contract should include a clause for early termination penalty in favor of the LESSEE covering the amount of the Debt Service. The economic rights of the replacement contract should be assigned to the payment source established with Bancolombia Trust.

 

A.C. Limit the possibility of guaranteeing obligations of third parties.

 

The LESSEE commits not to provide guarantees to support obligations of third parties or its shareholders, nor of companies in which they or the LESSEE have participation, nor to the LESSEE’s subsidiaries or parent companies or its shareholders, without the prior express and written authorization of the BANK. Likewise, the LESSEE undertakes not to increase the terms, amounts, and/or conditions of the already established guarantees without such authorization. Also, without the prior written authorization of the BANK, the LESSEE may not enter conditional purchase contracts for obligations, committing to acquire the obligations of the persons mentioned above, nor enter into liquidity support or capitalization agreements regarding them or buy credits on their behalf. The LESSEE may not assume the role of managing or collective partner in limited partnerships. The LESSEE undertakes to send to the BANK every six (6) months a certification signed by the legal representative validating compliance with this commitment.

 

A.D. Transactions with parent and subsidiary companies:

 

The LESSEE may not directly or indirectly: i) Make payments on behalf of its parent or its subsidiaries; ii) Make any investment in the parent or subsidiaries, through the acquisition of shares, granting of loans, making advances, transferring property, providing guarantees, or any other arrangement to pay, purchase, or directly or indirectly fulfill a debt or other obligation; iii) Lease, sell, transfer, or otherwise dispose of tangible or intangible assets in favor of a parent or subsidiary; iv) Participate in, or carry out any transaction with its parent or subsidiaries on terms different from market conditions; v) Enter into or allow agreements that in any way prohibit or limit the ability of a subsidiary to pay or distribute dividends to the LESSEE, or engage the LESSEE in capitalizations in the subsidiary or the creation of liens without the prior written authorization of the BANK; vi) Create subsidiaries or affiliates without prior written authorization from the BANK, when the LESSEE is not complying with the following covenants:

 

Free Cash Flow for the ASSET greater than or equal to one point two (1.2) times the Debt Service.

 

The LESSEE agrees to send to the BANK every six (6) months a certification signed by the legal representative of the LESSEE, validating compliance with this requirement.

 

 
 

 

A.E. Liquidity Support: Maintain, during the term of the Leasing Contract, liquidity support to cover cash shortfalls for debt service and/or the construction, fabrication, and/or installation of the Asset(s), which must be subscribed by the shareholders.

 

FIFTH: The Parties agree to include the following unilateral termination clause in the Leasing Contract, to be understood and agreed upon as follows:

 

- The BANK may unilaterally terminate the Leasing Contract in case of non-compliance with the Covenants.

 

- The BANK may unilaterally terminate the Leasing Contract in case of non-compliance with the obligations stipulated in this amendment.

 

- Change of Control:

 

i. Change in the control situation exercised by the LESSEE’s Shareholder without prior written notification to the BANK, which must be sent within thirty (30) days before the change of LESSEE’s shareholder.

 

ii. Change in the control situation exercised by LatAm Logistic Properties S de RL over LatAm Logistic Col Holdcol I S de RL without prior written notification to the BANK, which must be sent within thirty (30) days before the change of shareholder. For this, the legal representative of LatAm Logistic Col Holdcol I S de RL will certify the share composition of said company no later than June 30 of each year and whenever required by the BANK, a request that must be made in writing.

 

iii. Change in the control situation exercised by the JREP I Logistic Acquisition LP Company over LatAm Logistic Properties S de RL without prior written notification to the BANK, which must be sent within thirty (30) days before the change of shareholder. For this, the legal representative of the LESSEE will certify the share composition of said company no later than June 30 of each year and whenever required by the BANK, a request that must be made in writing.

 

 
 

 

The new shareholder must: i) not be a legal or natural person listed directly or indirectly in, or have a stake in, persons listed in any list managed by any national or foreign authority for the control of money laundering and/or financing terrorism and/or corruption in any of its modalities; ii) convicted of the crime of money laundering, crimes related to it, including crimes against public administration, or the crime of financing terrorism or administration of resources related to terrorist activities; iii) administratively sanctioned for violations of any anti-corruption norm; iv) linked to any type of investigation, judicial or administrative process, conducted by competent authorities at the national or foreign level, for the alleged commission of crimes or offenses related to money laundering, crimes related to money laundering, including crimes against public administration and/or financing terrorism, or administration of resources related to terrorist activities; v) not be a person regularly residing or organized under the laws of a country or territory subject to sanctions; vi) not be a plaintiff or defendant in any judicial or extrajudicial proceeding related to the BANK; vii) not be the subject of any material collection or enforcement proceedings (whether judicial or extrajudicial) against them; viii) not be in default, nor have been in the last five years, in any contract signed with the BANK; ix) not be reported in Datacredito, any credit bureau, or any other public or private entity, national, foreign, or multilateral that administers or manages credit databases; x) approve the credit risk analysis to the satisfaction of the BANK.

 

In the event that the new shareholder and/or participant of the LESSEE is involved in any of the events described in the above clause, the LESSEE will have a period of ninety (90) calendar days, counted from the notification that the BANK sends, to proceed with the full payment of the economic obligations derived from this Leasing Contract in favor of the BANK or to resolve the situation at hand.

 

SIXTH. EXCLUSION OF NOVATION: The approval of this Amendment does not imply a waiver of rights or obligations, nor does it constitute novation of the other obligations of the Leasing Contract, which remain in force. Unless expressly modified by this document, they continue to govern as originally agreed.

 

This Amendment is signed on January 11, 2022.

 

LATAM LOGISTIC COL PROPCO COTA 1 SAS

 

Michael Patrick Fangman

PP 642954587

Legal representative

 

BANCOLOMBIA SA

Martin Orlando Prieto R.

CC 79.048.722

Representative

 

 

 

EX-10.33 24 ex10-33.htm

 

Exhibit 10.33

 

 

Bogota, September 25, 2023

 

Messrs.

LATAM LOGISTIC COL PROPCO COTA 1 SAS

GUILLERMO ZARCO

LEGAL REPRESENTATIVE

 

Reference:   Response to the Waiver Request for Leasing Agreement # 235195 executed between Bancolombia and the company LATAM LOGISTIC COL PROPCO COTA 1 SAS

 

Dear Sirs,

 

  1. We refer to Lease Agreement #235195. (hereinafter the Leasing Agreement) executed between LATAM LOGISTIC COL PROPCO COTA 1 SAS (hereinafter the Lessee) and Bancolombia S.A. (“Bancolombia”).
     
  2. Capitalized words that are not expressly defined herein have the meaning assigned to them in the Lease Agreement.
     
  3. In accordance with the provisions of the Leasing Agreement, the Lessee undertook to:

 

    a. FCL/SD greater than 1.2x by 2023 for contract No 235195

 

  4. That, in response to its request for a waiver, Bancolombia states that, through this communication, it exempts the Lessee for not having complied in the course of 2023 with the commitment(s) described in paragraph 3 of this document.

 

Except for the waiver granted herein, Lessee continues to be bound by all the terms and conditions of the Lease Agreement.

 

 

 

 

 

 

Bogota, September 25, 2023

 

Messrs.

 

 

Reference:   Response to the Waiver Request for Leasing Agreement # 257617 signed between Bancolombia and the company LATAM LOGISTIC COL PROPCO COTA 1 SAS

 

Dear Sirs,

 

  1. We refer to Lease Agreement #257617. (hereinafter the Leasing Agreement) executed between LATAM LOGISTIC COL PROPCO COTA 1 SAS (hereinafter the Lessee) and Bancolombia S.A. (“Bancolombia”).
     
  2. Capitalized words that are not expressly defined herein have the meanings assigned to them in the Lease Agreement.
     
  3. In accordance with the provisions of the Leasing Agreement, the Lessee undertook to:

 

    a. FCL/SD greater than 1.2x by 2023 for contract No 257617

 

  4. That, in response to its request for a waiver, Bancolombia states that, through this communication, it exempts the Lessee for not having complied in the course of 2023 with the commitment(s) described in paragraph 3 of this document.

 

Except for the waiver granted herein, Lessee continues to be bound by all the terms and conditions of the Lease Agreement.

 

 

 

 

EX-23.1 25 ex23-1.htm

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in this Prospectus constituting a part of this Registration Statement on Form F-4 of our report dated March 27, 2023, which includes an explanatory paragraph relating to TWO’s ability to continue as a going concern, relating to the financial statements of TWO, which is contained in that Prospectus. We also consent to the reference to us under the caption “Experts” in the Prospectus.

 

/s/ WithumSmith+Brown, PC  
   
New York, New York  
December 8, 2023  

 

 

 

EX-23.2 26 ex23-2.htm

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the use in this Registration Statement on Form F-4 of our report dated October 18, 2023, relating to the financial statements of Latam Logistic Properties, S.A. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ Deloitte & Touche, S.A.

 

San Jose, Costa Rica

December 8, 2023

 

 

EX-23.5 27 ex23-5.htm

 

Exhibit 23.5

 

Consent of Marshall & Stevens Transaction Advisory Services LLC

 

We hereby consent to the quotation and summarization of our opinion letter to the board of directors of two (the “Company”) in the proxy statement/prospectus contained in the Company’s registration statement on Form F-4 relating to the proposed acquisition of LatAm Logistic Properties S.A. and its subsidiaries (the “Registration Statement”), as well as to the references to our firm and such opinion letter contained therein. In giving this consent, we do not admit, and we understand that the Company not contend, that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission. It is understood that we will not be held out by the Company in the Registration Statement or in any other disclosure document, filing or communication as such an “expert.”

 

/s/ Marshall & Stevens

 

New York, New York

 

December 5, 2023

 

 

 

 

EX-FILING FEES 28 ex107.htm

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form F-4

(Form Type)

 

Logistic Properties of the Americas

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities and Carry Forward Securities

 

  

Security

Type

 

Security

Class

Title

 

Fee

Calculation

Rule

  

Amount Being

Registered(1)(6)

 

Proposed

Maximum

Offering

Price Per

Security

  

Maximum

Aggregate

Offering Price

   Fee Rate  

Amount of

Registration

Fee

 
Fees To Be Paid  Equity  Ordinary shares, $0.0001 par value per share   457(f)(1)   10,359,388(2) $10.97(4)  $113,642,487    0.00014760   $16,773.64 
   Equity  Ordinary shares, $0.0001 par value   457(f)(2)   28,600,000(3) $1.30(5)  $37,180,000    0.00014760   $5,487.77 
Fees Previously Paid  -  -   -   -   -    -         - 
              Carry Forward Securities                
Carry Forward Securities  -  -   -   -        -         - 
          Total Offering Amounts       $150,822,487        $22,261.41 
          Total Fees Previously Paid                  - 
          Total Fee Offsets                  - 
          Net Fee Due                 $22,261.41 

 

(1)

All securities being registered will be issued by Logistic Properties of the Americas, a Cayman Islands exempted company (“Pubco”). In connection with the business combination described in this registration statement and the enclosed proxy statement/prospectus (the “Business Combination”) of two, a Cayman Islands exempted company (“TWOA”), a business combination agreement was entered into by and among TWOA, Pubco, LatAm Logistic Properties, S.A., a company incorporated under the laws of Panama (together with its successors, “LLP”), Logistic Properties of the Americas Subco, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and LPA Panama Group Corp., a company incorporated under the laws of Panama and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), which provides, among other things, that: (a) SPAC Merger Sub will merge with and into TWOA, with TWOA continuing as the surviving company (the “SPAC Merger”), and, in connection therewith, each issued and outstanding security of TWOA immediately prior to the effective time of the Mergers (as defined below) (the “Effective Time”) will no longer be outstanding and will automatically be canceled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco; (b) Company Merger Sub will merge with and into LLP, with LLP continuing as the surviving company (the “Company Merger,” and, together with the SPAC Merger, the “Mergers”), and, in connection therewith, the LLP shares issued and outstanding immediately prior to the Effective Time will be canceled in exchange for the right of the holders thereof to receive ordinary shares of Pubco (“Pubco Ordinary Shares”); and (c) as a result of the Mergers, TWOA and LLP will each become wholly-owned subsidiaries of Pubco.

   
(2)

Consists of the maximum number of Pubco Ordinary Shares estimated to be issued to security holders of TWOA in connection with the Business Combination. Such number of Pubco Ordinary Shares is based on the sum of (i) 5,000,013 Pubco Ordinary Shares to be issued in exchange for the remaining outstanding TWOA Class A ordinary shares, par value $0.0001 per share (the “TWOA Class A Ordinary Shares”) and 5,359,375 Pubco Ordinary Shares to be issued in exchange for the remaining outstanding TWOA Class B ordinary shares, par value $0.0001 per share.

   
(3)

Consists of 28,600,000 Pubco Ordinary Shares that will be issued to holders of LLP ordinary shares in connection with the Business Combination.

   
(4)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended (the “Securities Act”), based on the average of the high and low prices of the TWOA Class A Ordinary Shares on the New York Stock Exchange (“NYSE”) on December 4, 2023, such date being within five business days of the date that the Registration Statement was first filed with the U.S. Securities and Exchange Commission ($10.97 per share).

   
(5)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. There is no market for the ordinary shares of LLP that will be surrendered in connection with the Business Combination. Accordingly, the proposed maximum aggregate offering price is calculated to be equal to the aggregate book value of the ordinary shares of LLP pursuant to Rule 457(f)(2) of the Securities Act.

   
(6) Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

 

 

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