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Banco Actinver, S.A., Institución de Banca Múltiple, División Fiduciaria, exclusively in its capacity as trustee under the Irrevocable Trust Agreement No. 6274,
a Mexican real estate investment trust (“Terrafina”)
Title of Security
CUSIP No.
ISIN
Principal Amount Outstanding
Tender Offer Consideration
The Tender Offer (as defined below) for the 4.962% Senior Notes due 2029 (the “Securities”) issued by Banco Actinver, S.A., Institución de
Banca Múltiple, División Fiduciaria, exclusively in its capacity as trustee under the Irrevocable Trust Agreement No. 6274 (formerly,
Irrevocable Trust Agreement F/00939), a Mexican real estate investment trust (“Terrafina,” the “Trust” or “we”) will expire at 5:00 p.m.,
New York City time, on January 12, 2026 or any other date and time to which the Trust extends the Tender Offer (such date and time, as it may
be extended with respect to the Tender Offer, the “Expiration Date”), unless earlier terminated.
NONE OF THE COMPANY, ITS MANAGER , THE MEMBERS OF ITS TECHNICAL COMMITTEE, THE DEALER MANAGERS, THE TENDER AND INFORMATION AGENT (EACH AS DEFINED BELOW) OR THE TRUSTEE WITH RESPECT TO THE SECURITIES OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY SECURITIES IN RESPONSE TO THE TENDER OFFER, AND NEITHER THE COMPANY NOR ANY SUCH OTHER PERSON HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFER, AND, IF SO, THE PRINCIPAL AMOUNT OF SECURITIES TO TENDER. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES, OR “RNV”) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR “CNBV”), AND MAY NOT BE SUBJECT TO A PUBLIC OFFERING (INCLUDING AN OFFER TO PURCHASE) IN MEXICO, EXCEPT THAT AN OFFERING MAY BE MADE TO INSTITUTIONAL OR QUALIFIED INVESTORS IN MEXICO PURSUANT TO ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES) AND REGULATIONS THEREUNDER. THIS OFFER TO PURCHASE IS EXCLUSIVELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV, AND MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO. To view copies of the Offer to Purchase documents please click on the links below Questions, requests for assistance and requests for additional copies of this Statement, the related Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent or the Dealer Manager at their address set forth below. The Information Agent and Tender Agent for the Offer is:
If a Holder has questions about the Tender Offer or the procedures for tendering Securities, the Holder should contact the Tender and Information Agent or the Dealer Managers at their respective telephone numbers. The Dealer Managers for the Offer are:
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