The limits of the TIN Universalidad are that no lessee will participate in more than 30% of the income and that the concentration per economic sector will be maximum 50% or the assets’ value. In cities with more than 1 million population 50% of assets may be concentrated (except for Bogotá where there is no limit); if the city has more than 500 thousand inhabitants, the limit is 30% of the assets; in cities with more than 300 thousand inhabitants, the limit is 20% of the assets; and in other cities, the maximum is 15% of the assets. The Minimum investment in real estate will be above COP10 billion but only in the case the real property is included in the real estate packages, it may be less than COP10 billion. The vehicle is given 5 years for compliance with the limits since the issue date (October 25, 2018).
TIN Corporate Governance is made up by the Bondholders Meeting, the Board of Directors of Titularizadora Colombiana, the Advisory Committee, Titularizadora Colombiana as Master Servicer, the Bondholders’ Legal Representative, and the External Auditor.
The Bondholders’ Meeting: approves the fiscal year closings, approves changes to the issue prospect and rules, in the terms stated in those documents.
The Board of Directors approves the Issue and Tranches Schedule, approves the changes to the Investment Policy, approves the borrowing and lending operations of the Issue Schedule and approves the Real Estate Businesses.
The Advisory Committee approves the investment strategy, the directives of real estate management, and formulates recommendations about real estate transactions to the Board of Directors.
The Bondholders’ Legal Representative watches the exercise of the rights and defense of the interests of the Bondholders; may participate in the Advisory Committee with voice-right and no voting-right; calls the Bondholders’ Meeting and prepares the half-year report of the development of the real estate investment vehicle.
TIN securities build in the pre-emptive right, the right to receive the security’s yields (returns + mark-up in price) and the right to participate in the Bondholders’ Meeting with voice-right and voting-right.
The preferential right to underwrite minimum 90% of the TIN securities in the new Tranches aimed at not losing share in the vehicle. In those Tranches that contemplate payment in kind will be 100% of the remaining Securities after payment in kind.
The TIN operations allowed are: Sale & Lease Back (purchase an asset and lease it to the seller), Sale with Tenant (purchase an asset including the existing lessees), Build to Suit (build under an existing lease contract an asset tailored to the lessee’s needs, without assuming the construction risk at any time), new developments (under alliances with builders, buy real properties in construction with a lease contract at the sale, without assuming the construction risk at any time), and other operations on stabilized assets.
TIN Universalidad may take on debts for the purchase of real estate assets; for maintenance and repair, and Capex; for refurbishing works and for temporary liquidity requirements for operational expenses.