Four-jurisdiction framework

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Woodfine Capital Projects Inc. (WCP) is offering for sale Investment Units in Professional Centres Canada LP, the established Direct-Hold Solution, and plans to establish three further Direct-Hold Solutions in the United States, Spain, and Mexico — each constituted under the laws of its jurisdiction, each using the flow-through investment vehicle that jurisdiction's laws make available. The **Four-Jurisdiction Framework** describes this deployment architecture of the WCP [[direct-hold-solutions-structural-comparison|Direct-Hold Solutions]] platform.
Woodfine Capital Projects Inc. ("Woodfine") is offering for sale Investment Units in Professional Centres Canada LP, the established Direct-Hold Solution, and plans to establish three further Direct-Hold Solutions in the United States, Spain, and Mexico — each constituted under the laws of its jurisdiction, each using the flow-through investment vehicle that jurisdiction's laws make available. The **Four-Jurisdiction Framework** describes this deployment architecture of the Woodfine [[direct-hold-solutions-structural-comparison|Direct-Hold Solutions]] platform.

Professional Centres Canada LP is a [[regulated-reporting-entity|Regulated Reporting Entity]], subject to the securities laws and [[about-disclosure-obligations|continuous disclosure obligations]] of Canada; the planned United States, Spain, and Mexico vehicles are intended to become Regulated Reporting Entities in their respective jurisdictions once established. WCP acts as the promoter of all four vehicles. Wholly owned subsidiaries of WCP serve, or are intended to serve, as each vehicle's governing entity — a general partner in Canada and the United States, an Administrator in Spain and Mexico — and as consultants in respect of each vehicle's business operations.
Professional Centres Canada LP is a [[regulated-reporting-entity|Regulated Reporting Entity]], subject to the securities laws and [[about-disclosure-obligations|continuous disclosure obligations]] of Canada; the planned United States, Spain, and Mexico vehicles are intended to become Regulated Reporting Entities in their respective jurisdictions once established. Woodfine acts as the promoter of all four vehicles. Wholly owned subsidiaries of Woodfine serve, or are intended to serve, as each vehicle's governing entity — a general partner in Canada and the United States, an Administrator in Spain and Mexico — and as consultants in respect of each vehicle's business operations.

The Professional Centres Canada LP is a formed, existing legal entity — unlike the United States, Spain, and Mexico vehicles, which have not yet been established. Its C$250 million gross funded value target, like each of the other three jurisdictions' targets, remains a prospective figure that has not yet been achieved.

@@ -43,9 +43,9 @@ Canada's established vehicle delivers 100% flow-through taxation under its sover

The Professional Centres Canada LP is a closed-end limited partnership domiciled in British Columbia. It is the existing vehicle in the framework — the operating model that demonstrates the structure which the three planned Direct-Hold Solutions are intended to replicate in their respective jurisdictions.

As a Regulated Reporting Entity under Canadian securities laws, the Professional Centres Canada LP files continuous public disclosure on [[about-filing-systems|SEDAR+]], including audited financial statements and [[about-material-change-reporting|material change reports]]; as a venture issuer, it is not required to file an Annual Information Form. Investment Units are freely transferable in Canada after the expiry of the initial four-month statutory hold period. The General Partner admits any eligible transferee who completes the required transfer documentation and records each transfer, subject to a narrow exception where beneficial owners of 45% or more of the outstanding units are, or may be, financial institutions; a holder whose status would create adverse Canadian tax consequences for the partnership can be required to divest, and an acquisition crossing 20% of outstanding units triggers a separate mandatory-offer requirement. WCP and other unitholders have no approval role in an ordinary transfer.
As a Regulated Reporting Entity under Canadian securities laws, the Professional Centres Canada LP files continuous public disclosure on [[about-filing-systems|SEDAR+]], including audited financial statements and [[about-material-change-reporting|material change reports]]; as a venture issuer, it is not required to file an Annual Information Form. Investment Units are freely transferable in Canada after the expiry of the initial four-month statutory hold period. The General Partner admits any eligible transferee who completes the required transfer documentation and records each transfer, subject to a narrow exception where beneficial owners of 45% or more of the outstanding units are, or may be, financial institutions; a holder whose status would create adverse Canadian tax consequences for the partnership can be required to divest, and an acquisition crossing 20% of outstanding units triggers a separate mandatory-offer requirement. Woodfine and other unitholders have no approval role in an ordinary transfer.

The Canadian General Partner is Woodfine Professional Centres Inc., a subsidiary of WCP. The LP is not listed for trading on the Toronto Stock Exchange or any other Canadian exchange. Units trade over the counter in brokerage-facilitated private transactions.
The Canadian General Partner is Woodfine Professional Centres Inc., a subsidiary of Woodfine. The LP is not listed for trading on the Toronto Stock Exchange or any other Canadian exchange. Units trade over the counter in brokerage-facilitated private transactions.

## United States — Professional Centres United States LP

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The Spain vehicle carries a mandatory listing requirement that does not apply in Canada, the United States, or Mexico: to maintain SOCIMI tax-exempt status, the vehicle must be listed on a regulated market, such as BME Growth or the main Bolsa de Madrid. This means the Spain SOCIMI is Cotizada — listed and subject to electronic matching on the exchange — in a way that the other three vehicles are not required to be. The Spain vehicle's Investment Units are nevertheless intended to be Freely Transferable, consistent with the framework, through the Iberclear central depositary. Continuous disclosure is intended to be filed with Spain's securities-market regulator, the Comisión Nacional del Mercado de Valores (CNMV), through its Sede Electrónica filing system.

The target gross funded value is €250 million. The Spanish Administrator is planned to be a wholly owned subsidiary of WCP constituted under Spanish law.
The target gross funded value is €250 million. The Spanish Administrator is planned to be a wholly owned subsidiary of Woodfine constituted under Spanish law.

## Mexico — Professional Centres Mexico FIBRA

@@ -69,7 +69,7 @@ The Professional Centres Mexico FIBRA is planned to be formed in the State of Me

The Mexico FIBRA is a Private FIBRA: its CBFIs are unlisted and trade over the counter at a reference value, deposited at Indeval, Mexico's central securities depositary. The reference-value pricing method is authorized for unlisted FIBRAs under Article 188 of the LISR and Resolución Miscelánea Fiscal Rule 3.21.3.2, in place of a public market price. Continuous disclosure is filed with the Comisión Nacional Bancaria y de Valores (CNBV) through the STIV-2 platform. The Mexico vehicle is subject to CNBV registration requirements as an unlisted Emisora. CBFIs are separately registered in Mexico's Registro Nacional de Valores (RNV), which the CNBV administers, notwithstanding the Private FIBRA variant's unlisted trading status.

The target gross funded value is MN$5,000 million pesos. The Administrator is planned to be a wholly owned subsidiary of WCP constituted under Mexican law. The vehicle's Exchange-Traded First Secured Mortgage Debentures are intended to trade on the Bolsa Mexicana de Valores (BMV) or the Bolsa Institucional de Valores (BIVA), Mexico's two authorized securities exchanges, distinct from the CBFIs, which remain unlisted.
The target gross funded value is MN$5,000 million pesos. The Administrator is planned to be a wholly owned subsidiary of Woodfine constituted under Mexican law. The vehicle's Exchange-Traded First Secured Mortgage Debentures are intended to trade on the Bolsa Mexicana de Valores (BMV) or the Bolsa Institucional de Valores (BIVA), Mexico's two authorized securities exchanges, distinct from the CBFIs, which remain unlisted.

## Self-similar governance