Securities distributed by each of the Direct-Hold Solutions are offered through one of two channels: a prospectus offering, qualified with and reviewed by the applicable securities regulator, or a prospectus exemption available under that jurisdiction's securities law. This article states, factually, which exemptions the Direct-Hold Solutions rely upon.

Canada — the accredited investor exemption

In Canada, the Professional Centres Canada LP distributes units through a prospectus offering and, in parallel, through the accredited investor exemption under section 2.3 of National Instrument 45-106 Prospectus Exemptions. The accredited investor exemption permits distribution to institutional and high-net-worth investors meeting the eligibility criteria set out in Accredited Investor Eligibility, without a prospectus filing for that specific distribution.

The offering memorandum exemption, a separate exemption available under NI 45-106 to a broader class of purchasers not required to meet the accredited investor threshold, is not an exemption the Direct-Hold Solutions currently rely upon. This distinction matters for the statutory rights that attach to a given distribution — see Statutory Rights for how the rights package differs between exemptions.

United States — planned reliance on a qualified-purchaser framework

The Professional Centres United States LP is planned to distribute units under an exemption from registration available under United States federal securities law to accredited investors, consistent with the eligibility standard applied in Canada and described for United States purchasers in Four-Jurisdiction Framework. The specific exemption relied upon, and its procedural requirements, will be confirmed as the United States vehicle's registration process with the Securities and Exchange Commission progresses. This description is forward-looking and subject to change as the vehicle is formed.

Spain — planned reliance on the qualified-investor framework

The Professional Centres Spain SOCIMI is planned to distribute units to Inversor Cualificado purchasers under the qualified-investor exemption available under Spanish securities law, in parallel with the mandatory listing on a regulated market that Spain's SOCIMI tax regime requires. Because SOCIMI status requires listing, the Spain vehicle's disclosure obligations converge toward the prospectus-equivalent standard applicable to listed issuers even where an exemption is used for the initial private placement of units. This description is forward-looking and subject to change as the vehicle is formed.

Mexico — planned reliance on the Gran Público Inversionista framework

The Professional Centres Mexico FIBRA is planned to distribute its CBFI trust participation certificates to Gran Público Inversionista purchasers under the exemption framework applicable to private, unlisted FIBRA structures under Mexican securities law, with disclosure filed through the CNBV's STIV-2 platform. This description is forward-looking and subject to change as the vehicle is formed.

Why the exemption relied upon matters to an investor

The specific exemption used to distribute a security determines the disclosure document an investor receives, the statutory rights available if that document contains a misrepresentation, and the resale restrictions that apply to the security afterward. Two purchasers who each hold units in the same Direct-Hold Solution, having subscribed under different exemptions or through different channels, may hold economically identical units while having received different disclosure and carrying different statutory protections. See Statutory Rights for that distinction in detail.

See also

• Accredited Investor Eligibility — the exemption used for the Canadian offering
• Statutory Rights — how rights differ by exemption and distribution channel
• Four-Jurisdiction Framework — the sovereign deployment architecture referenced above