Four-jurisdiction framework

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 platform.

Professional Centres Canada LP is a Regulated Reporting Entity, subject to the securities laws and 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.

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.

Structure overview

The established and planned Direct-Hold Solutions are structured as follows (target gross funded values for the three planned vehicles; Canada's figure is the established vehicle's target):

Canada's established vehicle delivers 100% flow-through taxation under its sovereign tax regime, Freely Transferable Investment Units, and Exchange-Traded First Secured Mortgage Debentures; the three planned vehicles are designed to deliver the same features once established. The legal form varies by jurisdiction — limited partnership in Canada and the United States, SOCIMI in Spain, FIBRA in Mexico — but the economic and governance structure is designed to be functionally equivalent across all four.

Canada — Professional Centres Canada LP

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 SEDAR+, including audited financial statements and 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.

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.

United States — Professional Centres United States LP

The Professional Centres United States LP is planned to be formed in Delaware. It is structured as a limited partnership under Delaware law and is intended to be a Registered reporting company under United States securities law, with ongoing disclosure filed on EDGAR.

The target gross funded value is US$500 million. The vehicle is designed to apply the same flow-through taxation mechanics available under the United States limited partnership framework, and to deliver Freely Transferable units to United States Accredited Investors on the same basis as the Canadian vehicle delivers to Canadian investors.

Units in the Professional Centres United States LP are intended to be Public Non-Traded: meeting all securities reporting requirements without listing on the New York Stock Exchange or any other United States exchange. The depositary is planned to be the Depository Trust Company (DTC), the standard United States central securities depositary for non-exchange-traded instruments.

Spain — Professional Centres Spain SOCIMI

The Professional Centres Spain SOCIMI is planned to be formed in Madrid as a Sociedad Anónima Cotizada de Inversión en el Mercado Inmobiliario (SOCIMI). The SOCIMI is Spain's flow-through real estate investment vehicle. Under Spanish law, SOCIMI status confers exemption from corporate income tax on qualifying rental income and capital gains, subject to mandatory listing on a regulated market.

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.

Mexico — Professional Centres Mexico FIBRA

The Professional Centres Mexico FIBRA is planned to be formed in the State of Mexico as a Fideicomiso de Infraestructura en Bienes Raíces (FIBRA). A FIBRA is a private trust structure under Mexican law that serves as the local equivalent of a real estate investment trust: a Mexican banking institution licensed to act as fiduciary holds legal title to the underlying real property in trust, for the benefit of the CBFI holders, who hold the beneficial and economic interest without direct real property title. Fiscal transparency at the trust level — pass-through taxation to CBFI holders — is established under Articles 187 and 188 of Mexico's Ley del Impuesto sobre la Renta (LISR), the federal income tax law. The FIBRA's Certificados de Participación Inmobiliaria (CBFIs) — trust participation certificates — constitute the Investment Units in the Mexico vehicle.

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.

Self-similar governance

Each of the four Direct-Hold Solutions has its own governing instrument, specific to its jurisdiction's legal form: a partnership agreement in Canada and the United States, corporate bylaws in Spain, and a trust agreement in Mexico. These instruments are self-similar in substance: the same investment discipline and the same Investment Unit mechanics, delivered through the legal form that each jurisdiction mandates.

This approach eliminates the need for the investor to develop jurisdiction-specific investment frameworks for each of Canada, the United States, Spain, and Mexico. The governance characteristics of the Professional Centres Canada LP — continuous disclosure, audited financials, freely transferable units, exchange-qualified debt — are intended to be replicated in each of the three planned vehicles, subject only to the adjustments required by local securities law.

The four-jurisdiction deployment is not planned to occur simultaneously. The Professional Centres Canada LP is the operating model. The United States, Spain, and Mexico vehicles are planned Direct-Hold Solutions, intended to be formed as the capital raise and regulatory registration processes in each jurisdiction progress.

See also

• Professional Centres Canada LP — Direct-Hold Solution Structure — the established Canada vehicle in detail
• Professional Centres Spain SOCIMI — Direct-Hold Solution Structure — the planned Spain vehicle in detail, including the SOCIMI's statutory listing requirement
• Professional Centres Mexico FIBRA — Direct-Hold Solution Structure — the planned Mexico vehicle's trust-level structure in detail
• Direct-hold solutions structural comparison — how the Direct-Hold Solutions compare with joint ventures, private equity funds, and REITs
• Global investment terminology — the cross-border vocabulary used across the four jurisdictions