Application of International Best Practices: ILPA
Ainda has the operational structure to manage, control and support investment performance.
- Portfolio management
- Monitoring asset performance
- Risk evaluation
Regulation and Transparency
- Corporate Governance
- Reports (valuation and justification of investment goals)
- Periodic performance evaluation
Investment creation, monitoring and analysis
- Market analysis
- Return evaluation
- Contract covenants
- Promotion (channels)
- Exit strategy
Asset support and operations
- Accounting and reports
- Cash handling
- Executing sales and purchases
- Monitoring operations of the trust
- Auditing the accounting books
- Independent asset valuation
- Creating, co-investing, and operating projects
- Bursary, accounting, capital calls
Structure’s Competitive Advantages
- Investments in greenfield or brownfield projects that can increase long term profitability.
- Project finance oriented strategy.
- Negotiation, development and signature of international strategic alliances to develop projects through strategic control and competitive advantage in the risk / return ratio.
- Brownfields: Have a Strategic Partner, operator or other investor, while a joint participation of at least 20% during the first 2 years and then 10%.
- Greenfields: Holders meeting must approve acquiring control over a project investment.
- Additional subscription option of subsequent series for projects representing more than 20% of the maximum amount of the Series A.
- This option can be considered as a co-investment for investors in projects in which they want to increase their participation.
- Competitive Management Fee 1.5% (market average = 1.66%).
- Series B1 management fee is 0.75% and Series B2 is 0.65% over invested capital
- Fees from parallel vehicles, co-investors and portfolio companies, reduce the Management Fee.
- Ainda contemplates a differentiated return according to the type of risk that an investment is exposed to, aligning the incentives of the GP and those of the Investor. (Brownfields: 8% in USD and 10.5% in MXN; Greenfields with EPC: 9% in USD and 11.5% in MXN; and Greenfields without EPC: 10% in USD and 12.5% in MXN)
- Considering dollars in the matrix means Ainda does not benefit from a depreciation of the peso.
Fibra – E.
- Possibility to sell or convert assets into Fibra E as an exit options implies a valuable alternative.
- Approval of 90% of the holders meeting is required in order to:
- Obtain cash resources that represent at least 25% of the Divestment.
- Register certificates in the RNV.
- Receive in cash an amount equivalent to at least 50%.
- The inclusion of an investment process detailed in Ainda’s “Prospecto de Colocación”, makes compliance mandatory and auditable.
Technical Committee and access to information.
- Ainda appoints six industry leaders as Independent Members of CKD.
- Ainda limits to five the number of non-independent members, thus granting the majority to investors and independent members.
- Investment Memorandum must be delivered to the members prior to the corresponding session.
Compensation and dividends.
- The compensation and salaries policy is aligned to market standards and based on a third party study.
- In case of dividends, investors will receive a 30% through a reduction in the Management Fee, as a result of:
- Issuance of Series B
- Fees charged to Third Party Co-investors and Promoted Companies
- Fees charged to Parallel Vehicles, promotions and subsequent offers
- In case of a change of control, shareholders will receive 20% of the difference between the sell price and the book value of Ainda.
- Ainda’s Shareholders Agreement regulates, among others, shareholders rights and obligations and enables business continuity.