Resolution authorizing the merger of Logyx Almacenadora, S.A. de C.V. with Almacenaje Integral Logístico, S. de R.L. de C.V.

DOF: 13/12/2018

RESOLUTION by which the merger of Logyx Almacenadora, S.A. de C.V., Auxiliary Organization of Credit, as the merged entity that is extinguished, with Almacenaje Integral Logístico, S. de R.L. de C.V., as the merging entity, is authorized.

At the margin a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Office No. UBVA/118/2018.

LOGYX ALMACENADORA, S.A. DE C.V.,
AUXILIARY ORGANIZATION OF CREDIT.

Present

This Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings, based on the provisions of Articles 31, fraction VIII of the Organic Law of the Federal Public Administration; 8th, fraction XII and 67 of the General Law of Organizations and Auxiliary Credit Activities; 223 of the General Law of Mercantile Societies; in exercise of the powers conferred by fractions XII in relation to I, and XXIII of Article 27 of the Internal Regulations of the Ministry of Finance and Public Credit; and in attention to the following:

BACKGROUND

I.

On March 8, 1990, this Ministry of Finance and Public Credit granted authorization under Article 5 of the General Law of Organizations and Auxiliary Credit Activities to the company named "Almacenadora Probursa, S.A. de C.V.", to constitute and operate as a General Warehouse, which was published in the Official Journal of the Federation on May 29, 1990;

II.

Through office 366-I-B-2821 dated May 12, 1997, published in the Official Journal of the Federation on August 12, 1997, this Ministry of Finance and Public Credit modified the authorization cited in the previous paragraph, to record the change of name from "Almacenadora Probursa, S.A. de C.V." to "Logyx Almacenadora, S.A. de C.V., Auxiliary Organization of Credit" (hereinafter identified as "Logyx" or the Warehouse);

III.

On September 30, 2016, "Logyx" submitted a document to this Unit of Banking, Securities and Savings (hereinafter identified as the "UBVA"), titled "formal notice of closure of operations", in which it explained the various acts and actions carried out to that date, aimed at the total closure of its warehouses, the termination of its deposit contracts, the cancellation of most of the deposit certificates in circulation, the termination of its labor relationships with employees, and its intention to obtain the "revocation" of the authorization to operate as a general warehouse;

IV.

Through documents received by this UBVA on October 31 and November 22, 2017, the legal representative of "Logyx" requested authorization from this Ministry to carry out the merger of the Warehouse as the merged entity that is extinguished, with the company named "Almacenaje Integral Logístico, S. de R.L. de C.V." (hereinafter identified as "AIL"), as the merging entity that survives, under the following proposal:

a)

"AIL" is a subsidiary company of the economic-corporate group of which "Logyx" is a member.

b)

"AIL" owns all but one of the shares representing the social capital of "Logyx" and by virtue of the merger would acquire by universal title the rights and obligations other than those inherent to the operations that are exclusive to a general warehouse as of the date of the merger.

c)

The merger of "Logyx" is driven by the interest of that organization, as well as the economic-corporate group to which it belongs, to cease operating as an auxiliary organization of credit and to carry out the operations that are exclusive to a general warehouse in terms of the General Law of Organizations and Auxiliary Credit Activities and other applicable legislation and regulation for that type of financial entities; with the consequent extinction of the authorization granted for such purposes by the Federal Government.

d)

To achieve its merger, "Logyx" stated that it had concluded labor relationships with its employees, did not have any active storage operations or merchandise certification, and had resolved and concluded judicial and administrative contingencies related to the activities and operations of a general warehouse.

e)

Likewise, to support its request, it presented the draft merger agreements of "Logyx" and "AIL", the Merger Agreement, the financial position statements of both companies as of October 31 and December 31, 2017, respectively; as well as the other information related to the progress in concluding storage operations and merchandise certification.

f)

As a result of the merger agreements, "AIL" will acquire all of the assets and assume all of the liabilities of "Logyx", without any reservation or limitation, agreeing that "AIL" will assume and pay each and every one of the debts owed by "Logyx".

V.

Following the request made by "Logyx", through offices UBVA/DGABV/814/2017 and UBVA/DGABV/DRIFNB/035/2017, dated November 7 and 24, 2017, respectively, based on the provisions of Article 67 of the General Law of Organizations and Auxiliary Credit Activities, the UBVA through its attached administrative areas requested the opinion of the National Banking and Securities Commission;

VI.

Through office UBVA/DGABV/815/2017 dated November 7, 2017, the Deputy General Director of Banking and Securities, in exercise of the power conferred by Article 28, fraction XXII of the Internal Regulations of this Ministry, requested the financial opinion of the Deputy General Director of Financial Analysis and International Linkage, both attached to this UBVA;

VII.

Through a document received by this UBVA on April 3, 2018, the legal representative of "Logyx" presented updated drafts of the merger agreements to be adopted by the general assemblies of shareholders of the merging and merged companies, as well as the Merger Agreement to be celebrated between these legal entities, which were subject to the suspensive condition that the Ministry of Finance and Public Credit grant authorization for the merger under Article 67 of the General Law of Organizations and Auxiliary Credit Activities;

VIII.

Through office UBVA/DGABV/205/2018 dated April 10, 2018, the Deputy General Director of Banking and Securities, in exercise of the power conferred by Article 28, fraction XXX of the Internal Regulations of this Ministry, requested the Warehouse to present the following instruments:

a)

Original and two simple copies of the First Testimony of the public instrument recording the notarization of the Minutes of the Extraordinary General Meeting of Shareholders of "Logyx Almacenadora, S.A. de C.V., Auxiliary Organization of Credit", in which the merger as the merged entity that is extinguished with "Almacenaje Integral Logístico, S. de R.L. de C.V." as the merging entity is agreed, under the terms of the project presented to this Ministry on April 3, 2018;

b)

Original and two simple copies of the First Testimony of the public instrument recording the notarization of the Minutes of the Extraordinary General Meeting of Shareholders of "Almacenaje Integral Logístico, S. de R.L. de C.V." as the merging entity with "Logyx Almacenadora, S.A. de C.V., Auxiliary Organization of Credit", under the terms of the project presented to this Ministry on April 3, 2018;

c)

Original of the First Testimony and two simple copies, of the public instrument recording the formalization before a public notary of the Merger Agreement to be celebrated between "Logyx Almacenadora, S.A. de C.V., Auxiliary Organization of Credit" with "Almacenaje Integral Logístico, S. de R.L. de C.V.", under the terms of the project presented to this Ministry on April 3, 2018; and

CONSIDERING

1.

That this Ministry of Finance and Public Credit is competent to resolve requests for authorization for the merger of auxiliary organizations of credit, proposed under Article 67 of the General Law of Organizations and Auxiliary Credit Activities:

"Article 67.- For the transfer of their assets, liabilities, rights and obligations, derived from their operation, as well as for their merger or spin-off, auxiliary organizations of credit will require the prior authorization of the Ministry of Finance and Public Credit, hearing the opinion of the National Banking and Securities Commission."

(Emphasis added)

2.

That fraction XII, in relation to fraction I, of Article 27 of the Internal Regulations of the Ministry of Finance and Public Credit grants the Head of the Unit of Banking, Securities and Savings, the power to authorize the merger of auxiliary organizations of credit;

3.

That through office No. 311-64806/2018 dated February 8, 2018, the National Banking and Securities Commission, through the General Directorates of Special Authorizations and Supervision of Groups and Financial Intermediaries F, expressed a favorable opinion for this Ministry to authorize the merger of "Logyx" under the terms of the proposal presented;

4.

That through office UBVA/DGAAF/005/2018 dated February 12, 2018, the Deputy General Director of Financial Analysis and International Linkage expressed, from an accounting-financial point of view, a favorable opinion to authorize "Logyx" what was requested, stating that, from the analysis of the financial statements of "Logyx", it is observed, among other matters, that the Warehouse does not register deposit certificates in circulation in its accounting, which represents a favorable scenario for its exit from the sector;

5.

That through Public Deed number 53,825 dated September 13, 2018, granted before the notary public Lic. José Luis Villavicencio Castañeda, Public Notary number 218 of Mexico City, the Minutes of the Partners' Meeting of "Almacenaje Integral Logístico, S. de R.L. de C.V." and the Minutes of the Ordinary and Extraordinary General Meeting of Shareholders of "Logyx Almacenadora, S.A. de C.V. Auxiliary Organization of Credit" were notarized, both held on August 27, 2018, by virtue of which the respective merger agreements of "AIL" as the surviving merging entity and "Logyx" as the merged extinguishing entity, as well as the Merger Agreement, were formalized; whose effects were subject to the suspensive condition that the Ministry of Finance and Public Credit grant the authorization provided for in Article 67 of the General Law of Organizations and Auxiliary Credit Activities;

6.

That the extinction by merger of the Warehouse, in terms of its proposal, aims for the definitive closure of its operation as an auxiliary organization of credit, the cessation or extinction of its regulatory compliance obligations as a general warehouse, its extinction as a legal entity and ultimately the extinction of the authorization it holds to operate as a financial entity;

7.

That the merger of a general warehouse, as a mechanism for the extinction of the legal entity and the authorization it holds to operate, requires for its authorization the fulfillment of conditions that allow the administrative authority granting it to determine that the rights of clients and users and, in general, of the creditors of the entity seeking to be extinguished, derived from the activities and operations inherent to the authorization granted by the Federal Government, are reasonably protected and backed; that there are no active operations and services exclusive to the entity being extinguished that could be improperly transmitted to the merging entity, as well as that the entity to be merged does not have pending obligations or contingencies to resolve that could be related to its operation as a general warehouse;

8.

That in view of what is stated in the previous paragraphs, it has been established in the file opened in this UBVA that, as of the date of this Resolution Office, "Logyx" does not have deposit certificates in circulation, does not have active deposit and warehouse habilitation contracts, declares not to have judicial and administrative contingencies from procedures instituted due to its operation as a general warehouse, and is up to date in the payment of inspection and surveillance fees to the National Banking and Securities Commission, from which it is inferred that it no longer has obligations arising from its operation as a General Warehouse;

9.

That "AIL", as the merging entity that survives, will acquire by universal title the rights and obligations of "Logyx", so that the obligations owed by the Warehouse, other than those from its operation as a General Warehouse, that are still pending as of the dates when the merger takes effect, will be assumed and fulfilled by the merging entity, as established in the Merger Agreement formalized between the parties and presented to this Ministry;

10.

That the merger, under the terms proposed and formalized by the General Assembly of Shareholders of "Logyx" and given the operating conditions of that entity, will not affect the rights of holders of deposit certificates or takers of pledge bonds, nor will it negatively impact the storage sector, because this corporate act is the result of a "Closure Plan" adopted and executed by the Warehouse with due advance notice and prior notification to its clients regarding the closure of operations;

11.

That "Logyx" has proven the publication referred to in Article 223 of the General Law of Mercantile Societies, in the electronic system established by the Ministry of Economy; and

12.

That once the documents in the authorization procedure file under consideration have been analyzed and valued, and after hearing the technical opinions issued by the National Banking and Securities Commission and the Deputy General Director of Financial Analysis and International Linkage;

It issues the following

RESOLUTION

FIRST:

The merger of "Logyx Almacenadora, S.A. de C.V., Auxiliary Organization of Credit", as the merged entity that is extinguished, with "Almacenaje Integral Logístico, S. de R.L. de C.V.", as the merging entity, is authorized, under the terms of the Merger Agreements and the Merger Agreement notarized through Public Deed number 53,825 dated September 13, 2018, granted before the notary public Lic. José Luis Villavicencio Castañeda, Public Notary number 218 of Mexico City.

SECOND:

The merger will take effect from the date on which this authorization and the public instrument recording the agreements of the respective General Assemblies of Shareholders that resolved its merger are registered in the corresponding Public Commerce Registry, under the provisions of Article 8, fraction XII of the General Law of Organizations and Auxiliary Credit Activities; returning it for such effect, and must prove to this Unit of Banking, Securities and Savings such registrations with a copy of the documentation showing the relevant data, within the 15 business days following the granting of the registration.

THIRD:

In accordance with the provisions of Article 8, fraction XII of the General Law of Organizations and Auxiliary Credit Activities, this authorization and the Merger Agreements adopted by the respective General Assemblies of Shareholders of "Logyx Almacenadora, S.A. de C.V., Auxiliary Organization of Credit" and "Almacenaje Integral Logístico, S. de R.L. de C.V." must be published in the Official Journal of the Federation, at the expense of the merging entity.

The carrying out of such publications must be notified to this Unit of Banking, Securities and Savings, attaching a copy of the documentation that proves it, within the 5 business days following the day on which such publications are verified.

FOURTH:

Once the merger takes effect in accordance with the provisions of Article 8, fraction XII of the General Law of Organizations and Auxiliary Credit Activities, the authorization granted to "Logyx Almacenadora, S.A. de C.V., Auxiliary Organization of Credit" to operate as a General Warehouse, referred to in Backgrounds I and II of this Resolution, will become void by virtue of the extinction of the legal entity to which it was granted.

FIFTH:

In terms of the provisions of the Twenty-Third and Twenty-Fourth, fractions V and IX, of the "General Provisions for the registration of financial service providers", "Logyx Almacenadora, S.A. de C.V., Auxiliary Organization of Credit" must inform through the Portal of the Registry of Financial Service Providers (SIPRES) managed by the National Commission for the Protection and Defense of Users of Financial Services ("CONDUSEF"), the merger that is authorized.

Likewise, in accordance with the second paragraph of the Twenty-Fourth of the aforementioned Provisions, "Almacenaje Integral Logístico, S. de R.L. de C.V." in its capacity as merging entity and universal successor of the rights and obligations of "Logyx Almacenadora, S.A. de C.V., Auxiliary Organization of Credit", must send to CONDUSEF a certified copy of the document recording the registration in the corresponding Public Commerce Registry, of the public instrument mentioned in the First Resolutive of this office, by virtue of the extinction of the auxiliary organization of credit as a consequence of the registry registration required by Article 8, fraction XII of the General Law of Organizations and Auxiliary Credit Activities.

This authorization is issued based on the information and documentation provided by "Logyx Almacenadora, S.A. de C.V., Auxiliary Organization of Credit" and is limited exclusively to the acts and operations that, in accordance with applicable provisions, fall within the competence of this Unit of Banking, Securities and Savings, without prejudging the carrying out of any act that the company carries out or on the appropriateness of any other aspect that requires prior authorization or approval from financial, tax, or any other authorities, in terms of current regulations.

Respectfully,

Mexico City, October 16, 2018.- The Head of the Unit, Emilio Fueyo Saldaña.- Rubric.

(R.- 476390)

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