F.V.I. Fondo de Valores Inmobiliarios, S.A.C.A. – Clase A

What it is

FVI invests in, promotes, and manages the rental of spaces in commercial centres and offices in Venezuela, and is also involved in the development, marketing, and operation of shopping centres, the issuances of securities, and the operation of parking lots. It was founded in 1992 and is headquartered in Caracas.

The business concept was created by founder Luis Emilio Velutini: to give liquidity to the real-estate portfolio of Venezuelan banks through a stock-exchange-listed fund whose underlying assets were office and commercial properties. In plain terms, FVI is Venezuela’s closest equivalent to a listed property trust — it builds, buys, and rents premium real estate, then lets ordinary investors share in the returns by holding its shares.

The group operates through three divisions. INVACA operates and manages high-end shopping centres in Venezuela, representing 120,000 square metres of rentable area; it has been registered on the Caracas Stock Exchange since 1950.

FVI Offices operates and manages offices and parking lots, with 5,000 square metres of available office space for rent and about 7,000 parking spaces. The company also has a strategic alliance with JW Marriott International to operate JW Marriott Santo Domingo.

Who owns it

Luis Emilio Velutini serves as Chairman of the Board of Directors of Fondo de Valores Inmobiliarios. He is also the company’s founder.

The precise ownership split between the Velutini family interest, institutional shareholders, and the public free float is not disclosed in available sources.

In 2021, FVI received authorisation from Venezuela’s securities regulator SUNAVAL to issue up to 5,388,228 new Class A and Class B shares, representing an increase in shares outstanding of up to 4%, with a target of raising around US$6 million. FVI currently holds 109,672,914 shares of INVACA, against a total of 136,986,451 FVI shares in circulation.

Who runs it

Luis Emilio Velutini is Chairman of the Board of Directors. Alejandro Petit serves as Director of Administration and Finance (Chief Financial Officer).

The legal representative who signed the September 2024 merger filing on FVI’s behalf at the BVC was Luis García Montoya; the CEO title in the Venezuelan corporate structure is not separately disclosed in available sources.

The money, in plain words

Venezuela’s severe economic dislocation — hyperinflation followed by a still-high 48% annual inflation rate in 2024, multiple currency redenominations, and U.S. sanctions — has made Venezuelan company financials exceptionally difficult to compare across years. No recent market capitalisation, revenue, or net profit data are publicly available from aggregators; audited consolidated financial statements through 30 September 2023 exist on record but their contents were not accessible through any open source during this research.

The most recent public snapshot, from FVI’s fiscal year ending 30 June 2019, gives a flavour of the business: FVI reported total revenues of roughly Bs. 46,710 million — a 46% increase over the prior year.

Net profit was roughly Bs. 22,410 million, up 107% from the prior year.

Those bolivar figures are now many redenominations old and carry no direct comparison to today’s exchange rate, but the underlying ratio — about 48 cents of net profit kept from every bolivar of revenue — suggests a structurally high-margin rental business when operating conditions allow it. FVI.A has never paid a dividend and does not plan to do so.

The market currently values all FVI.A shares at roughly VES 15.5 billion (about US$22 million at today’s rate of 698.47 VES per dollar — our calculation), a thin valuation for a portfolio of premium Caracas real estate, which reflects the heavy country-risk discount investors apply to Venezuelan assets. The Caracas Stock Exchange’s total market capitalisation reached US$3.4 billion at end-2024, up 58% from US$2.148 billion at end-2023.

What it is doing now

The defining event is a planned merger that would end FVI’s 33-year independent existence. On 2 September 2024, the boards of FVI and INVACA approved unanimously a merger-by-absorption agreement, under which INVACA as the surviving entity will absorb FVI; INVACA’s shares will continue trading on the Caracas Stock Exchange, as they have done since 1955.

As a result of the merger, all FVI Class A and Class B shares will be cancelled; FVI shareholders will receive the 109,672,914 INVACA shares currently owned by FVI in proportion to their FVI stake, at an exchange ratio of 0.80 — meaning each FVI shareholder will receive 0.80 INVACA shares for every FVI share they hold. Before the merger date, FVI’s ADR programme — which allowed international investors to hold FVI shares through the New York depositary-receipt system — will be terminated.

What to watch

• SUNAVAL approval: The merger requires regulatory sign-off from Venezuela’s securities regulator before shareholder meetings can be convened — that green light is the key near-term trigger.
• Exchange ratio risk: At 0.80 INVACA shares per FVI share, the value delivered to FVI holders depends entirely on INVACA’s share price at the merger date; any drop in INVACA before closing directly erodes the payout.
• ADR wind-down: International investors holding FVI through the New York ADR programme face a forced exit; they should watch for the termination notice and understand their conversion or sale options.
• Macro context: Venezuela’s annual inflation fell to 48% in 2024, a meaningful improvement from 189.8% in 2023 — still high enough to complicate any property-income valuation, but the trend is moving in the right direction for real-estate landlords.
• Disclosure gap: FVI’s fiscal year ends 30 September; the May 2024 shareholder meeting was still considering FY2021–22 financial statements — a filing lag that will concern any investor assessing the merged entity’s true asset quality.

This is news, not investment advice.