Tag: AGM

Realia Convenes its AGM in June to Approve its Accounts

The real estate company controlled by Carlos Slim has convened its shareholders for their annual meeting on 2 June.

The listed real estate agency Realia, controlled by the Mexican tycoon Carlos Slim, has announced that it will hold its annual shareholders’ meeting in early June. Specifically, the company has convened its shareholders on 2 June in the first call and on 3 June in the second call at the group’s headquarters in Madrid.

There, they will approval the accounts corresponding to the financial year 2019, when Realia generated a net profit of €44.9 million, compared to €40.16 million a year earlier.

Quabit Reaches Agreement With Sareb To Restructure Its Debt

30 June 2015 – El Mundo

After several months of negotiations, Quabit Inmobiliaria and Sareb have reached an agreement to restructure the debt that the RE company owes the ‘bad bank’ – it represents 72% of the Quabit’s total financial debt and was due to mature in 2016.

The agreement has been ratified by the Boards of Directors of both companies, and is pending legal implementation, which is expected to take place in July.

Under the terms of this new agreement, Quabit commits to make an advanced payment of €35.6 million before the end of the year, which will allow it to free up assets with short term development potential, where there are plans to build around 1,000 homes. In parallel, a new calendar of maturities has been established, which extends until 2022.

Similarly, regarding the debt associated with the stock of finished products (53 homes), both entities have agreed to set new minimum sales prices, which will allow them to speed up the sale of the residential “stock” and repay the corresponding debt.

The signing of this agreement will provide Quabit Inmobiliaria with the possibility of realising the capital increase that it plans to propose at its General Shareholders’ Meeting today (30 June 2015), amounting to approximately €70 million.

With respect to the rest of the group’s debt, the payment of the majority (representing 24% of the total) is limited to the specific assets that guarantee it. For the remaining 4%, the entity will have to agree similar conditions to those just reached with Sareb.

“The signing of this agreement will allow us to handle the long-term future in an optimistic way. Also, it places us in a strong position to become a leading, active agent in the sector once more. In recent years, we have been working on stabilising our financial structure and now we have the opportunity to develop new investments and projects”, said Félix Abánades, Chairman of Quabit Inmobiliaria.

On the other hand, he added that “both entities are satisfied with the joint work performed and the agreement reached. Quabit has laid the foundations to secure its future, to actively manage and develop its own assets and to meet its debt payments.

Original story: El Mundo

Translation: Carmel Drake

Reyal Urbis’ Shareholders To Approve Asset For Debt Swap

30 June 2015 – Expansión

Reyal Urbis, the real estate company chaired by Rafael Santamaría (pictured above) will today ask its general shareholders’ meeting to authorise the exchange of real estate assets for debt, as proposed in the agreement that it presented to exit its creditor bankruptcy process.

Original story: Expansión

Translation: Carmel Drake

San José Will Surrender 35% Of Its Capital If It Fails To Repay Loan

25 June 2015 – Bolsa Manía

San José will surrender shares representing up to 35% of its total capital to a group of six banks to repay a €100 million loan, in the event that it fails to repay said loan before its maturity date in October 2019.

The entities that have signed this loan agreement are: Banco Popular, Barclays Bank, Bank of America Merrill Lynch, Deutsche Bank, Sareb and KutxaBank.

To this end, San José’s shareholders’ meeting has approved the issue of “warrants” in favour of these entities. These warrants are securities that include the option to subscribe to shares in the company to offset any debt.

The loan linked to these warrants is one of the tranches that San José restructured after it reached a refinancing agreement at the beginning of the year. This agreement already required the surrender of its entire real estate division to the banks to repay the majority of its liabilities (€1,329 million).

The rest of the debt (€297 million) was divided into three tranches, one of which provides for the repayment of the liability in the event of non-payment of the loan on the maturity date, in four years time.

San José subjected its refinancing agreement to a judicial homologation process, in order to extend the agreement, reached with the majority, to all of its creditor entities.

Thus, Sareb and KutxaBank are included in the agreement and will have “warrants” even through they rejected the restructuring agreement, according to the shareholder documentation provided by the construction, services and renewable energy group.

New growth phase

In its presentation to shareholders, San José said that this refinancing agreement adapts the maturity dates to the cash flow streams and provides the company and its subsidiaries with sufficient financing lines to properly perform their activity and embark on the new growth phase.

The company highlighted the increase in its international business, which now accounts for more than half (59%) of total revenues, and the prevalence of its non-residential construction works, which dominate 87% of the business.

The shareholders of the company led by Jacinto Rey also agreed to appoint José Manuel Otero Novas as an external director of the company.

Original story: Bolsa Manía

Translation: Carmel Drake

HNA Seeks To Strengthen Its Position On NH’s Board

15 June 2015 – Expansión

The Chinese giant, which holds a 29.5% stake in the NH Group and has four directors on the Board, will ask the other shareholders to fix the number of board members at 11, in order to limit the advances of foreign funds.

HNA, the primary shareholder of the NH Group, with a 29.5% stake, will ask the hotel group to fix the number of members on the Board of Directors at 11, at the AGM on 29 June. HNA justifies the proposal, which has been included as an additional item on the meeting agenda, as being “in the interest of greater legal certainty”.

With this proposal, HNA is flexing its corporate muscles and seeking to close the door on NH’s foreign fund investors, by making the incorporation of new directors conditional on existing positions becoming vacant.

Currently, NH’s Board of Directors comprises 11 people, even though the company’s bylaws provide for a minimum of five members and a maximum of 20…The Chinese group already holds four seats on the Board and the Hesperia investor group has two. There are three independent directors and the Chairman (Rodrigo Echenique) and CEO (Federico González) also hold a seat each (…).

In order to stand up to NHA, three overseas fund managers (Oceanwood Capital, BlackRock and Henderson) purchased most of Banco Santander’s shares, which were sold on 21 May. Soon afterwards, Oceanwood, which holds a 7.7% stake, formally requested to join NH’s board (…).

The fear of the funds (minority shareholders) is that, if there is no increase in the number of independent directors, then HNA will strengthen its control over NH without having to launch a takeover bid (OPA) for the shares (…).

On the other side of the table is HNA, an Asian giant, which has demonstrated its desire to take control of the Spanish chain, since it first acquired a stake in the group in 2013. It seeks to continue as a major shareholder, but without acquiring 100% of its shares (…).

In parallel, HNA has opened the door to the Asian market to its investment company. Both companies created a joint venture with a Chinese majority, which will allow NH to debut in the country. In 2015, the Spanish chain will manage six hotels (in China) and the aim is to exceed 30 properties under management over the medium term.

Meanwhile, NH is continuing to improve its results. Between January and March, it generated revenues of €272.3 million and reduced its net losses by 24.7% to €29.1 million. On Friday, NH’s share price was down by 1.63% to €5.11.

Original story: Expansión (by Yovanna Blanco)

Translation: Carmel Drake

Acciona’s Future – Positive Outlook But What Next?

12 June 2015 – Expansión

Acciona’s Chairman, José Manuel Entrecanales, says that the Group’s restructuring has been completed and that the company is now looking to re-launch itself.

The construction and services group Acciona, which held its annual general shareholders’ meeting yesterday, expects to take a decision regarding the future of its energy and real estate activities before the end of the year. It is exploring the option of listing some or all of its business on the stock market in 2016, according to José Manuel Entrecanales, who spoke at the end of yesterday’s meeting. His comments come just a few weeks after Acciona announced that it is considering adopting the Socimi format for its real estate division. Socimis have operating assets that generate yields, and whereby often promise high dividends.

New partners

As an alternative to the real estate listing, or in parallel to it, Entrecanales is also considering ushering in a new shareholder. The Group has already gone down that route for its renewable assets outside of Spain, for which it has signed a partnership with KKR.

Regarding renewables, Entrecanales confirmed that the group is now analysing several alternatives to the ones it was initially considering. The option of publicly listing its overseas renewable assets on the US stock exchange, once KKR acquired 33% of those assets, has been parked for the time being. Now, it is analysing the possibility of listing all of its assets, including the Spanish ones, and even doing so on the Spanish stock market.

Entrecanales said that the options for going public in the USA or Europe are well matched at the moment. He also indicated that the new proposal has been made in conjunction with KKR.

Entrecanales said to the shareholders that “both the real estate and energy activities may be susceptible to independent access to the equity markets”, although he said that the process is being subjected to internal review.

Transmediterránea and Bestinver

As for the future of the Transmediterránea subsidiary, the Chairman of Acciona said that the outlook is now “optimistic” after the restructuring that has been undertaken and that, as a result, the group has decided to “defer any corporate transactions involving sales, mergers or the entry of new shareholders, at least until the results clearly reflect the true value of the company”

Regarding the other subsidiary, Bestinver, which suffered from the “sudden” exit of its management team last year, Entrecanales said that it has overcome its “troubles” and that the company now has the management team it needs to “face a bright future”.

As such, Entrecanales envisages a new phase of growth and expansion for the group, after going through what he refers to as a “hard stage” over the last two years, during which time the group “has faced one of the toughest challenges in its history”.

Entrecanales downplayed the latest incident that took place this week, when the company was excluded from the Ibex 35 due to its low trading volumes. “It is not a big deal” said Entrecanales. He has no plans to adopt any special measures to try to return the company to the Ibex, such as for example, undertaking a share split to give more liquidity to the securities.

Original story: Expansión (by Miguel Angel Patiño)

Translation: Carmel Drake

Sacyr Sells Its Subsidiary Testa To Merlin For €1,793M

9 June 2015 – Expansión

Strategy / The construction company cleans up its balance sheet with this transaction and improves its financial position, with a view to growing its international construction and concessions businesses.

Yesterday, Sacyr agreed the sale of its property subsidiary, Testa, to the Socimi Merlin Properties for €1,793 million. The group chaired by Manuel Manrique (pictured above right), which has been advised by the bank Lazard, has opted for Merlin’s proposal after rejecting the bids made by other investors such as the US fund Blackstone and the real estate company Colonial.

The agreement forms part of an “accordion operation”, in which Testa will simultaneously make a contribution to its shareholders of €1,196 million, through an ordinary dividend of €527 million and a reduction in share capital of €669 million. Through this transaction, Sacyr and Testa will normalise their balance sheets.

The sale comes just two days before Sacyr’s AGM, to be held on Thursday, where the Chairman of the group, Manuel Manrique, will reveal the foundations of the new industrial plan based on international construction and the development of concessions.

The largest Socimi

Merlin is the largest Socimi (listed real estate asset investment company) on the Spanish stock exchange, with a market capitalisation of €2,208 million and a portfolio of assets worth €2,594 million. The company debuted on the stock exchange on 30 June last year with €1,250 million of share capital from investors such as UBS, Marketfield and Gruss Capital.

Merlin, the real estate company controlled and chaired by Ismael Clemente (pictured above left), wanted to expand its assets with the purchase of a significant stake in a company in the RE sector and set its sights on Testa a while ago. Sacyr’s subsidiary closed yesterday with a market capitalisation of €2,906 million.

Sacyr holds a 99.93% stake in Testa; the remaining shares are listed on the stock exchange. The company has been looking for a partner for several months, to inject capital into its subsidiary. The search for an ally led Sacyr to consider an IPO of Testa’s shares aimed at institutional investors in order to strengthen its subsidiary’s balance sheet. The initial objective was to place 30% of the shares, but the construction company increased the option to 100%, once it had assessed the appetite of investors.

Merlin has more than enough financial muscle to handle this operation. In April, the company announced a capital increase amounting to €613.7 million. The real estate company, which earned €19.2 million during the first three months of 2015, has already invested the €1,250 million it secured from its debut on the stock exchange.

Testa owns real estate assets valued at €3,180 million, according to the most recent appraisal completed on 31 December 2014. Its properties include the Torre Sacyr, in the Cuatro Torres Business Area in Madrid, and Diagonal, 605 in Barcelona. It also owns two office buildings on Paseo de la Castellana, at numbers 193 and 83, where the construction group has its headquarters. Furthermore, it is the owner of several shopping centres in Malaga and on the Balearic Islands, and also owns residential blocks for rent. In 2014, Testa recorded turnover of €187.9 million.

(…)

Original story: Expansión (by R. Ruiz and C. Morán)

Translation: Carmel Drake

Sabadell Places €750M 5-Yr Debt Issue At 0.475%

1 June 2015 – Expansión

€750 million debt issue / The bank has placed an issue of 5-year mortgage bonds with a record low yield of 0.475%.

For many financial institutions, the excess liquidity in the market is offsetting the recent increase in volatility that has resulted from the lack of agreement between Brussels and Greece. As a result, debt issues are proving successful.

Friday’s operation by Sabadell is a good example. Just 24 hours after the bank held its AGM, it went to the market in search of financing through the issue of 5-year mortgage bonds, arranged by Barclays, Deutsche Bank, HSBC and Lloyds. It paid a yield of 0.475%, which represents the lowest ever interest rate on a bond issue. Moreover, spreads, or differentials, are returning to pre-crisis levels, given that this yield sits just 12 basis points above the mid-swap rate (the reference rate for fixed rate issues).

“The primary international investors have all taken part in this operation and the participation rate in Germany has been particularly noteworthy. The main investors participating in the issue have been financial institutions, central banks, investment fund managers, insurance companies and pension funds”, said the entity in a statement on Friday.

Balance sheet

Sabadell has been particularly active in the market for this type of issue. Since November last year, it has completed four such transactions, raising €3,100 million in total. “The solvency of Banco Sabadell and its reputation on the international financial markets have undoubtedly been the factors that have contributed to the success of this placement”, it added. The bank wants to take advantage of the decreasing financing costs caused by the recent stimulus measures put in place by the European Central Bank (ECB). “The release of this issue will take place on 10 June and its launch forms part of Banco Sabadell’s non-equity security program, filed with the CNMV”, explain sources at the bank.

In September last year, the financial institution launched a covered bond (the term used for bonds in Europe) purchase program. In total, it has acquired €82,805 million. Moreover, it put in place a securitisation purchase program at the end of last year, and as a result it will close the first transaction involving Spanish mortgages since 2007, with UCI, which is owned by Santander and BNP Paribas. And in March this year, it started to purchase government debt, which has significantly reduced its financing costs.

Improved credit

As a result, credit is being revived once more, which is the main objective of the ECB. In this regard, Josep Oliu, Chairman of Sabadell (pictured above), said at the entity’s AGM last Thursday, that the strong level of competition in the financial markets to secure credit in the context of excess liquidity, represents a threat to the recovery of the banks’ financial results.

Original story: Expansión (by D. Badía)

Translation: Carmel Drake