Urbas To Carry Out €2.2M Capital Increase & Appoint 3 New Directors

29 May 2018 – Eje Prime

Urbas is ploughing ahead. The real estate group’s Board of Directors is going to propose a €2.19 million capital increase to its General Shareholders’ Meeting through the offsetting of loans, as well as the appointment of three new independent directors, according to a statement filed by the company with Spain’s National Securities and Exchange Commission (CNMV).

The maximum amount of the capital increase will be €2,198,705.17, and the Board will be able to execute it for a maximum period of twelve months, following its approval, on one or more dates. Given that it is a capital increase involving special compensation and not a monetary contribution, preferential subscription rights will not apply.

The company’s shareholders will also vote for the re-election of the companies Robisco Investment and Quamtium Venture as members of the Board of Directors on a proprietary basis; they currently serve as the Chairman and Vice-Chairman of the company, respectively.

In addition, Urbas will propose the appointment of three new independent directors to fill three existing vacancies. The new board members in question are Adolfo José Guerrero Hidalgo, Pablo Cobo del Moral and Ignacio Sáenz de Santamaría Vierna.

The General Shareholders’ Meeting is scheduled to be held on 29 June. The company’s annual accounts will also be submitted for approval on that date, along with the Directors’ Report, the Report on the Remuneration Policy of the Board of Directors and the re-election of  Baker Tilly Fmac as the auditors of the accounts for the years 2018, 2019 and 2020.

Original story: Eje Prime 

Translation: Carmel Drake

Altamira Appoints Vicente Aliño As Its New Director Of RE

1 June 2016 – El Mundo

Altamira Asset Management has hired Vicente Aliño (pictured above) as its new Director of Real Estate and member of the Board of Directors, as part of its commitment to strengthen its real estate business, according to a statement issued by the company.

The Group has explained that Aliño’s main challenge will be to lead the strategy, management and organisation of the entire real estate division, focusing on fulfilling the ambitious targets set by the company’s clients in the departments that make up the area.

Over the last 15 years, the new director has held different roles on Grupo Lar’s management team and he has extensive experience in the real estate sector, having served as the Group’s regional manager for Levante, leading the opening and development of the real estate business in Mexico and taking charge of the Group’s financial management.

Similarly, over the last six years, Aliño has worked as the group’s CEO in Brazil, where he defined the strategy, analysed investments and developed the business in the country.

In addition, the company explained that this appointment reinforces Altamira’s commitment to the real estate business.

Original story: El Mundo

Translation: Carmel Drake

NH’s Shareholders Will Analyse Removal Of HNA’s Directors

26 May 2016 – Expansión

Oceanwood Capital, the fund that owns a 10% stake in the NH Hotel Group, has submitted a letter to the hotel company requesting that it adds some new items to the agenda for the General Shareholders’ Meeting, to be held on 21 June. It is requesting the removal of the four directors appointed by HNA, the Chinese company that owns a 29.5% stake in NH, i.e. the group’s majority shareholder.

Oceanwood believes that there is a clear conflict of interest that prevents those directors from defending the rights of all of the shareholders, rather than just those of the investment group that they represent. At the same time, Oceanwood has proposed the appointment of four external directors, because they cannot be classified as independent given that they have not been proposed by the appointments committee.

The document, which was submitted by due legal process yesterday, the last day on which it was legally admissible, requests the removal from the Board of the current Co-Chairman of the company, Charles Mobus, as well as of Ling Zhang, Xianyi Mu and Haibo Bai. The justification for these removals lies in the conflict of interst that now exists due to the structural and permanent competition between NH and its shareholder HNA, after the latter reached an agreement with Carlson Rezidor, a hotel group that competes directly with NH in Germany, the Netherlands and Benelux – particularly in Berlin, Brussels and Amsterdam – . Oceanwood asks not only that the General Shareholders’ Meeting removes these directors, but also that HNA is prevented from exercising its right to proportional representation as a result of its shareholding, until the aforementioned conflict of interest is eliminated.

In its request for the removal of the directors, Oceanwood emphasises, amongst other things, that the Chairman advised HNA on its purchase of Carlson Rezidor and that during that process, the possibility was proposed of the Chinese group submitting a takeover bid for 100% of NH. Moreover, it indicates that the three Chinese directors rarely attend board meetings in person, and instead choose to channel their votes through Mobus.

Support

In parallel to these removals, the fund, which hopes to have the support of other institutional investors to reach the 40% threshold, proposes the appointment of four new directors: Paul Johnson, Fernando Lacadena, María Grecna and José María Cantero de Montes-Jovellar. All are reputable professionals in their respective areas of activity. Johnson has worked in the hotel sector for 30 years, where he has created a chain, Kew Green Hotels, which has more than 5,000 beds and was recently sold to HK CTS for GBP 400 million.

Lacadena currently serves as the CEO of Testa – which has now been integrated into the Socimi Merlin – and, for several years before that, was the Finance Director at Sacyr. Meanwhile, Grecna has been the CEO of Värde Partners Europe and, between 2011 and 2013, was the CEO of the company in Iberia, headquartered in Madrid.

Finally, Cantero is a marketing specialist, who used to work at Amena (Orange) and who has worked for Mutua Madrileña for the last eight years, where he has served as the Deputy CEO. Oceanwood currently has one director on NH’s Board, Alfredo Fernandez Agras, and it asks that the General Shareholders’ Meeting ratifies his appointment. It says that there is no need to re-elect him, as it wants to prevent HNA from requesting the revocation of his appointment on the day of the General Shareholders’ Meeting.

Original story: Expansión (by S. Arancibia)

Translation: Carmel Drake

Oceanwood Becomes NH Hoteles’ 2nd Largest Shareholder

29 April 2016 – Expansión

The British fund manager Oceanwood Capital Management has strengthened its shareholding in NH Hoteles to obtain a 10% stake in the hotel chain, whereby overtaking the second largest shareholder, Hesperia, which holds a 9.1% stake. Oceanwood has informed the market that it owns 10% of the share capital, split between shares (8.746%) and financial instruments (1.254%), compared with the 7.58% stake that it held before. According to the latest data from the CNMV, the group has 350 million voting rights, which are worth more than €1,510 million, at market prices.

In addition, the co-Chairman of NH Hoteles, José Antonio Castro, the Chairman of Grupo Inversor Hesperia, has reported the purchase of 130,000 indirect shares with a unitary value of €3.60, which represents a total price of €468,000. Castro acquired these shares at a 20% discount with respect to yesterday’s closing price.

Of the twelve members that currently sit on the Board of Directors of NH Hoteles, besides the CEO, who serves as an Executive Director, there are four representatives from HNA, two from Hesperia, one from Oceanwood and four independent directors. Moreover, at its next general shareholders’ meeting, NH Hoteles will propose the appointment of Taisa Markus as an Independent Director, and so the Group’s Board will once again comprise 13 members.

HNA continues growing

Meanwhile, the main shareholder of NH Hoteles, the Chinese group HNA Group, with a 29.5% stake, has agreed to buy the hotel business of Carlson Rezidor, the thirteenth largest hotel chain in the world by size, according to the Hotels ranking and the owner of brands such as Radisson, Park Inn and Park Plaza.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Bain Capital Hires Andrea Brentan As Senior Advisor

5 November 2015 – Expansión

Yesterday, Bain Capital Private Equity and Sankaty Advisors announced the appointment of the former CEO of Endesa, Andrea Brentan (pictured above), as senior advisor for Spain.

According to the management team at Bain Capital, this appointment confirms the fund’s interest in “continuing to invest” in Spain. Brentan, who is currently the non-executive President of FTI Consulting Spain, was CEO of Endesa between 2009 and 2014.

Acquisition of Atento in Spain

Bain Capital Private Equity has around $75,000 million in assets under management around the world. In Spain, Bain Capital acquired Telefónica’s customer service subsidiary, Atento, in 2012. The operation was reportedly worth more than €1,000 million.

Sankaty Advisors, the global credit subsidiary of Bain Capital, manages investments in around 100 companies and has acquired loan portfolios amounting to €2,300 million from banks in Spain and other European countries in the last three years.

Brentan was the CEO at Endesa when Enel took control of the group.

Original story: Expansión

Translation: Carmel Drake

NH Appoints 2 New Directors Despite Protests From HNA

22 June 2015 – Cinco Días

On Friday, the fund Oceanwood, which controls 7.58% of NH’s share capital, managed to take a seat on the hotel chain’s Board of Directors, despite HNA’s efforts to the contrary. HNA had tried to avoid the appointment of any new directors, by requesting the inclusion of an additional item on the agenda of the shareholders’ meeting, to limit the number of Board members to 11, even through the company’s bylaws provide for a maximum of 20.

The Chinese group HNA, which holds a 29.5% stake in the hotel chain, justified its proposal as being “in the interests of greater legal certainty”, even though the investment funds (other NH shareholders) had requested a seat on the board. HNA’s position meant that the funds’ entry depended on one of the existing seats being vacated.

Although the item (the vote regarding a reduction in the size of the Board) is still on the agenda of NH’s shareholders’ meeting, which will be held on 29 June, the management body decided to appoint two new directors on Friday, in support of their goal to strengthen “their commitment to transparency and good governance”. And so, Alfredo Fernández Agras was appointed as a proprietary director, at Oceanwood’s request, and Koro Usarranga Unsain was appointed as an independent director. These appointments must now be ratified by the shareholders.

Thus, NH has 13 members on its Board of Directors once more; the number had decreased to 11, after Intesa San Paolo’s exit from the hotel chain’s share capital. The company said yesterday that “the new governance structure strengthens the composition of the Board of Directors over the long term and achieves representation of all stakeholders in line with best corporate governance practices”. According to the company, the decision was taken by “unanimous vote of all of its Board members”.

The fund Oceanwood acquired capital in the hotel group after Santander placed 8.5% of its capital in the market. Santander had, in turn, received the stake from Grupo Inversor Hesperia as payment for some of its debt. BlackRock and Henderson then also became shareholders. These funds requested that NH’s Board strengthen the role of its independent directors to prevent the Chinese group HNA from strengthening its stake and position on the management body, without launching a takeover – it is not obliged to do so until its shareholding exceeds 30% – . HNA has four seats on NH’s board, compared with Hesperia, which has two.

Original story: Cinco Días (by L.S.)

Translation: Carmel Drake

Echegoyen Appoints Two New Executive Directors At Sareb

26 February 2015 – Expansión

Sareb’s Chairman, Jaime Echegoyen (pictured centre) has appointed two new Executive Directors, Manual Gómez (pictured left) and Óscar García (pictured right), with the aim of making the company “more cohesive and efficient and able to take full advantage of the recovery in the market”.

In a statement today, the company detailed that Manuel Gómez, who has been CFO of Sareb until now, will take on the role of Director of Global Resources. Iker Beraza will take on his previous responsibilities, along with the strategic management of the company.

Meanwhile, Óscar García, current secretary general and company secretary, will become the new Director of Corporate Development and Legal Affairs, a role that he will combine with those he has been carrying out until now.

Original story: Expansión

Translation: Carmel Drake