Tag: approval

Merlin & Santander Plan To List Testa Residencial In 2017

12 September 2016 – Expansión

Mega-operation / On Thursday, the General Shareholders’ Meetings of Metrovacesa and Merlin will approve the merger from which the largest real estate company and rental home Socimi will emerge, which will debut on the stock market next year.

Merlin Properties and Santander plan to list Testa Residential on the stock market next year. The rental home Socimi will result from the merger between the real estate company and Metrovacesa, according to comments made by official company sources to Europa Press. The new Socimi will result from a mega merger operation between Merlin and Metrovacesa, the real estate company in which Santander, BBVA and Popular all own stakes.

The largest real estate company in Spain will emerge from this integration. The firm will also be one of the largest RE companies in Europe, with a portfolio of office buildings, shopping centres and logistics assets worth around €9,300 million. The new Merlin will have Santander as its majority shareholder, with a 21.9% stake, and will list on the Ibex.

New company

The operation will also give rise to a second company, Testa Residential, as a result of a decision by Merlin and Metrovacesa’s creditor banks to separate their respective batches of rental homes into an independent company.

Merlin and Metrovacesa are already finalising the integration process, which will give rise to the two companies and which will be completed at the end of October. On Thursday 15 September, the companies will hold their respective extraordinary general shareholders’ meetings, where the merger operation will be approved.

Subsequently, both companies will participate in an asset-share exchange, through which the integration will materialise. By virtue of the operation, Santander and the other banks that currently control Metrovacesa will transfer the real estate company’s office buildings and shopping centres, worth €1,672 million, to Merlin, in exchange for shares in the Socimi. In parallel, the two companies will transfer their rental homes to the new company Testa Residencial, which will have a portfolio of rental homes worth around €980 million.

Testa Residential’s debut on the stock exchange forms part of the growth strategy to be implemented by the new Socimi, which is now the largest rental home company in the country. The real estate company will receive approval for an initial portfolio containing 4,700 rental homes, mostly located in the province of Madrid (63%). The other properties are located in Mallorca, San Sebastián, Pamplona and other cities.

One of the new growth pillars of Testa Residencial will be the provision of new batches of homes by Santander and the other two shareholder banks of Metrovacesa, BBVA and Popular, through non-monetary capital increases.

Shareholders

The entity chaired by Ana Botín will be the majority shareholder of the new firm Testa Residencial, with a 46.21% stake, ahead of Merlin, which will own 34.2% of the share capital, BBVA (13%) and Banco Popular (6%). Merlin Properties plans to hold onto its stake in the rental home company over the long term, despite the dilution of its initial percentage stake, as the banks contribute new assets.

Original story: Expansión

Translation: Carmel Drake

CNMC Approves Merger Between Merlin & Metrovacesa

30 August 2016 – Expansión

Authorisation from the CNMC / The merger will result in the creation of the largest real estate company in Spain, with assets worth almost €10,300 million. The group will compete with the large European Socimis.

On Friday, Spain’s National Commission for Markets and Competition (CNMC) approved the merger between the Socimi Merlin Properties (owner of Torre PwC in Madrid, pictured above, amongst other assets) and Metrovacesa, the real estate company controlled by Banco Santander, in an operation announced on 21 June. With the green light from the supervisory body, the door has been opened for the creation of a giant that will become the largest real estate company in Spain and one of the largest in Europe. The group will own assets worth €10,297 million in total.

The CNMC approved the deal on the basis that the barriers to entry into the tertiary real estate business (shopping centres, offices, logistics warehouses, retail premises and hotels) are not instrumental. And on the basis that this business, which comprises domestic and international companies, is quite fragmented in Spain, according to the body.

The analysis performed by the Commission focused on the relationship of control between Merlin, Testa – the real estate company that the Socimi purchased from Sacyr and in which it owns a 99.93% stake, and for which it plans to complete the integration of the remaining 0.07% within the next few months – and Testa Residencial, which is fully owned by Testa and therefore controlled indirectly by Merlin.

Three carve-outs

The operation will involve the carve-out of Metrovacesa into three lines of business, as revealed by Expansión on 22 June. One real estate line, one residential line and one line for assets under development and land.

The new Merlin will group together all of the real estate business and will acquire Metrovacesa’s tertiary assets, worth €1,672 million. To execute the operation, the Socimi will increase its share capital by 146.7 million shares, at a price of €11.40 per share.

The residential arm of Metrovacesa will carve out its assets from its rental housing business and move them into the newly created company Testa Residencial. The gross value of that company’s assets will amount to €980 million and it will also take over debt amounting to €250 million not transferred to Merlin as part of the tertiary business.

In terms of the third line of business, a newly created public company will take ownership of Metrovacesa’s remaining assets, in other words, the set of land and work in progress in the tertiary sector whose characteristics “do not fit with the profile defined by Merlin for its investments”. The total value of the assets of this third company will amount to €326.49 million.

The Boards of Directors of both companies will meet on 15 September to give their final approval of the operation.

In terms of the shareholder structure of the new Merlin and Testa Residencial companies, Banco Santander will be the largest individual shareholder of both, with stakes of 21.95% and 46.21%, respectively. Merlin will be left with a 68.76% stake in the tertiary business and Metrovacesa will have a 31.24% stake.

In the case of Testa Residencial, Metrovacesa’s shareholders will acquire 65.76% of the share capital.

Original story: Expansión (by María Sánchez)

Translation: Carmel Drake

Merlin & Metrovacesa Will Approve Their Merger On 15 Sept

12 August 2016 – Expansión

Metrovacesa and Merlin have both convened General Shareholders’ Meetings on 15 September 2016, in order to approve their merger. Before the operation, the companies will distribute a combined dividend amounting to €116 million in total. Specifically, Merlin will distribute a maximum of €66 million to its shareholders, whilst Metrovacesa will pay out €50 million.

The main shareholder of Metrovacesa is Banco Santander, with a 70% stake, followed by BBVA, with 20% and Banco Popular, with almost 10%.

The agreement between Merlin and Metrovacesa includes a penalty of €75 million, plus the reimbursement of costs incurred, in the event that their respective General Shareholders’ Meetings do not approve the operation.

In addition to approval from the shareholders, the merger requires the green light from the Competition authorities. The companies notified the CNMC about the deal at the end of July and, according to the agreed timetable, the transaction will be completed in the fourth quarter.

The merger will give rise to a new real estate giant in the tertiary sector – offices, shopping centres, logistics warehouses and hotels – with a gross asset value (GAV) of €9,300 million and annual gross rental income of €450 million.

In addition, the operation will involve the grouping together of rental homes from Metrovacesa and Testa – owned by Merlin. The combination of the residential businesses of both groups will include more than 4,700 homes, with a GAV of €979 million. Testa Residencial will take on bank debt amounting to €250 million.

It is expected that Merlin will render advisory, planning and strategic management services to Testa Residential for a period of 30 years from the operation close, for a cost of €7.7 million p.a., which may be increased by 1.5% p.a. and which may be paid for through the capitalisation of shares.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

The Salazar Family Sells Hotel Velázquez For €63M

26 July 2016 – El Confidencial

Beset by debt, the Salazar family, the former owner of SOS-Cuétara, has spent the last three years trying to get rid of its vast hotel and real estate empire, an emporium whose last great jewel was the Gran Hotel Velázquez in Madrid, a property for which it has just received an irresistible offer.

Corporacion Hispano Hotelera, the company owned by the Salazar-Bello family, has reached an agreement with the Didra Group, famous for having constructed the luxurious residential areas of Montepríncipe and El Encinar, to sell the property for €63 million, according to several sources close to the deal.

The Ardid Villoslada family, which is behind Didra, has been linked to the property development business for decades and was made famous due to the marriage of one of its members, Rafael, to Mariola Martínez Borduí, the granddaughter of the dictator Francisco Franco. One of their sons, Jaime Ardid Martínez Bordiú has closed this agreement, with a view to opening a luxury 5-star hotel.

On 23 August 2016, Corporación Hispano Hotelera will present this sale for approval by the General Shareholders’ Meeting, with the aim of wrapping up the final sale in January, once the Salazar family has also received the blessing from its creditor banks, led by Banco Popular.

With its privileged location, in the heart of the neighbourhood of Salamanca, just a stone’s throw from the Retiro Park and the capital’s golden mile, the Gran Hotel Velázquez is a sought-after establishment. Nevertheless, it needs to be completely refurbished, according to experts in the sector.

In fact, Didra is expected to invest between €15 million and €20 million refurbishing the property. It plans to retain the image of a more bourgeois Madrid that characterises it, and always under the maxim of reserving the right to manage it, meaning that the Ardid family’s plans do not include opening a large hotel chain.

Didra maintains a close relationship with brands such as AC and NH, with which it operates some of the properties in its hotel group Nevertheless, the plans that the Ardid family have in mind for the Gran Hotel Velázquez more closely resemble the concept of the Hotel Palacio de Villapanés in Sevilla, a 5-star property located in the neighbourhood of Santa Cruz, in a former seventeenth century palace, which Didra manages itself.

With this sale, Corporación Hispano Hotelera will be reduced to an empty shell, after selling off the majority of its hotels in just over two years. The house of cards first started to topple in the Spring of 2014, when it had to close down Hotel Ada Palace, located on Gran Vía in Madrid, after it was evicted by the owner of the property, Real Gran Peña, which denounced the company for not paying the rent.

A year later, Hotusa purchased the Hotel María Elena, located 50m from Puerta del Sol, and renamed it the Eurostars Casa de la Lírica; meanwhile, Platinum Estates acquired the Hotel Asturias, in Plaza de Canalejas for €21.5 million. (…).

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake

Merlin Merges With Metrovacesa To Create RE Giant

22 June 2016 – El Economista

The Socimi Merlin Properties has informed Spain’s National Securities Market Commission (CNMV) that it has reached an agreement with Banco Santander, BBVA and Banco Popular to integrate Metrovacesa into its share capital and whereby create the largest Spanish real estate group in terms of assets and residential rental properties.

Under the terms of the agreement, the current Metrovacesa company will be split into three parts: one unit will hold the tertiary property business, which will be integrated directly into Merlin (including the employees); one residential arm, which will include all of the residential assets and which will be integrated into Testa, a subsidiary of Merlin; and a third structure, which will group together all of the land and developments under construction into a newly-created company.

After completing the integration, Merlin will, in turn, be split into two companies. One entity will hold the portfolio of tertiary assets (offices, shopping centres and logistics properties), which will begin life with a total surface area of 3 million sqm, an asset value of €9,317 million and the capacity to generate rental income of €450 million (p.a.). The other firm will hold all of the rental homes of the two companies, worth €980 million, which will generate revenues of around €35 million.

Santander will own 21.95% of Merlin

As a result of the integration, Santander, the current majority shareholder of Metrovacesa with a 70% stake, will hold 21.95% of Merlin’s share capital, as well as a 46.21% stake in Testa Residencial, the firm that will bring together all of the rental homes.

The agreement will give rise to the leading Spanish real estate group and one of the largest RE firms in Europe, given that it will hold assets worth €10,297 million in total, according to announcements from the two companies. The integration of the two companies comes just a day after Merlin completed its purchase of Testa from Sacyr and a few months after Metrovacesa, which is currently controlled by Santander, completed its own restructuring.

The operation is subject to approval by the respective General Shareholders’ Meetings of Merlin and Metrovacesa, which will likely take place in September, and will be executed in several phases through carve-outs and capital increases. (…).

Original story: El Economista

Translation: Carmel Drake

Carmena Authorises Wanda’s Plans For Edificio España

29 April 2016 – Expansión

The Governing Body of the Town Hall of Madrid, chaired by the mayoress, Manuela Carmena, has tenatively approved the detailed plans for Edificio España and has authorised the “volumetric remodelling” proposed by the Chinese Group Wanda, which owns the property.

Now, a 20-day period of public consultation will begin. Following those discussions, the document will be approved definitively and then the relevant building permits may be requested.

The approved document defines the plans for the volumes of the rear part of the property and also requires the maintenance of its original protected façades.

A representative from the Sustainable Urban Development team, José Manuel Calvo, explained yesterday that he has agreed a work schedule with Wanda, which includes holding a preliminary meeting on 4 May to form a technical team.

Calvo added that, the different detailed aspects may well be defined within the next two months, so that the necessary measures can be taken to “grant the licences and allow the construction work to begin”.

Original story: Expansión

Translation: Carmel Drake

Operación Chamartín: DCN To Build Tallest Tower In EU

14 April 2016 – Expansión

The property developer behind “Operation Chamartín” plans to construct six towers – five will be around the same height as the four already in place and a sixth will measure more than 300m.

Distrito Castellana Norte (DCN) owned by BBVA and the construction group San José, has unveiled some of the plans for Operation Chamartín. The Chairman of the property developer, Antonio Béjar, explained yesterday that the project will include the construction of what will be the tallest skyscraper in Europe, measuring more than 300m tall and spanning 70 floors.

In total, this project will involve the construction of six towers, five of which will be around the same height as the four towers on the Castellana and a sixth, which will be the tallest in the European Union. DCN also said that 80% of the space will be allocated for use as public spaces and green areas and 20% will be used for the construction of homes, businesses and offices.

“The project is alive and kicking. Now we just need to submit it to the Town Hall for final approval”, said Béjar during the Sustainable Urban Development Forum organised by the newspaper El País. According to DCN, the urban plan has been approved by all of the relevant authorities and technicians through 48 favourable sectoral reports. (…).

Ministry of Development

Béjar reiterated that the completion of the process and the approval of the plan no longer depends on the Ministry of Development, but rather on the Town Hall alone.

In terms of his relationship with Manuela Carmena and her team, Béjar made it clear that DCN has not participated in the recent debates organised by the Town Hall to analyse the feasibility of the project…(…).

“At the moment…our intention is not to take this process to court, not at all. We want to reach agreement and consensus with all levels of government. However, clearly, that does not mean that if the project is harmed or damaged by government decisions that we consider do not comply with the law, that we will stop defending our interests….”.

The Chairman of DCN said that his intention was to unveil the details of the plan so as to “clear up unknowns”. In this sense, he denied that the buildability level would be excessive and pointed out that it is “significantly” lower than the levels in well-established neighbourhoods, such as Chamberí (3x higher), and Paseo de la Castellana (2x higher). He also added that infrastructure represents an investment of more than €1,400 million, which will be funded in full by the owners and will represent “zero cost for the residents of Madrid”. “By adopting a public-private partnership model, the infrastructure will be developed by the owners at the request of the various government bodies and for the benefit of Madrid’s citizens. (….), said Béjar.

Original story: Expansión

Translation: Carmel Drake

Hispania To Absorb Its Socimi In A Merger

6 March 2016 – Cinco Días

On Wednesday, Hispania Activos Inmobiliarios reported to the CNMV that it is going to absorb its Socimi Hispania Real by means of a merger. The operation was expected by the market and will involve the parent company adopting the tax structure of a listed real estate investment company. The firm will approve the transaction at its shareholders meeting in April.

The two companies have agreed the approval and signing of the merger project as part of a process to rationalise the corporate structure of the group, which has decided to adopt the Socimi regime.

Both the conversion into a Socimi, as well as the absorption of the Hispania Real Socimi by Hispania Activos Inmobiliarios will be subject to approval by the shareholders at their next meeting, which is expected to be held in April.

The company is the full and direct owner of all of the shares of the Hispania Real Socimi, as reported to Spain’s National Securities Market Commission (CNMV).

On 18 February, Hispania Activos Inmobiliarios announced its plans to convert itself into a Socimi. The firm is managed by Azora, whose President is Concha Osácar (pictured above).

Hispania, which debuted on the stock exchange in 2014, had already revealed that its future plans included the possibility of turning the company into a Socimi, a vehicle that has a special tax structure and that is obliged to allocate some of its profits to dividends.

In April 2014, Hispania constituted its subsidiary Hispania Real, which decided to adopt the tax structure planned for Socimis and through which Hispania has closed several asset acquisitions. Nevertheless, the company continued to operate the parent company as a public corporation so as to undertake other types of operations.

In addition, last year, the company bought Barceló Bay Hotels & Leisure (BAY), to create the Socimi with the largest exposure to the Spanish hotel sector, with 9,000 hotel rooms.

Original story: Cinco Días

Translation: Carmel Drake

Meridia Buys A Logistics Centre In Ribarroja For €8.6M

23 February 2016 – Expansión

The fund has been given the green light by both the judge and Sareb after it submitted an offer for the 27,400 m2 logistics platform, which was constructed by Mafort and Bancaja, and which had an appraisal value of €15.7 million.

The large funds and Socimis are continuing their hunt for industrial assets to rent out…at bargain prices. The logistics centre that the property developer Mafort and Bancaja jointly developed in Ribarroja now has a new owner, in the form of the real estate fund manager Meridia Iberian Real Estate.

The fund has made an offer of €8.65 million for the property, which has been approved by the judge who is overseeing the bankruptcy proceedings of the (property development) company.

In addition, the fund has managed to obtain the approval of the owner of the mortgages, Sareb, which inherited the financing that Bancaja granted back in the day – which was then taken over by Bankia. Although formally, a ten-day window has been opened, during which time any interested party may submit a higher bid, all indications show that Meridia will become the new owner of this platform, given that it has already reached an agreement with Sareb.

Original story: Expansión (by A.C.A)

Translation: Carmel Drake

Slim Launches Voluntary Takeover For 100% Of Realia

28 January 2016 – Expansión

The Mexican multi-millionaire Carlos Slim has launched a takeover bid for 100% of the real estate company Realia, in which he already holds a 30.4% stake, at a price of €0.80 per share. The voluntary offer represents a premium of 17.6% with respect to the trading value yesterday, when the share price remained stable (at €0.68/share).

In March last year, after acquiring Bankia’s stake in the real estate company, the Mexican businessman, who is also the majority shareholder of FCC, in which he holds a 27.4% stake, launched a takeover for 100% of the real estate company Realia, at a price of €0.58 per share, for which the Socimi Hispania also made a bid. In turn, FCC holds a 36.9% stake in Realia.

On this occasion, Slim, through his company Inmobiliaria Carso, has decided to formulate his offer on the understanding that a strategic plan will have to be prepared for the Realia group, in order to clean up the company and turn it into a business with a stable level of recurring income, that is balanced with its debt, according to a report submitted to Spain’s National Securities Market Commission (CNMV) yesterday.

On the other hand, by launching a voluntary takeover in this way, Slim avoids the need for the CNMV to set an equitable price, which in all probability could be higher. Carso has been advised by the law firm Ontier.

The Mexican businessman considers, in addition, that by formulating a takeover at an equitable price, a new window of liquidity will be opened for the minority shareholders, which will allow them to take a decision as to whether to continue in the company or sell their stakes. The operation is subject to approval by the CNMV.

On 8 February 2015, the Mexican multi-millionaire advised the CNMV that his stake in Realia exceeded 30%, following the subscription of shares under the framework of the capital increase, which the real estate company launched for €87 million.

At the time, he announced that he was going to request a waiver from the obligation to launch a takeover for 100% of the company, although in the end, he has decided to submit a voluntary takeover bid.

Nevertheless, and despite having exceeded the 30% stake in the company’s share capital, which requires the launch of a takeover for 100% of the company, Slim believes that the criteria for the aforementioned waiver apply in this case.

He says that he has not appointed the majority of the Board members or of the Executive Committee, he has not exercised any of the voting rights that apply to holders of stakes of more than 30% in Realia. Furthermore, none of the events established in Article 5 of the takeover law that would attribute additional voting rights in Realia to his company, have taken place, besides those already mentioned.

The Mexican businessman ranked in second place on the Forbes list of the richest people in the world.

Original story: Expansión (by M. Anglés)

Translation: Carmel Drake