Azora Group Explores its Own Stock Market Debut

15 February 2018 – La Información

The Azora Group, the manager of the moment in the Spanish real estate sector, following the successful launch of its Socimi Hispania, which managed to attract well-known international investors such as George Soros, is now considering its own debut on the stock market, according to financial sources familiar with the situation, speaking to La Información. In parallel, it is continuing to work on the assignment to debut Sareb’s Socimi, Témpore Properties, on the stock market.

According to the sources, the investor group controlled by Concha Osácar (pictured above, third from left) and Fernando Gumuzio (pictured above, far left), through the parent company Azora Altus, has already taken the first steps towards processing its debut on the stock market, a move that the company declined to comment on when consulted in this regard. According to the definition that is available on the website of one of the other Socimis that it has debuted on the market and which it now manages exclusively following Hispania’s model, Colón Viviendas, the Azora Group “is made up of independent private equity managers specialising in the real estate sector”. Founded in 2003, the group employs 400 professionals and, according to its own estimates, manages an asset portfolio worth more than €4.1 billion. In addition to Hispania and Colón Viviendas, the group manages another collective investment instrument: Lazora.

Two well-known bankers are behind the Azora Group, both former members of Banco Santander’s private banking team: Concha Osácar and Fernando Gumuzio, who control the group’s parent company through two holding companies, Baztán Consultores and Hermanos Bécquer 10, respectively. They would be the major beneficiaries of this latest planned move (…).

Change of strategy

The Azora Group’s decision to direct its steps towards the stock market comes just a few months after Hispania’s General Shareholders’ Meeting took the decision to liquidate that Socimi in 2020. The possibility was included in the initial business plan set out at the time by Azora, but the subsequent remarkable performance of the company has opened up the possibility of that project becoming a reality. Not in vain, the firm had climbed to the status of being the largest owner in the domestic hotel sector, with 39 hotels and 11,200 rooms in its portfolio, and a flow of profits significantly higher than forecast: €308 million in 2016 and €185 million in H1 2017, up by 35% YoY.

Having established Hispania’s expiry date, the Azora Group unleashed a series of decisions in the following months. In May, it decided to liquidate Azora Europa 1, another real estate investment fund in which it managed to involve Sabadell Patrimonio, Abanca, Kutxabank, Caixabank, Bankia and investors such as Manuel Jové. The next step was to begin the process to debut a new Socimi on the MAB, Colón Viviendas, whose assets comprise 300 public rental apartments acquired from the Consell Comarcal del Barcelonés back in the day.

Almost in parallel, Azora placed another Socimi on the MAB, through Hispania and in partnership with Barceló. In that case, the assets were linked to the hotel sector, in the form of Bay Hotels & Leisure, with a portfolio worth €790 million, according to the prospectus. That adventure looks set to be coming to an end after Hispania first took over Barceló’s stake and then notified the CNMV, a few days ago, of its intention to exclude the entity from trading on the MAB due to the lack of appetite from minority shareholders and the reduced liquidity of its shares.

Original story: La Información (by Bruno Pérez)

Translation: Carmel Drake

Hispania Completes Purchase of Barceló’s Remaining Stake in Bay for €172.4M

27 December 2017 – El Economista

Hispania has acquired the 19.5% stake that the Barceló Group still held in the Socimi Bay Hotels & Leisure (BAY) for a total amount of €172.4 million, according to a report filed by the company on Wednesday with Spain’s National Securities and Exchange Commission (CNMV).

As such, the Socimi in which George Soros holds a stake now owns 100% of BAY, given that in October 2015, it acquired 80.5% of the company from Barceló.

As a result of the transaction, the parties have agreed to extinguish the contract between the shareholders relating to BAY and to novate certain terms of the investment contract signed when Hispania first entered BAY’s share capital.

The amount of the transaction also includes: the settlement of an incentive detailed in the contract between the shareholders for an approximate amount of €155 million; the expected dividend to be paid by BAY for 2017 amounting to €10.7 million; as well as certain compensation and/or liquidation payments resulting from the termination of the shareholder contract and the novation of the investment contract.

The total price of the operation shall be made in two payments: a first payment amounting to €80 million, which was paid at the same time as the shares were transferred to Hispania; and a second payment, amounting to €92.4 million, which will be paid on 28 February 2018.

The Socimi has specified that the sale and purchase contract anticipates certain upwards movements in the price, agreed in the case of the subsequent resale by Hispania of the acquired stake and only provided certain circumstances arise.

At the same time, the Barceló Group has notified BAY that it is exercising the sale option that it holds over the Hotel Barceló Marbella for €19 million. That transaction is expected to be executed before 28 February 2018.

Original story: El Economista

Translation: Carmel Drake

Housing: The Bastion of the Socimis on the MAB

14 December 2017  – Expansión 

More than fifteen of the listed Socimis have residential properties in their portfolios. Alternative assets are also sneaking into the portfolios of many of the companies that trade on the MAB.

Homes, offices, hotels, shops, warehouses, land under development, health centres, student halls and even gas stations. The 44 Socimis that are currently listed on the Alternative Investment Market (MAB) are involved in the rental of all kind of assets, but housing is the star for these listed vehicles, which currently hold more than €12.22 billion in their portfolios and capitalise €6.835 million.

In this way, in contrast to the scarce presence of rental housing owned by the vehicles listed on the main stock exchange, housing accounts for 21.9% of the portfolios of the Socimis on the MAB. Specifically, of the firms specialising in residential, a few stand out: Fidere – the Socimi owned by Blackstone which made its stock market debut in 2015 with 2,688 social housing properties purchased during the crisis – and Colón – and rental housing Socimi controlled by Azora, which debuts on the stock market in June. Altogether, 16 companies have residential assets in their portfolios, according to data from Armabex.

After housing, offices account for 20.4% of the assets in the Socimis’ portfolios, followed by shopping centres (14.2%), shops (13.9%), industrial warehouses (6.3%) and hotels (5.7%).

In terms of geographical distribution, Madrid leads the investment by Socimis, with €5.684 billion – 46.5% of the total -, whilst Barcelona accounts for 11.2%, with €1.364 billion. The other assets – €4.34 billion – are located across the rest of Spain.

In terms of the investor profile, the main stars on the MAB are non-resident, accounting for 55.1% of the assets incorporated. In 2017, seven Socimis owned by non-resident investors joined the MAB, with assets worth €1.388 billion.

Trends

For Antonio Fernández, President of Armabex, the trend over the next few months will be characterised by fragmentation and specialisation. For example, of the 17 new companies listed in 2017, two specialise in hotels –Bay Hotels & Leisure (the Socimi owned by Hispania and Barceló, which made its debut in the summer) and Elaia Investment Spain (previously Eurosic Investment Spain, which debuted in November)-, one owns gas stations – Kingbook Inversiones –, and more recently, one specialises in industrial warehouses – P3 Spain Logistic –.

The latter is a Socimi of Socimis, in other words, a Socimi that controls 100% of another company of the same kind, which is not listed but which has the same obligations and tax benefits as a regular Socimi. “46% of all Socimis own other non-listed Socimis. It is a structure that is used a lot when it comes to constituting asset portfolios. It allows companies to be sold and new shareholders to enter individually”.

In this company structure context, we are also starting to see investors crossing between Socimis. In this way, for example, the Singapore fund features in the share capital of P3 Spain Logistic and GMP. Similarly, the financial institutions have bet on this vehicle for their real estate assets. In this way, Banca March will debut a Socimi that owns the ABC Serrano shopping centre, which it acquired from CBRE Global Investors in June, and Sareb is preparing for the debut of Témpore Properties.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Hispania Sells A Hotel To Its Socimi With Barceló For €26.6M

17 November 2017 – Eje Prime

Change of tack in the Socimi universe in Spain. Hispania has sold the Hotel Sandos San Blas, located in Tenerife, to the Socimi Bay Hotels & Leisure for €26.6 million, according to sources at the company. The Socimi is owned by Hispania (80% stake)and the hotel chain Barceló (20%).

This is the first purchase operation that the Socimi has carried out since it started to trade on the Alternative Investment Market (MAB) in July. Bay has acquired all of the shares in the company Eco Resort San Blas, owner of Hotel Sandos San Blas, which has 331 rooms and a five-star rating.

The purchase has been financed using own funds and intra-group loans, and according to Hispania, the acquisition price of Eco Resort has been calculated on the basis of the valuation of Hotel Sandos San Blas (performed by CBRE in June) and the company’s net debt.

Bay’s most recent operations include the purchase of all of the shares in the entity Armadores de Puerto Rico for €6.2 million. That company owns a plot of land in Lanzarote on which the Socimi plans to build a luxury hotel with 225 rooms.

In July, the Socimi also completed the purchase of Fergus Tobago, located in Palmanova, Mallorca, for €20.5 million and Hotel Selomar, located in Benidorm, for €16 million. In terms of future investments, the group held real estate investment commitments amounting to €19.4 million as at 30 June 2017 (…).

The Socimi Bay Hotels & Leisure debuted on the stock market with a portfolio of 22 real estate assets, worth €790.39 million. They include 19 hotels, with 6,900 rooms, worth €756.29 million. Moreover, the Socimi owns two shopping centres, El Castillo I and II, and the Escala marina, all of which are located in the Canary Islands.

According to the latest available results, the Socimi Bay increased its profit by 87% during the first half of the year, to €102 million. Rental income from its hotels and shopping centres rose by 26.5% to €38 million.

Original story: Eje Prime (by C. Pareja)

Translation: Carmel Drake

MAB Introduces Tougher Entry Rules For New Socimis

31 July 2017 – Expansión

In August, an amendment to the regulations governing the Alternative Investment Market will enter into force, which has led to a wave of Socimi debuts on the stock market in July to circumvent the new requirements.

Six new Socimis debuted on the stock market in July, an unusually high level of activity compared to previous months. The reason is that on 1 August the new circular published by the Alternative Investment Market (MAB) will enter into force. It introduces changes for debuting on the stock market and will affect all companies wanting to list from next month (August) onwards, in particular, Socimis. The amendment sees a toughening up of the conditions to debut on the stock market, given that it imposes some very demanding requirements for minority shareholders.

The change is very specific: “At the time of listing, companies must have minority investors owning shares that are worth less than €2 million or 25% of the company’s share capital”, explained José Luis Palao, Partner of the Mercantile Department at Garrigues. Minority shareholders are considered to be those that hold less than 5% of the share capital. Until now, the regulations allowed companies a grace period of one year to fulfil this requirement.

Manuel López, Partner of Financial Regulatory Law at Ashurst, considers that some Socimis have formed closed-end funds of sorts that have no interest in allowing access to minority shareholders. The exception to the regulations that existed benefitted this type of company in particular, as they enjoyed additional time to adapt themselves.

In this sense, López understands that the regulations are reasonable and reflect what the Socimis are designed to be – entities with the vocation to expand and attract new investors, aimed at boosting the real estate sector. His colleague, Ismael Fernández Antón, Partner of Real Estate Law at the same firm, considers that “the legislation has not become less flexible, but rather more coherent”.

Although Circular 1/2017 does not explain the reasons for the change, the experts agree that the market for Socimis has reached maturity and does not require any further encouragement. The MAB was prudent at the beginning, offering these companies a certain amount of freedom to promote their growth. Fernández Antón says that “this measure was always going to have a sell-by date”, given that the Socimis already represent an attractive vehicle for real estate investment in Spain. Moreover, the modification represents a guarantee to “limit the desire to use them as a platform for pure fiscal optimisation”, says López.

The change only affects companies that start trading from August, in such a way that those that have debuted recently still benefit from the exception. This has meant that, in the last month, the rate of Socimi debuts on the stock market has multiplied. Those who have acted quickly can enjoy a period of one year to fulfil this requirement regarding the diffusion of shareholders.

Although almost 40 Socimis trade on the stock market, only five are listed on the Main Exchange and only two of those form part of the Ibex 35: Merlin Properties and Colonial. Within the last few days, the entities Numulae, Bay Hotels & Leisure and AM Locales have all debuted on the MAB.

Original story: Expansión (by Jesús de las Casas)

Translation: Carmel Drake

Hispania Buys 2 Plots In Canary Islands For €13M

31 July 2017 – Idealista

Hispania is pushing ahead with its strategic plan and, to this end, has completed the purchase of two plots of land on which it will build 2 luxury resorts. The plots of land acquired by the Socimi for €13 million are located in the Canary Islands, specifically, in Lanzarote and Fuerteventura.

In addition to hotel resorts, the objective of the investment vehicle, in which the magnate George Soros holds a stake, is to incorporate retail, leisure and sports facilities into the complexes. The project looks set to involve a total investment of around €50 million in the case of Lanzarote alone.

Hispania already owns the Occidental Playa and Barceló Lanzarote hotels, and based on the plans that it has in mind, the five-star complex would contain more than 1,000 rooms, which would make it the largest establishment in Hispania’s portfolio. In Fuerteventura, the Socimi also owns several properties, including two hotels that it purchased in the summer of 2015 for just over €100 million.

Over the last week, Hispania has been in the news for several reasons. Firstly, it is negotiating the sale of 24 office buildings for around €500 million; the insurer Swiss Life is the final candidate in that process.

In addition, the Socimi saw the stock market debut of the investment vehicle that it shares with Grupo Barceló (known as Bay Hotels & Leisure), which started trading on 20 July with a market value of almost €500 million.

Original story: Idealista

Translation: Carmel Drake

Hispania & Barceló’s Hotel Socimi Will Make Its Stock Market Debut On Monday

21 July 2017 – Expansión

Hispania and Barceló’s hotel Socimi is on the home straight for its stock market debut. Bay Hotels & Leisure – in which Hispania holds a 76% stake and Barceló a 24% stake – will debut on the stock market on Monday after receiving a favourable report from the Alternative Investment Market (MAB)’s Coordination and Incorporation Committee. Taking into consideration the high valuation range of the report prepared by the consultancy firm CBRE, the Socimi’s Board of Directors has set a reference value of €5.29 for each one of its shares, which represents a total company valuation of €494 million. CBRE has considered that the best methodology for valuing the company is the adjusted value of the own funds after tax. This valuation also discounts the ordinary dividend of €3.5 million paid on 10 March 2017.

Holiday hotels

At the end of 2016, the company held 21 assets with a net accounting value of €790 million. Specifically, 19 hotels worth €756 million, as well as two shopping centres and the concession for a marina worth €34 million. So far this year, the company has purchased the Hotel Selomar in Benidorm (245 rooms) for €15.6 million, the Hotel Fergus Tobago in Palmanova (275 rooms) for €20.2 million and the Armadores de Puerto Rico company, which owns the land adjacent to Hotel Barceló Oasis Lanzarote, for €6.2 million.

In this way, the company currently owns 21 hotels and a total of 7,423 rooms located in established tourist areas that receive high volumes of foreign tourists. Specifically, 62% of the rooms are located in the Canary Islands, 30% in the Balearic Islands and the remaining 8% in Andalucía.

The hotels owned by Bay are leased to Grupo Barceló under a series of contracts with an initial duration of 10 years and a maximum of three extensions, with the exception of Hotel Meliá Jardines del Teide, which is leased to Meliá until 2024 (…).

Barceló constituted Bay Hotels & Leisure in July 2014 and in April 2015 signed an investment contract with Hispania whereby the Socimi in which George Soros owns a stake, undertook to acquire a majority stake. By virtue of that contract, Hispania acquired 80.5% of the share capital in October 2015 for around €119 million although, following a capital increase recorded at the end of that year, its stake was diluted to 76%.

The company closed 2016 with a turnover of €65.7 million, compared with €13.2 million last year. Moreover, during the first three months of the year, it recorded revenues of €19.1 million, up by 22% compared to the same period a year earlier.

The company’s financial result as at March 2017 decreased by 7.5% as a result of the acquisition of Hotel Meliá Jardines del Teide and, specifically, the financial expenses resulting from a mortgage loan amounting to €22 million (…).

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Hispania Buys Hotel Paradise Portinatx In Ibiza For €11M

19 July 2016 – Expansión

The Socimi Hispania Activos Inmobiliarios has acquired 100% of the shares in the company Later Deruser, owner of the Hotel Paradise Portinatx in Ibiza (Balearic Islands), for €11 million, which will now be operated by Barceló.

Hispania has performed the operation through its subsidiary Bay Hotels & Leisure, according to a statement filed with Spain’s National Securities and Markets Commission (CNMV).

Hotel Paradise Portinatx is a three-star facility, with 134 rooms.

As part of its investment strategy, Hispania will undertake a comprehensive refurbishment of the property, spending approximately €8 million, to increase it to an “adult only” 4-star hotel.

The Barceló Group will operate the hotel through a lease contract (with fixed and variable elements) under a framework agreement that covers all of the hotels operated by the group.

The asset is located on Playa de Portinatx, right on the beach. The town of Portinatx, in the north of the island, is seeing a significant upgrade of its hotel offerings.

According to available data about occupancy rates and average revenues per room, Ibiza has established itself as one of the primary destinations in the Mediterranean.

Hispania considers that there are still attractive investment opportunities in the hotel sector, as it gains presence in vacation destinations with growth potential, as well as in privileged locations.

According to the CEO of Hispania, Concha Osácar, this operation shows, once again, that the Balearic Islands – and Ibiza in particular, which is the best performing island in the region – are a key market for Hispania.

Currently, Hispania owns four hotels on the island: the recently repositioned Hotel Barceló Pueblo Ibiza, and three hotels recently purchased in Cala de San Miguel, which will be repositioned in 2017.

Original story: Expansión

Translation: Carmel Drake

Hispania Buys 3 Hotels In Ibiza For €32M

14 June 2016 – Expansión

Hispania has purchased 100% of the shares in the company Real Estate San Miguel, which owns three hotels in Ibiza – the Hotel Galeón (4 stars and 182 rooms), the Hotel Cartago (3 stars and 196 rooms) and the Hotel Club San Miguel (3 stars and 106 rooms) -, for €32 million.

In addition, Real Estate San Miguel is the owner of several apartments next to Hotel Cartago and a restaurant attached to the Hotel Club San Miguel. The assets are all located in Cala de San Miguel, on the beachfront.

Hispania will undertake major investments in these properties, depending on the final category (star rating) of the hotels and the outcomes of the negotiatios with the operators.

Investment in renovation work

Specifically, the Socimi controlled by Azora and in which George Soros owns a stake, plans to carry out a complete renovation of the three hotels at the end of the 2017 season. The initial planned investment amounts to €35 million.

The plans of the company, which debuted on the stock exchange in March 2014, involve maintaining the current operators of the hotels until the end of the 2017 season, when the management of the three assets will revert to a single operator.

Currently, Iberostar operates Hotel Galeón, whilst Stella Polaris is responsible for the management of the other two establishments. The Socimi will now analyse which hotel chain is, in its opinion, the most suitable to take on the management of its new hotels in Ibiza from 2017 onwards.

This operation, advised by Aguirre Newman, allows Hispania to strengthen its commitment to the vacation hotel sector in the Balearic Islands and, specifically, in Ibiza, where it already owns the recently repositioned Hotel Barceló Pueblo Ibiza.

Hispania also owns a stake in Bay Hotels & Leisure – the Socimi created together with Barceló in 2015, which also focuses on the vacation hotel segment – . The company’s share price fell by 4.3% on the stock exchange yesterday to close at €11.33/share.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Hispania & Barceló Now Own 76% & 24% Of Bay, Respectively

14 December 2015 – Expansión

Hispania’s stake is valued at €458.6 million.

Hispania and the Barceló Group have agreed that their stakes in Bay Hotels & Leisure shall amount to 76% and 24%, respectively, after Bay acquired all of the share capital in Barceló Hotels Canarias and Poblados de Vacaciones from the Barceló Group. The two companies own five hotels and a shopping centre. The Barceló Group has thus cancelled its option to obtain a 49% stake in Bay in the future.

According to a statement made today by Hispania to Spain’s National Securities Market Commission (CNMV), the final valuation of its 76% stake in Bay is €458.6 million, a figure that includes investments relating to refurbishments worth €25.2 million, made to strengthen the positioning of the portfolio.

Hispania has disbursed €186 million to complete the operation and establish its 76% stake in Bay.

Original story: Expansión

Translation: Carmel Drake