Tag: Henderson

Oceanwood: Supported By 42%+ Of NH’s Shareholders

16 June 2016 – Expansión

The investment fund Oceanwood is gaining support in NH in its crusade against the Chinese group HNA – the Spanish hotel chain’s majority shareholder with its 29.5% stake – and now has the backing of more than 42% of the shareholders, who will vote in favour of its proposals at the next General Shareholders’ Meeting scheduled to be held on 21 June.

Specifically, Oceanwood, with its 11% stake, will be supported by high profile shareholders such as Hesperia and Henderson, as well as other institutional investors, according to market sources.

At the Spanish chain’s next General Shareholder’ Meeting, a vote will be taken, at Oceanwood’s petition, regarding the departure of HNA’s four directors, including Charles Mobus – Co-Chairman of NH – due to a possible conflict of interest that has arisen as a result of the Chinese group’s recent purchase of Carlson.

The fund has proposed that Paul Johnson, Fernando Lacadena, María Grecna and José María Cantero de Montes-Jovellar take over from the Chinese directors. NH’s share price fell by 3.37% on the stock exchange yesterday, to €4.16 per share.

Original story: Expansión (by R.Arroyo)

Translation: Carmel Drake

War Between NH’s Presidents Over HNA’s Role On The Board

2 June 2016 – Cinco Días

The investment funds that hold share capital in NH and critics of the role played in the hotel chain by HNA’s Directors have obtained the support of a heavyweight: the co-President of the Hesperia Investor Group, José Antonio Castro, who is also the second largest shareholder with a 9.27% stake.

José Antonio Castro, representative of Hesperia and co-President of the hotel chain, has acknowledged in a letter to two of the investment funds that hold stakes in NH, namely Henderson and Taube, that “a clear conflict of interest exists in the company for our shareholder HNA, following its agreement to purchase Carlson Rezidor and in particular, for the Board member and co-President, Charles B. Mobus”.

In his letter, Castro noted that NH’s Board of Directors ruled on 10 May that the role played by Mobus as advisor to the purchase of Carlson Rezidor did not compromise his position as the co-President of NH. At that meeting, the hotel’s management body agreed to put the necessary mechanisms in place to analyse a possible conflict of interest with HNA’s representatives. “However, that committee has not been created yet”, he said.

Hesperia’s representative confirms that his position regarding Mobus has changed with respect to the view he held at the Board meeting on 10 May and he justifies that decision by explaining that the HNA representative had informed some of the company’s shareholders that he had been authorised by the Board to go ahead with the Carlson Rezidor transaction. “That is not true. He tried (to obtain approval), that part is true, but the Board was not in agreement”.

Castro also justifies his change of heart by explaining that Mobus informed shareholders “that the Board of Directors knew that he was acting as advisor to the transaction. But, that is not true. He never told them”, he states in the letter, in which he also confirms that Mobus’ role is to advise HNA in its plans for the hotel industry, which involves the consolidation of its subsidiaries, something that he acknowledges, according to Castro, in the letters sent to other shareholders about the integration of NH and Rezidor or between NH and Carlson.

The businessman also acknowledges that during the last 20 days, NH has had “poor corporate governance”. In this way, Castro thinks a new Board meeting should be convened to review the latest agreements reached with respect to HNA’s possible conflict of interest.

Original story: Cinco Días (by L. Salces)

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

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

NH’s Minority Shareholders May Ask To Join The Board

29 May 2015 – Expansión

29 June / The agenda for NH’s shareholders’ meeting does not currently include the appointment of any new directors. UBS now holds a 4.36% stake.

In the interests of progress in terms of corporate governance and to increase transparency, many listed companies, including the NH Hotel Group, are adapting their corporate bylaws to the new Capital Company Act. Thus, NH will include a item on the agenda of its shareholders’ meeting, which will be held on 29 June, about the reasonable balance of its board of directors, whose composition should reflect the relationship between the stable and free-floating capital.

In fact, the composition of NH’s board of directors has sparked unrest amongst the fund managers and minority shareholders due to the hotel group’s decision to not cover the two vacant positions left by Intesa Sanpaolo, when it sold its shares, by independent directors. Yesterday, their fears were confirmed. The agenda for the shareholders’ meeting includes the ratification of two directors – Francisco Román as an independent director and Ling Zhang as a representative of HNA, the majority shareholder of NH – and the renewal of two other directors – José María López-Elola, as an independent director and José Antonio Castro, as a representative of the Hesperia Group. There was no mention of any new appointments.

NH’s board comprises 11 people in total: four representatives of HNA – which holds a 29.5% stake -, two from Hesperia – with a 9.09% stake -, three independent directors, the CEO – Federico González Tejera – and the Chairman – Rodrigo Echenique-, who continues in the role despite the exit of Banco Santander, the shareholder that he previously represented.

Nevertheless, the composition of the board may change in the short term. The 8.56% stake held by Santander was distributed amongst three (fund) managers, which already held stakes in NH: BlackRock, Oceanwood and Henderson. The first two now hold more than 7.5%. The funds, which have shared their concerns about the reduction in (the size of) the board with NH, will request their own inclusion on the board of directors and their request may be discussed at the shareholders’ meeting. According to the bylaws, shareholders that represent at least 3% of the share capital have five days following the announcement of the shareholders’ meeting to request the inclusion of one or more items on the agenda.

Meanwhile, UBS now owns a 4.36% stake. On 21 May, the Swiss bank purchased 9.13 million shares from Santander for €46.57 million.

The Chairman

Rodrigo Echenique received €300,000 in 2014. This year, he will receive €200,000, i.e. 33% less.

The CEO

Federico González Tejera, the CEO, earned €1.62 million (in 2014), up 34%. His variable salary amounted to €788,000.

The other board members

In addition to Echenique and Tejera, the 16 people that held positions on the board in 2014 received €692,000 in total.

Original story: Expansión (by Yovanna Blanco)

Translation: Carmel Drake

“We Are Going to Invest in the First-Class Shopping Parks”

3/07/2014 – Expansion

Less than one year old, investment management company TIAA Henderson Global Real Estate already possesses a €49 billion worth portfolio with assets scattered around Asia, Europe and the United States. Its developers are TIAA Cref and Henderson Global Investors, present in Spain since 2007 and managing almost €15 billion in property.

The latter runs five shopping malls in the country: the Nervión Plaza in Seville, the Miramar in Málaga, the L’Aljub in Elche, Getafe Bulevar in Madrid and the recently acquired Espacio Coruña. Moreover, the arm owns two medium-size parks: the Parque Mijas in Malaga and the Parque Meixueiro in Vigo, as well as a logistics platform in Madrid. As the company´s general director for Europe, Mike Sales, says “they are quality assets which maintained fair occupancy during the crisis, now faring much better.”

“We would like to invest in the entire Old Continent and Spain seems attractive to us. We are focused on the commercial real estate and we want to find partners among local, core and core-plus shopping center owners and investors”.

 

Original article: Expansión (by R. R.)

Translation: AURA REE