Tag: independent director

Israeli Fund Adar Asks for Two Seats on Neinor’s Board

15 March 2018 – Expansión

The Israeli fund Adar is claiming its space at the table of Neinor’s most senior executive body. After taking ownership of 24% of the property developer and buying almost 18% of the real estate company’s shares in just one month, Adar has requested two seats on the Board of Directors.

To this end, Adar has asked that its request be included on the agenda of the next meeting, which is scheduled for 17 April at the first call, or, if the necessary quorum is not reached, for 18 April.

Adar has proposed the appointment of Jorge Pepa and Francis Btesh as proprietary directors. In this way, the group’s Board of Directors would comprise nine members, up from the current number, seven.

The last change in Neinor’s Board of Directors took place with the departure of Dominique Cressot, a Director who represented the fund Lone Star, which sold the last remaining share package that it owned in the company last January.

In his place, the shareholders appointed Alberto Prieta, Managing Partner of the Real Estate team at BDO, as an independent director.

Adar, which first acquired shares in Neinor when the firm made its stock market debut almost a year ago, is now the real estate company’s largest shareholder, ahead of the Bank of Montreal (5.2%), Norges Bank (5.06%), Invesco (5.02%), Wellington Management Group (4.96%) and Ksac Europe (4.2%). The fund controls a package worth €296 million.

Original story: Expansión (by R. Arroyo)

Translation: Carmel Drake

Santander Considers Selling 51% Of Popular’s RE To A Single Fund

20 July 2017 – Expansión

The process initiated by Banco Santander at the end of June to find partners willing to take on some of Popular’s portfolio of foreclosed assets and doubtful real estate debts (with a gross value of €30,000 million) is moving ahead and the entity’s preferred options are starting to emerge (…).

According to sources familiar with proceedings, one of the options that Santander is considering is the sale of 51% of this real estate business to a single buyer.

The same sources explain that the sale of a majority stake to an investment fund would allow the Cantabrian bank to deconsolidate all of the non-performing real estate risk from its balance sheet, as it would be left with a minority stake. Santander has engaged Morgan Stanley as the advisor bank for the process and has appointed independent director Pedro Pablo Villasante to supervise the entity.

Sources in the market indicate that interested parties include some of the funds specialising in these assets, such as Apollo, Blackstone and Lone Star. They add, nevertheless, that the definitive format through which these firms will enter into the operation has not been defined yet since any deal is still in a very preliminary phase.

Non-binding offers

Sources at Banco Santander acknowledge that this possible deconsolidation of the real estate business, through its sale to a partner, is just one of the options being considered. However, they maintain that the definitive decision as to whether the entity will choose a single buyer or more than one buyer has not been taken yet and is not even close to being taken.

According to sources close to the bank, the operation is still in the “attracting interest and receiving non-binding offers” phase. This period will continue until at least after the presentation of the results corresponding to the first half of the year, which is planned for Friday 28 July.

The period during which the various funds may submit their non-binding offers is expected to remain open until that same date, at least. Market sources are confident that other major investors will also express their interest, including Cerberus, Goldman Sachs, KKR, Kennedy Wilson and Värde Partners. The next phase will see the receipt of the binding offers

Following the resolution of Popular and its acquisition for €1, Santander revealed its plan to reduce its non-performing real estate assets by 50% within 18 months. The segregation of the property portfolios into a single vehicle could reduce that period even further (…).

Santander’s proposed plan may also include an additional agreement with the buyer fund to acquire 51% of the servicer Aliseda. That subsidiary, which is responsible for managing all of the real estate assets proceeding from Popular, is currently controlled in its entirety by Santander, after the entity chaired by Ana Botín repurchased the 51% stake held by Kennedy Wilson and Värde Partners on 30 June (…).

Popular’s real estate portfolio, which is located primarily in Andalucía, the Comunidad Valenciana and Cataluña, includes around €17,000 million in foreclosed properties and another €13,000 million in doubtful property developer loans. These assets include, for example, more than 25,800 homes (which are being marketed by Aliseda) and office complexes (…).

Original story: Expansión (by Nicolás M. Sarriés)

Translation: Carmel Drake

NH’s Minority Shareholders Fear HNA Will Take Control

19 May 2015 – Expansión

Intesa’s exit from the share capital increases HNA and Hesperia’s control over NH – six of the hotel chain’s eleven directors are representives of the two largest stakeholders.

The funds and minority shareholders of the NH Hotel Group have expressed their concern following a decision by the Board of Directors not to appoint any more independent directors and therefore increase, albeit indirectly, the control exerted by the Chinese giant HNA and the Hesperia Investor Group – the two largest shareholders.

At the end of January, Intesa Sanpaolo put an end to its eight year investment in NH by selling its 7.6% stake. At the time, the Italian entity had just one director (Livio Giovanni Maria Torio) since its other representative (Rosalba Casiraghi) resigned in December 2014; her exit left NH without any female directors and granted HNA its fourth executive.

Following Intesa’s divestment, NH’s Board of Directors decreased from 13 to 11 members. And so it will remain for the time being. Last week, the management body approved the accounts for the first quarter. It also referred the appointment of Francisco Román and Ling Zhang (appointed by co-optation) and the re-election of José Antonio Castro and José María López-Elola (following the expiry of their mandates) for approval by the General Shareholders’ Meeting, which will be held in June. There was no mention of (the appointment of any) more independent directors, which has aroused concern amongst NH’s fund managers and minority shareholders, since the hotel chain’s corporate bylaws provide for a maximum of 20 directors and a minimum of five.

Over the last few years, funds such as THS, BlackRock, Fidelity and Invesco have all acquired shares in NH, although in most cases, their stakes, which fluctuate constantly, are currently trading at below 3%. Currently, four of the eleven directors represent HNA and Hesperia has two directors, even though it has reduced its stake by 8.56% to 9.09%.

Corporate governance

The counterweight are three independent directors, together with the CEO, Federico González and the Chairman, Rodrigo Echenique, who represents Santander and whose exit from NH is expected in the medium term. The concern of the minority shareholders is that, as well as violating corporate governance standards, HNA, which owns a 29.5% stake, will strengthen its hold over NH without launching a public takeover bid (OPA) for the company. If the CNMV establishes that NHA and Hesperia control NH between them, it may compel them to launch a takeover bid for 100% of the share capital.

Original story: Expansión (by Y. Blanco)

Translation: Carmel Drake