Tag: independent directors

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

Témpore Properties Appoints Directors & Finalises its IPO

6 March 2018 – Expansión

Témpore Properties, the Socimi created by Sareb, has started the countdown to its debut on the stock market. It will make the leap within the next few weeks, possibly before Easter, once the bureaucratic procedures have been completed. It will list on the Alternative Investment Market (MAB), like the vast majority of the 50 Socimis whose shares already trade on the stock market.

The company has been created with a selection of 1,500 assets, of which 1,383 are urban residential properties that generate returns of 3% per annum. The remainder are storerooms and garages. The combined value of the assets amounts to €175 million. Témpore’s size places it in the low-medium bracket in the sector, excluding Socimis backed by family capital. Its perimeter may be increased depending on the needs of Sareb, which has been backing property development in recent times. “Other Socimis do not have that option”, explain sources at the bad bank.

Azora is the manager of the Socimi and Renta 4 and Clifford Chance are advising the IPO process.

Yesterday, the Board of Témpore Properties held its first meeting after approving agreements relating to the entity’s internal operation and the listing process. The Socimi is chaired by Juan Ramón Dios Rial, Director of Real Estate Development and Promotion at Sareb. During the course of his career, Mr Dios has held various positions at TSB Bank, Citigroup, General Electric Capital Bank and Barclays España.

The Board of Directors comprises five members: three independent directors, one executive director and one proprietary director. They are Juan Ramón Dios, Nicolás Díaz Saldaña, Socorro Fernández, Rafael de Mena and Galo Juan Sastre.

Appointments

Témpore Properties is going to be led by Nicolás Díaz Saldaña, who has been the Director of Rental Mangement at Sareb until now. He will serve as the CEO and will sit on the Board as an executive director. Previously, he worked at BBVA, was Director of the International Team at Metrovacesa and CEO of the French Socimi Gecina. The company’s Finance Director is going to be Pelayo Barriga, who has been performing the same role at Sareb until now.

With Témpore Properties, the managers of Sareb are intending to open a window into the rental market, which is proving more profitable than property sales in certain segments. Moreover, through this route, the bad bank is going to be able to access new private capital and slightly reduce its high level of indebtedness.

By law, Socimis are obliged to remunerate their shareholders, and so Sareb can expect to receive dividends from Témpore.

Original story: Expansión (by R. Lander)

Translation: Carmel Drake

Alquiler Seguro Prepares Its Socimi’s Debut On The MAB

10 June 2016 – Expansión

The first Socimi specialising in the residential rental market in Spain is finalising its debut on the stock market and hopes to be ready to list on the Alternative Investment Market (MAB) before the end of the year. Quid Pro Quo – the name of Alquiler Seguro’s real estate investment company – wants to raise €50 million initially, which it will use to purchase properties for their subsequent rental.

The CEO of Alquiler Seguro, Antonio Carroza (pictured above), explained that the company wants to begin by incorporating 500 homes into its portfolio during the first phase. To that end, it has identified around 6,000 homes, from the total pool of homes that it manages, which fulfil the requirements set in terms of rotation, tenant retention and which are also likely to be acquired from their owners at market prices. The company has already signed purchase options with owners worth €12 million in total.

“Within 5 years, the aim is that the Socimi will own around 6,000 homes and achieve an investment volume of €500 million, through several capital increases”, explained the CEO.

Carroza said that, with that volume of assets, the group would then be able to consider moving onto the main stock exchange. Quid Pro Quo’s assets will be mainly located in Madrid, although it will also have a portfolio of homes in Barcelona, Valencia and Sevilla and, to a lesser extent, in Alicante, Vitoria and Bilbao. “We have worked hard to make the intermediation business profitable and to encourage both supply and demand; now, we want to close the circle by professionalising the supply”, said Carroza.

For the CEO, the future of the Socimis will involve specialisation. “The few (Socimis) that have been working in the residential sector until now are getting rid of that part of their businesses”, he said.

In terms of Quid Pro Quo’s shareholders, Alquiler Seguro will acquire up to 5% of the Socimi’s share capital, whilst the remainder will be offered up to domestic and international investors.

In terms of the Board of Directors, the Socimi’s highest executive body will comprise five members: the President of Alquier Seguro, Gustavo Rossi; the CEO, Antonio Carroza; and three independent directors, one of whom will come from a multinational entity and will have a financial background, to lead the Audit and Internal Control Committee. The other two independent directors will be Salvador Garriga – who has served as an MEP for the PP for twenty years – and José Luis Bartolomé, a real estate consultant and advisor.

Original story: Expansión (by Rebeca Arroyo)

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