Tag: minority shareholder

Sareb Selects Aedas, Vía Célere & Aelca as the Finalists for its Property Development Plan

18 April 2018 – Eje Prime

Sareb is closing the loop in its casting session to find a property developer with which to partner up to develop its large land bank. Aedas Homes, Vía Célere and Aelca are the three companies that have been chosen by the entity as the finalists of the project to which the bad bank is going to transfer a portfolio of buildable land worth more than €800 million; that will represent its contribution to a non-monetary capital increase, and will see it become a minority shareholder in the chosen property developer.

Sareb’s plan is to enter the residential market hand in hand with an established Spanish property developer and that firm must be listed on the stock market. That final point is important for Vía Célere and Aelca, given that neither of which have rung the bell on the stock market yet, although they both plan to make their debuts before the end of 2019.

The operation being managed by the company led by Jaime Echegoyen is the largest by volume of all of those undertaken during the bad bank’s six years of life; the entity’s balance sheet largely comprises assets proceeding from the banks following the crisis, according to Cinco Días.

Sareb initiated conversations with up to six property developers and has cut the shortlist down to these three. The idea is to choose a strategic partner in the residential market within the next few months.

In terms of the distribution of the land bank that will form part of the project, the plots are located in Madrid, Cataluña, the Costa del Sol, Levante and Euskadi, as well as in some of the provincial capitals in Galicia, Andalucía and Castilla y León, amongst others.

If the project goes ahead, the operation will become the largest ever to be carried out by the entity, exceeding the €553 million that it transferred to Goldman Sachs through Portfolio Eloise.

Original story: Eje Prime

Translation: Carmel Drake

APG & Renta Inject Another €253M into their Socimi Vivenio

17 April 2018 – La Vanguardia

The Dutch pension fund APG is going to inject €253 million into the Socimi Vivenio, created together with Renta Corporación, which will contribute another €3 million, after the company already spent around €200 million on the purchase of residential assets in Spain.

Vivenio has recently closed the purchase of three buildings in Madrid – two located in Vallecas and another one in Aravaca – for a combined amount of €76 million, which means that it now has around 1,000 homes under management.

With these operations, the Socimi (Listed Real Estate Investment Company) has invested all of the initial committed share capital, which amounted to €130 million, and is starting a second phase, with a new capital commitment amounting to €253 million, contributed by APG for the most part.

This new capital injection will allow the Socimi to acquire new residential buildings worth up to €400 million, with the focus on Barcelona and Madrid, but without ruling out other Spanish cities, according to a statement issued today.

Vivenio was created less than a year ago and aspires to become a leading Socimi in the residential market in Spain.

The Dutch group is going to continue as the majority shareholder of this vehicle, which will make its stock market debut in 2019, and in which it currently controls around 95% of the share capital.

Renta Corporación holds a 3% stake and the remaining shares are held by minority investors.

Original story: La Vanguardia

Translation: Carmel Drake

Basque Construction Firm Ondobide Buys 3.8% of Quabit for €8M

9 January 2018 – Eje Prime

The Basque construction firm Ondobide is taking positions in the Spanish property development sector. The company has acquired 3.82% of Quabit’s share capital for €8 million, by exchanging the shares for plots of land in its construction company Rayet, according to a statement made by the group to the National Securities and Exchange Commission (CNMV).

The Basque firm has whereby become the third largest shareholder of the company, after its President, Félix Abánades, and the fund manager Francisco García Paramés, who also acquired 4.93% of the firm in the same capital increase. In the case of the President, by virtue of the capital increase, his stake was diluted to 24% from the 28.63% that he had increased his stake to on the occasion on another capital increase.

Ondobide and Paramés have acquired stakes in Quabit’s share capital as part of the most recent capital increase that the real estate company has undertaken. It issued new shares amounting to €29 million for the express purpose of opening up its equity to new shareholders.

The real estate company undertook this increase and admitted these new shareholders after also making way for minority shareholders through a series of non-monetary capital increases approved in November to close half a dozen operations that involved swapping land for shares.

Original story: Eje Prime

Translation: Carmel Drake

Saba & Macquarie Compete For Spanish Car Parking Operator Empark

24 July 2017 – Reuters

Saba Aparcamientos and Macquarie have both submitted final offers for Spain’s Empark, valuing the car park operator at 900 million to 1.2 billion euros, sources close to the deal said.

Portuguese real estate group Silva & Silva is selling the 79% stake it owns in Empark, which operates 530,000 parking spaces is Spain, Portugal, Britain and Turkey, through holding companies Assip and Parkinvest.

Minority shareholder Haitong and Transport Infrastructure Investment Company (TIIC) could sell its 21% stake if satisfied with the price on offer, one source said.

But the minority shareholders have pre-emption rights and have agreed to sell these to Deutsche Asset Management if the offers are too low, the source added.

Saba, Macquarie and Deutsche Bank all declined to comment.

Last year, Empark recorded revenues of 201.3 million euros ($234 million) and earnings before interest, tax, depreciation and amortisation (EBITDA) of 71.4 million.

The company is funded with 385 million of corporate bonds maturing in 2019, including a 235 million fixed-rate tranche paying 6.75% and a 150 million floating-rate tranche paying 5.5% over three-month Euribor.

It also has 80.8 million euros of non-recourse debt across various project loans to finance 11 car parks that are not fully owned by Empark, where it holds stakes of 50% or more.

The company says its net debt amounts to 6.4 times its adjusted EBITDA.

JP Morgan and Caixa BI are advising the sellers.

Original story: Reuters

Translation: Carmel Drake

Merlin & Metrovacesa May Join Forces To Create Housing Socimi

14 June 2016 – El Confidencial

Create the largest Spanish housing Socimi. That is the plan that two giants in the sector, Merlin and Metrovacesa, are currently working on. For weeks now, they have been negotiating the creation of a joint vehicle, into which they would merge the residential assets that they currently rent out.

In total, these two giants together own almost 5,000 homes, of which, just over 1,500 would be contributed by the company chaired by Ismael Clemente, whilst the rest would come from Metrovacesa, which, in turn, has inherited most of those assets from its shareholder banks, above all the former Banif Inmobiliario fund, from Santander.

But, in addition, one of the points that they are analysing during these preliminary conversations is the possibility that both the entity chaired by Ana Botín, as well as its partner in Metrovacesa, BBVA, would benefit from this new company by injecting other homes that they currently hold on their balance sheets, which could add another 5,000 homes into the future vehicle.

If this marriage is consummated, the two parties would end up finding a solution to their respective problems. On the one hand, since it acquired Testa and inherited its residential assets, Merlin has been trying to remove them from its perimeter, given that its strategy is to focus on offices, logistics assets, retail premises and shopping centres.

On the other hand, for Metrovacesa, the main obstacle is management, given that the profound metamorphosis that the company has undergone in the last year, with the receipt of more than €1,000 million in assets and the carve out of its residential business, has converted the group into a giant that is still in the process of adapting to its own size.

Moreover, the complex times that the banking sector is experiencing, with a decrease in margins due to the low interest rate environment and the new regulations that are attacking its real estate assets, are putting pressure on the entities to put their large property portfolios on the market.

Although Rodrigo Echenique, the Chairman of Metrovacesa and a strongman at Santander in Spain, foresaw the recovery that the sector has undergone in the last two years and so decided to put a stop to his company’s asset sales and instead consolidate most of the bank’s property into his firm’s real estate arm, he is also aware that the time has now come to reap the rewards.

In fact, according to sources in the know, these conversations are being held directly between Metrovacesa’s shareholder banks, with Santander taking the lead, with the idea that Merlin’s team would take the reins in terms of the management of the new Socimi, although the entity chaired by Ana Botín would, presumably, be the major shareholder.

Santander controls Metrovacesa, with 70.27% of its share capital, followed by BBVA, which owns 20.52% and Popular, which owns 9.14%, whilst the remaining 0.007% is held by a small group of minority shareholders. By contrast, Merlin does not have a majority shareholder; most of its capital is traded freely on the stock market (free float), although several funds, including Blackrock, Fidelity, Invesco and Principal Financial Group, own significant positions. (…).

Original story: El Confidencial (by Ruth Ugalde)

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