Vitruvio to Complete a €14.5M Capital Increase Ahead of its Takeover of Única

5 February 2019 – Eje Prime

Vitruvio is preparing to launch its takeover bid for Única. The Socimi is planning to complete a €14.5 million capital increase to finance the operation, which will be complemented by the exchange of shares plus available cash from the company.

In addition, the company has now completed the two due diligence processes on the Madrilenian Socimi – specifically, the technical and legal due diligences, and both of them have proved positive. “That was the last step that needed to be completed before submitting the offer to the reference shareholders of Única, which is extendable to all of the shareholders”, explained sources at Vitruvio speaking to Eje Prime.

Vitruvio is planning to close the operation for around €32 million. After adding €45 million in properties from Única, the group will be managing a portfolio of rental assets worth €160 million.

According to explanations provided by the Socimi in a statement sent to the Alternative Investment Market (MAB), the capital increase will finance part of the acquisition, fulfil the maximum indebtedness limit of 33% and make way for the entry of new investors.

The rest of the operation will be paid for with €8.1 million of available cash as well as financing available to Vitruvio for the purchase, and another €9.7 million, which will be paid for with shares representing 30% of Única.

The capital increase will be proposed at the next shareholders meeting in March at a price of €14.50 per share. “Vitruvio will propose the capital increase at the latest NAV per share, whereby avoiding any dilution of the shareholders”, explained the company.

Única Real Estate was founded in 2015 by the former CEO of Metrovacesa, Eduardo Paraja, and specialises in the acquisition and leasing of commercial premises in the Community of Madrid.

Vitruvio, meanwhile, has a diversified portfolio comprising offices, homes and commercial premises. Together, the two companies own 71 properties, and generate revenues and EBITDA of €9.3 million and €6.3 million, respectively.

Original story: Eje Prime (by I. P. Gestal)

Translation: Carmel Drake

Several Funds Acquire/Increase their Stakes in Hispania in the Midst of Blackstone’s Takeover Bid

11 June 2018 – Expansión

Blackstone’s takeover bid for Hispania has placed the Socimi firmly on the radar of investment funds. Since April when Blackstone announced its intention to launch a public share acquisition offer (OPA) for the Spanish Socimi, there have been continuous changes in the shareholding structure.

In terms of the funds who have been active, Fidelity has continued to back the company and has strengthened its stake to 9.64%. Prior to the takeover bid, the company’s stake remained at just over 7%.

Fidelity is the second largest shareholder of Hispania, behind Blackstone, which, after purchasing the stake owned by the Hungarian-born magnate George Soros, leads Hispania’s shareholder ranking, with a 16.56% stake.

Another one of the Socimi’s shareholders that has strengthened its weight since the takeover is Axa Investment Group, which now controls 4.14% compared to 3% before the takeover bid, and Bank of Montreal and BlackRock, which currently hold stakes of around 4.1% each, compared with 3.01% and 3.3%, respectively, that they used to control.

These shareholders constitute the hardcore nucleus of the company’s owners, together with the Mexican firm Canepa, which holds almost 6% through Tamerlane, and the Brazilian family office BW Gestao de Investimentos (BWG) with 3.7%.

New shareholders

In addition to the reference shareholders who have taken positions, Blackstone’s interest in Hispania has led to new interest from other shareholders.

The Norwegian fund, through its manager Norges Bank, has appeared to acquire 1.09% of the Socimi; Man Group, one of the largest hedge funds in the world, has bought 1.27%; and Kite Lake Capital Management has purchased 1.56%.

Blackstone’s takeover bid for 100% of Hispania at a price of €17.54 per share means that it is valuing the Socimi at €1,905 million. Hispania used to have a market capitalisation of €1,903 million and its shares closed trading on Friday at a price of €17.68 per share, slightly above the takeover price.

After Blackstone launched its takeover, Hispania’s Board of Directors engaged Goldman Sachs, UBS and JPMorgan as financial advisors and Freshfields and Uría Menéndez, as legal advisors, to analyse the terms of the offer and look for alternatives.

Expressions of interest

In a conversation with analysts in May, during the presentation of the group’s results, Cristina García-Peri, Director-General of Hispania, classified Blackstone as a “plausible” buyer, but she emphasised that other investors have been “very interested” in the Socimi and its hotel portfolio.

The American investment fund’s offer, whose brochure is pending approval by Spain’s National Securities and Markets Commission (CNMV) is conditional upon obtaining at least 50% plus one of the shares in Hispania. Moreover, the takeover is subject to a clause that prevents the sale of assets for an aggregated transaction value of more than 5% of the NAV (net asset value) (…).

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Goldcar’s Founders’ Socimi Earns €4.4 Million in 2017, Up 45%

27 March 2018

Trajano had a turnover of €18.7 million in 2017, double that in 2016. Its asset portfolio already has a value of 326 million euros.

The Alcaraz brothers’ socimi is on the right track. Trajano Iberia Socimi, managed by the real estate investment division of Deutsche Asset Management, closed 2017 with a net profit of 4.4 million euros, increasing its year-on-year profit by 45%, according to the company’s disclosure to the Alternative Stock Market (MAB).

The Alcaraz brothers, the founders of the Goldcar vehicle leasing company, hold a 10.5% stake in the publicly listed company. The socimi closed last year with a gross operating profit (EBITDA) of 12.6 million euros, twice the amount in 2016.

Trajano’s gross asset value in portfolio (GAV) rose to 326 million euros in 2017, while the net value (NAV) reached 12.5 euros per share, an increase of 25%.

After its acquisition of the Alcalá Magna shopping centre in February of last year, the socimi is one hundred percent invested. The company currently has five “maximum quality” operating assets, with a leasable area of almost 151,000 square meters and an occupancy rate of 98%.

In addition to Alcalá Magna, the company manages the following assets: Parque Logístico Plaza in Zaragoza; the Echevarría building in Bilbao; the Nosso shopping centre in Vila Real, Portugal; and the Isla de Manoteras business park in Madrid.

The company’s net financial debt on the value of its assets amounted to 138.7 million euros at the end of 2017, a figure significantly higher than the 42.1 million euros on December 31, 2016.

Original Story: EjePrime

Translation: Richard Turner

Metrovacesa Will Ask Investors for c. €850M in February Stock Market Debut

27 January 2018 – El Español

The real estate stalwart Metrovacesa is going to return to the stock market on 5 February, as it marks the centenary of its constitution in 1918, albeit with some misgivings.

In particular, concerns have arisen regarding its valuation of almost €3 billion for a company that, as sources at Bankinter say, “is currently in the initial phase of growth” and which has limited forecast revenues for the next few years from the sale of very few apartments.

Moreover, even the company itself acknowledges that it will not be in a position to hand over 5,000 homes per year until 2021 – which will allow it to generate a turnover of more than €1 billion – which means that the €500 million from the sale of land will become its main source of income for the next few years.

Income and dividends will have to wait

Nevertheless, and despite this acknowledgement of an initial shortage in terms of revenues and that no dividend will be distributed until 2020, nobody doubts that institutional investors will be willing to contribute approximately €850 million – equivalent to 30% of the property developer’s share capital – which the two shareholders, Banco Santander and BBVA, will put on the market.

In general, and barring exceptions such as those described by Bankinter, the consensus of the analysts is not worried about the continuation in Metrovacesa’s capital of Santander, with 50% and BBVA with 20% – they represent a valuable guarantee.

The pull of the expansive real estate cycle

Also working in favour of the return of the property developer to the stock market is the expansion of the real estate cycle, which in 2017 led to the stock market debuts of Neinor and Aedas, the first two companies from the sector to list in ten years following the burst of the real estate bubble.

The weight of the opposing positions held by analysts will determine the price at which the shares end up trading; the range has been set at €18 – €19.50. If, like in the case of Aedas, investors put pressure for a debut at the lower end of the range, then the contribution necessary to acquire 30% of Metrovacesa will amount to €819 million. If the placement price comes in at the top end, investors will have to spend almost €890 million.

This range implies a premium over the firm’s net asset value (NAV) of up to 9.6%, lower than that of the recent IPO of Aedas, another real estate company that is languishing on the stock market, below its placement price, after its stock market debut was affected by the Catalan crisis.

Not very significant starting numbers

With what numbers is Metrovacesa returning to the stock market? Not very significant ones, it seems. During the 9 months to 30 September, according to the brochure filed by the real estate company with the National Securities and Exchange Commission (CNMV), the firm’s turnover amounted to €18.88 million, split between €15.62 million from the sale of homes and €3.22 million from the provision of services to third parties. That turnover figure left it a gross margin of almost €4.27 million, after deducting associated costs of €14.62 million.

At the end of the third quarter, Metrovacesa’s stock – land, developments (in progress and completed) – amounted to €1.63 billion. Almost all of that balance was land (…).

The real estate company will make its stock market debut with around 2,300 homes under construction, to hand over between 2018 and 2020, for which it held sales commitments with clients amounting to almost €75 million, according to data as at 30 September 2017 (…).

In theory, the objective is to divest some of its land between 2018 and 2019, worth around €500 million or more if the current demand continues to grow.

To achieve this, Metrovacesa needs to generate value from these plots and turn them into buildable sites. An expensive business, in certain cases, for which the real estate company received a financial injection of €275 million just over a month ago. Unlike Aedas and Neinor, whose plots are ready to be built on immediately, 26% of Metrovacesa’s land portfolio still needs to be urbanised, or, worse, is still classified as non-developable (…).

Original story: El Español (by Juan Carlos Martínez)

Translation: Carmel Drake

Lar España Puts Assets Worth €380M up for Sale

2 December 2017 – Expansión

After more than three years of actively making purchases, Lar España, the Socimi in which Pimco holds a stake, is entering a new phase. The firm, which presented the pillars of its 3-year business plan to analysts on Friday, announced that it is going to put assets worth €380 million up for sale. It expects to use the resources to distribute dividends, gain financial muscle to continue with the retail developments already underway and take advantage of potential purchase opportunities.

As part of this process, Lar will sell off its entire office portfolio, comprising four buildings, three in Madrid and one in Barcelona, worth €170 million in total. In September, the company sold one property located at number 336 Calle Arturo Soria (pictured above) to Colonial for €32.5 million.

To this figure, Lar España will have to add the €110 million that it expects to raise from the sale of its stake in the luxury housing development Lagasca 99, which it owns jointly with Pimco. The companies, which have already sold more than 70% of the development, plan to hand over the homes during the second or third quarter of next year. Moreover, the group plans to sell non-strategic assets, as well as those that have completed their cycle of maturity in the portfolio, for another €100 million.

In parallel, the group explained its investment plans for the assets in its portfolio. The firm is going to spend €247 million on capex. Of the total, 80% will be allocated to some of the retail developments underway, such as Vidanova Parc (Sagunto), which will open its doors in 2018 and Palmas Altas (Sevilla), which will be launched in 2019. The remaining 20% will be used to renew its existing asset portfolio.

In terms of new investments, the company has identified purchase opportunities amounting to €220 million in total and is already analysing almost 115,000 m2 for a number of operations, all retail spaces. Lar plans to close the year with assets worth €1.5 billion, of which 73% correspond to shopping centres.

In terms of the relationship with its manager, the President of Lar España, José Luis del Valle, expects to renew the contractual relationship with Grupo Lar, which is due to end in 2019. “They have been willing to adapt the contract to the development of the company and the markets”, said the group’s President. Last year, Lar’s managers agreed to lower their variable salaries and assume the difference between the share price on the stock market and the NAV, in an attempt to calm criticism from several investors.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Colonial Increases Its Stake In Axiare To 29% & Launches Takeover Bid

13 November 2017 – Inmodiario

Colonial has acquired an additional 13.3% stake in the share capital of Axiare from some of the company’s former key shareholders, including 9% from Pelham Capital. Moreover, it has formulated a voluntary takeover bid for the remaining 71.4% stake in “Axiare Patrimonio Socimi, S.A.”. The consideration on offer consists of a cash price of €18.50 per share and is subject to Colonial acquiring a stake that represents no less than 50% plus one share of the total share capital of Axiare.

Colonial, which first acquired shares in Axiare just over a year ago with the purchase of 15% of the company’s shares, plans to close the operation during the first half of 2018. The offer price represents a premium of 13% above Axiare’s current share price and 21% above the most recent NAV reported in June 2017.

A Spanish giant worth €10,000 million

With this operation, Colonial would consolidate is position as one of the leading European platforms in the prime office market in Paris, Madrid and Barcelona. Axiare’s portfolio, comprising 74% offices and with 77% of the portfolio located in Madrid, clearly complements the strategy to develop the location and characteristics of Colonial’s asset portfolio.

“This operation continues Colonial’s path of growth and consolidates its leadership position as one of the leading European real estate companies with a great capacity to generate real estate value”, explains Juan José Brugera (pictured above, right), President of Colonial.

The acquisition of Axiare would allow the entity to add €1,710 million in value to its existing portfolio, whereby taking the total asset value to €10,000 million. The resulting portfolio would span an operating surface area of 1.7 million m2, plus 330,000 m2 under development. Colonial, which currently holds a portfolio comprising solely office buildings, 75% of which are situated in prime locations and 97% of which are occupied, would whereby accelerate its commitment to the market in Madrid, where the entity would have a portfolio of office buildings worth €2,600 million.

Following the operation, the exposure to Spain, which currently accounts for 31% of Colonial’s asset value, would increase to represent 42% of the total. The entity’s combined portfolio would have 58% of its value located in Paris, whilst the office portfolio in Madrid and the portfolio of assets in Barcelona would represent 27% and 10%, respectively.

Seizing the optimal moment in the market

Combined, the two portfolios would generate forecast turnover of €350 million, based on the current asset base in each case. Plus, revenues from the potential to generate future income from the various value-added and renovation projects underway by both companies would also have to be added to that figure. Those projects are mainly focused on the market in Madrid and could increase the combined entity’s forecast rental income to €470 million (…).

Full financial backing

The operation is being financed in its entirety by JP Morgan through a bridge loan, which includes capital underwriting (…).

Ramón y Cajal are Colonial’s legal advisors.

Original story: Inmodiario 

Translation: Carmel Drake

Mirabaud: Concerns Grow Regarding Socimi Corporate Governance

2 February 2017 – Expansión

Under the magnifying glass / Remuneration systems based on asset values, such as those used by Merlin and Lar España, have been criticised in the market, above all given that these real estate companies are not actually performing that well on the stock market.

(…). Last summer, some critical voices began to be heard, when Metagestión, a Spanish investment firm, lashed out against Lar’s remuneration scheme. Now, a report from Mirabaud about the real estate market and, specifically, about the Socimis, openly states that “corporate governance is still a problem in the sector”.

In addition to Lar España, the report analyses Hispania, Axiare and Merlin Properties. The analysts express their “concern about the high incentives that the real estate companies have to grow, regardless of the conditions in the market”. Mirabaud’s financial experts explain that “on the basis of conversations that we have had with several experts, there is growing discomfort regarding the corporate governance of Spain’s real estate companies”.

Variable bonuses

Socimi’s are managed in one of two ways: internally, when the management team forms part of the Socimi, such as in the case of Merlin and Axiare; and externally, where the management team forms part of another company, which in turn manages the Socimi, such as in the case of Lar España and Hispania, which are managed by Grupo Lar and Azora, respectively. Irrespective of this management structure, the remuneration that the directors receive can also take two forms.

On the one hand, the directors may receive a management fee by way of fixed or basic remuneration. Then, they may be assigned a bonus over the medium or long-term, on the basis of various parameters. As a general rule, the benchmark used is the evolution of the net value of the assets under management, excluding capital increases. This bonus is known as a performance fee and it is what is concerning investors the most. In some cases, these fees are received through a share delivery program.

One of the most talked about aspects is the basis upon which this incentive is calculated, namely: the growth in the asset value of the company (NAV), given that this is conditioning the market and forcing companies to carry out capital increases to continue buying assets. With the exception of Axiare, “the other real estate companies under analysis all carried out capital increases in 2016” explain the analysts, who add that, in the majority of cases, the operations that were performed were “debatable”. (…).


In the case of Hispania, the incentive is not linked to NAV, but instead to the volume of profits recorded and distributed to the shareholders as cash flow. “Everything seems to indicate that the incentives will remain at similar levels and will continue to be paid until 2020, but their calculation will have to be adapted to reflect an operational company, which means that they will have to be linked to the NAV or the share price. We think that it is very likely that the incentives will have to be provisioned for once the company no longer has a clear settlement date”, states the report from Mirabaud.

The latent criticisms have emerged at a time when, despite the fact that the Socimis have expanded their portfolios, their performance on the stock exchange has been mediocre to say the least. With the exception of Axiare, the other large Socimis have been trading below their maximum share prices for the last year and a half. As such, between 2014 and the first half of 2016, the net asset value (NAV) by share had decreased in the case of Lar and Merlin (by -15% and -1%) and had grown very modestly in the case of Hispania (14%), compared with that of Axiare (30%) and other groups in the sector, such as Colonial (43%).

Original story: Expansión (by M.Á. Patiño and R. Arroyo)

Translation: Carmel Drake

Socimi Trajano Iberia Launches €47.2M Capital Increase

7 September 2016 – Expansión

The Socimi Trajano Iberia, which is listed on the MAB and managed by the real estate investment division of Deutsche Asset Management, is going to carry out a capital increase amounting to €47.2 million, with the aim of raising new funds to allow it to continue to benefit from the real estate cycle in Spain and Portugal.

The Socimi, which expects to have invested all of its initial funds (€182 million) by the end of this year, is on the look out for new investment opportunities.

On 14 June, Trajano approved a capital increase amounting to a maximum of €47,238,400, through the issue and placing into circulation of 4,723,840 new ordinary shares at €10/share, which represents a discount of 6% on the company’s current share price (of €10.65 per share) and 5% on its latest NAV, published at the end of 2015 (of €10.52 per share).

Trading of the subscription rights is expected to begin on 12 September and the preferential subscription period will last for one month.

The Company’s Board of Directors has ratified its plans to participate in the increase covering at least 58% of the maximum amount, which will amount to €27.5 million.

The team responsible for Deutsche Asset Management’s real estate division in Spain and Portfolio has undertaken transactions amounting to almost €1,000 million over the last 15 months and currently has a portfolio of assets under management amounting to around €1,300 million. To date, the Iberian portfolio comprises 17 real estate assets: 7 shopping centres, 7 office buildings and 3 logistics assets, with a combined leasable surface area of around 400,000 sqm.

Original story: Expansión

Translation: Carmel Drake

Deloitte: Hispania & Lar Are The Most Profitable Socimis

7 June 2016 – El Confidencial

They have been accused of: buying up assets expensively, skewing the market by paying stratospheric prices, heating up the market on its way to recovery, when it still needs time for supply and demand to adjust…the Socimis have been accused of many things, but for all their successes and failures, the reality is that they are all managing to generate more profitability than other types of investments, such as fixed and variable income, with average operating yields (net gain over initial investment) of between around 4% and 6%.

And the story goes on and on, because if we add to those figures the fact that Socimis have an easier time when it comes to obtaining financing from financial institutions – they are being offered spreads of just 1.5% – such as in the bond market – an area that several Socimis (Colonial, Merlin and Lar) have already ventured into and which Hispania hopes to explore soon, – the final yield on their investments will amount to 10%-11%.

A recent study by Deloitte, which was published last Wednesday in the Foro MedCap organised by the Spanish Stock Exchange and Markets (BME), highlights the success that these investment vehicles are enjoying, after it has analysed the gains that they are making on their investments from several perspectives. As the table in the article shows, Hispania and Lar España are, in that order, the two companies that are achieving the highest operating returns in the sector with respect to their initial investments.

Colonial, the only large listed Spanish real estate company that has not adopted the Socimi structure yet because it has tax credits from prior year losses, appears slightly behind, with an operating yield of 3%. But as Alberto Valls, Partner of Financial Advisory at Deloitte, explained, this figure is distorted by the high weight that Colonial’s French subsidiary SFL has in its portfolio. SFL is an authentic jewel in the crown of this group but because it focuses on the high-end office market in Paris, it offers lower yields in exchange for holding better assets and it does not include the exchange operation with Finaccess, which the Group will approve on 28 June.

The other side of the coin: the stock market.

Merlin, Colonial, Hispania, Axiare and Lar have an aggregate net asset value (gross value less debt) of €7,576 million, in line with the combined market value of these companies, which stands at €7,655 million. Nevertheless, if we look at each company in detail, we see that Axiare is the Socimi that has managed to best to gain the trust of investors, listing as it does with a discount premium on its NAV of 11.5%, followed by Colonial, with a discount premium of 8%. In exchange, the stock market value of Lar is 8% lower than its asset value, a difference which amounts to -3.5% and -1.5% in the cases of Merlin and Hispania, respectively, figures that indicate that those companies still have some way to go on the stock market.

Despite that punishment, if we compare the evolution of these companies on the stock market over the last two years (all of these Socimis debuted on the stock exchange in 2014) with the performance of the Ibex, we see that, according to Deloitte’s report, whilst the sample of companies increased their values by 18%, Axiare’s share value rose by 34%, Hispania’s by 22%, Merlin and Colonial by 18%, and Lar by 6%. Despite this improved behaviour, the Spanish companies in the sector are lagging behind their European counterparts, given that the EPRA index, which groups together the main real estate companies in Europe, reported an (average) increase of 23%, exceeded only by Axiare.

From this international perspective, the experts agree that, far from heading for another (real estate) bubble, there is still a long way to go in our country and that the phenomenon unleashed in the last two years with the eruption of Socimis in the stock market, is also being experienced in other countries, encouraged by the real estate recovery, surplus liquidity and the need to find returns of around 4% with controlled risks in a zero and negative interest rate environment. (…).

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake

Listed RE Companies’ Values Soared By 30% In 2015

29 March 2016 – El Confidencial

(…). Colonial, Merlin, Hispania, Realia, Axiare and Lar, the six largest listed RE companies (in Spain), have been the drivers of the recovery that maligned the property sector until recently and, they are also, the major beneficiaries of the recent change of pace.

During the last year, these companies have been the value of their assets soar by between 25% and 30%, depending on whether one looks at their gross asset value (GAV) or net asset value (EPRA NAV). Although this spectacular rate of growth has been driven in large part by the commitments made by these companies to the recovery of the sector, in the form of lots of purchases, the data also reflects an improvement in the underlying valuations of many of their assets.

That positive trend has been felt most acutely in the segments in which these companies mainly operate, in other words, in the office, hotel and shopping centre segments, as well as the logistics business. By contrast, the residential and land segments have barely entered the portfolios of these companies.

As the table in the original article shows (see link below), the GAV or market value of the real estate investments made by these six companies increased by 25.7% last year, an improvement that in the case of Colonial was also seen in its stake in the French firm SFL, in the case of Merlin, in the purchase of Testa, and in the case of Hispania, in a leap driven by the consolidation of its hotel Socimi Bay, whilst in the case of Axiare and Lar (the latter publishes fair values), the figures simply reflect the high investment rate recorded last year.

But if we take the EPRA NAV as the reference indicator, which reflects the net value of the assets, in other words, which discounts the debt and excludes certain concepts that are not expected to materialise with certainty, we see that the improvement in valuations is even greater, reaching almost 30% on average (in the case of Realia, the NNAV value has been taken as that was the figure published).

Neverthless, this increase in asset values has not been reflected in the same proportion in the share prices of the companies. Although all of them recorded increases last year, and important milestones were reached, such as Merlin’s incorporation into the Ibex 35, the improvement in share prices fell a long way below the variations in the value of their assets.

Stock market

The company that performed best on the stock exchange last year was Realia, whose share price shot up by 49%, thanks to the takeover war between Carlos Slim and Hispania to take control of the company. Despite losing the battle, the Socimi led by Concha Osácar and Fernando Gumuzio was, alongside Axiare, the next best performer on the stock market, closing 2015 with an increase of 20%; whilst the company led by Luis López de Herrera Oria recorded an increase of 21.9%. Meanwhile, Colonial’s share price rose by 16.3%; Merlin Properties was up by 15.1% and Lar España’s rose by 3%.

Nevertheless, most of those gains have evaporated already this year, as the real estate companies have also suffered from the poor start to the year that has been seen on stock markets around the world. Almost all of them have recorded share price decreases during the first quarter, the only exceptions being the company led by Pere Viñolas, which has risen by 4.6%; and Realia, whose share price is being driven by a second takeover bid from Slim, and by the demands from Polygon to increase his offer of €0.80 per share. (…) According to the company’s own annual report, its NNAV per share amounts to €1.20.

Original story: El Confidencial (by R. Ugalde)

Translation: Carmel Drake