Tag: quorum

Colonial Will Increase its Share Capital by €180M to Finance Merger with Axiare

21 April 2018 – Expansión

The merger between Colonial and Axiare is moving ahead. The Socimi chaired by Juan José Brugera is expected to approve a capital increase at its next General Shareholders’ Meeting, scheduled for 24 May, to absorb the 13% stake in Axiare that it does not control yet. The capital increase will take place through the issue of 19.27 million new shares, which at current prices corresponds to a monetary value of around €181 million.

On 10 April 2018, the Boards of Directors of Colonial and Axiare approved the project to merge the two Socimis, which will give rise to a real estate giant with a portfolio of assets worth around €11 billion, which will place the new group very close to its rival Merlin, with assets of €11.254 billion.

This operation will go ahead after Colonial successfully completed its takeover of Axiare in February to acquire 87% of its share capital. The operation will involve the termination due to dissolution of Axiare and the block transfer of the Socimi’s assets to Colonial.

According to the approved exchange ratio, each existing shareholder of Axiare will receive 1.8554 shares in Colonial. To this end, the Catalan real estate company will submit to a vote by its shareholders the issue of a maximum of 19.27 million new ordinary shares with a nominal value of €2.50 each to pay for the merger exchange.

This operation will also be subject to a vote by the shareholders of Axiare, whose General Meeting is due to be held on 25 May on the first call and on 28 May on the second call, if the necessary quorum is not reached on the first call.

New Board

The items on the agenda for that General Shareholders’ Meeting include the appointment of Javier López Casado as a proprietary director, as a representative of Finaccess, which will then have two representatives on the Board after taking control of 18% of the group’s share capital. In this way, Axiare’s most senior governance body will comprise 11 members: four independent directors, two executive directors and five proprietary directors – two to represent the sovereign fund of Qatar, two to represent Finaccess and one to represent the Colombian firm Santo Domingo-.

On the other hand, Colonial is going to approve the distribution of a dividend amounting to €0.18 per share, up by 9%. The company is thus going to increase the remuneration to its investors with a third dividend payment after recovering it in 2016, following ten years of not paying the shareholders anything.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

BBVA & Ortega Will Need To Reach An Agreement To Sell Occidental Hoteles

9 March 2015 – Expansión

BBVA is the primary shareholder in Occidental. Through a number of investment companies, the bank controls 57.53% of the chain.

Amancio Ortega, the owner of Inditex, holds a 23.62% stake through his investment company Partler 2006. The other shareholders together control less than 20%.

The shareholders of Occidental Hoteles return to the market in search of a buyer, after the transaction with Barceló failed in December. Disagreements over price will be key to the divestment. (…). The investor duo, which together own more than 81% of the company, are again looking for a replacement. (…).

Plan

In 2007, the partners acquired Occidental from Mercapital and La Caixa for €700 million, including a debt of €229.5 million. The owners planned to invest €340 million to grow the chain and convert it into a world leader in the leisure segment, but that was suspended due to the economic crisis.

Over time, Occidental became a non-strategic investment and after restructuring the business and refinancing its debt in 2013, BBVA and Ortega launched a process to sell their stakes at the beginning of last year. (…)

According to sector sources, BBVA and Ortega were trying to sell at a price in line with what they paid eight years ago, however the offers they received included discounts of between 40% and 50%, given the investment required in Occidental’s hotels. At the last minute, an agreement with Barceló and CPG fell through; according to terms of the alliance between the two parties, the fund was going to assume the financial outlay and Barceló was going to take over the management of the hotels.

Given the situation, the shareholders of Occidental decided to suspend the process, although they are now resuming their search for candidates. And that is where the discrepancies arise over how to execute the divestment.

Ortega, who put an end to his adventure with the NH Hotel Group a year ago, is keen to accelerate his exit from Occidental, whose value may well decrease over the medium term, since there is no plan in place to allow it to keep growing. Meanwhile, BBVA is more reluctant and has put a (price) limit below which it is not willing to divest. Both investors have signed an agreement, which means that they will study any offers they receive.

The problem is that sooner or later, they will have to reach a consensus, since an agreement exists between the shareholders that links the approval of agreements in meetings to a favourable vote of at least 51% of the voting rights of Occidental.

Moreover, on an exceptional basis, for matters such as the appointment of the chairman, a minimum quorum of 66% is required. (…)

The hotel chain has now started to modernise its portfolio, which includes 13 hotels, most of which it owns. In recent years, Occidental has significantly reduced its portfolio – when BBVA and Ortega acquired their stakes, the group had 80 hotels and 18,500 rooms.

Original story: Expansión (by Yovanna Blanco)

Translation: Carmel Drake