Axiare Launches €96M Accelerated Capital Increase

8 March 2017 – Expansión

Late Tuesday, Axiare Patrimonio launched an accelerated capital increase, aimed at qualifying investors, which will see it issue securities representing 10% of its share capital and worth €96 million, according to a statement made by the Socimi.

The operation will result in the dilution of the 15% stake that Colonial holds as the Socimi’s largest shareholder, given that the operation will be carried out without any preferential subscription rights, in other words, without reserving any of the securities for Axiare’s current investors.

In addition, the placement firms behind the operation have been entrusted with the job of “making a selection” from amongst the requests for new shares that they receive from investors, before awarding the new securities.

Colonial’s investment has never been welcomed by Axiare, which regards Colonial as a competitor. In addition, following the real estate company’s entry into its share capital, the Socimi’s Board of Directors engaged independent legal experts to “analyse the different consequences that this operation could have for the Socimi”.

Nevertheless, Axiare is adamant that the aim of the capital increase is to raise funds to buy new buildings, which it will add to its real estate portfolio in the short term, as well as to incorporate new investors into the business, expand its free floating stake and increase its liquidity.

By virtue of Axiare’s capital increase, it will issue 7.19 million new shares, equivalent to 9.99% of the Socimi’s current share capital, worth €95.9 million on the basis of the company’s current market prices. The firm closed trading on the stock market on Tuesday at €13.350 per share.

Financing new asset purchases

The Socimi led by Luis López de Herrera-Oria is looking to raise funds to undertake new property purchases and whereby continue to increase its portfolio, despite the fact that so far this year it has already closed three acquisitions for a combined total of €140 million.

Currently, Axiare owns a real estate portfolio worth €1,400 million, of which 74% comprise office buildings.

Nevertheless, the Socimi is currently analysing potential asset purchases worth €1,100 million, of which properties worth around €400 million worth are in advanced stages of negotiation and are close to being acquired.

Original story: Expansión

Translation: Carmel Drake

Paralysis In Trading Amongst The MAB’s Socimis

17 January 2017 – Idealista

The Alternative Investment Market (MAB) has become the catapult for many small Socimis – the real estate investment vehicles that are obliged to debut on the stock market to maintain the tax benefits that they enjoy.

Currently, this platform is home to 28 such companies, of which 17 debuted during 2016, however, not all of them are attracting the attention of investors. What’s more, one in five is trading today at the same price per share at which they debuted and some of them haven’t registered any movements in their share prices at all, which means that they are not being traded.

Examples include some of the most recent companies to debut. One of them is Inmofam 99, a Socimi that has 10 commercial and residential assets in its portfolio, which is owned by the Hinojosa family, the founder of the Cortefiel textile group. It debuted on the MAB on 21 December 2016 at a price of €17.60 per share and it is still trading at that price almost one month later, according to data from BME, the company that manages the Spanish stock market.

The same is happening with RREF II Al Breck, which debuted on the MAB on 30 November 2016, at a price of €5.40 per share, the same price at which it is currently trading. This Socimi, controlled by a company headquartered in Luxembourg, is the owner of almost 700 assets, mainly homes located in Madrid, although it also owns retail premises, one office and several storerooms, garages and basements.

Another Socimi that finds itself in the same situation is Euro Cervantes, a company that holds two investment stakes in its portfolio: one 30% stake in GMP, the owner of homes, offices and land, and one 49% stake in La Maquinista shopping centre, the largest in Barcelona. This vehicle is owned by the Government of Singapore and has been trading at €31 per share since 22 September 2016.

Corona Patrimonial and Heref Habaneras are also experiencing very similar situations. (…).

These five Socimis together have a combined market value of €353.8 million, a figure that increases to more than €900 million in we include Zambal Spain, which has also been having a tough time. This vehicle, which owns several offices and retail premises, whose tenants are giant businesses operating in Spain, has been trading for almost 14 months (it debuted on the MAB on 1 December 2015…). It is currently trading at €1.24 per share, the same level at which it debuted, although its shares have been traded significantly. During its first month on the market, the company moved 10,000 shares and €13,000, whilst during 2016 as a whole, it moved half a million in both shares and cash. (…).

Trading plummets during first fortnight of 2017

A certain degree of apathy is being observed amongst the Socimis on the MAB in these early stages of the year. Some other vehicles should be added to the list above, including Corpfin Capital Prime Retail, Fidere Patrimonio, GMP Property, Hadley Investments, Inversiones Doalca and Mercal Inmuebles. In fact, of the 28 Socimis trading on this platform, only five have been traded, to a greater or lesser extent, during the first fortnight of January.

The most liquid of all of them is Entrecampos Cuatro, the first Socimi to debut on the stock market (back in November 2013) and whose portfolio mainly contains homes, premises, offices and land. In two weeks, this vehicle has seen 188,000 shares traded for €350,000.

The second most liquid has been Trajano Iberia…with 9,000 shares traded for €91,000. It is followed by the office specialist Autonomy Spain Real Estate (3,000 shares traded for €51,000); Vbare Iberian Properties (2,000 shares traded for €32,000); and Optimum RE (€3,000 traded). The latter two hold homes in their portfolios.

As such, and despite the fact that investors do not normally back Socimis on the MAB (because they are smaller entities with less liquidity…), it is true that we have found some companies that have managed to increase their value by double digits since they debuted on the platform, such as Entrecampos and Optimum, which are amongst the few that have seen movement in their shares during the first two weeks of the year.

Original story: Idealista (by Ana. P. Alarcos)

Translation: Carmel Drake

Amendment To Insolvency Law Creates “Bonkers Rule”

24 April 2015 – Expansión

The latest amendment to the Spanish Insolvency Act (Royal Decree-Law 11/2014, dated 5 September) has totally changed the rules of the game for investors in distressed debt.

Although it has gone relatively unnoticed amongst other novelties that have grabbed the attention of scholars (such the new cram-down majorities or the special provisions in the transmission of business units), the new rule to calculate the value of securities over the assets of insolvent companies is of great importance for the debt business.

Pursuant to this new rule, securities (basically mortgages and pledges) will no longer cover the initially agreed amounts in insolvency proceedings in those cases in which the receiver’s report had not been issued when the reform entered into force. The “privileged credit” is now capped at the (current) fair value of the collaterals, reduced by 10% to cover foreclosure expenses, minus the amount of any higher-ranking debt.

The new rule, without clear precedents in the main jurisdictions of our legal environment, has been received in some cases with suspicion and in others with shock by top foreign firms with ambitious investment projects in distressed debt. Especially by private equity funds and investment banks having set their sights on portfolios of secured debt owned by financial entities that need to “clean up” their balance sheets and reduce their exposure to the real estate sector (eg. Sareb); transactions that generally have a strong insolvency component. It is also a disincentive for the players of the incipient “direct lending” industry, the most genuine expression of the “shadow banking” phenomenon. These players are thus pushed to request additional guarantees or higher interest rates for refinancing (in a sector with a high cost of capital per se). With financial models ready and binding offers filed, such last-minute surprises are not welcome by potential new lenders. Certain City executives have baptized the amendment as the “bonkers rule” (“regla de locos”), and expressed their wishes for the Government to stop moving the goalposts during the game. As Ignacio Tirado ironized in Expansión (“Trotski y la reforma concursal”, 13 November 2014), it looks like there is a Trotskyist hiding among the Government’s ranks, because of the “permanent revolution” theory being applied to the Insolvency Act.

Leaving the pure economics and irony aside, it is shocking from a legal standpoint that a cornerstone of real estate law such as mortgage liability (with Registry publicity versus third parties) loses all effectiveness upon the filing for insolvency. We are aware that Insolvency Law is a law of exception, which requires a balancing of interests, but we do not believe that choking half a dozen basic tenets of mortgage law for the sake of the utopian “par conditio creditorum” principle (“all creditors should be treated equal”) contributes to enhance payment to creditors, or the continuity of the debtors’ business. On the contrary, it impairs the legitimate expectations of creditors to protect their claims, it contravenes the basic rules of legal certainty (Article 9.3 of the Spanish Constitution) and creates instability by giving rise to interpretative and transitory right issues.

The constant amendments to the Insolvency Law (two on average per year from its entry into force on 1 September 2004), including material changes such as the one we have analyzed, give an image of a fluctuating legal system, always a step behind economic reality, driven by the unchanged and stubborn percentage of companies that end in liquidation. No one has thought that the key could be to facilitate their recapitalization; not to put spokes in the wheels of investors.

Royal Decree-Law 11/2014, together with the so-called “second opportunity law”; RDL 1/2015, are being processed as new draft bills (“proyectos de ley”), so they are subject to new amendments. Maybe it would be a good idea to listen to the market and that legal certainty prevails over a questionable “insolvency justice”. Especially when two core objectives for economic recovery are at stake: attracting foreign capital and cleaning up banks’ balance sheets.

Original story: Expansión (by Antonio García García)

Translation: Dentons