Tag: shareholders’ meeting

San José Will Surrender 35% Of Its Capital If It Fails To Repay Loan

25 June 2015 – Bolsa Manía

San José will surrender shares representing up to 35% of its total capital to a group of six banks to repay a €100 million loan, in the event that it fails to repay said loan before its maturity date in October 2019.

The entities that have signed this loan agreement are: Banco Popular, Barclays Bank, Bank of America Merrill Lynch, Deutsche Bank, Sareb and KutxaBank.

To this end, San José’s shareholders’ meeting has approved the issue of “warrants” in favour of these entities. These warrants are securities that include the option to subscribe to shares in the company to offset any debt.

The loan linked to these warrants is one of the tranches that San José restructured after it reached a refinancing agreement at the beginning of the year. This agreement already required the surrender of its entire real estate division to the banks to repay the majority of its liabilities (€1,329 million).

The rest of the debt (€297 million) was divided into three tranches, one of which provides for the repayment of the liability in the event of non-payment of the loan on the maturity date, in four years time.

San José subjected its refinancing agreement to a judicial homologation process, in order to extend the agreement, reached with the majority, to all of its creditor entities.

Thus, Sareb and KutxaBank are included in the agreement and will have “warrants” even through they rejected the restructuring agreement, according to the shareholder documentation provided by the construction, services and renewable energy group.

New growth phase

In its presentation to shareholders, San José said that this refinancing agreement adapts the maturity dates to the cash flow streams and provides the company and its subsidiaries with sufficient financing lines to properly perform their activity and embark on the new growth phase.

The company highlighted the increase in its international business, which now accounts for more than half (59%) of total revenues, and the prevalence of its non-residential construction works, which dominate 87% of the business.

The shareholders of the company led by Jacinto Rey also agreed to appoint José Manuel Otero Novas as an external director of the company.

Original story: Bolsa Manía

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

Sareb May Exchange Its €57.5M Debt In Realia For Shares

20 May 2015 – El Economista

Sareb may have the option to enter the share capital of Realia, with a maximum stake of 4.5%, through the exchange for shares of the equity loans (€57.5 million) that it holds with the real estate company.

Realia will request authorisation at its next shareholders’ meeting to undertake the necessary capital increases in the event that the ‘bad bank’ decides to perform the operation.

It will undertake two capital increases, one amounting to €29 million and a second amounting to €28.9 million. In both cases, it will issue around fourteen million new shares at €2 per share, a price that almost triples (+185%) the current share price of the real estate company.

Shareholder

In this way, Realia will give the ‘bad bank’ another year to exercise its option to become a shareholder of the company. The institution will consider this possibility at a time when Realia is subject to two takeover bids (OPA), one by the Socimi Hispania and the other by the businessman Carlos Slim.

These bidders are waiting for Spain’s National Securities Market Commission (CNMV) to approve the second bid so that the acceptance period may begin.

Sareb’s equity loan in Realia was granted in September 2009, when the real estate company signed a €100 million loan agreement with its two then partners (FCC and Bankia), which each contributed 50% of the balance. FCC then exchanged its entire loan balance for shares in the company, converting it into the majority shareholder, with a stake of 36.8%, which it has already said it will not sell under either of the takeover scenarios.

Meanwhile, Bankia, which currently has an agreement to sell its 24.9% stake in Realia to Carlos Slim, transferred its share of the loan to Sareb in December 2012. The entity has not yet made any decision about the eventual conversion. Nevertheless, the financing is due to expire in 2016.

Of Sareb’s total loan amount, one tranche amounting to €29 million is “freely convertible” in nature, whilst the second tranche, amounting to €28.58 million, is “not freely convertible”, which means that the institution will have to decide between capitalising it or accepting a discount.

Slim’s arrival

Another item on the agenda at Realia’s shareholders’ meeting, which will be held on 22 June, is the ratification of the appointment of Gerardo Kuri as a Director – he is currently the Director General of Real Estate at Carso, one of Slim’s companies, as well as a Director of FCC and the CEO of Cementos Portland.

Slim appointed this spokesman and positioned him on Realia’s board, after he became the primary shareholder of FCC and that group decided to continue as a partner of the real estate company, but just days before the Mexican businessman launched his takeover bid for the company.

Realia will also ask its shareholders for approval, if they deem appropriate, of an increase in its share capital by up to half of its current size and to issue debt securities for a period of up to five years and for a maximum amount of €450 million.

Original story: El Economista

Translation: Carmel Drake

Lar España Distributes Dividend 10 Months After Launch

29 April 2015 – Cinco Días

The Socimi will rely on a possible extension or issue of promissory notes to raise funds.

It will also make purchases that will increase its asset volume to €800 million.

Yesterday, the Socimi Lar España held its first shareholders’ meeting, at the historical stock exchange building in Madrid, where a dividend of €0.033 was approved. The distribution will be made in cash within the next 30 days. Moreover, it ratified the company’s accounts to December 2014, which reported profits of €3.5 million.

During a session with journalists after the meeting, the managers of the Socimi, managed by Grupo Lar, welcomed the success. “It is noteworthy that after just ten months of operation, given that we launched the Socimi in March, and taking into account the initial costs, we have ben able to generate profits in the period to December and distribute dividends” said José Luis del Valle, Chairman of Lar España’s Board of Directors.

In addition, the shareholders’ meeting approved the authorisation (required) to issue debt securities (promissory notes) or increase capital by up to 50%, if necessary, which would result in new resources of around €200 million. “We are going to have to go to the market in the coming months”, admitted Valle.

Thus, Lar España joins other Socimis, such as Hispania and Merlin, which have already used the mechanism to increase their capital during their short lives. Lar España already launched a 7-year bond issue amounting to €140 million at the beginning of the year, which accrues interest at an annual rate of 2.90% and is listed on the Irish stock exchange.

Currently, the company has a margin of between €200 million and €300 million to invest in future agreements, according to its managers.

This type of listed real estate investment company has been operating in Spain since last year. They are listed vehicles, created for the acquisition and development of urban real estate assets for rental. They benefit from tax advantages and are obliged to distribute dividends.

The initial objective of this listed company was to secure real estate assets amounting to between €750 million and €800 million within its first 24 months of life, although the managers shortened those deadlines yesterday. “Our objective is to close the plan much earlier than expected”, said Miguel Pereda, CEO of the Grupo Lar.

Pereda explained that this listed vehicle has no intention of specialising (in a certain type of asset), but rather will seek to diversify in terms of its assets and geographical areas.

Original story: Cinco Días (by Alfonso Simón Ruiz)

Translation: Carmel Drake

Metrovacesa Approves Capitalisation Of €751M Loan

29 April 2015 – Expansión

The real estate company Metrovacesa, owned by Santander, BBVA, Sabadell and Popular, received the green light from its shareholders yesterday to convert a €751 million loan granted by three of its owner banks into equity.

Santander, the primary shareholder in Metrovacesa, which holds a 55.89% stake after it took over Bankia’s shareholding; BBVA, which owns 18.3%; and Sabadell, which owns 13.04%, granted a loan to the real estate company for €751 million in January. Now, the three banks have converted the refinanced loan into shares through this increase. Thanks to this transaction and the sale of its stake in Gecina, Metrovacesa has reduced its debt to €2,409 million, compared with the balance of more than €5,000 million that it accumulated last year.

In parallel to this transaction, a further increase has been agreed, through monetary contributions and pre-emptive subscription rights, for €0.9 million, aimed at minority shareholders.

At their meeting, the shareholders also approved the appointment of four new directors, which means that the management body will comprise 11 members. The new appointments include Rodrigo Echenique, Abel Matutes and Juan Ignacio Ruiz de Alda, representing Banco Santander and Manuel Castro, from BBVA.

Metrovacesa also approved its accounts for 2014. The real estate company reduced its losses by 50% taking its consolidated loss to €186 million compared to €349 million in 2013, according to sources close to the company. Meanwhile, the parent company recorded a loss of €21.6 million.

Original story: Expansión (by Rocío Ruiz)

Translation: Carmel Drake

Shareholders Expected To Approve Intu’s Purchase Of Land In Malaga

6 March 2015 – Expansión

The British property developer has called a shareholders’ meeting to approve (its construction of) one of the largest shopping and leisure complexes in Spain.

The company that owns Puerto Venecia in Zaragoza (pictured above) and Parque Principado in Asturias is going to construct its third shopping centre in Spain, if its shareholders approve the plans at their meeting on 15 April.

In a statement issued yesterday (Thursday) to the London Stock Exchange, Intu Properties announced its decision to exercise a call option to purchase 30 hectares of land close to Torremolinos (Málaga) for €37.5 million. The company has already invested €4.2 million preparing for the project and it may also buy another adjacent site for €4.8 million.

The vendor of the land in Málaga is the Peel Group, a company that holds a stake in Intu, and so the other shareholders should authorise the transaction at their meeting. Moreover, Peel has committed to investing the money it receives from the sale of the site in Málaga into shares in the company, which is listed in London.

If the agreement is approved, Intu will invest €450 million in the development of a new shopping centre between 2015 and 2018. Its objective is to obtain an annual return of 7% on this investment from the rental of shops and restaurants in the complex. Intu plans to look for partners to buy shares in the development company that will build the centre.

In addition to its shopping centres in Zaragoza and Asturias, and its project in Málaga, the Intu group is planning other developments in Valencia, Vigo and Palma de Mallorca. Intu’s share price rose by 1.1% in trading on the London Stock Exchange on Thursday.

Original story: Expansión (by R. Casado)

Translation: Carmel Drake