Tag: shares

Testa Becomes A Socimi & Puts Its Residential Portfolio Up For Sale

29 September 2015 – Expansión

The real estate company Testa is making progress with its integration with the Socimi Merlin Properties. Yesterday, the company held an extraordinary shareholders’ meeting to approve a change in the corporate structure of the real estate company into a listed real estate investment company (Socimi).

The decision comes after an agreement was made between Sacyr and Merlin in June to sell Testa for €1,793 million. Currently, the Socimi led by Ismael Clemente (pictured above) controls 77% of Testa’s capital and is expected to own 100% of the shares before the end of June 2016.

The Socimi-conversion will apply (retrospectively) from 1 January 2015, which means that Testa may benefit this year from the tax advantages afforded to this kind of company, although they have yet to be quantified.

At the meeting yesterday, the shareholders approved the appointment of Ismael Clemente as a Director of Testa; he currently also serves as the Chairman and CEO of Merlin Properties. In addition, Miguel Ollero, a Director of Merlin, was also appointed as an independent Director of Testa, following the resignation of Juan María Aguirre Gonzalo.

Following the entry of these two new Directors, Testa’s governing body comprises seven members, including the Chairman, Fernando Rodríguez Avial and the CEO, Fernando Lacadena.

Once the purchase of the whole company has been completed, the two companies will merge into a single Socimi. The new Merlin Properties will have assets worth around €5,000 million.

Having taken control of Testa, the Directors of Merlin have decided to divest the real estate company’s residential portfolio, which contains around 1,500 homes. They have engaged two consultancy firms to coordinate this process, which is expected to begin within two weeks.

Potential purchasers of the portfolio include other Socimis and investment funds.

In addition to the sale of this package of properties, which generates annual rental income of €10.5 million, Merlin has also announced that it will sell the portfolio of hotels currently owned by Testa, before the end of the year.

Merlin’s shares closed trading on the stock exchange yesterday at €10.72 per share, up 0.33%, taking its market capitalisation to €3,461.3 million, whilst the market capitalisation of Testa is €2,055.5 million.

Original story: Expansión (by Rocío Ruiz)

Translation: Carmel Drake

Lar Completes €134.9M Capital Increase

10 August 2015 – Expansión

The Socimi Lar España has completed a capital increase for 19.9 million shares, representing 50% of its capital, with demand exceeding supply by 9.2 times.

According to the company’s report to Spain’s National Securities Market Commission (CNMV), Lar España Real Estate’s shareholders subscribed 98.49% of the new shares during the preferential subscription period.

The Socimi has issued the shares with a nominal value of €2.00 and a premium of €4.76, and so has secured additional funding of €134.9 million in total, which it has earmarked for further investment.

During the preferential subscription period and the period for assigning additional shares, requests were received to purchase 183.5 million shares, however supply amounted to just 19.9 million shares.

The new shares will begin trading today (Monday 10 August 2015).

Original story: Expansión

Translation: Carmel Drake

The Experts’ Favourite Socimi: Merlin Properties

6 July 2015 – Cinco Días

With a market capitalisation of just over €2,100 million, Merlin Properties has become the largest listed company in the Spanish real estate sector. Following the clean up undertaken by the Spanish real estate sector during the years following the burst of the housing bubble in 2007, the Socimis have become the new players in the market. Socimis are required by law to distribute dividends amounting to at least: 80% of the net profit generated from their income; a minimum of 50% of the profits obtained from the transfer of property or shares (the remainder is devoted to other property or shares over a three-year term); and 100% of their capital gains, which guarantees that shareholders receive regular returns.

This special feature makes these instruments a good investment option, although only for investors that have a long-term view. In this context, of the nine Socimis that are now listed on the stock exchange (of which roughly half trade on the MAB)….Merlin Properties is the experts’ favourite. During its first year on the stock market, the Socimi’s share price rose by 21% and by the time it celebrated its first birthday on the Spanish stock exchange last month, Merlin Properties featured on the watchlist of ten analysts, most of which are major players in the market, such as UBS, Goldman Sachs, BBVA and Santander. All of them recommend that investors buy shares in the Socimi and they also assign a potential share price increase of more than 16%. (…).

One of the most important transactions that the company has undertaken in recent months has been the purchase of Testa for a consideration of €1,793 million, to be paid over a period of one year. The company led by Ismael Clemente reached an agreement with the construction company Sacyr to acquire its subsidiary in an operation that will be completed in successive stages, and must be finalised before 30 June 2016. As part of the first phase of this agreement, Testa’s Board of Directors has completed a capital increase, whereby Merlin Properties has taken control of 25% of the company.

Sabadell analyses the operation as follows, “Merlin believes it can achieve its target return of 10% p.a. with this investment and we agree. We expect Testa to perform positively over the next few years. The increase in the spread between real estate and sovereign yields (around 300 basis points) is positive for this asset”, says the firm, which has a target price for Merlin of €12.65 over the next 12 months and a “buy” recommendation. (…).

Another one of the most attractive aspects is the shareholders’ remuneration. The company has announced that it has the capacity to distribute dividends of a minimum of €60 million in 2015, which would represent an EPS of €0.30 per share after the increase and therefore a dividend yield of 2.6%.

Original story: Cinco Días (by Virginia Gómez Jiménez)

Translation: Carmel Drake

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

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

Uro Property To Launch For €259M On MAB Tomorrow

11 March 2015 – Expansión

Uro Property Holding, the real estate investment company (Socimi), whose primary shareholders are Santander, Atisha (the former Sun Group) and CaixaBank, will begin its journey on the Alternative Investment Market (Mercado Alternativo Bursátil or MAB) tomorrow.

In total, the company will start trading 2.59 million shares, at a starting price of €100/share, bringing its market capitalisation to €259.7 million. Based on this market value, Uro Property will be the largest company on the MAB, exceeded only by Gowex (€572 million), which was suspended from trading at the beginning of July after accounting regularities surfaced at the company.

Uro Property will hereby become the 27th company to list on the alternative market, which is aimed at small and mid-market companies.

PwC has acted as the auditor of the company, whilst Renta 4 has been the registered advisor and will serve as the liquidity provider in this IPO.

Uro, which will list (its shares) through a fixing procedure, whereby prices will be published twice a day – at 12:00 and 16:00 – owns 1,136 branches, which it leases to Santander. In 2013, its income from the rental of all of its real estate assets amounted to €125.9 million.

Original story: Expansión (by D.E.)

Translation: Carmel Drake

Up To 15 Socimis Are Planning To Go Public In 2015

12 February 2015 – El Economista

Since the first Socimi debuted on the stock exchange – Entrecampos was the pioneer at the end of 2013 – seven companies of this kind have now floated on the stock market. And according to Jesús González Nieto, the Vice-President and CEO of the Alternative Investment Market (el Mercado Alternativo Bursátil or MAB) the number of listed Socimis will increase this year to include seven or eight more, with two of them planning to go public this quarter.

Nevertheless, market sources close to these transactions claim that the number of vehicles of this kind preparing to go public is even greater: with “up to fifteen” (currently involved in the process).

“Around fifteen Socimis are planning to go public within the next year, with assets ranging from €20 million to €400 million”, said one of the people responsible for placing the shares of these new real estate companies in the market. “Most of them are investments being made by foreign funds in Spain, which are buying up premium assets (hotels and above all, shopping centres). In parallel, there is a stream of hoteliers, who are seeing the benefits of putting their hotels into these vehicles because it allows them to dissociate the business from the properties”, he added.

According to the same source, there are two main reasons as to why non-residents above all are incentivised to constitute Socimis. Firstly, it is easier to exit an investment in one of these type of companies than it is to exit an investment in a specific building, “Socimis represent an easier way of buying (when you have a view) to sell”, he said. And secondly, there are tax advantages: Socimis are exempt from paying corporation tax, and also receive a 95% discount oon property transfer tax. For investors, however, the main appeal of these companies is that the rules require them to distribute 80% of the companies’ gross operating profits in the form of dividends, although at the moment, none of them are expected to make a profit this year.

“For these types of Socimis, those that are businesses, the average IRR of their portfolios is at least 8%”, say a number of financial sources. But amongst the fifteen Socimis that are preparing to float, there are also some property managers. As such “families are using these vehicles as a way of organising their assets to convert immovable property into movable property, whereby allowing it to be easily distributed”, they explain.

The regular stock market or MAB?

What remains to be seen is the market they will choose to list on – namely, the regular stock market or the MAB? The latter allows these types of companies to be valued on a discounted cash flow basis rather than on the basis of their NAVs (net asset values), which is the more accurate ratio used for valuing real estate assets in general and REITs (the US version of Socimis) in particular.

To date, the stats are as follows: of the seven Socimis that have debuted on the stock market in recent years, three have done so on the MAB (Entrecampos, Mercal and Promorent). And the other four have listed on the regular stock exchange: Lar España, Merlin Properties, Hispania and Axia. But, what determines whether these companies list on one market or another? “In reality, all of the Socimis that list today should do so on the MAB. Nevertheless, some of them have jumped onto the regular stock exchange because the investment funds behind them are subject to regulation 401k, which requires them to list on an official exchange, and MAB does not quality; it is regulated but not official. This means that some Socimis were forced to list on the regular stock exchange”, say market sources.

For the time being, the only thing we know about the six or eight companies on MAB’s radar (where they may list, according to comments made by MAB’s Vice President on Wednesday) are their timelines. “Two this quarter” and another “three or four before the summer”. One of them is “a very big player, with a large volume of capital”.

González Nieto explained that he regrets the slow speed of the mechanisms that process the files of these companies; a Socimi has two years from when it first registers to fulfil all of the conditions required to begin its activity, which means that this year is the deadline for those that first signed up in 2013. It is time for the interested parties to “get on with their homework if they regard it as a good opportunity”, he said.

Original story: El Economista (by C. García and J. Gómez)

Translation: Carmel Drake

Lualca Sells 2% Of Its Stake In Realia Before Hispania’s Takeover Bid Is Approved

29 January 2015 – Expansión

The real estate company Lualca has reduced its stake in Realia to less than 3% (specifically, to 2.94%), after selling 2% of its capital.

The company, led by Luis Canales Burguillo, first invested in the real estate company Realia in January 2008, when it acquired a 5.02% stake. Lualca paid €88.37 million at the time, which represented a valuation of €6.35 per share.

Yesterday, the company’s share value stood at €0.605, still a long way off of the price per share (€0.49) specified in the takeover bid that Hispania launched over 100% of Realia’s capital at the end of 2014.

FCC continues to be Realia’s largest shareholder, with a 36.89% stake, followed by Bankia, with 24.95%. Grupo Prasa also holds less than 3%.

Original story: Expansión (by R. Ruiz)

Translation: Carmel Drake