Vitruvio Completes Its Merger With Consulnor

25 September 2017 – Eje Prime

Vitruvio has completed its corporate operation. On 13 September, the Socimi finalised the merger by absorption of Consulnor Patrimonio Inmobiliario, as agreed at the General Shareholders’ Meeting in June. In this way, Consulnor Patrimonio Inmobiliario has transferred all of its assets to Vitruvio, according to sources at the company. Following this change in structure, the Socimi will see its revenues soar next year to €6 million and its Board of Directors will change.

Following the merger, Vitruvio will manage a portfolio of real estate assets with a gross value of €103 million and will generate an estimated turnover of €5.2 million for this year. Thanks to the new assets, the company will have greater capillarity in the country and a more diversified portfolio of properties; it will also see an increase in its average profitability.

According to both groups, the operation will result in growth in terms of gross assets of almost 70%, “with a significant increase in revenues and profitability for shareholders”. Moreover, the company has highlighted a series of advantages that the merger of the two groups generates, including an increase in the shareholder base.

“The incorporation of Consulnor Patrimonio Inmobiliario brings with it the entry of around 70 new shareholders to the Socimi’s structure, including some institutional players, which means an increase in the marketability of the shares”, say sources at Vitruvio. Another key to the merger, according to the company, is the increase in turnover, which will result in “guaranteeing the remuneration policy for shareholders” (…).

The operation has been articulated through a €16.29 million capital increase in Vitruvio, through the issue of 1,629,907 new shares of the same class as those already in circulation with a nominal value of €10. Those shares have been issued at an issue premium of €3.20 per share and have been subscribed by the shareholders of Consulnor Patrimonio Inmobiliario. Following the merger, the market capitalisation of Vitruvio will be set at €64 million.

In terms of assets, on 25 May, Vitruvio subscribed to an “exclusive and binding” agreement to obtain a building for hotel use in Madrid for a value of between €11 million and €12 million. Although the company has not provided any more details about the operation, it has explained that the estimated annual rent from the property will amount to more than €650,000, “which represents a net return of more than 5.55%” (…).

New Board of Directors

As part of the agreement between Vitruvio and Consulnor Patrimonio Inmobiliario, the Board of Directors of the resulting company, which will retain the name Vitruvio, will result in the entry onto the Board of four new members. Most notably, Pablo de la Iglesia, Director General of Consulnor, will joins the Board of Directors of Vitruvio, having worked for other companies such as Barclays and Jopa Family Office.

José Antonio Torrealba will also have a seat on the Board of Vitruvio (…). José Ignacio Iglesias will be the representative of the Voluntary Social Welfare entity Araba Eta Gasteiz Aurreski Kutxa II (…). Finally, the fourth new member of the board will be Sergio Álvares, who is also an existing board member of Consulnor Patrimonio Inmobiliario.

Original story: Eje Prime (by C. Pareja)

Translation: Carmel Drake

Merlin Issues Debt Amounting To €600M, Redeemable In 2025

18 May 2017 – Expansión

Debt issues in Spain, which have been the focus of the financial sector in recent times, have now reached Merlin Properties. The Socimi has placed debt amounting to €600 million, with a term of eight years (maturing in May 2025) at a price of 99.417% of the nominal value and with an annual coupon of 1.75% (125 basis points above midswap). The subscription and disbursement of the issue will take place on 26 May 2017.

Merlin has received requests amounting to €1,200 million for the issue, i.e. double the amount that will be awarded. This level of demand has allowed it to lower the cost of the operation.

Initially, the Socimi proposed a price of 135 basis points above the reference index for fixed income or midswap issues. But, the strength of demand reduced that premium to 125 points.

To carry out the operation, Merlin has engaged the services of Crédit Agricole, Nabca IMI, Goldman Sachs, ING and JPMorgan.

At the Socimi’s General Shareholders’ Meeting three weeks ago, the CEO, Ismael Clemente (pictured above), confirmed plans to resort to the debt markets, although at the time he was unsure as to whether it would do so through convertible debt or senior debt issues, or by refinancing the bank debt.

The last few weeks have reinforced the truce in the debt market in Europe, after Emmanuel Macron secured victory over Marine Le Pen in the French elections.

Original story: Expansión

Translation: Carmel Drake

Demand For Neinor’s Shares Far Exceeds Supply In A Few Hours

21 March 2017 – Expansión

The public share offering (OPV or ‘oferta públic de venta’) and share subscription that Neinor Homes launched on Friday, for the purpose of debuting on the stock market on 29 March, was covered within just a few hours, according to the real estate company.

The company owned by the fund Lone Star received requests for shares for an amount that “far exceeds” the supply from international institutional investors, primarily in France, the UK, USA as well as from Spanish entities.

The real estate company led by Juan Velayos considers this over-demand to be a “sign of the strong interest from qualifying investors” in participating in the company and in its process to debut on the market.

By virtue of the timetable established for debuting on the stock market, investors still have time to request shares in Neinor, until 27 March.

Neinor plans to place up to 60% of its share capital in the market at €16.46/per share. By virtue of the operation, the company has launched a public offering for share subscription (OPS) of 6.07 million new shares and an OPV whereby the current owner of the company, the fund Lone Star, will sell another 37.01 million shares.

The debut on the stock market forms part of the strategy that Neinor Homes designed when Lone Star constituted the firm in 2015 using real estate assets it had purchased from Kutxabank. The operation seeks to expand the firm’s shareholder base and incorporate new shareholders, as well as to raise resources to pay off debt.

Original story: Expansión 

Translation: Carmel Drake

Colonial Completes €600M 8-Year Bond Issue

24 October 2016 – Expansión

The real estate company Colonial has completed a bond issue amounting to €600 million with a maturity of eight years and an annual coupon of 1.45%, according to a statement made by the group to the CNMV.

The company will allocate some of the amount raised from this operation to the repayment of bonds issued in May amounting to €750 million; they have a maturity of four years and an annual coupon of 1.863%.

The subscription and payment of the latest issue will likely take place on 28 October. For this operation, Colonial has engaged Deutsche Bank – London Branch, BNP Paribas, Crédit Agricole, JPMorgan, Mediobanca, Merrill Lynch and Natixis.

The company’s return to the debt market comes just days after it announced the acquisition of a stake in Axiare. Specifically, Colonial purchased 15.1% of the Socimi for €135.6 million.

Original story: Expansión (by R.Arroyo)

Translation: Carmel Drake

Quabit Completes €45M Capital Increase

10 December 2015 – El Economista

Quabit Inmobiliaria has successfully completed its capital increase amounting to €45 million, according to a statement by the company.

The company’s share capital increase was over subscribed, which means that it will need to adjust the offers received during the third round, discretionary allocation period, which concluded on Wednesday.

The President of the company, Félix Abánades (pictured above), committed €4,403,157.08 (97,847,935 newly issued ordinary shares) to the capital increase.

Following the operation, the President holds a 21.2% stake in the company, 3.37% directly and 17.83% indirectly through companies that are wholly owned by his companies Grupo Rayet (17.30%) and Restablo Inversiones (0.53%). In total, the President has subscribed 9.78% of the total capital increase amount.

During the period for preferential subscription and request for additional shares (the first round), €11,540,394.27 (256,453,201 newly issued ordinary shares) were subscribed and during the period for the allocation of additional shares (the second round), a further €13,759,835.04 (305,744,112 shares) were subscribed.

Through this increase, Quabit is strengthening its equity structure and will have the funds available to undertake the investments forecast in its business plan for 2015-2020. As a first step, the company is planning to allocate €35.6 million to repay its debt with Sareb before the end of the year, which will allow it to free up assets with significant potential for development in the short and medium term.

The capital increase marks the beginning of a new strategic cycle focused on the creation of value and a return to growth, according to the company.

The starting point for the business plan focuses on the promotion and development of its own portfolio of assets, as well as undertaking new investments. The combination of all of these lines over the next five years will result in the strengthening of net equity (increasing own funds by almost 800%) and a significant reduction in bank debt, according to the company.

“The confidence of the markets in the Spanish economy and the launch of the real estate sector have also reflected well on the completion of the operation”, explained Abánades, for whom “the excellent result demonstrates investors’ confidence in Quabit and a strong boost to the company’s strategy”.

Original story: El Economista

Translation: Carmel Drake

Villar Mir Sells 7.3% Of OHL To A Monaco Fund

13 October 2015 – Expansión

Three days after launching a €1,000 million capital increase for OHL, the Villar Mir group has transferred some of its subscription rights to enable it to meet its commitment to invest in the operation and still retain a stake of more than 50%.

Specifically, the family holding company has sold 10.89 million rights to the investment fund Tyrus Capital, which is equivalent to the acquisition of 21.78 million new shares in the construction company, i.e. approximately 7.3% of the group’s capital. Villar Mir did not reveal the revenues received from the transaction yesterday, but at the listed price of the rights last Friday (€5.60), the businessman would have obtained around €61 million, which he will use to cover his part of the subsidiary’s capital increase.

Tyrus Capital is a hedge fund based on Monaco, founded by the Lebanese banker Tony Chandraoi. The firm specialises in event-driven transactions (i.e. those resulting from extraordinary movements that alter the value of assets) such as, for example, OHL’s capital restructuring process. In the statement issued to the CNMV yesterday, OHL said that Tyrus Capital plans to subscribe to the capital increase for purely financial reasons and has not asked to take a seat on the Board of Directors of the construction company, despite the fact that it is now a significant shareholder.

Both Villar Mir and Tyrus Capital have been given preferential purchase and sale options lasting 18 months following the start of trading of the new shares in the company, in the case that certain events happen.

Extraordinary funds

To finance the expansion (around €400 million), Villar Mir has been forced to sell a significant part of the industrial group’s most liquid assets. In September, the holding company sold a 10% stake in Colonial and a 2.6% stake in Abertis. Yesterday, it announced the sale of 10.89 million rights in OHL (it still retains 458,415 rights, which give it the right to 916,830 new shares in OHL, i.e. 0.3%) and it is likely to also participate in the takeover of 6.5% of Abertis, whose acceptance period expires on 20 October.

“We have assets worth more than €7,000 million to fulfil our commitment”, said Juan Miguel Villar Mir (pictured above) a month ago as proof of his group’s financial solvency. Nevertheless, the businessman acknowledged in the capital increase brochure that the majority of the shares in Colonial, Abertis and OHL have been pledged and so, in theory, the availability of the funds, generated by the divestments made, is limited.

With the participation of Tyrus, OHL has now secured 57% of its capital increase and interest in the company seems to be growing in light of the listing of the rights and the shares. Yesterday, OHL’s rights were trading at €6, an increase of 7.6% since Friday. On the other hand, the group’s shares closed up 1.8% yesterday, at €8.20 per share.

OHL wants to use the €1,000 million it will raise to substantially reduce its debt. It plans to use around €600 million to repay its loans and the remainder to finance new highway concessions it has been granted in Latin America.

Original story: Expansión (by C. Morán)

Translation: Carmel Drake