Hines and Grupo Lar will exercise the right to force sales in the capital of the shopping center SOCIMI SpainWith the aim of reaching 100%, this will mean automatic exclusion from the Spanish Stock Exchanges (Permanent Market).
Both companies assured that they would exercise this right once it became available. Public Procurement Offer (OPA) Share of voluntary shares jointly initiated through the company Helios – 62.5% of Hines and 37.5% of Grupo La –91.29% accepted. This means that Helios currently owns 92.18% of the company’s capital, added to the 10.15% participation that Lar Group already has in SOCIMI.
In this way, the consortium reached the relevant thresholds required by the Securities Exchange Act. Forced purchase of shares of shareholders who do not accept the offerAnd thus controlling 100% of the capital and delist SOCIMI.
As explained in a statement, it is the intention of Hines and Grupo Lar to subsequently acquire Lar España’s shares. It has “not yet been decided” whether Spain will be accepted for trade in a multilateral trading system.
The acceptance period for this takeover offer, for which Morgan Stanley and AZ Capital acted as financial advisors and Freshfields and Garrigues served as legal advisors, started on December 2 and ended on Monday, December 16.
During the acceptance period, shareholders were accepting Helios’ proposed offer to receive consideration consisting of a cash payment. 8.30 euros per share, HE Represents a 19% premium over the stock’s closing price the day before the announcement before bidding. However, Helios had received more than 50% support from the company’s largest shareholders. Castellana Features, Brandes Investment Partners, Grupo Lar and Eurosazor.
The operation allows Lar España shareholders to benefit from a significant premium that would otherwise not be available in the market. Especially, The offer represents a 19% premium over the stock’s closing price the day before the previous announcement.It was determined as a 20% premium over the weighted average price of the last month before the previous announcement and a 28% premium over the dividend-free weighted average price of the last six months before the previous announcement.
company management
Lar España has a portfolio of nine shopping malls and three retail parks worth €1,400 million. Grupo Lar, the historical manager of this portfolio, will retain responsibility for this business until at least 2030. Thus, following the agreement reached within the scope of the takeover bid, Grupo Lar’s term of office was extended. It is in service until March 31, 2030. This means an extension of the management agreement currently in force, which must be renewed on 31 December 2026.
Additionally, according to the new agreement; Grupo Lar may sign a maximum of ten consecutive one-year extensions until March 31, 2040. at the request of both parties. If the contract is not resolved at the end of this period, annual renewals will be made.
The new agreement also envisages changes in payment terms. Therefore, in the current contract there is a fee New contract adjustments based on fixed commission of 0.62% of Lar España’s net asset value (NAV) Annual base fee equivalent to 0.42% of gross asset value (GAV)Lar España and its subsidiaries. In both cases variable commissions will be added.
new strategy
Helios comes to SOCIMI to make some changes. Especially, They want to increase the value of Lar’s loan up to 60%. to reach Debt level 800 million euros This means “the company is recovering from the level of debt it had going into Covid” and returning to “tighter working capital,” Hines Senior Managing Director and Country Head Vanessa Gelado said. elEconomista.esemphasizing it in this way, “We optimized the structure with a capital mix of less equity and more debt.”
This indirectly It will mean a significant regulation in dividend distribution To date, SOCIMI has stood out as one of the listed companies that offers the best remuneration to its shareholders. Specifically, in 2023, Lar España approved the largest recurring dividend distribution in its history at 0.79 euro cents per share, with a profitability of 12.3%.
