annual results report

Transcription

annual results
report
2015
INDEX - ANNUAL RESULTS REPORT 2015
I.Executive Summary .................................................... 3
II.
A.
B.
C.
Description of the Portfolio properties ............17
Hotels .................................................................................. 18
Offices .................................................................................. 29
Residential ........................................................................... 42
iII.Corporate transactions by Hispania Activos
Inmobiliarios.............................................................. 44
A. Capital Increase.................................................................... 45
B. General Meeting of Shareholders......................................... 45
iV.Summary of the Financial Statements.................49
A. Consolidated Balance Sheet and Consolidated Income
Statement............................................................................. 50
B. Analysis of the Financial Statements
as of 31 December, 2015...................................................... 52
V.Appendices................................................................... 60
A. Shareholder Structure.......................................................... 61
b) Composition of the board of directors
and of its committees........................................................... 61
I. Executive Summary
ANNUAL RESULTS REPORT 2015
4
Executive Summary
Key Aspects
• In 2015 Hispania Activos Inmobiliarios, S.A. (hereinafter “Hispania”) acquired 33 assets with a joint acquisition value of
841 million euro (excluding transaction costs and taking into account 100% stake in BAY).
• Hispania also reached a binding agreement to acquire the Dunas Hotels & Resorts hotel complex, made up of 4 hotels
(Hotel Dunas Don Gregory, Hotel Dunas Suites & Villas, Hotel Dunas Maspalomas and Hotel Dunas Mirador), on signing
the conditions precedent, for a total of 75 million euro (excluding transaction costs).
• Among the investments made in 2015 we highlight the formalization of the two phases of the transaction with Grupo
Barceló for a total portfolio value of 458.6 million euro (considering 100% of the portfolio and excluding transaction
costs). As an essential part of the closure of the Second Phase, Hispania’s final participation in BAY was fixed at 76%,
thus cancelling Grupo Barceló’s option to increase their stake to a maximum of 49% in the company.
• As a result of these acquisitions, since its stock market floatation and until the close of the year 2015, Hispania has
invested in a total of 58 assets, with a consolidated value of 1,425 million euro (according to CBRE valuations as of 3112-2015).
• Hispania’s major commercial effort in 2015 has resulted in an office occupancy rate as of year end of 71% in Madrid
and 93% in Barcelona.
• Hispania has managed significant increases in the rental income of certain assets that have completed their
repositioning or are currently under refurbishment, such as Torre 30 Building (formerly known as NCR Building), whose
rent has increased from the first quarter of 2015 by 31%, or in Comandante Azcárraga, 3 where the increase was 13%.
• In residential property, Hispania has registered an increase in the average rental income in Isla del Cielo of 6% and
in Sanchinarro of 8% compared to the end of third quarter 2015, and reaching an average occupancy rate in the
residential portfolio of 86% at year end.
• In 2015 a total of 42 million euro was invested in repositioning assets, with works being completed on a number of
office buildings, such as Murano and Mizar, as well as having completed the renovations of the Hotel Jardines in Teide
and Hotel Teguise in the BAY portfolio. Within the residential portfolio the renovations have focused on the common
areas within the two main residential buildings, where a number of homes have also been reformed.
• The valuations carried out on assets have led to a revaluation of 55 million euros, and a negative consolidation
difference of 23 million euros.
• In 2015 Hispania obtained finance for a total nominal valie of 582 million euro, amounting to a net loan-to-value ratio
of 25%, at year end
• In April 2015 Hispania successfully completed a capital increase of 337 million euros.
• The consolidated Group has registered total income in 2015 of 39 million euro (€38 million euro of rental income),
consolidated EBITDA of 10 million euro and a consolidated net profit of 73 million euro.
• The net asset value in accordance with the EPRA recommendations stands at 965,6 million euros, amounting to
€11,69/share
5
Summary of Activity in 2015
HOTELS
The portfolio of hotels as of the end of 2015 includes a total of 8,234 keys within 27 hotels and 2 shopping centres. In
addition, there will be 1,183 additional keys from the Dunas Hotels & Resorts portfolio, once the conditions precedent
have been met and the acquisition is formally executed. In terms of GAV as of the end of 2015, the total value of assets
was 845 million euro, divided between the Canary Islands (71%), the Balearic Islands (12%), Andalusia (9%), Madrid (6%)
and Barcelona (2%).
In the fourth quarter of 2015 Hispania acquired the Hotel Sandos San Blas Nature Resort & Golf for a total of 36.8 million
euro (not including acquisition costs). In addition, a binding contract was concluded for the acquisition of four hotels
belonging to the Dunas Hotels & Resorts portfolio (pending execution as of the close of the year) for 75 million euro
(excluding acquisition costs).
It is worth highlighting the formal conclusion in the fourth quarter of 2015 of two phases of the Grupo Barceló deal
agreed on 14 April 2015. This transaction has resulted in the creation of the first hotel “SOCIMI” (Sociedad anónima
cotizada de inversion inmobiliaria, in Spanish), Spanish equivalen to REIT, (BAY), focused on the holiday segment, in which
Spain is a global leader. As part of this agreement, Hispania has acquired a total of 16 hotels (6,097 keys) and 2 shopping
centres. Barceló will continue to operate the hotels acquired through rental contracts for an initial period of 15 years. As
an essential part of the closure of the Second Phase, Hispania’s final stake in BAY was fixed at 76%, with 24% for Grupo
Barceló. This removed Grupo Barceló’s option to acquire a maximum stake of 49% in the company initially contemplated
in the agreement. The final deal was closed at 458.6 million euro (considering 100% of the portfolio and excluding
transaction costs).
Also in 2015, Hispania acquired five hotels: the Hotel Vincci Malaga, located in the city of Malaga; the Gran Hotel Atlantis
Bahia Real and Suite Hotel Atlantis Fuerteventura Resort, both in Fuerteventura, the majority of the Holiday Inn Bernabeu
hotel, in Madrid and the Hotel Maza in Zaragoza.
In 2015, Hispania took over the direct management of two assets within the hotel portfolio: Hotel Guadalmina and
Holiday Inn Hotel. This management is carried out through Gestión de Activos en Transación, S.L. (“GAT”), through a
temporary management contract. Hispania is in the process of negotiating the management of these assets with a
number of operators.
This temporary situation involved the transfer of employees in these hotels, so the total workforce at the end of the year
totaled 123 from these two hotels. Once Hispania concludes firm agreements with the final operators of these assets,
they will take over these employees, and Hispania will once more be a company without any direct personnel.
All the hotels are subject to rental contracts with prestigious operators that operate the different assets under long-term
rental contracts (11 years not counting extensions), except for two assets, currently operated by Hispania through the
company “GAT”.
In 2015 Hispania completed the repositioning of Hotel Meliá Jardines del Teide for a total of 7.5 million euro. This
repositioning took the form of a general improvement of all the common areas in the hotel, development of the
“Premium Level segment” of Meliá in 23% of the rooms, as well as the creation of a Level area to provide a service to
these rooms. The remaining 77% have also been refurbished.
In addition, the refurbishment of Hotel Barceló Teguise Beach has been completed. The hotel has changed its status from
a 3* family hotel to a 4* hotel for adults only. Work has also progressed on Hotel Pueblo Ibiza. Both hotels are in the BAY
portfolio.
6
KEY PARAMETERS AS OF 31 DECEMBER 2015
Category
(*)
Keys
(#)
Total
Investment
(€ Mn)(1)
Total
Investment
(€/key) (1)
Operator
Contract Type
Hotel Hesperia
Ramblas
Barcelona
3*
70
17.9
255,305
Hesperia
Hotel Holiday
Inn Bernabeu (3)
Madrid
Hotel NH
SS de los Reyes
Madrid
Hotel NH
Madrid Sur (5)
Hotel Vincci Málaga
Málaga
Hotel Guadalmina
Marbella
Suite Hotel Atlantis
Fuerteventura
Resort
Fuerteventura
Gran Hotel
Bahía Real
Fuerteventura
Hotel Sandos
San Blas
Tenerife
Hotel Meliá
Jardines del Teide
Tenerife
BAY
4*
314
27.8
88,595
GAT
Fixed rent + Variable
depending on results
(with rent increase
until 2019)
n/a
3*
99
7.1
71,584
3*
62
6.2
100,587
4*
105
10.7
102,073
4*
178
23.0
4*
383
5* Deluxe
Contract
Length
GAV Appraisals
(€Mn)(2)
GAV
(€ /Key) (2)
GAV/Total
Investment
feb-26
18.8
238,000
5%
n/a
34.3
109,236
23%
NH Hoteles Fixed rent + Variable
April 2019+5
Yr extension
7.2
72,727
2%
Nov 2019+5
Yr extension
ene-21
6.3
102,258
2%
10.9
103,810
2%
129,187
NH Hoteles Fixed rent + Variable
Vincci
Fixed rent + Variable
GAT
n/a
n/a
28.1
157,865
22%
48.9
127,562
Atlantis
Fixed Rent (50% EBITDAR) + Variable Rent
(Upto 89% EBITDAR)
Jun-18 + 4 yr.
Extension
49.2
128,460
1%
242
75.4
311,630
Atlantis
Jun-18 + 4 yr.
Extension
75.5
311,983
0%
5*
331
36.8
111,027
Sandos
(Upto 89% EBITDAR)
Fixed Lease
oct-20
37.1
112,085
1%
4* All
inclusive
299
42.9
143,582
Meliá
Fixed Lease
Jan- 2025+ 5
yr. Extension
46.3
154,849
8%
n/a
6,097
458.5
75,196
Barceló
86,839
15%
8,180
755.1
92,316
-
15 yrs +
two 15 yrs
extension
-
529.5
TOTAL PORTFOLIO (6) -
(Upto 89% EBITDAR)
-
843.2
103,075
12%
Hotel Dunas
Mirador (4)
Gran Canaria
3*
436
-
Dunas
10 years +
two 15 years
extension
-
-
-
Hotel Dunas
Suites (4)
Gran Canaria
4*
301
-
Dunas
10 years +
two 15 years
extension
-
-
-
Hotel Dunas
Don Gregory (4)
Gran Canaria
4*
241
-
Dunas
10 years +
two 15 years
extension
-
-
-
Hotel Dunas
Maspalonas (4)
Gran Canaria
4*
205
-
Dunas
Fixed Rent (50%
EBITDAR) + Variable
Rent (Upto 89%
EBITDAR)
Fixed Rent (50%
EBITDAR) + Variable
Rent (Upto 89%
EBITDAR)
Fixed Rent (50%
EBITDAR) + Variable
Rent (Upto 89%
EBITDAR)
Fixed Rent (50%
EBITDAR) + Variable
Rent (Upto 89%
EBITDAR)
10 years +
two 15 years
extension
-
-
-
9,363
N/A
N/A
N/A
N/A
TOTAL PORTFOLIO
POST-CLOSING (6)
N/A
(1) Including acquisition prices, transaction costs and implemented capital expenditure as of 31/12/15.
(2) According to RICS valuations by CBRE as of 31/12/15.
(3) Hispania does not own 100% of the hotel’s rooms, but is currently negotiating the acquisition of the remaining rooms.
(4) Dunas Resorts & Hotels’ adquisition is pending completion.
(5) Previously known as NH Pacífico.
(6) Total excluding the Hotel Maza, asset acquired through the acquisition of Leading Hospitality, as it is not an estrategic asset for the company.
7
OFFICES
The office portfolio has a total of 153,621 sqm of gross leasable area (GLA) split throughout the 25 assets managed by
the Group. As of 31 December 2015, the portfolio registered an occupancy rate of 77%, with an average rental income
of the occupied portfolio of €12.7/sqm. The total GAV of the office portfolio amounted to 405 million euro (according to
valuations by CBRE as of 31/12/2015).
Hispania has a total of 19 office buildings in Madrid, with an average occupancy rate of 71% as of the end of 2015 and an
average rental income of €13.6/sqm. The Madrid portfolio amounts to 78% of the office GAV, with a total of 314 million
euro (according to CBRE valuations as of December 2015).
In Barcelona, Hispania has 5 office buildings, with an average occupancy rate as of the end of 2015 of 93% and an average
rental income of €11/sqm. In terms of GAV, Barcelona accounts for 21% of the portfolio, at 84 million euro (according to
CBRE valuations as of December 2015).
In the fourth quarter of 2015, 2 buildings, Altamar and América, were added to the Madrid portfolio, as well as 2 in
Barcelona, Cristal and Plaza les Glories. During the first three quarters of 2015, Hispania also acquired four office buildings
in Madrid: Príncipe de Vergara, Príncipe Vergara-Auditorio, Cristalia Play and Foster Wheeler.
In 2015 there was a general increase in the overall building’s occupancy, standing at 77% compared with the occupancy
at the end of the third quarter of 2015 of 65%. It should be noted the long-term contract concluded with Grupo Ilunion
for 100% of Torre 30 Building (previously known as NCR Building), which has a GLA of 11,417 sqm. Also significant is the
increased occupancy in Comandante Azcárraga, 3, which after NCR’s entry into the building, together with another new
tenant, has risen from 28% at the end of the first half of 2015 to 94%. In addition, the occupancy in Malaga Plaza has
increased by 17% from the end of the third quarter of 2015 while Arcis Building has increased by 10%.
In terms of office rentals, Torre 30 Building has registered the biggest increase, having signed a rental agreement at €16.5/
sqm with Grupo Ilunion, compared with rental income of €12.6/sqm as of the first quarter of 2015, representing a 31%
increase. Another building to have registered significant growth was Comandante Azcárraga, 3, which has increased
income from €12.6/sqm as of the close of the first quarter of 2015, to €14.3/sqm (+ 13%). Furthermore the off ice building
of Arcis and Málaga, registered an increase in rent of 6% and 3% respectively since the first quarter 2015.
Hispania is continuing with its refurbishments plan within the assets of its office portfolio. Hispania is currently executing
the works which begun during the second half of the year on the buildings of Málaga Plaza, Arcis, Avenida de Bruselas, 15
and Poeta Rafael Morales. These works are focused mainly on the upgrade of the common areas of the buildings in order
to reposition them in the market. Also worth noting is the progress of works in Torre 30, whose refurbishment represents
the largest-scale refurbishment project within the office portfolio. The works in Torre 30 are expected to be completed
during the summer of 2016.
In 2015 Hispania completed the repositioning of the Murano, Mizar, Orense (single floor) and Avenida de Burgos (single
floor) buildings, all of them in Madrid. The most significant refurbishment has been that of Murano, with a leasable area
of over 7,500 sqm. This refurbishment, which took only three months, includes a complete renovation of common areas:
the main hall, the floor hall and conveniences, and the development of a second access for cars, which will make it easier
to enter and leave the building, with total investment of over 1.6 million euro.
8
GROSS
LEASABLE
AREA (sqm)
Torre 30 Building (6)
Madrid
Foster Wheeler Building
Madrid
Cristalia Play Building
Madrid
América Building
Madrid
Murano Building
Madrid
Mizar Building
Madrid
Príncipe de Vergara,
108 Building
Madrid
Ramírez de Arellano
Building
Madrid
Altamar Building
Madrid
Comandante
Azcárraga 3 Building
Madrid
P.V. Auditorio Building
Madrid
Arcis Building
Madrid
Talos Building
Madrid
Pechuán Building
Madrid
Comandante
Azcárraga 5 Building
Madrid
Avenida Bruselas
Building
Madrid
Rafael Morales Building
Madrid
Orense (single floor)
Building
Madrid
Av. Burgos (floor)
Building
Madrid
Cristal Building
Barcelona
Les Glòries
Avd. Diagonal Building
Barcelona
Les Glòries- Gran Via
Building
Barcelona
On Building
Barcelona
Plaza Les Glóries
Building
Barcelona
Málaga Plaza Building
Malaga
TOTAL PORTFOLIO
TOTAL
INVESTMENT
(€ MN)(2)
Total
MONTHLY
Investment RENT (€/
sqm) (3)
(€/sqm) (2)
TOTAL
OCCUPANCY
(%)
MAIN TENANTS
WALT
(YEARS)(4)
GAV
-APPRAISALS
(€ MN) (5)
GAV (€ /
sqm) (5)
GAV/TOTAL
Investment
11,417 28.8
2,526
16.5 (6)
100% (6)
Grupo Ilunion
13.5-13.5
31.8
2,785
10%
11,058 23.9
2,162
11.3
100%
Foster Wheeler
2.0-5.0
25.7
2,324
7%
10,928 31.9
2,916
-
-
32.0
2,928
0%
9,272 18.8
2,028
11.3
0.9-3.9
18.9
2,033
0%
7,574 18.9
2,491
-
-
19.1
2,522
1%
7,348 22.2
3,018
15.2
100%
Grupo Ilunion, Paramount
10.7-11.1
24.2
3,293
9%
25.5
3,796
17.1
61%
Babel Sistemas de Información, Corporación Mutua
2.3-4.5
28.4
4,216
11%
6,364 22.0
3,464
16.1
100%
Publicis
2.4-2.4
22.6
3,551
3%
5,219 12.5
2,392
11.7
84%
TNT, Banesto, Banca March
3.5-3.5
12.5
2,395
0%
5,138 16.3
3,175
14.3
94%
Inmobiliaria Chamartin,
Alpama, NCR
4.0-7.6
16.6
3,231
2%
17.9
3,726
13.1
82%
Tower Watson, Aegon
0.7-1.3
18.9
3,925
5%
4,691 11.1
2,360
12.7
40%
2.2-3.2
11.4
2,420
3%
3,636 8.0
2,211
9.4
100%
Incadea Spain, Quental
Technologies, Ed.Médica
Panamérica
IDEO
0.5-0.5
8.6
2,365
7%
3,579 12.7
3,561
18.1
100%
Grupo Ilunion
13.5-13.5
14.8
4,135
16%
3,547 8.3
2,331
11.7
100%
Grupo Ilunion
13.5-13.5
8.9
2,509
8%
3,458 7.7
2,237
11.0
87%
Bosch, Flir, IDL
0.7-1.2
9.0
2,603
16%
2,763 4.0
1,453
9.1
68%
0.3-0.3
5.0
1,795
24%
1,535 3.4
2,186
-
0% Orange España, Centro
Genética Avanzada, Riso
Ibérica
n/a
-
4.1
2,671
22%
762 1.8
2,421
-
0% n/a
-
1.9
2,493
3%
11,088 10.1
915
7.0
91%
ACS/Xerox
2.5-5.6
10.3
929
1%
9,519 (1)
21.7
2,285
12.3
97%
Atos Origin
1.0-2.1
24.2
2,542
11%
8,680 19.7
2,269
11.6
100%
Atento, Bull, Spontex
2.6-3.2
21.2
2,437
7%
6,908 18.7
2,709
14.1
77%
CINC
0.1-8.1
19.8
2,866
6%
3,311 8.3
2,494
13.0
100%
Gore-Tex
9.5-9.5
8.3
2,495
0%
4,288 6.9
1,600
10.8
74%
Aegón, Deloitte, Integrated
2.4-2.7
7.2
1,679
5%
381.3
2,482
12.7
77%
-
4.5-6.0
405.1
2,637
6%
6,724 (1)
4,815 (1)
153,621
0% n/a
73%
La Razón, Planeta
0% n/a
(1) Includes commercial area (728 sqm in Glories-Diagonal, 559 sqm in P.Vergara 108, and 596 sqm in P.V. Auditorio)
(2) Including acquisition prices, transaction costs and implemented capital expenditure as of 31/12/15
(3) Rent of the office and commercial leased area without expenses as of 31/12/15
(4) Weighted average lease term from 31/12/2015 until first break option and total contract length taking into account the leased area
(5) According to RICS valuations by CBRE as of 31/12/15
(6) Building currently under full refurbishment. Tenant will occupy 100% of the GLA once works are completed. Completion is expected to be in July 2016. Previously
known as NCR Building
9
RESIDENTIAL
Hispania currently manages a residential portfolio that includes 4 assets, one of them in Barcelona and the other three
in the region of Madrid. In total, the company’s residential portfolio includes 684 dwellings (200 in Barcelona and 484 in
Madrid).
At the end of the year the residential portfolio had an occupancy rate of 86%, with an average rental of €9.3/sqm. In
terms of GAV, the total value of these assets was 175.2 million euro, divided between Madrid (59%) and Barcelona (41%),
according to valuations by CBRE at the end of the year.
In 2015 Hispania has acquired a residential building in Sanchinarro, Madrid, consisting of a total of 285 dwellings, for a
total of 61.4 million euro (excluding transaction costs).
The Isla del Cielo building registered a substantial increase in occupancy, with a rate of 93% as of the end of 2015
compared with 86% in the first quarter of 2015.
The renovations carried out in the Isla del Cielo and Sanchinarro buildings have led to growth in the average rental
income by 6% in Isla del Cielo and 8% in Sanchinarro since the end of the third quarter of 2015. Taking into account only
the contracts signed during December 2015, rental income signed is up by 53% for Isla del Cielo compared to the first
quarter, and by 27% in Sanchinarro for the same period. Hispania will continue to refurbish empty dwellings in both these
residential assets with the aim of achieving the highest possible value and return on assets.
In 2015 the common areas of the Isla del Cielo building were refurbished, including works on the façade, swimming pool
area, garden areas and other common areas within the towers. Apart from the renovations of these common areas, a
total of 27 flats were refurbished in 2015.
Most of the common areas within the Sanchinarro building were also refurbished, with the swimming pool, paddel ball
court and kinds area still pending completion (due for 2016). Apart from the renovations of the common areas, a total of
18 flats were refurbished, and work is continuing on the remainder flats as permitted by the turnover of tenants.
Gross Leasable Area
(sqm)
Dwellings (#)
Total
Investment
(€ Mn)(1)
Average
Gross
Monthly
Total
Investment Rent
(€/sqm) (1) (€/sqm)
Occupancy
(%)
GAV Appraisals
(€ Mn)(4)
GAV (€ /
sqm) (4)
GAV/Total
Investment
Residential Units
Sanchinarro
Madrid
24,948 (2)
285
63.5
2,338 (3)
9.5
77%
67.9
2,514 (3)
7%
Residential Units
Majadahonda
Madrid
9,695
115
17.9
1,846
7.2
91%
21.1
2,176
18%
Residential Units
S.S.Reyes
Madrid
8,375
84
13.5
1,611
7.6
93%
15.2
1,809
12%
Residential Units
Isla del Cielo
Barcelona
22,772
200
64.3
2,824
10.7
93%
71.0
3,118
10%
TOTAL
PORTFOLIO
65,790
684
159.2
2,341 (3)
9.3
86%
175.2
2,584 (3)
10%
(1) Including acquisition prices, transaction costs and implemented capital expenditure as of 31/12/15.
(2) Additionally, the buildings have 1,083 sqm of commercial area.
(3) €/sqm excluding the commercial area and parkings linked to the commercial area.
(4) According to RICS valuations by CBRE as of 31/12/15.
10
TOTAL HISPANIA PORTFOLIO
The cumulative total GAV of 1,425 million euro from when Hispania went public to the end of 2015, is divided as specified
below between the different locations and the three categories of main assets defined in the company’s investment
strategy:
GAV Distribution
per Asset Class 31/12/15
GAV Distribution
per Location 31/12/15
7%
6%
12%
12%
42%
33%
59%
Madrid
Barcelona
Andalucía
Canary Islands
Offices
Balearic Islands
29%
Hotels
Residenal
Hispania has continued to invest constantly since it went public. This investment was distributed as follows throughout
2015:
GAV Distribution Throughout 2015 (M€)
670
203
1,425
45
507
1Q
2Q
3Q
4Q
Total 2015
Hispania’s asset portfolio at the end of December 2015 is located mainly in the Canary Islands, accounting for 42% of the
Group’s total GAV, followed by Madrid with 33% and Barcelona with 12%.
11
LOCATION OF THE ASSETS ACQUIRED TO 31 DECEMBER 2015:
HOTELS
CANARY ISLANDS
BALEARIC ISLANDS
PENÍNSULA
V
U
S
T
H
A
M
I
G
N
O
B
J
C
K
D
A
Barceló Varadero – 312 Keys
B
Meliá J.del Teide – 299 Keys
C
Sandos San Blas – 331 Keys
E
E Barceló Jandía Mar – 485 Keys
Barceló Jandía Playa – 634 Keys
F
R
P Q
L
F
Barceló Fuerteventura – 486 Keys
Barceló Casllo Beach – 480 Keys
Barceló Pueblo Ibiza – 346 Keys
O
Barceló Isla Crisna – 341 Keys U NH SS de los Reyes – 99 Keys
J
Barceló Cala Viñas – 330 Keys
P
Guadalmina – 178 Keys
K
Pueblo Park – 275 Keys
Q
Vincci Málaga – 105 Keys
L
Barceló Ponent Playa – 432 Keys
R
Barceló Cabo de Gata – 229 Keys
M Barceló Pueblo Menorca – 374 Keys
S
Hesperia Ramblas – 70 Keys
T
NH Madrid Sur – 62 Keys
I
D Barceló Las Margaritas – 484 Keys G Gran Bahía Real – 242 Keys
Dunas Don Gregory – 241 Keys
Suite Atlans – 383 Keys
Dunas Suites & Villas – 301 Keys
Dunas Maspalomas – 205 Keys H Barceló Teguise – 305 Keys
Dunas Mirador – 436 Keys
Barceló Lanzarote – 426 Keys
N
Total: 6,050 keys
Note:
1 Hispania does not own 100% of the hotel
2 Excluding the Hotel Moza
Barceló Hamilton – 158 Keys
Total: 1,915 keys
V Holiday Inn Bernabéu1 – 314 Keys
Total: 1,397 keys2
12
OFFICES
Target locaons (Total SBA: 153,621 sqm1(1))
MADRID BUSINESS DISTRICT
MADRID PRIME SECONDARY AREA
BARCELONA
F
S
P
E C
G
J
MO
N
B
D
K
A
I
L
H
R
CBD Area
A
Ppe. Vergara 108 - 6,724 sqm
H
Cristalia Play – 10,928 sqm
M Altamar – 5,219 sqm
B
Ppe. Vergara Auditorio - 4,815 sqm
I
N
C
C. Azcárraga 3 - 5,138 sqm
NCR – 11,417 sqm
Mizar – 7,348 sqm
Arcis – 4,691 sqm
Talos – 3,636 sqm
D
Pechuán - 3,579 sqm
J
Foster Wheeler – 11,058 sqm
O
E
C. Azcárraga 5 - 3,547 sqm
K
P
F
Orense - 1,535 sqm
Ramírez Arellano – 6,364 sqm
Murano – 7,574 sqm
G
Avda. Burgos - 762 sqm
L
América – 9,272 sqm
Total: 26,100 sqm
Source: Hispania
Note
1 Including the GLA of Málaga Plaza office building (4,288 sqm)
Q
ON Building – 6,908 sqm
R
Les Glòries – Diagonal – 9,519 sqm
Les Glòries – Gran Vía – 8,680 sqm
Av. de Bruselas – 3,458 sqm
S
Cristal – 11,088 sqm
Poeta R. Morales – 2,763 sqm
T
Les Gòries – C. Granada – 3,311 sqm
Total: 83,727 sqm
Total: 39,506 sqm
Q
T
13
RESIDENTIAL
MADRID
BARCELONA
B
D
A
C
A
Sanchinarro – 285 units
B
San Sebasan de los Reyes – 84 units
C
Majadahonda – 115 units
Source: Hispania
D
Isla del Cielo – 200 units
14
TOTAL
HOTELS
Offices
RESIDENTIAL
Gross Asset Value - Appaisals ('000€) (1)
1,425,220
844,950
405,120
175,150
Valuation Uplift and Neg. Goodwill ('000€)(2)
78,429
49,735
19,285
9,409
Valuation Uplift and Neg. Goodwill (%)(2)
5.7%
6.1%
5.0%
5.7%
Total Acquisition Cost ('000€)
1,242,155
723,930
366,984
151,242
Increase in Value ('000€)
183,065
121,020
38,136
23,908
14.7%
16.7%
10.4%
15.8%
Number of Assets
58
29
25
4
GLA
220,494
n.a.
153,621
66,873
8,918
8,234
n.a.
684
n.a.
77%
86%
Increase in Value (%)
(3)
(3)
(4)
Units
(5)
Average Occupancy Level
Average WALT
(6)
11.4-34.2
4.5-6.0
n.a.
37,798
20,985
12,147
4,666
5.7%
7.9%
2.9%
2.1%
6.2%
8.8%
3.1%
2.3%
7.1%
8.0%
6.3%
4.0%
7.7%
8.9%
6.7%
4.4%
(7)
Net Rental Income ('000€)
EPRA Net Initial Yield Over GAV (8)
EPRA Net Initial Yield On Cost
(8)
EPRA Net Reversion Yield Over GAV
EPRA Net Reversion Yield On Cost
(9)
(9)
1. Gross Asset Value as of CBRE appraisals of 31/12/15.
2. Impact on the P&L account on valuation uplift and neg. Goodwill.
3. Increase in valuation over total acquisition cost.
4. Gross Leasable Area. Includes in offices 1,882 sqm of commercial area and 1,083 sqm of commercial area in Residential.
5. Units in residential are dwellings, and in hotels equals keys. Hispania does not own 100% of the Holiday Inn Hotel although it manages the
full asset.
6. Occupancy of the office space including commercial area, and in residential taking into account the dwellings (commercial area within
residential is fully leased).
7. Weighted Average Term Length in years of the existing contracts, taking into account break option and end of contract of the leased area(or
existing extensions in hotels) (without considering WALT of the comercial unit in Hotel Hesperia Ramblas).
8. Yield calculated with the asset’s NOI, annualizing those assets acquired throughout 2015 and over total investment (on cost) and over GAV. In
hotels excluding Guadalmina and Holiday Inn.
9. Yield calculated 100% occupancy rate at current market prices and over total investment (on cost) and over GAV. In hoteles considering
expected contracts after refurbishment for Guadalmina and Holiday Inn, in offices triple net and in residential excluding all costs related to
vacancy.
15
TOTAL 31/12/15 ('000€)
Rental Income
Other Income
37,798
911
Non-Refundable Expenses
-12,717
NOI
25,992
General Expenses
-5,617
Management Fee
-10,361
EBITDA
10,014
Asset Revaluation
54,966
Negative Goodwill
23,463
Other
14
Financial Result
-4,286
Taxes on Benefit
-10,794
Profit After Tax
73,377
Attributable Profit
Financial Debt
66,681
578,499
Average Cost of Financing
2,7%
Gross LTV
41%
Net LTV
25%
FFO
5,715
16
Corporate transactions by Hispania Activos Inmobiliarios
A. Capital increase by Hispania Activos Inmobiliarios
As a result of the authorization received at the Extraordinary General Shareholders’ Meeting held on December 26th,
2014, on April 27th, 2015 Hispania carried out a very successful capital increase totaling 337 million euro. It was geared to
institutional investors, and the funds are being used to continue to take advantage of available investment opportunities
adapted to the strategy planned by Hispania.
The capital increase, which excluded preferential subscription rights, consisted of a private placement that was closed in
three hours and oversubscribed by 2.5x. The price of €12.5 per share represented a discount of 4.7% on the closing price
of €12.86 per share at the previous session. As a result of this capital increase, Hispania obtained net funds of 327 million
euro for investment.
B. General Shareholders’ Meeting
On 29 June 2015 Hispania held its first Ordinary General Shareholders’ meeting. All proposed resolutions were approved
by shareholders.
• The first group of resolutions (items 1 to 3) related to the examination and approval of the Company’s Individual and
Consolidated Financial Statements, the application of 2014 profit or loss and approval of the management activity of
the Board of Directors during the year.
• Items 4 to 6 concerned proposed changes to the Company’s by-laws, General Shareholders’ Meeting Regulations and
Board of Directors regulations in order to adapt their content to the recent amendment of the Corporate Enterprises
Act to include improvements in corporate governance and in technical areas.
• Item 7 referred to specific changes in the Investment Manager Agreement signed by Hispania, Azora Gestión, S.G.I.I.C.,
S.A.U., and Azora Capital S.L. on 21 February 2014.
• Item 8 sought approval for the shortening of the notice period for Extraordinary General Meetings of Shareholders in
accordance with the Corporate Enterprises Act.
• Item 9 referred to the proposed capital increase for the nominal amount of 41,295 million euro, with the share
premium to be determined by the Board of Directors recognising preferential subscriptions rights and allowing for
incomplete subscription.
• Item 10 concerned delegation to the Board of Directors, for a five (5) year period, the authority to increase share capital
up to one-half of the share capital existing at the date of delegation and to exclude the preferential subscription rights
of the Company’ up to a maximum nominal amount, overall, equal to 20% of the share capital of the Company on the
date of this authorization.
• Item 11 referred to delegation to the Board of Directors for a period of five (5) years, of the authority to issue
debentures or bonds exchangeable and/or convertible into shares of the Company or of other Group and warrants on
newly-issued shares or outstanding shares, and the authority to determine the procedures and formats to convert or
swap the debentures or bonds for shares.
• Item 12 requested from shareholders the authorization to the Board of Directors for the acquisition of treasury stock.
• Item 13 referred to the directors’ remuneration policy.
• Item 15 concerned the advisory vote on the “Annual Report on Company Remuneration” for 2014.
The content of the resolutions approved is detailed in section III. B) of this report.
II. Description of the Portfolio
Properties
18
II. Description of the Portfolio P roperties
A. Hotels
Hotel Hesperia Ramblas
LOCATION
Hotel Hesperia Ramblas C/ l’Hospital , 26 Barcelona
Hotel Vincci Málaga
LOCATION
Hotel Vincci Málaga C/ Pacífico, 44 - Málaga
DESCRIPTION
DESCRIPTION
On 27 October 2014, the Hispania Group acquired the 3*
Hotel Hesperia Ramblas, with 70 keys. This hotel is next to
the Ramblas, the most famous tourist zone in Barcelona,
and only a stone’s throw from the Boquería market. The
acquisition includes commercial premises of 190 sqm,
leased to a financial institution. The total investment
amounts to 17.5 million euro (not including associated
acquisition costs).
On 14 January 2015 the Hispania Group acquired Hotel
Vincci Málaga, a 4* hotel with 105 keys, which is located by
the Malaga city waterfront area and is currently managed
by the Vincci Group under a long-term lease contract. This hotel is managed by NH-Hesperia Group under a longterm lease contrsct.
The acquisition price of the asset was €10.4Mn (not
including transaction costs).
19
Hotel Holiday Inn (Madrid)
LOCATION
Hotel Holiday Inn Madrid Plaza de Carlos Trias Bertrán, 4
28020 Madrid
DESCRIPTION
On 16 July 2015, Hispania acquired control of the
Hotel Holiday Inn Madrid, located near the Paseo de la
Castellana and opposite the Santiago Bernabéu stadium, in
the heart of the central business district (CBA).
The 4* hotel has a total of 314 keys, as well as restaurants,
bars, a summer swimming pool and event rooms for up to
500 people. It is the only hotel of this category in the Azca
business zone.
The acquisition was made through the purchase of
Leading Hospitality, S.L. (“Leading”), a company in
insolvency proceedings which owns all the common areas
and the 130 keys of the Holiday Inn Madrid Bernabeu, as
well as a 54 keys hotel located in Zaragoza, which is not
considered a strategic asset for the Company.
Hispania also bought an additional package of 39 keys from
an institutional investor. In the fourth quarter of 2015,
Hispania acquired additional keys as part of its strategic
plan in the asset.
The remaining keys are owned by individual investors.
Most are subject to a lease contract in favour of Leading
until 2037. The final disbursement for Hispania depends on
the conclusion of the transaction, as well as the amount of
investment needed to reposition the asset fully.
Currently Hispania is operating the hotel through the
manager Gestión de Activos en Transición, S.L. (“GAT”),
while it concludes the insolvency proceedings linked to the
ownership and reaches an agreement with a new operator.
Because of this temporary situation, the company has
included employees from the staff of these hotels on
the balance sheet until the new operator begins the
management of the hotel through a lease contract.
20
Hotel NH San Sebastián de los Reyes
LOCATION
NH San Sebastián de los Reyes Complejo Poeta Rafael Morales
Hotel NH madrid sur
LOCATION
NH Madrid Sur Av. Ciudad de Barcelona, 113
DESCRIPTION
DESCRIPTION
Hotel NH San Sebastián de los Reyes was acquired by
Hispania on 28 July 2014 (as part of the purchase of the
IDL portfolio). Its acquisition price was 7 million euro (not
including associated acquisition costs).
Hotel NH Madrid Sur (formerly known as NH Pacífico)
was acquired by Hispania on 28 July 2014 (as part of the
purchase of the IDL portfolio). Its acquisition price was 6.1
million euro (not including associated acquisition costs).
The 3* hotel has a total of 99 keys, located in the Poeta
Rafael Morales development in San Sebastián de los
Reyes. It has a long-term lease contract with the NH
Hoteles Group with a mandatory period until 2019 and the
possibility of extending the term for a maximum of five
years.
The 3* hotel, with a total of 62 keys, is located on the
Avenida Ciudad de Barcelona in Madrid. It has a longterm lease contract with the NH Hoteles Group, with
a mandatory period until 2019 and the possibility of
extending this term for a maximum of five years.
21
Hotel Guadalmina
LOCATION
Hotel Guadalmina Marbella
DESCRIPTION
On 16 April Hispania announced the acquisition of
Hotel Guadalmina SPA & Golf Resort (hereinafter “Hotel
Guadalmina”) in Marbella for 22.4 million euro (not
including acquisition costs).
The hotel was acquired from the owning family group,
once the mortgage debt on the hotel from a financial
institution had been purchased.
Hotel Guadalmina is a unique asset located on the
beachfront with direct access to one of the best golf
courses in the area, in one of the most exclusive locations
of Marbella. The 4*hotel has 178 keys and a large number
of facilities and services.
Hispania’s strategy for Hotel Guadalmina includes a
major investment plan to reposition it as one of the most
outstanding and attractive hotels in Marbella, a highly
prestigious and consolidated tourist destination in Europe.
Hispania is currently at an advanced stage of negotiations
with a number of potential operators for this hotel. The
choice of operator will also to a large extent mark the
investment plan that will be implemented on this asset.
Currently Hispania manages the asset directly through
“GAT”, until a firm agreement is reached with the future
operator of the hotel. This temporary situation has led the
company to include employees from the staff of this hotel
on the balance sheet until the new operator begins the
management of the hotel through a lease contract.
22
Suite Hotel Atlantis Fuerteventura Resort
LOCATION
Suite Hotel Atlantis
Fuerteventura Resort c/ Las Dunas, s/n
Fuerteventura. Las Palmas
Gran Hotel Atlantis Bahía Real
LOCATION
Gran Hotel Atlantis Bahía Real
Av. Grandes Playas, s/n
35660 Corralejo, Fuerteventura
Las Palmas
DESCRIPTION
DESCRIPTION
On 18 June 2015, Hispania acquired the Suite Hotel Atlantis
Fuerteventura Resort, a 4* hotel with 383 keys located
in Corralejo, in the north of the island of Fuerteventura.
It has three restaurants, seven bars, a spa, seven openair swimming pools, three tennis courts and landscaped
gardens, spread over approximately 50,400 sqm.
On 18 June 2015, the Hispania Group acquired Gran Hotel
Atlantis Bahía Real, which is a 5* deluxe category hotel.
The hotel has a total of 242 keys. It was opened in 2003
and is located on the beachfront, a stone’s throw from the
Las Dunas de Corralejo National Park, whose beaches were
recently classified as the best in Spain. It is an iconic hotel
in Fuerteventura and one of the most outstanding within
the 5* Deluxe category in the Canary Islands.
The hotel is operated by the Atlantis Group, with a contract
in force until June 2018, plus an extension of 4 years. The
contract establishes a fixed rent equivalent to 50% of
the hotel’s EBITDAR and a variable rent of up to 89% of
EBITDAR.
The acquisition price of the asset was 48.4 million euro,
including the variable purchase price agreed according
to 2015 earnings by the hotels (not including transaction
costs).
The hotel is operated by the Atlantis Group with a contract
in force until June 2018, plus an extension of 4 years. The
contract establishes a fixed rent equivalent to 50% of
the hotel’s EBITDAR and a variable rent of up to 89% of
EBITDAR.
The acquisition price of the asset was 74.7 million euro,
including the variable purchase price agreed according
to 2015 earnings by the hotels (not including transaction
costs).
23
Sandos San Blas Nature Resort & Golf
LOCATION
Sandos San Blas Nature Resort
& Golf Av. De Greñamora, 1,
Santa Cruz de Tenerife
DESCRIPTION
On 19 November 2015, Hispania acquired Hotel Sandos
San Blas, a 5 * hotel with 331 keys located in Adeje (South
Tenerife) on the beachfront near the Reina Sofia airport.
The hotel has two restaurants, three bars, executive
rooms, sports facilities, eight swimming pools and spa,
as well as a 4-hectare nature reserve. The hotel is in an
excellent state of repair.
This acquisition has been signed for a total of 36.8 million
euro (excluding acquisition costs).
The Sandos Group will continue as the Hotel operator, with
a fixed lease contract in force until October 2020.
Hotel Meliá Jardines del Teide
LOCATION
Hotel Meliá Jardines del Teide
Costa Adeje
DESCRIPTION
Hotel Meliá Jardines del Teide was acquired on 12
September 2014 for 36.7 million euro (not including
acquisition costs).
This is Hispania’s first investment in the Canary Island
hotel market, one of the target areas for the Group within
the holiday hotel segment, a key area within of Hispania’s
strategy.
Hotel Meliá Jardines del Teide is a 4 *hotel with 299
keys located in Costa Adeje, the most exclusive zone in
the south of Tenerife, in the Canary Islands. The hotel
has 12,000 sqm of landscaped gardens, with indigenous
species and terraces, adjacent to the Playa del Duque
beach, and offers a wide range of services. Its facilities
include 3 swimming pools and a solarium, bars and
restaurants, 3 executive rooms with a capacity of up to 450
people, the Lunch Level zone and squash courts.
In the fourth quarter of 2015, Hispania completed the
repositioning of the hotel following investment of 7.5
million euro. This repositioning took the form of a general
improvement of all the common areas in the hotel,
development of the Premium Level segment of Meliá in
23% of the rooms, as well as the creation of a “Level” zone
to provide a service to these rooms. The remaining 77%
have been refurbished.
24
Deal with the Barceló Group
LOCATION
Sample of 4 hotels of a total of 16.
Barceló Cala Viñas
Calle Coral, 2-4
07184 Cala Viñas
Illes Balears-ESPAÑA
Barcelo Isla Cristina
C/ Dr. Delgado Carrasco, s/n, 21410 Isla Cristina
Huelva-ESPAÑA
Barceló Margaritas
Avenida Gran Canaria, 40
35100 Playa del Inglés
Gran Canaria-ESPAÑA
Barceló Fuerteventura Thalasso Spa
Av. de El Castillo, s/n,
35610 Caleta de Fuste, Antigua,
Las Palmas - ESPAÑA
25
DESCRIPTION
Agreement:
On 14 April 2015, Hispania Real signed a binding agreement with the Barceló Group (hereinafter “Barceló”) to create the
first hotel listed property investment company in Spain (BAY) focused on the holiday segment, an industry in which Spain
is a world leader.
Under the agreement, Hispania will in an initial phase acquire 11 hotels (3,946 keys) and 1 shopping centre and have the
option to acquire an additional 5 hotels (2,151 keys) and another shopping centre in a second phase.
Barceló continues to operate the hotels acquired through lease contracts for an initial period of 15 years.
In the last quarter of 2015, Hispania concluded the two phases of the deal with Barceló, for a total value of 458.6 million
euro, including 25.2 million euro of capex invested until the execution date (excluding acquisition costs) with syndicated
bank finance for 234 million euro.
A crucial part of the deal was that Hispania reached an agreement with Barceló by which the final participation of each
partner in BAY will be 76% for Hispania and 24% for Barceló, thus cancelling the option initially held by Barceló to increase
its holding to 49%.
Hispania’s final capital contribution for the acquisition of 76% of BAY has been 189 million euro.
This transaction includes most of the holiday hotel portfolio owned by Barceló in Spain, located in the Canary Islands,
the Balearic Islands and Andalusia. These are tourist destinations that have performed well in recent years, and they are
expected to continue to consolidate their position in the future. Over 90% of the keys in the 16 hotels are 4*; most of the
hotels are also leaders in their respective areas of influence.
By means of clarification, the chart below sums up the structure of this operation:
Barceló
G
76%
R
U
P
O
24%
BAY
11 Hotels y S.C
Isla Crisna
Cabo de Gata
Jandia Playa
Jandia Mar
Cala Viñas
Hamilton
Ponent Playa
Pueblo Ibiza
Pueblo Menorca
La Galea
Varadero
SC El Casllo I
La Marina
Thalasso SPA
3,946 keys
Phase I: Executed in October 2015
BCH
Las Margaritas
Lanzarote
Fuerteventura
Casllo
SC El Casllo II
PDV
Pueblo Park
2,151 keys
Phase II: Executed in December 2015
26
Formalization of Phase I
On 15 October Hispania executed the first phase of the operation agreed in April 2015 with the Barceló Group within the
planned time frame by acquiring a holding of 80.5% of the share capital of Bay Hotels & Leisure, S.A. (BAY).
At the time the deal was concluded, BAY owned 11 holiday hotels (3,946 keys) located in the Canary Islands, Balearic Isles,
Huelva and Almeria, and a shopping centre located in Fuerteventura. BAY has signed respective lease contracts for the
hotels with the Barceló Group.
For the execution of Phase I an initial 64 million euro was drawn on the total syndicated amount of 234 million euro.
Formalization of Phase II:
On 14 December Hispania executed the Second Phase of the operation agreed in April 2015 with the Barceló Group,
reducing its holding to 76% of the share capital of Bay Hotels & Leisure, S.A. (BAY) and agreeing to cancel the option held
by Barceló Group to increase its holding to 49%, limiting it to a maximum of 24%.
The acquisition of assets in the Phase II was financed through a capital increase in BAY by its current shareholders. A sum
of 186 million euro was drawn on the facility (so drawing the total available amount of 234 million euro, resulting in total
equity of 246 million euro (64 million euro for the execution of Phase I and 170 million euro for Phase II, including an
adjusted net treasury position of 12 million euro).
27
GRUPO DUNAS’ HOTELS
LOCATION
DUNAS MIRADOR
C/ Einstein s/n
35100 Sonnenland
Las Palmas ESPAÑA
DUNAS DON GREGORY
C/ Las Dalias 11
35100 - Las Palmas
ESPAÑA
DUNAS SUITE VILLAS
Avda Sunair s/n
35100 Maspalomas,
Las Palmas ESPAÑA
3
1
2
4
DUNAS MASPALOMAS
San Bartolomé de Tirajana
Las Palmas- ESPAÑA
28
Hoteles del Grupo Dunas Hotels & Resorts
DESCRIPTION
Hispania signed a binding agreement with the partners of Dunas Hotels & Resorts for the acquisition of four hotels located
in Maspalomas in the south of Gran Canaria island, with a total of 1,183 keys. Hotel Dunas Don Gregory (4*, 241 keys),
Hotel Dunas Suites & Villas (4*, 301 keys), Hotel Dunas Maspalomas (4*, 205 keys) and Hotel Dunas Mirador (3* 436 keys).
The acquisition will be carried out through various agreements that include the purchase of mortgage debt and a
commitment to recapitalise the company and end the current insolvency proceedings of Dunas Hotels & Resorts.
Hispania’s total investment will be around 75 million euro, and an additional investment for repositioning the assets of
over 9 million euro is planned. The operation is still pending execution, as it is subject to approval by the Creditors’ Council
so it has had not impact on Hispania’s accounts for the year.
The current partners of Dunas Hotels & Results will act as Hispania’s business partners, operating the said hotels through
a variable lease contract for an initial period of 10 years, with possibility of extension, including a minimum guaranteed
amount.
The acquisition of these hotels will complement Hispania’s holiday portfolio in the Canary Islands, strengthening its
presence in the island of Gran Canaria, where it already has Hotel Barceló Margaritas.
29
B. Offices
Torre 30 Building
LOCATION
Torre 30 Building
c/ Albacete, 3, de Madrid
DESCRIPTION
On July 8th, 2014 Hispania acquired an office building located in C/Albacete, 3,
Madrid, through the purchase of 90% of Hispania Fides.
The acquisition price was 26.2 million euro, equivalent to €2,293/sqm. The
building has a total GLA of 11,417 sqm, split on 13 floors, with 306 parking
spaces.
PENDIENTE FOTO Y
MAPA
Currently a pre-contract for rental has been concluded for 100% of the building
with Grupo Ilunion, at a rental of €16.5/sqm until 2029.
30
LOCATION
c/ Gabriel García Márquez, 2.
Las Rozas. Madrid
CRISTALIA PLAY Building
LOCATION
CRISTALIA PLAY Building
Vía de los Poblados, 3. Parque Empresarial. Madrid
DESCRIPTION
DESCRIPTION
On June 25th, 2015, Hispania Real acquired an office
building located on C/Gabriel García Márquez, 2 in Las
Rozas, to the north-west of the city of Madrid. It has a GLA
of 11,058 sqm, on 3 floors and 544 parking spaces. The
building has 100% occupancy as the headquarters of the
US engineering company Foster Wheeler, through has a
rental contract.
On June 25th, 2015, Hispania Real acquired an office
building located in the Parque Empresarial Cristalia,
business park in the north-east of Madrid, with a GLA of
10,928 sqm, on 7 floors and with 202 parking spaces. It is a
Class A building with a Gold LEED certification.
The acquisition price of the asset was 23.3 million euro
(not including transaction costs).
(excluding transaction costs).
31
América Building
murano Building
LOCATION
LOCATION
América Building
C/ Josefa Valcárcel 42, Madrid
Murano Building
C/ Emilio Vargas 2, Madrid
DESCRIPTION
DESCRIPTION
On December 15th, 2015, Hispania Real bought an office
building located at C/Josefa Valcárcel, 42, in an area
undergoing development and change, with large-scale
office developments and high-end tenants. This acquisition
strengthens Hispania’s presence in the area of Avenida
América - M-30/A-2, one of the areas with the greatest
potential for revaluation within the Madrid office market.
On 8 July 2014, Hispania acquired an office building located
at C/Emilio Vargas, 2, Madrid, through the purchase of 90%
of Hispania Fides.
It is a modern office building, with high-quality open
spaces and with excellent visibility from the A-2.
The building is occupied at 73% by Grupo Planeta and La
Razón. It has a GLA of 9,272 sqm, with 174 parking spaces.
The price of the asset was 18.5 million euro (not including
transaction costs).
(not including transaction costs). The building has a GLA
of 7,574 sqm on 7 floors and 123 underground parking
spaces.
The building is under a marketing phase, following
completion of the full renovation during the first quarter
of 2015, which was carried out in only three months,
including the complete refurbishment of the communal
areas: the main hall, the floor hall and conveniences, and
the development of a second access for cars, making it
easier to enter and leave the building, at a total investment
of over 1.6 million euro.
32
Mizar Building
Príncipe de Vergara Building
LOCATION
LOCATION
Mizar Building
C/ Albacete 2, Madrid
Príncipe de Vergara Building
Príncipe de Vergara 108, Madrid
DESCRIPTION
DESCRIPTION
On 8 July 2014, Hispania acquired the office building next
to Edificio Torre 30, located in C/Albacete, 2, Madrid,
through the purchase of 90% of Hispania Fides.
On 27 March 2015, Hispania Real acquired an office
building located on C/Príncipe de Vergara, 108 in Madrid.
The acquisition price was 20.9 million euro. The building
has a GLA of 7,348 sqm on 6 floors and 124 underground
parking spaces.
The building is 100% occupied by Grupo Ilunion and
Paramount.
The acquisition price was 25 million euro (not including
acquisition costs), equivalent to €3,718/sqm above ground.
The building has an total GLA of 6,724 sqm on 12 floors,
including commercial premises of 559 sqm, plus 68
underground parking spaces. The main tenant of the
building is Babel Sistemas de Información.
33
Ramirez de Arellano Building
LOCATION
Ramirez de Arellano Building
C/ Ramírez Arellano 21, Madrid
Altamar Building
LOCATION
Altamar Building
Avda. de Bruselas 6, Alcobendas.
Madrid
DESCRIPTION
DESCRIPTION
in C/Ramírez de Arellano, 21, in Madrid, through the
purchase of 90% of Hispania Fides.
On 15 December 2015, Hispania Real acquired an office
building located in Alcobendas, Madrid province, with a
GLA of 5,219 sqm and 151 parking spaces.
The acquisition price was 22 million euro. The building has
a total GLA of 6,364 sqm on 6 floors and 110 underground
parking spaces. It is 100% occupied by Publicis.
The building was built in 2000. It is located on Avenida
de Bruselas, 6 in what is the consolidated Arroyo de la
Vega area. The acquisition of this building strengthens
Hispania’s position in the office sector in the northern
Madrid area (A1).
The building is 84% occupied by TNT, Banesto and other
companies.
The final price was 12.3 million euro (not including
acquisition costs).
34
Comandante Azcárraga, 3
Building
LOCATION
Building
C/ Comandante Azcárraga 3, Madrid
Príncipe de Vergara-Auditorio
Building
LOCATION
Príncipe de Vergara-Auditorio Building
c/ Suero de Quiñones, 42. Madrid
DESCRIPTION
DESCRIPTION
On 9 July 2014, Hispania announced the acquisition of an
office building in Madrid for 15 million euro (not including
acquisition costs), equivalent to €2,920/sqm above ground.
On 30 September 2015, Hispania Real acquired an office
building located on Príncipe de Vergara, close to the
Auditorio Nacional concert hall. It has a total GLA of 4,815
sqm on 6 office floors, 2 commercial premises on the
ground floor and 95 parking spaces on 3 underground
floors.
The building is located at C/Comandante Azcárraga, 3,
Madrid. It has a GLA of 5,138 sqm on 7 floors and over
202parking spaces.
The building is located in the Chamartín district in northeast Madrid. It has very good transport connections (less
than 15 minutes from the airport), with direct access
to the M-30 and less than 10 minutes from Paseo de la
Castellana, Madrid’s central business district.
In 2015 the building’s renovation was completed, with
work being done on the communal areas.
(not including transaction costs). In addition, an initial
investment plan was prepared for around 4.3 million euro.
The building was constructed in 1991, with an unusual
copper-coloured angled curtain wall façade that highlights
the top of the main building.
The acquisition of this asset strengthens Hispania’s
positioning in the capital’s central business district in the
northern zone of Príncipe de Vergara street, one of the
areas with the biggest potential for revaluation in the
Madrid office market, in which Hispania already has two
other office assets (Pechuán and Príncipe de Vergara, 108).
35
Arcis Building
LOCATION
Arcis Building
C/ Quintanapalla 8, Madrid
Talos Building
LOCATION
Talos Building
c/ Quintanapalla 10, Madrid
PENDIENTE FOTO Y
MAPA
DESCRIPTION
DESCRIPTION
On 28 July 2014, Hispania announced the acquisition of a
portfolio of buildings from IDL. Among them is an office
building located in C/Quintanapalla, 8, Madrid, in the Las
Tablas area (adjacent to the BBVA headquarters).
On 28 July 2014, Hispania acquired an office building from
IDL located at C/Quintanapalla, 10, Madrid, in the area of
Las Tablas (near the BBVA headquarters).
The acquisition price was 10.7 million euro (not including
additional transaction costs). It has a GLA of 4,691 sqm, on
6 floors with 128 parking spaces.
transaction costs). It has a GLA of 6,636 sqm, on 4 floors
with 78 parking spaces.
This asset is next to the Talos office building, also acquired
from IDL.
The building is adjacent to the Edificio Arcis, also acquired
from IDL, and is currently 100% occupied by IDEO.
The building is 40% occupied by Incadea Spain, Quental
Technologies and Editorial Médica Panaméricana.
36
Pechuan Building
LOCATION
Pechuan Building
C/ Pechuán 1, Madrid
Comandante Azcárraga, 5 Building
LOCATION
Building
c/ Comandante Azcárraga, 5, Madrid
PENDIENTE FOTO Y
MAPA
DESCRIPTION
DESCRIPTION
On 8 July 2014, Hispania acquired an office building
located at C/Pechuan, 1, Madrid, through the purchase of
90% of Hispania Fides.
at C/Comandante Azcárraga, 5, Madrid, through the
The acquisition price was 12.7 milllion euro. The building
has a GLA of 3,579 sqm, on 5 floors with 68 parking spaces.
The acquisition price was 8.3 milllion euro. The building is
next to Edificio Comandante Azcárraga, 3. It has a GLA of
3,547 sqm on 2 floors and 40 parking spaces.
Currently it is 100% occupied by Grupo Ilunion, with a
long-term contract until 2029.
Currently it is 100% occupied by Grupo Ilunion, which is its
sole tenant.
37
Avenida de Bruselas Building
LOCATION
Avenida de Bruselas Building
c/ Avda. de Bruselas, 15, Madrid
LOCATION
c/ Rafael Morales 2, Madrid
DESCRIPTION
DESCRIPTION
On 28 July 2014, Hispania Real acquired an office building
from IDL located at C/Avenida de Bruselas, 15 in Madrid.
On 28 July 2014, Hispania acquired an office building from
IDL located at C/Rafael Morales, 2 in Madrid.
transaction costs). It has a GLA of 3,458 sqm, on 4 floors
with 94 parking spaces.
transaction costs). The building has a GLA of 2,763 sqm, on
5 floors with 87 parking spaces.
Currently the building is occupied 87% by Bosch, Flir and
IDL.
The building is being completely renovated, with the main
emphasis on its communal areas. The work is expected to
be completed in the first quarter of 2016.
The building is next to the NH San Sebastián de los Reyes
hotel, which was also acquired by Hispania from the IDL
Group.
Currently, it is 68% occupied, with the main tenants being
Orange España, Centro Genética Avanzada and Riso
Ibérica.
38
Orense Building (One floor)
LOCATION
Orense Building (One floor)
c/ Orense 81, Madrid
Av. De Burgos Building (One floor)
LOCATION
Av. De Burgos Building (One floor)
Avda. de Burgos 8, Madrid
DESCRIPTION
DESCRIPTION
On 8 July 2014, Hispania acquired one floor of the office
building located at C/Orense, 81 in Madrid, through the
On 8 July 2014, Hispania acquired one floor of the office
building located at Avenida de Burgos, 8 in Madrid,
through the purchase of 90% of Hispania Fides.
The price of the deal was 3.2 million euro. The floor has a
GLA of 1,535 sqm and 14 parking spaces.
The acquisition price was 1.8 million euro. The floor has a
GLA of 1,535 sqm and 14 park. The floor has a total GLA of
762 sqm, with 5 parking spaces.
Hispania completed the renovation of the building in
the first half of 2015. Currently the area is being actively
commersialised to achieve 100% occupancy in 2016.
Hispania completed the repositioning of the asset in the
first half of 2015. Currently it is being actively marketed to
ensure its full occupancy in 2016.
39
Cristal Building
LOCATION
Cristal Building
Crta. N-150, Km 6,7, Barberá del Vallés
Barcelona
Les Glòries-Avd. Diagonal Building
LOCATION
Les Glòries-Avd. Diagonal Building
Avda. Diagonal 188-218,
Barcelona
DESCRIPTION
DESCRIPTION
On 15 December 2015, Hispania acquired an office building
located in the Sant Cugat del Vallés area in Barcelona. The
building has excellent transport links via the N-150, and is
20 minutes from the central business district. It has quality
tenants with long-term contracts, the main one being
Xerox.
On 27 June 2014, the Hispania Group announced the
acquisition of the office building located in the Plaza de Les
Glòries area, at Avenida Diagonal, 188-218, in Barcelona.
The building is located at the intersection with Avenida
Diagonal, and forms part of the complex that includes the
Les Glòries shopping centre, which is being completely
renovated and will help increase the value of the buildings
around it.
It is a multi-tenant office building with a GLA of 11,088
sqm and 139 parking spaces. Currently it has an occupancy
rate of 91%. The acquisition cost was 10 million euro (not
including transaction costs).
The acquisition price of was 21.1 million euro (excluding
transaction costs).
The building has a total area of 9,519 sqm, on 5 floors,
commercial premises of 728 sqm and 67 parking spaces.
The building is next to Edificio Les Glòries-Gran Via, and
the complex formed by the two buildings is located in
one of the main areas for commercial development in the
city. Together with the business centre of Barcelona, it is
the district with the highest volume of rental contracts.
It is extremely well connected to the centre by the
underground train system, bus and tram, and stands 20
minutes from El Prat Airport.
40
Les Glòries-Gran Vía Building
LOCATION
Les Glòries-Gran Vía Building
c/ Gran Via 866-872, Barcelona
ON Building
LOCATION
ON Building
c/ Llull 321, Barcelona
DESCRIPTION
DESCRIPTION
On 27 June 2014, Hispania acquired an office building
located in the Plaza de Les Glòries area, at Gran Via, 866872, in Barcelona.
On 31 July 2014, Hispania announced the acquisition
of an office building located in Barcelona from MEAG
Asset Management. The deal was worth 18.1 million
euro (not including transaction costs).
The acquisition price was 19.0 million euro (which does not
include transaction costs).
The building has a GLA of 8,680 sqm, on 3 floors and 68
parking spaces.
This multi-tenant building is next to the Edificio de Les
Glòries Diagonal, which is 100% occupied, with Atento as
the main tenant.
The building acquired is Edificio ON, located at C/Llull
321, within the 22@ district in Barcelona. It has a GLA
of 6,908 sqm, on 8 floors with 134 parking spaces.
The building is strategically located at the axis of
Pujades-Llull-Diagonal, an established area in high
demand within the new 22@ business district. This is
the main growth area for the Barcelona office market
in the medium term, in which the city council plans
to invest strongly with the aim of renewing its current
layout completely and consolidating it as the new
technology, R&D and service district for the city. The
starting point of this remodelling process is towards
the north of the city at the confluence of Av. Diagonal
with Gran Vía de Les Cortes Catalanas. It will provide
the 22@ district with improved sustainability, design
and access, and is very likely to increase the value of
the assets located in this zone.
41
Plaza Les Glòries Building
LOCATION
Plaza Les Glòries Building
c/ Ciudad de Granada 178,
Barcelona
LOCATION
c/ Don Cristian 3-5, Málaga
DESCRIPTION
DESCRIPTION
On 6 October 2015, Hispania Real acquired an office
building located in Plaza de Les Glòries in Barcelona, at a
total cost of 8 million euro (not including acquisition costs).
at C/Don Cristian, 3-5 in Malaga, through the purchase of
90% of Hispania Fides.
The building is an example of industrial rationalist
architecture of the period, built in 1941-1942 and
renovated in 1993-1995, as part of the operation to
construct the Les Glòries shopping centre. With a GLA of
3,311 sqm, on 3 floors, it strengthens Hispania’s positioning
in a key investment area where it already had a significant
presence.
The acquisition price was 6.3 million euro. It has a GLA of
4,288 sqm, on 2 floors.
The acquisition of the Barcelona asset completes the set
of Glòries buildings owned by Hispania. The building is
100% leased on a long-term contract with Gore Tex. With
this acquisition, the 3 buildings in Les Glòries with a GLA of
over 22,000 sqm have a total rental occupancy of 98.6%.
The building is 74% occupied by Aegón, Deloitte and
Integrated.
It is being completely renovated, with particular emphasis
on its communal areas. The work is expected to be
completed in the first quarter of 2016.
42
C. Residential
Residential units in Sanchinarro
LOCATION
Residential units in Sanchinarro
C/ Pi i Margall, 29-31 y 45-47
Madrid
Residential units in Majadahonda
LOCATION
Residential units in
Majadahonda
C/ Doctor Pérez Gallardo, 3
DESCRIPTION
DESCRIPTION
On 30 March 2015, the Hispania Group announced the
purchase by Hispania Real, its wholly-owned subsidiary, of
a residential complex made up of 284 dwellings of two and
three-bedroom, 311 parking spaces, 284 storage rooms
and rented commercial premises. The residential units are
in a gated community with landscaped gardens.
The price of the operation was 61.4 million euro (which
does not include transaction costs).
Of the total 284 dwellings, as of the close of 2015, 144 are
classified as Protected Public Housing for rental, with their
protected status ending on 4 April 2016. The rest are freemarket homes. The commercial areas are currently leased
to a supermarket.
Located to the north of the city of Madrid, Sanchinarro
is one of the most dynamic residential neighbourhoods
in northern Madrid. In recent years, a large number of
companies have chosen Sanchinarro and the surrounding
area to establish their corporate headquarters, boosting
the strong residential demand in the zone.
On 29 October, Hispania acquired a residential complex
of 115 dwellings in Majadahonda. The complex was
constructed in 2006, and includes 115 underground
parking spaces and 115 storage rooms. The acquisition
price of was 16.6 million euro (excluding transaction costs).
The homes occupy 4 adjoining buildings within a gated
community. The average area of each home is 84 sqm, and
each has two bedrooms and two bathrooms, as well as its
own parking space and spare room.
The homes have been classified as Protected Public
Housing for rent, but that status ends in February 2016.
With a population of around 71,000, Majadahonda is one
of the municipalities with the highest income per capita
in the region of Madrid. Located in the north-east of the
region, it has excellent transport connections to the centre
by an extensive public transport network, as well as the
A-6 motorway and M-503 dual carriageway. Within Majadahonda, the development is located by the
El Carralero commercial zone and has numerous services
in the vicinity: hospitals, schools, universities (Francisco de
Vitoria and the Somosaguas Campus of the Complutense
University of Madrid) and sporting areas, including a golf
course.
43
Residential units in San Sebastián
de los Reyes
LOCATION
Residential units in San
Sebastián de los Reyes
C/ Beatriz Galindo, 6-9
Residential units in Isla del Cielo
LOCATION
Residential units in
Isla del Cielo
C/ Llull, 350-360 Barcelona
DESCRIPTION
DESCRIPTION
On 17 September 2014, Hispania acquired a building
with 84 dwellings in San Sebastián de los Reyes for 13.3
million euro (not including acquisition costs), of which
10 million euro were paid with Hispania’s own funds and
the remaining 3.3 million euro by Hispania taking over a
soft loan linked to the asset. The asset also includes 112
underground parking spaces within the same residential
complex, and 84 storage rooms.
On 12 May 2014, the Hispania Group announced the
acquisition of 200 dwellings in the Isla del Cielo residential
development in Parque Diagonal Mar de Barcelona. The
acquisition price of was 60.0 million euro (not including
transaction costs). The acquisition also includes 223
underground parking spaces within the same residential
complex.
The 84 homes acquired were constructed in 2007 and have
two or three bedrooms. They occupy two buildings and
have an average area of 100 sqm. The dwellings have been
classified as Protected Public Housing for rent, but their
protected status ends in March 2017.
With a population of around 82,000, San Sebastián de los
Reyes is an established municipality located 18 km north of
Madrid and with direct access via the A-1 motorway. The
development is located in an area that has been recently
developed, but that already has numerous services,
including hospitals, sports areas, schools and shopping and
leisure centres.
The homes in Isla del Cielo are located on the Barcelona
seafront at the start of the iconic Avenida Diagonal. They
are the most important property development in the city.
The area includes a commercial zone of over 88,000 sqm,
one of the biggest commercial hubs in Catalonia, 68,000
sqm of offices, a number of hotels, as well as the second
biggest park in Barcelona (14 hectares), designed by Enric
Miralles, where Isla del Cielo is located.
The residential complex consists of two residential towers
- the 17-floor Tower A, with 104 dwellings, and the 21-floor
Tower B, with 150 dwellings - as well as an underground
parking area. It also has landscaped garden areas and an
open-air swimming pool. Within the residential complex
Hispania owns 22,772 sqm, divided into 200 dwellings, 150
in Tower B and 50 in Tower A, as well as 223 underground
parking spaces.
III. Corporate operations by
Hispania Activos Inmobiliarios
45
III. Corporate operations by Hispania Activos Inmobiliarios
a) Capital increase by Hispania Activos Inmobiliarios
On 27 April 2015, Hispania successfully completed a capital increase of 337 million euro geared towards institutional investors. The
operation was carried out through an accelerated book-building process. Demand was so high that the operation was concluded within
three hours.
Total demand was over 844 million euro at the placement price of €12.25 per share, a discount of 4.7% on the share price of €12.86 per
share at the closing date of the operation.
b) General Shareholders’ Meeting
Hispania’s first General Shareholders’ Meeting was held on at 12 pm on 29 June 2015 at first call at the Hesperia Castellana Hotel. All the
resolutions on the agenda were approved.
The breakdown of the shareholders’ meeting was as follows:
Shareholders attending
2,139,628 shares
2.591% of share capital
Shareholders represented
59,642,065 shares
Total shareholders
61,781,693 shares
The tables below show details of the votes and percentage in favour of each item on the agenda voted on:
RESOLUTIONS
NUMBER OF VOTES
% OF VOTES IN FAVOUR
46
RESOLUTIONS
NUMBER OF VOTES
% OF VOTES IN FAVOUR
Resolutions adopted
The following resolutions were adopted by Hispania’s Ordinary General Shareholders’ Meeting:
1- Examination and approval of:
(i)
(ii)
The Company’s 2014 Individual Financial Statements, including:
-
Balance Sheet
-
Statement of Comprehensive Income
-
Statements of Changes in Equity
-
Statement of Cash Flows and notes to the financial statements
-
Management Report, and
The Company’s 2014 Consolidated Financial Statements, including:
-
Consolidated Statement of Financial Position
-
Consolidated Statement of Comprehensive Income
-
Consolidated Statements of Changes in Equity
-
Consolidated Statements of Cash Flows
-
Notes to the consolidated financial statements
-
Management Report
2- Examination and approval of the proposed allocation of profit or loss for the year ended 31 December 2014.
3- Examination and approval of the management of the Company by the Board of Directors in 2014.
47
4- .- Amendments to the By-laws in order to adapt their content to Law 31/2014, of 3 December, by which the Corporate
Enterprises Act is amended for the improvement of corporate governance, and to incorporate other improvements of a
technical nature.
4.1. Amendment of article relating to the issue of bonds and other securities.
4.2. Amendment of articles relating to the General Meeting: participation of the Meeting in matters of management,
notice and right to attend.
4.3. Amendment of articles relating to the Board of Directors: duties, remuneration, appointment of positions,
meeting procedures, Audit Committee and Appointments and Remuneration Committee.
Amendment of articles relating to the Annual Corporate Governance Report, Annual Report on the Remuneration
of the Board Members and web page.
4.4. Removal of the transitional provision.
5- Amendments to the Regulations of the General Shareholders’ Meeting in order to adapt their content to Act 31/2014,
of 3 December, by which the Corporate Enterprises Act is amended for the improvement of corporate governance, and to
incorporate other improvements of a technical nature.
5.1. Amendment relating to the competencies of the General Shareholders’ Meeting.
5.2. Amendments relating to the notice of the General Shareholders’ Meeting.
5.3. Amendments relating to the right to information of the shareholders.
5.4. Amendments relating to the right to attendance and representation.
5.5. Amendment and introduction of the article relating to the adoption of resolutions.
5.6. Renumbering of articles.
5.7. Removal of the transitional provision.
6- Information on the amendment to the Regulations of the Board of Directors, in order to adapt their content to Law
31/2014, of 3 December, by which the Corporate Enterprises Act is amended for the improvement of corporate governance,
and to incorporate other improvements of a technical nature.
7- Examination and approval of changes to certain aspects of the Investment Manager Agreement between the Company
and Azora Gestión, S.G.I.I.C., S.A.U., as agreed and amended on 21 February 2014, and authorisation for the proposed
changes to the general authority granted to the aforementioned investment manager.
7.1. Modifications and clarifications on the functioning and interpretation of the investment restrictions under
section 1 of Schedule 3 (Investment Restrictions) of the Investment Manager Agreement.
7.2. Modifications and clarifications on matters requiring the prior approval of the Executive Committee and
of the Board of Directors of the Company under paragraphs 2 and 3, respectively, of Schedule 3 (Investment
Restrictions) of the Investment Manager Agreement.
7.3. Other modifications and clarifications of a technical nature.
7.4. Modification of the terms of the general power of attorney granted by the Company to the Investment
Manager.
48
8- Approval of the shortening of the notice period for Extraordinary General Meetings of Shareholders in accordance
with article 515 of the Corporate Enterprises Act.
9- Share capital increase for the nominal amount of 41,295,000 euros through the issue and circulation of 41,295,000
new ordinary shares with a par value of 1 euro each, along with the share premium to be determined by the Board of
Directors, which will be fully subscribed and paid through monetary contributions, recognising preferential subscription
rights and allowing for incomplete subscription.
Delegation to the Board of Directors, along with the power to sub-delegate, of the precise powers needed to carry out
the resolution and to determine the conditions thereof for all aspects not foreseen in the Resolution, by virtue of article
297.1.a) of the Corporate Enterprises Act, as well as to modify article 5 of the By-laws.
10- Delegation to the Board of Directors, with the express power to sub-delegate and for a five (5) year period, of the
authority to increase share capital in accordance with article 297.1.b) of the Corporate Enterprises Act, up to one-half of
the share capital existing at the date of delegation.
Delegation of the power to exclude preferential subscription rights in respect of any capital increases that may be resolved
by virtue of this authorisation. This authorisation is limited to a maximum par value, overall, equal to 20% of share capital
at the date of this authorisation. 11- Delegation to the Board of Directors, with express power of substitution, for the period of five (5) years, of the power
to issue debentures or bonds exchangeable and/or convertible into the shares of the Group or non-Group company, and
warrants on newly issued shares or outstanding shares of the Group or non-Group company.
Establishment of the criteria for determining the conditions and ratios for conversion, exchange or exercise.
Delegation to the Board of Directors, with express power to sub-delegate, of the necessary powers for establishing
the conversion, exchange or exercise conditions and ratios, and, in the case of convertible bonds and warrants on
newly-issued shares, to increase capital by the amount necessary to meet requests for the conversion of bonds or the
exercise of the warrants, with the power, in the case of the issuing of convertible securities and/or warrants on newlyissued shares, to exclude the preferential subscription rights of the Company’s shareholders, although this power will
be limited to a maximum nominal amount, overall, equal to 20% of the share capital of the Company on the date of this
authorisation.
12- Authorisation to the Board of Directors for the derivative acquisition of treasury stock in accordance with the limits
and conditions laid down in the Corporate Enterprises Act. Delegation of powers to the Board for the execution of this
resolution. Revocation of the previous authorisations.
13- Approval of the Remuneration Policy for board members.
14- Delegation of powers for the formalisation and execution of all the resolutions adopted by the ordinary General
Shareholders Meeting, for conversion thereof into a public instrument and for its interpretation, amendment, addition,
development and registration.
15- Advisory vote of the “Annual Report on Company Remuneration” for 2014.
IV. Summary of the Financial
Statements as of 31 de
December 2015
50
IV. Summary of the Financial Statements
as of 31 December 2015
A. Consolidated Financial Statements
a) Balance sheet account as of 31st of December 2015
Thousand Euros
NON-CURRENT ASSETS
Intangible assets
Tangible assets
Investment property
Non-current financial assets
Deferred tax assets
CURRENT ASSETS
Stocks
Trade and other receivables
Receivables
Other credits with public
administrations
Other current financial
assets
Cash and cash equivalents
TOTAL ASSETS
31/12/2015
31/12/2014
1,471,419
59
64,200
1,360,613
438,515
34
422,365
38,523
2,906
8,024
13,210
251,381
1,786
211,449
32
27,896
4,869
22,407
2,150
5,489
2,719
1,009
2,347
220,690
204,201
1,722,800
649,964
Thousand Euros
EQUITY
Share capital
Share premium and other
reserves
Shares of the Parent
Profit for the period
Non-controlling interests
NON-CURRENT LIABILITIES
Long-term provisions
Non-Current Liabilities
Non-current bank
borrowings
Derivatives
Other non-current
financial liabilities
Deferred tax liabilities
Long term accruals
CURRENT LIABILITIES
Current Liabilities
Current bank borrowings
Derivatives
Other current financial
liabilities
Trade and other payables
Suppliers and creditors
Other debts with public
administration
Short term accruals TOTAL LIABILITIES AND
EQUITY
31/12/2015
31/12/2014
1,018,448
82,590
560,238
55,060
791,683
477,910
(1,088)
66,681
78,582
632,823
878
569,828
17,131
10,137
76,105
398
70,794
535,656
56,414
12,527
658
21,645
13,722
53,544
8,573
71,529
46,652
13,995
6,175
4,913
13,621
6,296
5,246
8
26,482
1,042
23,985
17,242
7,208
6,676
6,743
532
892
117
1,722,800
649,964
The comparative information included in this consolidated balance sheet corresponds to the period of 11 months and 9 days ending 31
December 2014. At this date, the Hispania Group was formed by Hispania Activos Inmobiliarios, S.A. (Dominant Company), Hispania Real
SOCIMI, S.A.U. and Hispania Fides, S.L. The inclusion within the scope of consolidation of Hespérides Bay, S.L.U., Hospitia, S.L.U. and Hispania
Hotel Management, S.L.U. (previously Dunas Bay Resorts, S.L.U.) took place in the first half of 2015, while Leading Hospitality, S.L.U., Bay Hotels
& Leisure, S.A., ECO Resort San Blás, S.L.U., Bay Hoteles Canarias, S.A. and Poblados de Vacaciones, S.A. were included within the scope of
consolidation in the second half of 2015.
51
A.b. Profit and Loss Account as of 31st of December 2015
Thousand Euros
31/12/15
31/12/14
REVENUE
Rental income
Receivables
Other operating income
Personnel Expenses
Other operating expenses
NET OPERATING INCOME
Management company fees
SG&A
EBITDA
Depreciation and amortisation
Proceeds from disposal of assets
Revaluation of assets
Negative Goodwill
NET OPERATING INCOME
Financial Income
Financial Expenses
Impairment losses and income from disposal of financial instruments FINANCIAL RESULT
PROFIT BEFORE TAX
Income tax
PROFIT AFTER TAX
Non-controlling interests
37,798
33,769
4,029
911
(2,228)
(10,489)
25,992
(10,361)
(5,617)
10,014
(9)
23
54,966
23,463
88,457
2,086
(6,372)
9,021
9,021
64
(2,076)
7,009
(4,408)
(5,109)
(2,508)
(5)
45
14,049
7,496
19,077
2,542
(3,961)
-
(130)
(4,286)
84,171
(10,794)
73,377
6,696
(1,549)
17,528
(2)
17,526
394
66,681
17,132
PROFIT/(LOSS) FOR THE PERIOD ATTRIBUTABLE
TO THE PARENT
The comparative information included in the consolidated profit and loss account corresponds to consolidated data as of
31 December 2014. The inclusion within the scope of consolidation of Hespérides Bay, S.L.U., Hospitia, S.L.U. and Hispania
Hotel Management, S.L.U. (formerly Dunas Bay Resorts, S.L.U.) took place in the first half of 2015, while Leading Hospitality,
S.L.U., Bay Hotels & Leisure, S.A., ECO Resort San Blás, S.L.U., Bay Hoteles Canarias, S.A. and Poblados de Vacaciones, S.A.
were included within the scope of consolidation in the second half of 2015.
52
B. Analysis of the consolidated financial statements of the Hispania Group as of 31
December, 2015
Consolidated Profit and Loss Account
As of year end the Group obtained a net attributable profit after tax of 73,377 thousand euro (17,526 thousand euro as
of the end of 2014), primarily as a result of the income from the lease of real-estate assets, the capital gains generated by
them and the effects of corporate acquisitions.
Net Rental Income
The Group’s rental income amounted to 37,790 thousand euro (9,021 thousand euro as of the end of 2014). This
amount reflects rental income, net of rent free periods and discounts, in addition to the income obtained from the direct
management of Holiday Inn Bernabeu and Hotel Guadalmina SPA & Golf Resort hotels for 4,029 thousand euro.
Under the applicable regulatory framework for financial reporting, the Group does not consider as income the reimbursed
expenses charged to the lessees of its real-estate portfolio; instead, this income is reflected in the consolidated profit and
loss account as a reduction in the operating expenses. These reimbursed expenses amount to 3,466 thousand euro.
The graph below shows the income split per asset class as of 2015 year end:
InCome by asset class 31/12/15
Residential
12%
Hotels
56%
Oﬃces
32%
Hotels under management
12%
BAY
15%
Other hotels
29%
The different acquisition dates or entry into the scope of consolidation of the assets, affects the income of the Group, as
well as the repositioning processes’ that are currently being undertaken.
53
Operating expenses
The operating expenses included in the consolidated profit and loss account as of December 2015 are broken down as
follows:
OPERATING EXPENSES 31/12/15
(THOUSAND EUROS)
Provisions
1,372
Leases
1,188
Personnel expenses
2,228
Management
company fees
10,361
Insurances fees: 371
Bank charges: 44
Other
1,589
Advertising and PPRR: 164
Procurements: 1,010
Taxes
2,244
Other services
1,344 Supplies
1,082
Maintenance
2,775
Third party services
4,512
EBITDA by line of business
The table below shows the income and expenses for the Group by business line:
Thousand Euro
Offices
Residential
Hotels
Hotels under
management
Other
Total
Rental income and receivables
12,147
4,666
16,691
4,294
-
37,798
375
389
144
3
-
911
Other operating expenses
-2,934
-1,689
-1,387
-6,707
-15,978
-28,695
EBITDA
9,588
3,366
15,448
-2,410
-15,978
10,014
% s/Income
79%
72%
92,50%
-56%
n/a
26%
Other operating income
With respect to the Hotels under Management business line, the negative EBITDA is the result of the start of the Group’s
direct management and the costs associated with launching these hotels under new management.
With respect to the Other business line, the main cost refers to the Management fee of Azora Gestión SGIIC, which
amounted to 10,361 thousand euro.
54
Change in fair value of investment property
This heading includes the revaluation of the Group’s property assets in accordance with the valuation made by CBRE
based on RICS methodology as of 31 December 2015, which has had a positive impact on the profit and loss account of
54,966 thousand euro.
Negative consolidation difference
The management of acquisitions made during the year has generated a negative consolidation difference of 23,463
thousand euro primarily due to the business combination through BAY. In addition, and to a lesser extent, negative
consolidation differences have arisen in the business combinations of Leading Hospitality, S.L.U. and ECO Resort San Blás,
S.L.U.
Financial result
At the end of the year, the Group obtained financial income amounting to 2,006 thousand euro, corresponding to the
reversion effect of certain financial liabilities registered in 2014; the rest is due to the placement of surplus cash, mainly in
bank deposits, interest-bearing current accounts and fully liquid mutual funds.
Financial expenses include mainly the cost of loans of companies in the Group, including the cost of interest-rate hedges.
The total weighted average interest-rate on the Group’s debt at the end of 2015, including the cost of derivatives, is 2.7%,
with the average duration being 7.9 years.
At the end of 2015, 96% of the Group’s financial debt was hedged against interest-rate fluctuations.
Corporate income tax
Deferred tax assets correspond to the taxable bases or deductions that the Group expects to recover within a reasonable
period of time, and temporary asset differences that allow the Group to offset any temporary differences in liabilities that
may arise due to recognition of the property investments at market value.
During the present year the Group has calculated what the best structure would be to optimise its future tax burden.
Based on this analysis the most probable scenario is considered to be that in the future it will be subject to the tax regime
applicable to listed real estate investment companies (SOCIMI), which will reduce the tax rate applicable to future bases. It
is therefore expected that certain negative tax bases recovered in the future will be at a tax rate of 0% compared with the
25% estimated in 2014
55
Consolidated balance sheet
Non-current assets
Investment property and tangible fixed assets
During 2015 investment property and tangible fixed assets has increased significantly due to the acquisitions made
throughout the year as well as the revaluation of the year.
•
The Group’s investment activity, refleject in:
o The acquisition of 12 assets: Hotel Vincci Málaga, the Sanchinarro residential complex, Príncipe de
Vergara Building, Foster Wheeler Building, Cristalia Play Building, Gran Hotel Atlantis Bahía Real, Suite
Hotel Atlantis Fuerteventura Resort, Príncipe de Vergara - Auditorio Building, Pl. Les Glories Building,
Altamar Building, América Building and Cristal Building. The total GAV contributed by these assets at the
end of the year amounted to 358 million euro
o The following corporate operations:
§ Acquisition of 76% of the share capital of the Bay Hotels & Leisure Group for 186.2 million euro.
With this operation the Hispania Group incorporated 16 hotels (6,097 keys) and two shopping
centres, as well as other ancillary assets. The total GAV contributed by these assets at the close
of the year was 529 million euro
§ Acquisition of 100% of the shares of the company Leading Hospitality, S.L.U. (owner of
Hotel Maza and the common areas and most of the rooms in Hotel Holiday Inn Bernabéu).
Additionally the Company acquired 71 rooms and 1 commercial premises forming part of the
Hotel Holiday Inn Bernabéu that were not owned by this company. The total GAV contributed
by these hotels as of 31 December 2015 was 36 million euro.
§ The acquisition of 100% of the shares in ECO Resort San Blás, S.L. (company owning 100% of
Hotel Sandos San Blás Nature Resort & Golf (331 rooms), whose GAV as of 31 December 2015
was 37.1 million euro.
Investment in property until the end of 2015 (in million euros):
GAV DISTRIBUTION THROUGHOUT 2015
203
670
1,425
4Q
Total 2015
45
507
1Q
2Q
3Q
56
The details of the GAV at the close of the year by type of assets is as follows:
GAV Distribution
per Location 31/12/15
7%
6%
GAV Distribution
per Asset Class 31/12/15
12%
12%
42%
33%
Madrid
Barcelona
Andalucía
Canary Islands
59%
Offices
29%
Hotels
Residenal
Balearic Islands
The hotels Guadalmina Spa & Golf Resort, Holiday Inn Bernabeu and Maza have been reclassified in the Statement of
Changes in Equity under the Tangible Fixed Assets heading because at the close of the year they were being operated
directly by the Group as a temporary measure.
Non-current financial assets
The Group’s rental activity includes the obligation to deposit the amount corresponding to the bonds presented by the
lessees of these properties with the agencies of the authorities in the autonomous regions where the properties are
located. This heading includes all the bonds deposited with these agencies, as well as other deposits and additional
guarantees submitted by the lessees.
Deferred tax assets
Deferred tax assets correspond to the brought forward carried losses that partially offset the deferred liabilities arising
from the revaluation of assets of the Group companies to which the SOCIMI regime is not applicable.
These deferred assets are mainly due to the negative results of previous years as well as other temporary differences. The
Group recognised these assets at a tax rate of 25%.
Current assets
Trade and other receivables
At the end of 2015 this heading amounted to 27,896 thousand euro, corresponding mainly to the variable rentals accrued
in 2015 that are collected in the initial months of 2016 in accordance with the lease agreements.
Credits with Public Administrations
This heading as of the close of 2015 is made up the balance of credits for VAT payments and withholding tax on interest
received on capital assets.
57
Other current financial assets
This heading basically includes prepaid expenses derived from the Group’s operations.
Cash and cash equivalent
This heading includes the current accounts and other liquid assets that the Group has in financial institutions of an
outstanding credit level and that are fully available.
Liabilities and equity
Share capital and reserves
As of 27 April 2015 it was agreed to increase the share capital of the Group’s Dominant Company for €27,530,000 by
creating 27,530,000 new shares of a nominal value of €1 and €11.25 issue premium. As a result, as of 31 December 2015
the share capital is made up of 82,590,000 shares of a nominal value of €1 each, fully subscribed and paid up (55,060,000
shares of €1 nominal value and an issue premium of €9 per share as of 31 December 2014).
Also included under this heading are contributions from shareholders for €540,000, as well as the valuation of the
interest-rate hedging derivates bought by the Group to hedge the interest-rate risks of its mortgage finance.
In addition, this heading includes the reserves of consolidated companies consisting of the Group’s companies Hispania
Fides, S.L.
Stocks and own shares
As of 30 June 2015 the Dominant Company entered into a liquidity contract with Beka Finance, S.V., S.A. with the aim
of improving the liquidity position of the transactions and the regularity of the share price. As of 31 December 2015
the Dominant Company held 81,978 own shares for a total amount of 1,088 thousand euros. The result of the purchase
transactions on these own shares, registered under Equity, is a profit of 79 thousand euros. As of 31 December 2014 the
Dominant Company did not own any own shares.
Minority interests
This heading corresponds to the participation of Grupo Once in the results of Hispania Fides, S.L and of the Barceló Group
in the results of Bay Hotel & Leisure, S.A.
58
Non-current liabilities
Current and non-current debts with credit institutions
In 2015, the Group signed new finance lines with credit institutions for a nominal aggregate amount of 582 million euro.
The interest-rate risk of this finance has been hedged by swap contracts that cover 100% of the nominal amount pending
during the length of the contracts, with a maturity of between 5 and 10 years.
As of 31 December 2015, the breakdown by maturity of the debt with credit institutions was as follows:
Thousands of euros
2015
Current
Non-current
Under 1
year
1-2 years
2-3 years
3-4 years
4-5 years
Over 5
years
Total noncurrent
Total
13,805
17,239
22,019
23,441
25,317
459,809
547,825
561,630
499
-
-
-
-
-
-
499
(309)
(3,097)
(1,487)
(1,439)
(1,388)
(4,758)
(12,169)
(12,478)
13,995
14,142
20,532
22,002
23,929
455,051
535,656
549,651
Debts with credit institutions:
Loans to third parties
Interest with third parties
Debt arrangement expenses
Total
Foreign debt is mainly composed of finance with final maturities of over 10 years. However, given the repayment calendar
during the life of each of these finance lines the average weighted duration of all the Group’s debt is around 7.9 years.
Derivatives
This heading includes the liabilities derived from the adjustment at market value of the interest-rate hedges associated
with the Group’s finance.
Other non-current financial liabilities
Included under this heading are the bonds and additional deposits delivered by lessees as a guarantee of fulfilment of
their contracts, whose repayment is estimated to take place in the long term, as well as the loan granted by Corporación
Once to the subsidiary of the Hispania Fides Group for 10,000 thousand euro.
Deferred tax liabilities
This heading basically includes the deferred tax liabilities derived from the capital gains from the revaluation in property
investments of the companies in the Group not included in the SOCIMI regime.
Long-term accruals
This heading includes the initial fee corresponding to the income from the Bay Hotel & Leisure hotels since 1 January 2015
until the date of contribution of these hotels into this company.
59
Current liabilities
Other current financial liabilities
This heading includes mainly 15,500 thousand euros corresponding to the deferred purchase payment on the Atlantis
hotels, which is subject to compliance with certain objectives that the Group considers will probably be complied with.
The rest of the balance corresponds mainly to collections and payments received and issued in the BAY sub-group that
correspond to the Barceló entities. Also included are the amounts of the bonds and deposits received from the lessees,
which are estimated to be repaid in the short term.
Trade and other accounts payable
The balance of this item reflects mainly amounts pending payment to third parties outside the Group as a result of
services provided to the Company needed to carry out its ordinary activity.
This heading also registers the balances pending with public authorities that will be settled in 2016.
60
V. Appendices
61
V. Appendices
A. Estructura Accionarial
At the end of 2015, the shareholder structure of Hispania Activos Inmobiliarios, pursuant to the filings with the Spanish
Securities Market Commission made by the Company’s various investors was as follows:
APG Asset Management, N.V.:
4.22%
Hispania Management Team:
1.42%
Free float
33.87%
Cohen & Steers, Inc.:
4.22%
FMR:
9.95%
CBRE
3.55%
BWGI
3.64%
Paulson & Co. Inc.:
9.85%
Tamerlane, S.A.R.L.:
5.45%
Soros Fund Management Llc:
16.67%
B. Composition of the Board of Directors and its Dependent Committees
The composition of the Board of Directors of Hispania is as follows:
BOARD OF DIRECTORS:
Board Member
1
Mr. Rafael Miranda Robredo
2
Mr. Luis Alberto Mañas Antón
3
Mr. Joaquín Ayuso García
4
Mr. José Pedro Pérez-Llorca y Rodrigo
5
Mrs. Concha Osácar Garaicoechea 6
Mr. Fernando Gumuzio Íñiguez de Onzoño
Category
Chairman
Member
Member
Member
Member
Member
62
The Committees of the Board of Directors of Hispania are composed as follows:
EXECUTIVE COMMITTEE:
Board Member
1
2
3
Mr. Rafael Miranda Robredo
Mr. Fernando Gumuzio Íñiguez de Onzoño
Category
Chairman
Member
Member
NOMINATION AND REMUNERATION COMMITTEE:
Board Member
1
2
3
Mr. Rafael Miranda Robredo Mrs. Concha Osácar Garaicoechea
Category
Chairman
Member
Member
AUDIT COMMITTEE:
Board Member
1
2
3
Mr. Luis Alberto Mañas Antón
Category
Chairman
Member
Member

annual results report

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