REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY HISPANIA ACTIVOS INMOBILIARIOS, S.A., DATED 21 NOVEMBER 2014, CONCERNING THE MOTION TO WAIVE THE RESTRICTIONS ENVISAGED UNDER SECTIONS 1.2 (NON-CORE ASSETS AND DEVELOPMENT OPPORTUNITIES), 1.3 (INVESTMENT CAP OF 100 MILLION EUROS) AND 1.5 (DEBT) OF APPENDIX 3 TO THE MANAGEMENT AGREEMENT SIGNED BY THE COMPANY AND AZORA GESTIÓN S.G.I.I.C., S.A.U., AMONG OTHERS, ON 21 FEBRUARY 2014, IN RELATION TO THE ACQUISITION OF SHARES AND DEBT OF REALIA BUSINESS, S.A. THIS MOTION SHALL BE PUT BEFORE THE GENERAL SHAREHOLDERS MEETING (ITEM ONE ON THE AGENDA) TO BE HELD ON 26 AND 27 DECEMBER 2014 ON FIRST AND SECOND CALL, RESPECTIVELY
1.
PURPOSE OF THIS REPORTThe Board of Directors of Hispania Activos Inmobiliarios, S.A. (“Hispania” or the “Company”) has drawn up this report to explain the motion —which will be included as item one on the agenda and put before the General Shareholders Meeting of the Company to be held on 26 December 2014 at 12:00 noon on first call, and on 27 December 2014 at 12:00 noon on second call— to waive the restrictions envisaged under sections 1.2 (Non-Core Assets and Development Opportunities), 1.3 (investment cap of 100 million euros) and 1.5 (debt) of appendix 3 to the management agreement signed by the Company and Azora Gestión S.G.I.I.C., S.A.U., among others, on 21 February 2014 (the “Management Agreement”) in relation to the acquisition of shares and debt of Realia Business, S.A. (“Realia”).
2.
EXPLANATION OF THE MOTION TO WAIVE THE RESTRAINTS2.1
Background informationOn 21 November 2014, Hispania Real, SOCIMI, S.A.U. (“Hispania Real”), a wholly-owned subsidiary of the Company, agreed to launch a voluntary takeover bid (the “Bid”) to acquire shares in Realia Business, S.A. (“Realia”) and to enter into an agreement with the entities holding all the rights to payment against Realia (the “Existing Creditors”) under the syndicated financing facility discussed below, whereby Hispania Real is to acquire 50% of the rights to payment that each of such entities currently holds and will hold in future against Realia under the long-term syndicated financing agreement dated 30 September 2009 (the “Acquisition of Rights to Payment” and the “Financing”,
respectively), such agreement including the undertaking of the creditors and of Hispania Real to capitalise the part of their respective rights to payment that is not repaid with the funds deriving from the capital increase in Realia that Hispania Real intends to carry out should the Bid prove successful (jointly, the “Transaction”). To finance the Acquisition of Rights to Payment, Hispania Real has arranged a bridge loan facility with Banco Santander, S.A. and CaixaBank, S.A. with an available limit of 250,000,000 euros (the “Bridge Loan”).
Although the Management Agreement affords the Manager a considerable degree of discretion, it may only adopt investment, divestment and financing decisions in relation to the assets of Hispania or Hispania Real insofar as its decisions are compliant with Hispania's investment policy (Appendix 2: Investment Strategy) and fall within the limits set out in the Management Agreement (Appendix 3: Investment Restrictions).
After analysing the various steps and processes that make up the Transaction, it has ultimately been decided that for the Transaction to be carried out correctly (including possible improvements to the terms of the Bid and the Acquisition of Rights to Payment), the General Shareholders Meeting of Hispania should waive the restrictions explained in sections 2.2 to 2.4 below.
2.2
Waiver and modification of the restriction envisaged under section 1.2 (Non-Core Assets and Development Opportunities) of appendix 3 to the Management AgreementSection 1.2 of appendix 3 to the Management Agreement states that the total acquisition cost (together with any envisioned investment) of all investments in real estate other than residential property, office buildings, or hotels in Spain and student accommodation, or in development opportunities or large restoration opportunities (defined in the Management Agreement as “Non-Core Assets and Development Opportunities”), may not exceed 20% of the value of Hispania's asset portfolio immediately following the acquisition of any such asset or opportunity.
According to the valuation published by Realia in its consolidated annual accounts for the year that closed on 31 December 2013, Realia values its land assets for residential use at 366 million euros; its land assets for commercial use at 45 million euros; its shopping centre assets at 328 million euros; and its other commercial assets at 13 million euros. It is therefore foreseeable that the limit of 20%
of the total value of Hispania's asset portfolio may be breached, hence the need for this motion to waive the limit.
Accordingly, the Board requests that this restriction be waived so as to ensure that the Company, acting through Hispania Real, can complete the Transaction even though the limit may be breached. Accordingly, any land and commercial assets acquired as a result of the potential takeover of Realia will not be taken into account in future when calculating the limit envisaged in this section.
2.3
Waiver of the restriction envisaged under section 1.3 (investment cap of 100 million euros with available Hispania funds) of appendix 3 to the Management AgreementThe Management Agreement also dictates, in section 1.3 of appendix 3, that investments (including costs of acquisition and any additional investment undertaken subsequently) in a specific asset may never exceed 100 million euros for Hispania.
The Board requests that this maximum investment limit be waived, insofar as the Bid and the Acquisition of Rights to Payment by Hispania Real each entail an investment commitment (including all costs of acquisition and any additional investment undertaken subsequently) of over 100 million euros.
2.4
Waiver of the restriction envisaged under section 1.5 (debt) of appendix 3 to the Management AgreementSection 1.5 of appendix 3 to the Management Agreement states that the Company may assume debt provided it respects the following limits: (i) in no event may the consolidated level of debt at Hispania under any financing arrangement immediately following the completion of an investment or the signing of any financing arrangement exceed 40% of the value of Hispania's asset portfolio at that time; and (ii) the debt incurred in financing a specific investment may not exceed, unless authorised in advance by the Board of Directors, 65% of the total acquisition costs (including the envisioned investments) in relation to said investment, such debt to be calculated right before the signing of the relevant documentation concerning the investment.
In view of Realia's current debt levels, as gleaned from available public information, it is foreseeable that Hispania's consolidated level of debt immediately following the Bid, the Acquisition of Rights to Payment and the signing of the Bridge Loan needed for the Acquisition of Rights to Payment, may exceed 40% of the value of Hispania's asset portfolio. It is foreseeable that this situation will persist
until, firstly, Realia's planned recapitalisation is carried out (once the Bid has been executed and settled) and, secondly, the bridge loan secured for the Acquisition of Rights to Payment is eventually repaid (repayment expected to be made with the funds obtained from the capital increase proposed under item two on the agenda). The above situation would mean that the Company, upon exceeding the aforementioned 40% limit (without prejudice to the modification of the Management Agreement proposed under item four on the agenda), would no longer be able to rely on leverage when making any acquisition for as long as the situation persists, effectively paralysing the Company's investment activity.
With this in mind, the Board requests that this restriction be waived for two reasons:
so that the Company can complete the Transaction; and
so that the Company may (directly or indirectly) engage in further investments while the Transaction is being carried out, subject to the following conditions:
(a)
Investments may be made from the date on which the General Shareholders Meeting approves the waiver, assuming it does, through to the time the Bid is executed and settled, provided the investments do not in themselves, immediately after they are made, cause Hispania's consolidated debt to exceed 40% of the value of the Group's asset portfolio at that time (without prejudice to the modification of the Management Agreement proposed under point four on the agenda). When determining whether each of these investments causes the debt to exceed the aforementioned 40%, the debt deriving from the signing of the Bridge Loan needed to carry out the Transaction will not be taken into account during the period in question and solely within the context of this waiver (and therefore any such undrawn debt will not be added to the numerator when determining the ratio), and any cash or financial instrument committed by the Company for the purpose of effecting the Transaction will be deducted from the net debt.(b)
From the execution and settlement date of the Bid through to the latest to occur of the following dates: (a) the close date of the Transaction, that is, until Hispania Real and the Existing Creditors capitalise their rights to payment under the Realia Financing, or (b) the Bridge Loan is repaid, in both cases provided such investments do not in themselves, immediately after they are made, cause Hispania's consolidated debt to exceed 40% ofthe value of the Group's asset portfolio at that time (without prejudice to the modification of the Management Agreement proposed under point four on the agenda). When determining whether each of these investments causes the debt to exceed the aforementioned 40%, Realia debt deriving from the Financing will not be taken into account during this period of time and solely within the context of this waiver, since it is subject to the capitalisation commitment of Hispania and the Existing Creditors, and nor will the debt incurred by Hispania Real from the required drawdowns made under the Bridge Loan to carry out the Transaction (and therefore none of this debt will be added to the numerator when determining the debt ratio).
3.
MOTIONThe full text of the motion to waive the restrictions envisaged under sections 1.2 (Non-Core Assets and Development Opportunities), 1.3 (investment cap of 100 million euros) and 1.5 (debt) of appendix 3 to the Agreement Agreement is as follows:
“ONE.- WAIVER OF THE RESTRICTIONS ENVISAGED UNDER SECTIONS 1.2 (NON-CORE ASSETS AND DEVELOPMENT OPPORTUNITIES), 1.3 (INVESTMENT CAP OF 100 MILLION EUROS) AND 1.5 (DEBT) OF APPENDIX 3 TO THE MANAGMENT AGREEMENT SIGNED BY THE COMPANY AND AZORA GESTIÓN S.G.I.I.C., S.A.U., AMONG OTHERS, ON 21 FEBURARY 2014, IN RELATION TO THE ACQUISITION OF SHARES AND DEBT OF REALIA BUSINESS, S.A.
In relation to (i) the transaction under way by Hispania Real, SOCIMI, S.A.U. (“Hispania Real”), the wholly-owned subsidiary of Hispania Activos Inmobiliarios, S.A. (“Hispania” or the “Company”), such transaction involving a voluntary takeover bid (oferta pública voluntaria de adquisición) of Realia Business, S.A. (the “Bid” and “Realia”, respectively); the acquisition by Hispania Real of 50% of the rights to payment that the entities holding all the rights to payment against Realia (“Existing Creditors”) currently hold and will hold in future against Realia under the long-term syndicated financing agreement dated 30 September 2009 (the “Acquisition of Rights to Payment” and the “Financing”, respectively), including eventual improvements thereto; and the commitment of the Existing Creditors and of Hispania Real to capitalise the part of their respective rights to payment that is not repaid with the funds obtained from the capital increase at Realia that Hispania Real intends to carry out if the Bid is ultimately successful (jointly, the “Transaction”); and (ii) the restrictions
imposed under the management agreement signed by the Company and Azora Gestión S.G.I.I.C., S.A.U., among others, on 21 February 2014 (the “Management Agreement”):
(i)
To waive the restriction envisaged under section 1.2 (Non-Core Assets and Development Opportunities) of appendix 3 to the Management Agreement, such that the Company, acting through Hispania Real, is able to effect the Transaction even if the limit in question is exceeded, and that, therefore, the land assets, shopping centres and/or commercial premises and any other non-office tertiary assets that may be acquired as a product of the eventual takeover of Realia are not factored in when calculating the limit stipulated in that section.(ii)
To waive the restriction envisaged under section 1.3 (investment cap of 100 million euros) ofappendix 3 to the Management Agreement, such that the Company, acting through Hispania Real, is able to effect the Transaction.
(iii)
To waive the restriction envisaged under section 1.5 (debt) of appendix 3 to the Management Agreement, such that the Company is able to:(a) carry out the Transaction; and
(b) engage in further investments while the Transaction is being carried out, subject to the following conditions:
(i’) Investments may be made from the date on which the General Shareholders Meeting approves the waiver, assuming it does, through to the time the Bid is executed and settled, provided the investments do not in themselves, immediately after they are made, cause Hispania's consolidated debt to exceed 40% of the value of the Group's asset portfolio at that time (without prejudice to the modification of the Management Agreement proposed under point four on the agenda). When determining whether each of these investments causes the debt to exceed the aforementioned 40%, the debt deriving from the signing of the Bridge Loan needed to carry out the Transaction will not be taken into account during the period in question and solely within the context of this waiver (and therefore any such undrawn debt will not be added to the numerator when determining the ratio), and any cash or financial instrument committed by the Company for the purpose of
effecting the Transaction will be deducted from the net debt. For the purposes of this resolution, Bridge Loan means the bridge loan granted to finance the Acquisition of Rights to Payment, which Hispania Real has arranged with Banco Santander, S.A. and CaixaBank, S.A., with available principal of up to 250,000,000 euros (the “Bridge Loan”).
(ii’) From the execution and settlement date of the Bid through to the latest to occur of the following dates: (a) the close date of the Transaction, that is, until Hispania Real and the Existing Creditors capitalise their rights to payment under the Realia Financing, or (b) the Bridge Loan is repaid, in both cases provided such investments do not in themselves, immediately after they are made, cause Hispania's consolidated debt to exceed 40% of the value of the Group's asset portfolio at that time (without prejudice to the modification of the Management Agreement proposed under point four on the agenda). When determining whether each of these investments causes the debt to exceed the aforementioned 40%, Realia debt deriving from the Financing will not be taken into account during this period of time and solely within the context of this waiver, since it is subject to the capitalisation commitment of Hispania and the Existing Creditors, and nor will the debt incurred by Hispania Real from the required drawdowns made under the Bridge Loan to carry out the Transaction (and therefore none of this debt will be added to the numerator when determining the debt ratio).
