CORPORATE GOVERNANCE
-
SHAREHOLDING STRUCTURE
7
SHAREHOLDING STRUCTURE
SHARE CAPITAL 2013
The share capital increase of NH Hotel Group, S.A. was completed on April 17
th
2013.
The Chinese groupHNAbecame a new shareholder with a 20%shareholding
in the Company’s share capital. The capital increase (
€
123,308,716
M) was fully
subscribed and paid up through the issue and sale of a total of 61,654,358 ordinary
shares with a par value of
€
2
each, i.e. a total disbursement in the amount of
€
234,286,560.40
M.
As at December 31
st
2013
and following the capital increase, the Company’s share
capital is divided into 308,271,788 bearer shares with a par value of
€
2
each, which
have all been fully subscribed and paid up.
•
In 2013 the Spanish financial institutions sold their entire share in NH Hotel
Group, S.A. This was the case of Hoteles Participados, S.L., Ibercaja Banco, S.A.
and Kutxa Bank.
•
On January 17
th
2014
Banco Financiero y de Ahorros, S.A. reported the sale of
its entire share in NH Hotel Group, S.A. Pontegadea Inversiones, S.L. also sold
its share (4.06%) in NHHotel Group, S.A., effective January 24
th
2014,
to HNA
Group Co. Limited, which now holds 24.059% of the Company.
•
Following the sale by the financial institutions of their shares in the Company
throughout in 2013, the existing Syndication Agreements gradually came to an
end. Therefore, as at the date of writing, no Syndication Agreement remained
in force.
•
On April 15
th
2014
NHHotel Group signed an agreement with Intesa Sanpaolo,
thereby acquiring the Italian company’s share in NH Italia. As a result, NH
Hotel Group now holds 100% of NH Italia. NH Italia manages the Group’s hotel
business in Italy and the United States, and operates hotels in Germany, the
Netherlands and Belgium.
Through this operation Intesa Sanpaolo will have a larger interest in the
shareholding structure of NH Hotel Group, increasing its share from 4.5% to
16%,
in consideration of its 44.5% interest in NH Italia.
•
As part of its transformation process, the NH Group decided to change the
registered name of its holding company from NH Hoteles, S.A. to NH Hotel
Group, S.A.
No changes were made to our
internal corporate governance
rules in 2013. However, on
March 26
th
2014,
the Board
approved a new Internal
Code of Ethics for Activities
Conducted at the Securities
and Exchange Commission.
The new code includes, inter
alia, a special protocol on the
use and handling of sensitive
information, which applies
to all persons subject to the
regulation. It sets forth strict
security measures to prevent
undue disclosure of sensitive
information. Also onMarch
26
th
2014,
the Board of NH
Hotel Group, S.A. agreed
on a procedure regulating
conflicts of interest and
associated operations, which
applies to the members of
the Board and the senior
management, as well as the
Company.
CORPORATE GOVERNANCE
20.1%
Grupo Inversor Hesperia, S.A.
20%
HNA Group
5.62%
Blackrock
12.60%
Banco Financiero y de Ahorros, S.A.
4.1%
Pontegadea Inversiones, S.L.
3.89%
Taube Hodson (THS)
4.5%
Intesa Sanpaolo S.p.A.
29.18%
Free Float
SHAREHOLDING
STRUCTURE OF
NHHOTEL GROUP
AS ATDECEMBER
31
st
2013
24.1%
HNA Group
20.1%
Grupo Inversor Hesperia, S.A.
4.5%
Intesa Sanpaolo S.p.A.
5.62%
Blackrock
3.9%
Taube Hodson (THS)
41.8%
Free Float
*
Spain’s Securities and Exchange
Commission (CNMV), May 2014
SHAREHOLDING
STRUCTURE OF
NHHOTEL GROUP
AS ATMAY 2014
