The upkeep of operational sources of cash flow depends on the adaptation of the NH Hoteles Group business model to the evolution of the hotel business and the
sale of non-strategic assets. These variables depend on the overall economic cycle and on the markets’ short-term supply and demand situation. The Group’s business
units have the capacity to generate regular and significant cash flow from their operations. Likewise, the Group regularly makes cash and bank forecasts, which allow
it to assess its liquidity needs and fulfil the payment obligations it has undertaken without the need to obtain funds under onerous terms and conditions.
SHARES AND SHAREHOLDERS
NHHoteles, S.A. share capital at the end of 2013 comprised 308,271,788 (246,617,430 shares in 2012) fully subscribed and paid-up bearer shares with a par value of
two euros each. All these shares are entitled to identical voting and economic rights and are traded on the Continuous Market of the Stock Exchanges.
On 17 April 2013, the capital increase of the Parent Company approved by the Board of Directors in its meeting of 27 February 2013 was executed, incorporating
Tangla Spain, S.L., a company belonging to the Chinese HNA Group, into the shareholder base of the Parent Company with a post-increase stake of 20% of the share
capital.
The above-mentioned capital increase was fully subscribed and paid up in the nominal amount of €123,308,716 by issuing and releasing to circulation a total
of 61,654,358 ordinary shares with a nominal value of €2 per share, in addition to an issue premium of €1.80 per share (representing a total issue premium of
€110,977,844.40), entailing a total outlay of €234,286,560.40.
According to the latest notifications received by the Company and the notices given to the Spanish Securities Market Commission before the end of every financial
year, the most significant shareholdings at 31 December 2013 were as follows:
2013
2012
Grupo InversorHesperia. S.A.
20.07%
25.09%
HNA Group Co Limited
20.00%
-
Banco Financiero y de Ahorros. S.A.
12.60%
15.75%
Blackrock Inc.
5.62%
-
Intesa Sanpaolo. S.p.A
4.52%
5.65%
Pontegadea Inversiones. S.L.
4.06%
5.07%
TaubeHodson Stonex Partners LLP
3.89%
-
Fidelity International Limited
1.47%
-
CK CorporaciónKutxa. S.L.
-
6,25%
Hoteles Participados. S.L.
-
5.43%
Ibercaja Banco. S.A.
-
5,04%
Shares allocated to Employee Remuneration Schemes
-
0.84%
Shares owned by NHemployees
0.12%
0.60%
On 11 October 2013, HNA Group Co, which holds an ownership interest of 20% in the Company, informed the Spanish National Securities Market Commission
(
CNMV) of the agreement to acquire 4.059% interest fromPontegadea Inversiones, subject to the condition precedent that the transaction be approved by the Chinese
authorities. Said approval was granted on 24 January 2014, due to which HNA, at the date of preparation of these financial statements, holds an ownership interest of
24.059%
in the Company.
Furthermore, on 17 January 2014, Banco Financiero y de Ahorros, S.A. informed the Spanish Securities Market Commission of the sale of 38,834,034 shares,
representing 12.6% of its stake in NHHoteles, S.A.
The Company and the National Securities Market Commission were served notice of two shareholders’ agreements on 28 and 29 December 2009. The first of these is
formed by Caja de Ahorros de Valencia, Castellón y Alicante (Bancaja); Caja de Ahorros yMonte de Piedad de Zaragoza, Aragón y Rioja (Ibercaja); and Caja de Ahorros
y Monte de Piedad de Madrid (Cajamadrid), grouping together a total of 20.74% of share capital. The other agreement includes Hoteles Participados, S.L. and Caja de
Ahorros y Monte de Piedad de Guipuzkoa y San Sebastian (Kutxa), which groups together a total of 11.57% of share capital.
Caja de Ahorros y Monte de Piedad de Madrid and Bancaja, among other savings banks, merged to form Banco Financiero y de Ahorros, S.A. in 2011. Likewise, Caja de
Ahorros y Monte de Piedad de Gipuzkoa y San Sebastián (Kutxa) and other Basque savings banks merged on 1 January 2012 to formKutxabank.
As reported to the Spanish Securities Market Commission on 23 January 2012, the syndication agreement between Banco Financiero y de Ahorros, S.A. and Caja de
Ahorros y Monte de Piedad de Zaragoza, Aragón y Rioja (Ibercaja) was extended for an additional period of one year, until 31 December 2012. In accordance with the
notification provided to the Spanish Securities Market Commission on 12 April 2012, this agreement is automatically extended for one-year periods unless terminated
by one of the parties. As reported to the Spanish Securities Market commission on 10 October 2013, the aforesaid syndication agreement has been dissolved.
Meanwhile, Hoteles Participados, S.L. y Kutxabank reported on 20 December 2012, that the syndication agreement had been dissolved as of 31 December.
NHHoteles, S.A.’s average share price listing was 3.52 euros per share (2.42 euros in 2012). The lowest share price of 2.20 euros per share (1.70 euros inDecember 2012)
was recorded inMarch and the highest share price of 4.43 euros per share in December (3.05 euros inMay 2012). The market capitalisation of the company at the close
of 2013 stood at €1.320 billion.
CONSOLIDATEDMANAGEMENT REPORT
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