The three independent directors of the NH hotel group have announced their “irrevocable” resignation on Tuesday in a joint letter in which they highlight their discrepancies with the company’s main shareholder, the Thai firm Minor, owner of 94% of the capital. In the letter, Alfredo Fernández Agras —who is also Chairman of the Board of Directors—, José María Cantero de Montes-Jovellar and Fernando Lacadena Azpeitia argue that they disagree with Minor’s announcement to acquire more NH titles at prices of market, after desisting from launching an exclusion bid to take the stock off the stock market, because they consider that it is detrimental to minority shareholders.
The resignations will become fully effective at the next NH shareholders meeting, scheduled for June, according to a statement sent to the National Securities Market Commission. The rest of the council —formed by Dominical representatives of Minor; the CEO, Ramón Aragoneses; the head of operations, Rufino Pérez, and the person in charge of Assets and Development, Laia Lahoz—has been contrary to the statements of the independents and has requested an urgent meeting to “analyze the actions and statements” that they consider pertinent.
The tensions in NH came to light last week, when Minor announced its intention to buy shares for 30 days at a price of 4.5 euros per share to make the stock more liquid, given that it only has a free float of 6%. The CNMV suspended the listing for two days, after warning the majority shareholder that his move required launching a takeover bid. The company rejected it and agreed to buy at market prices for 30 days. It did come out that the supervisor and the Thai company had held talks since November to set a price for an exclusion bid, with a range of between 4.81 and 5.68 euros, which the CNMV rejected. Finally, Minor gave up on this possibility.
The three directors who are now resigning consider that, despite the “efforts” of the CNMV, the position of the retailers has not “could be fully safeguarded”, according to the letter sent to the Council. In recent days, Minor has bought titles at 4.5 euros, a price lower than that proposed during the negotiations for a takeover bid. “Consequently, Minor would be promoting an even greater reduction in the liquidity of NH shares to the detriment of minority shareholders, offering them the only alternative to sell their shares to Minor. The shares closed this Tuesday at 4.32 euros. Since the announcement of the purchase at market prices, these have remained at that level, more or less stable.
In their letter, the directors also indicate that the NH board, including the representatives of Minor, approved “unanimously” in March 2020 to initiate an exclusion offer at 7.3 euros per title, which was communicated to the CNMV, and which was finally suspended due to the outbreak of the pandemic. The president of NH and the other two directors assure that, at present, NH’s business expectations “are very positive”.
The president of NH also includes in the letter sent to the market his “irrevocable” commitment not to sell any of his 177,834 shares to Minor in the market during the 30 days set by the Thai group for its purchase order.
Minor entered the capital of NH in May 2018 with the purchase of 8.6% of the capital from the Oceanwood fund. After acquiring another 26% stake in the hands of the Chinese firm HNA, it launched a purchase offer for 100% of the chain.
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