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Ayco proposes a capital increase to cancel debt and give control to the Castro Sousa family (Hesperia)

MADRID, 26 May.

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Ayco proposes a capital increase to cancel debt and give control to the Castro Sousa family (Hesperia)


The real estate agency Ayco will propose a double capital increase at the general and extraordinary shareholders' meeting that it has called for the end of June to cancel its debt with VSO and give the Castro Sousa family, owner of the Hesperia hotel group, entry into the company's capital , through a controlling interest of 47.23%, conditioned on the fact that the National Securities Market Commission (CNMV) does not oblige the presentation of a Public Acquisition Offer (OPA) on its part.

Specifically, and with the aim of "saving" the company, Ayco will propose to its shareholders a first capital increase through credit compensation amounting to 4.55 million euros, which will imply the circulation of 15,187,300 new ordinary shares. of 0.30 euros of face value each.

If said operation is approved, Ayco intends to receive from the shareholders authorization for its board of directors, within a maximum period of one year, to proceed to an increase in share capital for an effective amount (nominal plus premium) of 12 million euros through the issuance of new shares at 0.30 euros, which will be fully subscribed and paid up through monetary contributions.

At the end of June 2022, Ayco implemented a plan of contingency measures with a view to stabilizing its balance sheet simultaneously with its entry into a pre-bankruptcy situation. The execution of said contingency plan allowed the lifting of the pre-bankruptcy on October 25, mainly due to the consummation of agreements with the main creditors of the company.

Among the agreements reached, it was agreed with VSO that the debt that Ayco had with said company, greater than 4.7 million euros, would be canceled by combining a payment on account of part of the loan and the sale of the rest to Eurofondo , a company controlled by the Castro Sousa family, which would later capitalize the credit in Ayco shares through the aforementioned capital increase for credit compensation.

"Although Ayco has been cleaning up its balance sheet during the second half of 2022 and the first quarter of 2023, its economic and financial viability will be in a serious and imminent situation if the VSO debt is not capitalized by Eurofondo. Therefore, this is an operation salvage and vital for the subsistence of the company", emphasizes the real estate company in a communication to the CNMV.

The increase in Ayco's share capital by 4.55 million euros through the capitalization of VSO's debt by Eurofondo would place the real estate company's own funds at approximately 6.96 million euros, and the share capital at 9.22 million, "cleaning up the balance sheet and establishing a more solid economic and financial base with less risk for future investors," the company highlights.

For this reason, Ayco insists on the importance of capitalizing the debt that gives rise to the incorporation of Eurofondo into the capital of the real estate company as a first step, to later obtain additional funds with which to execute the company's business plan, attract new shareholders and ensure long-term financial recovery.

"The incorporation of Eurofondo in the capital of Ayco through the capital increase by credit capitalization must be considered as the first phase of the company's new business plan, which will then be complemented with a second capital increase with monetary contributions ", Explain.

With the capitalization of the debt and after the payment to VSO, Eurofondo would be the holder of 47.23% of the voting rights of Ayco, thus reaching a controlling interest that would force it to submit a takeover bid. However, Eurofondo plans to submit a request to the CNMV to be exempted from the obligation to make it.

In this sense, Ayco emphasizes that the capitalization of the credit will only occur in the event that the aforementioned exemption is received by the CNMV to the obligation to formulate the OPA and, in the event that the capitalization of the credit does not occur, the real estate company will have than return it.

Eurofondo and Ayco have agreed to capitalize the credit "as soon as possible" once the aforementioned exemption from the takeover bid is granted by the CNMV. To this end, as soon as the capital increase is approved, the board of directors will try to convert the expressions of interest from investors interested in participating in the monetary capital increase "into firm investment commitments" for the total amount of the capital increase. capital.

"Obtaining firm investment commitments that ensure the success of the monetary increase is essential to guarantee the viability of the operation as a whole, while although the capital increase by credit compensation achieves the financial viability of the company, It is this monetary capital increase that guarantees the long-term financial recovery of the company", he points out.

With the approval by the general meeting of shareholders of the capitalization of the debt by Eurofondo in Ayco, the real estate company will propose to the shareholders the appointment of José Antonio Castro Sousa and José Alejandro Castro Galvís as directors of the company, first as external directors , and once the debt and the capital increase are capitalized, as proprietary directors.

José Antonio Castro Sousa, president of Hesperia's board of directors, bought most of the shares of the hotel group between 1999 and 2002, controlling more than half of the shares. It also owns a chain of gyms, Metropolitan.

For his part, José Alejandro Castro Galvís has been deputy CEO at Hesperia World since November 2018 and owner of a company dedicated to tourism in Venezuela.

As Ayco has highlighted, Eurofondo's participation will provide the necessary conditions to achieve its financial objectives, provide synergies, create greater value for shareholders "and improve and accelerate the recovery and growth forecasts" of the real estate company.

The company has convened an ordinary and extraordinary general meeting with the objective of addressing these matters for June 26 on first call and June 27 on second call.