Colonial SFL, Socimi S. A. (COL) Earnings Call Transcript & Summary
June 30, 2021
Earnings Call Speaker Segments
Juan José Brugera Clavero
executiveThank you very much indeed for your presence, and I'd like to welcome you on behalf of the Board and myself. We are actually holding this meeting remotely according to Royal Decree 5/2021, 12 March for extraordinary measures for companies due to COVID-19 in order to safeguard the health of shareholders, employees and other people who will be part of the AGM. Now these circumstances have also caused that the place in which we're holding the AGM, we are present, the Chairman, myself, the CEO and the Secretary, everything with the right security and social distancing measurements. The notary public who will be raising the minutes and also the rest of Board members are connected for the multi-conference. The current AGM has been called according to the law and the bylaws. Given that the announcement of the AGM is quite long and known by all of you, it has already been read. So now we need to verify the compliance of the legal requirements for the valid constitution of the AGM for which I give the floor to the Secretary of Board.
Francisco Pala Laguna
executiveGood afternoon. Ladies and gentlemen, as pointed out by the Chairman, we need to verify that we are complying with the legal requirements for the valid constitution of this AGM. The AGM was agreed by the company's Board and it was published on the 26th of May on the company's website and on the website of the national commission -- of the national authority of the stock exchange on the 27th of May on the corporate [ web page ] of the company. On the 28th of May, we also published it in the Expansión newspaper. This is going to be held remotely. Although legally it is considered to have been held at the headquarters of Colonial, it is the second calling. The Board has agreed to require the presence of the notary public, Mr. Jesús MarÃa Ortega Fernández in order to raise the minutes for the AGM, and I'm going to introduce him now to the shareholders. The notary public has access to the remote assistance application. And for that, he will take -- or he will follow the number and the [ sense ] of the voting of the different attendants. This is being recorded through audiovisual means, and it's going to be broadcasted directly through the corporate web page. This recording will be available for you at the company's website. I'd like to remind the shareholders and representatives who attend remotely who have been able to issue the vote about the proposals about the points in the agenda, the [ moment ] they are connected as attendants to the AGM. And if they haven't done so yet, they can do so until we end the summarized reading of the essential elements of the agreement proposals. So from that point of view, the shareholders and representatives who want to vote against, blank or to abstain with regards to one or more agreement proposals or inform about they're leaving the meeting, they should do so, they should communicate it through the remote assistance tool in order to show that they have been present in the AGM. The voting of all of the agreements will be carried out through what has been foreseen in Article 22 of the AGM rules through a system of negative deduction. So we will consider positive votes to all of the shares present or representative, and we will deduct the votes that will be saying that they will be voting against. The votes belonging to the shares whose holders have voted against blank or have expressed their abstention through remote communication means and also the votes corresponding to the shares whose holders or representatives have abandoned the meeting before the voting of the agreement proposal and have actually expressed their abandonment through remote means. We also informed that as we have said in the announcement of the summon, in the case there is a conflict of interest, the representation will be given, if the representative not given precise voting instructions through the Secretary of the general -- the AGM. We also informed that the announcement of the calling, the full text and the reports and documents approved by the Board, the changes introduced in the corporate governance texts and the remaining information required by the law or by the bylaws are already available on the company's corporate web page since the 27th of May. And next, we will inform about the quorum data in order to verify the valid constitution of this AGM. We have in the AGM 41 shareholders who have [ 145,520,000 ] shares which represents [ 28.64% ] of the share capital. We have in the AGM, 153 shareholders who own 273,203,000 shares, which account for 53.75% of the share capital. We have 2,943,000 shares of treasury stock, which represented 48.8% of the share capital. So the share capital present or represented 146,890,757 with EUR 0.50, which is represented by 418,723,903 shares which is equal to 82.41% of the share capital. So once we have informed the shareholders about this attendance program, we declare that it will constituted the AGM of Colonial and second summon to adopt the agreement about all of the issues included in the agenda. So I'm going to give the floor now to the notary public to ask the attendants if there is any reservation or protest about what has been said regarding the number of shareholders and the share capital present or represented.
Jesús MarÃa Ortega Fernández
attendeeAccording to the law, we asked the shareholders its representatives, if they want to express any reservation or protest against the valid constitution of the AGM or about the global data concerning the list of attendants. Please call me through contact -- the contact link which appears on the remote attendance tool. And in such, if this is the case, we will actually include it in the minute.
Francisco Pala Laguna
executiveThank you, Mr. Notary. Next, the Chairman and the CEO will address a few words to explain and inform about the most relevant aspects of the company.
Juan José Brugera Clavero
executiveLadies and gentlemen, I'm going to talk next about the management carried out by the company during the financial year 2020, which we present for your approval. As you know well, the appearance of the COVID-19 pandemic at the end of February and the emergency measures which were quickly set up by the governments of the countries in order to protect the health of citizens implied the main disruption in all fields. And one of the most important fields is the economic one after the second world war. Until a few weeks ago, we are recovering the economic activity in all fields, a harsh test which has actually questioned the resilience capabilities of business models and specifically ours. The quick reaction of our management in the 3 centers in which we operate, Madrid, [ Boston ] and in Paris, allowed us without any interruptions to manage the company remotely and also the regular meetings of the different company committees and the Board. Happily, we have been able to carry out this management without any relevant effects on the health of our workers. Another responsibility that we have well faced is to prepare the buildings in order to have the greatest possible presence allowed whilst strictly complying with the rules and also the works that are constantly being carried in, we were actually -- follow within the rule restrictions. With this, I want to point out that the [ practicality ] and the sense of responsibility of our managers and the great collaboration of our staff has been key in the execution of our programs. If we bear in mind that temporarily a significant part of our office spaces were practically empty due to the decision of our customers, Colonial kept its [ -- this credibility ] and usage at all times. Thus when I refer to 2020 in a summarized way, afterwards, the CEO will do so with greater detail, I'd like to point out what's most significant, bearing in mind the proactive management that has been carried out in some of the most significant areas. Here, I'd like to point out the following. In economic terms, we have accrued all of the rent foreseen in the 2020 budget. We have reached agreements with the part of the customers who wanted some sort of a deferral. The noncompliance of payment has been below 0.5% of the total. The figure reached almost 100,000 square meters, which places us at pre-COVID activity volumes. Vacancy at the end of the year was 4.8%, which is a similar figure to previous years. The value of our asset portfolio at the end of the year reached EUR 12 billion which, in like-for-like terms, grew by 1.2%. I'd like to highlight here that the premium obtained in prices over appraisal value was, on average, 12%. And this is a very reasonable test for the values reported of our assets. With regards to the financial situation, I'd like to highlight that the group's -- the loan-to-value -- the group's loan-to-value at the end of the year was 36%. And our stock exchange capitalization was EUR 4.65 billion. The group's financial team has performed in a very proactive way, taking advantage of the market situation. Thus, we have refinanced our bonus programs, improving our terms and spreads. Also, Moody's and S&P's are rating agencies have actually maintained the already existing BBB positive already existing with a stable perspective. With regards to the commitments with regards to sustainability, social and government issues, ESG, the financial year has reported significant progress. The group has 90% of its assets with the greatest credits in terms of carbon emission reductions. In like-for-like, the reduction has been 51% into annual. Thus, we're accelerating the road towards being neutral in terms of carbon emissions. In social terms, we have started different programs to attend and coach our collaborators in different work conditions. At the end of the year, we set up the so-called Sustainability Commission within the Board in order to face the tasks that the Board determines and to channel the task laid out by the sustainability committee in terms of the management committee. I believe, ladies and gentlemen, that this data verify that the resilience and value protection strategy has been demonstrated under the difficult circumstances that we have gone through. We wanted a company with a resistant and resilient real estate strategy against adverse cycles, and we had it. Before going toward other issues, I'd like to give you our visions about the main issues that we will face us, that is the gap existing between the reported value, the net asset value and the stock exchange pricing. In our sector, the market applies a discount to the stock exchange price because it wonders what will be the speed for economic recovery, which naturally affect our activity and how telework will affect the demand for office space. With regards to the speed of the economic recovery, it is clear that the recovery during the second semester will be quick. The Bank of Spain's forecast published in June is 6.2% for 2021 and similar for 2022. Other economic observers at this point of the month believe that this will be improved until reaching almost 7%. But with regards to the effect of demand due to telework, which has created many, many discussions, we want to point out the defensive elements of our real estate strategy. We have average asset designed for multi-tenants. We -- our buildings are fully in prime areas in the 3 markets in which we operate. Of course, this will bring us to selecting the most solvent customer base and that, that will be less affected by the reduction in usable corporate space. And our evolution towards and offer that more flexible multi-corporate uses, coworking et cetera place us in a more defensive position than we had. And finally, the [ polarization ] between prime and secondary is a reality. Prime is more defensive in adverse times and probably more profitable in growth cycles. I'd like to remind you that last 28th of June, we had an extraordinary AGM that we've approved the capital extension, and we actually explained what we will be doing with our subsidiary, SFL. I want to thank you for the very wide support we received for that. And now ladies and gentlemen, let me talk about the other points in today's agenda. The agreement proposals of the Board places the approval to the AGM, which are in line in general terms with the proposals that were approved in previous AGMs. First, the approval of the new remuneration policy for the Board members for 2021, 2022 and 2023 in order to reflect the best corporate governance practices. Second, the approval of a new long-term incentive plan, which will be based on giving shares -- company shares to executives, including the executive Board members and other group employees. Third, the change or the amendment of the bylaws and the rules of the AGM in order to adapt it to the changes introduced by the law 5/2021. And fourthly, the authorization to the Board to increase the share capital through money contributions and to issue convertible bonds in new shares of the company or other similar values in order to attribute the faculty to exclude the subscription or the preferred subscription rights to the shareholders up to a maximum of 20% of the share capital. Amongst the proposals, we present the distribution of a dividend of EUR 0.22 per share, increasing, therefore, the distribution compared to the previous year. The Secretary of the Board will give you later greater detail of each one of the proposals that will be presented to your approval. In terms of corporate governance, additionally, and according to the recommendation of the good governance code of listed companies, I'd like to make a special comment about the most relevant aspects in terms of corporate governance, which has happened since the last AGM. Colonial has always been committed to a good corporate governance, and it has tried to comply with the highest standards of ethics and transparency. And the best point about Colonial's commitment is reflected in the fact that the recommendations of the good governance code, which need to be applied, the company complies with all of them as pointed out in the annual report of corporate government published by the company. With regards to the separation of the appointments and recognitions commission into 2 commissions, we believe it's still good to maintain a single appointments and recognitions commission given the current structure of the company and the number of employees and executives and its organization activity. With regards to the number of independent Board members, even though the percentage does not reach [ 50% ], the company believes that given the current shareholdership structure, and the representation of this type of Board members is adequate, so that all of the interests are duly represented in the management Board. On the other hand, currently, the percentage of female Board members accounts for 27.27%, even though the Board member selection policy has as a goal to improve to make every effort so that the number of female board members will imply at least 40% before the end of 2022. Now with regards to the commissions belonging to the Board members, the Board agreed in December 2020, the setup of our Sustainability Commission whose main task is to promote policies and practices in terms of sustainable and environmental development. Finally, we have amended the rules of the Board to adapt it mainly to law 5/2021 and the good governance code for listed companies. And to end, ladies and gentlemen, allow me to thank you for your trust and support. And very specially, I'd like to thank the Colonial work teams for their devotion, their dedication in the very difficult circumstances that has allowed us to manage daily issues and also our Board member colleagues for their dedication and commitment. To all of you, thank you very much. And now I'm going to give the floor to the CEO.
Pere Serra
executiveThank you, Chairman. Good afternoon, ladies and gentlemen. I'm going to start my presentation talking first about the situation of the market and the business in which Colonial's activity was carried out last year. And then I'll refer to its impact on the company's financial results and as well highlighting the main landmarks in the field of nonfinancial reporting. ESG. Allow me to start to refer, of course, to the main characteristic of 2020, which has been the pandemic and the impact that COVID-19 had on Colonial's activities. COVID-19 was clearly the main challenge for the company in 2020 last year. We have made many efforts and have undertaken initiatives in different fields, which I would summarize into 3 fields. First of all, the field of health, the protection of our employees' health, our customers' health and our suppliers' health and anything related to our -- to Colonial's social commitment. We have safeguarded this front, which is the most important one. And then we concentrated on the balance sheet to protect the company's assets and liabilities by managing proactively our company's CapEx, the investment in different assets and carrying out selective sales of nonstrategic assets. On the liability side, taking advantage of the market circumstances to safeguard the company's financial health. And secondly, to make the best of the market situation to reinforce even more so the company's liability and its strength in the financial field. When it comes to the P&L account, the company's focus has been a double-fold one. On the one hand, we have safeguarded the company's interests by managing the extraordinary impact that COVID-19 has implied in the evolution of the activity of some of our customers. And going beyond this extraordinary impact, the company's ordinary activity has been managed in the best possible manner given the challenges we were facing. And the data with which I could summarize, this management action is based on 2. First, with regards to the company's ordinary activity. The reality is that the company's evolution has been quite stable. As you may see on this table, the levels of collection in the company have been absolutely satisfactory of about 100%, and there have been no incident with regards to the company's activities. Now on the extraordinary action side, we have developed conversations with all of our customers who have had to face a complex situation due to the pandemic. Fortunately, this Colonial strategic focus has made that this impact is nonsignificant with regards to Colonial's normal activity. And we have had conversations with all types of customers affected. And at the end of the day, this has implied a very significant impact on the company's activity, which we have quantified at about 4.5% of our turnover and the amount of aids in which we have given to our customers and always within an environment of renegotiating with them for Colonial's best interest. Okay, once I've made a reference to the activity or COVID's management, let's get into the explanation of our ordinary activity at Colonial. As usual, I'm going to start with a reminder of the main group parameters. As of the 31st of December, Colonial has a volume that is above EUR 12 billion based on 64 buildings in Spain, 20 buildings in France and 3 logistics buildings. Our surface [ above front ] is more than 1.2 million square meters, which are actually occupied in more than 95%. And with regards to the capital structure, our stock exchange capitalization is almost EUR 5 billion. And then we have a rating of investment grade, which is BBB+ in the case of Standard & Poor's and B2 in the case of Moody's. And more important than all of these figures, the quality of our business distribution with practically 100% presence in office buildings that are prime 77% of our buildings are in CBD areas. 93% of them have an energy certificate, and they are distributed between France and Spain. The snapshot with regards to the distribution of Colonial assets is still the one that everybody knows. So this is Colonial situation with regards to the financial year 2020. What has been the environment in which the company has moved? Clearly, first of all, allow me to make a reference to the macroeconomic situation, which has been truly complex last year. It has been a year with a great reduction of activity in Europe throughout all markets, but especially in the markets in which Colonial moves. Spain, reduced its GDP by 11% and France, 8.2%. So a very seriously complicated macroeconomic situation, which has a -- which had a consequence in terms of a depressed activity and a lower hiring activity compared to a normal year and with an increase of rent, which went from a growth profile to a stability profile. But what has been shown in this field is the increasingly differential performance of the assets in which Colonial specializes, and I'm referring to prime assets. And the ones in CBD, the grade As, which have shown differential performances as the year went by with a strong resilience and a differential type of performance to the point that one of the features that has distinguished the performance of the industry in which we move during 2020 is the increasing prioritization between the performance of prime buildings, which is basically resilient that basically stable. I would even go as far as saying that it is basically positive and other assets that have been negatively affected due to the COVID-19 crisis. On the other hand, not in the rental market, but in the investment market, the reality is that the year has resisted reasonably well. The yields have been kept basically on a stable position because, in part, they keep a spread over interest rates with historical maxima. And what we have seen in the rental field, some of the assets has not been transferred to the investment market, which as I've said, we have had a remarkable strength. Given that the general framework for the activity in our industry, what has been the consequence for Colonial's activities? Colonial's activities to start need to be defined as reasonably solid in 2020. If we pay attention to the rental volumes, it has been a reasonable rental activity with 30,000 square meters in each one of the quarters in which COVID took place. More specifically, it -- instead of talking about rental volumes, we talk about the performance of the rentals. The year has ended reasonably well. The famous lease spread of our new leases have shown an increase of 17%. And the pure growth of rents signed compared to December 2019, they have shown an increase of 6% at the end of the year. So quite reasonable, quite resilient and another way of defining the relatively positive position of Colonial is if we take -- if we pay attention to vacancies. At the end of the year, vacancy was below 5% at 4.8%. And therefore, very reasonable levels, especially with regard to the environment in which we were moving. Now if we analyze the different markets in which Colonial carries out its activity, we would see that the satisfactory evolution has been seen equally in the 3 markets in which we move Barcelona, Madrid and Paris. And I would say also remarkably that if we look at the rental growth, both in pre-COVID times and in post COVID times, we do not see, as we can see on this table, a substantial or significant difference with regards to Colonial's performance. Colonial's performance was resilient, both in pre-COVID environments and post-COVID environments. The following slide focus on each one of the markets in Barcelona. We rented out more than 30,000 square meters with rent at about EUR 28, a rental growth of 6%, distributed amongst new ones and renewals. In Madrid, we signed 44,000 square meters, more than 44,000 square meters with maximum rent of about EUR 35 and a growth of the rentals of about 2% and a high presence of renewals in our activity. And in Paris, almost 24,000 square meters were signed with rents using the French [indiscernible] of more than 900 meters per year with a growth of 9% and compared to the previous years, a growth of rents of 6%. If we now look at the occupancy, the evolution has been quite reasonable. We ended the year with 4.8% of vacancies. But the reality is that if we cleaned or cleared this figure of some assets, 103 Grenelle in Paris. And a secondary remaining of the Axiare operation, with our base, we would be talking about a vacancy of about 3%, and therefore, highly positive. And whilst this was happening in 2020 in our company's ordinary activity about buildings already finished and rented out. Colonial has advanced with the pipeline of new projects and in a satisfactory way, obtaining some particularly positive landmark, one of which is the pre-rental of 83 [ Marceau ] in Paris, which was 100% pre-let for Goldman Sachs headquarters in record times, in terms of rentals. Together with subsequent leases with other companies, it has made this building, which is right on the last development phase, this is 100% pre-let. And it declare a success story of a project managed in the midst of a pandemic with the most successful results. If I had to give an example of the Spanish case, I would refer to the Castellana 163 project, which has been ended before the initial forecast, highly satisfactory in terms of the rentals that have been signed, and therefore, the value creation obtained. In general, I would say that the projects -- Colonial projects portfolio by the end of 2020, it keeps all of its attractiveness. We're talking about an investment of more than EUR 1.2 billion, which give Colonial a potential to go from EUR 336 million in terms of passive rentals, we have at the end of 2020, to a potential of EUR 480 million. More than EUR 480 million out of this differential of more than EUR 140 million, 35% of these surface areas we're developing have already been pre-let. Therefore, the potential -- the company's pipeline potential is still very, very attractive at the end of 2020. Let me now talk about the nonfinancial field, ESG, where Colonial has always, always had a priority strategy for many years now, very much linked to this strategy of ESG excellence, the very nature Colonial's activity, which looks for the best buildings, the primest buildings and the most excellent buildings. They can only be so if they're also excellent from the point of view of ESG. And to sum up in a single figure, there are very many activities that have been carried out. I'd like to say that Colonial has made a great progress and acceleration in the compliance of goals, especially in the field of decarbonization. Our carbon footprint has been reduced by 77% compared to the base year 2015 and the intensity of carbon at the end of 2020 was 7 kilograms of CO2 equivalent per square meter, which is a piece of data that's quite remarkable and significant compared to any of our peers or competitors in our environment. Now this figure, which was achieved in a decarbonizing environment implies that the goals defined for 2030 will be reached much earlier. And therefore, it allows the company to accelerate even more so its decarbonization strategies for the following years. And whereas, whilst these strategies are being implemented, the company has enjoyed the recognition of all of the agencies and specialized institutions that analyze the company's behavior and performance in the field of ESG. I could refer to CDP, for example, which is a world-class decarbonization reference, the best known one, in which Colonial once more got a score of A minus, which implies being leaders compared to other reference elements in this field. Let me insist even more so on the GRESB qualification, the GRESB score, which is the ESG reference in the real estate industry. The score that Colonial got was above 90 points, which is 50% more than the qualification that Colonial got just 4 years ago. And clearly, it is at the maximum leadership levels in the environment which the company moves. We could also mention [indiscernible] where Colonial got an A1 score, which places it on the 5% top of the universe of companies that are subjected to this type of analysis. Or sustainalytics in which the level obtained by Colonial was 10.5, a score of 10.5, just to give you a figure. In the world of real estate, this ranking -- almost 1,000 companies are subjected to this ranking. Colonial's position would be 27%. So we are at the top. And if we look at the risk, out of 127 risks, Colonial is actually #19. So we are at the head. MSCI is another reference where Colonial got its score of A, it's ranking of A. And Colonial's excellence in the field of corporate governance was widely recognized here. What we have here is an equity carried out by many years in Colonial to have the best sustainability practices in its buildings, buildings that are fully certified by the best standards. And even so, we have increased the number of buildings with a little green qualification. And at the end of last year, we'll -- 93% of our buildings had that qualification. And in 2020, we also developed our first activities in the field of wood, with the first development of an office building using this type of innovative material, which positions us in a very reasonable way for any progress in this field. Okay, having made this reference to the ESG, let me mention quickly now what is the evolution of Colonial? What has it been in the financial field? To start, the company's income -- revenue was 100 -- was EUR 340 million although the growth of rents in like-for-like terms was above 1%. If the -- the rents were reduced in absolute terms because in 2020 and within the company's long-term strategy, Colonial ended a divestiture program that affected 5% of its assets, a divestiture program that was quite successful if we compare the sale price obtained for our products to match the appraisal values and if we see how they reinforce the company's balance sheet. And finally, how the values obtained are compared with the reference values of the company's stock price, it's a very, very successful program. But it reduces the company's revenue because it stops being the owner of the assets sold. We focused on the field of secondary locations above all, but also in the field of mature offices or basically activities in other sectors. To sum up, sales that responded to the logic concentration strategy in prime, which is not a practical response to COVID, but it was a strategy that had already been defined and developed during the company's last years. Having talked about the rents, the translation of this activity in 2022, the asset value implies stability. The company's assets at the end of 2020 were a bit above EUR 12 billion. Once again, affected on the low side by the sales that took place during the financial year. But showing -- I mean, if we made a comparison like-for-like, a slight increase, a bit above 1%. If we have to get into the details, we would say that with the contribution -- the significant contribution of the project delivery and the satisfactory evolution of yields and with a bit more stability with regards to the performance of rents themselves. A quick reference should be made to the company's liability. The company's liability has been kept at reasonable levels. I would even go further. We have deepening in the strategy of reinforcing the company's financial strength. The loan-to-value at the end of the year was pro forma at 34.8%, 36.2% with the December data. But even more important that is in an environment in which a large part of the industry was subject to the review of its ratings, Colonial has kept its Standard & Poor and Moody's ratings intact. It has also shown a clear stability with regards to the profit per share, absolute profit per share at the end of 2019. It was EUR 239 million at the end of 2020. The figure is basically the same [ EUR 138 million ]. And we also keep stability on the profit per share at about EUR 0.27 per year. And the last -- per share. And the last translation in terms of the company's evolution which show this stability, if we refer to the net asset value, translated into the new terminology, the net NPA, which is EUR 111.27 per share. If we add to this the dividend paid during the year, we're talking about EUR 11.47 per share. This is compared to the -- comparable to EUR 11.46 at the end of 2019. Clearly, they can be compared to -- with -- and the -- with stability as the main reference, which has been the evolution of 2020. If I had to end with a very short reference to the first quarter of 2021, I'm just going to say that we are maintaining exactly the same stability, stability in terms of rents, stability in terms of profits, stability in terms of vacancies. And to end, just to describe this year, we could summarize it with some solid annual results that are basically stable, very significant given the pandemic environment, which has been the main feature for 2020 and beyond -- or behind this financial result, we have solid -- a solid commercial activity, occupancy and results. Thank you for your attention, ladies and gentlemen.
Juan José Brugera Clavero
executiveThank you, Pere. I have just been told that there are no questions. So now we are going to read out the agreement proposals. The secretary has the floor.
Francisco Pala Laguna
executiveSo the agreement that will be presented to your vote are the ones that have been presented in the agenda. No shareholder has used the right to present alternative proposals. And nobody has asked to include an additional point in the agenda. So we inform the shareholders that the proposals can be approved by a simple majority of the shareholders present but Points 5, 6, 11, 12, 14 in the agenda, need an absolute majority of the votes of the shareholders present or represented. Point 11.5 needs the favorable vote of at least 2/3 of the capital -- the share capital present or represented. Whereas Point #7 in the agenda demands for introduction the favorable vote of at least 2/3 of the share capital subscribed. So I would like to remind -- would like to remind that with regards to the votes included in the agenda will end the moment the reading of the proposals of agreement will be read out. So according to what we said in Article 22, I will proceed now to make a summarized reading of the proposals of agreement presented to the AGM. Point #1. Point #1, we present the annual accounts of the company duly audited for the annual financial year close on the 31st of December 2020. Point 1.2, we present to the AGM, Colonial's consolidated accounts duly audited for the year 2020. Point #2, we present to the approval of the AGM, the proposal of the application of the results for 2020. And Point 2.2, we present to the approval of the AGM, the distribution of a dividend of EUR 0.22 per share. Point #3 of the agenda, we present to the approval of the AGM, the management of the Board and its Chairman and CEO. Point #4, we present to the approval of the AGM the reelection of PricewaterhouseCoopers auditors as the auditors for the company and the Colonial Group for the -- for 2020. Point #5, we present to the approval of the AGM the authorization to increase the share capital through money contributions up to half of the share capital figure within 5 years and the amount considered to be adequate. The maximum amount gives to the Board the power to exclude from the subscription right -- the preferred subscription right up to a maximum of 20% of the share capital. We present to the AGM to issue on behalf of the company one or different times for a maximum of 5 years, convertible bonds and to turn them into new shares of the company up to EUR 500 million and giving the Board the [ title ] to exclude the subscription right of shareholders up to 20% of the share capital and to increase the share capital up to the amount necessary to actually cover the conversion. Point #7, the authorization to reduce the minimum amount to call or summon extraordinary AGM according to Article 515 of the share capital loss. Point #8, we present to the approval of the AGM, the remuneration policy of the company's Board for 2021, 2022 and 2023, which has been made available to all shareholders. Point #9, we submit the approval by the general assembly a bonus plan and incentive -- long-term incentive plan addressed at the advisory members and some other employees of Grupo Colonial. And we also submit the report corresponding to 2020, which has been made available to all shareholders. Point #11, we submit for the approval, the amendment of the statutes of the company for its adaptation in order to introduce the modifications introduced by law 5-2021, which modifies the text of the corporate law for corporations. And we amend Article #5 of the statute with bylaws and Article 29 of the bylaws regarding the composition, constitution, adoption of agreement, internal regime and delegation of faculties in the Board. And Article 30 is amended also regarding the remuneration of the Board members. And 11.4, the amendment of Article 32 regarding the Audit and Control Committee. 11.5, we submit for the approval of the external assembly the inclusion of a new article, 19 base regarding the holding of the general assembly exclusively in a telematic manner. Point #12, the amendment of the regulation of the board of a general assembly for its adaptation to the amendments introduced by Act 5/2021. 12.1, amendment of Article 5 regarding the competencies for the general assembly. 12.2, amendment of Point #10 regarding the information for the shareholders. 12.3,the amendment of Article 12 regarding the rights of attendance and vote. 12.4, the amendment of Article 12 base regarding the telematic attendance. 12.5, Article 20 regarding the development of the Board and the intervention of the shareholders in the Board. And regarding Point #12.6, is the amendment of Article 22 regarding the adoption of the agreement. Point 13, we inform the shareholders of the amendment carried out in the regulation of the corporation in order to seek for compliance with Act 5/2021. Point 14, we submit for the approval of the Board to elevate to the public and to develop and execute the previous agreement. Regarding points 5, 6, 8, 11, 12 and 13 of today's agenda, we would like to note that we have made available to shareholders a report drafted by the Board of Administration and the Remunerations and Nominations Committee. And now we are going to hereby conclude the period of voting for the proposal submitted. Now we are going to proceed to report the shareholders of the results of the voting formulated by the Board of administrators based on the votes cast by the owners or proxies of the shareholders. Point 1, regarding the approval of the individual yearly accounts. A total of 98.06% votes have been cast in favor. Point 1.2, regarding the approval of the consolidated yearly accounts, a total of 98.06% votes in favor. Point #2 -- point #1 regarding the application of the results, a total of 99.99% votes in favor. Point 2.2, regarding the distribution of dividends a total of 99.97% of votes have been cast in favor of that point. Point 3, regarding the management of the Board and the President and the CEO, a total of 97.26% cast in favor. Point 4, regarding the reelection of the audit for the accounts for the corporation and the group for the yearly -- for the year closed in -- on the 31st of December 2022, a total of 98% vote cast in favor. Point 5 regarding the authorization to increase the social capital, a total of 76.83 -- 76.88% votes in favor. Point 6, regarding the authorization in order to issue convertible bonds, 83.66% votes in favor. And Point 7, the authorization for the reduction of the convening of a general shareholders' meeting, a total of 94.03% votes cast in favor. Point 8 of today's agenda, regarding the approval of the remunerations policy for the Board members for 2021, 2022 and 2023, a total of 88.73% votes cast in favor. Point 9, regarding the approval of a long-term incentive plan regarding the issuing of -- or delivery of shares by the company, a total of 98.39 votes in favor. Point 10 regarding the consulting voting of the yearly reports of remunerations of Board members for 2020, a total of 76.75% votes in favor. Point 11.1, regarding the amendment of Article 5 of the bylaws a total of 99.99% votes cast in favor. 11.2, regarding the amendment of Article 29 of the bylaws, a total 99.99% votes cast in favor. Point 11.3, regarding the amendment of Article 30 of the bylaws, a total of 99.99% of votes cast in favor. 11.4, regarding the amendment of Article 32 of the bylaws, a total of 99.99% of votes cast in favor. 11.5, regarding the inclusion of a new article, 19 base in the bylaws, a total of 96.33% of votes have been cast in favor. Point 12. 12.1, regarding the amendment of Article 5 of the bylaws of the General Assembly, a total of 99.99% of votes in favor. And the 12.2, regarding the amendment of Article 10 of the Board regulation, a total of 99.99 votes in favor. 12.3, regarding amendment of Article 12 of the regulation of the Board, a total of 99.99 votes in favor. 12.4, regarding the amendment of Article 12 base of the bylaws of the Board, a total of 96.77% votes cast in favor. 12.5, regarding the amendment of Article 20 with a total of 99.99% votes in favor. 12.6, regarding amendment of Article 22 a total of 99.99% votes in favor. And Point 13, regarding the information of the amendment carried out by the -- in the regulation of the Board. It is of an informative character, and thus has not been subject to the voting by the shareholders'. Point 14, the delegation of powers, a total of 90% votes in favor. Thank you very much. After counting all the votes and taken into the consideration all the information received regarding the abstentions and the blank votes and the votes in favor and against, we hereby approve all the proposals submitted regarding all the points included in today's agenda. The notary public is going to include in the minutes to this meeting detailed information regarding the specific number of votes in favor, against and blank or abstentions that have been cast regarding each and every one of the points included in today's agenda. And also based on also the results of the agreements approved and the results of the votes are going to be published on the corporate website by virtue of the legal framework. We hereby adjourn the meeting by thanking you for your support, your attendance and commitment to the company. Thank you very much to you all.
Juan José Brugera Clavero
executiveGood afternoon, ladies and gentlemen, dear shareholders. Thank you very much for your attendance. I would like to welcome you to this event on behalf of the Board of Directors and myself. We are getting together exclusively telematically to celebrate this AGM according to what is covered in Royal Decree Law 5/2021 on the 12th of March of extraordinary measures to the support of company solvency as a response to the pandemic with a goal of safeguarding the health of shareholders, employees and other people intervening in the celebration of the AGM. These circumstances also meant that instead of the celebration of the AGM, we only have the Chairman speaking, the CEO and the Secretary, all following safety measures and social distancing and all 3 of that will be joining up the session as well as the other members of the Board of Directors are connected through multi-conference. This AGM -- extraordinary AGM has been called according to law and the social bylaws. Given that the call of this AGM is expensed and known by you all, we will accept it as read. We need to verify the compliance of the legal requirements for the valid constitution of the AGM, so we will hear from the Secretary of the Board.
Francisco Pala Laguna
executiveGood afternoon, ladies and gentlemen. Dear shareholders, as the Chairman said, we must check that there's the valid constitution of this AGM through the requirements. The call was agreed by the Board of Directors of the company and was published on the 3rd of June on the website of the CNMV and on the 4th of June on the corporate web of the company. Similarly, on the 5th of June, it was also published, the call, off the Expansión newspaper. So according to the authorization conferred by the AGM on the 30th of June 2020, under the point #5 of the agenda, this extraordinary AGM has been called according to the terms stated in Article 515 of the company's act having offered shareholders the possibility of voting through electronic means accessible to them all. This meeting takes place telematically, but legally, it is considered to be taken in Inmobiliaria Colonial's registered office. This AGM, as you know, is celebrated in second call. The Board of Directors has agreed to require the presence of the notary of the illustrious notarization of Madrid, Mr. Jesús MarÃa Ortega, to draw up the minutes of the AGM. And that I now introduce to Mr. -- all the shareholders. The notary has access to the telematic attendance applications. So we'll be taking note of the number and direction of the votes of the attendees through telematic means. We would like to inform the shareholders that this session of the AGM is being recorded through audio-visual means and streamed live through the corporate website. To these effects, the recording will be pretty for the disposal of everyone on the website of the company. We would like to remember the shareholders and representatives attending telematically that they have been able to issue their vote on the proposals relating to the points included in the agenda from the moment of their connection as attendees to this AGM, and if they have not yet done so, they can do it up until the moment when the summarized reading of the essential elements of the agreement proposals finishes. In this sense, those shareholders and representatives that desire or wish to vote against or abstain regarding one or all the proposal or agreement or inform what they're leaving the meeting, they must communicate it through the space Telematic Assistance established so that it can be included in the minutes. The voting of all the agreements is done according to what has been forced in Article 22 of the regulation of AGM through a negative deduction system. And in this sense, votes in favor will be considered to corresponding to all the shares present or represented, deducting the corresponding votes of the shares whose holders or representatives manifest their vote against, non-vote or abstention through telematic means. The corresponding both of the shares of those shareholders who have voted against or abstained through the communication means -- remote communication means at their disposal and the corresponding goes to the shares whose owners or representatives have abandoned the meeting prior to the voting of the proposal for agreement and have communicated their abandonment through a telematic means. It is reported that as stated in the call in those cases, whenever there is a conflict of interest, the representation will be covered if the representative has not given precise voting instructions in favor of the secretary of the AGM. And we want to inform the shareholders that all the reports, all the proposals for agreements and all the information required by law or the social bylaws are available on the website -- corporate website of the company from the 4th of June. So now we are going to inform about the quorum of attendance in order to verify the valid constitution of this AGM. So we have in the AGM 41 shareholders, holders of 252,086,579 shares equaling of 49.61% of the share capital. We have represented in the AGM, 61 shareholders holding 134,157,034 shares, equaling 26.40% of the share capital. The treasury shares of the company is 2,943,007 shares, representing 0.47% of the share capital. So in agreement with the prior, the share capital that is present or represented it is EUR 965,609,032.05, represented by 383,278,000 shares, equaling 76.01% of the share capital.
Juan José Brugera Clavero
executiveSo having informed about the attendance form to the shareholders, we declare this AGM validly constituted. In second call, in order to deliberate and adopt the agreement deemed necessary to the claims in the agenda. So we will now hear from the notary so that he can ask the attendance whether there is any reserve or protest according to the statements regarding the number of shareholders and the share capital presented or represented.
Jesús MarÃa Ortega Fernández
attendeeSo according to what is established in the regulation, I have to say that if any attendants must complain or reserve will provide reserves about the valid constitution on the AGM or the global figures of the attendees list, they can get in touch with me through the link on the back part or get in touch or contact in the Telematic Assistance space on the Société's or company's website. This will be included in a minute.
Francisco Pala Laguna
executiveThank you very much, Mr. Notary. Now the Chairman and the CEO will speak to you to talk about some matters that are relevant to the agreements that are subject to the approval of this AGM.
Juan José Brugera Clavero
executiveOkay. So once again with you and knowing that the CEO will give you a more detailed report, I'm just going to draw the operation that motivates the current extraordinary AGM. As you know, Colonial, [indiscernible] 82% of share capital of SFL whereas our partner for many years, Predica, insurance of Crédit Agricole has 12.9% of the share capital of SFL is in the hands of minority holders because the company is in Euronext in Paris at around 5%. We have reached some agreements through which Colonial shows its will to take on the totality of the takeover bid if successful of the share capital of SFL. So we have reached some agreements with Predica. The agreements consist of an exchange of stakes with SFL, Mr. Viñolas will talk in greater detail, and some shares coming from a capital operation, reason for which we are going to ask for your opinion and approval today to do this capital increase. We're also going to have a voluntary takeover bid to the minority shareholders of SFL. So of course, we need more capital, second capital increase that we are bringing to you approval included in the agenda. What do we do with all this? We want to have to look control of SFL. We want to simplify the shareholders of Colonial Group. We want to increase the total capital and if the takeover bid successful, we want to increase our stake and fill in the share capital of SFL. Why do we do this? We want to increase our exposure to the prime treasury sector with around EUR 1 billion in Paris, which would be what this operation would lead to. If this takeover bid is successful, we would have greater exposure in Paris to -- with potential to create value. We simplify, as I was saying, the shareholding structure of the Grupo Colonial. We reinforce with the Predica Group our alliance and the real estate claim, although Predica will receive part of the share capital approximately of around 3-something percent. But we take it to the real estate field, where we find very comfortable. We have long alliance for 17 years now and very good management. There's also a positive benefit in the profit per share. There is a positive impact. We will have -- we have a solid capital structure that is increased by EUR 400 million of issuing, maintaining our grades, and we consolidate the prime platform of Colonial. All this has been done given our will to increase our stake in SFL, as I was saying, and simplify the shareholding structure, but also we've been very careful in look -- in analyzing reports of independent experts, SFL has done so, too, to revalidate the equity of the operation. It needs to be equivalent what Predica receives and what the minority shareholders receive, and this is an aspect we have been very careful with. And basically, this translates into the fact that if you authorize this, which is what we're bringing to your approval, and capital increase the amount of EUR 56,236,000 through the issuance of 22,497,000 shares, which would correspond to the SFL shares that are owned by Predica and another capital increase agreement for the amount of EUR 31,472,000 through the issuance of 12,588,820 new Colonial shares charged against the SFL accounts with the minority shareholders that contributed shares to the takeover bid in Colonial. So this is what motivates this agreement that we have drawed up between Predica Colonial and SFL and the minority holders if the takeover bid is successful. And finally, we will now hear from the CEO, who will go into greater detail what I've just drawn up. Pedro?
Pere Serra
executiveThank you very much, Mr. Chairman. Good afternoon to shareholders. I'm going to explain with slight more detail the content of the operation. I will start explaining the summary of -- the executive summary of the operation so that we can go into the detail of the transaction then to explain the reason why, the essentials of the operation and finally, end up with the calendar and foreseen execution. So let's start with the great summary of what the operation is and what we're carrying in the operation. Out of the transaction, basically, is an increase of the stake in SFL through 2 operations, concurrent operations. Firstly, the acquisition of the stake of 13% in SFL belonging to Predica in exchange for new Colonial shares based on the net disposal value at December of 2020 and 49% of the stakes in new joint ventures in assets in Paris. Then there is a voluntary takeover bid on the other shares of SFL not applied by Colonial with a discount or rebate on the net tangible value and premium on the price of the share. All steps are simultaneous and subject to some preceding conditions. Why do we do this operation? What is the rationale behind it? There's 3 different scopes of action. The first one is the real estate field, any operation of Colonial firstly must have strictly real estate [ average ] on debt. This has been so for several years, and they've been developing a flight-to-quality policy through the acquisition of prime assets in Spain and France. In this case, the operation contemplates an acquisition of prime assets in Paris and France. So through this acquisition, we acquired around EUR 1 billion of prime assets in Paris. So it improves our exposure in the prime portfolio of high quality in Paris and in Colonial, too. We also get greater exposure to emblematic project in Paris with great potential for value creation. We also managed to have an asset swap or exchange through total access of Parholding and Washington Plaza with an additional option to create value, and we accelerate the growth program of Colonial. So first, the real estate reason have access to greater exposure to what is distinctive in Colonial, which is the exposure to the prime field of office assets. Secondly, more corporate reasons to find simplification of the shareholding structure of the group and a greater visibility of the group in the capital markets. Also, additionally, we have a strengthening of the alliance in the long run with Predica, which continues to be a strong institutional partner of the group throughout these years and for the future and in essence, to consolidate a prime Pan-European platform with a great -- greater potential for international growth. So the first reason was strictly real estate-based, but the second one is corporation-based for the group. And number three, the third rationale or reason or basis of the operation is that this is done under attractive terms for Colonial shareholders. The philosophy of the operation is basically a neutral one. The calculation is always done on the net value -- net disposal value of the assets of SFL and Colonial. But at any rate, this operation entails a transaction with a neutral impact on net tangible assets and a positive impact on the profit per share, recurring profit per share from day 1, which we hope can be accelerated during the next few years. Also, we managed to have an improved capital structure with EUR 400 million of additional capital and loan to value and solid levels of investment grade. Finally, this is an operation that has great support approved by the Board of Directors of Colonial and supported by the Board of Directors of SFL, including the independent directors. The calendar of execution is very fast with potential impact expected in September 2021 onwards. Let's now move on with greater detail to the summary of the transaction, the detail of the operation that is brought to this AGM today. Grupo Colonial has approved the following simultaneous operations. Firstly, the acquisition of the stake of 13% of SFL belonging to Predica through the following steps: Firstly, the Board of Directors of SFL has agreed the acquisition of the other shares of Predica, the joint ventures, the existing joint ventures and the participative -- participation or stake of 8% of SFL in exchange for a minority stake in 4 new joint ventures. SFL acquires 50% of Parholding and 30% of Washington Plaza, reaching full ownership of these assets. 4 new joint ventures are created of assets in Paris, staked at 51% by SFL and 49% by Predica. The excess of acquisition volume paid by Predica with SFL shares is paid by Predica with shares of SFL for its amortization in the net disposal value of December 2020. The Board of Directors of Colonial, subject to the approval of the AGM, has agreed to acquire the stake of 5% of SFL belonging to Predica in exchange of new Colonial shares based on the imparity of net disposal value in December 2020. This is the first part of the operation. The second part of the operation is the launch of a mix voluntary takeover bid on the 5% -- resting 5% of the share capital that does not belong to Colonial or Predica. This is a mixed offer of shares and cash based on the parity of net disposal value and a premium on the price of the SFL shares. The specific conditions are EUR 46.66 in cash and 5 Colonial shares for each SFL share. As I said before, this is an operation that has been approved by the Board of Directors in Colonial and publicly supported by the SFL Board of Directors, including particularly the independent directors. So on this slide on this page, we can see in greater detail the content of the operation. To the left of this page, we can see the detail of the asset swap operation. SFL opens up to the total ownership of Parholding and Washington Plaza to create value and 4 new assets are added to new joint ventures that will be belonging 51% to SFL and 49% to Predica. These assets are 92 from Élysées, Cézanne Saint-Honoré, cloud and 103 Grenelle. Here you can see the financial consequences of this operation, the sources and uses and the ratio of the net disposal value. According to the sources, we have the cash of EUR 110 million and new Colonial shares, EUR 342 million, to which we would add the net exchange value for EUR 214 million, and 13% of SFL belonging to Predica would be the other part and 5% of SFL that belongs to minority shareholders that would be potentially acquired through the takeover bid. The result of this operation can be seen on Page 8. The corporate structure pre-transaction was a structure where Colonial still is -- it was and still is the main shareholder of SFL with 82% of the capital. And that has, together with Predica through SFL, some joint ventures into assets, Parholding and Washington Plaza with 50% in one and 66% on the other. Being the shareholding structure with [ Catalina's Finance ] with 20%; [ FINEX's Group ], 16%; and Aguila, 6%. And after this operation, the structure would be more simple and would change. Predica would stop being shareholder of SFL, let's say, intermediate level and it would now have a 4% of the Colonial Holding. Colonial would be shareholder between 94% and 100%, depending on the result of the takeover bid of SFL. And SFL, on the one hand, would recover the 100% of the ownership of Parholding and Washington Plaza whereas, on the other hand, it would have 51% of 4 assets, 92 Champs-Élysées, Cézanne Saint-Honoré, cloud and 103 Grenelle. This is the structure of the operation that is for approval and the details thereof. So let's now talk about why, the reasons, the rationale why this operation takes place and why it's good for Colonial shareholders. As I have said in my introduction, there's 3 main reasons. The first one being the strictly real estate-based rationale. The real estate strategy from Colonial distinguishes itself for many years now because it searches the concentration of its exposure to prime assets in different markets. To date, it was Barcelona, Madrid and Paris. I must stress that this is not current strategy. It's not a tactical strategy. It's a long-term strategy. And I also must stress that this is a strategy we insist on -- we have in the past but also in the future -- thinking that the demand of current signs look for the best responses for the demand of the clients of the future who are asking for assets with the best efficiency and flexibility, greater sustainability and the greatest experience of use for their customers. And we believe that the response to this demand is based on the market -- with the prime market that in the last 12 months have responded best to these new demands of the market, seeing even a certain degree of polarization in first and secondary assets. So with this operation, what we manage is to increase the exposure of Colonial to these assets that everyone is looking for, but that not too many people get. Colonial, before the operation, had an exposure to prime assets of EUR 5.4 billion and it would be EUR 6.5 billion. So EUR 1 billion more. In the part of the asset, we must also say that asset sale distinguishes itself given several big projects with great potential to create value, with a value of over EUR 600 million. And obviously, if Colonial increases its exposure to SFL, increases its exposure to these great and value creation projects, which is another reason from the real estate perspective to carry out this operation. This is regarding the asset of the operation. If we refer to the liabilities of the company, we would have to say or stress that the equity value, the capital value of Colonial increases by EUR 400 million. So it reinforces its financial structure. And always without leaving fact of the qualitative aspect of our exposure, as we can see, given the concentration of CBD or lead and green certifications Colonial can access as a result of this operation. So first rationale, real estate rationale. Second rationale is the corporate foundation and simplification of the group or the shareholding structure of the group. So for this operation, Colonial simplifies its shareholding structure. It includes French investors to the shareholding structure of Colonial, especially Predica. It increases the free float in around EUR 400 million, approximately 20% of the value of the equity of the company. All this is done maintaining the financial -- solid financial structure of the company, solid levels of investment grade and increasing the Pan-European exposure and exposure in Paris. And it consolidates Pan-European strategy with a very strong partner in Paris, such as Predica and maintaining the aspiration to lead in financial aspects but also nonfinancial aspects related to sustainability. Some words about the combination of Colonial and SFL. This is a combination I would describe as a natural combination. In the first place, it's been 17 or 18 years now of shared history between Colonial and SFL, so many years in which both companies have enjoyed a common strategy, which has additionally an excellent execution in both fields. If we look at this graph on this page, the total return for shareholders since June 2014 up until December 2020, Colonial shows European leadership with value creation for shareholders, which has no comparison or uncompared. But SFL is the first of our peers, but while the second one is SFL 100%, 130% per shareholder in these years, post-pandemic years. So this is a natural combination between successful platform in Colonial and a successful platform in the scope of operations in France. So what we want to do is to maintain these dynamics of combination between these 2 operational platforms that have been so successful in recent years. On the following page, we can see some figures, qualitative figures of value creation based on the Pan-European leadership in prime offices with solid foundations going for new projects that provide particularly offer returns and providing high returns. So the second reason is the corporate reason. The third reason, as I said at the beginning, is that this should not only be a real estate perspective or rationale, we are corporate ones. The transaction that is brought here must be appealing for Colonial shareholders. So this is an operation that has basically been structured under the principle of the equity, of a balanced treatment between the shareholders of Colonial and the shareholders of SFL. But that allows us to see or foresee an accretive nature of the operation in terms of net asset value from the very beginning in terms of accrual and in the mid-run and also in terms of dividend and total return for the shareholder. So this is an operation which is good for Colonial shareholders seen from this perspective and the essential values. Also good operation for Colonial and the SFL shareholders if we exclusively look at the specific terms of the offer and how they compare to the essential values of Colonial on the one hand and SFL on the other. The price offered by SFL allowed us to do 2 comparisons nowadays. On the one hand, if we take the market value of the share price of Colonial together with the cash and liquidity, this is how the operation is being structured, this would mean that rebate or discount values between the net asset value or net disposal value between 11% and 21%. So this is the second way of valuing the appeal of the operation, which is very appealing for Colonial's shareholders. And simultaneously, it is very appealing for SFL shareholders if we take into account the different metrics, they -- with this operation obtained around 40% of premium on the last share price that is available at SFL. This is due to the fact that one of the things corrected with this operations are some structural weaknesses of the share price of SFL that in many years, not only in recent times, but also for many years have suffered from a liquidity defect and a defect in the appraisal of the shares that has led to very high discounts on the liquidity value of assets. So this is an opportunity for SFL shareholders to correct these imbalances with the bad presence of SFL in market -- in capital markets and through an operation that is also very appealing for Colonial shareholders. So the rationale of the operation is threefold: it's real estate, corporate and also, of course, appealing. So some words for the execution of the operation. The landmarks of the milestones of the operation are the following: On the 3rd of June, the transaction was agreed in full by the Board of Directors of Colonial, SFL and Predica. Also, there was the presentation of the project, offshore project of the takeover bid, it took place in the month of June. Today, here, we are holding this extraordinary AGM, and after this milestone, we would have to do the ending of takeover bid and closure of the transaction during the month of July and August so that the full impact of the transaction takes place in September this year and onwards. I would like to stress that this is obviously a very friendly operation worked on through constructive dialogue, professional, respectful dialogue based on equal criteria that after this process has received unanimous support by all the different parties involved in the operations. So this would be the presentation of the operation. As a conclusion, I would only reinforce or strengthen what I said at the beginning. We believe that this is an operation with a strong real estate rationale that allows Colonial to go in deeper into its asset acquisition -- prime asset acquisition strategy in Paris. We believe that this is an operation with solid corporate foundations that allows for simplification of the shareholding structure of the group and improvement of its dynamic in capital markets. And finally, we believe this is a transaction carried out in appealing terms for Colonial shareholders and also for SFL shareholders. So there's corporate logistics here, logics and also for the strategy of the group. So this is the presentation of the operation. Thank you very much.
Juan José Brugera Clavero
executiveThank you very much, Mr. Viñolas, let's continue. I am informed that there has been no request for intervention. So we will move on to the summarized reading or proposals of agreements relating to the points of the agenda. And in order to do this, we will hear from the secretary.
Francisco Pala Laguna
executiveThe agreements that are subject to the voting of the shareholders are the ones proposed by the Board of Directors to the present AGM. We must state that there's been no shareholder stating the rights of Article 519 of the law to present proposals -- alternative proposals to the ones brought by the Board or the inclusion of additional points in the agenda, given that this is an extraordinary AGM. So I would like to inform the shareholders that the points first and second of the agenda require to have absolute majority of the votes of present or represented shareholders, it will be enough. For the point #3 to be approved by a simple majority of the vote, same of the present or represented shareholders, we would like to remember that shareholders and representatives that are attending telematically that the term for the issuance of the vote on the proposal of the claims in the agenda will end when the summarized reading of the essential elements of the proposal for agreement finishes, moment when the conclusion of the voting period for this proposal agreement will be announced. And as stated in Article 22 of the regulation of the AGM of Colonial, I am going now to perform the summarized reading of the essential elements of the proposal for agreement brought to the AGM. First item on the agenda, increase in share capital is submitted for approval by the general meeting charged to nonmonetary contributions for a nominal amount of EUR 56,236,752.50 by the issuing and placing in circulation of 22,494,701 new ordinary shares of 2.50 years of nominal unit value of same class and series as those currently in circulation, whose compensation consists of shares of SFL currently owned by Predica. Point #2 in the agenda, an increase in share capital as submitted for approval by the General Meeting, transfer nonmonetary contributions for a nominal amount of EUR 31,472,050 through the issuance and placing of 20,588,820 new ordinary shares of EUR 2.50 of nominal unit value of the same class and series as those currently in circulation, whose compensation consists of shares of SFL, owned by the SFL shareholders who contribute their shares to the company and the framework of the takeover bid, acquisition takeover bid that the company has agreed to formulate over SFL. Third item in the agenda. There's an expressed faculty. It brought to the agenda to develop and execute the previous agreements to the Secretary, and the CEO and Vice Secretary of the Board. And in relation to the first and second points on the agenda, we must state that the report prepared by the Board of Directors are at the disposal of the shareholders and the expert reports, too. So at this moment, we are closing the voting period, the proposals relating to the points included in the agenda. Now I will move on to inform the shareholders of the result of the voting of the proposals in the agenda formulated by the Board of Directors based on the votes issued by the shareholders or representatives. First one, relative to the increase in share capital, charging nonmonetary contributions for a nominal amount of 22,494,701 new ordinary shares, whose compensation consist of SFL shares directly owned by Predica, 99.9 votes in favor. Point #2 related to an increase in share capital charged to nonmonetary contributions for a nominal amount of 12,588,820 ordinary shares, whose compensation consists of SFL shares owned by the shareholders of SFL who contribute their shares to the company within the framework of the public acquisition of a takeover bid that the company has agreed to formulate on SFL. There's been a 99.99% of votes in favor. Third item on the agenda relating to the delegation of powers. 99.99% of votes in favor.
Juan José Brugera Clavero
executiveThank you very much. So after the counting of votes and taking into account the information received by the desk according to the votes against, votes in blank and abstentions informed to the notary who then means at the disposal of the shareholders or the proposals for agreements are approved. Those that have been subject to holding, the notary will include in the minutes of the AGM, the additional information on the number of votes in favor, against, blank and abstentions that have been issued related to each one of the points in the agenda. Likewise, the agreements that have been approved and the results of the voting will be published in the corporate website as established in the applicable regulation and the regulations of the AGM. And now dear shareholders, we will drop this session. Thank you very much for your attendance and your commitment with the company. Thank you very much and good afternoon. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
For developers and AI pipelines
Programmatic access to Colonial SFL, Socimi S. A. earnings transcripts and 32,000+ others is available through the
EarningsCalls.dev REST API. Plans from $24.99/month — full transcripts, speaker segments,
full-text search, and the recently-added /api/v1/transcripts/recent polling endpoint for ETL pipelines.