Meliá Hotels International offers a swap of preference shares

04 Okt 2012 [08:10h]     Bookmark and Share

Meliá Hotels International offers a swap of preference shares

Meliá Hotels International offers a swap of preference shares

Ordinary bonds at 7.8% in 45 months. Given the current market environment, Meliá provides an optimal alternative to holders of Preference Shares

Palma de Mallorca – Meliá Hotels International S.A. has agreed to make an exchange offer for all of the A Series A Preference Shares issued by Sol Meliá Finance Limited (ISIN: KYG8259W1033) in April 2002, for new Ordinary Bonds issued by Meliá Hotels International S.A. with a maturity of three years and nine months and with an annual interest rate of 7.8%, payable quarterly (equivalent to 8.03% IRR).
The price set for redemption of the Preferred Shares is 93.50% of their face value, meaning that, according to the report by the independent company Intermoney Valora Consulting SA (to be attached to the Issue Prospectus), the proposed swap is in line with fair market conditions and includes an implied positive premium for holders of Preference Shares.
Holders of Preference Shares who accept the Offer will also receive a cash amount equal to the interest due on the Preference Shares since the last coupon payment date up to the date of issue of the Ordinary Bonds.
For clarification purposes only, Ordinary Bonds are debt securities representing Senior debt for Meliá Hotels International, SA and guaranteed by its total assets, repayable at maturity and bearing interest every quarter. Meliá Hotels International, S.A. will apply for admission of the bonds for trading on the AIAF Fixed Income Market.
By contrast, the Preference Shares are perpetual and grant a right to receive a quarterly, non-cumulative preferred dividend whenever there is sufficient distributable profit, and are also guaranteed by Meliá Hotels International, S.A. This security, for seniority purposes, lies just ahead of ordinary shareholders in payment priority, „pari passu“ with securities equivalent to senior Preference Shares that Meliá Hotels International, SA may issue and behind all obligations of Meliá Hotels International, S.A.
For Meliá, in the current market environment the offer allows investors to choose whether to keep their Preference Shares under their current conditions and remuneration, or swap them for a new product which offers satisfactory solutions in both the short and medium term. According to the Vice Chairman and CEO of Meliá, Gabriel Escarrer, „our responsibility to our customers, and changes in the market environment pointed towards a mixed solution that would give freedom to holders of Preference Shares, and we think that the offer we have defined is optimal „.
Schedule and Issue subscription

The Prospectus for the Exchange Offer and Issue of Ordinary Bonds, which will be verified and registered in the National Securities Market Commission (CNMV) over the coming days and made available to investors on the Meliá Hotels International website ( and the CNMV ( contains the schedule and procedure for acceptance of the offer and redemption of the Preference Shares and Bond subscription as well as the remaining terms and conditions of the Offer and the Issue.
The current holders of the Preference Shares subject of the Exchange Offer can also get more information from the entity in which they have deposited their shares.
Meliá Hotels International, S.A. has appointed Natixis as Financial Advisor and Bankinter, SA as Agent for the Offer and Agent and payment of the issue of the Ordinary Bonds and Liquidity Provider for the Ordinary Bonds.
About Meliá Hotels International
Meliá Hotels International was founded in 1956 in Palma de Mallorca (Spain) and is one of the world’s largest resort hotel chains, as well as Spain’s leading hotel chain. It currently provides more than 350 hotels and 87,000 rooms in 35 countries on 4 continents under its brands: Gran Meliá, Meliá, ME, Innside, Tryp by Wyndham, Sol and Paradisus. Its product and service portfolio is complemented by Club Meliá, the only vacation club operated by a Spanish company.

Foto: Carstino Delmonte


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