Amber seeks support to remove Javier Monzón at the Prisa Shareholders’ Meeting

The delicate balance of powers within the group’s Board of Directors leaves all possibilities up in the air.

Joseph Oughourlian, representative of the Amber Capital fund

The bottom Amber Capital -owner of 29.9% of the group’s capital Rush– prepares the penultimate assault to try to unseat the current non-executive president Javier Monzon. As confirmed invested the next step will be to try to force it out in the next general meeting of shareholders scheduled for next Monday, June 29, an occasion in which the shareholders must ratify its continuity within the Board of directors.

But it won’t be easy. Joseph Oughourian -representative of the fund- has been holding meetings for weeks to try to get the necessary support within the Council that will allow him to achieve Monzón’s departure and reach the Board with a firm proposal. In fact, his own Oughourlian is looking for substitutes and is even planning to call a Extraordinary Meeting later to appoint a new CEO.

In the investment fund they consider that the stage of Monsoon on the council has come to an end and that his arrival as substitute in the presidency of Juan Luis Cebrian has not achieved the desired effect. The last few months have been tough and the relationship between the president and the main shareholder of Rush has reached a dead end.

A dispute that paralyzes decision-making and adds more problems to the complex financial situation of the company. Amber thinks Monsoon is responsible for not being able to carry out the sale of important assets in Latin America and considers that the sale of Half CapitaHe has been a failure. In addition, they also believe that there is too much interference in the management of the CEO Manuel Mirat.

The straw that broke the camel’s back was the appointment of Javier Moreno as the new director of The countrya signing that he was not aware of until the last minute Board of directors and less Amber. Two years before the arrival of Soledad Gallego had the approval of all shareholders. Not this time.

Changes in ‘The Country’

Moreno’s profile -apparently signed by Monsoon– also generated uneasiness in Moncloa. Pedro Sánchez is very close and confidant of Joseph Oughourlian and the arrival of the new director has been interpreted as a nod to the old guard of the PSOE and the Philippism. In fact, the non-executive president of Prisa cultivates a friendship of many years with Felipe González.

With this rarefied political environment and with capital at odds, Prisa’s real problems have receded into the background. The project to increase capital is paralyzed, the renegotiation of the debt has not made much progress and the drop in the share has brought the company’s price to record lows. In this context, Amber believes that Monzón’s departure would restore peace to the company.

Will they get it? The sources consulted by this newspaper indicate that the balance of powers is so delicate at the moment that the continuity of Monzón is neither assured nor confirmed. The last precedent occurred a year ago when Amber tried to unseat Monzón after his indictment in the Punic operationalthough in the end he was unable to carry out his proposal.

Precisely, Monsoon managed to save itself thanks to the support of Spanish companies such as Santander or Telefonica that they considered that his accusation -he was subsequently dismissed- did not have sufficient weight and that it did not damage the reputation or violate the compliance from the publisher of The country and Cadena Ser.

Will he have this support in the new onslaught of Amber? It is the great unknown. Again the great asset of Monzón is Banco Santander. Although the financial entity has only 4.8% of the shares, it has influence in about 18% of the capital.

Shareholder positioning

The sons of Jesus of Polanco they have 7.6% through Rucandiumalthough they left their shares as collateral to Santander after they were financed in the last capital increase. Mexicans are in a similar situation. Carlos Fernandez with 4.03% and Roberto Alcantara with 5.2% of the capital.

Another ally of Monzón would be Charles Slim which has 4.3% through Carso. Slim is a close friend of Philip Gonzalez and share common interests in Spain and Latin America. Between all these shareholders they touch 26% of the capital and all of them would be inclined to keep Monsoon in charge.

Against it has Amber Capital with 29.8% to which should be added the support of investment funds that have no weight on the Board of Directors but that add up to more than 6% of the capital. vanguard has 1.6%, Melqart Asset Management owns 3.6% and polygonal has 1%. Amber plus the funds add up to 37% of the capital.

But there is still to be counted those who have not spoken out and probably will not do so until the edge of the Shareholders Meeting. HSBC which has 9% of the capital and on other occasions has voted together with Amber Capital. The Qatari Abdullah Al-Thani who owns 5.1% and who is being courted by both sides; Y Telephone than a 9% share. Unlike HSBC, Telefónica tends to be more in tune with the group’s core of Spanish companies.

Monsoon and Rush

“Everything will be decided a few minutes before the start of the Meeting”, say the sources consulted by Invertia. A turning point that could put an end to a short but turbulent career of Monsoon in a hurry. In October 2017, he ran as president to replace Cebrián, an appointment that failed and was aborted due to the reluctance of the company’s top executive.

In November and December of this year, Amber, Santander and Telefonica they reached an agreement supporting the departure of Cebrián and committing to subscribe to the capital increase. Santander was the placement bank, financed the extensions of the Polancos and helped other shareholders. In exchange, they secured the landing of the Monsoon as chairman of the Appointments Committee of the board of directors.

In February 2018 Javier Monzon he was named non-executive vice president of Prisa, still with the support of Amber. A meteoric career that he continued in December 2018 when he was appointed non-executive president, already with reluctance from Amber, but with the support of the rest of the company’s shareholders.

Amber rules out launching a takeover bid for Prisa although she revives the war against Monzón

The situation is complicated for the group that has seen its shares fall more than 40% during the pandemic.

Joseph Oughourlian, representative of the Amber Capital fund

Saber rattling in Haste. The publishing group The country has not had the best confinement with a downward sale of its assets in Portugal and a sharp drop of more than 40% in the stock market. Most of the Spanish communication media have seen their advertising income fall sharply, which has had a major impact on the group’s business and that complicates its most immediate future.

In this adverse context, the shareholder struggle within the Board of directors the company’s voltage rises again, threatening to paralyze decision-making. The problem is that, unlike previous periods, all the corporate movements of some of the shareholders lead the company to a long period of struggles without a medium-term solution.

The germ of all the disputes is the control of the company, currently distributed among its main shareholder Amber Capitalwith 29% of the company, and the rest of companies with Spanish capital, among which is Santander, Telefónica and the children of Jesús de Polanco.

During the last year, the two groups have looked for Spanish companies that can help them in their project. Amber has been planning a takeover bid for control at the beginning of 2019, but has not been able to find any publisher or company that would help them financially.

In this sense, this newspaper has been able to confirm that the situation generated by the coronavirus and the lack of interest of any Spanish company in entering Rushhas done that for the moment paralyze any interest in launching a takeover bid in the medium term.

debt repayment

In the same way, the other shareholders of the group have tried on their own to launch a capital increase subscribed by other Spanish companies that would allow them to remove Amber – and the investment funds – from the company’s capital. A movement also paralyzed by the current market situations.

No takeover bid, no capital increase in sight, nor the announced IPO of santillana, what is really important for Rush right now is the status of your debt. The pandemic and confinement have caused the banks to forgive certain conditions agreed in the last agreement, but without solving the bulk of the problem.

In April of this year the company had to pay a partial amortization of 275 million euros as part of the commitments signed with the creditor banks. Nor it was an enforceable obligation but rather it was configured as a milestone that, if not met, would cause an increase in the cost of its debt. Finally, the bank forgave them the 1.5% increase in interest and decided not to apply this clause.

On the other hand, Prisa must carry out two other partial amortizations and mandatory debt on December 31, 2020 and 2021 for amounts of 15 and 25 million euros, respectively. And you must pay the bulk of the debt in November 2022.

If we analyze the impact that the coronavirus can have on its accounts, it seems difficult today that these milestones can be consolidated and everything seems to advise that the group sit down to negotiate new refinancing agreements with the bank for a debt close to 1,500 million euros.

war against monsoon

And the current situation of the council does not invite calm. As advanced Vozpopuli, Amber again asked for the departure of the non-executive president Javier Monzonsupported by Santander. The investment fund that owns 29% of the company and is led by Joseph Oughourian, considers that the executive president is responsible for the inaction of the company, its fall in the stock market and its mismanagement of the sale of Portugal.

Basically, they consider that the sale of Average Capital It has been “disastrous” after failing twice and accepting an offer from Pluris for 10 million euros and 30% of the company.

In 2017 the sale with Altice was closed in 440 million, two years later it was sold for 170 million to Cofina and finally closed the sale of only a third. Only measuring the announced operations, Media Capital has gone from being valued at more than 500 million euros to 130 million.

Nevertheless, it seems unlikely that Amber’s criticism will unseat Monzón. In fact, the sources consulted indicate that the Board is more balanced than ever and that it would be unthinkable for any “Spanish” shareholder to support a replacement of the Executive Chairman.

This leads to a long cold war with no winner and a paralyzed board of directors. They do not expect good times for the group.