CONDITIONS TO PARTICIPATE IN THE PUBLIC AUCTION OF BATCHES WITHIN THE FRAMEWORK OF THE WINDING-UP PLAN OF REYAL URBIS S.A.
Court: Madrid Commercial Court No. 6
Administrators in Bankruptcy -liquidators: BDO Auditores [BDO Auditors) and Agencia Estatal de Administración Tributaria [State Tax Administration Agency]
Specialised entity: Auctions portal of the General Council of Spanish Legal Representatives [Consejo General de Procuradores de España)
Notary in charge of notarial recording: Mr. Pedro Luis Gutiérrez Moreno
The RULES COMMON to the submission of all bids, according to the Winding-up Plan of REYAL URBIS S.A., approved on 6 March 2018, and whose knowledge and acceptance is a necessary requirement for participation in the public auction of lots, are set out below:
a) AII taxes, including the tax on the increase in the value of urban land (municipal capital gains tax) and other expenses arising from the sale, disposal or transfer of the assets and rights of the insolvent party, shall be borne by the successful bidder or purchaser. The insolvency administration will not provide tax advice to the purchaser on the taxes to be paid. The municipal capital gain shall be borne by the acquirer on behalf of the transferor, without prejudice to the latter granting the former the necessary power of attorney so that he/she may present on behalf of the transferor as many claims and/or appeals as deemed necessary against the liquidation of said capital gain.
b) The successful bidders of the assets and rights of the insolvent party shall acknowledge that they are fully aware of the state of conservation of the elements and installations of all types that make up the assets, and that they accept them and find them to be in order and to their total satisfaction in order to carry out the activity for which they are intended.
c)The successful bidders of the assets and rights of the insolvent party shall expressly waive any claim regarding the state of the insolvent party's assets.
d)The successful bidders or purchasers of the assets and rights of the insolvent company shall declare that they are aware of the legal framework that affects them, and that it shall be their sole responsibilíty to comply with any legal, technical or safety requirements, as well as the subrogation in the licences, concessions or administrative authorisations or of any other nature that may be necessary or appropriate, whether municipal, regional or state, and in the lease contracts that may apply to the assets (and which are in force on the date of the award). In particular, in the sale of shares and holdings in group, associated or related companies, and in the sale of leased properties, any pre-emptive acquisition rights that may be held by other shareholders or unit holders or lessees must be respected.
e) In the sale of properties contributed to a land readjusting project, it shall be understood that the acquirer shall accept by subrogation the properties resulting from the project to which the contributed properties give rise.
f) Those natural or legal persons who are interested in acquiring any property or right of the insolvent company may submit their bids either directly or, where appropriate, through proxy representatives.
g) The validity of the bids is conditional upon the deposit in the bank current account set up for this purpose of 2% of the value of the asset or right for which the bid is submitted, in accordance with the specific terms and conditions available on the Auction Portal of the General Council of Spanish Solicitors. In compliance with the Liquidation Plan and the court rulings issued in this regard, creditors holding claims with special privileges or those who have been notarially appointed by them and so justify to the General Council of Spanish Legal Representatives are excluded from this obligation.
The PROCEDURE established for this public auction phase though the website www.subastasprocuradores.com (with announcement and access also through www.reyalurbisenliquidacion.com) is summarised as follows:
- Rate of the Auction:
The rate is set at EUR 220 million.
- Duration of the Auction:
The auction will start at 12 hours on 14 October 2021 and will end at 12 hours on 21 December 2021. Bids must be submitted within this period. However, it shall be automatically extended by two minutes if, two minutes before the end of the auction, any bidder places a bid that improves the previous bid, such extension being for a further two minutes, and so on until the competing bidders cease to increase the price of the highest bid. lmproved bids must be for a minimum amount of 100,000 euros.
In the event that the bid of the highest bidder is not finally successful, during the auction period, bids lower than the highest bid published at that time on the website of the Bar Council shall be admitted, provided that such bids are higher than the minimum rate. Such bids shall be recorded in the system but shall not be visible on the website, nor shall they be subject to the extension of two additional minutes provided for in the previous paragraph, applicable only to improvement bids. In the event of equality of bids, the date and time of receipt of the bids in the system shall be used.
In addition to the registration of the bidder on the website and the effective payment of the deposit in the bank account set up for this purpose, it shall be an essential requirement for bidding in the auction of batch SM1, for the bidder to accredit their solvency facing bankruptcy administration to pay, in case of resulting awardee, the auction price. In order to prove the mentioned solvency you should submit a prove of that to the following mail [email protected] before of 14th of December of 2021 at 12 P.M. Once the documentation has been validated and the bankruptcy administration considers this solvency accredited, the registry will be enabled and the bidder may participate in this auction.
The auction procedure will, in any case, be notarised by means of the drawing up of a Notarial Act in which the best bid submitted, as well as the vicissitudes that occur during the course of the procedure, will be attested.
- Value of the assets:
The value of each of the assets that make up lot SM1 with respect to the global award price of the lot will be the result of applying to said price the percentage that the valuation of each asset in the liquidation plan represents with respect to the total value of the lots that make up lot SM1 in said plan, and which are detailed in the lot presentation document available on the aforementioned pages www.reyalurbisenliquidación.com and www.subastasprocuradores.com.
In relation to the properties in which hotel activity is carried out by RAFAEL HOTELES, S.A.U, a management subsidiary wholly owned by the insolvent company, the successful bidder must continue, either by itself or through third parties, with the hotel operation, which will be formally assigned and, therefore, assume and subrogate itself in the employment contracts of the staff assigned to each hotel on the date of transfer, respecting conditions and seniority, all in accordance with the provisions of art. 44 of the Workers' Statute. For this purpose, the successful bidder must grant the corresponding document of transfer of the activity with RAFAEL HOTELES.
Likewise, the successful bidder must acquire from RAFAEL HOTELES the furniture, furnishings and fittings of each hotel (excluding the paintings), for a joint price of 1,014,730 euros. The subrogation of the successful bidder in the lease contracts for the properties in which the hotel activity is carried out will not be compulsory.
Any notifications made, whether by the company, the insolvency administrators ar the specialised entity, to users who have participated in the online public auction shall be valid at the e-mail address they have designated for the purpose of receiving communications when registering as users interested in the auction.
The highest bidder (initial successful bidder) may assign its position within 20 working days following the communication from the Specialised Entity identifying it as such, under the conditions established in the aforementioned cammunicatian.
The assignment may be total or partial, affecting all or only part af the assets, to one or several assignees.
- Payment of the price and Approval of the auction ar award:
Once the auction has been concluded and the Notarial Minutes have been drawn up, the designated final purchaser will have 7 working days from the date of its notification to pay the remainder of the price, deducting the deposit made, into the current account of the company held by the lnsolvency Administration (IBAN ES61 0128 0010 9801 0024 1102). Once the period of 7 days has elapsed without the final purchaser having paid the full amount for which it had been awarded, the lnsolvency Administration may contact the remaining bidders to find out whether they maintain the bids made and, if so, request that the holder of the next bid be awarded the property directly, provided that he/she fulfils the requirements. The highest initial bidder shall forfeit the deposit made.
lf the failure to pay the rest of the price is partial because it corresponds to one or more assets assigned by the highest bidder, the assignment shall be deemed not to have been made, and the highest bidder shall therefore be obliged to pay the unpaid amount.
Once the receipt of the total price has been confirmed, the lnsolvency Administration will present a written request to the Court to issue an Adjudication Order with the corresponding lifting of charges. Once the Order has been signed, it will be delivered to the purchaser, who, if he considers it appropriate, may also take the transfer of the property to the public. All the costs of such public transfer shall be borne by the purchaser.
- Return of the deposits paid to participate in the auction:
Unless otherwise stated and communicated to the lnsolvency Administration, Notary's Office or Specialised Entity, it shall be understood by default that all bids registered by the bidders participating in the auction are made with bid reservation, such that no deposit shall be returned until fulfilment of the obligation of payment of the price by the highest bidder.
Nevertheless, for those bidders who express to the lnsolvency Administration, the Notary's Office or the specialised Entity their wish that their highest non-winning bid should not be reserved at the expense of what happens during the adjudication process, once the auction has ended, and within the following 10 calendar days, the amounts deposited by the bidders in the aforementioned account shall be released or returned, except in any case what corresponds to the highest bidder, as in his case it shall always be reserved in deposit as a guarantee of compliance with his obligation and, if applicable, as part of the sale price.
Refunds shall always be made to the person who made the deposit, irrespective of whether he acted on his own behalf or on behalf of another bidder.
In the event that the successful bidder finally withdraws his bid, he shall forfeit the deposit he has made and return the same for the purposes of enforcement, less any costs incurred by the specialised entity, as the case may be.
- Expenses of the Specialised Entity (General Council of Spanish Legal Representatives):
The fees shall amount to 1.5% of the auction value of the assets, taxes not included, and the successful bidder shall be responsible for the payment of said fees, without said amount being deducted from the value of the bid he/she has made, but which must be paid separately into the account indicated by the General Council of Solicitors in the auction conditions, and within the same period in which the rest of the auction price must be paid.