FACTBOX - Repsol's boardroom conflict
By Andres Gonzalez and Clara Vilar (www.reuters.com)
MADRID, Jan 19 (Reuters) - Repsol (REP.MC)'s cash-hungry core shareholder Sacyr's (SVO.MC) desire for a more dividend-friendly chairman at the oil company has divided Repsol's board and called into question the future management of the company.
Following are basic facts about the main players in the battle for control over Repsol's management.
Following are basic facts about the main players in the battle for control over Repsol's management.
SACYR-VALLEHERMOSO
- Holds a 20 percent stake in Repsol and appoints three members to the company's 16-member board.
- Received 250 million euros ($360 million) in 2008 in Repsol dividends
- Invested 6.525 billion euros in acquiring its Repsol stake, which at current prices has accumulated 2 billion euros of potential capital losses.
- Has 5 billion euros of debt arising from the Repsol acquisition with Santander (SAN.MC) and Citigroup (C.N)
- Sacyr's board control's 65 percent of its own share capital and has one independent member.
Key Sacyr board members (12 member board)
- Chairman: Luis del Rivero. Holds 13.7 percent of company.
Rivero has demonstrated his opposition to the management decisions of Repsol's chairman Antonio Brufau and has fuelled questions about Brufau remaining at the post.
He is Repsol's deputy chairman and sits on the company's board.
- First Deputy Chairman and CEO: Manuel Manrique. Holds 7.65 percent of company.
Manrique is seen as Rivero's right hand man in Sacyr, although his influence is restricted more to the builder than to Repsol. Three months ago, Manrique sold 0.6 percent of Sacyr.
- Second Deputy Chairman: Juan Abello. Holds 10 percent of the company. Repsol board member.
Abello is the owner of an extensive industrial holding company, and has shared business interests with Repsol's second largest shareholder, savings bank La Caixa. His position in the conflict between del Rivero and Brufau is less confrontational and sources close to Sacyr's board say he is more interested in maintaining Brufau than ousting the Repsol chairman.
- Boardmember: Demetrio Carceller, holds 6.05 percent of Sacyr.
- Received 250 million euros ($360 million) in 2008 in Repsol dividends
- Invested 6.525 billion euros in acquiring its Repsol stake, which at current prices has accumulated 2 billion euros of potential capital losses.
- Has 5 billion euros of debt arising from the Repsol acquisition with Santander (SAN.MC) and Citigroup (C.N)
- Sacyr's board control's 65 percent of its own share capital and has one independent member.
Key Sacyr board members (12 member board)
- Chairman: Luis del Rivero. Holds 13.7 percent of company.
Rivero has demonstrated his opposition to the management decisions of Repsol's chairman Antonio Brufau and has fuelled questions about Brufau remaining at the post.
He is Repsol's deputy chairman and sits on the company's board.
- First Deputy Chairman and CEO: Manuel Manrique. Holds 7.65 percent of company.
Manrique is seen as Rivero's right hand man in Sacyr, although his influence is restricted more to the builder than to Repsol. Three months ago, Manrique sold 0.6 percent of Sacyr.
- Second Deputy Chairman: Juan Abello. Holds 10 percent of the company. Repsol board member.
Abello is the owner of an extensive industrial holding company, and has shared business interests with Repsol's second largest shareholder, savings bank La Caixa. His position in the conflict between del Rivero and Brufau is less confrontational and sources close to Sacyr's board say he is more interested in maintaining Brufau than ousting the Repsol chairman.
- Boardmember: Demetrio Carceller, holds 6.05 percent of Sacyr.
Carceller is also a board member of Repsol's Gas Natural (GAS.MC) affiliate and seen both as a possible replacement for Brufau and as less opposed to him staying in his post as chairman than del Rivero. He is also the owner of a refining company in the Canary Islands called Disa and and the Spanish brewery Estrella Damm.
- Boardmember: Jose Manuel Loureda, holds 13.5 percent of Sacyr.
Co founder of Sacyr along with Rivero. His level of support for Rivero is unknown
- Boardmember: holding company Participaciones Agrupadas, holds 7.99 percent of Sacyr.
Made up of four Spanish regional savings banks, it is as long term shareholder of the company. Ex-Caixanova-director Angel Lopez Corona sits on Sacyr's board.
Loan to acquire 20 percent of Repsol
Sacyr secured a 5.13 billion euro loan to acquire the stake through a syndicate of banks and has paid off 100 million euros of it. Following are the main creditors of the loan.
- Boardmember: Jose Manuel Loureda, holds 13.5 percent of Sacyr.
Co founder of Sacyr along with Rivero. His level of support for Rivero is unknown
- Boardmember: holding company Participaciones Agrupadas, holds 7.99 percent of Sacyr.
Made up of four Spanish regional savings banks, it is as long term shareholder of the company. Ex-Caixanova-director Angel Lopez Corona sits on Sacyr's board.
Loan to acquire 20 percent of Repsol
Sacyr secured a 5.13 billion euro loan to acquire the stake through a syndicate of banks and has paid off 100 million euros of it. Following are the main creditors of the loan.
Bank Amount Percentage of Loan
Citibank 1.154 bln eur 22.31%
Santander 1.154 bln eur 22.31%
Caja Madrid 933 bln eur 18.03%
Calyon 563 mln eur 10.88%
ING 300 mln eur 5.80%
REPSOL
Key Repsol board members (16 member board)
- Antonio Brufau, chairman.
Brufau was general manager of La Caixa and chairman of its Gas Natural affiliate before moving to Repsol. He is credited with turning round Repsol's declining reserve profile through a multi-billion upstream led strategy. Since he was appointed chairman, Repsol has announced major discoveries in Brazil, Africa and the Gulf of Mexico.
- First Deputy Chairman: Luis del Rivero (see above)
- Second Deputy Chairman: Isidre Faine. Represents La Caixa.
- Board member: Juan Maria Nim. Represents La Caixa
- Board members: Juan Abello and Jose Manuel Loureda.
Represent Sacyr (see above)
- Board member: Raul Cardoso Maycotte. Represents 3 percent Petroleros Mexicanos stake.
- Repsol also has ten independent board members who, together with La Caixa and Pemex, voted in favour of Brufau's management on Friday (ID:nLDE60E1OG)
LA CAIXA
- Spain's largest savings bank has a 12.7 percent directstake in Repsol through its industrial holding Criteria (CRIT.MC), which rises to 14.1 percent though its stake in the Repinvest holding with fellow savings bank Caixa Catalunya.
- It was in talks to sell its stake in Repsol last year which were called off. Its focus on the energy market is more through Gas Natural, in which it has over 36 percent and controls together with Repsol.
- Although Brufau came from La Caixa, the bank had not disclosed its position on the conflict until it voted in favour of him at Friday's board meeting.
- La Caixa's net profit for the fist nine months of 2009 fell 10 percent to 1.4 billion euros.
Santander 1.154 bln eur 22.31%
Caja Madrid 933 bln eur 18.03%
Calyon 563 mln eur 10.88%
ING 300 mln eur 5.80%
REPSOL
Key Repsol board members (16 member board)
- Antonio Brufau, chairman.
Brufau was general manager of La Caixa and chairman of its Gas Natural affiliate before moving to Repsol. He is credited with turning round Repsol's declining reserve profile through a multi-billion upstream led strategy. Since he was appointed chairman, Repsol has announced major discoveries in Brazil, Africa and the Gulf of Mexico.
- First Deputy Chairman: Luis del Rivero (see above)
- Second Deputy Chairman: Isidre Faine. Represents La Caixa.
- Board member: Juan Maria Nim. Represents La Caixa
- Board members: Juan Abello and Jose Manuel Loureda.
Represent Sacyr (see above)
- Board member: Raul Cardoso Maycotte. Represents 3 percent Petroleros Mexicanos stake.
- Repsol also has ten independent board members who, together with La Caixa and Pemex, voted in favour of Brufau's management on Friday (ID:nLDE60E1OG)
LA CAIXA
- Spain's largest savings bank has a 12.7 percent directstake in Repsol through its industrial holding Criteria (CRIT.MC), which rises to 14.1 percent though its stake in the Repinvest holding with fellow savings bank Caixa Catalunya.
- It was in talks to sell its stake in Repsol last year which were called off. Its focus on the energy market is more through Gas Natural, in which it has over 36 percent and controls together with Repsol.
- Although Brufau came from La Caixa, the bank had not disclosed its position on the conflict until it voted in favour of him at Friday's board meeting.
- La Caixa's net profit for the fist nine months of 2009 fell 10 percent to 1.4 billion euros.
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