Q&A
- What is the “préstamo participativo” mentioned in the report? It is a loan granted by RCG Las Brisas to Campogolf S.A., both being part of the same shareholder group.
- How are RCG Las Brisas and Campogolf S.A. related? RCG Las Brisas is a sportive association that has an exclusive contract to rent the golf course owned by Campogolf S.A., a company by shares.
- What triggered the need for the loan in 2011? The loan was needed during the course renovation, and while the asset is owned by Campogolf, the income generated was on RCG Las Brisas. Banks demanded the loan to be signed by RCG Las Brisas for repayment purposes.
- How does the “capital increase” work? Campogolf would issue new shares (285) subscribed by RCG Las Brisas, compensating and canceling the debt.
- What are the benefits of the “capital increase” option? It allows members of RCG Las Brisas to benefit from the operation without any disbursement and maintains the existing limitation on active members.
- How will future investments be handled to prevent a similar situation in the future? An agreement has been made that any future investments beyond Campogolf’s capacity will be carried out directly by RCG Las Brisas.
- What happens if shareholders don’t approve the capital increase? If shareholders do not approve the capital increase, the current debt situation may persist, potentially leading to higher interest costs and financial strain on Campogolf. Future investments beyond Campogolf’s repayment capacity could also be challenging, as the proposed solution for direct investment by RCG Las Brisas would not be implemented.
- How and where can I deliver my proxy for voting? Proxies for voting can be delivered in person or by authorized representatives. Physical proxies can be submitted at the administration office or at the golf shop. For digital convenience, proxies can also be downloaded from this link and submitted electronically through a secure online platform.
- What is the relationship between Campogolf and RCG Las Brisas in terms of members? All members of Las Brisas are shareholders of Campogolf. There are only a few Campogolf shares owned by individuals who are no longer Las Brisas members, approximately 12%. Campogolf has around 1,320 shareholders, while the bylaws of RCG Las Brisas limit the number of members to 1,225.
- What is the existing bank debt in both companies? The only existing bank debt is held by RCG Las Brisas, which has been regularly amortized since it was contracted in 2011. It will be fully repaid by mid-2025 and is currently less than €700,000. There are operational leasing agreements for machinery, buggies, and trolleys, which are regularly amortized within the regular operating budgets.
- Could the capital increase result in dilution of shares for RCG Las Brisas members? There are two fundamental reasons why no RCG Las Brisas member should consider their Campogolf share devalued. Firstly, the real value of the Campogolf share lies in the right to become a part of RCG Las Brisas, and this value is not primarily determined by assets but by market demand. The value of shares has fluctuated over the past decade, driven by market dynamics. Secondly, as RCG Las Brisas would subscribe to the new shares, all Club members benefit from this, unlike Campogolf shareholders who are not Las Brisas members. Therefore, RCG Las Brisas members should not be concerned about this operation; rather, it safeguards the existing pricing structure.
- How many Campogolf shares from the 2008 capital increase has RCG Las Brisas sold? In the 2008 capital increase, 70 shares were subscribed, and at the same time, the maximum limit of Las Brisas members was set at 1,225. A policy was established that Las Brisas would only sell shares from its portfolio at a price 10% higher than the last sale price, to avoid interfering with those wishing to sell. Over the past 14 years, only 5 shares have been sold by the Club, adhering to the aforementioned limitations.