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Issues
NH HOTELES, S.A. has not issued public offerings of sale or subscription of variable income securities and/or securities convertible into shares.

For more information, please consult the "Share securities note regarding the capital increase through monetary contributions".

On 27 February, the announcement of the Capital Increase and Start of the Subscription Period was published in BORME (the Mercantile Registry’s Official Gazette), notifying the Shareholders that, between 28 February 2007 and 14 March 2007, they can exercise their preferential subscription right with respect to the new shares that have been issued in the framework of the capital increase, according to the conditions described in the aforementioned announcement.

Take-over Bids
Take-over Bid formulated by NH HOTELES, S.A. for 100% of Sotogrande, S.A
In its last meeting on 20th December 2005, the Board of Directors of NH Hoteles, S.A. agreed to formulate a take-over bid for 100% of the corporate capital of Sotogrande, S.A., through a share swap at the rate of one new NH share for each Sotogrande, S.A. share. Taking into account the fact that NH Hoteles, S.A. is the holder of 79.061% of the corporate capital of Sotogrande, S.A., the take-over bid will be addressed to the remaining 20.939%.

This resolution was adopted by the Board of Directors of NH Hoteles, S.A., conditional upon the company Sociedad de Promoción Empresarial Caja de Madrid, S.A., holder of 17.267% of Sotogrande, S.A., declaring its acceptance of the transaction, having indicated on 16th January 2006 its intention to take part in the take-over bid.
Significant Event of the approval's request for a Take-Over Bid
Significant Event 16th January   (23 Kb)
Significant Event 4th September   (35 Kb)
Leaflet and announcement of the authorise operation
NH Hoteles S.A. statement of takeover offer for Sotogrande S.A. 
(80 Kb)
Leaflet and explanation of the attached document of the Take-Over Bid of shares of Sotogrande S.A. (Part I)   (438 Kb)
Leaflet and explanation of the attached document of the Take-Over Bid of shares of Sotogrande S.A. (Part II)   (827 Kb)
Leaflet and explanation of the attached document of the Take-Over Bid of shares of Sotogrande S.A. (Part III)   (369 Kb)
CNMV Letter Agreed Leaflet   (39 Kb)
Report of the Board of Directors of the affected society
Report of the Board of Directors of Sotogrande S.A. on the Public Offer for he acquisition of shares made by NH Hoteles S.A.   (74 Kb)
Take-over Bid formulated by Grupo Inversor Hesperia, S.A.
On 22nd May 2003, Grupo Inversor Hesperia, S.A. launched a take-over bid for 26.1% of NH HOTELES, S.A., offering 8.30 euros for each share. Subsequently, on 23rd July 2003, Hesperia modified the terms and conditions of its bid, increasing the price offered in the initial prospectus from 8.30 to 9 euros for each share of NH HOTELES, S.A.

For its part, on two consecutive occasions the Board of Directors of NH HOTELES, S.A. unanimously rejected the bid, not only because it considered that the share’s real value far exceeded the offer made by Hesperia but also due to the partial nature of the bid, apart from the fact that it was felt that Hesperia would not contribute any value to the Company. This included the complete rejection by the major part of the most important shareholders of NH HOTELES, S.A: Mr. Amancio Ortega (at that date, through his company Pontegadea, S.A.), who, moreover, had doubled his stake in the Company to 10%; Caja Madrid; Bancaja and Finaf ´92, which declared their unconditional support of the Company, its management team and future plans.

Finally, the take-over bid failed because the minimum limit (18,000,000 shares, equivalent to 15.06% of the corporate capital of NH HOTELES, S.A.), upon which its effectiveness was conditional, was not reached, although, finally, the bidder waived this condition, acquiring the 5.480.500 shares, representing 4.58% of the corporate capital of NH HOTELES, S.A., which had accepted the bid.

Subsequently, Hesperia increased its participation in NH HOTELES, S.A. to 23,6% of its corporate capital.
 
 
 
 
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