Anfi, once the jewel in the crown of the European timeshare industry, now a shadow of its former self and failing the original dream of Björn Lyng. It is subject to many legal wrangles, from litigation by former members to the inter-family and business rivalries that have ended up in the courts over the years.
It has been these dealings and legal battles which have graced our pages, along with bombshells such as the Tauro Beach Project which have been our focus but there is another group of consumers who may also be affected by the current situation. It is one that has been caused by how the company as a whole has been managed or mismanaged, depending on your point of view, over the years. But since the purchase by IFA now known as LS Invest AG, it is their shareholders and investors who are now looking a little more closely at what has been going on.
The following Guest article was submitted by a German investor and shareholder, he wishes to remain anonymous and we have respected his wishes. This is how he has researched the story and what he has found out, much of it has been published in the past, but as we said, it was only those with a timeshare interest that tended to see them.
PDF to the original German
LS Invest AG: Information on the investment in the ANFI Group
- second largest timeshare operator in the world after Disney.
- Founded in 1988 by Norwegian entrepreneur Björn Lyng († 2006)
- has two real estate complexes (“Anfi del Mar”, “Anfi Tauro” and others with 2 golf courses) with more than 7,000 beds in the Mogán region in the southwest of Gran Canaria
- was one of the most successful timeshare resorts in Europe (5 stars) at its peak and generated an annual turnover of €120 million
- Lawsuits and compensation payments to former customers for illegal timeshare contracts after 1999 have been hampering business for years
- the timeshare business is generally declining; the income from the sale to new members is lost due to a change in the legal situation regarding timeshare contracts (2015 ruling); A significant part of the turnover now consists only of the annual management fees
- currently has approx. 40,000 members/customers
- Book value of the assets of ANFI’s parent companies (ANFI Sales and ANFI Resorts) together amounts to € 314 million (according to LS Invest’s AGM of 21.07.2022)
ANFI Group consists of 7 companies:
(Source: Consolidated Financial Statements 2016 of LS Invest AG)
Litigation with timeshare customers
ANFI is one of many timeshare resorts that have to pay considerable compensation to former customers because it ignored consumer protection laws created in 1999 to protect customers from deals that put them under severe pressure on various issues when entering into timeshare contracts. Many customers are claiming damages because ANFI used illegal contracts.
In 2015, Spain’s Supreme Court ruled that open-ended timeshare contracts were unlawful – even if they were concluded before 1999. This allowed many customers to cancel their contracts and claim damages for fees already paid.
At the last AGM of LS Invest (21.07.2022) it was mentioned that ANFI had set aside extensive provisions for the timeshare litigation, which would cover all possible costs (maximum level). According to the Management Board of LS Invest, this is to be seen as positive.
Information on the development and status of the legal disputes can be found, for example, on the homepage of a law firm specializing in timeshare litigation “Legal Exits Worldwide S.L.”. The law firm also alleges to ANFI that the company structure with the 7 companies is deliberately complicated and bloated in order to
- to protect (“hide”) the company’s assets from claims for compensation by customers in court, and
- artificially inflating resort management fees. Other timeshare providers would usually get by with only 2 companies – one each for distribution and management.
Due to the insolvency proceedings opened at the end of 2021, the law firm also believes that further customers will be terminated.
Acquisition of a stake by LS Invest in 2016
On 14.09.2016, LS Invest acquired 50% of the shares in the Anfi group of companies for € 41.3 million from Ragnar Lyng, the son of ANFI founder Björn Lyng. At the time, the ANFI Group was already struggling as a result of the 2015 supreme court ruling on the illegality of timeshare contracts and the resulting claims for compensation (see section ‘Litigation’).
(Source: Consolidated Financial Statements 2021 of LS Invest AG)
However, due to a different distribution of voting rights (“golden share” of the former owner family Lyng – owned by the Santana Cazorla Group since 2004), this investment provided LS Invest with only 33.3% of the voting rights in the ANFI Group. Initially, ANFI continued to be controlled by the Santana Cazorla group.
In its 5-year investment plan from Q1/2018, LS Invest explicitly stated the acquisition of 100% of the ANFI Group as its goal and planned €60 million for this purpose.
Insolvency of ANFI‘s main companies in 2021
In the timeshare business, which has been declining sharply since 2015 (see section ‘Litigation’), the travel restrictions during Corona are seen as the “final nail in the coffin” for the operational timeshare business.
Against this background, insolvency proceedings were opened against the assets of the two main companies ANFI Sales S.L. and ANFI Resorts S.L. in autumn 2021 due to insolvency (but not due to over-indebtedness!).
An interesting aspect is that the bankruptcy petition was filed by “Isla Marina S.L.”, a subsidiary of Lopesan (main shareholder of LS Invest). Isla Marina was with a priority (!) Loan claim of approximately €30 million, one of ANFI’s main creditors.
The other ANFI co-owner, the Santana Cazorla Group, objected to the opening of bankruptcy proceedings, arguing that ANFI was solvent and had sufficient assets to pay off its debts.
The bankruptcy petition is therefore also likely to be a strategic means for Lopesan to gain control of ANFI (indirectly via LS Invest), which was also accused by the Santana Cazorla Group.
The priority (!) Lopesan (through its subsidiary Isla Marina S.L.) in 2019 by several creditor banks, when ANFI had not paid them. This, too, is likely to be understood as a strategic means for Lopesan to take control or a complete takeover of ANFI in the future.
The bankruptcy court finally found the insolvency of Anfi Sales and Anfi Resorts. Since then, these have been managed by an insolvency administrator
Acquisition of liquidation rights by LS Invest in 2021:
The “Grupo Santana Cazorla S.L.” (Family holding company with core business in construction) currently holds 50% of the ANFI shares (with 2/3 of all ANFI voting rights!). The owners of the Santana Cazorla Group are the two brothers Manuel and Santiago Cazorla. These have been in dispute for years because of alleged fraud (“years of fratricidal war“). The group was in economic difficulties for years, as a result of which some subsidiaries became insolvent or placed under receivership. The family-holding company “Grupo Santana Cazorla” finally went bankrupt itself in 2022.
Santiago Cazorla is involved in a complex corruption scandal (“caso gondola”) in which criminal proceedings have been ongoing since 2006. Between 2005 and 2007, people from the city council of Mogán (including the mayor) are said to have illegally procured contracts and building permits for “friendly” companies. At the heart of the investigation are construction projects on the site of Anfi Tauro. Santiago Cazorla is himself a defendant and is said to have links to accused persons associated with Anfi Tauro.
In an ad hoc announcement dated 14.01.2022, LS Invest announced the acquisition of the “future liquidation rights to the companies Grupo Santana Cazorla S.L. and Petrecan, S.L. These liquidation rights allow for the allocation of 50% of the assets of the two companies mentioned in the event of their possible future dissolution and liquidation. The assets of these companies include, among other things, the 50% stake in the seven companies that make up the ANFI Group and 50% of the assets and liabilities of Grupo Hermanos Santana Cazorla.
Through this acquisition, LS Invest acquired a majority stake in the governing bodies of the 7 companies of the ANFI Group
The purchase price for the liquidation rights is €20 million, of which €10 million will only be payable upon the entry into force of a court decision on “the ownership of the Santana Cazorla Group in a number of real estate and similar tangible assets”.
Initially, LS Invest did not directly acquire additional shares in ANFI, but initially “only” half of the liquidation rights in the “Grupo Santana Cazorla”, which holds the remaining 50% of ANFI. From a legal point of view, these liquidation rights are to be characterized differently from a “proper” (direct) participation in ANFI.
As I understand it, the liquidation rights would give LS Invest half of the assets that remain after the completion of the insolvency proceedings (liquidation) of the “Grupo Santana Cazorla”.
With regard to the assets of the Cazorla Group, the Chairman of the Supervisory Board of LS Invest said that only “ANFI [is] what is of value in the Santana Cazorla Group“.
Excerpts from the Annual Report 2021 of LS Invest AG:
“[Since] the parent companies, as well as the Anfi companies themselves, are in bankruptcy proceedings, all administrative and management functions are the responsibility of the court-appointed receiver so that representation on the board of directors of the Anfi companies can continue to be used only to a very limited extent. Thus, the current representation on the Board of Directors will take effect from the date on which the bankruptcy proceedings are concluded.” (p. 26)
“With the purchase of the shares, LS INVEST now also has the tourist resort of Mogán on Gran Canaria in its portfolio. As a result, we have access to a new area with new income and land for new hotel buildings. At present, our business activities are limited only to holding the shareholding. With the acquisition of the liquidation rights of a shareholder of the Santana Cazorla Group in December 2021, the Group now has a majority in the administrative bodies of the seven companies of the Anfi Group. However, due to the fact that the parent companies are currently in bankruptcy proceedings, representation on the board of directors of the Anfi companies cannot currently be used to exert significant influence on business policy or to control the companies.” (p. 41)
Project ANFI Tauro:
The project for the “Anfi Tauro Golf & Luxury Resort” in the Tauro Valley, which began in 2002, has not yet been fully implemented. The part of the project, which is probably largely planned but not yet built, which includes sea access with beach embankment and marina for 500 berths as well as apartment complexes for 5,000 beds and a spa, is currently still standing in the way of local political or regulatory obstacles (in some cases missing permits). On the ANFI homepage, only the marina, your shopping centre and the beach (without an apartment complex) are mentioned as planned projects. However, the following graphics of the planned project phase also show hotel buildings.
Photo of the current state of the part of the property (google maps) for the second, not yet implemented part of the project by Anfi Tauro:
On these graphs, you can see the previously non-existent Section II of the project:
12/2000 (google earth pro):
10/2017 (google earth pro):
At the last AGM of LS Invest (21.07.2022) it was mentioned that no short-term projects were possible on the plots in the south of Gran Canaria (ANFI Tauro), but this remained interesting in the long term.
In an interview on 05/03/2023, the new General Manager of Lopesan‘s hotel division mentioned „[…] Projects in Gran Canaria […], where we are eagerly awaiting final approval and a further almost 2,500 possible rooms can be built on the buildable land.“ In my opinion, this is probably the second phase of construction of Anfi Tauro.
The strategic value of ANFI for LS Invest and Lopesan respectively
The Lopesan Group (including LS-Invest) operates 22 hotels with 16,500 beds in Spain (Gran Canaria and Fuerteventura), Germany, Austria and the Dominican Republic. The hotel complexes are operated according to the classic business model – i.e. not according to the timeshare model.
Legal Exits Worldwide S.L., a law firm specializing in timeshare litigation, raised the question of whether Lopesan would be interested in continuing ANFI’s timeshare model after taking control of ANFI and how a departure from this model would affect claims for damages won by customers. They also point out that Lopesan has stated several times in the past that the timeshare model does not fit their business model.
In addition, the law firm argues (convincingly in my opinion) that the timeshare business model is virtually dead after the 2015 ruling of the Spanish Court of Justice.
The Timeshare Advice Centre writes :
“Today’s holidaymakers are eschewing the expensive and outdated timeshare model, preferring instead the freedom and lower cost of booking through regular online sites. Companies like Anfi have lost the huge revenue stream from selling to new members and are now relying on annual management fees to stay in business. The compensation payments against them have exacerbated an already difficult precarious position for the timeshare business.”
Since ANFI has enormous real estate assets in Gran Canaria, ANFI’s debts could be repaid by selling these properties. However, this was rejected by Lopesan – on the grounds that the value of the individual properties “significantly” exceeded the amount of debt.
At the time of the acquisition of the liquidation rights of the Santana Cazorla Group at the end of 2021, the Chairman of the Supervisory Board of LS Invest said: “We are interested in tourism assets [of ANFI]”. In the 2021 annual report (p. 41), LS Invest mentions in connection with ANFI the “access to a new area with new income and land for new hotel constructions” (it is likely to mean the second phase of construction of the ANFI Tauro).
The CEO of Lopesan has also complained in the past about the impossibility of being able to build more hotels in Gran Canaria. In the Canary Islands, there has been an official ban on the construction of tourist facilities for years, so new hotel buildings can only be achieved with a special permit from the government. The corruption complex mentioned in the section “Acquisition of liquidation rights” is apparently related to such special permits.
In this respect, existing or already approved hotel complexes on Gran Canaria should therefore be given a high market value – presumably also to the second, not yet implemented section of the project in the Tauro Valley.
Lopesan’s strategic interest is therefore likely to lie either in the best possible exploitation of the hidden reserves through the sale of the land at market conditions (i.e. outside the ANFI insolvency proceedings) or in the takeover of the hotel facilities for its own operation – probably in the classic operating model instead of timeshare.
Both variants presuppose that the insolvency proceedings of the ANFI Group are terminated so that free access to the ANFI assets can take place. As one of ANFI’s main creditors, Lopesan has the power to adjust the terms of payment of its credit claim (approximately €30 million) and thus play a key role in ANFI’s solvency. Eine Überschuldung dürfte bei ANFI due to the particularly valuable real estate assets, so this reason for a continuation of the insolvency proceedings would no longer apply.
In addition, however, a solution to the legal disputes with the ANFI customers entitled to compensation would also have to be sought. ANFI’s insolvency is currently likely to make it much more difficult to enforce claims for damages by ANFI customers, especially since Lopesan’s credit claim is to be serviced as a matter of priority (according to information at the last LS Invest AGM in 07/2022). In this respect, Lopesan could be considered as a (primary!) Major creditors are also using their influence on the insolvency proceedings to reach a deal with the aggrieved ANFI customers.
LS Invest (or Lopesan) cannot force LS Invest (or Lopesan) to take over the Cazorla Group’s 50% stake in ANFI, but due to the insolvency proceedings of the Cazorla Group, the two Cazorla brothers (shareholders) are now deprived of decision-making power over the assets of the Cazorla Group. Instead, the insolvency administrator now decides on the realisation (possibly sale) of the assets, in particular the assets of the insolvency officer. of the ANFI shareholding.
This raises the question of who, apart from LS Invest (or Lopesan), has an interest in acquiring the ANFI stake if Lopesan, as one of the main creditors, can (co-)decide the fate of the ANFI Group. In this respect, it is to be expected that LS Invest (or Lopesan) will appear on the scene as the buyer of the Cazorla Group’s ANFI stake.
From the point of view of LS Invest and Lopesan, therefore, there are three main problems to be solved for a takeover of ANFI:
- Termination of insolvency proceedings against the assets of the ANFI Group
- Termination of litigation with customers of the ANFI Group
- Acquisition of Grupo Santana Cazorla S.L.’s stake in the ANFI Group
Points 1 and 2 appear to be influenceable, possibly even solvable, because of Lopesan’s position as the main creditor of ANFI. Point 3 depends on the decision of the insolvency administrator of Grupo Santana Cazorla.
Current developments (addendum dated 08.03.2023):
At the beginning of March 2023, it became known that the insolvency administrator of the “Grupo Santana Cazorla” offered the 50% stake in ANFI for sale. Based on an enterprise value of €404 million, it estimates €202 million as the asking price for the ANFI investment (Link 1,Link 2).
The announcement also provides information on the current value of LS Invest’s 50% stake in ANFI, which was acquired in 2016. LS Invest currently accounts for this at €36 million, so that high hidden reserves are likely to be included there as well.
My guess: LS Invest will now take over ANFI completely. LS Invest is expected to return part of the purchase price (€ 202 million, if applicable) to the insolvency administrator due to the liquidation rights acquired at the end of 2021 to 50% of Grupo Cazorla. Lopesan would also benefit by the way, as they have a loan claim of €30 million against ANFI (this was the reason for the ANFI insolvency). LS Invest itself probably also has a loan claim of € 13 million against ANFI.
© Copyright of the above article is with the author.
There you have it, from someone who has never been involved or had an interest in timeshare, and seeing it from the perspective of his own financial investment. We have said before, timeshare permeates further than you think.
We have to say a big thank you to our friend in Germany who spent a lot of time and effort in getting his information, we hope that you the reader will find it informative. This is a story which will not be resolved anytime soon, as you can see it is quite complex and many of your cold callers will use this to their advantage, and as you have already guessed, they will always have a simple fix to get you your “compensation”.
We hope you all had a great weekend, Baby Dog just melted into the sofa in direct line of the fan, the heat has knocked him for six.