Evolution of the profile
The history of MHM (ex-Foncière Paris Nord) has been marked by the complete reorientation of its historical corporate purpose, which was the ownership of rental properties. The company became SPAC (Société Parisienne d’Apports en Capital) in 2021 and then MHM (MyHotelMatch) in 2022, and is now exclusively dedicated to the development of its hotel matching application. The company no longer holds any real estate assets. To our knowledge, there are no significant litigation proceedings.
The entities of the OTT Group announced on 12 June 2020 that they held 29.9% of the capital of Foncière Paris Nord (FPN). According to the AMF notice of 10 May 2021, it holds 19% of the capital, then 28% on 13 April 2022. FIPP (DUMENIL family) holds 16% of the capital. There is no action in concert or shareholder agreement between any of the above entities except between entities of the OTT group. Following the sale by SPAC of 60,000,000 units of Bonds Redeemable in Shares to PAMIER SARL (controlled by FIPP) in 2020, the DUMENIL family retains the option to increase its shareholding to approximately 35% of the capital fully diluted (AV estimates, excluding the exercise of any BSA) by 2023. As the distribution of the balance of the outstanding NRS and warrants is not public (in particular following the exercise of 30m units by GLOBALTECH in 2021), we cannot determine precisely what the fully diluted capital will look like at the end of 2023 (including the OTT share).
Evolution of shareholding and governance
MHM has a Board of Directors. In June 2021, the Board of Directors was 100% composed of members of the DUMENIL group, FPN’s reference shareholder with 15% of the capital (as of 10 May 2021). The DUMENIL group holds its stake in SPAC via FIPP and a minority stake via the latter’s subsidiary, PAMIER SARL. The DUMENIL group includes Acanthe Développement, which focuses on high-end real estate assets in Paris. Mr DUMENIL is the CEO of Acanthe, Ms Laurence DUMENIL (his daughter) is also a director as well as her sister, Ms Valérie GIMOND-DUMENIL. Since April 2022, the DUMENIL family (3 seats out of 8) no longer holds a majority on the Board of Directors.
The concentration of the existing warrants in the hands of the company itself (before substantial redistribution to the shareholders in 2021) and the interest of the OTT Group for this structure have encouraged the reception of a new project formalised in the Combined General Assembly of 8 April 2022: MHM. Governance now seems to have stabilised.
Reinforced governance including specialists
The substantial change in governance made at the General Meeting of 8 April 2022 has strengthened the Board of Directors by bringing in individuals with profiles suited to the company’s project. Since 2022, the Board of Directors has welcomed Mr Bradley TAYLOR (ex-ORCO Property group, OTT Group), high level manager of luxury hotels (including formerly MaMaison – OTT Group – and Hyatt), Mr Yves ABITBOL, founder and manager of MyConcierge (acquired in 2022 by MHM), Mrs Charlotte GAUTHIER (considered independent, entrepreneur). Following four appointments in April 2022, the OTT Group has, in our opinion, a direct influence on four of the eight directorships (excluding the director considered independent). Two of the three mandates of the DUMENIL family expire in 2023.