Housers shareholding war erupts against ex-partner Antonio Brusola

This article was written and published in Spanish and has been translated into English via Google Translate. Click here to read the original article.

The Housers real estate crowdfunding platform is not going through its best vital moment. About a year ago, the former CEO and Co-Founder, Antonio Brusola, left Housers for alleged unpaid bills of several million euros. This caused the company to launch a capital increase. Now the company has sent its investors a letter against Brusola and its breach with the current 'Pact of partners'. And he encourages them to buy Brusola's participation.

According to the letter, Brusola has breached the current 'Pact of partners' in the following points:

• The irrevocable resignation and contractual termination with the company before term.
• The illegal possession and control of the domain names "housers.com" and "housers". co.uk ".
• The illegal possession and control of the YouTube corporate channel that has been canceled causing damage to the Company.
• The management of Teldowers, S.L., which manages the "fundsfy.com" and "fundsinabox.com" domains.

For all this, Housers says in the letter that Antonio Brusola is an unwanted shareholder.

The consequences of the current corporate situation are the following:

• The alleged violations by Antonio Brusola of the Shareholders Agreement and the lack of rectification within the stipulated periods have led the company to suspend the economic and political rights of Antonio Brusola. In practice, this means that it will not be able to block those operations that require a reinforced majority to go forward, such as capital increases or the approval of the annual accounts.
• In addition, the breaches have led the company to activate the mechanism provided in Clause 18 of the Shareholders Agreement, which requires Antonio Brusola to immediately sell the shares he holds in the company to the existing shareholders proportionally. Consequently, investors will have the right to request an allocation of these shares.
• Under this mechanism, the price per share (clause 11 of the Shareholders Agreement) will be the last capital increase carried out with a discount of 40%.
• If Brusola does not sell the shares in accordance with the Shareholders Agreement, the Company may enforce the provisions of the Shareholders Agreement, which would require Brusola to make certain payments to the company.
• In parallel, in May 2019, Antonio Brusola initiated an arbitration before the Civil and Commercial Court of Arbitration (CIMA) against Housers and certain shareholders under which, among other issues, he is trying to reestablish his rights as a shareholder. This procedure is ongoing and may be extended until the end of the year.

Therefore, the Company is asking its shareholders to indicate whether they would like to buy Brusola's shares.

How Housers works

Housers' way of working is peculiar: the top executives of Housers identify alleged business' opportunities' - which they themselves select and promote on their website - and offer it to possible 'investors' (students, recent graduates, retirees, companies, etc) that can invest from 50 euros to finance one of these projects in exchange for a certain profitability based on 1) the income that those properties can generate and 2) in the surplus value that can be obtained in the future by its sale.

The administrators of Housers decide everything, from which projects are those that are financed to what reforms are undertaken to put it in the rental market and which companies will carry out the necessary works to put the houses in a rental status. They also set the price at which they will go to market, they take care of the selection of the tenant and, when the time comes, when and at what amount the property will be sold.

Antonio Brusola, created at the time several limited liability companies that support projects or 'opportunities' - as defined by Housers - that are published on the web. In this case, the S.L. they are the ones that acquire the real estate, be it a flat or a commercial establishment and the investors at the moment of investing their money become partners of the company.

Meanwhile, the real owners, the individuals who risk their money, have no capacity to decide anything because, according to Housers in the legal terms published on its website, "the investor will not have access to the management of the company in which he invests" .

This article was written and published in Spanish and has been translated into English via Google Translate. Click here to read the original article.

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