The history of FAM 1978 - 2010
FAM's history, as described by Peter Klerell, Chairman in 2010
In a motion to the Annual General Meeting 2009 one of our owners, Hans Lindholm, suggested that it would be nice if FAM's history was documented for all new shareholders who do not know how it all really started and what has happened over the years until today.
At the meeting, I, Peter Klerell Chairman of the Fastighets AB Andalucia del Mar, promised to put to print and attempt to describe the different key stages in FAM's history including how FAM works today.
As I have been actively engaged in the FAM since 1982, I consider myself to have a good understanding of this.
FAM history is checkered and this is an attempt to describe it all. I have consciously made a fairly detailed account of what has occurred since FAM was formed.
How it began
The whole idea of the FAM, real estate corporation Andalucia del Mar, started and was founded by three brothers named Björklund in Uppsala in the mid - 1970s. The brothers Jan, Hans and Lars-Göran Björklund, were between 28 - 21 years old and formed SVISAB AB, , Swedish Investment Systems AB, to sell apartments in Spain through an intelligent business concept where SVISAB form a Swedish company which then buys, owns and operates a Spanish apartment in Andalucia del Mar. The brothers had identified a construction company which planned to build five buildings in Andalusian style with beautiful large luxury apartments in an ideal location on the Costa del Sol - Andalucia del Mar -a few minutes walk from the yacht marina in Puerto Banus.
The business concept is similar to a timeshare ownership structure however, the owner owns a number of shares in a Swedish non listed public company subject to accounting and auditing standards in accordance with the Swedish Company Act which allows for greater stability and control as opposed to the sharing system that existed in Spain at that time.
This way, to own and manage an apartment was found to be a great way to circumvent certain tax laws as taxes were not levied on shares in unlisted companies.
The concept at the start
The concept when starting FAM was basically exactly the same as it is now. The cleaning requirement upon departure was more involved than today and each company (apartment) had a car which was replaced every five years. Six people were allowed in the apartment and there was an extra charge for utilized laundry and cleaning services. They were all two bedroom apartments.
The companies were managed by a board, which at the time consisted of the three brothers Björklund and their lawyer Bengt-Åke Fritjofson, Grönbergs law firm, Stockholm.
The Shareholders voted in proportion to their share ownership, thereby affecting their own apartment / companies. All companies have Articles of Corporation and Rules of Conditions and Conduct which are approved at the Annual General Meetings.
The accounting and administration was managed by their own accounting firm in Uppsala, and the audit was conducted by CPA Hans-Gösta Warngren, Revisorshuset, Uppsala.
The shares were structured differently than today.
The Bjorklund brothers quickly realized that the different times of the year were more or less attractive. All weeks had to be sold in order to collect the weekly assessment necessary to run the operation. Thus shares were set up to include two, three and four weeks.
A four week share could be design to include two "attractive" weeks in September and two "less" attractive weeks in the winter. Prices ranged between 45 000 SEK for a two-week share, which was the one most commonly sold, to 78 000 SEK for a four-week share.
All companies had then as now, one week without a owner to facilitate repairs and maintenance activities.
Each company had a car, replaced every five year, as did the service office - a total of 29 cars.
A service office, SVISAB International SA, was set up in Spain with two employees, Swedish-speaking Mona Ramen working 50% and a Handyman Jose Rey Jiménezs full-time to give the owners on-site service. The office was located in a wing of the hotel Andalucia Plaza.
In 1978, the price of charter flights to Costa del Sol, ran between 3500 and 4500 SEK per person and renting a car about 1800 SEK for a two week stay.
Since the 1960s, many Swedes bought their own houses on the Costa del Sol why travel agents also sold "seats only" flights to Malaga.
The Björklund brothers therefore established a partnership with Fritidsresor especially for the owners who could purchase their flight for a reduced price. At peak season a round trip cost 2425 Sek, and transfer to and from Andalucia del Mar was 150 SEK. This was a Sub rosa agreement. For every trip that the owners bought, Fritidsresor paid 150 SEK to a travel fund that the Bjorklund brothers could use for flights o Spain. This way they funded their own trips to Spain and the following years marketing trips for prospective owners
The beginning - selling the shares
The first apartments were completed for sale late in 1978, having the highest standard at that time in Spain with tile floors, dishwashers, etc., but no AC.
In the spring of 1979 the first six companies were established and the the first apartments, Anders, John, Cesar, David, Erik and Fredrik purchased in Casa 2, 3 and 4 in Block 1 of the Comunidad 1.
The marketing efforts were geared only towards Swedes through advertisements in newspapers and #viewing trips" to Andalucia del Mar.
In the beginning, the sales were a bit slow as the whole area was one big construction site, as also the Block 2 of the Comunidad 1 (the house we now have the office in) and Block 3 of the Comunidad 2 (Casa 9) began construction.
The Björklund brothers transfer its Swedish sales and management offices, SVISAB AB, to Stockholm.
As the sales were a bit sluggish, there was no capital to buy any more apartments in Block 2 of Comunidad 1, completed in 1979.
The marketing efforts broaden to sell also in Norway, and when sales pick up in 1979/80 additional apartments in Casa 9, Gustav, Harald, Ivar, Johan, Knut and Lennart were purchased.
This building was completed in 1980.
In 1980 marketing efforts are expanded to include the setting up of a sales office in the UK. The English were more comfortable with the pricing, and sales increases, even though the entire area remains a building site.
In 1982, Block 4 of the Comunidad 2 was completed and the apartments Martin, Niklas, Olle, Patrick, Richard, Sixten and Torsten in Casa 10 - 12 were purchased and sold to new owners.
The last step was taken in 1984 when the last building, Block 5 of the Comunidad 2 was completed.
The next to last apartments were purchased and sold, Urban, Viktor, Wilhelm, Xerxes, Yngve, Zäta, Ake and Ärlig in Casa 13 and 14. In 1985, a year later, the last and 28th apartment Qvintus was purchased in Casa 14.
The years 1984 - 1985
The construction was finished and the garage for Communidad 2 and the garden completed.
The standard in the apartments was further enhanced so that from 1980 there are marble floors and all apartments in Communidad 2 have AC.
Wooden railing and wooden doors were replaced over time, with aluminum doors and iron railings instead. The dishwashers were removed as the models at that time did not tolerate the lime-rich water that exists in Spain. There were now 28 companies. Over the years, the Boards of Directors changed so that only Lars-Göran and Jan Bjorklund constitute the Board together with the lawyer, Bengt-Ake Fritjofson.
The owners increased its influence on June 1, 1987 when a Board of Trustees was formed, consisting of bankers Olof Mark and Erland Bagge and Gull Berg as "an expert in interior design", all three owners of FAM.
Service office / company SVISAB International SA, owned by SVISAB, is still in the Hotel Andalucia Plaza as are the two employees Mona Ramen at 50% and handy man Jose Rey Jiménezs full time.
After 1987 things started happening
The Bjorklund brothers have now essentially sold all the shares in Andalucia Del Mar. They withdraw from FAM and launch a new project in San Pedro selling townhouses, La Fuente del Paraiso.
The service company in Spain, with the two employees was sold in April 1987 to the banker Hugo Caneman who started the companies Storviggen AB in Sweden and the Storviggen International SA in Spain. The accounting and rental was taken over by Jan Ponsbach in Stockholm. Hans-Gösta Warngren, now BDO Revision, still audit the group's companies.
Olof Mark, Erland Bagge and Gull Berg were elected to FAM's first Board of Directors in 1987 and are faced with more difficult issues to handle.
After about 1.5 years Hugo Caneman suddenly dies most dramatically in Spain.
Storviggen AB was purchased by two financiers who in various ways deplete the companies of cash and run a variety of suspect operations. The fee paid for all laundry and cleaning was used. The account generated by Fritidsresor is depleted when used by the Storviggen's owners. Mona Ramén leaves Storviggen and a couple of Swedish women take over in subsequent years. When the owners have not indicated that they will occupy the apartment, it is sublet, and the proceeds were taken by Storviggen and nothing transferred to the owners.
The cleansing out period 1989 - 1993
An active owner of many weeks in the FAM, Klas Åke Krantz, is an accountant and fluent in Spanish,
As a friend of the Spanish handyman Jose Rey Jiménezs, Karl Åke starts to question the goings on. He makes numerous investigations that show that all is not on the "up and up" and requests a justification at the Annual Meetings. Nothing happens.
At this time, a group of people, with Peter Klerell and PO Nilsson at the helm, join forces with Klas Åke Krantz to sort out this mismanagement. The group also included three other owners Gösta Larsson and Hans von Bergen and Per Åkerman.
During this time, Ann-Katrin Malmström appears in the periphery but is not yet in the task force, however, Peter Klerell was in continuous contact with her.
In 1989 Peter Klerell is elected to the Board, at which time the current state of affairs becomes more clear.
Simultaneously, the owners of Storviggen replace some of the Board members and manipulate the election of the Board Chairman. Peter Klerell stayed as alternate and worked towards replacing the entire Board of Directors.
At the Annual General Meeting in 1991, the Board was replaced and Peter Klerell and PO Nilsson were elected to the board and Hugo Nordenfelt as new alternate.The Storviggen Chairman is thus ousted.
In the two years following, Riddaren Redovisning via Hans Johansson take on the accounting and rentals and this was also the period whereby the Swedish administration is reviewed and improved.
Peter Klerell is elected as a member of the Board as his employer did not permit him to be Chairman but in essence is acting in that role during 1991 - 1993..
Nilsson PO, supported by his wife, now assumed the role as head of the operation and maintenance in Spain by through Storviggen AB.
1992 - the year of changes
Negotiations started to acquire Storviggen AB in return of not suing the owners. The acquisition was completed 1 January 1992. FAM also took over the two existing staff in the newly formed Spanish services company, Nordic Andalucia Management AS, NAM, which is owned in equal parts by the Swedish 28 FAM companies. From this date FAM now provides services in Spain through its own service company. The company was formed with the legal help and assistance of Mr. Antonio Pascal, Pascal Gestoria, Marbella a collaboration that still continues today as Gestoria Pascal, manages the accounts and financial statements for the NAM company.
FAM now gained control of the accounts and rentals, as well as costs and revenues in Spain,
and started with the collection of the high outstanding accounts receivable and begin to strengthen the financial position in the companies. The fee of Sek 1000 to the company for wear and tear when an owner sublets was put in effect as was the change that the cost for laundry and cleaning is included in the weekly fee. Cars are replaced by the different companies at a suitable rate through internal sales at book value.
In 1992 we hire our own service manager Marite Renkens, still at 50%, who took care of owner services in the NAM. Jose Rey Jiménezs are continued as our handyman. Renkens commanded five languages but not fluent Swedish. She maintained a very high level of service to our owners and gradually expanded her employment to full time. We further hired our own cleaning staff on a part time basis.
The procedure that the onwers' are responsible to clean the apartment upon departure is introduced as is a price list for NAMs services tailored to ensure that owners that want to buy various services, such as the departure cleaning service, can do so.
PO Nilsson and Peter Klerell bought our current service office in Casa 7, so that our office is established in our own area of Andalucia Del Mar. Price was 400 000 Sek, corresponsing to1.5 years rent in Hotel Andalucia Plaza. The funds for the purchase was transferred from the Swedish companies to NAM via a bond between the companies. Owners in Comunidad 1 complained slightly as the comings and goings to Casa 7 increased. The entrance to the service office was at that time, and until 2006, on the other side of the building. However, an agreement was reached with Comunidad 1 and our offices are accepted. PO Nilsson becomes a member of the Board of Directors for the two Communidades.
In 1993, a review of the formal arrangements between the two countries was performed together with auditors from Ernst & Young. The owners who had four weeks (two shares for "attractive" weeks and two shares for less attractive week) suggested to change the shares structure to one share per week, to facilitate selling individual weeks. This suggestion was taken under consideration.
The review with Ernst & Young revealed that all is in order except for the cars which may not be owned by the Swedish companies when they are used and insured in Spain. To avoid complications all cars were sold to NAM at book value through an additional bond between the NAM and the Swedish company.
At this time we realized that the cars need to be of higher standard, but were not in a financial position to address this yet.
As the occupancy rate during the year was not 100% but around 85% and all shareholders did not wish to use a car an opportunity existed to create a car pool consisting of 25 cars reducing our car costs, and need for 28 cars. The result of this is savings of 500 K SEK, and an opportunity to more quickly upgrade our car standard, the first step was to move from two-door cars to four-door cars. The concept that all weeks are guaranteed a car did not change, if the occupancy rate for a single week was 100%, rental cars were used. The goal continued to be to strenghten its finances and have a cash position of 100 000 SEK.
The issue of a stock split was reviewed carefully. The conclusion was that such an implementation required an enormous effort and to have a share per week causes a much higher administrative cost when the number of owners, increase from 630 to around 750, resulting in a higher weekly fee. The decision to not proceed with a stock split was taken.
In 1993, Peter Klerell and PO Nilsson content with their accomplishments while on the Board, announced their desire to resign at the Annual Meeting 1994. Peter Klerell agreed to continue as alternate during 1994 as an advisor to the new board. The responsibility for accounting and rentals (which at this time amounted to about 160 weeks per year at a price of 4000 Sek per week) was transferred to a new accounting firm Nilbok Accounting, led by Gunilla Jernfelt.
At that time the Board consisted of only three people with an alternate The Board worked without any remuneration. In 1994 the Board increased the number of alternates to two.
New times again
Gosta Larsson was elected Chairman and Hans Von Bergen a member of the Board, at the Annual General Meeting 1994. These two gentlemen took over a group of companies with very good financial position as all but four companies had managed to achieve the objective of having a reserve of at least 100 000 SEK. The group had a cash position of 3.0 million SEK and the weekly fee at that time was about 1500 SEK per week.
However, it appeared that Larsson and von Bergen had their own agenda on what they wanted to do with FAM companies which cost the FAM companies a tremendous amount of money draining the companies' cash yet again. Peter Klerell and the two Board members did not have the same view as to how to manage the FAM companies thus Peter Klerell's help and advice was not sought.
Larsson and von Bergen and von Bergen's cousin, attorney Wallin, Carlanders law firm in Marbella and Lindahl's law firm in Stockholm start an investigation to assess the possibility to bundle all the 28 companies into a single company. This would move away from the concept that each company has its own separate finances. The cost that the owners would have to pay to achieve this was about 1.2 M SEK, however in return there would be future savings on administrative costs and on the Spanish VAT.
A number of major repairs were carried out. The all-white dinnerware in the apartments was discarded and new dinnerware with colored designs was purchased. New linen was purchased to all companies, new laundry service retained as was a new cleaning company. Today's laundry bags were introduced. Apartment information binders were much improved. This is a time of purchases, and repairs even if a specific company lacked funds. If funds were short, they were simply borrowed from another company which is in violation against the law of forbidden loans. The auditors protested, costs soared and cash was depleted.
At the meeting June 21st, 1995 Ann Katrin Malmstrom is elected to the Board along with Larsson and von Bergen and two new deputies. New auditors are also appointed, Allan Jakobsson
(Anne Lengholts dad) with assistant accountant Anne Lengholt. The companies' total funds have now fallen to about 1.0 MSEK. A nominating committee of three persons was established with Per Åkerman as Chairman.
By the time of the Annual General Meeting in June 1995 so many irregularities have occurred that Peter Klerell and Gudrun Åhlberg - Holmstedt decline re-election to the Board. They document their reasons in a letter given to the Board and ask that the Board enclose this with the other documentation sent for the meeting. Larsson and von Bergen refuse to include that letter whereby Klerell and Åhlberg-Holmstedt translate the letter to English and subsequently pay themselves for the distribution of this letter to all the shareholders.
Malmstrom has a tough time on the Board, and despite her protests, all suggestions result in a vote of two against one after which each proposal is implemented.
Despite accountant Allan Jacob's protests the agreement with Nilbok Accounting is terminated and all Swedish accounting and documentation is transferred to NAM in Spain, which is in violation of Swedish corporate law.
Assistant Madelene Kling and Marite Renkens were let go in November 1995 as they were not fluent in Swedish and Larsson could not communicate with them. They were replaced by a Swedish woman from Fuengirola named Elizabeth Olsson. The rental process continues being managed from Sweden.
It turns out that Olsson did not even possess the necessary skills and the Swedish accounting eventually collapses. The two men also do not pay the Spanish VAT incurred NAM why the Spanish authorities do a raid against NAM and seize all the money that FAM had in their accounts in Spain about 1.2 msec. Weekly fees have now risen to approximately SEK 2300 per week.
The second beginning
Ann Katrin Malmstrom struggled with the two men for a year and was overrun in almost every decision. In time of the Annual Meeting in 1995 and in order to stop the current situation, she brings forth that the Board should be increased to five members with two alternates. This was approved and is the current structure,
The AGM 1996 elected the five member Board were Urban Stenholm and Lars Almgren were added and two new deputies are elected.
The following year in 1997, Urban Stenholm took over as chairman and Gustav Larsson and Hans von Bergen left the board.
This new Board started the immense work to rebuild FAM and NAM.
Stenholm consulted with Peter Klerell in countless issues. Marita Renkens was rehired in NAM.
Our handyman Jose Rey Jiménezs died tragically at the age of 55 and was replaced with a couple of handymen of varying quality. Marita Renkens' employment increased in March 1997 to 100%. Annual board meetings were now held in the NAM-company and financial audits were performed.
Renumeration to the Board is introduced. The financial management was moved back to Sweden to the Accounting group in Södertälje and rental activity moved gradually to Jan Ekberg in Södertälje. We change to the current bank, SE banken in Sodertalje.
The issue of stock split of one share per week is reintroduced after recent decisions at the AGM in 1997 and even this very important work begins, and will finish in 1998. Since 1998 the system is as we have today, one share per week.
During these years Bengt Eriksson is Chairman of the nomination committee with Jan Olof Mark at his side. Eriksson and Mark continued in these roles until 2006 when Mark took over the role of President as Eriksson resigned due to health reasons.
In 2001 Håkan Resare is elected to the Board.
Stenholm remains Chairman until 2002. Ann Katrin Malmstrom builds experience in her current role on the Board, as the head of NAM and Spain. A very extensive effort to recover the Spanish state seized 1.2 million SEK is initiated during this period and a wide range of issues were sorted out.
The bathroom and kitchens in ur oldest apartments (built in 1978) were in such a condition that total renovation was needed. This work began in 2001 and the practice of unconditional shareholders' contribution was introduced.
Relatively shortly after the AGM in 2002, Stenholm suddenly resigns and Ann Katrin Malmstrom has dual roles, both as President and as head of NAM and Spain operations. The Redovisnings Gruppen, accounting firm, in Södertälje gives notice on the agreement and Malmstrom engages, our current accounting firm - Mårtenssons Revisionsbyrå in Åkersberga.
Malmstrom contacted Peter Klerell and asked him to return to the Board as Chairman. He hesitated but still promised to support the Board as an adviser during the fall 2002 and spring 2003 and then to decide whether to be available for election as chairman of the meeting in 2003. The outcome of which is that Peter Klerell became chairman again.
The amount of issues to sort out as Peter Klerell assumed the chairmanship in 2003 was still incredibly high and the financial management, cars and apartments standards needed to be improved radically.
Listed are just a few examples among the many large and small matters handled by the Board. Then follows a description of how FAM and NAM management and administration work today
A new internal division of labor was introduced within the Board to give owners better service as each Board member can focus on his/hers responsibilities.
A number of shares had no or unknown owners which warranted special procedures to collect the weekly fees. Strict procedures to collect from non paying owners are also established.
Rental business is slow so in January 1, 2004 FAM changed to our current rental administrator AK Office.
In November 2004 the Spanish state refunded the seized 1.2 million resulting in a contribution to all corporate funds with 41 300 Sek each. The process was both arduous and expensive for shareholders. Only attorney costs for all years of working on this case amounted to 225 000 Sek.
In 2004, it appeared that we had not followed the Spanish law and filed our apartment holdings properly resulting our carrying out a major investigation and introduce new procedures for a certificate of residence as of 1 January 2005.
In 2004 our service manager, Marite Renkens, requested additional staff to the office to meet owners' expectations for service so Kate Hedlund Larsson was hired part time in August 2004 who did a fantastic job. From having had on 50 % part time employee, we now suddenly 1.5 Staff in the office and a Handyman at 100%.
However, Renkens was still not satisfied, demanding excessive salary increases from an already high salary, with good terms and resigned at the end of January 2005 after 13.5 years with NAM-company. The notice period was six months. Meanwhile, Hedlund's husband is so sick that they must return to Sweden whereby she resigned as well at the end of May 2005. The process of finding new staff started.
In March 2005, our current head of NAM-company, Susanne Sjölund started, working for several months with Renkens. In June 2005 Helle Sommer started and in October 2006 our new handyman, an Englishman Martin Pimley.
Our current service team in NAM has now been working together for four years.
AB Property Andalucia del Mar, FAM, consists of 28 independent Swedish limited company incorporated under the Swedish Companies Act.
During the last ten years there has been a generational change in the ownership group. Several of today's owners have acquired additional weeks reducing the number of shareholders, and the available 1428 weeks, are owned by 574 shareholders, mainly from Sweden (90 %), Norway and England, but also Poland, Switzerland, Ireland, USA and not in the least Spain.
The apartments are located in five 5 / 6 - storey building forming an community called Andalucia del Mar, located not far from luxury yacht marina Puerto Banus. In total there are 197 apartments in the area, and three villas on the beach. Andalucia del Mar has two associations, Comunidader.
The two buildings to the east are in Comunidad 1 and the two western and the northern ones, along with the three beach villas are in Comunidad 2. All apartments in the FAM group hold a very high standard. They consist of a living room, kitchen and two bedrooms with newly renovated bathrooms.
The apartment sizes range between 113 to 146 square meters.
All apartments are fully furnished and have equipped kitchens, satellite TV with multiple channels such as SVT and the BBC World, and air conditioning. In each building there are elevators and an intercom. From the balconies, one can see the Mediterranean and the Sierra Nevada mountains, although some apartments have a slightly obstructed view. During the span of the day, one of the apartment's balcony is always in the sun and one in the shade. Shareholders also have the use of a car, via the car pool and can rent storage lockers.
The Comunidads are responsible for the upkeep of gardens, the two swimming pools in the area and has Guard personnel that patrol around the clock.
Each company has an additional name: Anders - Ärlig. The individual company is the apartment in Andalucia del Mar and is responsible for managing this apartment for shareholders.
To cope with this as cost effectively as possible the set up is to to work the 28 companies in a "group" concept with one common board, audit and management in Sweden and in Spain.
The Board's work is based on the Terms and Conditions of Conduct as approved at the Annual General Meeting and Policies and Procedures developed by the Board itself.,
To help them, and to manage all matters in Spain all 28 companies jointly owns a service company, Nordic Andalucia Management SA, NAM with two employees in the office, a Handyman, and six part-time cleaners.
At the service office owners receive all the help and support needed to have a pleasant stay in Andalucia del Mar. Examples include rentals of strollers and child car seats, books and modems for Internet. Newspapers can be addressed to this address and picked up at the guard.
Accounting and wages for the service company is handeled by Gestoria Pasqual since the company was formed in 1992 and the audit is conducted twice a year, since 1997, by a Swedish auditor Bo Wennerström, Global, both located in Marbella.
Each year in May or June the Annual General Meeting is held in Stockholm, at which time the Board is elected , the NAM and FAM finances reviewed, investment issues discussed and affording the shareholders the opportunity ask specific questions.
At this time the auditor and an deputy auditor are appointed to examine the accounts of each company. Anne Lengholt continues to be our auditor. She has a good understanding of the companies as she has had experience auditing them since 1995.
The AGM also elects a Nominating Committee who puts forth prospective board members from among the owners and and proposes the Board members' stipend.
All FAM-companies currently have a very good financial position and all apartments have top standard.
The NAM-office value today, in 2010, has increased from 400 k Sek at the time of purchase, to approximately 3.8 M Sek based on Bo Wennerström's assessment.
Accounting and finances are in good order and under full control.
All companies have a cash position in excess of 100 000 Sek which is why the Board annually provides large subsidies for improvements and investments. The Board continues its work continuously to further improve the FAM companies in Spain.
Lastly in May 2010, we have via the Comunidades managed to set up a wireless broadband, WiFi access, in our apartments and we are continuously upgrading the carpool.