Wereldhave N.V. (AMS:WHA)
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May 6, 2026, 5:39 PM CET
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M&A Announcement

Dec 6, 2023

Matthijs Storm
CEO, Wereldhave

Good morning, ladies and gentlemen, to the Wereldhave webcast regarding the acquisition of shopping center Polderplein in Hoofddorp. Excited to be here today together with our CFO, Dennis de Vreede, familiar to many of you, and I'm Matthijs Storm, the CEO of Wereldhave. We'd like to talk you through a couple of slides, including the strategic rationale for the acquisition, but also the financial rationale. Dennis will talk about that. And as usual, with the other webcasts that we do, there's an opportunity to ask questions, and we will treat those questions towards the end of the call. Let me start with the key messages from the transaction.

What we are acquiring is a 17,000 sq m, 170,000 sq ft shopping center in Hoofddorp, including the parking, around 420 parking spaces, also strategically important to us. In Hoofddorp there is one larger shopping mall. We already own 50%, roughly, of that physical space, which we call Vier Meren. It has a different name. Through this acquisition, we are now the 100% owner of the mall, which is for us, of course, very important. We're also now the dominant retail owner in the municipality of Hoofddorp. Hoofddorp itself, for those of you who are not Dutch, is a suburb of Amsterdam, one of the fastest growing suburbs, both demographically as well as economically. We're paying EUR 74 million to the vendor, DELA Vastgoed, a Dutch insurance company.

It's EUR 82 million including all the, the transaction-related cost, and it represents a Net Initial Yield of 7.6%. If you calculate the Net Initial Yield, based on the EUR 82 million, it would be 6.8%. We financed the transaction partially, around 70%, with the issuance of, new shares. Those shares have been issued to DELA, and we also sent out a press release this morning that, yesterday afternoon, after the close of the stock market, Van Lanschot Kempen successfully placed those shares to institutional investors, in the market. So DELA is no longer the owner of these shares. It's, it's a bunch of, well-regarded institutional investors.

As we financed the majority of the deal with equity, there's also a positive impact to the loan-to-value ratio, and Dennis will also tell you more later about all the financing actions that we've undertaken this year. It's quite an impressive list. Last but not least, we reiterate the guidance for the direct result per share for this year, EUR 1.70-EUR 1.75. That's also what we communicated with Q3, and again, we confirm that today. Regarding the transaction itself, I think most of the information on this sheet we've already mentioned. We are actually today the owner of the shopping center. We have the keys, and it also means that the new shares that we have issued are also counting as of today. Some of you had questions this morning through email about that.

The deal structure we've mentioned. Also good to mention that there's no staff impact for Wereldhave. As you know, we completed a larger reorganization earlier in the year. The intention is now to grow the platform, but with the existing cost and staff base. If we then zoom in on the asset itself, on the left-hand side you have some interesting characteristics, such as the annual footfall, 7 million. Also the Daily Life percentage, it's 53% of Daily Life retailers, important for our strategy. But I think the middle bar is the most important one. On this slide, what you can see is that the top tenants in this center are all very familiar names to the Wereldhave portfolio.

HEMA, for example, a large Dutch homeware and household goods company, is a very important tenant already with nine stores in the Wereldhave portfolio, and this will then be number 10. On the right-hand side, you can see the lease expiry schedule. We think there is reversionary potential in this asset, but it will take some time to extract that. As you can see, in 2024 and 2025, there's not many lease expiries, but as of 2026, we think we can start to capture the reversionary potential. Also later in the presentation, we will show you that the transaction is initially slightly FFO dilutive, but of course, once we can capture the reversion, we think it will start to become accretive.

If we then zoom in on the Life Central strategy, what you can see on this slide are the criteria that we published back in February 2020, to give the market some guidance, for the growth of the Wereldhave platform. Of course, in the first four years, we focused mainly on, fixing the balance sheet, but also, actually disposing some assets and transforming the other assets into Full Service Centers. Now, we've entered the growth phase, and what you can see on this slide is that based on the size, the area, the control, of course, very important, now we own 100%, and all the other criteria, this acquisition fits well within our communicated strategy. If we then look strategically, what can we do with the asset?

What you can see in the picture on the right-hand side is that the light blue area, that's the part of the mall we already owned. We completed that transformation earlier this year. And on the right-hand side, the top right-hand side, you can see the dark blue part. That is the part that we are buying. And if you look at the entire area, the majority of that area is one covered asset. So what can we do with the acquisition? There's a couple of things that you can see on the left-hand side. We can optimize the tenant mix. For example, our Every.Deli concept, this is a fresh food retailer concept that we typically position opposite the grocery store, the Albert Heijn, in this case. This is now fragmented across the entire center.

We can cluster them, and we've seen in other locations where we transformed our assets to a Full Service Center, that these relocations have a positive impact on the NRI. In this specific case, we can also add some additional square meters to the center, which will also bring some additional net rental income to the asset. If we zoom in on the F&B, as you know, on our own end, the Vier Meren, we already have a significant F&B offer. But also in the purchased Polderplein, on the top right-hand side, there is an F&B square. We think both from a quantitative and qualitative perspective, we can improve, particularly with the relationships that we have with companies such as Albron or The Restaurant Company. The larger operators, we think we can extract some potential.

Last but not least, there's also a cinema in the direct vicinity. We can create a link with that cinema. We already had some discussions, and we think the combination of the cinema plus the leisure, the Gamebox, the concept that we signed for the Vier Meren part, including all the F&B, all fits very well into the full service concept. Even though we're not the owner of that cinema, we think it can play an important role in the entire concept that we are now establishing in this area. With that, I'd like to hand over to to Dennis.

Dennis de Vreede
CFO, Wereldhave

Thank you, Matthijs, and welcome again, everyone. As said before, we will be financing this deal with a majority of equity, 70% equating to almost EUR 52 million. Which, in itself, but also including the expected synergies with our existing asset, will lead to a 30 points approximately decrease of our loan-to-value ratio. The transaction will also have a marginally effect on our net debt to EBITDA. You could see on the right-hand side, but that will still be landing at a comfortable 7.4x . The Polderplein transaction is, to us, a next step in a very much landmark financial year for this year. As you can see on this slide, the last time we had access to equity was back in 2015.

The last time we did a USPP deal was back in 2017. When we kicked off our transformation strategy, early 2020, we said we will start with phase one. Phase one was really about strengthening the balance sheet, disposing of non-core assets, and transforming the assets which remained. Today, for the first time, we have now acquired a very interesting strategic asset, which we can also transform, as we have been successfully doing over the past few years. The financial impact, as said before, a little bit more color on this slide.

If you look at the direct results per share, the deal in itself will be slightly dilutive, but with the synergies and the, let's say, the high growth area that Hoofddorp in itself is, we expect that to be accretive over the next few years, certainly. Also, if I just look a little bit forward in 2024, I would expect, yes, this will have a dilutive impact, but we still expect a small growth, and we will tell you a little bit more about that, of course, when we do our year-end results in February next year. On the cost side, Matthijs already told you that we will keep the cost base the same, so no cost increases. We will absorb the work in the existing teams.

The unlevered IRR is set at 8.3% as an expectation, which is well above our internal threshold, but also, of course, well above our weighted average cost of capital. The net initial yield, Matthijs said already, 7.6%, is the highest in the, let's say, the growth area of our portfolio and also higher than the rest of, let's say, the average of our portfolio. Obviously, this deal will have a slightly dilutive effect on our EPRA NTA. The shares itself, I said already EUR 51.8 million, which is equating into 3.6 million, approximately, new shares that we issued to the seller, to DELA.

As Matthijs said, and we also communicated this morning with a separate press release, they have been successfully placed to a number of reputable institutional investors, which we welcome to our book. I think a modest discount, if you look at the closing price of yesterday, EUR 15.38, and a EUR 14.37 issue price, it's about 6.5% discount. And then I hand it back over to Matthijs actually, for the summary.

Matthijs Storm
CEO, Wereldhave

Yeah. Thank you, Dennis. I'm not gonna repeat everything on this slide because we already started with that. I can see that in the meantime, we have some questions, so I suggest we go to those. If you have additional questions, please type them in. I will see them appearing here on the screen, and very happy to treat them. Let's start with the first question from Steven Boumans, ABN AMRO. "Could you please quantify the expected synergies and the current rental income versus ERV?" If I start with the latter part of that question, Steven, the current rental income is around the ERV. And the first part of your question, quantifying the synergies, we think ultimately, there's about 10% reversionary potential for this asset.

It will take some time to extract, as I already elaborated on, with the lease expiry schedule. The bunch of leases is expiring in 2026, so don't expect too much in 2024 and 2025. I think also the F&B Square, the Every.Deli, the strategic examples that I've given, yeah, it will take onr year-two years to materialize those, but eventually, that's around the magnitude that you can think about. Then, second question from Steven, and I think that's for you to answer, Dennis: "Do you expect any further CapEx, including the cost for reshuffling the tenants, will be needed for this part of the center? And please elaborate on the timing and the benefits to NRI.

Dennis de Vreede
CFO, Wereldhave

Yep. Okay. Thanks, Steven, for that question. We expect a very small CapEx investment. This, you may know, this is the newer part, of course, of the entire shopping center, Vier Meren, Polderplein. So it-- if you look from that perspective, we will be reshuffling indeed a few tenants to optimize the tenant mix. I think there were some maintenance CapEx that we need to spend on the sprinkler system. But all in all, I expect that to be around EUR 2 million CapEx or so, 2, 2.5 million CapEx over the next number of years. So not a material CapEx investment.

Matthijs Storm
CEO, Wereldhave

All right. Next one is from Christian Auzano, if I pronounced that correctly. I think also for you, Dennis. "Since you bought the half you didn't own, can you give the most recent book value, ex duties of what you already owned on this site, probably June 2023?

Dennis de Vreede
CFO, Wereldhave

Yeah. Yeah, so we own the Vier Meren. As said before, the Vier Meren was in our books for EUR 82.5 million, excluding the parking, at the end of June this year. And we expect synergies from the fact that we will be combining the two assets, of course, together. And that will be presented at the end of the year, but we expect that there will be sufficient synergies to make sure that we absorb the transactional cost.

Matthijs Storm
CEO, Wereldhave

All right. And then we have next question from Francesca Ferragina from ING. "Can you talk more about the synergies expected? Can you help us to quantify?" I think we already mentioned that in the question of Steven. "Can you be more explicit about the DRPS, the direct result per share, impact on the 2023 results?" Yeah, the impact on 2023 is, as communicated, very limited, because we only have a few weeks left in December. It's a bit of rental income, a bit of interest on the, on the financing, and of course, the weighted average number of shares will slightly be impacted, but that is very limited. What we can say is that the transaction is, marginally dilutive for 2024 and the years afterwards, but again, once we enter the year 2026, then we think, it will turn into accretiveness.

What is also important for us here, Francesca, is that this is the highest growth and the best location in the portfolio, so we're also buying a quality income stream here. Of course, it's always easy to do acquisitions of lower quality real estate in less good locations and be very accretive. But we think, you know, for the first deal that we do, the strategic benefits, and also with the strategy that we have, which is not only based on the direct result per share, but on longer term total value creation, which is reflected in our IRRs, Dennis already gave the numbers.

Yeah, we think there's upside there, and I think if you look at the yield, 6.8% net, including all the cost, if you look at these kind of assets, in the high days, they were valued of sub-5% net yields. We're buying now at 6.8. I'm not saying we will go back to sub-5, but in our underwriting, we didn't assume any yield compression. If interest rates indeed come down next year, which is already happening, I think there could be, something to be expected. So, I think that value creation also counts. Now, we have a question, another question from Christian Ozano. "Do you think that this acquisition, paid for partly in shares, is an isolated one, or do you have any other opportunities of this type in the near future?

Dennis de Vreede
CFO, Wereldhave

Thanks, Christian. Good question. Let me start by going back what I said before, that we are entering phase two of our Life Central strategy. Phase two is about growth of our portfolio. So over the past few years, we have been listing out a number of targeted, I'd say, assets, both in the Netherlands and in Belgium. So we do have a short list of assets that we find interesting. We also have said we will not be sacrificing the balance sheet again, the LTV ratio, again, for the sake of buying additional assets.

So, what you can expect from us is that we will be looking at that list, and we will be carefully selecting assets that we believe are incremental to our strategy, where we can transform those assets into the same full-service centers as we have been successfully doing. But don't expect any fireworks. We'll take it step by step.

Matthijs Storm
CEO, Wereldhave

Now, we have a question from Crispin Royle-Davies: "Why is the new 50% of the center reversionary potential classified as a synergy? Are there any cost synergies, and do you expect better leasing tension on the 50% of the assets that you already own?" Yeah, good question. It's also maybe our English, Crispin, but what we mean here by the 10% reversionary potential as a synergy is that some of that reversionary potential is driven by rotating tenants. So if I talk about the Every.Deli, the Fresh Street, we will take some tenants from the new part to the old part. If I talk about the F&B Square, we will mix because we can now cluster two different types of F&B.

So that is also helping, and without the acquisition of Polderplein, standalone, we couldn't extract those. So this is why we mentioned that as well. Cost synergies are certainly there. We have indeed not talked about this. If you look at gross to net rents, this is only 10% for the retail part of Polderplein that we are assuming, and I think in reality, it could even be a bit lower. And this is significantly below the rest of the Wereldhave portfolio, and I think also below some of our peers. So that's where you can see the cost synergy reflected in the property expenses.

This is also, of course, because our existing asset manager of the Vier Meren will also manage the part of Polderplein, and there are also benefits to extract if you think about security, cleaning, all the costs that we are outsourcing. There should be a more efficient spending of CapEx and maintenance. That's not even factored in yet. If we look from a G&A perspective, a little bit lower in the P&L, again, we won't hire any additional staff. So from that perspective, admin cost as a percentage of gross asset value, the ratio, should improve a bit... Then we have a question from Nico Inberg. I think for you, Dennis. "The yield compression of Vier Meren, the existing ownership was enormous.

What can you say about yield compression of Polderplein or in total of the entire shopping center?

Dennis de Vreede
CFO, Wereldhave

Yeah. Well, that's a good question. We have seen indeed, as you have noticed, rightfully, a significant yield compression on the Vier Meren. We have seen that, repeatedly actually, over time as we have been transforming our assets from traditional shopping centers into these full-service centers. I think, at this point, we have... We will be combining the two assets. Matthijs just explained where we do see the rationale for, further cost improvements, further efficiencies. But I also do see, in the conversations that we have had with our evaluators, that they see in the combined part, or for the combined combination, we do see, in the future, a little bit of yield compression. So that's, that's all I can say.

I won't say any individual yields, but, but certainly, this is what we expect.

Matthijs Storm
CEO, Wereldhave

Okay, then, and we have a question from Julian Steinmann: "How do the acquisition price and Net Initial Yields compare to the most recent book value of the asset?

Dennis de Vreede
CFO, Wereldhave

Yeah, so if you look at the, and then we're talking about Polderplein, of course, we acquire for EUR 74 million. We have a cost, of course, of around EUR 8 million, yeah, which is mostly the 10.4% transfer taxes. So combined, we're talking about EUR 82 million. I don't think that we will be seeing at year-end valuations that the value will be assessed at the EUR 82 million. But we do believe, with some of the draft numbers that we have seen, is that we will compensate the loss basically on that with a slight yield compression on the Vier Meren.

So that in the end, we would, we are expecting that the combination will absorb basically the EUR 8 million of transfer taxes and acquisition costs. It's maybe a little bit more than that.

Matthijs Storm
CEO, Wereldhave

Then we have another question. I can answer that from Francesca Ferragina: "Transaction costs look high at a first view. How did you source the deal, and what are the transaction costs referred to?" Yeah, I think this is also a good question for the Dutch politicians, because if you look at the costs, Francesca, 10.4% of the costs are related to the Dutch transfer tax on commercial property. This has been raised over the past couple of years from 6% to 10.4%. There are actually also now politicians who are saying, we just had elections, that the transfer cost should come down. Let's hope they will. Let's see. But for the moment, we have to pay 10.4%. There's no way to escape that.

And that is the majority of the cost. On top of that, there's a little bit of broker fees, and of course, we have some legal costs, some notary costs, all the usual. But, yeah, if you start with the EUR 10.4, Francesca, you can see that comprises the majority of the total cost. We sourced the deal actually already years and years ago, because the first time we had a conversation with DELA Vastgoed about this asset was already five years ago. In the past, we talked about different prices. Actually, we also talked last year about a different price, and this time we thought it was the good timing to purchase it. Of course, we did use a broker. We were assisted by CBRE, who did a very good job, I think.

Also, if you see... If you look at the due diligence and the CapEx, they did their job very well. So that's it. That's it, I think. I don't see any additional questions coming in. I'd like to thank you a lot. It was a short webcast, but we thought it would be good to, for the first acquisition for the company since... the first larger acquisition since 2015, so that's already eight years ago. First time we raised equity since 2015. We did the USPP, EUR 100 million, Dennis, together with our treasury officer, Jeroen Piket. EUR 100 million for the first time since 2017, so we thought it would be good to give you an update. Thank you for attending.

If you have additional questions, you can send them to Jeroen Piket. His details are on the website, and I think also on the last page of this... there it is, on the last page of this presentation. Thanks a lot, and I'd like to say enjoy your Christmas time and the time off towards the end of the year.

Dennis de Vreede
CFO, Wereldhave

Thank you.

Matthijs Storm
CEO, Wereldhave

Thank you.

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