MERLIN Properties SOCIMI, S.A. (BME:MRL)
Spain flag Spain · Delayed Price · Currency is EUR
14.80
-0.18 (-1.20%)
Apr 28, 2026, 5:35 PM CET
← View all transcripts

Earnings Call: Q3 2021

Nov 12, 2021

Inés Arellano
Director of Investor Relations, MERLIN Properties

We remind you that we will not be using additional materials in today's call, other than the executive summary that we published last night. Our CEO, Ismael Clemente, will walk you through the main highlights, and then we will open the line for Q&A. Miguel Ollero, our COO, is also here with us for any questions that you may have. With no further delay, I pass the floor to Ismael. Thank you.

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

Thank you, Inés. Good afternoon, everyone. Operationally, the quarter has been a relatively short one, given August, but the outcome has been very positive overall, and we also have good visibility on the Q4 and year 2022. The top line of the company is clearly improving, following COVID. Of course, we have a dragging effect of the first half that will only flatten a little bit towards the year-end. In this quarter, we are printing a negative like-for-like rental growth of -1.2%, recovering 1 point from the situation in June. Our revenue figures are not yet capturing the inflation that we see, which in Spain is significant, also elsewhere in Europe.

We might be entering a period in which, for the first time in many years, we could have positive print in both indexation, occupancy growth and rental spreads in the coming months. We have continued providing some rent reliefs linked to COVID that total now EUR 23.7 million with EUR 4 million recorded in the quarter. Again, as always, not straight line, but simply recorded as a one-off expense. This is mainly given the fact that Barcelona is taking longer than expected to recover owing to the absence of tourism. Lisbon has been very slow in lifting the lockdown. I mean, we have had restrictive measures in shopping centers till well advanced October.

We also have some lines of businesses, like for example, cinemas, which continue heavily affected by the tail end of the pandemic fears. Of course, we have continued protecting those clients. The absolute figures, as you can see, are significantly diminishing as compared to what we experienced last year. Collection rates are fantastic. When we say non-eventful levels, that means 2.3% in shopping centers, which comes significantly down from past figures, given that the level of zombification now is minimal. We have been very, very successful in replacing zombies by new healthy tenants, and we have done it in a more than one-to-one ratio because occupancy is growing. In offices and logistics, when we say non-eventful, it means close to zero.

In terms of FFO per share, the production in the month has been slightly above EUR 0.15, which together with the EUR 0.13 we produced in the Q1 and the EUR 0.14 we produced in the Q2, total EUR 0.43, as of September this year. Which is a 2.3% increase compared to the first nine months of 2020. When comparing apples to apples, you should also take into account that the figures in 2020 didn't include the staff compensation in full. We are starting to remunerate back, at least at the short-term incentive level, the middle management of the company. We cannot keep the same extraordinary measure we applied last year where everybody was simply receiving fixed salary.

I mean, this year people is doing an extraordinary job and, you know, and at least at the middle management level, they deserve some recognition by the company. In the absence of that, or comparing apples to apples, it would have been EUR 0.45 comparing to nine months 2020. We are well on track to surpass the guidance for 2021, which we maintain at EUR 0.56 per share. I know there's been some debate regarding this. It would be simply very easy for us to update this guidance. The only reason why we don't do it is because while by signing contracts, we have a very good visibility and can easily forecast occupancy levels in the three business areas in which the company operates.

In terms of cash flow, we don't know whether, you know, a new strain of the bug coming from the Far East or that gives us a very bad Christmas campaign or the bankruptcy of a tenant, you know, may eventually, you know, damage us on the cash flow generation capacity. In the absence of any extraordinary effects, it is clear to any, you know, observer that, you know, the final print of cash flow for the year should be more in the region of EUR 0.58. You know, if that serves as a new guidance, happy to provide it. No problem.

We haven't conducted any revaluation in the period. The NTA per share stands at EUR 15.69, which is 1.5% year-to-date above previous figure. In terms of business performance, in offices, it's been a relatively busy period with more than 200,000 sq m contracted. We have negative like-for-like of -2.1%, mainly as commented, given the dragging effect of a bad first half. The release spread continues to be quite healthy at 4.8%. This is mainly a consequence of the delta between our passing rents and market, as you all know, because we are just getting out of the woods in terms of weakness of the demand.

I mean, as commented on a number of occasions, during the COVID period, the problem, at least in the Spanish market, has not been a problem of oversupply. It has not been a problem of over-indebtedness and distress of the office players. It's been mainly blunted demand, which by the way, seems to be correcting as we speak, because we have had a very busy Q3. We are having a very busy Q4 and the market agents are telling us that 2022 is going to be a year of very high activity in the office market. I mean, using Madrid as a proxy, if the average take up in the city, gross take up, because, you know, for net take up, we need to recover the pre-COVID employment figures.

For gross take up, if in a normal year we do 450,000 sq m, next year people is forecasting between 600,000 sq m and 700,000 sq m. It's going to be a year of very significant activity, and we hope to be, you know, profiting from that activity in order to continue filling up our portfolio. The final occupancy of the quarter has been 89.4%, 30 basis points above previous. The visibility towards year-end points to around 90% occupancy.

In order to go back to 91, that we posted in 2020, we need to wait to see what happens in 2021, in 2022, sorry, but it is clearly our goal to go back in 2022 to the 2020 figures, at least. In logistics, we have contracted again more than 200,000 sq m with a like-for-like of only 0.6%, but this is owing to the occupancy drop we had in the first half when we cleaned up a number of temporary contracts we had, and one bankruptcy that has happened in the portfolio. Otherwise, the release spread has been 3.2%. Occupancy stands at 96.5%, trending to around 97% towards the end.

That is technically full occupancy because there is always tenants that are moving in and out of the portfolio. In shopping centers, I am very pleased to see what has happened in the quarter, which, you know, provides also some insight and gives value to the decisions that we took during the pandemic. Yes, the like-for-like has been -0.6%, but the release spread has been 5.9%. People is accepting the step-ups without significant problem. The tone, the general tone with the retailers is positive. I mean, the occupancy cost ratio, the OCR, is very healthy at 12.4%, I mean, which is, you know, quite comfortable compared to what we have seen other people reporting across Europe.

People is happy, and as commented previously, is paying. We are not having problems of collection in shopping centers, and there is peace with all retailers also on the legal front, because as you know, we have very little litigation arising out of the COVID period. The replacement of zombies that we have commented so many times with many of you very worried about what is the level of zombification and us providing you with figures with an analysis of the red flags, the yellow flags, the green flags, and all that. Thank God, is becoming a thing of the past. Of course, like in normal retail activity, we continue having concepts that do not fly. As they do not fly, they need to close.

You know, we are replacing those concepts with relative ease, and the shopping centers remain very well occupied and functioning, you know, I would say very close to normal run rate. Yes, when you compare September to September, you are - 15% and - 9% in sales, but you need to take into account that in September, we still have restrictions in Catalonia and particularly in Lisbon. When we look at these figures in the new quarter, in the fourth, they are going to be more in the mid-single digit area. Very, very interesting to see the, you know, it's the encouraging recovery of the physical commerce despite all what we have been talking for, you know, longer time in this type in these calls, every quarter.

Occupancy has recovered to 93.8%. It will trend to around 94% at the end of the year. It is very, very difficult to go significantly up from this figure because as you know, we have one shopping center in the portfolio, which has a relatively low occupancy and drags the whole average down. I mean, in the absence of that shopping center, we should be above 96.5, 97. Very close to full occupancy. We have a number of shopping centers already in the portfolio, which have waiting lists in terms of tenants. Very importantly, in offices, there has been a silent effort to renew a number of big names, a number of big clients.

This effort has taken a toll in terms of release spread, because we have in some cases you know given up a little bit in rent. What is clear is that the office WALE of the company has now been extended from 3.4 you know years in the first six months of 2021 to around 3.7 at present in nine months. Although this might look like minimal when translated into office rent backlog, that is a lot of money. We have moved from around EUR 700 million backlog as of six months to more than EUR 900 million as of nine months.

The effort that the office team and the office leasing team have been doing during the year in very difficult circumstances needs to be praised. In terms of how the quarter has evolved, we proposed to the board of directors to start normalizing back a little bit the dividend policy of the company. The board has decided that EUR 0.15 will be distributed against financial year 2021 with immediate effect. I mean, that is a payment to be expected around beginning of December. The rest of the dividend will be paid after the shareholders' meeting next year, I mean, when the final amount of dividend is approved.

We are guiding to around EUR 0.40 of dividend in total, which for us, we are shareholders of the company, is a good outcome because we have guided to two years of flat EUR 0.30. This year, we do not see any longer significant pressure on valuations. We are not too much afraid in terms of LTV. As a consequence, given that we are generating back a lot of cash flow, it is fair that we share that cash flow with our shareholders. Also, you know that we operate under the Spanish SOCIMI regime, the REIT regime.

For those of you who are complaining that you don't want to receive dividend, you want us to reinvest everything in highly accretive activities of the company, which is something we would love, but you need to know that it is also good and healthy that a REIT distributes dividend. We are going back to a dividend distribution. I know one of the questions that you will make is on non-core divestments. As you know, we were relatively early in the year, we disposed of around 50% of our objectives for the year. We guided to between EUR 150 million and EUR 200 million of non-core disposals.

We have already effected around EUR 109 million, but there is more to come between now and year-end, and we expect to be in the upper end of the range or probably above the range in terms of total amount of disposals, moment in which we will move into more important disposals next year. That is basically on my side. We are open to Q&A. I'm happy to entertain your questions. Thank you.

Inés Arellano
Director of Investor Relations, MERLIN Properties

Thank you. Operator, can you please open the line for Q&A?

Operator

Yes. Thank you. Ladies and gentlemen, if you wish to register for questions, you can press star one on your telephone keypad. Once again, that's star one on your telephone keypad to register for questions and the hash or pound key to cancel. Once again, that's star one to register for questions and the hash and pound key to cancel. Our first question comes from the line of Fernando Abril from Alantra. Please go ahead with your question.

Fernando Abril
Equity Research Analyst, Alantra Equities

Hello. Thank you very much for the presentation. I have three questions, if I may. First is on occupancy in offices. I don't know. You've improved your outlook for the year. I would like to know the drivers behind this. I don't know if existing clients are wanting to increase their lease space or new clients or any specific market that is outperforming.

I don't know, the drivers would be very helpful. Also linked to this, just to clarify, you are forecasting occupancy to grow in 2022 from 90% levels? That is the first question. The second question is on retail. I don't know if you have any update on how rent renegotiations are going. You provided some detail in the previous quarter. I don't know if there is anything new. The last question is with regards inflation. I don't know if you can comment a bit on this topic, both on the top line and cost side. Now, I don't know if you have rental caps or not.

I don't know if utilities, you normally tend to recharge those costs to clients or not. I don't know if you have any forecast of at an OAI level for the next year considering current inflation. Thank you.

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

Okay, Fernando. Well, regarding office occupancy, the main drivers that we see is basically increases of space by existing clients and a number of, you know, new fill-ups that we have done during the quarter. Notably, it will be more visible next year, we see some increased activity in the so much in demand A1 corridor. Why is that? Is this a mystery? No. I believe there is people who is already acting in advance of the major infrastructure works which are being carried out as we speak by the municipality of Madrid. The A1 corridor is clearly improving. I mean, just in this year, we have been able to sign close to 14,000 sq m in the A1 corridor.

You know, it's quite encouraging because this is an area which has caused us many headaches in the past. We have always bet on that area because we thought the future of Madrid was revolving around that area when the Operación Chamartín was carried out. The future of the Operación Chamartín is closer and closer on the horizon. The municipality has started to re-infrastructure the area, and this is provoking much more tenant interest in the area because you know it is evident to any external observer that this is the area in which there is more office concentration around Madrid. Office concentration is an attractive point in itself because it provides the possibility of meeting other people that works in other offices.

You know, it's being completely dispersed in the city is not necessarily what tenants like. In terms of retail, well, the rents that we are renewing forward to 2022 to 2025, we commented, and the situation remains the same, that the gross to net had worsened. I mean, we used to have a gross to net of 4%. You know, that has been a relatively stable historical average. As of today, the contracts that we are signing forward 2022 are starting with already with some incentives that have taken those contracts to a gross to net leakage of around 14%.

This is why we were commenting on a number of occasions that we see a real rent reduction in the region of 10% as we speak, but in the form not of lower nominal rent, in the form of bonuses, which, as you know, if you are familiar with shopping centers, those can be withdrawn over time. We like what we see, because remember in many occasions when we have been discussing about what would be the effect of e-commerce on the physical retail, we have in many occasions talked about a future or new normal in the future of around - 20%.

It looks that this new normal is more in the region of -10% and in the form of bonifications of rent, which, you know, may point towards a lower number as the tenant sales stabilize, and they are stabilizing. I mean, we are seeing a number of our shopping centers, four in this quarter, but more to come in the next quarter, which are already selling more than in 2019, which is extremely positive. It looks like the lion's share of the effect of the bigger e-commerce penetration is being taken by high street retail. Shopping centers, particularly good urban shopping centers or good dominant shopping centers, are defending themselves reasonably better than we all expected from the threat of online commerce.

Regarding inflation, top line versus cost, look, in a company like this, I don't want to be too positive, because of course inflation is not a nice thing in itself. In a company like this, inflation has a big effect, because on the top line, one thing I can tell you is that 100% of the rents of the company are indexed to inflation. Many people these days is now starting to ask what is the elasticity of the tenant to accept inflation hike. These are the same people that thought we would only collect 50% of our rent, and the same people who probably thought work from home would be 50% and the retailer Armageddon will hit hard.

I mean, the reality is that it is much more dangerous to get inflation in your top line when you are operating in a city where rents are already significantly inflated. In Madrid, as compared to base 100, 2007, we are currently at 75, 80, taking prime as a proxy of the average of the market. Being at 75, 80, most of the effect of inflation will be a catch-up effect compared to the previous peak. In the cities where rents are already 130% of the previous peak, I would worry more about inflation because that will create a very significant effect in the rental levels. We think it's going to be.

At least we are going to enjoy, for the first time in many years, a positive effect from indexation in the coming months. We have been always obtaining real growth in rents with positive release spread, but almost for the last two, three years, we have always posted negative inflation prints. For the first time we are going to start, let's say, enjoying, if I can use the word, inflation. Well, in the case of the BBVA contract, which is also the subject of many questions by analysts, you have seen the inflation print of the advanced indicator provided by Eurostat of the HICP of October, which is 4.1%.

I mean, unless this figure is changed when they release the final data on the 17 November, that will mean an adjustment in rent to BBVA in the region of 6.15%. Which is moving from EUR 79 million to around EUR 84 million, which is EUR 5 million of extra cash flow for the company next year. In terms of how this is affecting our costs, yes, there has been a big problem with utilities, but as you know, utilities are 100% rechargeable to tenants. In reality, the net effect you suffer is only the effect of your vacancy.

Of course, the utilities applied to your vacant space, you have to swallow that effect, but this is minimal as compared to the fact that, you know, for the rest of your space, and remember, the portfolio overall, because you always tend to focus only in offices, but the portfolio overall is occupied at 94%, so we tend to recharge the extra energy cost to clients. There is also inflation in CapEx, but and this is just by chance, I mean, it's not that we saw that inflation coming, but we are lucky because most of the CapEx we had to do is already behind us. I mean, we have finished with the very expensive flagship program. We have finished CapEx in all of our shopping centers. We have finished with most of our office building refurbishment.

There is only one which is being done at present. Yes, in logistics, we were a little bit scared because we saw price hiking in steel. Since the peak, they have significantly receded and now, you know, the cost of construction in logistics is back to more normal levels. You know, it's not very highly intensive in man-hours. You know, if there is salary inflation, there will not be so much translation into the logistics construction cost. We are, in principle, okay in terms of inflation. The top line of the company will clearly grow. We will create a very significant cushion as compared to our debt service, because our debt service, as you know, is flat. I mean, we have it hedged for the next six years.

You know, we will create a very significant build-up in the top line that will help us overcome whatever happens with rates six years down the road. You know, not so bad. Of course, you need to take into account that at the end, rents tend to be linked to productivity. When there is a high inflation period, normally there are some rental adjustments following that inflationary period. Well, we have managed those situations in the past. I mean, we know that all in all, net, you normally end up being winner in those situations. There is abundant, well, particularly very good, research in this regard.

I was recently reading Morgan Stanley, Bart Gysens, providing some clarity on the behavior of companies in the last 50 years with very interesting data collection of the last 50 years. You know, yes, you have a problem at the beginning, but normally people gets accustomed to the new situation.

Fernando Abril
Equity Research Analyst, Alantra Equities

Okay. Thank you very much, Ismael.

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

It's a pleasure.

Operator

We have a new question, and it comes from the line of Bart Gysens from Morgan Stanley. Please go ahead.

Bart Gysens
Managing Director, Morgan Stanley

Hi, Ismael. It's Bart from Morgan Stanley. Thank you for the presentation. I just wanted to follow up on your comments on the bank branches. You highlighted how you'll be able to increase the rent probably by more than 6% in January. This must be the most opportune time that we've seen for a long time to sell these assets. If they are indeed not very core to your portfolio, and you haven't really spoken much about it in the release, they are not very core to you, as you've highlighted in the past. You've mentioned before that you've had received some interest from potential buyers. What is MERLIN's strategy around those assets for the next six to 12 months? Thank you.

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

Okay, Bart. We have been receiving now sufficient and very credible interest on the portfolio. Yes, we are going to get serious. I mean, we are finishing a number of disposals between now and year-end. There is some work to do in order to make sure we achieve the total disposals goal of 2021. Following that, we are going to move into full focus regarding this portfolio. As you know, that portfolio, vocationally, because it's bank branches, is not 100% core to us. We have received significant interest and very serious on this portfolio, and we now have enough data points to know more or less where the pricing could be.

We have been working also on a number of things that might, you know, be too much of a detail, but in reality, one thing we discovered is that the people who is very good at discounting cash flows, very, I would say, competitive at discounting cash flows, normally has no clue of what to do with the real estate at the end, and vice versa. The people who does want the real estate because they think the real estate is great normally is not very competitive in terms of discounting cash flows. Now, we have, besides, let's say, the normal way of execution, which is fire and forget, which is sell the whole thing and go fishing. We have also created a structure which allows a certain decoupling of both situations.

The entity that buys cash flows from the entity that wants the real estate so they can team up in one single buyer and buy from us with each party taking what they need. With that now fully developed and tested with tax authorities, tested with the auditor and tested with the market, we are going to move into execution mode. I won't nail down myself by providing any date of execution and/or figures because we have painfully learned in the past that this creates a lot of tension. In all calls, people is discussing whether we should be getting this or this + 3% or this - 5%. You know, we don't want to entertain such discussions.

It is a very important sale for the company on the positive and on the negative side, because we are saying, we will be saying goodbye to a very significant source of stable income. On the other side, it is a fantastic opportunity to deleverage the company to levels absolutely unseen by us in the past and more in line with our U.K. peers, which I believe makes sense in the current environment because it will also provide the company with the freedom and the flexibility to execute on any project it might need to execute in the future. Most notably, we will have enough muscle to develop all of our data center program, which is a lot of money, but very hefty returns.

It will provide us with the possibility to continue developing our greenfield logistics program till the end, till we run out of land bank suitable for logistics. You know, we are now seriously considering this. We should be expected to move into execution at some point. I will not provide any dates or target figures because it will be simply suicidal on my side. You know, I know that this is very important for you. I know your stance regarding this, and I know your critics about the glacial pace at which we take decisions. Be assured that the only reason why we take decisions at glacial pace is because we want to ensure the best execution possible.

We cannot run this company, you know, now left, then right, then center, then forward. I mean, we need to make sure that we obtain the best possible execution from this asset, which is a very, very important asset for the company.

Bart Gysens
Managing Director, Morgan Stanley

That's very clear. Thank you very much.

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

You're welcome, Mark.

Operator

Next question comes on the line of Clark McPherson from Clearance Capital. Please go ahead with your question.

Clark McPherson
Senior Portfolio Manager, Clearance Capital

Hi there, good afternoon. I also had a question on BBVA, so, it's already been answered very clearly. Perhaps just leading on from that, you mentioned leverage or potential to deleverage the business. I'm just wondering if what your aspirational leverage level would look like, and if that would also, in your mind, feed into the credit ratings. The last point, last question I have is, in early 2022, you have a maturity on the bond structure, EUR 600 million in April. Just wondering, putting aside the potential disposals, what your plans for that would be. Would you look to refinance that or just repay it out of existing liquidity?

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

Okay. Fantastic. Look, regarding the LTV goal, our true LTV goal, the one that we were ambitioning to get was something below 36%, more or less. This is what we were trending to when we were caught by the COVID-19 pandemic. We were going little by little. Of course, this transaction would allow us to get there in one split second. Certainly, we would like to be leveraged between, at this point in the cycle, between 35%-36% max. Certainly with the transaction we will go below, but that would give us also some extra muscle to do some other things, which in turn will generate new value that will also help reduce our leverage. In terms of what would be the effect on rating, frankly speaking, I have no idea.

I mean, we live in Spain, and rating agencies tend to be a little racist in that respect. You know, with similar KPIs to us, we have many peers in Europe which score BB B+ . I hope that with the injection of capital that sale will provide, we should go at least to BBB+ , but you never know, because in reality, you know, blaming the Spanish macro, blaming the sovereign cap or blaming, I don't know. Sometimes you get where you want, sometimes you don't get there. In any case, whether rating or not rating, at least I believe the market will appreciate the fact that our debt-to-equity level goes down very significantly, LTV goes down, interest cover will significantly improve.

You know, at the end, this is always important for the market. Regarding the debt maturity in May 2022, it will be paid in cash. I mean, we have the cash ready at the bank account and are also piling up cash for the upcoming one in 2023. We told the market that we will be paying those maturities. In the case of 2022, we will pay it as soon as we can because cash today is costing us money.

The 2023, eventually, particularly if we improve our rating, we would certainly look to refinancing it because, you know, the last refinancing that we have done, even in the middle of the pandemic, has represented an advantage of more than 100 basis points in financial cost, which is already noticeable in this quarter. I mean, many people is asking us why the financial burden has gone so low, and one of the reasons is because our cost of debt now is lower than it was in the past.

Clark McPherson
Senior Portfolio Manager, Clearance Capital

Okay, great. Thank you very much.

Operator

Our next question comes to the line of Ignacio Carvajal from Cartesio. Please go ahead with your question.

Ignacio Carvajal
Partner and Portfolio Manager, Cartesio

Good afternoon to you. My questions have now been answered, so thank you very much.

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

Okay, Ignacio. Thank you.

Operator

Our next question comes from the line of Álvaro Soriano from Exane BNP Paribas.

Álvaro Soriano
VP and Equity Analyst, Exane BNP Paribas

Hello. Thank you for the presentation, Ismael. Thinking in 2022, what sort of CapEx quantum is budgeted for next year, also including investment? That would be my first question. Can we have some color on the bidding process of the logistics plots adjacent to Madrid Airport. Also I wonder if the BBVA portfolio disposal will wait until MERLIN is potentially awarded with that leasehold in the airport, or you plan to dispose BBVA even if you don't get those plots. Also linked with the BBVA disposal, what sort of buyers are interested on that asset in terms of your pension plans or what sort of money is looking for those assets?

Having in mind that BBVA also has a right to match the offer that any potential buyer will make on that portfolio. Thank you.

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

Okay. Well, regarding the 2022 CapEx, we are currently in the process of defining the exact amount that will be budgeted for next year. I can tell you that it will be matched exactly with the proceeds that we expect to receive from sales of non-core. In some cases, the negotiations are already underway. We will make sure that our sources and uses match as we have always done. In fact, this year, we are going to have slightly more sources than uses. We will carry on to the next year a certain extra amount that can be employed in further CapEx for the company.

Regarding the Aena plot, the process is highly competitive, and for us in reality, it has nothing to do with the BBVA decision. I mean, the BBVA. Maybe you are referring to DCN, to Madrid Nuevo Norte, in which it's somehow linked also to BBVA. In the case of Madrid Nuevo Norte, there are no news. I mean, on the operational side, we continue to work hand-in-hand with BBVA, to our satisfaction. I mean, the underlying business is going very well. In July, we obtained the signature of the infrastructure convention with the framework agreement with all the public authorities which are involved in the development.

After that, which was the second condition precedent according to the contract with the National Railway Authority, we moved into formally requesting the transmission of the land from the National Railway Authority. The term to obtain the transmission of the land will be by year-end. However, with a high probability, we believe the National Railway Authority will request a little extension till May next year. If that is the case, the transmission of the land would operate in May next year. As soon as we receive the land from the National Railway Authority, the process or the project will start. At our current participation level, which is 14.5%, CapEx in this project, as we have demonstrated in a number of occasions, is relatively meaningless to us.

shouldn't be a concern for investors because, you know, the transmission or the purchase of the land needs a CapEx usage on our side of EUR 40 million, more or less, a little less, with soft costs, et cetera. The capitalization of the vehicle company should be EUR 45 million-EUR 47 million, more or less, which is something that we have in our budget and we'll take into account, of course, when considering CapEx for next year. This is completely not linked to the decision on the branch portfolio disposal. Because, at the end, you know, both things are not necessarily related.

I mean, the only reason why we wanted to increase a little bit our percentage in the transaction is because we feel we are bringing some value added to the table, and we thought it would be good in view of that value added to have a certain more outsized return. I mean, so, you know, bringing a lot of value added and getting 15% return is one thing. Bringing value added to the table and getting 35% return is a completely different thing. That was all of our, let's say, ambition in that regard. Many people ask us about the arbitration process. Well, the arbitration process is pending the final appointment of an arbitrator.

When this happens, which will happen before year-end, the arbitrator will have five months to issue the decision. You know, by end of first half next year, this will be resolved. Whether in favor of BBVA or in favor of us, you know, is the law. We will abide by whichever decision is taken by the arbitrator. For the time being, at least, we obtained the injunction, so at least the modification of the bylaws couldn't be inscribed in the mercantile register. We are protected for the time being, but we will wait till the finalization of the arbitration to see what is the final outcome. The situation or the relationship with BBVA remains professional.

We continue working together in the subject matter, which is the one that really matters, in the development of DCN. We continue working with them to our satisfaction with them and with the company in which, you know, the investment is vehicled. This is what I can tell you. You asked me about potential buyers for the BBVA. Look, expanding on what I told Bart, we will not enter into this kind of discussion. You can imagine which kind of investors we are talking about, particularly when I said about separating the cash flows from the ownership. You know why we are doing this to obtain the best execution possible of the transaction.

Because we know the intrinsic value of the real estate. If need be, one of the potential outcomes that we have, in some cases considered, is simply keeping the ownership of the assets ourselves, because we have no problem with that. It will be a gift to whoever manages this company in the year 2040. The reason why we have separated is precisely to facilitate execution by a certain type of investors who are particularly competitive in terms of cash flow discount.

Álvaro Soriano
VP and Equity Analyst, Exane BNP Paribas

Okay, thanks, Ismael. Maybe I didn't ask the question in the right way. I'm regarding BBVA disposal, I was trying to understand how MERLIN will recycle the proceeds from that portfolio when it eventually comes. And the three options to me are an upload, increasing your stake on DCN or going full speed in that data centers. Between those three options, leaving aside the debt repayment, which one is your preferred one?

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

Data centers and greenfield logistics. I mean, basically our biggest yield on cost fields of activity. Temporarily, of course, that lump sum will be used to reduce debt. Over time, as we can start releveraging a little bit, the ultimate use of that money will be mainly the data center program, which for us is crucial for the future of the company. There will also be some extraordinary distribution to shareholders because as you know, there is the Spanish SOCIMI legislation. The Spanish SOCIMI legislation is clear in that respect. There will also be some, you know, extraordinary dividend to shareholders arising from that disposal.

Álvaro Soriano
VP and Equity Analyst, Exane BNP Paribas

Perfect. Now very, very clear. Thank you very much.

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

Thank you. Bye bye.

Operator

Once again, ladies and gentlemen, to register your question, kindly press star one on your telephone keypad. Once again, it's star one on your telephone keypad to register for questions. I think we have a follow-up question coming from the line of Fernando Abril from Alantra. Please go ahead.

Fernando Abril
Equity Research Analyst, Alantra Equities

Now, sorry, my question has already been answered. Thank you.

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

No problem, Fernando.

Operator

Thank you, Fernando. Our following question comes from the line of Beltrán Palazuelo from Santalucía. Please go ahead.

Beltrán Palazuelo
Equity Portfolio Manager, Santalucía ASSET MANAGEMENT

Hello, good afternoon, everybody. Congratulations for hard work and the nice numbers. Just regarding, I think you were answering Ismael regarding capital recycle. You said it was a question, Aena, Distrito Castellana Norte, data centers or greenfield logistics. Maybe seeing that your that, let's say, the values of all your assets are resisting quite well and in place or maybe will start going up sometime. It's no questions about buybacks. It's you're talking about greenfields and the logistics and data center, and that's very good. How about buying your share at 40% discount and really showing that your assets are not going down but maybe up? Then let's say it's a no-brainer. When is this company going to start talking about the share buybacks?

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

Beltrán, look, first, this is a decision of our board of directors. The problem is that in Spain, it is not irrelevant like it would be in an Anglo-Saxon country to do a special dividend for a buyback. In our case, the eventual sale of a large number of assets, like for example, the portfolio we were commenting, will generate the need to distribute to shareholders a certain amount of money. If we were to use that certain amount of money to do a buyback, it would be a monster buyback. Fantastic, but it cannot be done legally. We will need to distribute that amount of extra dividend to investors by way of law.

It is arguable whether it is better to distribute a lot of money to your shareholders, loyal shareholders, who are with you in the shareholding list of the company. It is better to do a share buyback to the shareholders who want to exit the company. That, yes, you accrete the figures of the one who remain, yes. It, legally, it's no, I mean, there is no point. It's we cannot do it. We have to distribute an extra dividend.

Beltrán Palazuelo
Equity Portfolio Manager, Santalucía ASSET MANAGEMENT

Yes, not only about the divestments. When your long-term value will go down, of course, you have to give back a certain amount of, let's say, the divestments, but you also could. I've seen a gross cash position of nearly EUR 800 million. Why not start a little buyback and show the market that the value of your assets are there? There's never talking about the share buyback.

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

Beltrán, look, our non-core disposals have already shown to the market that assets are fairly valued. Because even in the middle of the pandemic, and even in the worst moment, we have been disposing at or above GAV figures. The market, for some reason, is refractory to that information. Even if we dispose now a large amount of assets of the company, and we do it above book value, do you think the market will really care? Maybe they don't care. We can continue cannibalizing the company till we end up with zero assets and selling everything above NAV, and still, I don't know whether the market will notice or not notice. What we are trying to, frankly speaking, if I have to give you my opinion, the share price rerating will be immediate.

I mean, there will be no need to artificially increase the price, which is at the end what you are referring to. You are asking me, "Why don't you artificially raise the price of the share through a buyback?" Look, I, what I tell you is that I believe that if I do what I am telling you we should be capable of doing, the rerating in the share price will be immediate, with no need to do it through a buyback.

Beltrán Palazuelo
Equity Portfolio Manager, Santalucía ASSET MANAGEMENT

Well, in my opinion, Ismael, all the shareholders pay the management team money to add value to, let's say, the industrial way as you always have done, but also to add value in a financial way. I really do not agree that this is creating very artificial value because it creates a lot of value to buy, let's say, shares at, let's say, 40% discount to amortize that. Let's say maybe in 10 years, instead of having, let's say, a 1.5%, maybe I have a 3%. So it's, I don't know, maybe you want to...

For us really loyal shareholders that have been supporting this company through the tough times, I think that they deserve to really let's say have more piece of the cake without putting more money. Really, I don't know who decides that, but we would really like a little buyback. If the company does not reflect it, the share price, more of a buyback. Because it makes no sense. EUR 15.70 against EUR 9.96. It's really a no-brainer.

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

Beltrán, I have all my net worth invested in this company, and I have been a financial investor for many, many years. I know the business of depleting the capital figure of companies. I know this business. You know, I believe it will be unnecessary anyway. It is opinable, like everything, and I am happy to discuss with you. I know you particularly like the buybacks. I am happy to discuss with you one-on-one whenever you want, because we live in the same city, so we can meet and discuss. Probably there is no need to enter into a theoretical discussion about buybacks in this forum, because I think it doesn't make sense.

Beltrán Palazuelo
Equity Portfolio Manager, Santalucía ASSET MANAGEMENT

Okay. Thank you. Thank you very much for the answers. I appreciate the hard work. Thank you.

Ismael Clemente
CEO and Vice Chairman, MERLIN Properties

You're welcome.

Inés Arellano
Director of Investor Relations, MERLIN Properties

Operator, can you please let us know if there's any other questions on the line?

Operator

We appear to have no further question at this point.

Inés Arellano
Director of Investor Relations, MERLIN Properties

Okay. Well, in that case, we thank you all for joining today's nine months 2021 trading update. As always, we remain at your disposal for any further questions. You know, if somebody needs a one-on-one meeting, please do not hesitate to come back to us. Thank you very much. Have a good weekend.

Operator

Ladies and gentlemen, thank you for your participation today. This concludes today's conference. You may now disconnect your lines. Thank you.

Powered by