MERLIN Properties SOCIMI, S.A. (BME:MRL)
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Earnings Call: H2 2023

Feb 29, 2024

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

Good afternoon, ladies and gentlemen. Thank you for joining Merlin's 2023 results presentation. You can find the materials that will be covered in today's call available in our website, and we please ask you to abide by the disclaimer contained on it. Our CEO, Ismael Clemente, and our COO, Miguel Ollero, will walk you through the main highlights of 2023, and we'll thereafter open the mic for Q&A. For those of you who want to raise questions, please press star, followed by number 5. With no further delay, I pass the floor to Ismael. Thank you.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Thank you, Inés. Good morning. Good afternoon, everybody. Okay. 2023 clearly exceeded our expectations, particularly in the second half, and ended up being an excellent year from an operating perspective, for the company. We were almost able to make up for the absence of one half of BBVA rent. We fell short only by 6 million, which is remarkable. The company also, I believe, will remember this year as a historic year because we finally set a foot in our promising new business line, data centers, with the opening of our three first facilities. The only negative aspect was the fact that we are not immune to decreasing valuations in real estate. From a purely operating performance perspective, the company achieved a very strong like-for-like rental growth of 6.5%.

You know, the good work in the different business lines of the portfolio, particularly this year in offices, where we had slightly worse perspectives than what we finally saw at the end of the year, the company has reached an all-time high occupancy of 96.2%, above and beyond the less than 95% that we reached in the good old times in which we still had the secret weapon of the 100% occupancy of the BBVA portfolio. So we are pretty happy and pleased with the performance of the different business lines and the hard work they have performed during the year. As commented, offices, I know it can be mind-boggling for some of you, but continue to perform very well. We continue onBoarding a very modest positive risk spread.

Of course, you know, we have been charging significant CPI indexations for the last three years, and the reversionary value of our rents will end up suffering. I mean, according to our appraisers, we are -5% as compared to market, but you know, this is clearly narrowing. We obtained a like-for-like growth of 6.1%, owing mainly to inflation, as commented, and could maintain the occupancy that we had reached during 2022. At the beginning of the year, our expectation was to lose between 100 and 150 basis points. We found no surprises in the performance of logistics, where just by chance, we reached full occupancy of 99%. This is not normal. I mean, it cannot be expected for the future. I mean, beyond 96 is full occupancy already, so we have to take that into account, and achieved very good organic growth, with a like-for-like of +4.8%.

The retail, formerly the Cinderella of our portfolio, transformed into a princess and achieved a 7.7% like-for-like growth, with a 12% risk spread and an occupancy, you know, close to historical intra-year records of 96.2%. And what is more important, with our clients being quite comfortable paying our rents with an OCR of just 11.7%. In terms of FFO, of course, we couldn't make up for the whole of the BBVA effect, which is not taken into account is performed in the top line in sales and in EBITDA, but in FFO, we couldn't make it up completely for it. So we had a total FFO of EUR 0.61 per share, 0.1 below what we had achieved the prior year. But excluding the effect of the Tree portfolio, it would have been 9.6% above the prior year.

We had an overall decline in valuations across the portfolio, which in net terms stood at minus 3.4%. However, on gross terms, we experienced declines in valuations of around 5% both in offices and shopping centers that were only compensated by gains on developments, mainly in new projects in logistics and in our you know new data center business line, of which I will comment you know farther down the presentation. The yield expansion that we onBoarded during the year was 42 basis points, but more importantly, since values started correcting, we have already swallowed 95 basis points you know since end of 2020. As commented on a number of other calls, we were expecting re-rating of the values, gross values of the portfolio in the region of 100 basis points. We believe that we should be reaching an end at least in shopping centers.

I believe correction will continue in offices for at least the new year and maybe beginning of next. In terms of financial situation, LTV is stood at 35% with 100% fixed in terms of interest rates. Our CFO department made an outstanding effort in flattening out all maturities till November '26 and keeping the same liquidity levels we used to have. I mean, you might be confused by the fact that we had EUR 1.8 billion at the end of the last year, but that was only because we had a bond expiring immediately in the new year, and as such, we had, you know, accumulated the cash at the banks of the company. In terms of value creation, very muted activity in acquisitions and disposals with less than EUR 40 million in disposals and some EUR 30 million that have come into this year.

So, you know, it was not a strong year in disposals, but it was pretty similar to other historic years of the company, reflecting a market which is not good at present in terms of liquidity. And, you know, unless you are absolutely forced, this is not a good time to dispose of assets. Regarding Landmark Plan, Plaza Ruiz Picasso was the last building to be delivered according to that plan and was delivered to IBM in December. And now, Globant and SAP have, you know, occupied their respective floors during the new year of 2024. Importantly, in Best II and III, we continue converting land bank into cash-flowing assets with the Cabanillas Park II B shed of 47,000 sq m finished and delivered to Pepco, so fully let.

As commented at the beginning, I will believe that what is really important for us this year is that we were able to finish the construction of our three data center facilities in Madrid Getafe, Barcelona Parc Logístic, and Bilbao Arasur, and fitted only 3 MW in each, being a little bit shy, too shy with hindsight, regarding the perspectives of cloud adoption and hence commercialization to cloud specialists in Spain. Clearly, we were wrong, and our American engineers were right. I mean, there was more water in the pool than we initially assessed.

As a consequence, what we have done since has been, you know, to accelerate to the extent possible, the supply of new equipment in order to be able to correct that shortfall in equipment and, you know, exploit the situation in which we are at present in the market, which is, you know, really privileged from a IT capacity standpoint. Without further delay, I will pass the floor to Miguel, who will comment on the numbers of the financial results.

Miguel Ollero
COO, MERLIN Properties SOCIMI

Good afternoon, everybody. This is Miguel. We move on to page 6 of the presentation. We have here the, the numbers, which are a mirror of the operational performance that Ismael has been commenting on, for the year 2023. In principle, I should highlight that in terms of gross rent, we were able to grow 5% over the year to EUR 475.6 million. We take into account the full revenue generation of the of the group. It was EUR 488 million, which reflects a 6% growth overall for the year. NOI was enhanced on a 6.6% basis, so there was also an improvement in the in the operational efficiency of the portfolio. I mean, we moved down to EBITDA. We were reaching the EUR 367 million mark.

That was 9.7% ahead of 2022, which is also a remarkable figure, providing us a 77.2% EBITDA margin in the company, enhancing from 73.9% for the previous year. So, as Ismael was commenting, the operational performance, coupled by inflation release spread and an increase of occupancy has proven to be the driver of our efficiency and, EBITDA generation during the year. In terms of FFO, as Ismael was commenting, EUR 284.2 million. It is slightly below last year, taking out the effect of BBVA portfolio that was part of the portfolio during the first half of 2022. It is close to 10% higher. So we are little by little catching up and putting the company into the same level of rents and cash-flow generation that it was before the BBVA portfolio disposal. In terms of net profit, as commented below, before, there is a drop.

There is a negative threat, driven by the mark-to-market of our real estate portfolio, of EUR 366 million that has provided us a loss of EUR 83.5 million for the year. Finally, on EPRA NTA, as a result of the 3.4% reduction in GAV on a like-for-like basis, our EPRA NTA has gone down 3.8% to 15.08%. The TSR for the year is -1% because in between, there is a distribution of dividends during the year. If you move on to page 7, nothing relevant to remark. We already were talking about it. So the like-for-like growth of our GRI has been 6.5%, very good results, performance in all the asset classes, ranging from the 6.1% in offices to 7.7% in shopping centers, which has been the asset class that has been performing better in terms of revenue generation.

If we move on to page 8, we have here the occupancy of the portfolio. As we were commenting at the very beginning, this is a record year in terms of occupancy. We have reached a 96.2% occupancy mark, even higher than at the time we had the BBVA portfolio within the company, considering that it was an asset class that was bringing a 100% occupancy, considering the specifics of the contract we had with BBVA. But no matter what, this is even better with our current portfolio. Important to remark that logistics is at 99% occupancy. The shopping center is 96.2%, which is the record. We have been reporting the life of Merlin. And even offices has been able in a challenging year to sustain the same level of occupancy that we had one year ago.

Now, Ismael, we get into the details of the different asset divisions. I thought I had been commenting, at the very beginning.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Okay. Thanks, Miguel. I will go very, very quickly, through the different asset classes. In offices, as commented, very healthy rent increase, consequence of a full pass-through of inflation with a modest release spread after three years of passing relatively high inflation. Barcelona and Madrid were pretty similar in terms of like-for-like growth, Lisbon lagging a little bit behind simply because there were not significant transactions during the year. It's a portfolio which is almost fully occupied. In Madrid, slight improvement in occupancy, particularly stemming out of better A1 corridor. In Barcelona, decreasing pattern in occupancy as a consequence of the oversupply in the 22@ district. Lisbon remains full and will remain so for a little while.

In terms of leasing activity, with more than 300,000 sq m transacted, it was the third best year in history, pretty much on par with the second best. There was one year, right after the purchase of Metrovacesa in which we touched 450,000, but just because the Metrovacesa portfolio came out to us with a lousy commercialization, and we had to correct the situation very quickly. But very, very interesting way of performance of this year. I mean, we, we wouldn't have at the beginning of the year, we wouldn't have predicted that this was the situation.

During the whole of 2023, and we are witnessing the same during this, in the beginning of 2024, we see companies reverting a number of decisions of space reduction that were taken a little bit hard-pressed by circumstances like the pandemic, you know, people going home as a consequence of the COVID, the too much of an exaggeration in the work-from-home effect, etc. At present, as commented, since the month of November last year, the physical attendance to our buildings has already reached the pre-pandemic levels and measured, you know, through the turnstiles, you know, persons going to the office on an average basis. Yes, there are some peaks and valleys during the week, particularly on Fridays, but you know, the averages are now in line with the ones that we achieved pre-pandemic.

In the renewals, we are seeing, after 2 or 3 years in which that was the exception, now we are seeing many clients which are either holding up to the same occupancy rate or the same square meters they used to have or in some cases, expanding. In fact, as commented with you in past calls, particularly with some multinationals, we were kind of reserving some space because we knew they were wrong in their space calculations. In all cases, they are coming back to us and asking for that extra space that we reserved for them. The trend for 2024, generally speaking, our guidance for the year is of a relative maintenance of relatively flat occupancy levels. I mean, it can go up or down by almost nothing, I mean.

But more than 50% of our renewals in the year are now, let's say, either agreed or at least, you know, negotiated with the tenant. So the office department is doing a very good job. And we don't foresee big problems in offices, contrary to many other places in the world. I know you will make a lot of questions about how can be that the US, etc., but, you know, we don't foresee big problems in offices given the supply and demand, relative balance, in Spain till the moment in which GDP growth starts to stall and eventually, particularly when private sector employment starts to fall. I mean, this is the real driver, beyond the literature about work-from-home, etc. Then, in terms of Loom, the year was relatively muted in terms of new openings, just one.

But we are opening five new places in 2024. We are expanding our successful Plaza de Catalunya scheme, which received the Architizer A+ Award for the best coworking space in the world, for which we are really proud. In terms of logistics, page 14, good like-for-like growth, of course lower in Madrid because the sample is much more significant and bigger in Barcelona. Occupancy, however, in Madrid grew by more than 2.5 percentage points. It also went up significantly in Barcelona by about 4 percentage points. As commented in other calls, you know, the occupancy last year in Barcelona had been affected by one exit that was immediately replaced in the new year. And as such, we are going back to normality in terms of occupancy.

You know, again, I mean, here in logistics, whenever we start having problems with GDP growth or with import-export activity or with consumption because most of our space is linked to e-commerce related activities is when we will start seeing problems in logistics. But as evidenced by the pre-let conversations we are having for our pipeline, the activity in this sector remains very, very strong. The leasing was pretty good with close to 300,000 square meters transacted, which, again, is on par with the best years of the company. And in ZAL Port, we went slightly down in occupancy, owing mainly to one big shed that was vacated. But we increased rents, and had slightly lower FFO, as a consequence of higher land lease payments to the Spanish government.

In shopping centers, well, as commented or as already flagged during the year, the tenant sales kept on surprising us, going beyond pre-COVID levels and while maintaining very low, very low OCRs. The footfall in 2023 was above 2022, but it was also above 2019. So compared to a, let's say, undisturbed pre-COVID year, we had better footfall, which, as you might remember, was our main worry because cinemas were really not helping that much. And I must say that this increase in, in footfall has not been driven by cinemas. So it's, it's, it's, as you can see on the sales, is people that transient people that have been going to the shopping centers to consume rather than simply go to the cinema.

You can see it on the tenant sales evolution with a +10% print, compared to the prior year and already 14% above pre-COVID levels while maintaining a very healthy OCR. You know, 84 transactions carried out, close to 39,000 square meters that transacted during the year. And I will let Miguel explain the valuation and debt position of the company, Miguel. Okay. We're coming again with numbers. Regarding the portfolio valuation, as we have been commenting, this year we have been getting a knockdown in valuation, mainly focused on shopping centers and offices, whereas logistics, especially in terms of developments and data centers, have been the positive.

I should say that overall, we have been able to reach passing yield above 5%, where 5.1% is as a result of the adjustments in valuation we have been receiving during the year. If we look at the different asset classes, in office, it was a GAV like-for-like evolution of -4.7%. But excluding developments, it was 6.4%. So this is a big hit in valuation that is more or less in line with what we have seen in the market from other peers. If we look at logistics, despite that we have had a deal expansion of 39 basis points, we have been able to have a 3% increase on GAV on a like-for-like basis. If we exclude developments, it should be only 0.1%.

So the existing portfolio has been quite flat, whereas the power projects are the ones that have seen the value growth during the year. In terms of shopping centers, -5.2%, so also very well affected by the fact that there has been an increase in the exit yields and also in the IRR for valuation purposes. So all in all, it was a 3.4% down in valuation. If we look at yield compression or expansion for the year, it was on average 42 basis points. But what is important to remark is that close to 100 basis points have been adjusted since 2020 all across the portfolio.

Now, if we move into the balance sheet and debt position, it is important to remark that we have a net debt of EUR 4 billion with a gross debt of EUR 4.5 billion, with a net of EUR 4 billion in terms of net debt. The loan-to-value is 35%, which is quite healthy. It is, as you know, it's growing up a little bit mainly based on the fact that valuation has been hit, and it is the main driver of the loan-to-value evolution during the year. Average cost is 2.38%, higher than the previous year driven by the fact that we have been reconnecting debt, not only the one that was maturing during the year but also the one that is coming for maturity in this year. We will get into it later on.

We don't have issues about potential increase in terms of interest rates because all of our debt is fixed either by fixed coupon or by hedging in the case of banking financing. We continue to have a very good average maturity, 5.1 years, which is much better than previous year. Liquidity remains high, EUR 3 billion. In terms of rating, we keep having the same positive outlook that we used to have. What I would like to highlight is more focus on page or slide 24. During the year, we have carried out two main actions. The first action was to secure the refinancing of the EUR 743 million bond that was maturing in April last year. That was secured by banking financing. So we were replacing bond financing by banking financing on a corporate basis, with a EUR 665 million facility.

On top of that, during the year, we have also been working on the refinancing of the following maturity that is only coming in May 2025. Nevertheless, we were raising in the second half of the year EUR 180 million 7-year mortgage loans on a monthly financing basis and another EUR 170 million on a 10-year basis. The two of them are very good, attractive margins between 110 and 125. And this was secured at this part of the balance sheet at the end of the year. But in addition to that, in the first 2 months of the year, we have been able also to raise additional EUR 150 million banking financing, on a 10-year basis. And we have been able to top up our bond maturing in September 2029 by EUR 100 million.

So all in all, this implies that the EUR 600 million bond maturing in one year and two months from now is already secured, on a monthly financing basis. On top of it, we continue to have the possibility to continue refinancing because if you look at this slide, 2031, 2032, and 2033 are years at which we can be placing future facilities, getting into it. I should highlight, finally, that a vast majority of the job has been done, that this company has been able to refinance bonds on a banking basis at much better prices on long-term basis. Also important to remark that only 9.6% of our debt is on a mortgage basis. So the vast majority of the debt of our debt continues to be on a corporate basis. And finally, we are moving into sustainability.

Sustainability, as long as we have been saying, operationally from an operational standpoint, the company has been achieving very good remarks. We should say that also in terms of sustainability, the company continues to be putting a high effort to continue making this part of the story of the day-to-day. So in terms of green lease, as you know, this is a clause that we were already putting in motion last year, as part of our way to work together with our tenants. This has now been put into every single new contract that we are entering into. We'll continue also into renewals and new contracts over the following years.

Second thing that I will highlight is that we have a commitment to analyze what should be, which is the embodied carbon that we are incurring in any single either greenfield program or in any retrofitting we are making in our projects. As a matter of fact, we have set for the future maximum limits in terms of embodied carbon, for our three asset classes: office, logistics, and shopping centers. The three of them are second to none with regards to what we have been analyzing and seeing in our peers. Also, we continue rolling out our solar panels strategy. We have reached close to 15 megas installed and in operation. We are aiming to reach 40 megas in the following years. And this is getting momentum. Also, as I was commenting before, the EUR 1.1 billion raised during the year was on a green financing basis.

So, as a part of our commitment with the investor debt investors, is that we are continuing to have the vast majority of our debt, if not all, on a green basis. And finally, I collect that this is just a result of what you are doing on your day-to-day basis. We should be highlighting that. We have been increasing the Dow Jones Sustainability World Index for the first time. And this is the only five European companies across the world are having able to reach it, at some point in time. Page 27 is just evidence of how we are evolving in energy consumption and carbon footprint. The two of them have evolved very positively in 2023. And we continue evolving likewise in the following years because we continue implementing a lot of measures to reduce it over time.

Finally, page 28 is just, as I said, the accolades, which are quite remarkable. This is a way to, to set out how you are evolving on an absolute and a relative basis, in this, in the sustainability task that we all have. As you can see, all of them have been positive. We have been either improving or maintaining our position with regards to 2022. Now, Ismael, we're entering into the value creation section of your presentation. Thank you, Miguel. On page 30, as commented, very, you know, modest activity both in investments and non-core developments. In investments, we simply bought opportunistically, the possibility to expand our, successful Marineda shopping center. We are already working on the retrofit for, the, addition of 18,000 square meters to our existing scheme.

And we will keep the remainder of the space we bought for, you know, the future. In terms of non-core developments, we sold a couple of shopping centers, one industrial warehouse, one residential unit, and a supermarket. So very, very modest year in terms of activity. On 31, this is the latest render of the Ruiz Picasso 11. I mean, if you see it today, it is exactly the same with an IBM logo. and it's now completely full with really high rents in the let's say highly sought-after area of AZCA in Madrid, which is subject to future improvement in terms of landscaping quality on the initiative of the municipality of Madrid. And then little housekeeping things.

We kept on refurbishing buildings on Cerro de los Gamos, which is an industrial business park we have on the A6 area of Madrid, which is full. And we refurbished two buildings there, which were delivered completely full. And we will continue doing so, because you know, the aspect it used to have, as you can see on the before picture, you know, was very close to criminal. So now we are changing it for something a little bit more serious. On page 33, logistics. Well, we commented last year we wanted to put in motion 180,000 square meters of new logistics. 47 of those have already been delivered. And we go back to the same figure, now 188, of which 160 have already head of terms. And 28,000 square meters are speculative. Don't be surprised.

It's simply because that speculative shed is between two sheds that are already pre-committed and need to be built. So once we send the construction company there, it is more sensible to do the whole construction yard at the same time, even though the 28,000 square meters are speculative than to then call the construction company in the future and disturb our existing clients in that park. The total remaining investment will be EUR 78 million till for delivery in the second quarter of 2025 of the whole space. And the expected rents are above EUR 10 million for a yield on cost including land price and incurred CapEx of 7.6%.

But if you only take into account the yield on pending CapEx, you will see that it will incorporate what will result in 13.3%, what is pending compared to the new rents that will be added. Then, for the future, there are another 420,000 square meters close to which result in a CapEx of EUR 223 million. Of those 420,000, about 100,000, we are already working on potential pre-lets that should result in deliveries around 2026, with around EUR 60 million CapEx and yield on cost in the region of 7.5%-7.6%, and yield on pending CapEx in the region of or above 10%. So very, very important because at present, we need all cylinders in our engine to be firing.

I mean, we cannot afford the luxury of having idle land sitting on our balance sheet in a moment in which the company is making such a tremendous CapEx effort. So, you know, we hope to move those 100,000 square meters also into WIP as soon as we can, and have only 300,000 square meters pending development in our portfolio. Regarding the Digital Infrastructure Plan, the data centers, well, some remarks, which are important. We have been experiencing some delays in the effective electrification of sites. What does it mean? Basically, that sometimes you have power, which is contracted and paid for. I mean, you have delivered amounts to your supplier, to the distribution company. However, at the moment of effective delivery of that power, there is no one on the other side of the line. Why is that? It's a mix of guilts. Sometimes it's the distribution company itself.

But in some of our cases, regrettably, it's public administration, you know, doing a trench or digging beneath a highway in Spain is a very lengthy process of authorizations. It's a calvary of papers that you need to fill up in order to get there. That, the good news is that in Barcelona, we are done with about two quarters of delay. So we're expecting very, very soon the effective electrification. So the moment in which the power will be on in our site, this is the first site which is going to be fully electrified in our portfolio. In Bilbao-Arasur, we are also getting the power imminently. So this is important.

Just in Madrid, we have had to change a little bit our commercialization, you know, pattern because we have moved into what we call a capacity lease in which the client will be receiving the space in the moment in which we get the electricity. So, we had to adapt a little bit our commercialization to the reality of things. We have spent already like EUR 300+ million capex-wise. But you will see only EUR 258 million in on the accounting. I mean, as CapEx in data centers. The rest is down payments and pre-orders that we have placed. We need to pay from an accounting perspective EUR 144 million in 2024. You should subtract the EUR 40 million difference that we commented on full year 2023.

And then another EUR 163 should happen in 2025 and onwards, although we are trying to anticipate that to 2024 to the extent possible. So we are trying to accelerate our investment in our data centers. Regarding total investment, you will see that the total amount has kind of gone up to EUR 565. This is simply a consequence of the fact that in Bilbao, we have been able to scratch another 2 MW in our Bilbao III building. So we are no longer talking about 58 MW. We are talking about 60 MW. And it also owes to the fact that we are now doing the pilot modifications for conversion of Barcelona into direct liquid cooling, which will be followed by Bilbao-Arasur. And well, direct liquid cooling is a little tad more expensive than air cooling. And as such, we will need to incur a little extra CapEx.

Just by chance just by chance because, you know, the numbers have added up that way the stabilized GRI is the same, 14.4%, owing to the fact that, the rents you get in generative artificial intelligence are, higher than the ones you get normally for cloud services. And the, gross to net remains the same. So we will be, obtaining, +10% in stabilized NOI. Regarding cash flow projections, I mean and you should take all these with a pinch of salt because this is a moving target. Of course, we do as best as we can in terms of, you know, be true on our projections. But in 2023, we finally received only EUR 0.5 million as a consequence of the delay in electrification of Madrid. And in 2024, we are maintaining the same, guidance of around EUR 11 million because there could be delays in one site.

But I believe there will be accelerations on other sites. So for the time being, we maintain the same guidance to market. What will be different is the total rents, which have gone up to EUR 81-something million as at constant stabilized—not you know, they will not coincide with natural years, okay? So that should be more or less the rent at the end of 2025 times 12 or very similar to the rent in 2026. More or less, that should be the number reconciliation. But you know, rents have gone up as a consequence of simply better pricing capacity in a market which you know is really in need of IT loads at present.

On page 37, you will see some real pictures of the Madrid Getafe data center, the façade, which is photovoltaic, the generator set room, and the meet-me room, where the cable providers are meeting the operators within the data center. We have two of those. Regarding the electricity issue, we had 30 MW sourced and paid with the distribution company. But, you know, following a number of issues with public authorizations and the like, the new calendar is 8 MW that we are going to be supplied by end of this year, and another 8 MW that we are going to be supplied by end of next. And then the remainder, 14 MW, will be supplied during year 2026. As a consequence, of course, we have, you know, recalculated our different cash flows.

What is more important, the new equipment that we were receiving in Getafe is being reshipped at present to Barcelona in order to complete as soon as possible the Barcelona data center and start getting cash flow. Whatever is left will be sent to the Bilbao Arasur data center, so we will be reordering a little bit the equipment supplies depending on the availability of electricity. That will result in 3 MW of equipment already installed as of today, and then 5 MW extra to be received and installed within 2024. In fact, there are some of the components already being received. But you know, we will not end up you know receiving the the lengthiest order, which is the generator sets, till end of June.

So they will be installed in the data center by September, October, and, you know, generating cash flow only for a portion of the year. And then the remainder, 12 MW, will be received and installed in 2025. Regarding commercialization, you know, our existing clients are making use of 2 MW of IT capacity for cloud purposes. And we have a 6+6 capacity lead booked that will result in, you know, filling up the vast majority of the capacity of the data center, or 60% of it, during the next this year and the and the next without need to modify the refrigeration system because this capacity lease has been made on the basis of cloud services. So very relatively low densities of between, I would say, 15-20 kW per rack.

So, you know, no need to modify our existing refrigeration systems in order to achieve the guaranteed PUE that we are giving to the client. On page 38, you see also actual pictures of Barcelona very good-looking data center without the logos this picture yet. I mean, they are being installed as we speak. Generators generators set room and then the electrical switches and transformers. This data center has been, you know, of course, yes, some delays in the effective delivery of electricity. But the pleasant surprise is that we have found a little bit more electricity to be supplied than we initially anticipated. So we have sourced 24 MW capable of serving around 16 MW IT capacity that, you know, we will be receiving momentarily.

We have found the possibility to increase that supply by around 12 megawatts extra, which could give us a good additional 8 megawatts IT. That looks like a small thing. But the yield on cost of these additional 8 megawatts is very, very good because the core and shell is already done. So you know, very, very interesting in order to keep our existing yields on cost. In terms of equipment, 3 megawatts are already installed. And 6 megawatts will be received, you know, within the next quarter and installed right after the summer. And then the other 7 megawatts will be received at the end of the year and installed at the beginning of 2025 according to the ramp-up agreed with the client. In this case, the client is a generative AI operator.

Therefore, we are already modifying the MEP of this facility in order to incorporate a direct liquid cooling, which is, you know, pretty interesting. Not so many examples in Europe. This data center has significantly improved its connectivity because it is now connected to the first ring of the Barcelona Cable Landing Station. So, that effectively means that we are landing station now off Equiano to Africa and Medusa, which, you know, has been the reason why this facility, which originally was intended for wholesale collocation, has been moved into or has been converted into generative AI. Regarding Bilbao-Arasur, well, we have a big contract here of 150 MW around for 100, good for 100 megawatts IT or probably good for a little bit more. But, you know, we are making rounding calculations.

The distributor will supply the electricity or the first 30 MW of electricity very soon, during the next quarter, which is very important. And this is really on track. I mean, we have been monitoring the works in the substation, the cabling, the amplifying, and everything. And it is really on track. So after yeah, again, with around 2 quarters of delay, we are going to be receiving the electricity. Regarding equipment, 3 MW are already installed. And then another 3 will be received in by the second quarter of 2024 and another 12 before year-end, which, you know, you should add another quarter, more or less, for installation, in order to calculate the time to money. And then the remainder 6 MW will be received in 2025, most probably in the first half of 2025. Regarding precom, well, 3 MW of IT capacity let.

Then we have additional booking of 21 MW, with a ramp-up spanning through 2024 and 2025, beginning of 2025. And again, this is for generative artificial intelligence. So it will entail, very probably, with a high probability, a at least partial change in the refrigeration systems for direct liquid cooling. What is much more important, we have submitted the extension license in this data center, concentrating all the remaining power in just one building. So we have the original scheme here was three buildings, BIO-03, BIO-02, and BIO-01. We constructed the first building and fitted, well, initially, 22 MW, which at present is 24. But the remainder, the 76-78 MW that we believe we can scratch from the new facility will be, will be squeezed into just one building.

We will leave the full of BIO-01, Bilbao 01, we will leave it for further extensions of the data campus, because we are working on making contracts and getting much significantly much more power in this location, with the help of the Basque public authorities, which have clearly detected the, you know, potential of a big artificial intelligence campus in their region and are helping us in this effort. This data center happens to be the landing station of Marea, which is the cable that was laid across the Atlantic by Microsoft and Meta, and Grace Hopper, which is a cable that was laid by Google and will become also the landing station of Anjana, which is a new cable which is being laid by Meta across the Atlantic, although it should have reached our facility in 2024.

It looks that it will be a little bit delayed. Regarding Lisbon, well, Lisbon is another big scheme, big data campus, capable of handling around 100 MW IT, taken to the maximum. It's being a complicated process in terms of licensing. Yeah, the construction itself, it will take us like a year and a half, which is well, it's not good, but it's not terribly bad compared to what we have taken in Madrid and Barcelona. However, in this case, we had to also approve a concentration of landlords in order to make a bigger shed. And you know, that took us another year and a half. So it's been a relatively lengthy process. Of course, we then want to take any shortcuts, which is always, I believe, a good thing in Portugal.

We are at the end of the process. I mean, we are just waiting for the construction license. We will immediately tender and begin works. We have already started, I mean, leveling ground, doing the basement and doing the organization of the plot in preparation of the construction. So when we start construction, it will mean actually erecting the building rather than preparing the ground. That will shorten a little bit the total construction time. Regarding the commercialization approach for this scheme, well, I would say that there is a 25% probability that it could be commercialized in full and developed in one shot and then 75% that it will be commercialized, let's say, more regularly.

We will start one or two buildings with, you know, 30-50 MW, and then go little by little with the rest. It will depend. Interest in Lisbon is very, very high. I mean, because this data center happens to be also landing station of Ella Link, which is a cable that comes from South America, and then to Africa, Equiano, Medusa as well, that we are receiving through the Tagus River. So very promising opportunity that we hope, during the year, we will inform regarding its development. As closing remarks on page 42, strong performance. We already commented on it on our traditional asset classes. Occupancy at an all-time high across the Board, in terms of value creation. We kept on doing our job delivering fully leased office buildings and logistics. We delivered our three data centers a little bit poorly equipped. My fault.

And I beg your pardon for that, that I was a little bit unsure about the speed of adoption of cloud in Spain. But generative AI completely changed the panorama in terms of commercialization speed. So sorry for that. We are trying to catch up as best as we can. And regarding outlook for 2024, I know you hate the word transitional. But it's a transitional year for us, because, you know, very little can be expected from our traditional asset classes, which are virtually full. And, you know, other than continuing to enjoy good inflation and also obtaining some positive risk spread, if at all possible, and it will be a year mainly of data centers, in which we will continue filling up our existing facilities. And we will try to start the new facilities as soon as it is, you know, practical for us.

However, from an operational standpoint, sorry, but data centers is a cash-draining business unit until it stabilizes. Why is that? Because an operating data center is an operating data center, which means, basically, you need to have, more or less the same number of engineers and technical people that you will have once the data center is full. So expenses are, let's say, fully drawn while, however, you know, income will only happen with time through a defined ramp-up with the different clients. Regarding balance sheet management, it will be an uneventful year with no maturities. We will, I mean, as commented, the CFO department has flattened completely for the next two and a half years the profile of maturities of the company till November 26th. The FFO estimate will be 0.59, which, again, is lower than this year.

But it should start flourishing in 2025 and beyond. That there should be a significant jump in 2025 to at least EUR 0.68 per share. Regarding dividends, we already paid EUR 0.20 on account. The Board will decide on the remainder. But you know, in normal circumstances, I think it will be EUR 0.44 or similar, you know, once they decide on the calling of the AGM approval. Then regarding valuations, although in shopping centers, we should probably be starting to see the light at the end of the tunnel. In fact, we have seen some of our peers that have actually revalued some of their assets. We fear that we will continue suffering in offices, because I believe we will not enter safe territory till we are above the 5% mark in terms of passing yield, based on existing occupancy.

Reversion is more. But, you know, I believe that we will continue seeing declines in the value of office buildings. However, we have a number of jokers on the sleeve. The most important is that Lisbon remains valued at zero, the data center. And all the remaining capacity of Bilbao Arasur is valued at zero. So, you know, as we evolve in the construction of those sites and notably, when we finally open, inaugurate those sites, there should be a significant value jump in those that will continue helping us in offsetting the declines in valuation of other asset classes, as commented on many calls in the past.

I mean, that was precisely the reason why we bet on data centers a long time ago because we thought that was the avenue of growth that the company was needing in order to offset eventual declines in valuation of traditional asset classes as a consequence of the increasing interest rates that are, of course, affecting the values. So that is all for today. Let's move into Q&A. And we will be glad to be taking your questions and answer whatever we can answer. Or if there is something we don't have the information for, I'm sure that Inés and Teresa will reach out to you and give you the, you know, the dollars and cents of whatever you want to know in terms of performance of our data about the company. Okay? So without further delay, let's move into Q&A.

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

Yes. Just, just to remind you that for those who want to raise questions, please press star, followed by number five. Lorraine has the first question. It comes from the line of Céline from Barclays. Hi, Céline. The floor is yours.

Speaker 9

Hello. Can you hear me?

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Yes.

Speaker 9

Yes. Yeah. Hi, Ismael. I got two questions for you. Can I take you back to what you said during your CMD in 2022? You were talking about how to invest or proceed from the BBVA sale back at the time. There's two numbers that I would like you to clarify today. The first one would be on the FFO guidance for 2026, which you had guided at EUR 0.80. Based on the guidance that you provided for 2025, it implies a 17% year-on-year growth. So basically, two years of double-digit FFO growth. I'd like to know if you're still standing by that EUR 0.80 guidance. And if not, what has derailed the investment case since you started deploying the proceeds from the BBVA sale?

And also, if you if you could talk about that 2025 guidance, if it takes into account a potential dilution from an equity raise. On the second point, that would be about CapEx. I think we all appreciate the additional guidance you provided on the data center pipeline. But can you also talk about the DCN project? Because during the 2022 CMD, you were talking about the investment required on the DCN project, which was a total cost of almost EUR 800 million, EUR 300 million in landing infra, EUR 300 million in construction. Construction has started or was guided to start it this year. So I was wondering if you could guide a bit more on the CapEx required that needs to be spent on that project and if you already spend the EUR 300 million in landing infra, which, I guess, is not yielding at this stage.

I think, overall, if you could just provide a CapEx number that you're planning to spend this year, adding everything: DCN, offices, data centers, and logistics. Thank you.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Okay. Look, Céline, regarding the 2022 comment on '26, look, if the FFO in 2025 has been guided to, you know, EUR 11 million in 2024, you can assume, with the ramp-up from data centers, another EUR 30 million-EUR 50 million in 2025. The rest should happen in 2026. You know, I will, of course, refrain from giving you a guidance for 2026 because it's two years out. But, you know, it should be pretty much in line. Remember one very important thing. Our ambition when we sold BBVA was basically to write up our balance sheet and reduce radically our, our debt and then, recycle around one-third of the total proceeds in developing our data center arm with the aim of replacing, like for like, more or less the same rents, of BBVA with data centers.

We are doing that just with the first batch, with the first fourth, of, of the data centers. We are more or less replacing, like for like, well beyond the EUR 70 million that we, anticipated. So, and even more importantly, the organic performance of our existing businesses have been able to almost make up for half of the BBVA cash flow, which, as you know, was triple net. So they're pretty happy with the way, the company has, managed to perform following the BBVA disposal. Remember a very important thing. The world has changed. So the interest rates are not the same. And you, you can see it, in our existing numbers. I mean, you can see that our financial expenses have gone up significantly. But still, I think, you can count on pretty similar numbers to the ones you have in, in mind. Okay?

Regarding the CapEx and particularly DCN, well, DCN, the amount of CapEx that it will require in 2024, November, assuming we are finally transmitted the land, is going to be around EUR 37 million, which is relatively immaterial. In the years to come, yes, you remember rightly remember a total figure, total equity or, let's say, total use of resources of EUR 700 million in that project. But that spans over the next 20 years. So yeah, you can assume that around two-thirds of that will be employed in the first 10. But still, I mean, it's relatively immaterial for the company. It will only be material if we were the majority owners of DCN. But with our current 15% position, it's relatively immaterial for the company.

And regarding CapEx, total CapEx reconciliation, I'm sure Miguel and his department will feed Inés with the information. And she will be able to give it to you. But I mean, another important question you made, which is whether the figures had already taken into account a dilution, not at present. I mean, we haven't taken into account any dilution from the capital increase because the potential dilution of ownership of the capital increase, in our calculations, in our model, are resulting in very significant EPS accretions. So, you know, whenever we reach that river, we will cross that bridge. I mean, at present, we are simply doing our bottom-up analysis of the eventual capital increase that the company needs to do. We know it's going to be akin to an M&A transaction. So existing shareholders will want their share price re-rated.

New entrant will want to achieve certain returns. The key in order to provide information and tranquility to both parties is our own assessment of the situation. So we are modeling the company with different scenarios so that, particularly our existing shareholders, the Board of Directors has very good information about what the company is worth with and without the capital increase. If and when that moment comes, we will also provide some info to the eventual new entrant so that they can see that ballpark figures they will get their returns through the investment of the company. What is crucial for us as a management team is that that pipe, that M&A transaction, takes place because we need that primary raise if we want to continue developing our data center business.

Of course, we could simply stop where we are and add EUR 80 million of rents to the company. But we believe it is significantly better as a fiduciary duty of care of the company we are running to continue, you know, exploiting the success we have obtained in being first movers in this particular field.

Speaker 9

Okay. Can I ask a follow-up question?

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Yeah.

Speaker 9

Ismael, the value correction in your portfolio is very minor so far. It's not matching what the other REITs are reporting, which is more double-digit. So I was wondering if you could talk about it.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Well, the starting point in Spain is also very different from other countries. I mean, yes, you might see the value correction as minor. But you need to take into account a number of things. First, that the gross value correction has been significantly bigger. However, the delivery of WIP in logistics and in data centers has significantly offset the primary fall in value in offices and shopping centers. And second, we were already running at yields of 4+. So it is very different to be running your property at yields of 4+ than to be running your properties at yields of 2+. So because if the new normality has to go, I mean, 10-year risk-free is like 260, 270. And you need to be between 100-300 basis points above the risk-free.

Of course, now probably at the top of that range because of the negativity against real estate worldwide. Well, then, you know, it is not the same to start from 4.5 than to start from 2.5. So, I can understand that in other places, things have been different. But, you know, this is what came out of the appraisal exercise of our appraisers. We were, I must say, relatively surprised, positively surprised. And let's see what happens during the year. Eventually, they will continue adjusting during this year. I mean, there is nothing I can do. So basically, we're in the hands of the appraisers. And let's see what they do during the year. But I am really not afraid. You know, I am not mad. I know you want blood.

So as a manager of our listed company, I mean, if it was my particular choice, I would have given you blood because I know you want blood. That is not necessary. I mean, it is what has emerged out of the valuation exercise. So let's see what the year 2024 keeps for us and what is the result of the valuation exercise on the 30th of June and the 31st of December. We have seen this movie in the past. We have been discussing in our Board about selling the shopping centers for zero and things like that. I mean, you know, we are accustomed to these type of things. We have been in a number of cycles already. Well, let's see. I mean, we will continue adjusting values if need be.

Let's see what the 2024 is holding for us.

Speaker 9

Thanks a lot, Ismael.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

It's a pleasure.

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

Next question comes from the line of Stéphanie Dossmann from Jefferies. Stephanie, the line is yours.

Stephanie Dossmann
Analyst, Jefferies

Hello. Can you hear me?

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Yep.

Stephanie Dossmann
Analyst, Jefferies

Yeah. Actually, I had the same questions from Céline regarding valuation because it's very, I would say, far lower than for your European peers. And is there any reason why valuation in Spain should be more resilient than in the Paris region, for instance, in terms I don't know of working from home trend, the assumptions that appraisers are taking in terms of indexation, reversion, these kind of things? And the second question regarding your net initial yield, something I don't reconcile is that I had 6.4% for 2022. And now I find 5.6% in your release, going so falling to 5.4%, if I'm correct. So maybe I'm missing something here.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Okay. Well, first, on the net initial yield, which I understand is the EPRA net initial yield, I have no clue of what you're referring to. So I will defer to my team to go back to you and do the reconciliation exercise to see what eventually may have happened in terms of EPRA net initial yield. You know, we report according to EPRA standards. We have always done that. You know, we will see what is what you are referring to. Regarding again the modest decrease in valuations, there is nothing I can say. I mean, of course, it depends on whether, you know, the Paris region. I am not an expert in Paris. I know it is a huge market. I know there is a lot of liquidity there.

However, in my honest opinion, I don't see a right from God to be exchanging buildings at sub-3%. So, you know, let's see what finally happens there. Regarding work-from-home trends, I know our own work-from-home trends, which I can tell you are inexistent at present in Lisbon and Madrid and a little bit noticeable in Barcelona because it is a little bit more prone towards programmers and tech industry. So, you know, it is a little bit more noticeable in our buildings in Barcelona measured with the turnstiles, but not in Madrid and Lisbon. Indexation, well, you know, in Spanish and Portuguese civil code, there is a full indexation every year. In exchange for that, contracts are much shorter. So in Anglo-Saxon countries, sometimes, contracts are longer. And there is no indexation. Rather, there is simply a mark-to-market every now and then.

So, you know, this it is the way it is. You know, we are accustomed to this way of doing things. The market is very quick to react in terms of rents. I mean, whenever there is a hike or a fall in rents, the market adapts very, very quickly. And regarding values, well, there is nothing else I can really guess or comment, as commented before. We will wait to see what happens in 2024, whether they continue falling, which is my personal, let's say, forecast. And I am telling you openly.

But also, if you want to do a what-if exercise with Inés and you want to adjust the office values to, you know, 20% below where they are today and see what is the effect on LTV or well, on LTV, of, in the company, you know, you are free to do so. We are happy to provide you with the information if you want to do these kind of things.

Stephanie Dossmann
Analyst, Jefferies

Thank you. Maybe a follow-up on that because that was one of the underlying questions, regarding your leverage. Have you discussed these assumptions on valuation with the rating agencies?

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Sorry.

Stephanie Dossmann
Analyst, Jefferies

What are their assumptions on capital value decline? And how does it translate into their credit metrics threshold?

Ismael Clemente
CEO, MERLIN Properties SOCIMI

No, no. What I was commenting is that you are free to do your own assumptions. So you call Inés.

Stephanie Dossmann
Analyst, Jefferies

Yes.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

And if you want to, you know, want to drop the office values by EUR 1 billion, do it. And we can test it in our model, more or less, what is the LTV, etc., which is the only thing that really will change. And, you know, this, I mean, be our guest. I mean, do it.

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

In terms of the rating agencies, Stéphanie, we haven't had yet our annual review.

Stephanie Dossmann
Analyst, Jefferies

Okay.

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

All right. Thank you. You're welcome. So the next question comes from the line of Adam Shapton from Green Street. Adam, the line is yours.

Adam Shapton
Senior Analyst, Pan-European Office, Green Street

Yes.

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

Okay.

Adam Shapton
Senior Analyst, Pan-European Office, Green Street

Hi, Scott. Thank you for taking the question. Just a quick one on shopping centers, just the operational performance. If I interpret the numbers correctly, it looks like a little bit of a slowdown in the like-for-like growth in the second half in Q4. I appreciate that's one quarter, maybe. But what are you observing so far in 2024? And I guess the broad question is, is 12% OCR—you said it was comfortable for your tenants. But do you think they can tolerate much more than that? Or do you think your rent growth can outperform sales growth in the medium term?

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Okay. Well, on shopping centers, we were really afraid of a bad second half last year. We were thinking our, let's say, base assumption was that private consumption would end up falling in Spain as a consequence of, you know, increased cost of utilities, a higher cost of basic food, and, well, general CPI effects in the spending capacity of households. However, the countering effects of those probably weighed more than we thought. And the low level of leverage of Spanish families so far has been holding the private consumption better than we expected. There is also a role of informal economy, which in Spain is significant. And there is also the fact that the government continued applying a pretty generous fiscal policy. And I guess they will continue to apply that kind of fiscal policy till they can.

There is also the effect of the monetary illusion created by salary increases, overall. I mean, minimum wages have been increased a number of times already in Spain. And as a consequence, there is a domino effect in all salaries, which, you know, the only limit is, of course, productivity. But, you know, for the moment, clearly, we were wrong. And during the second half, we didn't see any slowdown on the private consumption pattern in Spain. If you want to be super picky, the Black Friday campaign and the Christmas campaign was a little tad lower than the year before. However, the Three Kings and the sales campaign at the beginning of 2024 have been above last year. So isn't that mind-boggling? I really don't see why one thing goes with the other. Eventually, it has to do also with the weather. I don't know.

But, you know, for some reason, we are in the last attendance or footfall reports we are getting from our shopping centers, we are seeing a very, very healthy pattern of behavior during the month of February and going into March. So frankly speaking, I don't know what to say. We are expecting, again, for 2024, a fall in consumption. But again, we will prove to be wrong, because there are forces which are more powerful than reason, when you try to explain the behavior of an average consumer. Regarding OCR tolerance, look, historically, our OCRs have been ranging between 13%-14%, normally 13.5%, 13.6%. That has been the norm for us in the past. You know that there were some countries in Europe where problems started above an average of 16%.

In the U.S., there were, in some cases, averages above 20% that resulted in chaos. But in our portfolio, based on our experience, between 13%-14%, it's always been kind of the right ballpark for rents. So whenever we start getting above those ranges, we normally adapt rents. And whenever we go below those ranges, we try to push rents, which is exactly what we are doing as we speak. This is the OCR tolerance I can see. An important thing, many people, particularly at COVID, predicted that all shopping centers will move into variable revenue. I can tell you that our 9% variable revenue out of total remains the same it was 20 years ago. I mean, we have had that discussion with a number of clients. We have offered them to move into variable. Nobody wants to move into variable.

I remember this was one of the strongest opinions that people were giving us during the COVID. Everyone is going to move into variable. The rents are no longer going to be predictable. And therefore, the capitalization rates will need to adjust to reflect. Okay. We have offered most of our clients to move into variable. Nobody wants to move into variable and be audited. So they prefer to pay, let's say, a fixed rent. So here's where we are. We will report during the year, according to what we see, what we witness in our day-to-day operation. And you can rest assured that if things start to worsen, we will report that things are worsening. So, we have normally been I mean, we are new kids on the block relatively. We have always been pretty transparent in the way we have informed the market.

We will continue to do so. If we see that in the second half, you know, footfall goes down significantly, let's say, in a worrying manner, we will immediately report to market. Okay?

Adam Shapton
Senior Analyst, Pan-European Office, Green Street

That's great. Thank you.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Okay. Thanks, Adam.

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

Thank you, Adam. The next question comes from the line of Ferran from Kepler. Ferran, the line is yours.

Ferran Prat
Analyst, Real Estate, Kepler Cheuvreux

Hello. Yeah. We have Ferran from Kepler Cheuvreux . We have three questions, please. Could you provide the net yields for the shopping centers and the office for the portfolio, please? The second one would be regarding the new development at Picasso. Has IBM moved in December as the tenant already? The third one would be if you could provide guidance on like-for-like CapEx for the next two years, please.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Okay. Net yields? Per net yields for offices and shopping centers .

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

Yeah. I have it all. Net yields.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Give it to me. Ruiz Picasso 11, IBM is already in. And Globant and SAP are already in. And the rest will continue going in, till the summer. So I would say more than 50% of the building is now occupied. And it will continue; occupancy will continue growing, till the summer. We what we are doing now is fit-out works. I mean, as the clients move in, into the building, we are fitting out. And we will continue filling up.

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

Net in the same year, Ferran, for offices is 3.9. Logistics is a 5.0. Shopping centers is 5.1. The overall portfolio is a 4.3.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Okay. And then like-for-like of CapEx, Miguel, if you can,

Ferran Prat
Analyst, Real Estate, Kepler Cheuvreux

You mean maintenance CapEx?

Ismael Clemente
CEO, MERLIN Properties SOCIMI

No. He probably—no. He means probably offensive CapEx. I mean, what is the portfolio?

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

Ferran, what are you referring to on CapEx?

Ferran Prat
Analyst, Real Estate, Kepler Cheuvreux

Yeah. To offensive CapEx, please. Yeah.

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

Offensive.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Offensive CapEx but not like-for-like. What is the offensive CapEx of budget of the company for the coming years?

Ferran Prat
Analyst, Real Estate, Kepler Cheuvreux

Yes.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Okay.

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

So it's going to be focused on data centers mainly and then logistics that we've provided you. Those are the two pillars of growth of the company. And then we'll have, you know, a little bit in offices as the ones that we've been carrying out in the offices that we think it's important to put them, you know, in shape, like the one that we've shown you in Ruiz Picasso. But as Ismael commented on, the Landmark Plan is already over, the same as flagship for shopping centers. So the whole investment is going to be mainly focused on logistics and data centers.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Yes. In data center, we already pointed out in the presentation that it's going to be EUR 145 million. In terms of logistics, on the new projects for that we're aiming to deploy, for year 2024 will be about EUR 80 million. Okay? And there will be some additions, but there will be minors with regards to the other asset classes. In the case of office, we are under the refinancing of Corallo in Lisbon. And we will start also the refinancing of [Geraldes] in Lisbon as well. And we are going to be adding two more buildings in the [Terra dos Ramos]. These are the two, the four main assets that we are already putting effort in office.

Then in shopping center, it's just limited to the refinancing we're putting in place in Marineda that was bought from El Corte Inglés recently. I'm not talking about, all in all, EUR 300 million. EUR 300 million? EUR 300 million. That's only the rough number.

Ferran Prat
Analyst, Real Estate, Kepler Cheuvreux

Rough number.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Rough number for the year, for all asset classes in terms of offensive CapEx.

Ferran Prat
Analyst, Real Estate, Kepler Cheuvreux

Perfect. Thank you very much.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

You're welcome.

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

You're welcome. The next question comes from the line of Fernando from Alantra. Fernando, you have the floor.

Fernando Abril-Martorell
Analyst, Alantra

Hello. Thank you very much for the presentation. Three questions, please. First, just sorry to come back with this again. Just to be clear in data centers, so your ambition is to raise capital and address the opportunity that data centers bring. The question is still unknown, what would the structure be and also the size of the potential capital increase. This is the first question. And then second question, again, on data centers. So you've mentioned about Lisbon and the huge interest that you are receiving. I understand that it is still preliminary because you are still waiting the license and so on. But I don't know if it's fair to assume that you can also reach the 14.4% yield on cost that you've achieved for the Spanish assets as well for the Lisbon.

Then third question is about offices. So market trends in 2023 in CBD they have grown at inflation or even higher than inflation. Non-CBD have lagged behind, flattish, more or less. My question is, what do you expect market trends to do in 2024 between CBD and non-CBD? Thank you.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Okay. Okay. Starting by the end, Fernando, well, we expect rents in CBD to continue going up. I mean, our vacancy in CBD, including Lisbon, Barcelona, and Madrid, is like 6,000 sq m. So, you know, basically, there is not a lot of space available. And as such, the pricing power is high. And regarding new business areas, in all, in all, I expect the rents to be relatively flat, because there are areas which are improving a little bit. As commented, the A1 corridor is improving. But there are other areas like the A2 corridor which are going down. And in Barcelona, well, clearly, the 22@ is now for regular buildings, not for Torre Glòries, which is an icon. But for regular buildings, it is an area that is suffering in terms of rents.

You know, all in all, I believe it's going to be relatively flat. But only God knows because, you know, the activity in this first quarter has been, I would say, pretty high. I mean, it is surprising us on the upside. There is a lot of leads, a lot of visits. There is a lot of people now moving in the market or taking decisions about extensions of contract versus relocation. Let's see how the year evolves. Take into account one very important thing, which is that rents in our three markets are very, very low, particularly when you talk about no new business areas and peripheries. We are talking about rents which, in some cases, are a little tad above logistics.

So, you know, there is no significant worry about those rents going significantly below because at some point, they will reach zero. And at zero, they will rebound, I'm sure. So, you know, very interesting to see what will happen this year. Regarding the yield on cost of the Lisbon asset, I don't expect a 14% yield on cost growth in Lisbon for two reasons. The Lisbon side is a riverbank. And as a consequence, the basement or let's say the bedrock, the foundations of the building needs to be done through a very special technique called micropiloting, which is expensive.

Plus, in the case of Lisbon, like in California and other areas in the US, you need to go through significant anti-seismic protections, because it's an area which is above average in terms of seismic risk, compared to, for example, Madrid or the Basque Country. Not Barcelona, but Madrid or the Basque Country. So, you know, I don't think we will get to 14.4. However, that said, we are seeing tension in rents. We are seeing an eventual narrowing in the gross to net because more expenses can now be recharged to tenants. And, well, the market will dictate what is the level that can be achieved in a place like Lisbon. Regarding the capital increase, we haven't decided on the structure. Regarding size, very rough numbers. We need to develop 180 MW. That will require EUR 2 billion, more or less, CapEx. A little less.

Just to calculate a little bit in excess. So those EUR 2 billion, our idea will be to make a 50/50 composition of EUR 1 billion capital, EUR 1 billion debt. You may say, "Okay. But that is 50%. That will affect your 35% LTV maximum." The truth is that we believe that upon opening of the data centers, another EUR 1 billion of revaluation gains will be realized. So it will be at the end, it will be EUR 1 billion of debt divided by EUR 3 billion of value. So we believe we will significantly keep our numbers below the 35% mark, in terms of LTV. This is the way we want. Regarding structure, there is no structure at present. We are simply modeling bottom-up the company.

We are trying to provide quality information to the Board of Directors so that with that information, they can start negotiating process which, as commented, I believe a pipe is more an M&A transaction than a public markets transaction. There is a new entrant that, of course, wants the lowest price possible. There is an existing incumbent that wants the highest price possible. They will need to get to an agreement. We will simply witness that negotiation and, you know, praying for the fact that they get to an agreement and we obtain the funds we need in order to develop our cherished data centers.

Fernando Abril-Martorell
Analyst, Alantra

Okay. Thank you. Just, can I make a follow-up?

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Yep.

Fernando Abril-Martorell
Analyst, Alantra

Yes. You've mentioned the revaluation in data centers. And you've reported already in Q4 some value gains. I was wondering, what is the appraisers, you know, how are the appraisers valuing the data centers? I don't know, based on a stabilized gross rental income. You know, what gross yield are they applying, basically?

Ismael Clemente
CEO, MERLIN Properties SOCIMI

They are doing DCF, Fernando, like in every other asset class. And they are using exit yields at present in the region of 6%-7%, gross, which correspond to 5%-5.5%, more or less, net. This is what we are seeing. So in reality, well, as you have seen in our revaluation this year, only taking into account the existing capacity without attaching any value to the Lisbon side or to the extension of the Basque Country side, the revaluation has been pretty significant, in the region of 50%.

So, you know, very, very interesting data point in order to calculate the potential evolution in the future provided you can maintain the same yield on cost with which, in our case, given that the land is ours, at least for this first batch of development, should be, generally speaking, maintained. I mean, with the exception of Lisbon could be a little tad lower. But they will be more or less maintained. If you were to buy land in the open market, that is a completely different ballgame. But in our case, that we are owners of significant land, you know, we should be able, for the next tranche of development to maintain more or less the yield on cost.

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

Okay. All right. So the next question comes from the line of Thomas from Deutsche Bank. Thomas, the line is yours.

Thomas Rothaeusler
Analyst, Real Estate, Deutsche Bank

Yes, yes. I'm sorry. I'm sorry. I'm sorry. I'm sorry. I'm sorry.

Ferran Prat
Analyst, Real Estate, Kepler Cheuvreux

Hi, Good afternoon . One question, follow-up question on data centers, actually. Just wondering how the competitive landscape is evolving given the strong demand. I guess it's a kind of first come, first serve for power. Maybe you can provide some color on the development pipeline of your main tiers. Not sure if you have transparency here.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Okay. The sound was not really good, Thomas, but I understand you wanted an idea of the competitive landscape and how power is obtained in the market and what is the risk of not getting to it and what is the development pipeline at present. Well.

Ferran Prat
Analyst, Real Estate, Kepler Cheuvreux

Exactly.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Yes. Well, competitive landscape.

Ferran Prat
Analyst, Real Estate, Kepler Cheuvreux

Yep.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

There are two.

Ferran Prat
Analyst, Real Estate, Kepler Cheuvreux

What happened with the sound?

Ismael Clemente
CEO, MERLIN Properties SOCIMI

Okay. Regarding the competitive landscape, there are two very, very good incumbents that exist in the market which is Equinix and Digital Realty, as you can imagine. They entered the Spanish market through acquisitions, which is very good because they were very quick on time to market and therefore time to money. They bought existing incumbents in Spain that had their data centers relatively modestly occupied. They immediately improved occupancy in those data centers which is, of course, always a very good business plan. The only caveat of that is that those data centers are located in significantly dense urban areas. As a consequence, their possibility for repowering in those facilities is low. At present, they do not have too much capacity to offer in the market.

Does this mean that they will not react and go and buy extra land in a more remote location compared to the city center and develop data centers? No. Of course, they will. Of course, they will move and buy land and develop data centers in other locations in Spain. However, between taking the decision, obtaining the funding from the US because in those cases, those are multinational companies and will have Spain competing with other countries in terms of obtaining the funding, buying the land, entitling, getting the power, equipping, constructing, and obtaining all the licensing, etc., there is a very significant time lag involved, very, very significant time lag. I mean, I will fall shy of quantifying. But, you know, between 24 and 36 months, easily.

I mean, it is not easy to simply go and build a data center at present in Spain. Then, above and beyond the really established incumbents, there is a number of tier two data center operators that have been significantly reinforced in recent times by private equity. So we are talking about QTS. We are talking about Vantage. We are talking about Data4. You know, those competitors, of course, with the steroids provided by private equity will become very, very significant in the future. But again, they will need to go find the land, develop, and do whatever they need to do in order to have operating data centers. Availability of power. Availability of power.

While, generally speaking, Spain is a country which is abundant in power and particularly in renewable power, then for administrative reasons, for bureaucracy, getting that power is not an easy task, not an easy task. And in some cases, it is a really frustrating task. We have our own formulas of doing it. You know, that you need to check whether you want to be above the radar of going to the National Grid Authority or below the radar and going straight to the distributors. You need to take decisions. We have already learned, painfully, but we have already learned how to do things. And, you know, we will, of course, put that in practice in the future. But it's not that easy. Although, as commented, generally speaking, land or electricity in Spain is relatively cheap, relatively abundant. And the grid is relatively strong.

And the cabling, well, the cabling is fantastic, both internal cabling owing to Telefónica and all and also, you know, submarine cabling with other parts of the world. Development pipeline. I will, I prefer not to comment too much on that. I mean, there was a significant project in Madrid, two significant projects in Madrid. None of them are progressing at the pace we thought they would be progressing. Let's leave it there. I mean, not progressing very quickly. And in Lisbon, there was a very significant competing project happening in Sines, south of Lisbon, that, of course, was, you know, a very powerful rival to us. But that again, that project is now no longer progressing at the pace it was expected to progress for a number of issues, of legal issues, they have had in recent times.

So not a lot of competitive landscape at present, at present. I mean, I will refrain from making future statements. But not at present. I mean, if you want 20 MW in Spain of IT capacity, you don't have too many doors in which to knock unless you are an owner-user like AWS or Microsoft. And you have your own data centers in Aragon which, in the case of Microsoft, has not even yet started. And you know, unless you are an owner-user, not easy to find IT power in Spain in the way many other people would normally expect.

Ferran Prat
Analyst, Real Estate, Kepler Cheuvreux

All right. Thank you.

Ismael Clemente
CEO, MERLIN Properties SOCIMI

You're welcome.

Inés Arellano
Director of Investor Relations, MERLIN Properties SOCIMI

Okay. So there are no more questions. Thank you for being here for almost two hours. If you have other questions, please do not hesitate to come back to us. Have a good day. Thank you very much. Bye-bye.

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