[inaudible] Pierre-Emmanuel from Jefferies. You're now unmuted.
Yes. Thank you very much. Congrats on this deal. Actually, I have quite a decent amount of questions, I will limit myself to two to leave the floor to others. Just coming back on the M&A acquisition, the 17%. I see that the Argan portfolio is currently valued at roughly 5% and is basically in line with the primary market yield today, and there is no clear reduction on the portfolio except for the assets led to Carrefour today. Can you explain how you assess the valuation of Argan's portfolio in this context of current market yield in France and in a more subdued market? Let's read that way. Would this deal would have been relatively accretive, if you were a bit more marking to the market Argan's portfolio valuation?
Obviuosly you need to listen to what's the market is telling you in terms of cost of capital. We are not talking about the real estate only, we are talking about real estate, companies, and it is not based on any judgement of the future evolution about evaluations. We just built something where the mechanics [inaudible] for both [inaudible] within the merger. It creates substancial value for both [inaudible] groups. And the starting yield is 6% additional yield in 2027. A combination with having a strong, very well-experienced team in place with a lot of development activities we can activate the value strength of the WDP as ell and the cross-selling opportunity, we can have as well in the larger European group.
Perhaps, [inaudible] you mentioned that the reason why there is a premium and the stock market price an surely not a premium at the EBITDA value here the discount would appear that should affect the EBITDA initiative that should be costing 10 for the year.
Okay, understood. I guess the impact on the LTV based on this 6% yield would not be the same. It has to be taken into account in this deal in the end.
No comment.
No comment.
Okay. My second question is more for the Argan team. Just to understand the setup of the deal and the rationale behind this EUR 11 special dividends, why this structure has been preferred over a higher exchange ratio. The Le Lan family, do they have a lockup period after the closing of this deal? What would be the duration, the conditions of this lockup? Is the merger agreement fully legally binding today? Are there circumstances under which Argan's board could engage with a third party?
I just, [inaudible] we can say we can speak of both families that there are those founding families who are more than 25 years active in their company. Let it grow, they supported all the time. Selling it, asking for a three or six month blockers has no value. They are there, they ere there, supporters the last 25 years. They will support us. Of course, taking into account their patrimonial values, but they will, let's say, help you to support us. I would say they bring logistics, and it's everything they know.
I would also add that the merger agreement is only subject to both EGM approvals, from each shareholder on both sides, before binding voting commitments, and then the next obtaining some customary regulatory approvals and the confirmatory tax ruling.
On the integration side, you mentioned integration of annual euros, which will take place before the merger, and it should by Arnold, and [inaudible] from capital; return feedback in order to optimize synergies of the two companies. Clearly as part of the integration an calibration strategy. When is control, that might made to of our shareholder. And we need that as well to make sure that we respect a win-win situation that John mention, big connection, and win-win situation which optimizing key IFR and the earnings pressure, substantial benefits in the future for both, to be the, I think it's very important that at the time, nobody is selling something.
We all need now exchange shares, exchanging shares based on better price earnings, and that we can create a new fundament , a new basis, and then grow further together. I think we all know, as we say a lot of times, sharing is caring, That is what we ill do in the future, sharing is caring.
Okay, understood. Thank you very much.
Okay, The next question is coming from Frederic from Kepler. The line is open for you now.
Hey, good morning, everybody. Congratulations first on both teams. I have a few questions, if I may. Maybe the first one, can you guide us through the history of discussion? Since when have you really started to formally engage?
About the execution, Frederic?
Can you hear me?
Can you over walk the history of transaction?
The history? History is more than 10 years drinking coffee together, learning to know, to get each other, to understand each other, to really view and see that e have really the same DNA, that we are speaking the same operational language. That is, the real history of the deal happened. At a certain moment, you feel that there is a box go a little bit more concrete. At a certain moment, people ask the other to tango, and yes, you need two to tango, and if somebody asks you to tango, you need to do it. It's never the good moment, an it's always the good moment. We started detail negotiations between the two teams and then realized yesterday evening, we can something unique deal.
Understood. I understand that Argan was more approaching. Maybe a question on other financing, because you mentioned that EUR 10 million synergy would come only from a financing point of view. In parallel, we know that Argan's debt is mostly composed of secure funding, so mortgage-related type of funding, which accordingly is cheaper. I'm not so sure I understand how you would be able to get lower funding on that basis. Can you explain? Thank you.
EUR 10 million synergies are composed of long-term operational synergies, difficult synergies you can gain in terms of lifting quarters overheads, et cetera. A long-term is coming from some optimization, and other rest. Obviously, we have, because of our larger balance sheet and more diversification. We have a credit rating that is much higher at the A3, and we can calculate the net that we see we can capture that in the short term. These models about the mortgage and also some other debts increase as well.
It's right, we can think from the local taxation, the post debt. In our industry, we have some refinancing of debt in one, two years, and for which we refinance. We could benefit from the rotation of the Tripple A, above our position.
Understood. Well, I understand technically the mid to long-term benefit, of course, but I'm just struggling to see short-term how the marginal cost of debt could be even lower than the secure funding. Okay. Anyway, I take it from there.
The next question would be [crosstalk]
[crosstalk] -on the LTV that you mentioned.
There will be a substantial refinancing in 2026 and 2027 impacting the Argan per share, and that's included in the EUR 6 per share assumption of net EPS for Argan for the next year which is right with the consensus. We and then offset all of that impact by our credit rating in the short term. That's how you should see it.
Okay. On the LTV side, the 1% impact that you mentioned, does it take into account the exceptional dividends and the pro forma disposals? On the disposal, at which yield do you assume the disposal to be done?
Yes, this is factored in, the performance impact, which is 2%, +1% total and 0.3%. That really factors in the exceptional dividend distributed by Argan prior to closing. Also, by the end of next year, disposals of around 250 million at the group level into this current evaluations , yeah.
Okay. Thank you. The very last question, more helicopter view. I understand your presence in France and being very vocal about the Greater France. I'm just wanting to know, what do you think about getting bigger exposure to a country where actually there could be more standstill or sluggish activity ahead of the upcoming presidential election? Thank you.
Yes, there are always macroeconomic and political short-term turbulence is possible, but that is everywhere. I think there we have also had turbulence in Belgium, in the Netherlands. Therefore, I know you're much more well-spread company. There is less focus in one region. If something happens in the Netherlands, then you can say, same. Now we are a well-spread company. Yes, we have more or less temporarily like in Germany last year, temporarily political turbulence, uncertainties. But we are there for the long-term. We are there. We buy, and we buy, because it is important for logistics. For the logistics infrastructure. Ew know this from the short-term, only because the economy is going up a little bit, or going down a little bit.
Yes, I think in general, even executives, where we can say that we see a lot of good activities that I say that the logistic world over again. We can do again a lot of very nice acquisitions, development, redevelopments, and so on. Yeah, on the other hand, we still live, we do Belgium, and let's say, the stock build up, right, when the economy goes up, the macroeconomic stock build-up that you live. Yes, we made that, let's say, today in our portfolio, and that can have a central, but I would say, that is better homework, because they have a 100% occupancy rate. We have a little bit less.
Therefore, we look longer, we look to those logistic and industrial fundamentals. I would say it's the same when we entered the Netherlands in 2010. That, everybody said, [WDP], what are you doing now, going to the Netherlands? Nobody believes in anymore. It is a polar country and we were the first to enter the country. Well, today, it's one of the most nicest parts in our portfolio, and everybody is happy, even if in the short term, there are some good services, just having last year it was Germany. Now with France, next year the Netherlands, who knows? Everybody and our clients, they do to those uncertainties. Volatility is the new normal, and the people have to live with it. Our clients have accepted it and live with it.
If I may add to that, I just tell you the merger between two companies which are already very robust. Also is a fragile as well at all. That's the leading company in the sector in France. The original combined group obviously will have the capacity to address an enlarged market, to unlock land bank capacity. And between the quality of the portfolio and the irreplicable assets owned by Argan at this stage, bring to the combined group strength in France, obviously, with 68 million inhabitants. GDP of EUR 3 trillion, that can have a large energy capacity. The strength of France that just short-term but long-term for the combined group will obviously bring benefits to the entire shareholders.
Thank you. The next question is coming from Charles from UBS. The Line is now open.
Yes, good morning. Thank you for taking my question. Just two questions from my side. First on looking at Argan's portfolio, I think there's no vacancy due to the type of asset and build to suit, and average residual lease term is around 4.9 years. Would you expect the vacancy to increase toward the market average, which I think in France as of end of June, per CBRE is roughly 7% over time? Do you think that the portfolio is generally positioned in a way that should justify very low vacancy? Thank you. That's very interesting. Thank you.
My second question is on the land bank, which, Joost, you mentioned as a key driver during your presentation. Going through the disclosure, there's not as much detail on the location of the land bank. Is it mostly around the Ile-de-France region? Is it spread across the market, is it mostly on the existing assets in terms of extension of proven sites or new green build area? Thank you.
let's say I will answer. Our land bank, because of that, we did not only work on the merger first six months of 2026, we also worked internally very hard. WDP is also on its own now that they're creating a new Western European land bank. There, we will really create a new land bank from the Northern Holland, and France, over Breda an towards Paris and Toulouse. That will be our new land bank. Above that, there is a big land bank with not only, I think, the location is important, but also, for example, two of them are really near and beside the park of us. In Bornem, we bought two years ago the big park, well, Argan have the land beside so we can enlarge our WDP existing park. It's more than just a land bank, but it's also how adjacent locations to ours.
The land bank for you, we may share the under 750,000 sq m of land bank. As a shift, we track an extension existing property now, combining WDP and extensions for new, obviously, developments on the other side, but I can remind you as well that Bordeaux has not increased WDP that much in the developments, you know, developments. We want to reach the correct valuation on those for you. We want to secure it is before the future developments. We have online and locking a land bank through access on capital, but also keeping an eye on the capacity rate. No doubt that the combination two works, we will keep, for the same basically, no chance in the risk profile of the company.
Thank you.
The next question is coming from [inaudible]
Yes. Good morning. Congratulations to both Argan and WDP. Two questions on my side. First one is coming back on the EUR 450 million of disposals. I understand you expect to sell at current valuation, you're not mentioning the assumed yields. Maybe you can provide more detail on the timing and the geographic considerations for these disposals.
We have needed analysis on which type of assets we will sell. So we moved it, and start the process, of course. You consider non-core assets which scattered across the entire group in nine return divisions in general as non--core assets. Also to move that on a standalone basis, as you have seen this year. Return of the portfolio going towards 10 million, and now also more active portfolio rotation, with a target size of 1% to 2% of the portfolio per year. We can also implement as a value driver, as we have already executed upon this year. And the total CPM efficiency test against the 30 billion platform above normal. The idea is to realize it, let's say, by the end of next quarter.
Okay. Thank you. Maybe a bit of a different question with regard to allocation to Romania. Considering the increasing size of the portfolio, do you still see limits to the allocation you want to do under the Blend & Extend plan? Do you believe that with the dilution of Romania within the combined portfolio, there is room to do more, seeing you have done quite a lot in Romania over the last 12, 18 months. Do you see room to allocate more capital to this country?
Okay, because I see an all behind the team. There's Romania, in middle, the developers an investor market dominated by WDP and our colleagues of CTP. In Romania, we anticipate a sort of natural demand coming from the existing tenant base, so that we can further activate the land into two, three developments, and Romania will then take its fair share of the ongoing new investments.
We have the next question from [inaudible]
Good morning. I just have a couple of questions. First one is basically the strategic rationale for acquiring Argan, obviously, very focused on France. France has been exhibiting signs of a relatively weak European industrial market from an operating fundamentals point of view. New take-up is down around 25% in the first half of this year versus the five-year prior average. How do you think about this as part of your underwriting? I know you touched on it from a political point of view, some more details would be helpful, especially where you think market rent growth will be versus your existing markets, Benelux, Romania, et cetera. Okay, understood. Thank you. Just a quick second question, if I may. It's just on the synergies. Just want to understand a bit more detail. I know you touched on it.
The EUR 10 million synergies, you're saying around one-third is operational and the other two-thirds is around the funding cost, which you discussed earlier. Just to understand correctly, that's around EUR 3 million over the EUR 15 million, I think Argan has in its G&A. Is that a correct understanding? I would have expected it to be a bit higher. Okay, understood. The last one, a quick one. Just want to understand how we want to think about capital allocation. Between completing the existing pipeline, accelerating the French land banks, I think you mentioned around 1 million sq m buildable area now, and entering Italy and Spain. That's clear. Thank you.
The next question coming from Florent from ODDO. You're now unmuted.
Yes. Good morning. Thanks for all this explanation. Actually, I would have only one question, maybe for Argan. My question would be as follows to a discussion with some investors. Why for Argan shareholders, this is the best offer to be accepted, given that this offer value Argan still with a discount on the NTA. Given the high quality of the portfolio and the team at Argan, maybe we would have been able to imagine some offer, maybe more closer to the NAV. That's my question.
[inaudible] the point is very clear. The [inaudible] of the shareholder of selling the company, we are merging and combining and teaming up together with, because you need to combine two groups, you have to decide on a win-win situation, we can maintain a combination of two successful and market groups. That's calibration of the transaction, and that's the way we try to achieve it through this swap of share of three for one, and dividend distribution of EUR 11, which will be a tax special an cash return. That's the calibration of a win-win transaction.
Nobody is selling, we are joining together as a service, benefit on a service basis, and that basis is indeed driven by price earnings. But more important, definitely also is for our now shareholders that also they think that together they can grow faster in dividends and in growth of NAV. The growth can be faster together, that nobody is selling. We are just changing the shares.
Okay. Thanks for that. That's very clear. Thank you.
The next question is coming from Marios from Bernstein. The line is now open for you.
Great. Thanks very much for the presentation and my questions. I've got two questions remaining, kind of technical in their nature. First of all, on the debt, are there any change of control clauses we need to be factoring in when considering the combined entity?
Yes, and also that debt is subject to change of controls clauses, but to note that there is a very strong overlap in lending partners with the WDP lenders, and we are confident in, you know, in those change of control clauses. To note that the group has substantial liquidity an also very solid access to the bond market as well. We have always several offers on the table in terms of additional financing events. Francis, do you want to also make a comment on these change of control clauses with the debt?
Yes, but we are continuing to the confidence that to leave the structure as agreed as a sensitivity to eventually we move some of them.
With regard to the merger details of the significant and the change of control properties, we just have the subject of the votes, and the shareholders proposed two votes prior of the merger. There is no condition that will allow any to control bank agreements, we are doing that through waivers, and that condition the transaction of the merger.
Okay, perfect. Thank you. Just secondly, can I just check on the required French tax ruling details there if there's any risk from a SIIC perspective as well?
No, we are behind that technical point, right. Should I remind you that obviously, the strength of the company group is to combine as well tax regimes within the country in Europe. In France, we benefit from the tax regime. Having ultimately Argan as standalone right now as regulated and listed company, we want to maintain this tax regime and to be tax neutral. That's the tax rate of the [inaudible] agreement within the coming months and after the general meeting.
Thank you very much.
Next question is coming from Mark from Bank of America. Mark can you please unmute the microphone on your computer.
Yes. You can now. Good morning, everyone. Thank you very much for the presentation. Very appealing transaction. Just wanted to ask about the governance because, as you have highlighted several times, you want both companies to keep your entrepreneurial and family-led culture. What would be the board and management committee composition on day one after the transaction? Which families and which companies will be represented?
Operationally, let's say, the group structure and the group management stay the same. Like I said, we will plug in France as a fourth platform. We will integrate the Argan platform within the WDP network. But then it will be at a local, at the French level. We will of course combine Argan and WDP France and make one company of it, one country for us, with one country manager. But then, for the rest of the group, nothing changes. At the board level, there will be a representative of the [inaudible] Family will come into the board, like we have now, as two members of the third generation of the family [Depauw] also in the board, since Tony has passed away a year ago.
What about the representation at the board of director level? You mentioned two representatives of WDP and only one of Argan, and it will be one of Predica, I guess.
With that the implementation of the board of directors, you mentioned two representatives. I guess, with one, there will be no representative on behalf of the direct, with considering.
Excellent. Thank you very much. I appreciate the answer.
The next question is now coming from Wim Lewi KBC Securities Can you also unmute your microphone, please?
Yes. Hi. Congrats from me on the result of this, I guess, over 10 years. If may I ask you three questions. The first one is on the EPS guidance. If I understand it well, you say it is 2% accretive from the first year of full operation, so that is 2028. Can you give an idea on the impact of 2027 from a WDP point of view on EPS?
No, it will be limited, and that's why because, we don't know yet the timing, the speed of implementation of the synergies. That's why we say it will be in the first year of operation +3% and slightly positive in the first year. We will work on it in 2027 to realize it in 2028.
Okay. Can you give just an idea of what kind of costs you would run into in 2027? Are we thinking about legal costs or corporate finance teams, or what would be it?
The synergies is limited [inaudible] combined group of 560 million [inaudible].
Okay. All right, fine. Moving on, we have spoken a lot about the financing opportunity, and that is also the way I see it. Argan has this nice land bank, obviously very good network in France. Can you say that you could, and I think I already heard that you can accelerate the land bank, as Argan was kind of in an asset rotation position where you have to sell assets and then develop.
Can you give an idea of the 750,000 sq m in GLA, what kind of horizon, let us say before 2030, what kind of size you could develop or any timing on development, if you have an idea on that?
The other P&L are more and range in and can do more financing resources and can grow double the amount, which they currently do. The current run rate can be doubled with the team. We frankly have the team now again, that's very important in our combined group. Not just the team can come from the market. Again, we are combining two very strong groups, the P&L, and the issues will not take additional risk, which profile again of the combined group.
We want to do development, but we want to do it combining it and offering it to the market. In trilex, and not talking to additional risk. That's the transaction. But to your point, we are capable of achieving EUR 200 million of investment for our, I can target one other for next year, for 2027. We can obviously do more through access, the capital and partial unlocking of business.
That is the real value beyond local.
Yeah. Thanks, Joost. A good bridge to my next question is, the way you also put it, if there is a cross-selling opportunity into the other side of France, Italy, Spain, can you give some examples? I can imagine Carrefour is big in Spain. Is that the way we should look at it, that you can gain access to certain tenants from Argan, which you then can use to develop in Italy, Spain? Can you give some more examples of those potential clients?
Understanding is correct. That, currently we have a strong claim base at home, and obviously we are shutting at Carrefour through the campaign group, this traffic exposure of Carrefour. That's for the spread election. We reduced 25% and 26% of Carrefour exposure in terms of revenues, but the campaign group exposure working own to 8% or 10%. With a strong claim base paid off Carrefour, we are also with a good customer. We also have a strong international brand and players control that are keen to accelerate and develop with Italy, Spain, Italy, Benelux to these areas. And in-house developments of the throughput can achieve that for sure, we will achieve that.
But its too early to complete that details, we first have to combine, do the combination work an then we can start the next line.
Okay. Sorry to be impatient. Last question is, you said France is a very important piece of the puzzle in the European network. The other big piece in the puzzle is Germany, where you have also said this is a target area for you to grow. I think also if you want then open up roads towards Eastern Europe. Can you give an idea, is that now a bit on the back burner since you have obviously this big integration on hand? Or unless there is like a big distressed sale coming up that you say Germany is not the priority at the moment.
No, Germany is flying. We have established the team, they are looking into the deal, and yesterday all is very positive about Germany and about the possibilities in the pickup out. We di not work only of the mergers and of, Spain and Italy. They re-established the team, they are marking their plan, and in Germany we have the team. They are really working good now, and we are sure that we can come with goo news about Germany. It's not that we will do less in Germany, no. We continue what we will do and what we have planned before.
Okay, thanks a lot.
At the top, at random contract, last front present in terms as well, and cross achievement that we can achieve between the two companies in a combined manner. Germany is again successful and we strength from the presence of [inaudible].
Okay, thanks a lot. Good luck.
We have two more people on the queue. The next question is coming from [Neeraj] from Barclays. Your line is now open.
Morning, everyone. Just a quick one from my side. I wanted to check if this merger contest changes control for recently issued Argan bond as well. Does that mean you may need to pay that bond ahead of the 2029 maturity?
The Argan 2026 bond will be paid after completion of the merger accord that is scheduled in 2026, and the Argan 2029 bonds, we do not need to ask approval, but there is, due to the merger, a change of control option they could exercise, which is at the their discretion, of course. But the indicators are similar to the bonds in which we have, and get in return exposures to a company which have a rating of three notches higher, and also we have more sufficient liquidity and access to liquidity sources, even at a lower spread.
Got it. That's all. Thank you.
The final question is from [Amal] from [inaudible] The line is now open for you.
Good morning, and congratulations to both teams. Just a question on the topic that is dear to me on ESG. I do think that Argan has developed a strong expertise, and they have this Autonome standard for new warehouses. How do you discuss perhaps the way that this, let's say, high ambition on self-sufficient warehouses could be expanded into the entire portfolio? I do think that Argan has set in the past a very high ambition going forward when it comes to the ESG features of their warehouses. Is this something you have discussed for the combined portfolio?
I think in this way to use all the capacities and capabilities of these groups. I think we both have our idea of delivering additional energy solutions to our site and having a high ESG standard, and we will learn from each other further. But then, it means for the next step, when the merger is realized, then we can start really, because we were, and don't forget, both the companies, we have to be careful. Those things are for post-merger, and then we can really start and put all the teams together to learn from each other to see how we can do better together.
We consider Argan is a leader ahead of the market for community energy and ESG issues. Autonome is a brand that we can stand for Argan. We will operate in France with the brand, Argan. We will still capitalize Autonome, you know that we are fully convinced that, that was an idea, [inaudible], a year ago, being the head of the market, which means main, means companies advantage. We will stretch it as both, say, something we are ready to widespread within the combined group, keeping this advantage as a companies advantage.
Okay. Very clear. Thank you very much.
There's no one else currently in the queue, and we also want to be mindful of time. There are more than 400 people in the call, and there's some written questions, most of them related to the dividend that they were already to the dividend that they already addressed by Erik. We will come back to you offline by email. Before handling over the word to Joost, there's just one question if you're still happy with our participation in the Nord, and then you can conclude the call.
Of course, we are still happy with our participation in the Nord, because then we can still say, and I think this is an important thing, that European view that WDP can offer solution from Helsinki to Madrid and Rome. That is capability in the Nord. Thank you Alexandra, and thank you everybody for listening and asking all your questions. I can just say, guys, end of January, I think we are tomorrow delivering today. I think both companies Berthard in the H1 of the year of their own operations with very good results and very good perspective. There we see a lot of possibilities further, and I think we have very good prospects for the H2 of the year. Even in those volatile times.
We really work now with a vision for tomorrow. That's very important today, and I can stress that we will blend companies. We don't buy dry assets. We blend companies, companies with assets, with clients, which want to grow nationally and internationally, with a combined land bank, with developer knowledge, with both a good brand. There are enormous possibilities in the short term, but also in the long term. That is really important. That made me so proud that the CEO of that new group that we can really further create value together, and that indeed, it looks for one plus one plus one. The team, that is really, like we always say, a textbook example of a beautiful project that we will realize together.
I just want to thank the whole team of Argan, the whole team of WDP, and all the other parties worked day and night the last months of this unique project that we could realized indeed just in time before the French holidays passed. Therefore, thank you everybody, in order to have done all that hard work. I think we are all so proud today that we are here, and we count on your vote in November. Thank you and have a good summer, and see you back in September.