Earnings call: Wereldhave reported a 6.5% increase in direct results

Wereldhave, led by CEO Matthijs Storm and CFO Dennis de Vreede, reported a 6.5% increase in direct results for the year 2023, reaching €1.73 per share. The company announced a proposed dividend of €1.20 per share for 2023, reflecting a 3.5% increase, with a forecasted growth to €1.25 per share for 2024.

Tenant sales rose by 7%, and the company delivered four Full Service Centers on budget. Wereldhave made its first significant acquisition since 2020 with the Polderplein shopping center and successfully issued its first US Private Placement Paper since 2017. The outlook for 2024 includes a direct result per share of €1.75, despite higher financing costs and the dilutive impact of share issuance. The company's strategy, LifeCentral, showed progress with an increase in mixed-use space and successful transformations, leading to higher gross rents and footfall.

Key Takeaways

• Direct result per share increased by 6.5% to €1.73 in 2023.
• Proposed dividend for 2023 is €1.20 per share, with a forecasted increase to €1.25 for 2024.
• Tenant sales grew by 7%; occupancy cost ratio remained stable.
• Four Full Service Centers were completed on time and within budget.
• Significant acquisition: Polderplein shopping center.
• First USPP paper issued since 2017; first equity accessed since 2015.
• A direct result per share of €1.75 expected for 2024, despite higher financing costs.
• Loan-to-value ratio ended the year up by 30 basis points from December 2022 but down from June 2023.
• Occupancy rate stable at 96.6%; convenience retail exposure increased from 51% to 66%.
• Rental growth in core portfolio was 8% on a like-for-like basis.
• Full Service Centers outperformed traditional centers in total return, leasing spread, tenant sales, and footfall.
• Dividend per share forecasted to grow by 4% to €1.25 in 2024.
• LifeCentral strategy showed progress with an increase in mixed-use space.
• The company is exploring growth opportunities, including potential new markets outside the Benelux region.

Company Outlook

• 2024 direct result per share targeted at €1.75.
• Dividend per share expected to increase to €1.25 in 2024, a 4% growth.
• LifeCentral strategy includes exploring new markets outside the Benelux region.
• Focus on disciplined capital allocation and reducing loan-to-value ratio.
• The company is exploring joint ventures, particularly for Full Service Centers.

Bearish Highlights

• Higher financing costs and dilutive impact of share issuance affect outlook.
• Economic circumstances are weakening, with some tenants facing difficulties.
• French investment markets are relatively closed, affecting the timing of disposals.
• Removed longer-term growth expectations due to changing market conditions.

Bullish Highlights

• Tenant sales and rental growth in core portfolio are strong.
• Full Service Centers are outperforming traditional shopping centers.
• Increased exposure to convenience retail, targeting 70% to 75%.
• Progress in mixed-use space and successful center transformations.
• Strong pipeline of deals expected to boost occupancy in 2024.

Misses

• Occupancy at Vier Meren decreased due to transformation, despite rental uplift.
• Longer-term direct result per share growth expectation removed for 2023 and 2027.

Q&A Highlights

• Wereldhave is open to joint ventures with financial investors for Full Service Centers.
• Vacancies in the Dutch market are not harder to fill; occupancy expected to rise in 2024.
• The company has flexibility regarding the dividend payout ratio.
• No ongoing discussions about potential acquisitions outside core markets.
• Guidance for 2024 does not include any disposals or acquisitions except for the sale of Meriadeck in Bordeaux.

Wereldhave (ticker: WHA.AS) remains committed to its growth and transformation strategy, with a focus on strengthening its balance sheet, maintaining a stable occupancy rate, and pursuing strategic opportunities for expansion and improvement of its asset portfolio.

Full transcript - None (WRDEF) Q1 2023:

Matthijs Storm: Good morning, ladies and gentlemen. Welcome to the Wereldhave Full Year 2023 Results Webcast. I’m here today with our CFO, Dennis de Vreede. Familiar to many of you, I’m Matthijs Storm, the CEO of Wereldhave. We do the usual format. Dennis and myself will guide you with the slides in this presentation deck through the results. And towards the end of the presentation, there will be an opportunity to ask questions. However, whilst we are presenting, you can already type your questions in the text box in the bottom of your screen and we will go through all the questions towards the end of the presentation. With that, I’d like to kick off and we go to the key messages directly of the 2023 results. As you have probably seen already, our direct result comes out at €1.73, which is about 6.5% of growth versus last year and well within the range that we communicated in October with the Q3 results, proposed dividend per share, another year of growth, plus 3.5% to €1.20 that will be voted at the AGM in April. I think important the third bullet, tenant sales up 7% versus 2022. Of course, we produced 8% like-for-like NRI growth that is a burden for the retailers, but underlying there is also 7% sales growth. And as you will see throughout the deck, our occupancy cost ratio is roughly stable, slightly up. We still think we are at a very affordable level. The fourth bullet, positive evolution of the Dutch valuations. I think if you compare to the market and also the news you see in the press, I think it’s quite positive that particularly in our Dutch portfolio, we have a positive valuation result, but also for the Wereldhave portfolio as a whole, we have a positive valuation result for 2023, also the first positive indirect result in about 10 years, which I think certainly helps. Four Full Service Centers delivered last year, all on time, within the budget and on average 94% leased. Of course, that also helped contributing to the valuation result amongst others in the Netherlands. In December, we announced the first significant acquisition since we launched the LifeCentral strategy back in 2020. We acquired in Hoofddorp shopping center Polderplein, which is the 50% of the covered mall in Hoofddorp, a suburb of Amsterdam that we did not own already. So now we’re the 100% owner and in that webcast we already gave you the insights and the KPIs that we expect on that acquisition in the coming year. Also 2023 was a landmark financing year. Dennis will tell more about that later. We had our first access to equity since 2015 and we also issued our first USPP paper since 2017. So it was a while ago and it’s good to be back in the public capital markets. Finally on this slide, our outlook for 2024 is a direct result per share of €1.75, that’s another year of growth despite the impact of the higher financing cost, but also despite the dilutive impact of the share issuance that was related to the Polderplein acquisition last year. If we then go to the key numbers, I won’t go through all of them, but as mentioned, direct result per share plus 6.1% and the first positive indirect result for the first time in more than 10 years. Our loan-to-value, we’ll also get back later to that in the presentation, slight uptick of 30 basis points versus December 2022. However, versus the 30th of June, there is a significant decline. Dennis will tell more about that later. If we then go to the results themselves, rental growth for our core portfolio, Netherlands and Belgium, 8% rounded like-for-like. I think that’s a very positive figure and I think most of you – many of you will understand that’s mostly driven by indexation because if you look on the next slide, you can see that our MGR spread, our leasing spread is roughly flat, minus 1.5% in the core markets. So it means that the rental growth has been driven by indexation. Our occupancy rate at 96.6% is also roughly stable versus last year. So indexation has been the key word driving the like-for-like rental growth. Last, but not least, if you look at our leasing versus ERV, I think those of you who have already dived into the numbers can see that the valuation results were mostly driven by a positive evolution of the rental values in the valuation. What you can still see on this slide is that we’re leasing significantly above ERV, 10.6% despite the increased ERVs, still a sign I think that we look with conservative glass – with conservative glasses towards that valuation. Dennis will tell more about that later. Then Full Service Centers. We changed the layout of this table a little bit to make a difference between direct result, indirect result, but also the operating performance. If you look at the total return, which is in the midst of the table, of the Full Service Centers versus in transformation and shopping centers, you can see that the Full Service Centers with 8.1%. They surpassed the threshold that we apply internally and also produced a much better result than the traditional shopping centers, which we think is important. Next to that if you look at the operating performance that we track, you can see that the leasing spread was flattish versus negative for the other categories. I think also from a tenant sales perspective, clear outperformance and the same for footfall. So, so far, the nine Full Service Centers that we now already own, which is a significant group, it’s more than the eight in transformation and shopping centers, is clearly showing the outperformance. If we then go to footfall, you can see both in the Netherlands and Belgium we’re roughly performing in line with the market. If you go back a little bit more in the history, I think, many of you know that during COVID we outperformed on footfall with a more convenience driven offer versus some competing malls and certainly versus the high streets. What you can see in the current environment is that we are performing more or less in line. If you look at tenant sales, as mentioned, up 7%; little bit lower for Belgium, little bit higher for the Netherlands. Of course, that is also driven by the inflation. But I think if you screen on certain categories in particular, for example, F&B, which is an important category in our strategy; it’s the number one category that we are expanding both from a qualitative, but also from a quantitative perspective in the LifeCentral strategy; it’s positive to see the evolution of those sales. I already mentioned our exposure to convenience retail, you can see that in this slide, when we started the strategy, we had about 51% exposure to the nondiscretionary retail, convenience retail, daily life; that’s all the same. We’ve increased that with our strategy now to 66% and eventually we think it will go up to 70%, 75% because we are focused with our offer, the Full Service Center offer primarily on the primary catchment area. And as you know, we’re replacing amongst others multi-brand fashion with mixed use. We’ll come back to that later in the presentation. Short leasing update on both the Netherlands and in Belgium, as I mentioned already this morning in the interviews, it’s a polarizing market. So, what you see in the media and in the newspapers is some bankruptcies in the Netherlands, in Belgium, in France and I assume also in other European countries. So far these are retailers that we already flagged red, so to speak, when we produced the blueprints. These retailers make space. They provide space for mixed use or other retail tenants. And so far if you look at our occupancy and leasing performance, I think, you can see that the evolution for us is actually quite positive if we can replace those bankruptcies by stronger retailers and the names are all mentioned on this slide, I think, it’s good for the company and also for the strategy. If we then look at the occupancy cost ratios, 11% in Belgium, 13% in the Netherlands. Particularly in the Netherlands a slight increase because, of course, the rents increase stronger than in Belgium, but also the service cost increase as service cost is also impacted by rising wages. It’s also impacted, of course, by energy prices and that has an impact on the OCRs. Still if we look at this picture overall, we think we have a healthy OCR. There are some outliers, homeware and household in the Netherlands should be a bit lower than 15%, for example. But in other categories, we have some upside. So I think overall on average, rather a healthy OCR. With that, I’d like to hand over to Dennis.

Dennis de Vreede: Thank you, Matthijs. And welcome also from my side to everyone. If you look at the NRI for this year, that went up with about 10% as Matthijs was saying, mostly driven by the Netherlands. As you can clearly see on this page, €7.5 million increase in the direct result in the Netherlands in the NRI, I should say, is a 13% growth compared to last year, mostly driven by, as Matthijs said already before, indexation; but also the sales based rent impact was contributing to that increase. If you look further at the page, I would say the increasing interest expenses are very visible on this page here driven obviously by the higher cost of debt during 2023. All in all, still resulting in a 6.5% increase of our direct result over 2023. That brings me to the next slide. For 2023 we will propose a dividend of €1.20 per share or a 3% growth compared to 2022. This represents a 73% payout ratio compared to 71% last year. And we try to stay a little bit below our 75% to 85% dividend policy as we have not reached the LTV target yet between 35% and 40%, which we are pushing for. For 2024, our outlook is €1.75 per share direct result and we believe we can keep that stable into 2025 despite the increasing effects obviously of our financing cost and I’ll tell you a little bit later about that, but also despite of course the fact that in 2025 the Dutch government has decided to abolish the FBI regime. For 2024, we do forecast also 4% growth for our dividend per share to €1.25 per share, which is still a little bit below the 75%, but I would say a nice growth for 2024 dividend. With that, I hand it quickly back to Matthijs for the LifeCentral update.

Matthijs Storm: Yes, thank you, Dennis. Progress during 2023, you can see it also in the bar chart in the bottom right. We’ve increased mixed-use now to roughly 14%, it’s increasing step by step. And as a reminder, we’re replacing typically fashion with the mixed-use in our centers as part of the LifeCentral strategy. Last year four deliveries, on average 94% leased as already mentioned. I think so far with the nine Full Service Centers we have in place, we’re very satisfied with the results. Some examples of the recent deliveries, De Koperwiek and Capelle aan den Ijssels, for those of you who have attended the Capital Markets Day, you visited this asset. It’s a suburb of Rotterdam. I think it’s interesting to, of course, look at the pictures on the right-hand side, but also at the results, on the bottom left-hand side. You can clearly see what we do here is posting the KPIs versus pre-transformation, which you can clearly see, if you look at gross rents, for example, up 30%, but also footfall 5% higher. Mixed use increased to 15.5%, I think this is a very nice example of a successful transformation. Purmerend, north of Amsterdam, very close to Amsterdam, actually a suburb, a shopping center, Full Service Center now, the Eggert. Also here, if you look at the KPIs, I think what is remarkable is here 15% growth in rents. But also if you look at the mixed use now 16.4% center is 95% leased. And I think with the discussions we’re having, where we will be approaching the 100%, I think also a good example. Then we go to Belgium, in Genk, which is one of the more difficult cities in Belgium, Genk, a former mining city suffering some employment and low spending power. But also in a location like that, I think a Full Service Center transformation can work. I’m not going through all the numbers, but this has been a center since we acquired it about 10 years ago, which has always struggled in terms of occupancy. Particularly, the extension that was built 10 years ago was never fully leased. Occupancy has always been between 80% and 90%, but typically around 80%. And now we’ve managed to reach a level of 92%. And actually this year, we think we can reach a level of 95%, which would be a very good performance, I think. Then going back to the Netherlands, in Hoofddorp, we delivered the Full Service Center, the Vier Meren. And as you know, we also acquired the other part, Polderplein. Also here, I think the numbers speak for themselves. Also, if you look at the pictures on the right-hand side, we’re now leasing, as we speak, the last couple of available units. We’re at an occupancy of 94%, but this is the strongest location in the Wereldhave portfolio in the Netherlands, together with Liege in Belgium. If you purely look at the data in terms of population growth, spending power, et cetera. So we’re confident that we will have a success here. If we then go to the LifeCentral strategy. Overall, this is a slide that some of you might recall from the Capital Markets Day, but we updated the slide. Of course, you can still see that the whole bucket of Full Service Centers, 2023 versus 2022, is clearly outperforming on footfall, on total return, and on retail sales. As a reminder, we focus on total property return because it’s not only about the income growth, it’s also about the value growth of the Full Service Centers. We do believe yields should come down after the transformation because we derisk the asset. And if you look at our valuation results, particularly in the Netherlands today, you can see some evidence of that. If we look at the CapEx, we’ve now almost invested 70% of the CapEx. Dennis will zoom in a little bit further when we talk about the financing of the company. We have about €94 million to go. We spread that over the coming years. But this is also one of the reasons, and we’ve also mentioned that in the press release, why we focus more and more on Phase 2 of the strategy with the acquisition of Hoofddorp, Polderplein in December, but also, hopefully, more acquisitions and external growth in the coming years. For every capital allocation decision, whether it’s an investment in the existing portfolio or an acquisition. We look at our internal IRR framework. What you can see is that we raised the threshold from 7% to 8%. When we started this strategy, we were at 6%, and in the meantime, we are at 8%. I think, obviously, because interest rates have gone up. As a reference, we always use the Green Street rated average for Continental European retail, and you can see the numbers in this deck. Following this strategy, we have one project on hold which is not reaching the hurdle. We will do our utmost to make sure that the IRR, the unlevered IRR, will be 8% or higher so that we can invest in that project. And like last year, we still have one asset in the Benelux, which is held-for-sale. Yield compression, as I mentioned, we focus on the total return of the Full Service Centers. And an important element is the evolution of the yield in the valuations of a completed Full Service Center. What you can see here in the pink bars for Netherlands and Belgium towards the bottom of the slide is that market yields, of course, at least according to Cushman & Wakefield (NYSE:CWK), have gone up, I think relatively some of our yields have come down. Some of our yields only went up slightly, but they’ve all outperformed in terms of yield development versus the market. Residential, which is something we’ve talked about less over the last couple of years, I think still, and we already downplayed this a little bit, I think with the last call that we did with the H1 results, of course, with a more difficult housing market, certainly in the Netherlands, certainly outside the key area, Amsterdam, Rotterdam, the Hague, Utrecht, it’s more difficult to reach profits. We still have some profits in the pipeline. But as we always say, this is not for Wereldhave, the game changer of the year. We will try to get out of it what we can get out of it, but it’s not too material, as you can see. Then we come to some important slides. We start with a slide that we used on the Capital Markets Day, which is the focus on Phase 2 of the LifeCentral strategy. What we see here, if we look at the middle boxes, the relevance that we have as a company for equity investors has increased over the last couple of years. But we still think our market cap should grow in order to be eligible for many institutional real estate equities investors. Access to public debt has certainly improved and we’ve shown that last year. But I think there’s also some more to gain. And I think scale would help in that respect. Of course, in order to retain talent, our fixed cost base is increasing, I think everybody knows this. And lastly, as I already mentioned, we’ve already spent about 70% of the CapEx of LifeCentral. I think it’s obvious that we need to scale the company. So what we’re talking about today is adjusting the tactics of LifeCentral Phase 2. We’re not changing the strategy. Let me be very clear on that. The strategy is still the same. We want to acquire shopping centers, typically oversized convenience shopping centers, and transform them into Full Service Centers that remains the strategy. What we’re doing at the moment is exploring other markets outside the Benelux, which is our core market. Let me also be clear that we’re not going to build up a French empire again, for those of you who might have that question, we still have to aim to dispose the last two French centers. But we are screening other European markets. What’s important here is the right hand side of the slide, if we will acquire an asset or a portfolio in a new market, but also in an existing market, we will always stick to the investment considerations that we mentioned on this slide. It should fit the LifeCentral acquisition criteria. I will get back to that later. The assets must be transformed into Full Service Centers. We need internal asset management, local team and knowledge. We can acquire it, but we can also build it ourselves. But we will not outsource leasing, asset management, marketing, et cetera. It must be a tax efficient business because one of the reasons why the Netherlands is more difficult from an acquisition perspective is the increased commercial property transfer tax, but also the loss of the FBI status as Dennis already mentioned. We did a lot of efforts to reduce the GENEX at Wereldhave level to €10.9 million, of course, the goal is to now leverage on the organization that we have, on the head office that we have and don’t add any additional cost. We will apply our internal IRR framework, which I just mentioned. The loan-to-value super important to us. We’re still not there. We’re at 42.7%. We want to be 35% to 40%. I think the Polderplein acquisition in Hoofddorp was a nice example. We acquired an asset. We increased the size of the portfolio, but at the same time, managed to reduce the loan-to-value of the company. And of course, last but not least, we will apply the learnings from the past. For those of you who have known Wereldhave for a bit longer, we have a, I would say mixed track record as a company with foreign expansion. We want to be open and transparent about that. And we also want to let you know that we will certainly learn as a company from the lessons from the past. The LifeCentral acquisition criteria, those are the same as we mentioned them back in 2020. So I won’t go through all of them, but they will continue to apply for Benelux expansion. And if we’re going to acquire outside the Benelux, the same criteria will apply. Lastly, the funding of this growth ambition, we will leverage our unsecured profile. Dennis will focus on that more later. Potential to fund with new equity like we did with the Polderplein acquisition, we could also rotate capital out of our existing markets, joint ventures are an interesting option to do so we think. However, we will maintain our LTV target and we will certainly not sacrifice the balance sheet in order to realize these ambitions. With that, I’d like to hand over to Dennis.

Dennis de Vreede: Thanks, Matthijs. And I’ll lead you through a few slides of our financing situation, also the valuations. Let’s start with the valuations, we have seen in 2023 a continued positive evaluation of our Dutch valuations. And despite, I would say, the 2.4% real estate transfer tax increase, we’ve seen that the increased ERVs, the expected rental levels, and also the slightly lower yields have pushed the Netherlands to a 3.2% positive revaluation for the full year. Together, I would say with the stable Belgium valuations, it resulted in a 1.5% positive valuation for our core portfolio. Our net LTV target remained fairly stable at 42.7% as you can see on this slide. Our net LTV target on the – in the green bar remains the 35% to 40%. And until we meet this target of 35% to 40%, we will stay focused on a disciplined CapEx investments. We try to identify further cost savings. You’ve seen our GENEX decreasing over the past number of years. We’ll now focus on the OpEx side. And I would say, we try to stay on the lower side of our dividend distribution range, like I just said before, to really start pushing ourselves to this 35% to 40% mark. And I think the biggest two effects will be the last two French assets and we’ll tell a little bit more about that later. Our cash collection for 2023, which I think is also an important parameter of how we’re doing and how our tenants are doing and it 98% for the full year. On this slide, we have showed at the Capital Markets Day. Also, I’d like to just point out a few things that we’ve been working extremely hard over the last five years to improve our balance sheet and strengthen our credit profile. Again, I think it’s important to see that we took down our LTV with 4% to the 42.7% by the end of this year. We accomplished this really by selling the non-core assets as well as the four out of the six French assets, but also the cost reductions and again, the disciplined CapEx investments we’ve been doing over the past few years as Matthijs just mentioned. We stay at the 35% to 40% net LTV target, so we’re not there yet. But if you look on the right hand side, you see that our debt versus EBITDA ratio of 7.6 is a very healthy one, certainly also, compared to our peers. Our debt profile, I’m not going to read out all the numbers to you, you can do that yourself. But I think it has been a very busy and a very successful financing year. We closed over €100 million in USPP in two tranches. We also extended and also received some new bank debt in Belgium for about €85 million. Obviously, as you can also see in the second line, our cost of debt, our average cost of debt went up as the whole market went up, obviously. And all other relevant ratios, as you can see below on the lower side of the sheet, they’re well within the bank covenants. Our pro forma debt maturity is 3.6 years, where you can see the debt maturity we’ve been reporting is 3.3 years. But including the USPP – the new USPP, and also the new RCF facility Matthijs mentioned before, it will be 3.6. Happy to see that international renowned banks, like, we have now seen in January, have stepped into our corporate RCF, pushing that up from €225 million to €250 million. A healthy debt mix, the first USPP since 2017, which is also nice to see, but also it reduced a little bit into our debt mix at the end of 2023, including this €25 million we just received over the month of January. We have no major refinancing planned in – we have no major refinancing foreseen in 2024, as you can see here. And so at this point in time, we will focus on the refinancing, the maturities in 2025. On the ESG side, it has also been a busy year. We keep focusing on our strategy, a better tomorrow, our ESG strategy, and on this page, you can see the four main commitments, but also the results out of that, we maintained our GRESB five-star rating, a very important and very well internationally recognized benchmark. And we are also very proud to communicate that we have been reducing our carbon emissions by 35% since the end of 2018 on a like-for-like basis. That has been really the effect of ongoing investments in our ESG CapEx in solar panels, in insulation, et cetera. Last year, we also successfully closed nine BREAAM recertifications of nine assets, which all ended up in a very good or better assessment. A number of benchmarks we are participating in, I mentioned already the GRESB, but also CDP and I would say the BREEAM certifications I just mentioned are well to jump out here. On the GRESB side, we have seen that we remained the number one of our listed Western European peers with our score of 92 points. Again here, carbon footprint, as you can see here, like I mentioned, a minus 35%, we achieved our 30% CO2 reduction ambition, which we stated a few years ago, which also means that in 2024 we will be reconsidering our next ambitions. And I think we may be starting to look at the carbon intensity to start using that as a target, which is a more stable measurement, which is a more measurable measurement as well. So I think we will be going into that direction. More to follow later this year. And then lastly, what are some of the upcoming ESG projects for 2024? I think what is very important, and most of our peers and also other companies are dealing with that is to prepare ourselves for the upcoming CSRD and EU taxonomy compliance. For the 1st of January 2025, we need to be compliant with that. We’ve already started back in 2022 with a gap analysis, we’ve been working through 2023 to further prepare ourselves and I’m very confident that by the end of this year we will be able to have the right processes in place and the right procedures in place to comply with that. The green leases, we start to focus more and more on our green lease percentage of our rental base. At the end of 2023, we were at a 66.5% green lease portion, which is an increase of 4.5% compared to the end of 2022. And we keep focusing on that in 2024 and the years beyond, not only on the percentage but also on the content where we will be diving deeper into this and keep working with our tenants to make that really effective. With that, I hand it back over to Matthijs.

Matthijs Storm: Thank you, Dennis. And last slide from us, the management agenda. It’s unchanged, of course, but we put in the current status column, of course, where we stand today, it’s a management agenda until the end of 2024. So obviously towards the end of this year, we need to update this. I think if you look at the earnings and dividend growth, I think we’re on track with 4% annual growth on average, total return 9.1% for 2023 that’s well above the 8% threshold. FULL SERVICE CENTERS transformations, we’ve delivered nine Full Service Centers, we have four ongoing to be delivered post-2024. So we’re on track. ESG, I think Dennis just mentioned where we stand. We’re satisfied. NPS, the net promoter score, that’s an indicator we launched when we launched the strategy. The reality is that it’s difficult to get a real good grip of this indicator, which is why we’re at 2024 and we’re stabilizing at 2024, but we’re working hard to increase it. Phase out France, I think we already mentioned in our comments where we stand. What we also say here is that the investment markets need to pick up again in order to sell the last two French assets and hopefully with decreasing interest rates that will happen. But we don’t have any pressure to sell them now. So we’ll take our time and at the right moment we will dispose them. Last phase of the balance sheet, de-risking, of course the French disposals will help, but also potentially equity funded acquisitions. Disposal of some further non-core assets, as Dennis already mentioned in the LTV slide will help us in order to achieve the LTV target of 35% to 40%.

A - Matthijs Storm: With that, I think we can go to the Q&A. I already have some questions here on the screen so we can start. The first question is coming from Green Street Advisors. Thank you for the presentation. On the external growth strategy, you mentioned, looking outside your core markets. Please could you provide any detail on which markets you are specifically looking and what expertise would you say you have in these markets? That’s the first part of the question. I think we can be very short about this. At the moment, it’s just exploring. We’re not having any conversations with potential sellers, for examples, we’re just exploring markets outside our core markets. I think what is important, as we mentioned on the slide that I presented is that once we do an acquisition, once we start to build a portfolio, the goal is ultimately to have an internal organization on the ground, leasing, marketing, asset management and so on, which is core to the Wereldhave strategy and which is also of fundamental importance to successful Full Service Center transformations, because as I mentioned, the goal is to transform those assets into Full Service Centers. Second part of the question from Green Street is do you currently have any ongoing discussions that you can speak on? So the answer is no. Appreciate some color here. I can imagine. Of course we’re presenting this now in order to inform the market that we’re exploring and let’s see what’s going to happen in the coming years. Second question, Dennis, I think you can answer. It’s coming from Steven Boumans from ABN AMRO (AS:ABNd). You removed the longer-term direct result per share CAGR expectation of 4% for 2023, 2027, but you added a flat full year 2025 direct result per share target. Steven has two questions on it. Why remove the 2027 expected growth figure? And secondly, what is assumed in the 2025 direct result per share guidance for a lot of metrics; like-for-like, LTV, cost of debt, acquisition. So maybe we can mention the key assumptions behind that.

Dennis de Vreede: Thanks for the question, Steven, and yes, you are right. I think times has been changing rapidly over the past few years, including also our acquisition of Polderplein in December. We see a number of things happening. We see indexation, which has been helping us over the past few years, we see that flattening. We also do see that things like the overall economic circumstances is a little bit weakening. We see some tenants, or some retailers getting a little bit into more difficulties. I need to say it’s a more polarized field like Matthijs has also been saying. For 2024, we do see the dilutive effect of Polderplein, the shares we’ve issued there and also we are seeing of course our cost of debt, our interest expenses increasing over 2024. So, I’m happy to say that we can show and we are targeting a slight growth still in 2024. For 2025, we are seeing the effect again, of course, of the increasing interest expenses in 2025, but also the effect of the corporate income taxes kicking in, in the Netherlands as a result of the abolition of the FBI regime. So that’s 2025. And for 2026 and 2027, at this point in time we are seeing a very slow further growth organically. That’s why we are looking and exploring other means of growth and the Full Service Centers engine will be ending sometime in 2026 when we have converted basically all our shopping centers into Full Service Centers. So in order to keep accelerating our growth, we are exploring other growth opportunities.

Matthijs Storm: Yes. And I think, Steven, I have your question right in front of me, i.e. cost of debt. I think, Dennis, we assumed no material changes in interest rates for 2025.

Dennis de Vreede: No, we do have of course, new debt we took on our books last year. The USPP for example is a portion of that.

Matthijs Storm: Yes. And last part is are there any acquisitions or disposals in the forecast? There are no acquisitions in the forecast, Steven. In terms of disposals and I think that’s also relevant for Kempen if they are on the call, because I read their note this morning, is the Meriadeck disposal in the earnings forecast? I think we’ve assumed that we will sell Meriadeck and Bordeaux in Q4 2025 and the Paris one in Q4 – sorry...

Dennis de Vreede: Q4 2024 and Q4 2025. So that is in the books now for our forecast, correct.

Matthijs Storm: Yes. So that’s included. Okay. Then we have a question on what do you expect regarding the timing of the French disposals? I think I’ve already answered that. At the moment, the French investment markets are still relatively closed. I think the market is waiting for interest rates to decline in order to reopen. And what we also see is that I think the French markets are lagging a bit if you compare that for example to the UK or the Netherlands or maybe the U.S. or other global markets where the transaction markets have already slightly reopened. I think it’s a pattern that we’ve also seen in the past. So that could take some time. There was a question from Francesca Ferragina from ING. As you are open to new markets, where do you think you might scout for proper IRR? Would you like to stay in nearby countries or are you screening elsewhere? Yes, good question, Francesca. I think, and I assume you understand that our primary focus, of course, is Europe and not Eastern Europe or markets, which are in completely different currencies or very far away from us. So the countries we’re screening are in sometimes also countries where Wereldhave has been in the past. But again, we will learn from those lessons and at the moment, it is still exploring and screening. Second question from Francesca. The MGR is down 1.3% for existing centers. Can you make a comment? What organic growth level are you forecasting for full year 2024? I think, indeed, leasing spread slightly negative. That’s mostly driven by the Netherlands. We see it improving in the Netherlands. The MGR spread, if you look over the last couple of years, but it’s still a very small negative. I think the reason why it is negative is also because it’s compensating a little bit for the high indexation. I think if the indexation would have been 2% last year and the year before, we would have already been in positive leasing spreads in the Netherlands. But given the high indexation, I think in most cases, we’re able to maintain the rent levels. But as you can see, not in all the cases. I think for the coming years, I think as inflation is falling, leasing spreads should turn a little bit more positive. We do believe that the Belgian [ph] market will stay ahead of the Dutch market, which is also reflected in Belgium in the lower occupancy cost ratio, Francesca. Yes, the French asset disposals, Dennis, I think we already mentioned…

Dennis de Vreede: Yes.

Matthijs Storm: …that and answered that. And then last question for Dennis. What are your expectations for the average cost of debt for 2024?

Dennis de Vreede: Yes. Well, average cost of debt went up, as you could see, Francesca, to 3.45% over 2023. Over 2024, I would expect it to go up slightly as well. I think it’s going to be, at least in our forecast, at least more in the range of like 4% over 2024. So that is obviously the result of new debt we acquired over 2023. But happy also to see that, for example, like I said before, one additional renowned international bank stepped into our corporate RCF against the terms of two years ago and the 2022 terms when we renewed our corporate RCF of 225 million. So that’s only at 200 basis points, so that offsets that a little bit. But that’s in the order of magnitude I’m expecting for 2024.

Matthijs Storm: Next question is from Christopher Fremantle. How comfortable are you that the valuation of your French assets are a realistic estimate of the price you can sell these assets for in the market. Yes, I think, Chris, if you look at the transaction markets in France, there has been a transaction of O’Parinor in Aulnay-sous-Bois in the North of Paris for a yield close to 9% or 10%. I think if you then look at the yields that we report, but also other French companies. I think it’s not a secret that there’s still a gap. What we’ve always said is we will not sell those last two assets at the same discount of 40% to book value as we did with the four assets that we sold back in 2021. That will not happen. There’s no need to. And this is also Paris and Bordeaux. So it’s – at the end of the day, strong locations. But at the moment, if we would sell them today, there would certainly be a discount in place. I think that’s realistic to do so [ph]. Next question from Steven Boumans. You have 2.5 million reorganization costs and 6 million project and other cost in your indirect result. I think that’s for you Dennis.

Dennis de Vreede: Yes.

Matthijs Storm: Steven has two questions. Why is this allocated to indirect instead of direct cost?

Dennis de Vreede: Yes. Thanks, Steven. And good question, of course. So how do we make that distinction between direct and indirect? I think that’s not a secret. The indirect has a more one off character. So if you look at the reorganization cost to 2.5 million you just mentioned, that is due to the fact that we have reorganized the Netherlands team. So basically, we’ve merged the holding – the former holding team and then Dutch team together, we have abolished the business unit structure in the Netherlands. So we had to let go a number of, I would say, managerial positions in Belgium. As you have also seen last year, we have reorganized and aligned the Belgium team, the Belgium management team. So we had to make some reorganization costs in Belgium as well. We are benefiting, obviously, for the savings out of that. And some other examples of what’s included in this €8 million indirect cost are the implementation of SAP. We have replaced our old homegrown I would say ERP system called Aramis with SAP, which was a huge effort. I think we spent over €2 million on that in 2023 and some other additional costs, which have a one-off character basically are included in that indirect cost.

Matthijs Storm: And then Steven is also asking what you expect for this year?

Dennis de Vreede: Yes. Well, for this year a lower number. We’re not expecting any re-organizations to happen in 2024. I would say also in 2023 we included some of the moving costs, I forgot to say that. I think we spent quite a bit on moving the head office from the Schiphol location to the Amsterdam location, which we will also be benefiting from over the next 10 years. So for 2024 no exceptional indirect costs, I would expect them to be lower than 2023.

Matthijs Storm: Then the next question comes from Vincy Elfie [ph], if I pronounced your name right. MGR uplift in France comes in at minus 12%. I understand this is based on 12 contracts only, correct? When could we draw the conclusion for the other units at the two French assets? I think Vincy, indeed this is only a small sample. But I think our leasing power; our bargaining power in the last two French assets is weaker than it is in the core portfolio for the simple reason that in the core portfolio we are investing significantly. We now have Full Service Centers and in the Full Service Centers you can see the leasing performance at the center is in balance between convenience retail and mixed use. Our leasing power is much stronger than in the two remaining French assets. Having said that, I think all the six French assets that we owned one day went through the cycle of going from what was once a fashion destination with H&M (ST:HMb) and other anchors towards a more convenience driven offer. I think Côté Seine in Paris is there, I think Meriadeck in Bordeaux is nearly there, so it should improve but again leasing power, bargaining power for us there is weaker. The second question from Vincy is the Vier Meren’s slide shows occupancy came down by 3 percentage points. Could you please provide some color on this? That’s correct. This is because before we started the transformation, the center was almost full. However, there were quite some red spots according to us, weaker tenants that were still paying the rent. But if you would look forward two to three years, Vincy, you could see that vacancy would increase here. And I think also from a rental level point of view if you look at the GRI, you have seen a significant uplift. So it’s not only about occupancy, but also about average rental level. Next question I think for you, Dennis. With the abolishment of the FBI status, could you deviate from the dividend payout ratio below the lower end of the range in order to delever quicker?

Dennis de Vreede: Yes, that’s a very good question. And indeed let me start by saying that the one, I would say benefit of not being into the FBI regime for the Dutch part of the portfolio then at least is giving us some more flexibility regarding the dividend payout of course. So the simple answer is yes, we have the flexibility and you’ve seen the intention for 2024 and 2025. I think for 2025 we’ve said that we will keep the results stable from a – on a like-for-like basis versus today and we have no intention to lower our dividend like we’ve done over the past few years. I think you’ll see a stable dividend.

Matthijs Storm: And the last question from Vincy. Your €1.75 guidance for 2024 implies you have to grow total DRPs by €6 million. I cannot reconcile it at the moment, but that’s what he’s calculating taking into account the dilution from the contribution in kind, like-for-like rental growth and rent from Polderplein are helping. But as you mentioned, that is partly offset by a higher cost of debt from the partial debt financing of Polderplein as well as refinancings in H2 last year or alternatively French disposals. Could you please elaborate more on the moving parts and share some of the underlying assumptions? I think Vincy, regarding interest rate assumptions, Dennis already answered that. Tax for 2024 is still close to zero. I think you can assume that overhead cost GENEX will be roughly stable. So it comes from the NRI growth indeed. But don’t forget indeed we acquired Polderplein, but we also completed three of the four transformations in Q4. And in particular those projects what you see is whilst we are transforming, we have more vacancy plus we have a lot of temps in order to have at least some rent during the transformation. Now they are fully let, but they’re also let with qualitative tenants who are paying a decent rent, which you see reflected in the GRI numbers and all the specific projects we just talked about at Vier Meren. And that is contributing a lot also to the 2025 top line rent roll plus of course a lot of the indexed contracts in 2023 have a full year effect in 2024. I think during the summer we were still indexing with very high figures particularly in the Netherlands where we are using figures that are three or four months lagging?

Dennis de Vreede: Three months.

Matthijs Storm: Three months lagging. So that still has a high annualized impact on 2024. Then we have the next question from Amal Aboulkhouatem from Degroof. Good morning. Thank you for the presentation. Have you included any disposals or acquisitions in your guidance? Dennis?

Dennis de Vreede: No. The question, Amal, is or the answer I should say to your question is no. Except for Meriadeck, the one in – our center in Bordeaux to be sold in the fourth quarter of 2024. Other than that, we have – not included any disposals nor acquisitions in 2024.

Matthijs Storm: And then we have the last question from Francesca again. I would like to have more color on the joint ventures. Can you elaborate more about what type of joint venture you are open to? Would you like to sign joint venture for specific assets for a portion of the portfolio, specific country? Also what type of counterpart you would like to have by your side? I think, Francesca, we would go for a joint venture structure to answer the latter part of your question where we are the strategic investor and we would look for a financial investor as a counterpart. Secondly, we would look to JV for example Full Service Centers because they are derisked products. We generated both income and capital value growth. So I think from that perspective now we’ve derisked them, it’s a nice moment to JV them also because we can rotate the capital, but also to show you and the rest of the public market that the increased valuations on paper are also reality. So I think it has a lot of positives other than the fact also that we can manage the entire asset and can leverage on our management capabilities. Could be both the Netherlands, could be Belgium. I think if we are entering a new country, I think that will not be through a JV. That will typically be through a straightforward acquisition. And then was another question from Steven. The average Dutch vacancy period is rising from eight months to 11 months. In the key assumptions relating to valuations on Page 24, it’s a good sign, Steven, that you’re already on Page 24 of the release. Do you indeed see this strength that vacancies are harder to fill today than last year? Not really, Steven. We’ve mentioned this a couple of times, it’s a polarizing market. If you look in our nice Salesforce (NYSE:CRM) leasing system that is running on the new SAP that Dennis just described, ERP system, we have a lot of deals in the pipeline. So it’s actually a bigger pipeline than it was two, three years ago, which I think is logical. So yes, there are more bankruptcies, but they’re small. They’re the type of tenants that we expect and we’re replacing them with quality retailers. We’re 1.5 month into the new year and I can tell you that this trend is continuing. So no need to worry about that. I would say.

Dennis de Vreede: No. To add to that, Steven, I would say that in our plans for 2024 we do expect the occupancy for the Netherlands to rise. We’ve seen a slight decrease of occupancy in 2023. Due to the transformation in 2024, we would think that it will go up a little bit.

Matthijs Storm: All right. I think that’s it. Thank you very much for dialing. Thank you for listening. Thank you for your questions. We will be on a road show in the next coming days. If we’re not visiting you, you can reach our Investor Relations Officer, Jeroen Piket. His details are on the website of Wereldhave with any further follow-on questions. For a moment, I’d like to thank you and have a good day.

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