Warehouses De Pauw SA (ARG) Earnings Call Transcript & Summary
July 24, 2026
Earnings Call Speaker Segments
Joost Uwents
executiveGood morning, everybody. [Foreign Language]. Good morning, Europe. I think, and I'm sure it's a fantastic day, a fantastic day for Argan, a fantastic day for WDP, but also a fantastic day for the European growth real estate sector. And of course, also a fantastic day for both families behind me. Yes, it is like Jean-Claude just mentioned, today, we realized something unique with the right partners at the right moment with the same fundamentals. And that is really important. But before that, let's go back once to the beginning of this year, when we launched our new long-term project, BLEND&EXTEND 2030 based on a good long-term structural demand for logistics and a disciplined balance sheet, you can blend a lot and you can create value. And until now, we did it only internally. And as from now, we also do it externally. We don't blend buildings only, but we will also blend companies. And it is indeed something totally different, but so important for our future, for our clients, for our shareholders, and for our teams. First of all, for our clients, that they need and they ask for more Europe. Europe today is more than ever very important. We have seen it this morning again with [ Mr. Sun ]. So we need to build a Europe and our clients are asking for European partnerships in an environment with much more complex solutions and where we need to add to our warehouses, energy solutions, automated solutions. So within a European environment within this deglobalizing world. And for them, it's important to have real European partners. For our shareholders, for them also, it is really important, that we can create today the safe liquid play in the middle. Therefore, liquidity will enhance and will create value for the shareholders in order to be able to adapt and to get a right cost of capital. And for our teams, of course, too, and especially today, we welcome [indiscernible]. And yes, we will blend, we will integrate Argan within the WDP network. And so we will also give to our people a more dynamic European environment to create value together with our clients. And this all fits perfectly in 1 of the slides, we mentioned and we used in January, building a platform of tomorrow. And that is what we really do now. In January, we said we can build a platform of EUR 10 billion plus ourselves within our own capacities. And today, we can say that we can build really the platform of the future, but a EUR 20 billion platform, where there are much more possibilities to grow further and to create value. And all of this is based on our DNA. Because today, like I said, we are branding companies, and that's something else. And in order to blend companies, you need the same DNA. And that is what we have and what we shared already so long. Yes, we are effective and efficient. Yes, we are both [ createtist ]. And yes, like today, we are sometimes a little bit contrarian, but also with respect of everybody and all the cultures in our group. And that is the DNA we shared. And based on that, together with client-centricity, a clear focus on our clients supported in the long term by our founding families there, that is how we created both the last 25-year value and how we will continue to create value. And then, of course, this project, this friendly merger by this, we really built a European leading platform. I think the industrial logic is absolutely clear, a pure logistics and industrial REIT who can help these clients everywhere in Western Europe. And yes, we build now scale and leadership. Scale is important for our clients and leadership is important to our shareholders and that we are a big leader. We become a top 3 European logistics REIT and a top 10 EPRA company. So this gives us possibilities for further growth, further growth beyond our existing markets. Now we become market leaders in the Benelux, in France, and a leading position in Romania. And as from there, we can grow further and embark further with Germany, Italy, and Spain. And so we can, within our existing 8 countries, we can grow together in a long-term course up to EUR 20 billion. And in order to do that in an efficient way, we need a right cost of capital, and we had already a perfect rating, which gives us a top 5 balance sheet in Europe with our A3 rating from Moody's and together with our EMTN program so we can attract depth in a very efficient way. And now, okay, we had already a EUR 5 billion market cap, but now we go to a top liquid company, like I said, the safe liquids play in the middle, and we grow, as from today, to EUR 7 billion market cap, which gives us extra liquidity, which also should enhance the cost of equity. And when we can optimize our cost of debt and our cost of equity, we can optimize our cost of capital, which is crucial to be profitable. Because, like the last 25 years and the next 25 years, we want to grow, but not grow for growth only, profitable growth, so that we can continue to create value. And yes, with this model, we will create value. We will create value directly in the short term with a 10% total accounting return that we realized as from '28 and in the long term, we will be able to grow in our existing countries and in the countries around us. But that, Mick will explain in detail after this. [Presentation]
Mickaël Hauwe
executiveGood morning also from my side. Let me walk you through this transaction. What we announced today is a recommended all-share cross-border merger of Argan and WDP. The exchange ratio is 3 WDP shares for 1 Argan share. Argan will also propose an exceptional dividend distribution of EUR 11 per share to its shareholders ahead of completion, which is factored into the exchange ratio. On the basis of that exchange ratio and the exceptional distribution, the implied value for Argan shareholders is EUR 79 per Argan share, which implies a premium of 21% based on Argan's closing share price of yesterday and a premium of 28% based on the 1-month VWAP of Argan shares. In other words, a very attractive consideration to become part of a unique group with strong ambitions. I want to be clear that this is a friendly transaction. It has the unanimous support of both boards Additionally, it has a support and the voting commitments of approximately 52% of Argan shareholders and around 19% of WDP shareholders including, of course, both founding families, with De Pauw family on our side and Le Lan family via Kerlan on Argan side as well as Predica Argan's second largest shareholder. The key transaction documents such as terms of the merger, the merger agreement and supporting documentation have already been signed, and the completion is subject only to shareholder approvals on both AGMs, customary regulatory approvals and the opinion of a tax ruling in France. On timing, assuming all goes ahead as expected, completion is foreseen early '27 during the course of Q1. Important to stress also is that the group will retain its REIT and sales overall and the fixed stages in France. And in terms of governance, a representative of Kerlan, Argan's founding family office is expected to join the WDP board, subject to shareholder approval at the AGM. And together, we are very much looking forward to building out this fantastic platform. Now, what's in it for you as a shareholder? We believe that this is really a compelling opportunity for an industrial project for both Argan and WDP shareholders. First of all, for Argan shareholders we share the same DNA, but now we can do it at the European scale, and we can build from a local champion inside the top 3 EU logistics REIT like Uwents explains. We are ready together to unlock 1 million square meters of GLA embedded land reserves in France, immediately benefiting from a significant uplift with 3 matches towards an E3 rating, a tenfold increase in liquidity. And next to the previously mentioned premium of 21%, an immediate 6% dividend step-up in annual dividends going forward. And all this also for the Argan shareholder with full exposure to our Blend 2030 growth ambitions. On the other side, for the WDP shareholders, a genuinely integrated EUR 13 billion-plus EU platform, accelerated capital deployment in France, a clear pathway for further growth with an increased self-financing capacity of EUR 700 million per year, and we'll come back on that. Liquidity to further increase on a combined market cap of EUR 7 billion, and a transaction that delivers an immediate short-term 10% total accounting return. And also reinforcing our Blend 2030 targets. In other words, a true win-win and in the context of the combined group, growth will always be paired with focus continues and relentless focus on EPS accretion and strong total returns coupled with strict capital discipline. Now, on the next slide, next to merging the companies and the platforms, some works on the portfolio. As you can also largely see in the other slides, we believe we are combining 2 highly complementary and top quality portfolios with irreplaceable supply chain infrastructure that took decades to build out. Furthermore, we believe that through Argan's best-in-class operating model and plan base in combination with the funding strength of WDP and our European network, we can further unlock growth opportunities through activating the landbank, more cross-selling opportunities in a true European platform and also creating a link to the south to Italy and Spain. and this allows both sets of shareholders to benefit from strong future prospects of the combination. And also important, of course, as many questions -- as we receive some questions on that. what's our starting point in terms of net initial yields, there we expect as from completion of the merger in early '27 and net initial yield of exactly 6% based on the deal enterprise value. Now on the next slide and digging a bit deeper into the numbers here. First, in terms of EPRA EPS accretion. Here, we expect a 3% rise as from the full year of operations, so in '28, and that is based on the merger terms EUR 10 million of cost synergies, largely financial savings by applying our A3 rating and also EUR 250 million disposals across the group to maintain leverage in check. And also for the record, this fully includes the debt reset of both companies based on the debt maturity profile at current swap curve. Second item on EPRA NTA accretion, this increases by 7% based on a 30 June pro forma accounts. So the combination of short-term EPS and NPA accretion will immediately yield an accounting return of plus 10%. On leverage, the combination is expected to be broadly leveraged neutral with only plus 1% LTV and plus 0.3% in debt to EBITDA, and this is by consolidating both groups, factoring in the exceptional dividend, distribution by Argan of EUR 280 million and penciling in EUR 250 million disposals across the group of noncore assets. Also note, right after the merger, we will also further strengthen our equity through the stock dividend of WDP, which will then be offered in May next year to both shareholder groups as the '26 dividends will be distributed for both shareholder groups through WDP. And that also creates a bridge to the last number on the slide, Argan shareholders will receive an immediate uplift in their annual dividend of plus 6%. That is after first receiving the exceptional dividend distribution and I would like to stress that this is really a win-win since Argan shareholders are not selling, but swapping their shares, hence also benefiting from this EPS and NAV accretion. Hence, we believe with these numbers reflected a true win-win and a strong foundation for future value creation. Then on the next slide, in terms of our medium-term outlook. Well, this combination of Argan and WDP brings consistency and continuity as we already have a detailed and clear medium-term horizon through the BLEND&EXTEND 2030 plan, we can integrate this industrial projects into our group targets. And what we can say is that this deal reinforces the minimum EUR 2 per share target by 2030. And now with incremental opportunities to deliver through strong French platform, larger development opportunity set, and more capital markets relevance and obviously, a higher scale and firepower with now EUR 700 million per year of self-financing capacity, which is composed of roughly EUR 400 million of relatively automatic equity strengthening each year through retained earnings, scrip dividends, and our regular contributions in kind, supplemented with moderate debt, and we can confirm as well that we will continue to do so by applying our prudent financial policies, which stay in place.
Joost Uwents
executiveSo back to operations, back to the companies. We started and we are indeed WDP, let's say, focused Benelux company with an add-on in Romania. And above that, we have a European ambition and we want to grow further with our basics, our foundation is the Benelux and Romania. And then we have really that ambition to become a real European champion based on our EUR 9 billion portfolio. And if then now we can add Argan, well, then we can add the WDP of France with a EUR 4 billion-plus real estate portfolio and also a very nice pipeline. And if we can combine those then become -- and we become really a European champion in the core of Western Europe, which 47% Benelux, 40% France, and 13% Romania. And this basis those fundamental, based on that, we can create a real European champion. And it is like in the 50s, Europe also started from the European coal and steel community, which was founded merely by the Benelux and France and [ could done ] enlarge further. And so there, we have a fantastic basic to grow further, and we have a direct pipeline of EUR 1 billion, which is in execution and had reach EUR 700 million of annualized [ REITS ], and we have fantastic development landbank available of more than 3 million square meters that we can build on the landbank. The landbank of Argan and also the 1 we build it up again in Western Europe since the beginning of the year. So a very good basic and is written pipeline and added with a landbank for future growth. And yes, why France? And some of you will ask why France. Well, France, because you can never be European without having France. And France is a big country, so you need to be everywhere on the logistics access like La Dorsale and Arc Atlantique. But there is so much more. If you see at the European transport network lines and the European transport corridors, then you see them everywhere in Europe, but most of them pass and across France. And France is really the link between North and South, between the Benelux and Spain and France, but also between the U.K. and Germany. So it's really a crucial part within logistics in Europe, and people are not and our clients are not thinking nationally anymore. They are thinking from a European scale. And then we need to be able to help them everywhere. And indeed, Argan is active on all the important access on the logistics corridors in France. And of course, don't forget that in Europe, we have no big cities. We have only 2 of them London and Paris. Well, Paris is, of course, in the middle of France and is also part of the logistics corridor. So France is really needed when you want to create European solutions for your clients. And France has always invested a lot in its infrastructure. These days, a lot of people use again, the French highways, okay? You have to pay for them, but they are good and the infrastructure is well-built out. France has always taken care of this infrastructure. And even now, up to 2030, there is a EUR-15 billion-plan and in build reindustrialization and supply chain plan that is built out in France. So also in the near future, France will build out this infrastructure, this logistic infrastructure. And so logistically, for logistics real estate and logistics solutions for our clients, France is needed and you can't build Europe without France. And based on that, like I said, we can build out now Germany, Italy, and Spain. And don't forget, that a lot of our Romanian clients are French. So also, Romania will be able to grow further, thanks to France because a lot of French companies are active in Romania. And like I said, instead of, let's say, 2 concentrated companies, we become a very well-spread and a very well-combined company started today and with EUR 13 billion of real estate. And yes, not only on the geographies, we -- let's say, we grow and we diversify but also the European growth of real estate world, we grow. And now we become really a European champion by, let's say, becoming the third big European logistics growth real estate company with a growth potential and already a EUR 1 billion pipeline in execution. And yes, it's not only the geography we spread, but also on the different sectors where we are active, we stay very well-spread and also with our clients, the client base, of course, growth up to more than 500 clients. And yes, there are a little bit more French clients now, but we very welcome them because a lot of them were already clients of us in Romania. And we spread further. And yes, we diversify, but were also strong and make our shareholder bases stronger with the 2 founding families, the family De Pauw, the family Le Lan, supported by Predica, Credit Agricole Assurances, and don't forget that we have a really nice, big overlap in our institutional shareholdership, almost 30% of you, the investors, is indeed already shareholder of both of us. So that is a very good basis for further growth of our shareholder basis. We can continue, of course, to tell a lot about this fantastic deal where we worked very hard on, but we will stop telling ourselves, and we will go now to Q&A.
Joost Uwents
executiveSo again, every session, a little bit more people. So now we give the floor to Alexander who will coordinate the questions. And beside me, we have our friends of Argan, Eric Donnet and Francis, who we know already for many years. And so they will answer the questions about Argan and Mick and I, we will answer the questions about WDP and about the merger. Alexander, the floor is yours.
Alexander Makar
executiveThank you, and welcome Eric and Francis. [Operator Instructions] We already have a first question in coming from Pierre-Emmanuel from Jefferies.
Pierre-Emmanuel Clouard
analystActually, I have quite decent amount of questions. I will limit myself to 2 to leave the floor to other analyst. Just coming back on the NAV accretion, so the plus 7%. I see that Argan's portfolio is currently valued at roughly 5% and it's basically in line with the prime market yield today, and there is no clear reduction on the portfolio except for the assets led to Carrefour today. So can you explain how you assess the valuation of Argan's portfolio in this context of current market in France and in a more subdued market, let's put it that way? And would this deal would have been relatively accretive if you were, let's say, more marking to the market Argan's advanced portfolio valuation?
Mickaël Hauwe
executiveObviously, you also need to always to need to listen to what the market is telling you in terms of cost of capital. We're not talking about real estate only. We are talking about real estate companies. And there, it is not based on any judgment on future evolution about valuations. Have we just built something where the mechanics work for both shareholder groups and at current -- at these conditions within the merger, it creates substantial value for both shareholder groups and this EPS and NAV accretive and the starting yield is 6% net initial yield in '27 and in combination with having a strong, very well-experienced team in place with a lot of development activities. We can activate through the funding strength of WDP as well and the cross-selling opportunity layer, we can add as well in a larger European group. And perhaps, Eric, you wanted to...
Eric Donnet
executiveYes. The explanation is really top of the transaction that just, you mentioned, Mick, clearly has the reason why there is a premium on the stock market price and fairly not a premium on the EPRA NTA value, where discount could appear that reflects the implied deflation that suspension make of 6% of the deal.
Pierre-Emmanuel Clouard
analystAnd I guess the impact on the LTV based on the 6% will not be the same. So it has to be taken into account in this deal in the end. Well, my second question is on the Argan deal, just to understand the setup of the deal and the rationale behind this special dividend, why this structure has been preferred on our higher exchange ratio? Do you have, for the Le Lan family, do they have a look at period after the closing of this deal and what would be the duration, the conditions look? And is the merger agreement fully legal-binding today? Are there circumstances under which Argan could engage with third-party.
Joost Uwents
executiveI think first of all, on the lockup in general, we can say and we can speak on both families that indeed, there are -- both founding families for more than 25 years active in that company, let it grow, they supported it all the time than indeed asking for a 3- or 6-month lockup has no value. They are there, they were therefore to support over the last 25 years, they will support us, of course, taking into account their patrimonial values, but they will, let's say, continue to support us. And then I would say, they brief logistics and it's everything they know.
Mickaël Hauwe
executiveAnd also, I would also add that the merger agreement is only subject to both EGM approvals for which we have from the reference shareholders on both sides, fully binding voting commitments, and then next to obtaining some customary regulatory approvals, and the confirmatory tax ruling.
Eric Donnet
executiveOn the distribution side, you mentioned the distribution of EUR 11, which will take place, so before the merger and received by Argan, and that should be done through capital return. We did that in order to optimize the balance sheet of the 2 companies. So clearly, such part of the calculation and calibration of the balance sheet and as well [ stock mutual ] that optimize the interest of Argan own shareholders, and we did that as well to make sure that we expected a win-win situation that just Mick mentioned, and this win-win situation that we see is optimizing the EPRA and the earnings pressure a substantial benefit in the future for both shareholders, WDP and Argan, obviously
Joost Uwents
executiveNow I think it's very important that, let's say, nobody is selling something. We are indeed now exchanging shares, exchanging shares based on, let's say, price earnings and so that we can create a new fundament, a new basis, and then grow further together and indeed based on the fundamental and the exchanges we can share the upgrades and we can share the upside together. And I think we all know and we say a lot of times sharing is caring, and that is what we will do in the future, sharing the upside.
Alexander Makar
executiveThe next question is coming from Frederic from Kepler.
Frederic Renard
analystCongratulation, first on [ both team ]. Then I have a few questions, if I may. Maybe the first one, can you guide us through the history of discussion? So since when have you already started to formally engage?
Joost Uwents
executiveAbout the execution, Frederic?
Frederic Renard
analystYes. can you -- you can walk Frederic through the history of the transaction?
Joost Uwents
executiveThe 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 we have really the same DNA that we are speaking the same operational language that is, let's say, the real history of the deal. And then, yes, at a certain moment, you feel that there is a top goal and come a little bit more concrete. And then at a certain moment, people ask the other to tango. And yes, you need 2 to tango. And if somebody asks you to tango, you need to do it. And it's never the good moment and it's always a good moment. And then we started detailed negotiations between the 2 teams and that realized yesterday evening in a fantastic, unique deal.
Frederic Renard
analystUnderstood. I understand that Argan is more opportunity. Maybe a question on other financing because you mentioned that EUR 10 million synergy would come only from a financing point of view. But in parallel, we know that Argan debt is mostly composed of well, secure funding, so mortgage-related type of funding, which accordingly is cheaper. So I'm not such sure to understand how you would be able to get lower funding on that basis? Can you explain?
Mickaël Hauwe
executiveYes, I will start and perhaps Francis can also supplement. So the EUR 10 million synergies are composed of 1/3 operational synergies, the typical synergies you can gain in terms of listing corporate overheads, et cetera, and 1/3 is coming from some -- from optimization of the funding costs through -- mainly through the credit spreads and also some hedging optimization and do not underestimate that obviously, we have because of our larger balance sheet and more diversification, we have a credit rating that is higher we calculated that, and we believe that we can capture that in the short term. And it's not only about the mortgage that Argan has also some other debt in place as well. Perhaps you can also -- Francis?
Francis Albertinelli
executivethis Mickael is right. We can benefit from WDP cost of debt. In our business plan, we have some refinancing of debt to make in 1 or 2 years. And for these refinancement. we could benefit from the notation of WDP, which is 2 or 3 notch above our notations.
Eric Donnet
executiveAnd to conflate as well, that you mentioned it Mick, for Argan's shareholders. Clearly, what's at stake is clearly the access to European platform and access to capital as well as a better cost Mick mentioned it, we are having a credit rating with SAP of BBB minus as far as Argan is concerned, and the credit rating of WDP at this moment is obviously better and we will, with the combined group, benefit from this greater and better credit rating.
Frederic Renard
analystI understand, technically the mid- to long-term benefit, of course, but I'm just telling to see short-term how the marginal cost of debt could be even lower than the future funding. But okay, any way it is [ okay ]. The next question will be on...
Mickaël Hauwe
executiveIf I may. Indeed, there will be substantial refinancing in '26 and '27, impacting the Argan EPRA earnings per share, and that's included in the EUR 6 per share assumption of EPRA EPS for Argan for next year, which is in line with the consensus. And we can then compensate part of that impact by our credit rating in the short-term. That's how you should see it.
Frederic Renard
analystOn the LTV side, the 1% impact that you mentioned, does it take into account the exceptional dividends and the pro forma disposal? And on the disposal like, which do you assume that this result to be done?
Mickaël Hauwe
executiveYes, absolutely. Yes, this is factored in. So the pro forma balance sheet impact, which is limited to plus 1% LTV and 0.3% net debt to EBITDA factors in the exceptional dividend distributed by Argan prior to closing and also by the end of next year, disposals of around EUR 250 million at the group level in June with current valuations, yes.
Frederic Renard
analystAnd then very last question, more purview. I understand your present in France and being very vocal about the great part. But I'm just wanting to know what do you think about getting bigger exposure to our country where actually there could be more standstill or sluggish activity ahead of the upcoming national election?
Joost Uwents
executiveYes, there are always, let's say, macroeconomical and political short-term turbulence as possible, but that's everywhere. And I think we have also had the turbulences in Belgium, in the Netherlands, and so therefore -- and now we are a much more well-spread company. There is less focus in 1 region. If tomorrow something happens in the Netherlands, and you can say the same. Now we are a well-spread company. And yes, we have, let's say, more or less temporarily -- like in Germany last year, temporarily political turbulences 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. We don't believe from, let's say -- and yes, of course, we like it, but we don't like from the short-term only because economy is going up a little bit in France or going down a little bit. And yes, I think, in general, even in the Benelux, we can say that you see a lot of good activities that, let's say, the logistic world is open again, we can do, again, a lot of very nice acquisitions, developments, redevelopments and so on -- but, yes, on the other hand, we still miss 2 in Belgium, the -- let's say, the stock buildup when an economy goes up, the macroeconomic stock buildup that we miss. And yes, we make that, let's say, today, in our portfolio, and that can happen in France, too. But I would say did better homework because they have a 100% occupancy rate and we, a little bit less. And so therefore, we look longer, we look to those logistics and industrial fundamentals. And I would say it's the same when we entered the Netherlands in 2010, then everybody said, "WDP, what are you doing now going to the Netherlands and nobody believes anymore in the Polder model. And we were the first to enter that country. Well, today, it's 1 of the most nicest parts in our portfolio and everybody is happy with the Dutch exposure. And so indeed, even if in the short-term, there are some uncertainties. That's everywhere. Last year, it was Germany, now with France next year, the Netherlands, who knows. So -- and everybody and our clients, they look through those uncertainties volatility is a new normal and people have to live with it and our clients have accepted it and live with it.
Eric Donnet
executiveIf I may add, yes, clearly, it's a merger between 2 companies, which are already very robust. Clearly, Argan is not fragile at all. That's the leading company in each sector in France and, really, in the combined group, obviously, being the capacity to address an enlarged market to unlock landbank's capacity. And you see the quality of the portfolio and the applicable 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's clearly a large economic capacity. So the strength of France, not just short term but long term for the combined group will obviously bring benefits to the entire shareholders.
Alexander Makar
executiveAnd then the next question is coming from Charles from UBS.
Charles Boissier
analystJust 2 questions from my side. First, on looking at Argan's portfolio, I think there's no vacancy due to the type of assets and build-to-suit and average residual lease term is around 4.9 years. So would you expect the vacancy to increase towards the market average, which I think in France as of end of June per CBRE is roughly 7% over time? Or do you think that the portfolio is generally positioned in a way that should justify very low vacancy?
Eric Donnet
executiveActually our portfolio targets vacancy rate will not increase at all. And we are -- we have already been very tough around the occupancy rate, so in the last decade obviously, Argan has benefited from this 100% occupancy rate and that will continue. We do not intent at all to diminish that. And we have a strong client base, again the quality of the portfolio of 110 assets owned by Argan in France are rock solid. We have strong retail consumer goods clients that's our client base in single-tenants capacity and good location. And again we stress the presence we have in France through the [indiscernible] they are famous Blue Banana in France coming from Lille to Paris, [ Alsace-Moselle ], on the Arc Atlantic from [indiscernible] that's clearly the value of this land banks and the location and on the combined perception of the group, we clearly estimated the occupancy rate at the rate of 98.7% globally. So to assure you that will be obviously begin to have strong cash flows from these combined groups.
Joost Uwents
executiveAnd for example, the last -- or the only building, which became free the beginning of this year, which was liberated by Carrefour was rented and re-rented directly at the higher price. So they are doing perfect job within the group.
Francis Albertinelli
executiveJust as a remainder the world's occupancy rate for Argan going the last 20 years was 97%. So it's not only words, but it's facts too.
Charles Boissier
analystVery interesting. My second question is on the land bank, which Joost you mentioned as a key driver during your presentation. And going through the disclosure, there's not as much detail on the location of the land bank. Is it mostly around the Île-de-France France region? Is it spread across the market? Is it mostly around the existing asset in terms of extension of proven sites or new green build area?
Joost Uwents
executiveLet's say I will answer on our land bank here because let's say, we did not only worked on the merger in the first 6 months of '26. We also worked internally very hard and WDP is also on its own now, let's say, creating a new Western European land bank. And there, we will really create a new land bank from the north of Holland and from Zwolle, over Breda, Antwerp, Paris, Lyon, sorry, Paris and Toulouse. So that will be our new land bank. And above that, there is indeed a big land bank, which is not only, let's say, the location is important, but also, for example, 2 of them are really near and besides a part of us in Bollène, we bought 2 years ago, a big park. Well, Argan has a land -- has land besides, so we can enlarge our WDP's existing park. So it's more than just a land bank, but it's also on adjacent locations to ours. The rest of...
Eric Donnet
executiveOn the land bank portfolio, so we mentioned as far Argan is concerned, 750,000 square meters of land banks half of it in fact, in possible extension on existing plots of land combined with existing assets rented by our clients. So extensions for half of it and new, obviously, developments on the other side. But I can remind you as well that Argan has got a strict discipline as well in the developments, in-house developments. And obviously, we want to reach the correct valuation on those portfolios. And we want to secure obviously, leases before committed to those developments. So we have to combine unlocking land banks through access of capital, but obviously keeping an eye on the occupancy rates and no doubt that the combination of the 2 groups, we will keep and follow the same discipline, no change in the risk profile of the 2 companies.
Alexander Makar
executiveThe next question is coming from Vivien from Petercam.
Vivien Maquet
analystYes. Congratulations to both Argan and WDP. Two questions on my side. The first one is coming back on the EUR 250 million of disposals. So I understand you expect to sell at current valuation and -- but you're not mentioning the assumed yield. But maybe you can provide more detail on the timing and the geography considered for these disposals.
Mickaël Hauwe
executiveWe have made an analysis of which type of assets we will sell. So we know that we have not started the process, of course, and it considers non-core assets a bit scattered across the entire group in line with current valuations in general as is published and it considers non-core assets. And also do note that also on a stand-alone basis, as you have seen this year with the portfolio going towards EUR 10 billion that now also more active portfolio rotation a bit of arbitrage, let's say, 1%, 2% of the portfolio per year, we will also implement as a value driver as we have already executed upon this year. And also the EUR 250 million, you should see that against the EUR 13 billion platform upon closing.
Joost Uwents
executiveAnd the idea is to realize it, let's say, by the end of next.
Mickaël Hauwe
executiveCorrect.
Vivien Maquet
analystOkay. And then 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 and extend plan? Or do you believe that with the dilution of Romania within the combined portfolio, there is room to do more since you have done quite a lot in Romania over the last 12, 18 months. So do you see room to allocate more capital to this country?
Mickaël Hauwe
executiveNo, because it will now be diluted in the entire group. And there is Romania is predominantly developers and investor market dominated by WDP and our colleagues of CTP. And in Romania, we anticipate a sort of natural demand flow coming from the existing tenant base so that we can further activate the land into pre-let developments and that Romania will then take its fair share of the ongoing new investments.
Joost Uwents
executiveBut we will not do less in Romania in the sense that we will stop Romania. Now, we will continue like we did it in the last 15 years. And let's hope that we can help fast some French clients more in Romania and that we can continue to develop. So we will develop it further like every other country. We will treat all our children in the same way.
Alexander Makar
executiveWe have next question incoming from Suraj from Green Street. And can I ask Joost to hand over pointer please.
Suraj Goyal
analystI got a couple of questions. First one is just -- so basically, the strategic rationale for acquiring Argan obviously rest heavily on France. France has been exhibiting signs of a relatively weaker European industrial market from an operating fundamentals point of view. So take-up is down around 25% in the first half of this year versus the 5-year prior average. So how do you think about this as part of your underwriting? I know you touched on it from a political point of view, but some more details would be helpful, especially sort of where you think market rent growth will be versus your existing markets, Benelux, Romania, et cetera.
Joost Uwents
executiveWell, I think indeed we really believe in France. Yes, in France, you have, for example, a little bit a higher empty -- and higher vacancy rate in new projects because that's specifically due to France and the long duration of projects, therefore, it takes you 2 years to get your building permit and your operational permit. And so you can always not ask and no tenant in advance because nobody wants to, let's say, to wait for 2 years. And that's for more, I would say, general players, but even with those limitations of a long duration of permits, which made some investors start projects at risk they can also stop. But on the contrary, Argan proved that even within such an environment of permitting, which takes 2 years that they can pre-let it and they can do, let's say, projects tailor-made for their clients. So that's also because of the local deep knowledge. And therefore, yes, that's a general picture. But besides that, then it is the way you handle it and the way -- and they are really -- let's say, they have that French knowledge. They know how to do it, and they know how to handle it with their clients.
Eric Donnet
executiveMaybe to add-on on Joost. Joost just mentioned the fact that obviously, there is -- and there were as well political elections in France. Remember that in last March, we enjoyed the municipalities of the city elections and the greater regions, obviously. And combined with the land scarcity and obviously, all this ecological pressure, obviously, that made the wrong path or the wrong momentum for the market efficiency and new developments. Most probably after the presidential election taking place in April, May next year, we clearly will benefit from a growing market again, but we had this path -- this momentum, obviously, to go through. That's part of our building obviously, challenges in the coming months. We will come over it, that's part of the development program that we have clearly integrated.
Joost Uwents
executiveBut our clients are not thinking politically. They are really thinking about the business, about the growth, about the Europeanization, about, let's say, the de-globalization, the continentalization. There are they thinking of and they can live with volatility. And it's not because there is an election that nobody does something or -- and for us too, we don't go to France or another country because of an election. It's not because there was an election in Germany last year that we would not invest. We invest for 10, 20, 30 years and more. So then we have to look much further than just short-term disturbances. And so no, then it is really about the long-term potential of a region. That's the reason why we invest in a certain region. And we believe really in the reindustrialization and let's say, the unification of Europe. Europe needs a European answer on financial markets, on the internal market. Europe will have to defend itself. And we believe that and we believe that we can help our clients in, let's say, becoming more Europe. And we prove today that we can look beyond our own borders and that we can create European solutions.
Suraj Goyal
analystOkay. Understood. Just a quick second question, if I may. It's just on the synergies. I just want to understand a bit more detail. I know you touched on it. So the EUR 10 million synergies, you're saying around 1/3 is operational and the other 2/3 is around the funding cost, which you discussed earlier. But just to understand correctly, so that's around sort of EUR 3 million over the EUR 15 million, I think Argan has in its G&A. Is that the correct understanding? I would have expected it to be a bit higher?
Mickaël Hauwe
executiveBut we also have to acknowledge that both the groups are already quite efficient and best-in-class, and that is really what we can realize and have a high conviction in that it can be done before the end of next year. Both on operational and financial. We detailed it -- we calculated it in great detail, and we are confident to achieve those EUR 10 million by end of next year.
Joost Uwents
executiveAnd I said at the beginning, our DNA, the first thing was effectiveness. Well we are both effective. So...
Suraj Goyal
analystOkay. Understood. And then the last one is a quick one. I just want to understand how we want to think about capital allocation. So between completing the existing pipeline, accelerating the French land bank. So I think you have -- I think you mentioned around 1 million square meters of buildable area now and entering Italy and Spain?
Mickaël Hauwe
executiveWe will always do that in function of the opportunity set, listening to -- taking into consideration our cost of capital, the opportunities presented in those markets, focus on good quality assets, good mix between standing assets, also pre-lease developments within our respective markets, and it will be a mix within the geographies. And we have EUR 700 million firepower per annum, as explained earlier. So that's already quite an attractive number.
Joost Uwents
executiveAnd we will chose the best projects within our possibilities that we have, and which is now growing from EUR 500 million to EUR 700 million a year, by which you can do already something.
Alexander Makar
executiveThen the next question is coming from Florent from ODDO.
Florent Laroche-Joubert
analystSo actually, I would have only one question, maybe for Argan. My question will be as follows, so further to discussion with some investors. So why for Argan shareholders, so this is the best offer to be accepted given that this offer value Argan still with a discount on EPRA NTA. And so given the high quality of the portfolio and the team at Argan, so maybe we would have been able to imagine some offer maybe more closer to the NAV. So that's my question.
Eric Donnet
executiveClearly, Florent, the point is very clear. The Le Lan family [indiscernible] the shareholders of Argan are not selling the company. We are merging combining and teaming up together with WDP. And obviously, to combine 2 groups, you have to decide on the win-win situation. So clearly, we have to maintain a combination of 2 successful and rock solid groups. That's part of the calibration of the transaction. And that's the way we try to achieve it through this swap of shares of 3 for 1 the GAAP distribution of EUR 11, which will be, let's say, tax neutral and part of capital return. So that's the calibration of a win-win transaction.
Joost Uwents
executiveIndeed, it is not selling -- nobody is selling. We are joining together with a certain fundament on a certain basis and that basis is indeed driven by price earnings. But more important is and also for the Argan shareholders that also they think that together, they can grow faster in dividends and in growth on NAV further. So that the growth can be faster together and nobody is selling. We are just exchanging shares.
Alexander Makar
executiveAnd the next question is coming from Marios from Bernstein.
Marios Pastou
analystI've got 2 questions remaining and kind of [indiscernible] in the nature. So first of all, on the debt, are there any change of control clauses we need to be factoring in when considering the combined entity?
Mickaël Hauwe
executiveYes, Argan's debt is subject to change of control clauses. But do note that there is a very strong overlap in the lending partners with WDP's lenders. And so we are confident in obtaining those change of control clauses. And also do note that the group has substantial liquidity and also very solid access to the bond market as well. And also, we have always several offers on the table in terms of additional financing and perhaps Francis, do you want to also make a comment on this change of control clauses with the Argan.
Francis Albertinelli
executiveWe have to discuss with other banks, but we are confident to convince them to leave their loans with new structure and of course as Mickaël said, WDP has also the liquidity to eventually reimburse some of them.
Eric Donnet
executiveExactly. And it's important to stress that this merger is not obviously dependent on the [indiscernible] controlled clauses, we just have the subject of the votes and the shareholders of both companies to vote in favor of the merger, but there is no condition upon the change of control banks agreements. So we'll treat that through waivers, but it's not a condition precedent to the transaction and the merger.
Marios Pastou
analystOkay. Very clear. And then just secondly, can I just check on the required French tax ruling details there and then if there's any risk from a free perspective as well?
Eric Donnet
executiveNo, there is no real risk behind. That's clearly a technical point to be addressed. Should I remind you that obviously, the strength of the combined group is to combine as well tax regimes within the countries in Europe. And in France, we benefit from the SIIC regime, Société d'Investissements Immobiliers Côtés. So obviously, having ultimately Argan as it's stand-alone right now as a regulated and listed company, we want to maintain this SIIC regime and to be tax neutral. That's part of the tax ruling. Obviously, we have to implement within the coming months and after the general meetings.
Alexander Makar
executiveThe next question is coming from [ Mark ] from Bank of America.
Unknown Analyst
analystVery appealing transaction. Just wanted to ask about the governance because as you have highlighted several times, you want both companies to keep the entrepreneurial and family-led culture. So what would be the Board and management committee composition on day 1 after the transaction? And how which families and which company will be represented?
Joost Uwents
executiveOperationally, let's say, the group structure and the group management stays the same. And like I said, we will plug in France as, let's say, as a full 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 and one country for us with one country manager. But then for the rest of the group, nothing changes. And then at the Board level, there will be a representative of the Le Lan family will come into the Board like we have now 2 members of the third generation of the family De Pauw also in the Board since Tony has passed away a year ago.
Eric Donnet
executiveAnd technically speaking so in France, should I remind you that we organized towards, in terms of governance Supervisory Board and Board of Directors. So obviously, at the merger and completion date [ issues ] will disappear in favor of the current governance of WDP. And we will combine the 2 teams as well in France with no overlap at all. Should I remind you that in France currently, Argan is composed of nearly 30 people, WDP in France is composed of 6 persons full-time employees based locally in Paris. So there is clearly no overlap and that's part of the benefit of this merger, obviously, combining and joining forces and no dissynergies that's important to stress.
Joost Uwents
executiveAbsolutely, because we will need everybody because we want to grow and we have EUR 5 billion, but in a market of 80 million square meters of logistics, and we only have a 5% plus market share. So we really think and we believe that we can grow further, let's say, of course, in time that we can double to a market share of 10%. So we will need everybody to work on that growth.
Unknown Analyst
analystAnd what about the representation at the Board of Director level? So you mentioned 2 representative of WDP and only one of Argan and it will be one of Predica, I guess?
Eric Donnet
executiveNo. It should be one for the Le Lan family, so there will be no representative on behalf of Crédit Agricole Assurances subsidiary, Predica, but that will be Le Lan representative.
Joost Uwents
executiveBecause also Predica becomes, let's say, within the WDP Group, a normal shareholder. And there are we have more than one shareholder, let's say, between 3% and 5%, and they become a normal big shareholders besides and that's different than the founding families. We have on one side the founding families, then we have some shareholders between, let's say, 2% and 5% Predica is one of them. And then we have the big scheme of institutional shareholders.
Mickaël Hauwe
executiveSo we already agreed on the modification of the statutory obviously, the status of WDP to be in accordance with such obviously agreement.
Alexander Makar
executiveThe next question is now coming from Wim from KBC Securities.
Wim Lewi
analystCongrats from me on the growth of, I guess, over 10 years. If I may ask you 3 questions. The first one is on the EPS guidance. So if I understand it well, you say it's 3% accretive from the first year of full operation, so that is '28. Can you give an idea on the impact of '27 from a WDP point of view? On EPRA EPS?
Mickaël Hauwe
executiveYes, it will be limited, and that's why because we don't know yet the timing, the speed of implementation of the synergies. So that's why we say it will be within the first year of operation, plus 3% and slightly positive in the first year.
Joost Uwents
executiveWe will work on it in '27 to realize it in '28.
Wim Lewi
analystOkay. And can you give just an idea of what kind of costs you would run into '27? Is that -- are we thinking about legal costs or corporate finance teams or...
Mickaël Hauwe
executiveSome mild one-off cost to achieve the synergies, but limited. Yes, you also have to see this in the combined group of EUR 550 million of EPRA earnings.
Wim Lewi
analystOkay, all right. Fine. Then moving on, we've spoken a lot about the financing opportunity, and that's 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 had to sell assets and then develop. Can you give an idea of kind of the 750,000 square meters in GLA, what kind of horizon, let's say, before 2030, what kind of size you could develop or any timing on developments, if you have an idea on that?
Mickaël Hauwe
executiveI would say around Argan has a very great team and can do more with more financing resources and can grow double the amount, which they currently do, the current run rate can be doubled with the team.
Eric Donnet
executiveSo we currently have the in-house development team. Again, that's very important in our combined group. It's not just the team, it's clearly the answer. It will come from the market. Again, we are combining 2 very strengthful and strong groups, WDP and Argan and no issue, we will not take additional risk. We'll keep the risk profile again of the combined group. So if you want to do development, obviously, we want to do it combining it and offering it to the market. So being pre-let and not taking additional risk. So that's part of the transaction. But to address strictly your point, we are capable of achieving EUR 200 million of investments for Argan this year, and we target EUR 150 million for next year for 2027. And we can obviously do more through access obviously and better access to capital and partial unlocking of this land banks will obviously add up on the existing acquisition and commitments we currently have in the pipeline. But let's say, we'll do it again in a very disciplined manner.
Joost Uwents
executiveAnd above the possibilities in France, there will be, let's say, the European possibilities because when we spoke to the teams, I think there are possibilities to grow further with the existing land bank and with the knowledge of the clients, we can grow and that can be a basis for Spain and Italy. There was a French client of Argan, who would like to go to Spain, and he asked to Argan to go to Spain together, but Argan was not capable. And now as from now, they will be able -- we will be able to do it. So there is more than only the growth in France. It is also the teams with their local client knowledge that can help us to do deals in other countries like last year, our Dutch team helped the Romanian team to do a fantastic development for action in Romania. That is the real value beyond local growth.
Wim Lewi
analystYes. Thanks, Joost. That's actually a good bridge to my next question is because the way you also put it, there's 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?
Eric Donnet
executiveYes, your understanding is really correct. Actually, we have a strong client base at Argan. And obviously, our first tenant is Carrefour. So the combined group, the current exposure of Carrefour, that's important again to stress and mention will obviously be diluted. Currently, we are having between 25% to 26% of Carrefour exposure in terms of revenues obviously with the combined group, this exposure will be diluted downwards to 8.8%. And obviously, with a strong client base made of Carrefour, whether it's [indiscernible] retail good or consumer goods with L'Oreal and [indiscernible], we have strong international brands and clients in France that are keen to accelerate and develop whether in Italy, Spain or even in Benelux together with us. And obviously, the in-house development teams of the 2 groups can achieve that. That's for sure, we will achieve that.
Joost Uwents
executiveBut that's too early to give concrete details on that. Wim we first have to combine to do the combination work and then we can start with the...
Wim Lewi
analystOkay. Sorry to be impatient. Last question is, you said France is kind of a very important piece of the puzzle in the European network. Now the other big piece in the puzzle is Germany, where you've also said this is a target area for you to grow. I think also if you want to 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's like a big distressed sale coming up that you say Germany is not the priority at the moment?
Joost Uwents
executiveNo, Germany is like we established a team. We are looking into deals. And yes, we are even very positive about Germany and about the possibilities in the second half. We did not work only on the merger. And now let's say on Spain there -- Spain and Italy, there we established the teams. They are making their plans. And in Germany, we have the teams, and they are really working good now. And we are sure that we can come with good news about Germany, and it's not that we will do less in Germany. No, we continue what we will do and what we have planned before.
Eric Donnet
executiveAnd if I can add up, clearly as far as Argan is concerned, we have strong presence in Eastern France as well Argan now seem as [indiscernible] and with brands again together like Puma, BMW and so on, there will be cross-border achievements that we can achieve between the 2 companies in a combined manner. So Germany is obviously, again, accessible and could be strength through the presence of Argan and eastern part of France.
Alexander Makar
executiveAnd then we have 2 more people in the queue. The next question is coming from [ Niraj ] from Barclays.
Unknown Analyst
analystJust a quick one from my side. I wanted to check if this merger counters change of control for recently issued Argan bond as well. Does that mean you may need to pay that bond ahead of the 2029 maturity?
Mickaël Hauwe
executiveSo the Argan 2026 -- so the '26 bonds will be paid prior to completion of the merger, of course, that's scheduled in '26 and the Argan '29 bonds, we do not need to ask approval, but there is due to the merger, a change of control and the bondholders have a change of control put option they could exercise. It's up to their discretion, of course, but these investors are similar to the bonds in which we invest and they will get in return exposures to a company which has a rating of 3 notches higher. And also, we have more than sufficient liquidity and access to liquidity to absorb that even at a lower spread.
Alexander Makar
executiveAnd then a final question from Amal from Petercam.
Amal Aboulkhouatem
analystCongratulations to both teams. Just a question on a topic that is dear to me on ESG. So I do think that Argan has developed a strong expertise and they have this autonome standard for new warehouses. Have you discussed perhaps the way that this, let's say, high ambition on self-sufficient warehouses could be expanded into the entire portfolio and how you -- because I do think that Argan has said in the past a very high ambition going forward when it comes to the ESG features of their warehouses. Is something you have discussed for the combined portfolio?
Joost Uwents
executiveOf course, we will continue to use all the capacities and the capabilities of each group. And I think we both have our idea of delivering additional energy solutions to our sites and having high ESG standards, and we will learn from each other further, but that is indeed for the next step when the merger is realized, then we can start really because we were -- and don't forget, 2 quoted companies. So we have to be careful and those things are for, let's say, post-merger and then we can really start and put all the teams together to learn from each other and to see how we can do better together.
Eric Donnet
executiveAnd again, we consider Argan is a leader ahead of the market obviously ESG issues. Autonome is a brand that will be kept. Same for Argan we will operate in France through the brand Argan. So clearly, we will obviously capitalize on Autonome. You know that we are fully convinced and that was an idea of Jean-Claude Le Lan years ago, again ahead of the market. We will maintain this competitive advantage, we will stress it. And obviously, that's something we are ready to widespread within the combined group, keeping this advantage and the competitive advantage.
Alexander Makar
executiveThere is no one else currently in the queue, and we also want to be mindful of time as there are more than 400 people in the call. And there are some written questions. Most of them related to the dividend, but they were already addressed by Eric. So we'll come back to you offline by e-mail. And before handing over the word to Joost, there's just one question if we are still happy with our participation in the north, and then you can conclude the call.
Joost Uwents
executiveOf course, we are still happy with our participation in the North because then we can still say, and I think this is important in a European view that WDP can offer solutions from Helsinki to Madrid and Rome. And that capability that is unique and that we can do and we can offer to our clients, thanks to our participation in the North. So thank you, Alexander, and thank you, everybody, for listening and asking all your questions. But I can just ending like I ended in January, I think we are really delivering today with a vision for tomorrow. Delivering today, I think both companies worked hard in the first half year on their own operations with very good results and very good prospectives. And we see a lot of possibilities further. And I think we have very good prospects for the second half of the year even in those volatile times. And we really work now with a vision for tomorrow. Very important today is I cannot stress it enough, we will blend companies -- we don't buy dry assets. We blend companies, companies with assets, but with clients which want to grow nationally and internationally with a combined land bank, with development knowledge, with both a good brand. So there are enormous possibilities in the short term, but also in the long term. And that is really important. And that made me, let's say, so proud as the CEO of that new group that we can really further create value together and that indeed, it's not a 1 plus 1, but 1 plus 1 is 3. This is really, like Mick always says, a textbook example, find a beautiful project that we will realize together and by which we can continue to create value. And besides that, I just want to thank the whole team, the whole team of Argan, the whole team of WDP and all the other parties who worked day and night the last months on this unique project that we could realize indeed just in time before the French holidays. So -- but therefore, thank you, everybody, in order to have done all that hard work. But I think we all are 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.
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