Wereldhave N.V. (WHA) Earnings Call Transcript & Summary
July 27, 2021
Earnings Call Speaker Segments
Ruud Van Maanen
executiveGood morning, everybody, and welcome on this cloudy day here in Amsterdam for the H1 2021 results of Wereldhave. Today here, I am with Matthijs Storm, CEO; and Dennis de Vreede, CFO, who will give a presentation on the results and the disposal, of course, of the portfolio in France. First, the presentation; later on, there will be the option for a Q&A session. And with that, I would like to hand over to Matthijs. Matthijs, please go ahead.
Matthijs Storm
executiveThank you, Ruud, and good morning, everyone. Exciting day for us, not only the results but, as Ruud already mentioned, we made progress with regards to our strategy and, in particular, the French disposal, so this will certainly be a topic that we will discuss further. Let me skip a couple of slides and go straight to the key messages of today. I think, first of all, most important to us is that we have sold 4 out of 6 assets out of our French portfolio for the amount of EUR 305 million. We'll get back to that later. Secondly, as we already reported earlier, we sold the last shopping center in the Netherlands that we had for sale, the Koningshoek in Maassluis, above book value. So the Dutch disposal program is finished. If we look at our loan to value, which is important to us, when we launched a new strategy about 1.5 years ago, we said we target an LTV range of 30% to 40%. With the news that we announced today, we will reach a pro forma LTV of 42%. So that's certainly a step in the right direction. When we look at the indirect results, valuations in the Belgian portfolio have been stable for a long time. But in the Dutch portfolio, of course, we faced significant write-downs over the last couple of years. For the first time in 9 valuation rounds, we have a pretty stable result in the Netherlands with regards to valuations. This is adjusted for the 2% increase in transfer tax which is, of course, a one-off and holds for all the companies with commercial property in the Netherlands. When we focus on the direct result per share for 2021, we previously had a guidance of EUR 1.80 to EUR 2. And despite the EUR 0.13 negative impact of the French disposals, we only lowered the outlook a little bit to EUR 1.75, EUR 1.85. That's why we also mentioned that the guidance would have increased have not sold the 4 French assets. I think that's important to amplify because I know that in some of the analysts' comments that this was not entirely clear, so that's why I'd like to reemphasize this again. The outlook for the direct result 2022, this is something that we already mentioned in February '20 when we announced the new strategy, our trough direct result will be EUR 1.40, EUR 1.50. And again, having sold 4 out of the 6 French assets, we can repeat this guidance. After 2022, we expect 4% to 6% annual earnings growth. Lastly, because we're selling the 4 French assets today, our financial situation, and Dennis will tell more about that later, has improved significantly. And this is also why we can confirm to pay at least, so this is a minimum, EUR 1 per share dividend next year. So that will be a final announcement in February 2022. But it's going to be at least EUR 1 per share. After that, as of 2023, we will start paying 75% to 85% of direct result per share, which is our normal dividend policy. If we then go to the next slide, the highlights for the first half of 2021. If you look at the direct result per share, you'll see a small drop of about EUR 0.04. I think this is logical because we sold 5 Dutch assets in this period, which is the main reason for the drop in the direct result per share. You will see from a like-for-like rental growth perspective, we have a positive number. The indirect result, the valuations, we will get back to later in the presentation. Also important to mention that our NPS score, the Net Promoter Score, which is an important parameter for our new strategy, has increased significantly to plus 16% from plus 4%. This is mostly driven by a lot of new concepts that we've launched, amongst others, The Point in several shopping centers in Belgium and in the Netherlands but also Connect, several of our Customer Journey initiatives and also our pop-up concept, UpNext. I think those have been reasons why we've been able to increase NPS. If we then go on to the numbers, the like-for-like rental growth, I don't want to spend too much time on that. Of course, it's very much distorted by the COVID situation. Please bear in mind that in the Netherlands, in the first half of 2021, the COVID situation was more heavy than in the first half of 2020. We had, for several months in the Netherlands, forced shop closures, which was not the case in 2020. So that's the reason why the Dutch figure is negative 9.4%. Overall, still, we have a nice 2.5% positive like-for-like rental growth. Now we move on to the disposal program. Of course, I think the key news of today is the fact that we've sold 4 out of 6 French assets. You see here on this Slide #9, the 4 assets that we've sold, gross proceeds of EUR 305 million, including EUR 5 million of estimated CapEx. But I think if you look at the conditions of the deal, what is very important here, we haven't provided any rental guarantees. There are no CapEx obligations for us as Wereldhave post the transaction date in September, and we didn't provide any vendor loans or other kind of arrangements that you sometimes see in transactions. It's a very clean deal. We realize it's a significant discount to the book value, but I think it's important to mention that the conditions, the other conditions in the deal are in our favor. Again, the closing date of the deal is 30th of September 2021, and the cost savings related to this deal -- because this is important to mention, we will start to wind down our French platform towards the end of this year, so the cost savings will start to kick in as of 2022. The use of the proceeds, also important to mention, is repayment of the debt -- of course, we target a lower loan-to-value, but Dennis will get back to that later -- and the investments in our strategy. And this is a very important thing to mention from my point of view because, until this moment, I think regarding LifeCentral investments, we have been cautious and conservative. Of course, we have invested in the portfolio and in the transformations, but this deal in itself for us is transformational because we can now allow and speed up the transformation projects in our portfolio. If we then look at the impact of the transaction on our key metrics, loan-to-value goes down by about 4% pro forma from 46% to 42%. We're not there yet at our target, but Dennis will mention later how we think we will get there. I think this is certainly a step in the right direction. If you look at our outlook for the direct result per share, again, as I mentioned in the beginning, it's a little bit lower. But adjusted for the disposals, we would have upgraded our outlook for the full year. And of course, there is a significant negative impact on the EPRA NTA per share, which is driven by the 39% discount to the book value implied by the French transaction. Then the question is what do we have left in the French portfolio, 2 shopping centers, and we are actually happy that we sold this package of 4. Why? Côté Seine in Argenteuil in Paris and Mériadeck in Bordeaux are 2 of the smaller assets in our portfolio. Particularly, Côté Seine is a shopping center that really caters to the local catchment area. So it is, I would call it, a convenience shopping center. It has a 96% occupancy rate as you can see. Since we own a shopping center, the occupancy has never been below 95%. So this is certainly an asset that we would like to keep outside the sold portfolio. Mériadeck in Bordeaux has been a little bit more challenging in the past, but you can see we've been able to increase the occupancy to 96%. At the moment, the footfall of the shopping center is still impacted by a lack of office workers in the district and also, to an extent, a lack of tourists in Bordeaux. We think that will gradually recover in the coming months, and there will certainly be a good moment in time next year to sell the shopping center. Again, because we've now done the deal with the other 4 assets in France, we're in a much better position to sell these 2 shopping centers so we can time them rightly. Quickly on the Benelux disposal program, which is now finalized. As I mentioned, we sold the Koningshoek in Maassluis. You can also see that on the next slide, some details about the shopping center. This one, we sold slightly above the book value. So I think that's a good deal for us. Then finalizing on the disposal side. If you look at our strategy, what you look at here on this Slide #14, is the management agenda that we set out in Feb '20 for the years 2020, 2022. And what you can see is that we now made significant progress in France, 4 out of the 6 assets have been sold. The divestment program in the Benelux is fully completed and restructuring the balance sheet, we're on our way, we're now at a 42% LTV. So with the final disposals in France, the retained earnings, some gains from the residential side we will certainly go within the range of 30% to 40%. And we think we could actually be there before year-end 2022, which was our initial target. Then we go to the results themselves. If you look at the operations, in the first half of 2021, here, you see the 3 countries. I think if you look at the total leasing volume, 5.5%, that's better than last year when we were at 4.8%. So that's an improvement. I think France and Belgium have done a really good job here. In the Netherlands, the leasing volumes were a little bit lighter than last year. Having said that, I think if you look at the leasing volumes, particularly versus ERV, again, plus 3.8%, that's positive. That's a good sign. And also from an occupancy perspective. We're now at almost 95% for the shopping centers, which is an improvement of 60 basis points versus the last quarter. With that slide, I like to hand over to Dennis.
A. de Vreede
executiveYes. Thanks, Matthijs. So I'm at Page 17 and that is about the rent collection. I think rent collection keeps being on the forefront of our agenda given the COVID situation. So what you see here on the left-hand side really is the footfall growth. We see strong rebounds when the governments, the respective governments, are easing basically the regulations. So you see that keep coming back basically very steeply as soon as the COVID restrictions are eased. On the right-hand side, you see the rent collection for the first half of 2021, which is ending for the group at 84% with quite some differences between the countries, and especially France is sticking out there. And that is because the market is basically waiting for EU approval of the government, basically, subsidies for the larger retail tenants in France. As soon as that is clear, we believe and we receive indications from our tenants that they will start to pay their rents over the first half year in a better manner. A little bit more detail on the rent collection on the second 2 slides, basically. The invoiced rent has been received for about 80%. 20% is still open. That represents about EUR 23 million. From that, we have taken almost EUR 8 million provision. We have been providing over EUR 4 million of discounts on that same piece. So what do we need to collect is about EUR 11 million. And on the next page, that is in a waterfall chart we presented basically again. So out of the EUR 18.7 million, which is under negotiation by the end of the first half, we have taken almost EUR 8 million provision given then that we need to collect about EUR 11 million as the remaining part of the first half year. Now if I look back at the end of last year, I believe we were around EUR 7 million, a little over EUR 7 million, that we had to collect. And in the first half of this year, we have been collecting a little bit more even than that EUR 7 million. So we were able to release some of our provisions at year-end. So with that fact and the fact that we have been putting a lot of people on the rent collection and the fact that we do expect that the French government will be starting to provide more clarity around the government subsidies. We believe we will be collecting all of that, if not a little bit more. We have 3 slides on the countries, which I will hand over to Matthijs.
Matthijs Storm
executiveThank you, Dennis. Starting with the Belgium portfolio. I'm not going to mention everything, of course, on this slide. But I think again, as you are used to from our Belgium portfolio, very stable and encouraging results. First and foremost, the occupancy rate of the portfolio has increased to 96% of the shopping centers. If you look at the leasing examples, I think in particular, Maisons du Monde in Liège stands out. Here, we replaced a large fashion tenant with a homeware. And I think from a strategy perspective, that is really important because that is also an ambition for this shopping center, so that helps the strategy a lot. If you look at the footfall of our shopping centers, you can see that on the left-hand side, we've outperformed the market by about 500 basis points, which I think is a very strong sign. So a good quarter, I would say, certainly, for our Belgium portfolio. If we then go to France, of course, these metrics are all still including the 4 assets that we're now selling to Lighthouse Capital. Good leasing volume, I think we leased more or less in line with ERVs over this quarter. If you look at the individual shopping centers, some important lettings in Côté Seine in Paris. And again, this is an asset that we will keep a little bit longer than the other 4 where we extended the pharmacy and signed Pitaya as an F&B tenant. In Mériadeck, we signed a very large floor plate to the toys operator, Kingsway. And in Docks Vauban, we signed a food anchor, Lidl, which has also certainly helped the transaction that we announced today. If we then go to the Dutch port portfolio, what you see here, as I already mentioned, a little bit lower on the leasing volumes but a very encouraging plus 9% versus ERV. And what is certainly very important in the Dutch portfolio is that we signed a large package deal with all the H&M and MediaMarkt stores in the Dutch portfolio. So you will see later in the presentation, if you look at our larger fashion and electronics tenants in the portfolio, and of course, these are segments that are challenged by e-commerce, you will see that in the Benelux, we've extended all the leases with our major tenants. So that's important also for our strategy. In Tilburg, very important leasing of the former Hudson's Bay building. Entire building was leased to the KOOPman, which is a local fashion formula, which I think is very encouraging, particularly the fact that we didn't pay any tenant incentives here, so also financially for us a very good deal. Lastly to mention in Presikhaaf in Arnhem, we've extended our health care plaza, and this is important, of course, in the LifeCentral strategy where we are implementing mixed use in the portfolio. We signed a laser clinic, a dietitian over the last quarter. Then I hand over to Dennis for the direct results.
A. de Vreede
executiveI'll just go on to the direct results on Page 23. Thank you, Matthijs. Well, the header is telling it. We see that the direct result has been impacted basically very negatively by the disposals. We've explained already those Benelux disposals, and they're on the bottom left-hand corner clarified. If it wasn't for those disposals, our direct result per share for the first half year would have been about EUR 0.10 better. So now we see that we are EUR 1.1 million lower compared to the first half of 2020. Besides the disposals, I think it's important to show that the Netherlands has still been battling, I would say, in the first half year, with a number of bankruptcies in the portfolio. We've also seen some negative rent reversions on some strategic, I would say, deals that we have been doing in the Netherlands with some tenants. So that explains, I would say, the minus EUR 2.5 million for the Netherlands. However, like I said before, in Belgium and France, we've been benefiting from the fact that we've been collecting in the first half of the year, a lot of rents out of 2020, which has been helping, which have been driving the positive NRI results in both countries. Next to that, I would say in Belgium, we've seen a slight, let's say, negative NRI on the shopping centers and a little bit of negative on the offices. On the right-hand side, I think the interest of EUR 1.2 million, which is better than last year, is basically explained by the fact that we've been using our disposals, of course, to pay down debt. If I just move on to the next slide, cost efficiency. This is a slide you've seen before. Matthijs just mentioned already, the phaseout out of France, which has been started basically now. We will be completing the transaction on September 30. And I would expect that we will be starting to save costs, of course, in 2022. And obviously, after we've sold the 2 remaining assets in France, we will be saving additionally on our French costs. Below that, we are looking, we are exploring another office for our headquarters based on Schiphol in Amsterdam, which should result in a EUR 400,000 per year saving, starting hopefully somewhere in '22. And I think the next thing I'd just like to say here is that we have now the funds available to really start accelerating our LifeCentral program, which also means that we will be exploring opportunities of our Phase 2, our growth phase of LifeCentral. If we are able to execute on that, obviously, we will be more cost efficient as well with a larger asset base. On the outlook 2021, Matthijs mentioned already, we believe our direct result per share will come out between EUR 1.75 and EUR 1.85. That is a little bit lower than the previous guidance, but that is a completely caused by the fact that we will be losing 4 French assets as from September 30, which has a EUR 0.13 impact per share or, in other words, our direct result per share guidance would have been better than the previous guidance if it wasn't for those 4 assets. Important to understand also on the left-hand side, some assumptions. We are assuming no further complete lockdowns during the remainder of the year. We have built in some conservatism in our forecast, I would say, in the second half of the year, but that's not including, obviously, full lockdown in any of the countries. Matthijs already repeated, our trough direct result per share is still at EUR 1.40 to EUR 1.50 for next year. And for this year, we will be paying EUR 1 per share as a minimum and we will be announcing that in February. The NTA obviously had a net tangible assets that has been -- that has declined. And obviously, that is the result of the negative indirect result. The negative indirect result of EUR 1.79 per share or about EUR 74 million is caused by, I would say, 2 main items. The one is the negative revaluations of about EUR 57 million, and I'll get back to that on the next slide. Out of that EUR 57 million, around EUR 16 million was caused by the fact that the Dutch real estate transfer tax has been increased from 6% to 8%. And in that same EUR 74 million, there's also a result on disposals -- negative result on disposals of around EUR 14 million, which was caused by the earlier disposals of the In de Bogaard and Etten-Leur. Moving on to the revaluations. I would say, at the very bottom of the slide, you could see the EUR 57 million negative revaluations for the full year. Again, much lower than we've seen in the previous years. We've also seen that the Dutch valuations are stabilizing somewhat. We also see that EPRA net initial yield of the Netherlands is decreasing. It's compressing a little bit by the fact that we've been selling a few assets with higher yields. And out of the EUR 32 million of the Netherlands negative revaluation, again, about EUR 16 million is caused by the fact that the real estate transfer tax has been increased. I am moving on to the next slide, and I'll hand it over back to Matthijs.
Matthijs Storm
executiveThank you, Dennis. Surely, a little bit more color on the valuations. If you look at this slide, valuations are stabilizing. Why are you mentioning that? I think it's mostly important to mention that for the Dutch portfolio, I think for the Belgium portfolio, as you can also see in the chart on the left-hand side, where you see the EPRA net initial yield, it's been relatively stable. But again, in the Netherlands, for the first time in 9 valuation rounds, we have actually a little bit lower yield for the Dutch portfolio, to the extent that's driven by the fact that we've sold some higher-yielding shopping centers. But it's also driven by the fact that for some assets, we noticed yield compression, and that is also for the first time in 9 valuation rounds. So that's an encouraging sign. I think it's also logical. We've mentioned this earlier in press releases because the Dutch retail investment market is clearly rebounding since the beginning of the year. And I think the fact that we've sold all of our 5 assets that we held for sale is proving that. If you focus then more in on the Netherlands, this time, as Dennis mentioned, the majority of the negative valuation was caused by an increase in transfer tax. If we look within the portfolio, we see that the smaller, midsized, more convenience assets, they actually showed some yield compression this quarter. And we think the outlook for those assets is particularly strong from a valuation perspective. If I look at the deals that are being done in the market at the moment. Our 4 larger assets in the Dutch portfolio, they still noticed a small valuation decline. But again, if we look at the high initial yield, almost 7% that we're talking about, including the fact that from an ERV perspective, again, we leased above ERV, we certainly feel that we're reaching a trough from a valuation perspective. From an earnings perspective, the trough will be next year, our direct result per share 2022, EUR 1.40 to EUR 1.50. If we then focus on the strategy, a quick reminder to about 1.5 years ago, we presented a slide that you can see here on the left-hand side on Page 29. What we told you in our strategy is that we believe that once we have fixed a shopping center, so we've turned a traditional shopping center into a full service center, we think it should trade at a lower cap rate. We think one reason why retail yields are significantly higher than other property types in Continental Europe is because there are issues, of course, with retail. But once we fix those, we think yields should come down. You see on the right-hand side, the current net initial yield of 6.1% for our Benelux portfolio, so this is ex France, we think that after completion of all the transformations, our yield will have come down by about 60 basis points to 5.5%. If you put it in perspective, on the bottom right of this slide, we think we will invest about EUR 90 million to EUR 110 million of nonyielding CapEx. But if we are right about this yield compression, we will create EUR 180 million to EUR 220 million of value. I think the good news of the first half of 2021 for us is that we actually saw the first pieces of evidence. As you can see on Slide #30, and that was in our Belgium portfolio, in Courtrai, we are working on Phase 1 of the full service center transformation. That net initial yield went down by almost 30 basis points. In Liège, we saw 10 basis points yield compression. We finalized the first phase of the transformation. So we're certainly nicely on our way of getting there. In 2022, we will deliver more full service centers. As you can see on the slide, Presikhaaf in Arnhem, Sterrenburg in Dordrecht and Tilburg. And again, we expect yield compression accordingly, which should underpin our strategy. With that, I'd like to hand over back to Dennis for the capital allocation and the financial.
A. de Vreede
executiveThanks, Matthijs. So a few slides on the capital allocation and the financing before I hand it back to Matthijs for LifeCentral and the concluding management agenda. On the next page, on Page 32, capital allocation. I keep repeating myself, we are working on building a very rock-solid balance sheet. I mean we keep working on strengthening our balance sheet. We believe that the targeted LTV of 30% to 40% by the end of next year is very realistic. We have been disposing assets as we promised to you back in February last year already by finalizing the Benelux program and by now able to sell 4 out of our 6 assets in France. We will be investing in our LifeCentral strategy. I think Matthijs and I have been repeating that we believe that is the future-proof portfolio, which should create a long-term value creation for the shareholders. On the dividend side, I have already told what we are planning to do. If I then zoom in on our LTV development, I think it's quite clear that the French disposal has a very positive impact on our pro forma LTV where we ended the first half of 2021 on 46.1%. This will have 4% impact. So it will bring us closer to the 42%. And by the end of next year, again, with additional 2 disposals in France, which we are targeting by, of course, the retained earnings, by some residential gains, we are foreseeing -- and potentially, by some equity-backed acquisitions, we do believe that we are in a position to bring down our LTV to a healthy number between the 30% and 40%. That should obviously also allow us to execute on our dividend policy in a sustainable way, and it should also reduce our vulnerability to potential revaluations. On the debt profile, the next page, I think this already is showing in our numbers that we are further paying down debt with about EUR 132 million compared to last year, which is a result, obviously, of our disposals. We are at 46.1% LTV, which improved from 46.7% by the end of last year. And we increased our debt maturity from 3.4 years to 3.7 years by some of the refinancings we did in the first half of this year, which are visible on the left-hand side of this Page 35, EUR 202 million in new and refinancing activities we did in the first half of 2021. I'm not going to mention them all out to you. We have issued separate press releases on that. But I think with these new finances and, of course, also the fact that we will be receiving the full payment from the buyer in France at the end of September, our liquidity is now secured until the first quarter of '24, which is basically visible on Slide 36. In the first quarter of 2024, we will have to refinance our large EUR 300 million revolving credit facility, and we are already in first discussions with our banks to understand how we are going to approach that. But as visible on this slide also, we have plenty of time to do so. Then I hand it over to Matthijs for the last pages.
Matthijs Storm
executiveYes. Thank you, Dennis. Lastly, on the strategy, the LifeCentral progress in the first half of 2021. As you can see here, we slightly increased the mixed-use development in the portfolio again to 10.3%. Target is 25%. It's a small increase. But again, I think because we've been able to execute on the Dutch and the French disposals, as from now on, we can really start to push the strategy as we laid out in Feb '20, which is important to us. On the next slide, we see a new announcement in the first half of 2021 of an existing development there. If you look back in our development tables over the past quarters, you will see that Sterrenburg is not a new project. But what we did is that we adjusted this project in order to make sure it will be a full service center. You see on this Page 39 several elements like the Fresh Street, multiple F&B tenants that will enter the center. And also, from a sustainability perspective, the target to reduce the carbon emission by 30% by 2030, that's also new in the project. All in all, EUR 24 million of CapEx and a very nice unlevered IRR of 6.4%, nicely above the 6% unlevered hurdle that we set out about 1.5 years ago. So Sterrenburg in Dordrecht is now a full service center project and will be delivered in 2022. Then a short recap of what we laid out in Feb '20 and also what we reconfirmed about 6 months ago, we think actually that the COVID-19 situation, as we have it today, of course, no one knows exactly what's going to happen, but if you look at the impact on the strategy that we laid out, we think the COVID situation actually reconfirms the strategy. I think we have the right strategy to deal with the challenges that come from COVID. If we then zoom in on Slide #41 on different categories in Belgium and in the Netherlands, and I'm not going to read it all out, of course, but I think it's important to realize this because we get a lot of questions about this. We identify, starting with the Belgium portfolio that, particularly, the 3 categories at the bottom, shoe and leatherwear, mobile phones, electronics, multimedia and also multi-brand fashion, are the categories that could be at risk. What you see on the next page, on 42, we zoom in a little bit closer on those categories. You see, for example, what the world is to the first break but also to the contract end. But we also mentioned here the percentage of red flags that we have identified. What does that mean? For every individual shopping center, we have labeled each individual tenant red or green, and the percentage red flags, obviously, is represented by the different categories, is a result of all those blueprint analysis. If you focus in, for example, in the Belgium portfolio, on the brand stores, we think it's actually a low risk. Why do we say that? Because we recently extended the rental contracts for the entire portfolio. So that is all secure now. One final thing to mention, if you look at fashion multi-brand in the Belgium portfolio, that's about 3% of our rent. That is typically the kind of space that we would like to transform to other uses, such as resi, offices, health care and so on. We've done the same analysis for the Dutch portfolio. You can see the 4 categories at the bottom of Slide #42, but I'll skip straight on to Slide #44. If we deep dive for those categories, you see that multi-brand fashion is certainly here again, like in the Belgium portfolio, the category at risk for us. This is about 5% of the rent. But the story is the same as for the Belgium portfolio. Also here, within the brand stores, I think we have a little more risk than in the Belgium portfolio. But also here, we've extended the contracts amongst others with H&M, as we already mentioned earlier. Within multimedia electronics, again, we extended with MediaMarkt in the first half of this year. So that's also done and sealed. And lastly, within shoe and leatherwear, I don't think that it's a matter of space. It might be a matter of rental levels in this category, but this is something we factored into our strategy. So I think it's important to realize, all of you, that there are certainly issues with some of the categories. But what we're trying to show here is that, with most of those issues, we've either already dealt or it's incorporated into our business plan. Then lastly, before we go into the Q&A, the management agenda, Page 45, what you can see here, and we've already mentioned that on one of the earlier slides, I think we've made, certainly, with the announcements of today, a very nice progress regards to our management agenda until 2022. The phaseout of France is now almost completed. We have finalized the divestment program in the Benelux. The balance sheet, as Dennis mentioned, is nicely on its way towards 30%, 40% LTV. And also, if you look at the full service center concepts, the conversions, the new announcement of Sterrenburg, the organizational changes and also the improvement from a CSR and ESG perspective, I think we made very nice steps also in the first 6 months of this year. And it's our expectation that we will actually be able to finalize this agenda before the year-end of 2022. I think that's part of the good news of today. I think with that, Ruud, we can open up the floor for questions.
Ruud Van Maanen
executiveAll right. Dennis, do you want to...
A. de Vreede
executiveYes. The first question is coming from Niko from ABN. And I'll read the question out. Can you comment further on the disposal process for the 4 assets sold now to Lighthouse Capital? How much better was the offer you saw from Lighthouse versus the second best option? Also, earlier, you had indicated single-asset disposals would have yielded higher pricing. Was Lighthouse one of the potential buyers that had already looked at the portfolio previously in early 2020? Is it likely we can expect perhaps 1 or 2 additional disposals in the Dutch portfolio in '22? Given the pricing of the French disposals, just bring the LTV close -- and then I cannot read the question anymore, but I assume, given the pricing of the French disposals, just bringing the LTV not close enough to the 30% to 40%, is probably the question from Niko. Good questions, Niko. Thank you for asking. Let me first say that we are very much realizing, we've been selling those 4 assets at a steep discount to Lighthouse Capital. So Matthijs and I are very much aware of that. However, we believe, in the bigger scheme of things, this was the right thing to do. We are -- not trying to repeat myself, but we are strengthening our balance sheet. We are now extending our liquidity until Q1 2024, so we have no worries about liquidity. We are making funds available now to go full speed ahead with the different transformations in the full service center area, which we have already announced earlier. So yes, a steep discount but, on the other hand, this will accelerate the fact that we can now work much faster on rolling out our full service center strategy. Were they already in the picture last year, Lighthouse? No. They only came into the picture late 2020 when we were exclusive already with this other potential buyer, where we ended those exclusivity in early December. That's when basically they came into play. So we decided to go for a single-asset sales. Yes, that's what we also announced earlier this year. However, this was the only party who was interested in 4 out of the 6 assets. So we have been running their initial offer basically next to what we have seen in the market on single-asset offers. And back in May, we decided to go exclusive with this party given their strong interest, given the fact that they are a very reputable buyer, institutional buyers, a listed South African company. So we decided there was less, let's say, deal risk with this party and go for it. So that's how we could conclude this deal last night after closing of the exchange. Does it -- what does it mean to us? Obviously, we would have anticipated last year a little bit of a higher proceeds on these assets. we will be focusing, of course, to maximize the proceeds on Mériadeck and Côté Seine in Paris, and we believe there are a number of improvements we can still make in those assets to maximize the proceeds. We will take our time for that. There's no pressure to us basically. And if needed, like you said, we will look in 2022 to see, okay, do we need to sell 1 additional Benelux asset to bring down our LTV to the desired level.
Matthijs Storm
executiveNext question, also from Niko. And I think maybe adding to what Dennis just mentioned, Niko, I already mentioned something about Côté Seine and Mériadeck that we will keep in the portfolio. Those 2 assets will be sold at tighter discounts than the portfolio that we saw today and for the reasons that I already mentioned and also for the reasons that Dennis mentioned. That is something that you can certainly count on. I think -- I already got the next question, but I think we should go one backwards because I missed it. Thank you. Niko is asking, are you still aiming to keep the top management in France until the end of the disposal process? Or is the intention to close the French office and run temporarily the remaining 2 assets in 2022 by the Belgian team, assuming the last 2 assets are sold in 2022? Good question. As I already mentioned, it's our intention to scale down the French platform significantly towards the end of this year. Of course, we need to manage the assets until the end of September. Maybe we will manage them a couple of months longer. But of course, we will be reimbursed by the buyer of the French assets. So the cost savings will start to kick in, in the beginning of 2022. Bear in mind, we still have 2 assets left in France. So of course, we need a small organization in France to continue to manage those assets.
A. de Vreede
executiveAnd we can go to the next question.
Matthijs Storm
executiveThe question is from [ Vince Ilias ], if I pronounced that right. Why didn't the buyer also buy the remaining 2 assets in France? Yes, it is actually a question you have to ask to the buyer because they are a public company, too, so you can ask that question. But what I understood is that they've always been interested in these 4 assets from the beginning. I think this is the type of product that fits to what they already own, but that's my expectation. The other 2 assets, Côté Seine and Mériadeck, are smaller assets, more convenience-oriented type of shopping centers. So I think that's the reason. Dennis?
A. de Vreede
executiveYes. Next question is from Jaap Kuin from Kempen. Is it correct to assume trough guidance does not include rental income from France? If it does, what would be trough EPS without any French assets? Well, Jaap, that's right. Our trough guidance of EUR 1.40 to EUR 1.50 does not include the rental income from those 2 assets. So we believe we can make the EUR 1.40 to EUR 1.50 without the full rental income next year of the franchises.
Matthijs Storm
executiveNext question is from Rob Virdee. On balance sheet capital allocation, how are you thinking about your current capital structure in the context that the vote at the recent AGM allows you to issue an additional 10% of share capital? You are close to trading at my NAV, would you consider using equity to expediate your lifestyle transformation strategy or even purchase distressed assets? Do you need to exit France before this is on the agenda? Rob, you're completely right. And thank you for the question. We did receive approval from the AGM to issue new shares, 10% -- up to 10%. What we didn't receive is the approval to do that whilst waiving the priority rights. So what we can do is buy an asset and pay in new shares, Wereldhave. However, what we can't do is an accelerated book build and issue new shares in the exchange for cash. Would you consider using the equity for the strategy? I think it's less likely that we will use it for the strategy itself because then we would need to finance developments with new equity. And as you know, of course, in development projects, if you look at it from a cash flow perspective, it's pretty spread out, so that would be challenging. I think we would need to do a lot of single transactions. But I think, as Dennis already mentioned earlier, equity-backed acquisitions could certainly be a way to fulfill 2 of our goals: first of all, lower the loan-to-value of the company; and second of all, expand the portfolio, which is Phase 2 of our LifeCentral strategy, and which is also what we have in mind. Last question from Rob. Do you need to exit France before this is on the agenda? Well, I think today with the disposal of 4 assets and the significant cost savings that will start to kick in and we will phase out the majority of the French platform, I think this is something could be on the agenda after the summer, could also be on the agenda in 2022. Of course, it depends on the opportunities in the market and where our share price is. But I think the nice element of a transaction like this is that we can time it perfectly right, depending on the conditions in both the real estate investment markets and also in the capital markets.
A. de Vreede
executiveYes. Next question is from Jaap Kuin. Given your LTV target, could you describe the steps required to get to a 35% LTV? When will this happen? A very good question, Jaap. I think we tried to explain already in this presentation how we think we can get there. I think by the end of this year, it will all depend, obviously, also on the revaluations. I mean we can't control those. So we need to keep that in the back of our minds, of course, when making those steps to go down further in our LTV. Obviously, retained earnings will help. Obviously, we see that our AFFO for this year, the expected AFFO for this year, will be higher than the minimum of EUR 1 dividend we will be paying. That will help. Matthijs talked a little bit about the potential equity-backed transactions. That could help. That could be accretive to our EPS, could also be helping our LTV to push that further down if we can successfully do that. The 2 assets in France will help us to bring down LTV to that required level. And then lastly, we are prepared to look into selling 1 or 2 more Benelux assets if we can't get there. So those are the main steps to get down to this 35% LTV.
Matthijs Storm
executiveAnother question from Niko. Can you comment on The Sage concept further? Is your intention now to roll out the concept across all the full service centers that you intend to keep in the long run? For those of you who haven't read the entire press release, The Sage is our new office concept that we launched in the Belgium portfolio. Niko, we don't have that many offices in the portfolio today. We have a business park in Vilvoorde and in Antwerp, Berchem. Vilvoorde is outside Brussels where we, indeed, will roll out The Sage concept. We're actually doing it. We're already on our way. But indeed, if we integrate offices into a full service center, it's the idea that The Sage concept will be part of it. So you are right. It both helps our Belgian office portfolio, and it could potentially help, in the future, the locations where we consider offices in our portfolio. Liège, Belle-Île, for example, is one of those locations. A question from Herman Van Der Loos. Did, in Kortrijk, the yield compression compensates the CapEx spend? I'm happy you asked so, Herman, because, indeed, it did. I think there's a very small shortfall of a couple of hundred thousand euros. But the nonyielding part of the CapEx in Kortrijk was almost fully compensated by the yield compression, which is our strategy. Another question from Herman, do you want to go for it, Dennis?
A. de Vreede
executiveYes, I can take that, Herman. Could you please elaborate on the secured lending amount and the underlying collateral? So at this point in time, Herman, and basically, this already stems back from 2020, of course, we have only 1 secured loan, which is the Green RCF with ABN AMRO of EUR 120 million. We have 3 Dutch assets underlying, 3 core Dutch assets, where we believe they will be part of our long-term portfolio underlying, representing about a 50% LTV on those 3 assets. And that's it. So there is not more on the secured side. The rest is all unsecured, no collateralization. And by the end of this year, early next year, we will be, of course, looking into the future capital structure of the company as we are then approaching basically the end of '22, early '23 when we need to refinance the large EUR 300 million RCF, which is due to expire in the first quarter of '24. So again, we started those discussions already early with our banks. Now we can do this, of course, on a much, let's say, more solid basis where we have secured our liquidity until the first quarter of '24. And we are in constructive discussions. So more to follow by the end of this year, early next year.
Matthijs Storm
executiveMaybe one additional comment, Dennis, Herman, on this is that I think if you look at the discussions that we have with the banks, the fact that we now do this French transaction is certainly helping. I think if we were to decide to be unsecured for the coming years, then the deal that we announced today, plus the Dutch disposals are certainly transformational as well. Another question for Herman. Equity-backed acquisitions, do you mean be able to have a stock or also be able to have a Belgium stock, as the latter is looking to expand its portfolio and dilute Belle-ÃŽle? That's correct. For those of you who don't know, and Herman, of course, knows this issue very well, in Belgium, Belle-ÃŽle, our shopping center, is around 20% of our portfolio. According to the Belgian REIT regime, 1 asset cannot be more than 20% of your portfolio. So we need some acquisitions in Belgium to dilute Belle-ÃŽle again below the 20% even though we have a waiver today, so there's no urgency. But it's also our ambition to expand in Belgium as per Phase 2 of the strategy. Answering your question, Herman, yes, we would also be looking to use, be able to have a Belgian stock to finance an acquisition. And then we get the comment that, that was the last question so far. So maybe we give it a few more moments for the last question. All right. Good.
Ruud Van Maanen
executiveAll right. And that concludes the presentation for today. For all of you, thank you for listening, and thank you for all of your questions. If your holiday is already behind you, I hope you certainly had a good one. And if it's in front of you, please enjoy it. In any case, I'd like to say make every day count.
Matthijs Storm
executiveThank you.
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