WDPSF (WDPSF) Q3 2026 Earnings Report, Transcript and Summary

Good morning, everybody. Yes, a difficult choice this morning between the Catena and the WDP call organized at the same time. So thank you for joining us. But let me start with the key message of today, delivering today, building tomorrow. Our key highlights. 9 months into #BLEND2030 plan, we have made significant progress in putting the building blocks for future growth in place. We continue to secure new developments, redevelopments, acquisitions at attractive returns of 7% NOI yield, which we enriched with a new really unique land bank of 1 million square meters of land from Zwolle to Toulouse, securing the next phase of developments. We are scaling up in Germany with a EUR 250 million portfolio taking shape supported by our local teams on the ground. We are preparing an early entry in Italy with the first investments, while Spain is in start-up mode. And on top of all of that, we have proposed to you the unique EU merger with ARGAN, transforming WDP from a Benelux plus to a core Western European logistics platform. And importantly, we have also strengthened our balance sheet through our recent successful EUR 400 million ABB. So we have the opportunities, the teams and the financial capacity to execute our ambitions with a clear vision for tomorrow. And while building for tomorrow, we continue to deliver today. Our EPS is up 5%, supported by continued strong operating performance. Our occupancy remains high, and our platform continues to capture demand across all our markets. And we confirm our full year guidance, this with a strengthened balance sheet. But what gives us the confidence looking ahead, that is the combination of continued demand and our ability to translate that demand into growth and investments. We secured EUR 500 million of new investments. Our pipeline in execution stands at EUR 800 million with a 7% NOI yield and over 90% pre-let. And importantly, we are continuously replenishing that pipeline. We remain convinced of the long-term fundamentals of European logistics. Our clients need resilient and efficient supply chains for their daily operations. Without the right logistic infrastructure, products simply cannot reach the right place at the right time. And this has been showcased by recent large transactions in different markets. And with the supply chains becoming more regional and European, our clients increasingly need European partners who can support them across borders. And that is exactly the platform we are building, a leading EUR 20 billion plus European logistics platform that can offer these solutions to our clients based on robust fundamentals of our sector. So in short, we are delivering on our commitments today and focused on successful execution. So then now it's time for Q&A.

And to start, we hear 3 questions popping up a lot of times in our contacts with the investor community: our exposure to France and how we look at it, the exit right within the legal framework of the cross-border merger and property values. So we will answer them in advance directly. First, our exposure to France. For us, the strategic rationale for France is absolutely clear. France is one of Europe's most important logistic markets and a cornerstone of a leading European logistics platform. It is Europe's second largest economy with almost 70 million consumers. It has a substantial industrial base: Airbus, Total, pharma, agri, food. It is 1 of the largest logistic markets on the continent with 80 million square meters of warehouses. And importantly, it has access to power with nuclear energy, with the nuclear energy infrastructure for 70% of the needed electricity, providing a cost advantage. Besides that, its geographical position is unique, connecting North to Southern Europe as well as East and West, supported by an extensive multimodal infrastructure network. With the ongoing investment plan 2030 of the French government, EUR 50 billion will be invested in the regionalization of supply chains, reindustrialization and in strategic infrastructure. For WDP, France is, therefore, not simply an additional market. It is the link in our European platform. And through ARGAN, we have a unique opportunity to establish leadership with a high-quality portfolio, fully leased, a resilient tenant base and strong exposure to everyday consumption. Of course, we are cognizant of the current political and fiscal challenges, street protests, government budget deficit, rising country risk premium and the upcoming elections. We recognize these risks and take them seriously, but we invest for the next 30 years and not for the next 6 months. Political cycles come and go, but the structural need for modern, efficient logistics infrastructure remains. We are investing in infrastructure that is essential to our clients' daily operations. So our conviction is clear. France combines the scale of a major consumer economy with internationally competitive industrial sectors and substantial long-term investment in manufacturing, energy and transport infrastructure. These structural strengths support sustained demand for modern logistics and supply chain infrastructure beyond short-term economic and political cycles. And it reinforces our commercial proposition to our clients. And Mick will now answer the questions about the exit right and the property values. Mickaël Hauwe: Yes. On the exit right, let me walk you through it, how it works. In fact, the background is an EU legislation to prevent investors in one country being forced to receive shares of another country in a merger. Therefore, the need to provide a cash alternative. The cash alternative should be the value of ARGAN stand-alone, prior to and independent of the merger, with a strong reference to the share price trading of ARGAN preceding the merger announcement. What are the ways to exercise it? Investors should attend the EGM and vote no. So that means maximum 33% can vote no because the merger should also be voted yes with a minimum of 67%. Next, investors should file the paperwork after the EGM of ARGAN of 20 November within 10 days, so prior to end of November. Only full participation should be offered to the exit rights. There can be no partial contribution. Next, the shares will be no longer liquid as they will be blocked on an account, and the exit right will be paid 2 months after the merger closing, so up to 5, 6 months after the EGM. And also the exercising of the exit right will trigger a capital gain tax as opposed to swapping to WDP shares, which is tax-neutral. Another point is the conditionality. The exit right is only exercisable when the merger then completes, plus no liquidity is available once tendered for the exit right, so the shares are blocked and not to be transferred. What is the potential theoretical financial impact? Then it's about 26 million ARGAN shares times EUR 60 because, of the EUR 71 exit right, EUR 11 will already be deducted through the exceptional dividend, so times 33%. Maximum theoretical risk is EUR 500 million. But obviously, we have taken that into consideration. We have carefully analyzed with our Board prior to entering the transaction what it represents on a probability weighted risk and a look-through risk. So there, first of all, not all shareholders typically attend an EGM. Secondly, there is also already 20% plus overlap in the free float, so excluding the reference shareholders, between WDP and ARGAN shareholders. So you may think or may expect they vote the same. Hence, we have considered a maximum look-through risk probability weighted of 10% of the shareholder base of ARGAN maximum, or EUR 150 million, which is then to be seen on a combined balance sheet of EUR 13 billion and would have an LTV impact of plus 1.2%, but we have liquidity available. This can be managed. This is very manageable. And also, it will be even EPS accretive at that moment. So that's first on the exit rights. Then the third question, which popped up regularly, is a question, obviously, on property values and yields. There we can say, yes, the recent run-up in rates and more general increase in cost of capital has clearly created a risk to property values. Now everything obviously will depend on the evolution of geopolitical conflicts, wars and the repercussions thereof on the interest rate cycle. We do point, however, on the other hand, that whereas property valuation yields are under upward pressure, we urge you also not only to look at the denominator in the equation because the numerator will also improve as the rents and ERVs are likely to go up with higher inflation, therefore, also providing a cushion. And that said, we believe our balance sheet is strong to navigate through whatever scenario or weather, with an LTV of 37%, but above all, and we continue to repeat that, a net debt-to-EBITDA below 7x now and EUR 2.4 billion liquidity. These 2 are more than ever the most relevant.

Thank you, Mick. Thank you, Joost. So this brings us to the Q&A. [Operator Instructions] And we have the first question coming in from Ana from Morgan Stanley.

My first question is again on France. So well, first of all, thank you for sharing your long-term view on this big opportunity there. However, in the short term, the situation, as you said, is likely to remain a bit uncertain for longer. What are you seeing at the moment in France? Do you see tenants staying put and avoiding making decisions and maximizing utilization rates? And do you expect that will change after the election? And how you think that might impact valuations of the French property portfolio over the next 6 to 12 months?

Well, first of all, we see very good resilience in, let's say, the French logistic market. The problems are, let's say, on the streets, in the shops. But let's say, you can say even the example of Carrefour, where you say, okay, Carrefour said, "Look, we can have a problem if we cannot sell our goods." But -- and they can do a profit warning, but it has no impact, and it has nothing to do with the logistic infrastructure. On the contrary, even after a difficult weekend, let's say, they need to be able to deliver on Monday. So it is -- it has no impact on the supply chains of our clients. On the contrary, they need to be, let's say, more resilient than ever. So today, and even, let's say, you can say we enter a difficult 12 months. But like I said, France, the portfolio of ARGAN is fully let. And even in our portfolio, where there are still some vacancies, we feel that there is still demand for those spaces. So logistically, it's totally different than, let's say, what we see on the streets of France. And let's say, on valuations there, Mick answered. And in France and in general, let's say, valuations, the market is based on the euro swap rate and not on government bonds. Mickaël Hauwe: Yes. We see, in fact that, yes, the cost of -- it's unrelated to France in itself because in general, the cost of capital in euro has increased and investors do not fund on the back of French government bonds. It's the same cost of capital they need to apply in all Western European markets. So we don't see a big difference in there. Yes, maybe it creates some hesitance for France in the investment markets. On the other hand, some could create for some opportunities as well. That's how we look at it. And also in terms of our entry position, we enter into the merger with a net initial yield of minimum 6% and with a fully occupied portfolio of ARGAN of high quality.

And to end, let's say, it's not because there are problems in the shops or in, let's say, the points of delivery that you have and can change your logistic networks. That takes years to adapt logistic networks. And now, for example, the food retailers, they are now adapting and integrating e-commerce into their logistics infrastructure and their logistics network. But that is, let's say, what happened in the corona. They are now implementing it in a structural way. So that takes years. And therefore, it is for them even more important than some retail points.

And then my second question is related to indexation and market rental growth. So it's clear that inflation is rising all across Europe and now standing about 4% in certain countries. Do you think that will flow into your rental income next year? How much that could be the impact? And how would that compare to market rents? Do you think that just because of the inflationary impacts, we will see next year market rental growth accelerating more than originally expected? Or could you expect that we have another year where maybe your reversionary potential goes down on the back of that indexation while market rents lag a little bit? Mickaël Hauwe: Yes, there's many things to that question, but I will try to answer one by one. So on like-for-like rental growth, yes, we expect it to increase and improve going into '27. It's too early to give guidance on it. Still a lot of moving parts. Of course, we will come back on that in end of January because also the inflation forecast themselves are moving every day. It's dependent on the length of the conflict. But yes, it will certainly improve the like-for-like on the back of indexation going into next year. And yes, we can capture that indexation and our central scenario with respect to rental values is that we have seen the market improve as well. There is -- we believe that in the short term, vacancy rate -- market vacancy rates in general have peaked. There is much less construction activity. Pipelines are drying up, so to speak. And we believe that it's reasonable to assume that as from next year, ERVs move back in line with inflation, yes.

The next question is coming from Steven from ABN ODDO.

One factual one, what percentage of lease maturities in both '26 and '27 have been renewed or re-let so far? Mickaël Hauwe: As mentioned in the press release, so for the 10% of leases maturing in '26, over 95% -- around 95% have been either renewed or are reflected in the occupancy rate of 97.2%. And for '27, we are now working on '27. That's too early to say.

Okay. And then to get more color on the investment market and what has happened -- what it means for you. So what type of investments are in pipeline? That's one. Two, can we expect WDP is more or less likely to step up investments given the current environment? I know you were quite bullish before. And third, are terms of acquisitions improving already?

I think, Steven, first of all, we have a lot to do, and let's concentrate first on what we have done, like we have mentioned at the ABB. We are, let's say, finalizing a lot of new investments announced first. So we will finalize those new investments announced during the ABB. We are -- and further above that, we will secure pre-lets on our own land bank. And indeed, in the meantime, we will first do the merger with ARGAN. So I think we have more than enough work on the table, and now we need first to execute. So let's concentrate first on what is on the table like, for example, in Germany and Italy.

The next question is coming from Edoardo from Green Street.

Quick question from me on development economics. We've seen replacement costs rising. I'm curious to know what you're seeing in your pipeline. How much have they risen, I would say, over the past 6 months or even year-to-date? And then secondly, where do you see room to increase rents to protect your profit margins going forward? Do you see that being at risk or threatened at all considering the replacement cost movements year-to-date? Mickaël Hauwe: So I assume you mean by replacement costs movements that construction costs have gone up, yes?

Correct. Yes. Mickaël Hauwe: Yes, perhaps you can...

Yes. I think, let's say, it should be normal given that oil prices are higher now and that has an impact on certain materials. So yes, there is an impact on materials. But today, with the fact that there is much less work for the general contractors and the construction companies, let's say, they take those extra costs on their behalf. And today, we feel that indeed, there is much less that the constructors have a much smaller pipeline. And for example, even today, we are -- we have to finalize the pricing for construction, well, I get, I would say, almost every constructor on the line to say, "Look, I really want to do this job." So globally, on the total cost of construction, we see no higher prices. I would even say for the moment, even the contrary. But let's say that construction prices are flat, that there is a plus in material, but a minus in other elements, the fact that there is no pipeline makes that, let's say, they have today no power to reinvoice it to us. Mickaël Hauwe: So that leads to the fact that we can achieve the targeted NOI yields at the accepted market rental levels, which are still much higher for a new development than for the existing portfolio, which is also good for future rental growth.

Understood. And if that weren't the case, so if you could not protect your yield on cost, would you reduce your development pipeline deliveries? Or would you still develop and ensure that you have lower margin, but you have an asset that you've delivered? What -- how do you think about the priorities here? Mickaël Hauwe: We need to respect our cost of capital, and we need to strive towards those 7% NOI yields in Western Europe. That is very clear, and that's how we always worked. In the current higher cost of capital environment, that should be an absolute focus to protect profitability. But we see sufficient opportunities, but obviously, the opportunities where we focus on to ensure profitability are more in the value-add segment and in the development is, let's say, activating the increased nice land bank we bought. That's where the value lies.

The next question is coming from Wim from KBC.

I have 2 questions. First of all, how do you look at the continuation of your optional dividends given your current cost of equity?

Next year. Mickaël Hauwe: For next year, that's foreseen as a recurring program, which we do each year. We already do it for 15 years, and that's currently foreseen as usual with the same type of conditions.

But we have no idea what the cost of equity will be in May next year.

Yes. Okay. And then maybe second one, I was just wondering if there's already an update on the tax ruling that you need to go ahead with the merger with ARGAN. Mickaël Hauwe: No, no update yet, which is also fully logical because this is following its normal process with the tax authorities, and we expect it to be around or just before or after New Year is our anticipation.

And the next question is coming from Pierre-Emmanuel from Jefferies.

Actually, I have 2 questions. So the first one, if you can give us the pro forma EPRA LTV post with ARGAN and maybe also taking into account the EUR 150 million potential cash outflow for ARGAN minorities? And also, if you have already a view actually a potential mark-to-market of ARGAN's portfolio value? Because, as we've seen recently, French yield in France expanded by 50 bps in almost 2 months. Mickaël Hauwe: The first part, I did not hear, sorry, Pierre-Emmanuel. It's the pro forma of what?

The pro forma EPRA LTV. Mickaël Hauwe: We said that -- I go back to what we guided for, and the guidance is that including that the consolidation impact of ARGAN, including the exceptional dividend and including EUR 250 million targeted disposals during the course of '27 will have an overall impact on the LTV of plus 1%. And we do not comment on the mark-to-market of ARGAN portfolio because of 2 reasons. Until the merger, we are still 2 independent companies. And secondly, we never speculate on values. We just made a comment, a general comment on property values, and that holds true for all the geographies in which we are active. And if you really want to have a sort of sensitivity to be complete, then I can say that 25 bps change in the portfolio yield of ARGAN would have an impact on the combined group of 0.7% LTV, just to give you some sensitivity in there.

Okay. That's super useful. And my second one is on the merger and the EGM that is coming at the end of the month of November. If I'm not wrong, the threshold for the merger vote is 75% for WDP. Did you already receive strong pushback from investors that would make you think that they would vote against the merger? Or if you can maybe give us a bit more color on your ongoing discussions with investors? Mickaël Hauwe: You mean on the side of WDP, yes?

Yes, yes. WDP, yes. Mickaël Hauwe: Yes, just to be clear. Actually, all the feedback we have received so far is positive. We haven't received any pushback so far. None at all. Everybody is very supportive. Obviously, we speak under the control of our shareholders, which still need to vote on the 24th. But until now, the feedback has been very positive, and we continue to have the ongoing dialogue with our shareholder base.

And we feel the full support of that.

Okay. And maybe one follow-up question. Maybe if you can also give us more color on the reason why -- or maybe how it happened actually, why the Le Lan family did not participate to the ABB? Mickaël Hauwe: The Le Lan family, because they simply cannot do it. It was foreseen in the merger documentation that there is a full standstill -- yes.

Both companies and shareholders cannot invest in the other one. So there is no... Mickaël Hauwe: That's completely logical in a merger process that you prohibit, that there is a freeze and that you cannot invest in one another until the merger is done.

And then we have a few questions on the chat. The first is coming from [ Kanad ] from Barclays. To what extent is there any read across from the recent Carrefour results for ARGAN or the French portfolio?

Well, that's what I said. It's not because there is a profit warning from Carrefour that Carrefour will adapt their logistic network. On the contrary, even when there are problems in the shops, they need to deliver even more, and adapting or changing a logistic network takes years. And let's say, there is a network that is optimized, and it's not because there are problems in the retail points in, let's say, Paris, that they should stop delivering Normandy, for example. So there is, on the contrary, it proves like also, for example, with Ahold Delhaize. Ahold Delhaize had a cyber attack last week on their logistic infrastructure. Well, it had a direct impact on the availability of goods in the stores. And so -- and that showed again how important the logistic infrastructure behind the shops and the delivery points is. So on the contrary, it shows how important that logistic network is behind, and that profit warning will have no impact on the logistic network of Carrefour, for example, and also not for the other ones.

Meanwhile, we have another speaker queuing. So Frederic, you're now unmuted.

A lot of good questions already been raised. One on my side -- or two maybe on my side. Looking at your 2030 guidance, which implies roughly 6% EPS growth by 2030, how do you see sequentially that EPS going? Do you think it will be more back-end loaded than front-end loaded? So how do you see that? That would be the first question. And then maybe the second question would be on Sweden. You have obviously a 10% stake in Catena. How do you assess this participation against, I don't know, maybe the need to find some liquidity at some point with regard to, yes, the exit rights, et cetera? Because nobody is speaking about this liquidity that you have. But how do you see and how do you assess this participation today?

I can answer shortly on the participation. You know that -- let's say, that's a strategic participation, and there is nothing changed in that strategic rationale. On the contrary, it helps us to offer solutions to clients from, let's say, now even Helsinki to Madrid and Rome. So it is, and it stays strategically, and we have more than enough. We have EUR 2.4 billion liquidity if there should happen something with the exit rights, which we absolutely don't think so. And on the way to the 2030 plan, Mick can answer. But in general, we can say that we are 9 months far and probably with everything which happens now, let's say, the road to the plan and the road to 2030 will be totally different than foreseen in January. But the goal and the end goal is still there, and there are always different ways to get up to a mountain. Mickaël Hauwe: Yes. And also referring to a question of Marios from Bernstein. I'll read the questions. Can you quantify how much of the proposed investment embedded in your 2030 targets have now been secured? And additionally, given macro uncertainties and changes since when you set that guidance, what gives you the confidence to continue towards that path? It's also linked to the question of Frederic. That's why I read it out loud here. And then on the investments in the 2030 plan, it's based on EUR 500 million investments per year. So we did '26, I would say, and the pipeline provides visibility for the next 18 months. So then you can see how much is already secured. And on the execution and uncertainties, I can give the best example, like Joost alluded to also with the situation in '22, then we came with a plan early '22. And after 3 months, we all know what happened at that moment. That also had a severe impact. And we worked hard, and we worked towards the target, but through a different pathway. And coming back to Frederic's question, is it more back-end loaded? That's something we cannot answer today. We never said it would be a linear execution. We aim for that, but we cannot promise that, of course. That depends on a number of factors, but we are still confident in the 2030 targets. But as always, what do you need to do? You need to be agile and adapt yourselves very quickly when there is a changing market environment. What have we done? We have now focused immediately on more value-add and developments to -- which is reflected in the higher NOI yields at 7%, which net -- which are in tune with the higher cost of capital. And our balance sheet is also strong and provides optionality, and that is what we need to do: being agile and shift very fast to protect profitability. And next to that, I will also make a comment in general that our clients and operations are healthy, market supply/demand is balanced. And we have the ability to capture also inflation and the long-term fundamental drivers, the demand drivers of our sector are intact. So I hope that answers the question. And one, coming back to Frederic's question on Catena, I don't understand really on liquidity because we have a superb liquidity of EUR 2.4 billion. So it's not really relevant in that respect.

And with that, we also covered all the questions in the chat. So I will pass the word again to Joost for any closing remarks.

So thank you, everybody. And let me conclude with one final thought. Yes, we have positioned WDP to perform in different market environments. If interest rates stay higher for longer, we have our adaptive balance sheet ready and financial discipline to continue delivering. If conditions improve and opportunities accelerate, we have the financial capacity, the teams and the platform ready to act in existing and new markets. That's the agility we demonstrated when markets changed in '22, and it remains one of WDP's key strengths today. Our ambition is clear: building the EUR 20 billion European logistics platform of tomorrow with a clear vision, a clear focus on delivering above-average growth with a below-average risk profile. And by the way, don't forget to vote at the upcoming EGMs of ARGAN and WDP in favor of our unique EU merger. Thank you in advance, and enjoy the weekend.