Wereldhave neemt negen winkelcentra uit Klépierre portefeuille over

(origineel Engelstalig persbericht)

Today, Wereldhave N.V. (“Wereldhave” or “the Company”) takes a defining step in its Dutch market and a major leap in realizing its strategy of becoming the leading specialist in mid-sized shopping centres in North- Western Continental Europe.

The Company announces that it has entered into a conditional agreement with Klépierre Management Nederland B.V. (“the Seller”) pursuant to which Wereldhave intends to acquire nine shopping centres in the Netherlands and a development project for the extension of one of these centres (“the Target Portfolio”) for a total consideration of €730 million, excluding transaction costs (“the Transaction”). Adding these assets to Wereldhave’s existing ten shopping centres creates the single largest portfolio of mid-sized shopping centres in the Netherlands.

The Target Portfolio is being acquired at a yield of c. 6%. Wereldhave intends to finance the acquisition via an equity offering of up to 5,250,000 new ordinary shares and existing debt facilities, with asset disposals targeted over the next 18 months. Completion of the Transaction is envisaged to take place before the end of 2015.

The nine shopping centres are all located within the economically and demographically strongest area of the Netherlands, which represents Wereldhave’s target area for new investments. The Target Portfolio is the largest retail portfolio available for purchase on the Dutch market and Wereldhave has seized this unique opportunity to substantially strengthen its Dutch market position. The shopping centres fit well within Wereldhave’s strategic criteria and will be integrated into the Dutch management organisation of Wereldhave.

Given Wereldhave’s specialisation and track record in managing mid-sized shopping centres, the management is confident it will be able to improve the overall performance of the Target Portfolio, for example by improving occupancy and repositioning the centres. Overall occupancy of the Target Portfolio is at c. 94% (1, whilst average occupancy of Wereldhave’s current 10 shopping centres in the Netherlands is stable at 97.5%. We have identified upside potential to net rental income of €3 million to €5 million by 2018 (2 if the operating performance of the Target Portfolio is brought in line with our existing Dutch portfolio, particularly with respect to increasing occupancy and reducing operating expenses.

Dirk Anbeek, CEO of Wereldhave comments:

“This is a unique opportunity and a transaction that definitely shapes the landscape in our sector. The acquisition immediately positions us as the leading specialist in mid- sized shopping centres in the Netherlands. We believe this is an opportune time to increase exposure to the Dutch retail market, given the improving macro fundamentals and attractive investment environment. In addition, we are convinced that we can add value to the portfolio by leveraging on our strong retail expertise and local knowledge. The performance of our own shopping centre portfolio clearly shows that pro-active and hands-on leasing and shopping centre management pays off. The increased size of the portfolio will enable us to leverage the excellent relations we have with our largest tenants. The presence of these retail chains in some of the new shopping centres is below the levels one could expect. On the other hand, we also will add several new large tenants to our tenant base.”

Portfolio

The nine operational shopping centres have an average size of 24,541m2 owned g.l.a. and an average footfall of four million visitors per year. The Target Portfolio comprises:

  Nieuwegein – Cityplaza I and II (3
  Heerhugowaard – Middenwaard
  Tilburg – City Centre Tilburg (4
  Rijswijk – In de Bogaard
  Amersfoort – Emiclaer
  Arnhem – Presikhaaf
  Dordrecht – Sterrenburg
  Zoetermeer – Oosterheem
  Zwolle – Stadshagen

In general, seven of the shopping centres are modern and well maintained, whilst two of them (Dordrecht and Arnhem) will be repositioned and are expected to require a total of €15 million of maintenance investments over the medium term.

Transaction details

The completion of the Transaction is expected to occur before the end of 2015, and is subject to the approval of the Dutch anti-trust authority and the Seller’s works council and the satisfaction of certain other conditions.

Financing

The acquisition will be partially funded through an equity offering of up to 5,250,000 new ordinary shares. In the short term, the Company will fund the balance using its existing debt facilities, which have an average cost of debt of 2.3%. The Company also expects to dispose of €350 million to €450 million of assets by year end 2016. The Company intends to maintain its prudent financial strategy of conservative leverage, with a target LTV ratio of 35-40% by year-end 2016.

Equity offering

Wereldhave intends to offer up to 5,250,000 new ordinary shares to institutional investors by way of an accelerated bookbuild offering. The offer price and final number of shares will be determined at the conclusion of the book-building process and will be announced in a separate press release. The order book opens with immediate effect and is expected to close by 8:00 CEST on June 26, 2015, although Wereldhave reserves the right to close the book before then at short notice. Settlement is expected to take place on June 30, 2015. The offering is being made on the basis of a registration document, securities note and summary (together the Prospectus), approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten), and on a private placement basis to institutional investors outside the United States under Regulation S and to Qualified Institutional Buyers within the United States under Rule 144A of the U.S. Securities Act of 1933, as amended. For further information on the offering and Wereldhave, including pro forma financial information illustrating the effect of the equity offering and the acquisition on the Company’s financial statements, reference is made to the Prospectus. Subject to applicable selling and transfer restrictions, as of today June 24, 2015, the Prospectus as well as of any supplements and update communications, including the pricing statement press release, will be electronically available on the Company’s website (www.wereldhave.com), and printed versions of the Prospectus as well as of any supplements and update communications will be available at the registered office of the Company during normal business hours at no cost.

Outlook

Wereldhave reconfirms its outlook for its existing business of a compounded average growth of the direct result per share between 6% and 9% for 2016 as compared to 20141. Wereldhave aims for a growing dividend, with a pay-out ratio of 85%-90% of the direct result. The acquisition of the new portfolio is expected to be accretive to Wereldhave’s direct result per share in the first full year (2016).

Transaction advisors

Goldman Sachs is acting as Sole Global Coordinator and Joint Bookrunner and Kempen & Co and ING are acting as Joint Bookrunners in relation to the equity offering. CBRE is acting as commercial advisor and Allen & Overy, Houthoff Buruma and Boekel are acting as legal advisors to Wereldhave on the acquisition.

Noten

1) Excluding the Cityplaza II development project.
2) As compared to Q1 2015 annualised net rental income of €45.0 million.
3) Cityplaza II was opened in 2014 but still qualifies as a development property.
4) Comprised of Pieter de Vreedeplein and Emmapassage.

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