Good day, and welcome to today's Vastned Retail and Vastned Belgium Merger Announcement Conference Call. This meeting is being recorded, and now I'd like to hand the call back over to Reinier Walta. Please go ahead, sir. Thank you. Dear attendees of this analyst meeting and webcast, my name is Reinier Walta, and I'm the CEO of Vastned Retail, and I'm joined today by Sven Bosman, the Operational Managing Director of Vastned Belgium. We have the pleasure of hosting this meeting today to walk you through the transaction that we announced this morning, whereby we propose to reverse merger between Vastned Retail and Vastned Belgium. This will create one listed organization, headquartered in Antwerp. In this webcast, we will go through the presentation that has now also been made available on our websites in the section, Investor Relations. After this presentation, the line will be open for the analysts that cover Vastned Retail or Vastned Belgium to ask questions. Slide two. This morning, we announced our intention for a reverse merger between Vastned Retail and Vastned Belgium, by means of a cross-border legal merger, whereby Vastned Belgium will be the surviving entity and Vastned Retail, the disappearing entity. The transaction is envisioned to become effective from the first of January 2025. In the transaction, Vastned Retail shareholders will receive 0.839 Vastned Belgium shares for each outstanding Vastned Retail share. Furthermore, Vastned Retail and Vastned Belgium will each declare an interim dividend in relation to the full year 2024 results, which will be paid to their respective shareholders prior to closing of the transaction. For Vastned Retail, this means we will pay a dividend of EUR 1.70 per share in December, and for Vastned Belgium, this means a dividend will be paid of EUR 2.30 per share in December. In light of the different yield profiles for Vastned Belgium versus Vastned Retail, Vastned Belgium will declare a special dividend of EUR 1 per share in December, in order to mitigate any temporary dilutive effect of the merger for the pre-merger Vastned Belgium minority shareholders. This special dividend will be payable in January 2025. The Vastned Retail board and the independent directors of Vastned Belgium believe, after careful consideration, that the transaction is in the best interest of all shareholders and other stakeholders, and unanimously support the merger and recommend shareholders to vote in favor of the merger and the EGMs, which are expected to take place in September. Furthermore, more than 42% of Vastned Retail shareholders have already expressed support for the merger and have irrevocably committed to vote in favor of the merger at the Vastned Retail EGM. Slide 3. Via the reverse merger, Vastned can resolve its current suboptimal corporate structure with 2 listed entities in 2 different countries, and can create one unified, single listed platform, headquartered in Antwerp, with a simplified governance structure. On the back of this simplification, we expect to be able to realize annual general cost savings in a range of EUR 2 million-EUR 2.5 million per year. In addition, moving the company to Belgium and consolidating all corporate debt at one level in the organization is expected to allow Vastned to attract new debt at more favorable, favorable financing conditions. For shareholders, combining the listings of both organizations in one single listed entity will increase our free float, and on the back of that, is expected to prove liquidity in our share. Post-merger, Vastned will, in its entirety, be part of the Belgian-listed real estate sector. As a Belgian B-REIT, Vastned will benefit from this well-recognized and established regulatory regime and have easier access to capital markets. Being part of this regime and no longer being constrained by our current suboptimal corporate structure, will provide Vastned a solid basis to establish a sustainable growth strategy and pursue accretive investment opportunities going forward. Lastly, combining Vastned Retail and Vastned Belgium will increase our portfolio diversification, in particular for Vastned Belgium shareholders, who will get access to our portfolio of super prime inner city assets in attractive locations in the Netherlands, France, and Spain. Slide four. The announced transaction follows a strategic reorientation that was initiated by Vastned Retail in 2023, in light of rising interest rates, increasing yields, and the abolishment of the Dutch FBI regime. On the back of this strategic reorientation, we announced the start of strategic divestments of assets at the right price to unlock shareholder value and improve our balance sheet and financial ratios, while at the same time reviewing our suboptimal corporate structure with two listed entities. Since then, we have made good progress with our strategic disposal program. We have managed to sell assets for a total of EUR 126 million, which we managed to do around book value. This effort has allowed us to significantly reduce our loan to value. For the remainder of the year, we will continue to execute on this strategy and expect to continue to sell assets at the right price, and the proceeds of which will be used to repay part of our external debt and improve our balance sheet. With today's announcement, we take an important step in the further execution of our strategic reorientation. Together with Vastned Belgium, we have worked hard over the last months to work out a new simplified group structure. This transformative transaction will set up Vastned for the future, where it can continue its current strategy in retail real estate in high-quality locations in our selected markets. It will also allow Vastned to generate sustainable return for shareholders and pursue accretive growth opportunities in the future. Slide five. Summarizing, the announced reverse merger between Vastned Retail and Vastned Belgium is envisaged to become effective on the 1st of January, 2025, with all Vastned Retail shareholders to receive 0.389 Vastned Belgium share for each outstanding Vastned Retail share. Vastned Belgium shareholders will receive a special dividend of EUR 1 per share to be paid in January 2025. Shareholders in both companies will be entitled to receive an interim dividend in relation to the 2024 results for the respective company to be paid in December 2024. And following the transaction, we expect to generate EUR 2 million-EUR 2.5 million in annual recurring cost synergies, whereas we also expect optimized access to capital markets in the established Belgian REIT regime. Slide six. After the successful completion of several disposals over recent months, Vastned Retail currently owns a portfolio of EUR 1.3 billion, generating more than EUR 67 million in rental income. This EUR 1.3 billion portfolio includes Vastned Belgium on a fully consolidated basis, while Vastned Retail only owns around 65% in Vastned Belgium. Following the merger, all shareholders in Vastned Retail and Vastned Belgium will together become shareholder in a single listed company that fully owns the EUR 1.3 billion high quality REIT, retail real estate portfolio. As such, all shareholders, but particularly the current Vastned Belgium shareholders, will become owner of more diversified real estate portfolio. Slide seven. Our portfolio is well diversified across four countries, offering exposure to high yield, high quality retail real estate in popular shopping areas of selected European cities, with a strong mix of international and national tenants. Following the transaction, Vastned will continue its strategy and keep its focus on high quality retail real estate in popular shopping areas across our selected markets. Slide eight. After the proposed merger, Vastned Belgium will be renamed Vastned. Vastned will be a company with a simplified governance, with its headquarters in Antwerp and a double listing on Euronext Brussels and Euronext Amsterdam. The executive committee will consist of a CEO and CFO. Sven Bosman, who is currently Operational Managing Director of Vastned Belgium, will become the new CEO of Vastned. The CFO position is open, and we aim to fill this position in the coming period before the merger becomes effective. The one-tier board will be chaired by Lieven Cuvelier, who is currently Chairman of the Board of Vastned Belgium. The other board members will be selected in the coming period. I have decided to leave Vastned following completion of the merger after transforming the company through challenging markets. Slide 9. As indicated, Vastned Retail shareholders and Vastned Belgium minority shareholders, we, will become shareholders in the same company as a result of the transaction. Currently, Vastned Retail shareholders are expected to hold 89% of the voting rights in post-merger Vastned, whereas current Vastned Belgium shareholders are expected to hold the remaining 11% of the voting rights. Following completion of the transaction, it is expected that shareholders will benefit from an increased free float and share liquidity. In support of the transaction, five shareholders of Vastned Retail and Vastned Belgium have signed merger support agreements, undertaking, among others, to vote in favor of the merger at the Vastned Retail EGM, with more than 42% of the voting rights in Vastned Retail. This shows the strong support we have from major shareholders in this transaction. Slide 10. Following recent disposals, Vastned is in a strong financial position and well placed to address upcoming refinancings. Through the proposed merger, Vastned will be a Belgian REIT, which will allow the company to attract debt at one combined level of the organization at more favorable financing conditions. Current fully consolidated LTV is around 40%, in line with target LTV, which is envisaged to remain at 40% after the transaction. We believe that our efforts to reduce LTV have paid off and will be, and will put the combined organization in position, which will enable a sustainable growth strategy and allow Vastned to pursue accretive investment opportunities in the future. Slide 11. Today, we announce the intention to merge Vastned Retail and Vastned Belgium through a reverse merger. We aim to publish more details of the merger in June, and will convocate EGMs for both Vastned Retail and Vastned Belgium, expected to be held in September 2024, to request shareholder approval for the merger. Thereafter, in December 2024, both Vastned Retail and Vastned Belgium will pay interim dividends in relation to the 2024 expected results, meaning that Vastned Retail will not pay its regular interim dividend in August this year. Vastned Belgium will also declare a special dividend of EUR 1 in December 2024, which will be paid in January 2025. Finally, the proposed merger is envisioned to become effective from the 1st of January 2025. Thank you for listening, and I will now open the floor to questions. Thank you, sir. Ladies and gentlemen, if you wish to ask a question at this time, please signal by pressing star one on your telephone keypad. And please make sure the mute function on your phone is switched off to allow your signal to reach our equipment. If you find that your question has already been answered, you may remove yourself from the queue by pressing star two. Again, it is star one to ask a question. And our first question comes from Amal Aboulkhouatem, from Degroof Petercam. Please go ahead. Good morning, gentlemen. Thank you for this extensive presentation, and congratulations for this nice operation. I think, long awaited by the market. I have a few technical specific questions. First on the disposal program announced last year by Vastned. I understand that you will continue to sell assets by the end of the year, and you will not halt the disposal program given the merger? We have, in our merger, of course, created business plans. In that business plan for the Netherlands, we still have some divestments lined up, which we will continue to finalize those transactions. And at a certain moment, of course, we will also stop the divestments, but I think there is still some to be done. Okay. Okay, but just to have an idea, it will be not the same magnitude as what have already been achieved, I guess? Absolutely. You're right about that. Okay. Thank you. Another question on the support from the major shareholder of Vastned Retail. I just wanted to know if, based on your information, is there any lock-up agreements signed by these shareholders, for the period after the merger completion, when they will become shareholder of Vastned? No, we have not. Okay. Perhaps last question, I saw in the graph of the future organizational structure of the portfolio, that Spain will remain held at the entity level and not directly at the Belgium level. Is it transitory or will it- Sorry, I didn't understand the question. Could you repeat that? Yes. Just in the slide. Let me just go back. Slide number two. Yeah. On the simplified structure, we see that the Spanish subsidiary will still be held by the Netherlands. Yeah, because that's not directly under the company which is being merged. So Vastned Retail N.V. is being merged, and this company is lower down the structure. These companies in Spain, and they will remain there. Okay. And it will remain like that for the future, or it's too soon to say? Yeah, we have no plans at this stage to do anything about that. Okay. Okay. Okay, that's it for my side. Thank you very much. Thank you. We will now move to our next question from Steven Boumans, from ABN AMRO- ODDO BHF. Please go ahead. Hi, good day, and thank you for taking my questions. Congrats, of course, on this major restructuring. Got some specific questions on the deal. To start with, could you please help me on the legal process, the potential hurdles, legal or otherwise, that could obstruct the deal, and also the percentages of shareholder votes needed during the EGMs for both entities? That's the first one. Yeah, if you have, you have two EGMs. You have the Belgian EGM, that's where we, 75% of the votes present, there's a need to vote in favor of the transaction. And I can also mention that Vastned Retail will be voting. So sorry, 75% has to be present, and then the majority? No. Oh. You need to have a 75% majority of the votes present. Clear. So 75% of the votes present needs to vote in favor, and Vastned Retail will vote. Clear. And then in the Netherlands- And for the Dutch? Yeah, it's a 2/3 majority, while we are, which need to vote in favor of the votes present at the meeting. Okay, that is very clear. Do you see any hurdles, legal or otherwise, that could obstruct it, or that you will not get the votes? Any thoughts? No, I think what we have put down is a good proposal for all shareholders- Sure. that we simplify our structure. So for me, this is... I have all the confidence that the shareholders are going to vote in favor of this deal, 'cause we, as a board, think this is a good deal for all shareholders and stakeholders. Okay, then maybe also one follow-up. In the past, I know the Belgian shareholders did not vote for it. It was a different deal, obviously, but could you please remind us why that deal failed from the Belgian shareholders back then? It was a different deal because at that, in that deal, what we did in the past, is where we did an offer on the Belgian shares. And that was quite a technical deal where we needed to get to a threshold of 96.5, and we didn't get to the threshold of 96.5. So, at that stage, we couldn't continue that deal. Okay, that is very clear. Different question on the deal. Why did you choose to pay quite a lot of dividend, where shareholders pay dividend tax on it, instead of changing the exchange ratio, ratio of the deal, which would do the same trick, but then without shareholders having to pay tax on it? Yeah, at the end, we have chosen to do it in the... We have had multiple scenarios on the, where, what, which we looked at, and at the end, we thought this is the most clear one, to pay an extra dividend to the Belgian shareholder. Because it's also tied to the fact that because of the lower yielding Dutch portfolio, they will get a little bit less dividend in the first couple of years. That's why we did it with a dividend. Okay, so you've... Yeah, because Belgian shareholders look more at dividend, and hence, this is the best way to structure the deal. That's, that's what we think, yes. Okay, clear. Last question from me on the deal structure. You mentioned the EUR 2 million-EUR 2.5 million expected synergies, but you also state outweighing the fiscal cost in the new structure. So could you please clarify that the EUR 2 million-EUR 2.5 million will be net of the additional fiscal cost? No. And second- No, that's not net. We think that we are- Okay. The way we see these synergies is, first, we think we have gonna be have financing synergies, so we're gonna be in a market where at the end we can find a cheaper financing. Then we have the synergy cost, that's like we have just less cost in the company. And then the third part is the fiscal structure, especially France being under Belgium, is less good as being under the Netherlands, so that's where we see some tax leakage, and it's gonna depend on really how the treaty is gonna look, or how high that's gonna be. Okay. Could you quantify the financing synergies, the direct costs, and- The financing- Yeah. That's quite a little bit difficult because the financing cost, we think we should be able to get a lot about 50 basis points. But the tax cost, that's a bit more difficult because it depends on a couple of factors. Do you have a range? But, that's... It's really gonna depend on how the future treaty between France and Belgium is gonna look. Okay. Okay, clear, and, and the direct costs, so let's say, overhead, head office, et cetera? Sorry? Could you please quantify so the direct cost synergies, so from, losing the- Yes ... office? That's about EUR 2 million-EUR 2.5 million. Okay. Okay, okay, that is the direct for me. Very clear. Thank you so much for answering my questions. You're welcome. Thank you. Our next question comes from Ventsi Iliev from Kempen. Please go ahead. Hi, good afternoon. Thank you for taking my questions, and congratulations on the transaction. So a couple of questions from my side. First one, I mean, you already talked a bit about disposals, but then, of course, you have another refinancing in 2025. So let's say from today's point of view, is it the plan to just refinance that instead of lowering the debt? Because in, let's say, post-merger, you have access to better financial conditions. Yeah, but I think we have already shown it, quite some divestments of EUR 126 million. We are going to continue, and not by this amount, but an extra amount. So we still lower the LTV a little bit further, and then the next step would be to get better financing in the Belgian market, and work from there. Okay, and then second one on growth. There's a comment that you plan to establish a growth strategy. Are there certain markets that you prefer over others? And also, is it possible to see some, let's say, portfolio rotation? Yeah, I think that's too early to answer at this moment. I think what we're now doing is creating a stable platform with one listing, with less costs, with good financing, and then it's from there that you have the platform, you can then start looking into those steps. But we also need to first close the merger, right? Because now we... This is the end, the... We anticipate the merger, but it first need to close in the first of 2025 and need to take some steps and, and then from there, you can start that. So that's, I think, the only thing I can say about it at this moment. Okay, thank you. That's it from my side. Thank you. As a reminder, to ask a question, please signal by pressing star one. Our next question comes from Javier Campos from ING. Please go ahead. Hi, thank you for taking my question. Congratulations on your proposed structure. I only had one question. Yeah. If it was, you could give some color on how much more accommodating will be the financial conditions post-merger? Sorry, I didn't understand that. Can you repeat that? So if there is an impact on interest, on interest rates with the new structure or not, or- Yeah ... if this is substantial. Yeah, I think what I mentioned is that we expect to be able to be about 50 basis points cheaper in Belgium than we are in other markets. So that's the... Is that the answer to your question? Yes, perfectly. Thank you. Okay. Thank you. Welcome, Lamota. Our next question from Rob Virdee from Green Street. Please go ahead. Hello, gentlemen. Thanks for taking the questions. Just one, a simple one. Does the merger impact, have any impact on a corporate tax you would pay, or that guidance you gave about a 5%-10%, 10% hit to 25 from the removal of the Dutch FBI? The... We will always have to pay tax in the Netherlands, because with the abolishment of the FBI regime, that's, you know, we cannot get around that. With having, choosing a, an established regime in Belgium, which is tax, which it works the same as the Dutch FBI and even a bit more flexible. So, we make sure that we pay, that we're not gonna pay any more tax. We can also use the structure of what we're currently doing to see how we can optimize the, the Dutch structure. But at the end, the Dutch structure, we will always pay tax, whether it's gonna be the 5%-10%, I think we will stay in that range, because it's almost impossible to mitigate it any further, but we will do our utmost best, of course, to get it as low as possible. Okay, that's, that's very clear. I was just wondering if you could grandfather in those assets or there's something that you would have been able to do, but that's clear. Second, second part is, obviously, you've, you've gone quite a long way through the restructuring of, of Vastned and building this platform now. And I'm wondering, you do still have some more disposals to do. You've done Rokin Plaza. Question here is, where is-- are there any geographies you would look to do disposals? And what I'm trying to get at is that clearly in Amsterdam and in Paris, you do have vast swathes of real estate, a lot of positive externalities. You may not have that in the Spanish portfolio. So how are you looking at these three parts now? We are still looking at the same. We have identified, or we have looked at all our assets, we identified the assets we'd like to sell, and also we identified where there would be opportunities to sell. 'Cause it's not an easy market, so it's a hard work to find also buyers, and you don't want to have opportunistic buyers. So we're still looking in all three countries, the Netherlands, France, and Spain, to see whether it's possible to sell assets. And that's, that's not- that has not changed. And what I mentioned also, we are working on a couple of transactions, and when time is there, we will also inform the market about that. Thank you. Super clear. Thank you. And is there enough for the questions at this time? I'd like to hand the call back over to our host for any additional or closing remark. Oh, pardon, we have a pop-up question from Steven Boumans from ABN AMRO. Please go ahead. Hi, thank you to provide me with some additional questions. I have some different questions for Mr. Bosman, given he will be the new CEO. He's in the call, so he can answer that. Ah, that would be great. That would be great. It's more on the strategy. Yeah, you will become group CEO, so could you please provide us a bit better picture where you see the company in five years? I think on that one, the first next month is going to be in discussion or in cooperation with Reinier to see for a fluent handover of all the documents and the process. And of course, make sure that we succeeded with the merger, because it's only successful from the moment that the EGMs approve it. And then for the rest, I think it's we will come up with a plan. I think the current structure and strategy is was quite successful and is still quite successful. It shows through the good operational results realized by Vastned at this moment. And I think it will be also a discussion with the new board that will come into place to see where we go further. But I think the strategy as it has been executed now has been done quite well, and of course, we will stay still in retail. Not that we will have a different giant, gigantic shift in strategy. Okay, clear. So maybe we get a strategic update in the new year, but that is likely to be similar to today's strategy? Yes. I think there will be, of course, an update, once the board has also been settled, the new board. Of course, we need to present a plan to them, with the future growth strategy, but as mentioned also by, Mr. Walta earlier, is that we have, we are looking to a growth plan, but it's only a growth plan when it can be accretive. It's not growth for growth. Clear. Accretive on EPS, you mean, right? Yes. Yes. Then one follow-up. Maybe what is your view on the type of assets? And then, I mean, prime versus non-prime. So let's say, high-end retail high street versus, for example, an asset like Poperinge. Yeah. I think that is, it showed, always a good, balance in the Belgium portfolio. If you look to it, we had in Belgium, we had, 75%, prime, assets, in the, really in the high street, and we have 25% in out of town. It showed also a good strategy with the balancing, certainly in times of COVID, where of course, high street was a bit more under pressure compared to out of town, which was then, rising in the, in the market. So I think it's quite good balance, in terms of diversification and in terms of, risk spread. Very clear. Thank you so much for answering the questions. Thank you. Thank you. It appears this was the last question today. This, I'd like to hand the call back over to Reinier Walta for any additional or closing remarks. Over to you, sir. I would like to thank you all, and, we're now gonna work hard to also make sure that the merger is gonna go through on the first of 2025. Thank you. Thank you. This concludes today's conference call. Thank you for your participation, ladies and gentlemen. You may now-