WDP is expanding its portfolio with three top logistic sites in Belgium with total constructions of over 85,000 m². DHL will rent back these sites, so that WDP enhances its long-term partnership with DHL and becomes the biggest letter of DHL in Belgium.
WDP acquires the Belgian head office of DHL Exel Supply Chain in Mechelen, a site of 32,666 m² which will be leased on the basis of a 3-5-9 year contract. In Willebroek, WDP will acquire a site of 33,923 m², leased on the basis of a 5-9 year contract and the site in Meer has a surface of 19,022 m² and will be leased on the basis of a 3-6-9 year contract. The total rent for the three sites amounts to €2.7 million per year, as a result of which WDP will become the biggest letter of DHL in Belgium.
Investment value of almost €30 million and a capital increase of over €21 million
The total investment value of the transaction amounts to €29.7 million with an initial return of 8.7%. The transaction consists of a merger and three partial de-mergers, as a result of which shares of WDP will be issued. In addition, WDP assumes an existing leasing debt of €7.5 million as well as the exit tax that will be due (by the company that will be absorbed through the merger). These elements will be deducted from the valuation of the sites. The acquisition will, subject to shareholder approval, result in a capital increase of nearly €21.8 million. The exchange ratio has been determined as the weighted intraday average of the last 6 trading days prior to WDP's Extraordinary General Meeting (EGM), which will resolve on this transaction. It is expected that, in the absence of an attendance quorum at the first EGM, a second EGM will resolve on this matter on 31 March 2009. DHL has an exit right, subject to payment of a termination fee.
WDP plans to complete the transaction during the first quarter of 2009
The merger and de-merger proposals have been filed today, Thursday 29 January 2009. The first EGM is currently scheduled on Friday 13 March 2009 at 1050 Brussels (Louizalaan 99). In the event that the attendance quorum would not be reached, a second EGM is scheduled on Tuesday 31 March 2009 at the same location. All detailed information regarding this transaction will be made available on the website of WDP under the 'investor relations' section as from 12PM on Thursday 29 January 2009.
Dilution is avoided through a second interim dividend
With a view to avoiding a profit dilution as a result of the planned transaction, the Board of Directors of the manager of WDP early December 20086 decided to declare a second interim dividend (out of profits carried-forward) in respect of the profits then realized and expected to be further realized over the second half of 2008 instead of the final dividend of 2008, but for the same amount as the final dividend previously announced. The second interim dividend will thus amount to €1.30 net per share (gross €1.53) which, together with the first interim dividend of €1.20 net per share (gross €1.41), that was paid out on 3 September 2008, amounts to a total dividend over 2008 of €2.94 gross, €2.50 net. The coupon will be paid out as of 17 February 2009. Further to this measure, the Board of Directors will propose to the Annual General Meeting (AGM) of April 2009 not to pay out any ordinary final dividend, as by the time of the AGM it will already have been paid out by way of interim dividend. In this manner, the shares issued in the context of the DHL transaction will not share in the 2008 dividend, so that the profit per share over 2008 will not be diluted.
Source: Citigate
