Exhibit 99.14

 

This document is an English translation of the original Dutch report. In the event of any discrepancy between the Dutch and English versions,

the Dutch version shall prevail.

  

Warehouses De Pauw NV/

public regulated real estate company under Belgian law

Blakebergen 15

1861 Wolvertem

RLE Brussels, Dutch division

company number: 0417.199.869

 

(WDP or the Company)

 

 

REPORT ON THE STATUTORY FINANCIAL STATEMENTS
to the Annual General Meeting of WDP dated April 30, 2025

 

 

 

Dear shareholders,

 

In accordance with our legal and statutory obligations, we hereby report on the exercise of our mandate for the financial year ended December 31, 2024, and submit the financial statements for the financial year ended December 31, 2024, for your approval.

 

1.A fair overview of the Company’s development and results and of its position, as well as a description of the principal risks and uncertainties it faces.

 

1.Discussion of the balance sheet

 

Real estate portfolio

According to the independent real estate experts Stadim, Jones Lang LaSalle, and BNP Paribas Real Estate, the fair value1 of WDP’s real estate portfolio, in accordance with IAS 40, amounts to 2,316.2 million euros on December 31, 2024, compared to 2,193.9 million euros at the beginning of the financial year (including Assets held for sale). Together with the fair value measurement of the investments in solar panels2, the total portfolio value increases to 2,383.5 million euros, compared to 2,252.8 million euros at the end of 2023.

 

The value of 2,316.2 million euros includes completed properties (standing portfolio)3 amounting to 2,195.3 million euros, compared to 2,135.4 million euros at the beginning of the financial year. This change is attributable to several factors: 1) an increase is primarily the result of the completed project in Asse-Mollem — (100% pre-leased); 2) an increase is also attributable to the acquisition of the sites in Sint-Katelijne-Waver — Fortsesteenweg, Willebroek — Brownfieldlaan, and Waregem — Roterijstraat.

 

The limited positive revaluation of the portfolio was driven by a +3.3% increase in estimated market rents in 2024, only partially offset by an upward yield shift of +7 bps.

 

Projects under development represent a value of 94.2 million euros. These primarily include the projects in Bornem (100% pre-leased), Genk (100% pre-leased), Grimbergen, and Lokeren (both in commercialisation phase).

In addition, there are land reserves in locations including Willebroek, Genk, and Westerlo, with a fair value of 26.8 million euros.

As of December 31, 2024, the solar panels were valued at a fair value of 67.3 million euros. The solar panels are recognized on the balance sheet under the category Other tangible fixed assets.

 

1 For the precise valuation methodology, please refer to the BE-REIT press release dated November 10, 2016.

2 Investments in solar panels are valued in accordance with IAS 16 using the revaluation model.

3 Includes a right-of-use asset of 49 million euros, related to the land held under a concession in accordance with IFRS 16.

 1 
 

This document is an English translation of the original Dutch report. In the event of any discrepancy between the Dutch and English versions,

the Dutch version shall prevail.

 

 

Overall, the portfolio is currently valued at a gross rental yield of 5.4%. The gross rental yield after adding the estimated market rental value of the non-leased areas amounts to 5.5.

 

Financial fixed assets

These consist of Financial assets at amortized cost — Other amounting to 2,814.7 million euros. The (small) subsidiaries are largely financed by the parent company WDP NV.

 

Investments accounted for using the equity method

Investments accounted for using the equity method amounted to 2,593.0 million euros at the end of 2024. The increase of 226 million euros is primarily attributable to:

-          a distribution of the gross dividend by WDP Nederland (-33 million euros);

-          the share in the results of the participations accounted for using the equity method (+268 million euros);

-          a capital increase in the sub-subsidiary WDP-Gosselin (+1 million euros);

-          other (-10 million euros).

 

Equity

Shareholders’ equity (IFRS) amounted to 4,745.9 million euros on December 31, 2024, compared to 4,442.9 million euros at the end of the previous financial year. This increase resulted from:

million euros at the end of the previous fiscal year. This increase is due to:

-the growth of the capital base through profit generation during 2024 (+435 million euros);
 -the payment of the dividend and the capital increase in connection with the optional dividend relating to the financial year 2023 (-143 million euros);
 -changes in the fair value of the solar panels (-2 million euros);
 -the capital increase through an exempt accelerated private placement by way of accelerated bookbuilding (ABB) with international qualified and/or institutional investors (+39 million euros);
 -the impact of pre-hedge instruments (–19 million euros);
 -other (-8 million euros).

    

 

Debt

Total financial debt (long-term and short-term) increased during 2024, from 2,312.8 million euros as of December 31, 2023 to 3,063.6 million euros at the end of December 2024. Debt and liabilities included in the calculation of the debt ratio in accordance with the RREC-RD increased from 2,388.1 million euros to 3,154.8 million euros. At the same time, the total assets (taken into account for the debt ratio calculation) increased from 6,791.5 million euros to 7,876.4 million euros. As a result, the statutory debt ratio increased during 2024 from 35.2% at the end of December 2023 to 40.1% at the end of 2024.

 

At company level, outstanding long-term financial debt consists of rollover and full revolving credit facilities amounting to 2,182 million euros, bond loans amounting to 807,6 million euros, and financial leasing with a remaining maturity of more than one year amounting to 0.3 million euros.

At company level, outstanding short-term financial debt consists of short-term roll over and fully revolving credit facilities amounting to 65,4 million euros, straight loans amounting to 7,2 million euros, commercial papers outstanding amounting to 0.0 million euros, and financial leasing with a remaining maturity of less than one year amounting to 0.3 million euros.

 

 

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This document is an English translation of the original Dutch report. In the event of any discrepancy between the Dutch and English versions,

the Dutch version shall prevail.

 

The weighted average maturity of WDP’s outstanding financial debt as of December 31, 2024 amounts to 4.9 years4. When only the total drawn and undrawn long-term credit facilities are taken into account, the weighted average maturity is also 5.2 years. The average cost of debt amounted to 1.9% in 2024.

The hedge ratio which measures the percentage of financial debt with a fixed or floating interest rate that is subsequently hedged, primarily through Interest Rate Swaps (IRSs) is 91.2% (consolidated 89%), with a weighted average hedge maturity of 4.8 years.

 

2. Discussion of the results

 

Summary

WDP’s EPRA Earnings for 2024 amount to 186.9 million euros. This result represents an increase of 25.2% compared to the result of 149.3 million euros in 2023.

 

This increase in EPRA Earnings is primarily driven by pre-leased new construction projects and the organic growth through the indexation of rental contracts, as well as newly completed acquisitions, solar energy revenues, and certain one-time revenues.

 

Statutory EPRA Earnings per share amounted to 0.84 euros, compared to 0.72 euros for the same period last year, taking into account the weighted average number of outstanding shares over the period5.

 

Consolidated EPRA Earnings amount to 1.50 euros, compared to 1.40 euros in 2023, representing a year-on-year increase of 7.14%. Based on the increase in consolidated EPRA Earnings, WDP’s Board of Directors will propose to the General Meeting that a total dividend of 1.20 euros gross, or 0.84 euros net, per share, will be paid for 20246. This represents a 7.14% increase compared to the 2023 level of 1.12 euros gross.

 

Real estate results

The real estate result amounts to 118.1 million euros for 2024, an increase of 1.1% compared to the previous year (116.8 million euros). The increase is attributable to the continued growth of the portfolio in 2023–2024, primarily through new pre-leased projects. On a like-for-like basis, rental income increased by approximately 2.10% as a result of rising inflation averaging 2.7% in 2024 compared to 7.7% in 2023.

The real estate result also includes 7.2 million euros in revenue from solar panels, compared to 10.8 million euros last year. This decrease is primarily due to lower energy prices and less favourable weather conditions compared to last year.

Other operating income and expenses include some non-recurring income amounting to approximately 2 million euros.

 

Operating real estate result (before the portfolio result)

Operating income (before the portfolio result) amounts to 117.5 million euros in 2024, an increase of 1.6% compared to the same period last year (115.6 million euros).

 

Financial result (excluding changes in the fair value of financial assets and liabilities)

The financial result (excluding changes in the fair value of financial assets and liabilities) amounts to 68 million euros for 2024, an increase compared to last year (+35.5 million euros).

 

 

4 Including short-term debt: this consists primarily of the commercial paper program, which is fully backed by backup facilities.

5 The weighted average number of outstanding shares for 2024 is 222,736,116; in 2023, this figure was 206,892,358

6 Taking into account the 30% withholding tax.

 3 
 

This document is an English translation of the original Dutch report. In the event of any discrepancy between the Dutch and English versions,

the Dutch version shall prevail.

 

 

Portfolio result

The portfolio result for the full financial year amounts to 9.0 million euros or 0.04 euros per share. For the same period last year, this result (based on the weighted average number of shares) amounted to -64 million euros, or -0.31 euros per share.

The result on the disposal of investment properties amounted to 0.7 million euros. In 2024, the property at Beersel – Stationstraat 230 was sold, as well as a part of the property in Leuven (Vaart 25–35).

 

Changes in the fair value of financial assets and liabilities7

Changes in the fair value of financial assets and liabilities amount to -23.67 million euros or -0.11 euros per share, during 2024 (compared to -76.0 million euros or -0.37 euros per share in 2023). This negative impact stems from the change in the fair value of the interest rate hedges (Interest Rate Swaps) as of December 31, 2024, resulting from the decline in long-term interest rates during 2024.

Changes in the fair value of financial assets and liabilities—qualifying hedging instruments — are calculated based on the mark-to-market (M-t-M) value of the interest rate swaps in place.

This change in fair value has no cash impact and represents an unrealized item, consequently, it is excluded from the financial result for analytical reporting purposes and it is shown separately in the income statement. The fair value of the interest rate hedges entered into amounts to 58.1 million euros as of December 31, 2024.

Share in the profit or loss and in the unrealized results of subsidiaries, associated companies, and joint ventures accounted for using the equity method

The share in profit or loss and in unrealized gains and losses of subsidiaries, associated companies and joint ventures accounted for using the equity method amount to 267.8 million euros or 1.20 euros per share during 2024 (compared to 17.8 million euros or 0.09 euros per share in 2023).

The share in the profit or loss and in the unrealized results of subsidiaries, associated companies and joint ventures accounted for using the equity method consists of the following components:

•EPRA Earnings: 146.8 million euros;
•Revaluation of financial instruments: -3.9 million euros;
•Portfolio result: 131.3 million euros;
•Depreciation and impairment of solar panels: -6.5 million euros.

 

Of the 267.8 million euros, 148 million euros originated from WDP Nederland N.V. (with a participation in WDP Development NL N.V. and WDP Services NL), 67 million euros originated from WDP Invest NV (with participations in Warehouses De Pauw Romania S.R.L., Export Market Doraly SRL, WDP Luxembourg SA, WDP Deutschland GmbH, WDP Deutschland Services GmbH, Catena AB and nanoGrid BV), 48 million euros originated from WDP France SARL and 4.2 million euros originated from other subsidiaries.

 

Net result

After a tax result of -3.1 million euros, the net result for the 2024 financial year amounts to 435.5 million euros compared to a net result of 22.3 million euros in 2023.

 

 

7The impact of IFRS 9 is calculated based on the mark-to-market (M-t-M) value of the interest rate hedges entered into. The fluctuations in the fair value of the hedging instruments represent an unrealized and non-cash item (provided these products are held to maturity and are not settled early).

 4 
 

This document is an English translation of the original Dutch report. In the event of any discrepancy between the Dutch and English versions,

the Dutch version shall prevail.

 

The difference between the net result of 435.5 million euros and the EPRA Earnings of 186.9 million euros is attributable to the negative change in the fair value of the portfolio (IAS 40), the negative share in the profit or loss and in the unrealized results of the subsidiaries, associated companies and joint ventures accounted for using the equity method, the positive change in the fair value of interest rate hedging instruments, and the depreciation and impairment of the solar panels.

The main risks faced by the Company are those specific to the sector. For a complete overview of the risks, including their potential impact and the strategy adopted to mitigate that potential impact, please refer to the 2024 Annual Report available at www.wdp.eu (Chapter 6. Corporate Governance Statement and 7. Risk Factors).

 

2.Significant events after the financial year-end.

 

WDP buys out its partner in Romania, who will remain as country manager of WDP Romania. Following the establishment and more than 15 years of successful expansion of WDP Romania, WDP and its partner in Romania have decided to transfer the partner’s 15% equity stake in this company to WDP. The partner will retain his position as Country Manager for Romania and will continue to contribute to the growth in that country. This transaction reflects the next step in the internationalization of the WDP Group, with WDP’s activities in Romania having experienced very strong growth in recent years.

 

On February 19, 2025, WDP NV acquired the company Pielon BV through a contribution in kind of shares. As a result, 311,295 new shares were issued. The new shares were issued following a capital increase, pursuant to a decision by WDP’s Board of Directors utilizing the authorized capital.

 

3.Circumstances that could significantly affect the Company’s development

 

The following circumstances exist that could significantly influence the Company’s development: Please refer to the 2024 Annual Report available at www.wdp.eu (Chapter 4. Performance and Trends).

 

4.Research and development

 

No research and/or development activities were carried out during the financial year, given the nature and activities of the Company.

 

5.Existence of the Company’s branches

 

The Company has one permanent establishment located at 28 rue Cantrelle in 36000 Chateauroux, France8.

 

6.Justification of the valuation methods

 

Not applicable.

 

7.Conflict of interest

 

For further information, please refer to the 2024 Annual Report available at www.wdp.eu (Chapter 6. Corporate Governance Statement).

 

 

8 As of January 1, 2025, the registered office of WDP France has been relocated to 7 Rue Jade, 36250 Saint-Maur (Indre).

 5 
 

This document is an English translation of the original Dutch report. In the event of any discrepancy between the Dutch and English versions,

the Dutch version shall prevail.

 

8.Special transactions (capital increases within the framework of the authorized capital and repurchase of own shares)

 

The Company did not repurchase or hold any of its own shares.

 

On December 31, 2024, the Board of Directors had already exercised the authorization granted to it on April 24, 2024, for a capital increase in connection with a contribution in kind by Balta Industries (Waregem). For more information regarding the authorization concerning the authorized capital, see also the notes in Chapter 10. Appendices.

 

9.Regarding the use of financial instruments by the Company and insofar as this is relevant to the assessment of assets, liabilities, financial position, and results

 

A.The Company’s objectives and policies regarding risk management, including its policy on hedging all significant types of intended transactions for which hedge accounting is applied

 

WDP strives (at the consolidated level) to ensure, as much as possible, a match between its assets and liabilities throughout the cycle. In this respect, the portfolio generates a (consolidated) gross return of 6.2% (statutory: 5.5%), based on a very high visibility with a (consolidated) average lease term of 5.66 years (statutory: 4.91 years) to first maturity date and 6.74 years (statutory: 7.33 years) to final maturity date. These are subsequently financed with debt that currently bears an average cost of approximately 1.9, based on a high hedging ratio with long-term hedging instruments (4.8 years on average).

This high margin between yield and cost provides an adequate buffer to meet financial obligations, as reflected in an Interest Coverage Ratio9 of 6.9x. Furthermore, the visibility on both revenues and costs results in a robust cash flow.

 

WDP’s interest rate risk policy aims to mitigate interest rate fluctuations as much as possible and to optimize the cost of the debt. This is achieved through a centrally managed macro-hedging policy, in which interest rate derivatives are used exclusively to hedge financial debt. The Group does not use derivative financial instruments for speculative purposes.

 

The hedge ratio which measures the percentage of financial debt with a fixed or floating interest rate that is subsequently hedged through Interest Rate Swaps (IRSs) amounts to 91.2% on a statutory basis (consolidated: 89%)10 as of December 31, 2024 with a weighted average maturity of the hedges of 4.8 years and is expected to average 68.60% over the next five years.

However, WDP’s results remain subject to fluctuations (see also 5. Financial Results and outlook for a sensitivity analysis regarding short-term interest rates)

 

B.The price risk, credit risk, liquidity risk, and cash flow risk faced by the Company

 

The main risks faced by the Company are those specific to the sector. For a complete overview of the risks, including their potential impact and the strategy adopted to mitigate that potential impact, please refer to the 2024 Annual Report available at www.wdp.eu (Chapter 6. Corporate Governance Statement and 7. Risk factors).

 

 

9 Defined as operating income (before the portfolio result) divided by interest expense minus interest and dividends received minus payments for finance leases and similar items.

10In the RREC’s hedging policy, the long maturity of its existing interest rate hedges implicitly assumes that the absolute level of outstanding debt will be maintained. See also the Annual Report Risk factors and the notes relating to the Financial instruments.

 6 
 

This document is an English translation of the original Dutch report. In the event of any discrepancy between the Dutch and English versions,

the Dutch version shall prevail.

 

 

Finally, we request that you grant discharge to the members of the Board of Directors for the performance of their mandate during the past financial year.

 

Prepared on March 26, 2025, in Wolvertem,

 

THE BOARD OF DIRECTORS

   

Rik Vandenberghe

Chair of the Board of Directors

Joost Uwents

Managing Director