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URW acquires 38.9% stake in URW Germany JV from partner CPP Investments for 3.254 Mn URW stapled shares

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Unibail-Rodamco-Westfield SE
Unibail-Rodamco-Westfield SE

Paris, December 4, 2024

Press release

URW acquires 38.9% stake in URW Germany JV from partner CPP Investments for 3.254 Mn URW stapled shares

Unibail-Rodamco-Westfield (“URW”) today announces that it has acquired a 38.9% stake in URW Germany GmbH and its related entities (together “URWG”) from its joint venture partner Canada Pension Plan Investment Board (“CPP Investments”). The acquisition is an off-market transaction, in the context of an existing shareholders’ agreement and increases URW’s stake in URWG to 89.9%. Both partners retain the option to transfer the remaining 10.1% of CPP Investments’ interest to URW in 2025 for a cash consideration of up to €65 Mn.

This acquisition is financed through the issuance of 3.254 Mn new URW stapled shares, representing approximately 2.2% of URW’s post-execution fully diluted share capital. These shares will be provided to CPP Investments as consideration for their contribution in kind of the 38.9% stake in URWG.

URWG owns five shopping centres in Germany: Minto (Mönchengladbach), Höfe am Brühl (Leipzig), Palais Vest (Recklinghausen), a 50% share in Paunsdorf Center (Leipzig), and a 20% share in Gropius Passagen (Berlin).
URWG also holds €416 Mn in cash1, including the €238 Mn net cash proceeds from the recent sale of Pasing Arcaden (Munich), as well as the fee business activity for third-party assets in Germany.

This transaction2 is EPRA NTA3 neutral for URW and improves its proforma IFRS LTV3 by c. -20 bps, whilst increasing its cash position and its optionality on these five German assets. The transaction has no impact on URW’s 2024 AREPS guidance.

This transaction does not affect other joint ventures and co-investments between CPP Investments and URW, including Westfield Stratford City, Westfield Centro and some assets in the US.

Pursuant to French legislation, the transaction appraisal documentation includes an opinion confirming the fair value of the exchange ratio.

For more information, please contact:

Investor Relations URW
Meriem Delfi
+33 7 63 45 59 77
investor.relations@urw.com

Gonzague Montigny
+33 6 10 95 85 84
investor.relations@urw.com

Media Relations URW
UK/Global:
Cornelia Schnepf – FinElk
+44 7387 108 998
Cornelia.Schnepf@finelk.eu

France:
Etienne Dubanchet – PLEAD
+33 6 62 70 09 43

Etienne.Dubanchet@plead.fr

Communications CPP Investments
Steve McCool
+44 7780 224 245

smccool@cppib.com

About Unibail-Rodamco-Westfield

Unibail-Rodamco-Westfield is an owner, developer and operator of sustainable, high-quality real estate assets in the most dynamic cities in Europe and the United States.