Stoneweg European REIT (CWBU) Status update summary

Strategic Transaction and Internalisation Overview

• Announced internalisation and acquisition of the REIT and BT management companies, plus the European management and operating platform, funded mainly by issuing 40 million stapled securities at €2.00 each, marking a major strategic step for future growth.

• Security holders will own both the asset portfolio and the management platform, acquiring the platform at a 29.4% discount to independent valuation, with immediate 5.9% accretion to dividends per share and €13.3–13.7 million EBIT annually.

• SWI Group will subscribe for new securities at a 33% premium to market price, reducing cash outlay and aligning interests with minority investors.

• Internalisation shifts fee income from the sponsor to security holders, enhancing recurring income, enabling reinvestment for growth, and allowing retention of future acquisition benefits.

• The transaction is supported by independent valuation and market precedents, with completion targeted for end December 2026 and full operational integration by Q2 2027, pending regulatory approvals.

Financial and Operational Benefits

• Immediate 5.9% DPS accretion, stable NAV per security, and reduced net gearing post-transaction, with distributable profit of €10.1 million and distribution yield over 10%.

• Even without third-party asset management contracts, the transaction remains DPS accretive, with a 3.1% increase in the base case.

• Securityholders fully participate in platform earnings, with economic returns retained within the entity and higher NPI yields compared to the external model.

• Downside protection is built in: if certain mandates do not transfer, the purchase price is reduced, maintaining accretion.

• The structure is tax-efficient and transparent, with distributions possible from all three pillars.

Platform Capabilities and Growth

• The platform manages €3.2 billion in assets across 10 European countries and Singapore, with around 100 professionals.

• Acquisition includes third-party asset management contracts, providing recurring fee income, co-investment opportunities, and strengthening institutional relationships.

• Strategic cooperation agreements secure exclusive logistics and light industrial investment rights and preferred access to data centre capabilities within the SWI Group ecosystem.

• The platform will manage 96 assets (1.6 million sqm) and 46 third-party contracts (618,000 sqm), consolidating management in-house.

• SERT focuses on logistics and data centres, with over 90% exposure to Western Europe and more than 60% in target sectors.