Nextensa NV/SA's Dual Voting Rights: A Catalyst for Unlocking Shareholder Value?

Amid a real estate sector grappling with macroeconomic headwinds, Nextensa NV/SA has quietly restructured its governance framework and capital strategy to position itself as a potential outperformer. The Luxembourg-based real estate giant, which owns a €1.1 billion portfolio spanning offices, logistics, and mixed-use developments, has implemented a dual voting rights mechanism that could amplify returns for long-term investors. Combined with recent asset sales, debt reduction, and high-profile development projects, these moves suggest a playbook designed to unlock shareholder value—and create buying opportunities for those willing to navigate its complex governance structure.

The Loyalty Voting Rights Play: Stability or Stagnation?

At the heart of Nextensa's strategy is its “loyalty voting right” policy, introduced in July 2021. Shareholders who hold shares continuously for two years receive double voting rights, incentivizing long-term ownership. This structure, however, comes with a twist: the company uses the LIFO (Last In, First Out) method to determine eligibility. This means that if a shareholder sells part of their holding, the most recently acquired shares lose their double voting rights first—a safeguard against short-term trading diluting governance control.

By June 2025, 6,054,076 shares carried double voting rights, up from 5,872,576 in January, signaling growing institutional or retail commitment. Yet the mechanism isn't without risks. While it stabilizes governance by favoring long-term investors, it could also entrench existing power structures if a small group of holders accumulates disproportionate influence.

Capital Moves: Pruning to Grow?

Nextensa has paired its governance overhaul with strategic asset sales and acquisitions that suggest a focus on quality over quantity. In early 2025, it sold Knauf Shopping Centers to Wereldhave for €165.75 million, redeploying capital into premium assets like the Proximus Towers in Brussels (acquired for €62.5 million). These moves reduced its net loan-to-value (LTV) ratio to below 40%, freeing up financial flexibility.

The company's portfolio now leans heavily into Belgium (48%) and Luxembourg (34%), regions with robust demand for office and logistics space. Flagship projects like the Tour & Taxis urban development in Brussels—where 322 of 346 apartments in its Park Lane phase have sold—highlight its success in converting underutilized sites into revenue engines.

Financial Health: A Strong Foundation for Growth?

Nextensa's Q1 2025 results reveal €7.8 million in net profit, up from €7.0 million a year earlier, with earnings per share rising to €0.77. Cost discipline—operating expenses fell by 3%—and lower financing costs (2.79% average interest rate) bolstered margins. While its market cap dipped to €414 million from €442 million in late 2024, this decline may reflect broader sector pessimism rather than fundamentals.

The Investment Case: To Buy or Beware?

For investors, the question is whether Nextensa's governance and capital moves justify a position. The dual voting rights structure could be a double-edged sword: it aligns shareholder incentives with long-term growth but may deter activist investors seeking quick changes. Meanwhile, the company's asset-light strategy—selling non-core properties to fund high-margin developments—appears disciplined.

Key Considerations:
1. Valuation: At €414 million, Nextensa trades at roughly 0.4x its property portfolio value, suggesting a discount to peers. However, its debt levels and LTV ratio argue for stability.
2. Project Execution: The success of Cloche d'Or and Tour & Taxis will be critical. With only 17 apartments left unsold at Cloche d'Or and construction underway on its “The Stairs” office block, execution risks appear manageable.
3. Governance Risks: The dual voting structure could concentrate power, but the LIFO rule prevents gaming. Transparency efforts—monthly voting rights updates and strict disclosure thresholds—add credibility.

The Bottom Line: A Buy for Patient Investors

Nextensa NV/SA's governance overhaul and capital reallocation signal a shift toward shareholder-friendly practices. While its dual voting rights may deter short-term traders, the company's focus on high-margin projects, reduced debt, and a discounted valuation make it an intriguing pick for investors with a 3–5 year horizon.

Recommendation: Consider a moderate allocation to Nextensa, particularly if you believe in its ability to execute on urban regeneration projects and its governance model's long-term benefits. Monitor its share count and voting rights disclosures closely—any significant stake accumulation above the 5% or 10% thresholds could signal strategic interest or shifts in control.

As Europe's real estate sector continues to navigate interest rate uncertainty, Nextensa's blend of disciplined capital management and growth-oriented assets positions it as a stock to watch in the coming years.