Share Issue/Capital Change • May 3, 2019
Share Issue/Capital Change
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Not for direct or indirect distribution, publication or release to or within the United States of America, Australia, Canada, Japan, South Africa, Switzerland or any other country or jurisdiction where its dissemination would be contrary to law. Other restrictions apply.
3 May 2019
Public limited liability company Public regulated real estate company under Belgian law Registered office: Rue Belliard 40 (box 11), 1040 Brussels Enterprise number: 0877.248.501 (RLE Brussels, French division) (the "Company")
Public Offering in Belgium of maximum 6,147,142 New Shares within the framework of a capital increase in cash within the authorised capital with Priority Allocation Rights in an amount of maximum EUR 418,005,656.00
89% of the New Shares subscribed after the Subscription Period with Priority Allocation Rights
Start exempt private placement of Scrips in Belgium, Switzerland and the European Economic Area on 3 May 2019
During the Subscription Period with Priority Allocation Rights, which closed on 2 May 2019, 5,480,185 New Shares have been subscribed for, or 89 % of the maximum amount of New Shares offered for subscription.
The 2,000,871 Priority Allocation Rights, represented by coupon No. 20, that have not been exercised during the Subscription Period, will automatically be converted into an equal number of Scrips. These Scrips will be offered for sale by the Joint Bookrunners to Belgian and international investors on 3 May 2019 through an exempt private placement in the form of an "accelerated bookbuilding" (an accelerated private placement with composition of an order book) carried out in Belgium, Switzerland and the European Economic Area in accordance with Regulation S of the US Securities Act of 1933 (as amended), as further described in the Securities Note. The private placement of the Scrips will take place as from the publication of this press release. Purchasers of Scrips will be required to subscribe for the New Shares still available for subscription at the same price and at the same subscription ratio as was applicable to the subscription through the exercise of Priority Allocation Rights, i.e. 1 New Share (at EUR 68.00 per New Share) for 3 Priority Allocation Rights in the form of Scrips. The net proceeds of the sale of these Scrips (after deduction of the costs, expenses and charges of all kinds incurred by the Company) will be divided proportionally among all holders of Priority Allocation Rights that were not exercised during the Subscription Period upon presentation of coupon No. 20, as from 10 May 2019, unless such net proceeds per Scrip amount to less than EUR 0.01 per Scrip, in which case the net proceeds will be transferred, and accrue, to the Company.
Not for direct or indirect distribution, publication or release to or within the United States of America, Australia, Canada, Japan, South Africa, Switzerland or any other country or jurisdiction where its dissemination would be contrary to law. Other restrictions apply.
3 May 2019
The result of the subscriptions for New Shares resulting from the exercise of Scrips and the net proceeds of the sale of the Scrips due to the holders of unexecuted Priority Allocation Rights, will be published by means of a press release, in principle, on 3 May 2019.
The payment and delivery of the New Shares shall be carried out with a value date as per 7 May 2019. The New Shares will in principle be tradable on the regulated market of Euronext Brussels as from the same date.
The trading of the shares of the Company on the regulated market of Euronext Brussels was, at the Company's request, suspended as from the opening of the market on 3 May 2019 until the publication of the press release relating to the results of the Offering (after completion of the private placement of the Scrips). The latter press release will, in principle, be published later today on the Company's website.
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ING Belgium and J.P. Morgan Securities plc act as Joint Global Coordinators and Joint Bookrunners in this transaction; BNP Paribas Fortis, Belfius Bank and KBC Securities act as Joint Bookrunners; and Kempen, ABN AMRO and Bank Degroof Petercam act as Co-Lead Managers.
Not for direct or indirect distribution, publication or release to or within the United States of America, Australia, Canada, Japan, South Africa, Switzerland or any other country or jurisdiction where its dissemination would be contrary to law. Other restrictions apply.
3 May 2019
Aedifica is a Regulated Real Estate Company under Belgian law specialised in healthcare real estate, particularly in senior housing. Aedifica has developed a portfolio worth more than €2.3 billion in Belgium, Germany, the Netherlands and the United Kingdom.
Aedifica has been quoted on Euronext Brussels (regulated market) since 2006 and is identified by the following ticker symbols: AED; AED:BB (Bloomberg); AOO.BR (Reuters).
The Company's market capitalisation was approx. €1.5 billion as of 30 April 2019.
Aedifica is included in the EPRA indices.
Investor Relations Manager
T +32 2 210 44 98 [email protected] www.aedifica.eu
These written materials are not for direct or indirect distribution, publication or release in the United States of America or to US persons or persons resident in Australia, Canada, Japan, South Africa or Switzerland. The information contained herein does not constitute an offer of securities for sale in the United States of America, Australia, Canada, Japan, South Africa or Switzerland.
The Company's securities have not been, nor will be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any other securities regulatory authority of any state or other jurisdiction in the United States of America. The securities may not be offered or sold in the United States of America without prior registration under the Securities Act, or unless the transaction is exempt from, or not subject to, the registration requirements of the Securities Act and any applicable state securities laws. Aedifica NV/SA will not register any portion of the offer in the United States of America or conduct a public offer of securities in the United States of America.
An investment in shares entails significant risks. Relevant investors should read the prospectus that is made available on the website of Aedifica NV/SA (www.aedifica.be/en/prospectus).
This document is not a prospectus and investors should not subscribe for or purchase any shares referred to herein except on the basis of the information contained in the prospectus.
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