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Aedifica SA

Share Issue/Capital Change Mar 24, 2017

3904_iss_2017-03-24_1b1fe3dd-2daa-48b1-80ee-5a852e7dcf20.pdf

Share Issue/Capital Change

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PRESS RELEASE Regulated information – inside information

24 March 2017 – 10:45 CET

AEDIFICA

Public limited liability company Public regulated real estate company under Belgian law Registered office: avenue Louise 331-333, 1050 Brussels Enterprise number: 0877.248.501 (RLE Brussels) (the "Company")

Not for direct or indirect distribution, publication or release to or within the United States of America, Canada, Australia, Japan, Switzerland, South-Africa or any other country or jurisdiction where its dissemination would be contrary to law. Other restrictions apply.

Public Offering of maximum 3,595,164 New Shares within the framework of a capital increase in cash with Priority Allocation Rights of maximum EUR 219,305,004.00

86% of the New Shares subscribed after the Subscription Period with Priority Allocation Rights

During the Subscription Period with Priority Allocation Rights, which closed on 23 March 2017, 3,093,595 New Shares have been subscribed to, or 86% of the maximum amount of New Shares offered for subscription.

The 2,006,276 Priority Allocation Rights, represented by coupon No. 16, which have not been exercised during the Subscription Period, will be sold as Scrips on 24 March 2017 within the framework of an exempted accelerated private placement as described in the Securities Note. This transaction will take place as from the publication of this press release. Purchasers of Scrips shall subscribe to the available New Shares at the same price and at the same ratio as applicable for the subscription through the exercise of Priority Allocation Rights, i.e. 1 New Share (at EUR 61.00 per New Share) for 4 Priority Allocation Rights as Scrips. The net proceeds of the sale of these Scrips (the "Surplus Amount") will be paid upon submission of coupon No. 16, as from 31 March 2017, unless the net proceeds of the sale per Scrip amount to less than EUR 0.01, in which case the net proceeds will be transferred to the Company.

The result of the subscriptions to New Shares resulting from the exercise of Scrips and the Surplus Amount owed to holders of unexercised Priority Allocation Rights shall be published in a press release on 24 March 2017 after the private placement of the Scrips.

The payment and delivery of the New Shares shall be carried out with a value date as per 28 March 2017. The New Shares will in principle be tradable on the regulated market of Euronext Brussels as from the same date.

PRESS RELEASE Regulated information – inside information

24 March 2017 – 10:45 CET

The trading of the shares of the Company on the regulated market of Euronext Brussels was suspended as from the opening of the market on 24 March 2017 until the publication of the press release relating to the results of the Offering (after completion of the private placement of the Scrips).

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BNP Paribas Fortis NV, ING Belgium NV and KBC Securities NV act as Joint Global Coordinators and Joint Bookrunners. Bank Degroof Petercam NV, Belfius Bank NV and Kempen & Co N.V., act as Co-Lead Managers.

The English version of this press release constitutes a free translation of the Dutch language text and is made for information purposes only. In case of inconsistency with the Dutch version or inaccuracy of the English translation, the Dutch text shall prevail.

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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 €1.4 billion in Belgium, Germany and in The Netherlands.

Aedifica has been quoted on the regulated market of Euronext Brussels since 2006 and is identified by the following ticker symbols: AED; AED:BB (Bloomberg); AOO.BR (Reuters).

The Company's market capitalisation was €1.0 billion as of 28 February 2017.

Aedifica is included in the EPRA indices.

For all additional information

PRESS RELEASE Regulated information – inside information

24 March 2017 – 10:45 CET

IMPORTANT INFORMATION

These written materials are not, directly or indirectly, for distribution, publication, or release to or within the United States of America, Canada, Australia, Japan, Switzerland, South-Africa or any other country or jurisdiction where the dissemination thereof is not allowed. The information contained herein does not constitute an offering of securities for sale in the United States, Australia, Canada, Switzerland, South-Africa or Japan.

The securities may not be offered or sold in the United States unless they are registered under applicable law or exempt from registration. Aedifica NV/SA does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. This information does not contain a solicitation for money, securities or other considerations and, if sent in response to the information contained herein, will not be accepted.

An investment in shares entails significant risks. Investors are encouraged to read the prospectus that is made available on the website of Aedifica NV/SA, www.aedifica.be.

This document is not a prospectus and investors should not subscribe to, or purchase any shares referred to herein except on the basis of the information contained in the prospectus.

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