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Aedifica SA

Annual Report Feb 24, 2021

3904_er_2021-02-24_285bff6f-bbe9-4d1e-b45f-ff1eea946482.pdf

Annual Report

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24 February 2021 – before opening of markets Under embargo until 07:30 CET

AEDIFICA

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) (the 'Company')

Annual press release: 2019/2020 annual results

  • EPRA Earnings* amount to €162.7 million as of 31 Dec. 2020 (18 months; compared to €72.1 million 30 June 2019, 12 months) or €6.14/share as of 31 Dec. 2020
  • Rental income (over 18 months) increased to €259.5 million due to the growth of the portfolio
  • Confirmation of the proposed dividend (after deduction of the already distributed interim dividend of €3.00 gross per share) of €1.60 gross per share
  • Real estate portfolio* of €3.8 billion as of 31 December 2020, an increase of €1,494 million (+64%) compared to 30 June 2019, the end of the previous financial year
  • 496 healthcare sites for more than 37,000 users in six countries:
    • €1,151 million in Belgium (82 sites)
    • €719 million in Finland (172 sites)
    • €634 million in Germany (75 sites)
    • €633 million in the United Kingdom (96 sites)
    • €516 million in the Netherlands (66 sites)
    • €20 million in Sweden (5 sites)
  • Pipeline of €756 million in acquisitions, construction and renovation projects. In 2019/2020, 46 projects were delivered for a total investment budget of approx. €219 million
  • Weighted average unexpired lease term of 19 years and occupancy rate of 100%
  • More than €700 million raised on capital markets through a public capital increase (€459 million), a capital increase via an accelerated private placement (€207 million) and 2 contributions in kind
  • Debt-to-assets ratio of 43.2% as of 31 December 2020
  • Forecast for the 2021 financial year: proposed gross dividend of €3.30

* Alternative Performance Measure (APM) in accordance with ESMA (European Securities and Market Authority) guidelines published on 5 October 2015. For many years, Aedifica has used Alternative Performance Measures according to the guidelines issued by the ESMA in its communication. Some of these APMs are recommended by the European Public Real Estate Association (EPRA) and others have been defined by the industry or by Aedifica in order to provide readers with a better understanding of its results and performance. The performance measures which are defined by IFRS standards or by Law are not considered as APMs, nor are those which are not based on the consolidated income statement or the balance sheet. The APM are defined, annotated and connected with the most relevant line, total or subtotal of the financial statements, in Appendix 5.

24 February 2021 – before opening of markets Under embargo until 07:30 CET

1. Summary of the activities of the 2019/2020 financial year

Aedifica has once again raised the bar. In the extended financial year in which Aedifica celebrated its fifteenth anniversary, the Group has shown that it continues to live up to its ambitions as a European healthcare real estate investor. Aedifica's international expansion continued at cruising speed: the Group expanded in Northern Europe through the acquisition of Hoivatilat, a second framework agreement was signed with Specht Gruppe for the construction of new care campuses in Germany, and on top of that, a record amount in investments was carried out and announced. The market's confidence in Aedifica's growth strategy was reflected in the inclusion in the BEL 20 and a series of successful capital increases that raised over €700 million, strengthening the Group to continue its growth momentum. Moreover, Aedifica is paying more attention than ever to sustainability and puts its objectives into practice in an ambitious action plan on corporate social responsibility. Despite the global Covid-19 pandemic, which is exerting great pressure on the healthcare sector, Aedifica is delivering solid results, and the Group has further strengthened its position as a European market reference in listed healthcare real estate.

Despite these good results, this is undeniably a financial year characterised by very mixed feelings. As a company that is close to the care sector, Aedifica feels closely involved with the residents of its care facilities and the teams that take care of them. Aedifica would therefore like to express its gratitude to the care staff for the exceptional work and continuous efforts made during the Covid-19 pandemic. The coronavirus has had a major impact on our society, which will continue to be felt in 2021. The Group is therefore aware of the pressure on the care sector and the care operators and the risks this entails. The vaccination campaigns that have started across Europe will continue to be rolled out in the coming months, as well as the unprecedented resilience shown by the healthcare sector over the past year, give cause for moderate optimism and hope that the healthcare sector can return to normal in the course of 2021.

EUROPEAN EXPANSION

In early 2020, Aedifica once again demonstrated its international ambitions by acquiring Hoivatilat, a Finnish healthcare real estate investor that develops innovative housing and care concepts in Finland and Sweden. Adding two new countries to the Group's portfolio, this is Aedifica's most extensive acquisition to date. Taking into account Aedifica's track record of international growth and Hoivatilat's successful build-and-hold strategy, this milestone transaction provides an excellent basis for the Group's future growth in Northern Europe.

In addition, Aedifica reinforced the expansion of its portfolio by signing a second framework agreement with Specht Gruppe for a total amount of approx. €200 million. Under this new framework agreement, 10 new care campuses with a total capacity of approx. 1,260 units will be developed in Germany by 2024.

Aedifica's international ambitions were not only evident in those two sizeable transactions in Northern Europe and Germany. Indeed, during the eighteen months of the 2019/2020 financial year, the Group carried out investments and announced new projects of approx. €1,185 million in 117 care properties. In addition, in all six countries where Aedifica operates, a total of 46 projects from the development pipeline in the amount of approx. €219 million were completed.

24 February 2021 – before opening of markets Under embargo until 07:30 CET

All the investments made over the past eighteen months led Aedifica's real estate portfolio to grow to 496 sites with a capacity of approx. 27,600 residents and 9,600 children. The fair value of marketable investment properties1 increased by approx. €1,404 million (+62%) to €3,673 million (compared to €2,270 million at the beginning of the financial year). In addition, as of 31 December 2020, the Group has a total investment budget in pre-leased development projects of approx. €756 million (see Appendix 4 below). Taking into account the fair value of the investment properties, the development projects to be completed over a period of three years and the investments carried out and announced since 1 January 2021, Aedifica's total portfolio is expected to reach the €4.5 billion mark.

MARKET RECOGNITION

Aedifica's growth strategy continues to enjoy market confidence, as evidenced by the fully subscribed capital increase that was completed in October 2020. In this capital increase, €459 million was raised through a public offer to subscribe to new shares with priority allocation rights, making it the largest ever capital increase in the Belgian RREC sector. In addition, Aedifica completed a capital increase of €207 million in April 2020 via accelerated bookbuilding (ABB), which attracted great interest from international institutional investors. These two capital increases and two contributions in kind enabled the Group to raise more than €700 million. These capital increases strengthened Aedifica's equity position and significantly reduced the consolidated debt-to-assets ratio to 43.2% as of 31 December 2020, giving the Group sufficient financial resources for further growth. In 2019/2020, Aedifica issued for the first time a bond of €40 million under the sustainable finance framework. In addition, in February 2021, the Group signed its first private placement with US, UK and Canadian institutional investors amounting to £180 million, which attracted strong investor support.

The market valuation is also reflected in the premium with which the Group's share is listed as of 31 December 2020: 46.3% compared to the net asset value per share excluding changes in fair value of the hedging instruments* or a premium of 49.9% compared to the net asset value per share.

In addition, the market's confidence in the Group's international growth trajectory in recent years was also confirmed by the inclusion of the Aedifica share in the BEL 20, the leading share index of Euronext Brussels. Furthermore, the share has also been listed on Euronext Amsterdam since November 2019. This second listing and inclusion in the BEL 20 not only provide a wider investor base but also increase the liquidity of the share on the stock exchange.

SOLID RESULTS

Aedifica focuses not only on investments and growth but also on managing its existing real estate assets. The result of this effort is reflected in excellent rental incomes (€259.5 million, 18 months). The EPRA Earnings* amount to €162.7 million (18 months; compared to €72.1 million as of 30 June 2019, 12 months), i.e. €6.14 per share (18 months; compared to €3.74 as of 30 June 2019, 12 months), taking into account a larger number of shares. Aedifica's total profit amounts to €173 million (18 months; compared to €123 million as of 30 June 2019, 12 months).

Based on these results, Aedifica's Board of Directors will propose to the Annual General Meeting on 11 May 2021 a gross dividend of €4.60 per share (subject to a reduced withholding tax of 15%). For the period from 1 July 2019 to 30 June 2020, an interim dividend of €3.00 was already paid on 7 October 2020. The final dividend of €1.60 covers the period from 1 July 2020 to 31 December 2020 inclusive

1 Including assets classified as held for sale* and a right of use of €52 million related to plots of land held by Hoivatilat in 'leasehold' in accordance with IFRS 16.

24 February 2021 – before opening of markets Under embargo until 07:30 CET

and will be divided over two coupons (coupon no. 26 amounts to €1.03 and has already been detached, coupon no. 27 amounts to €0.57).

FUTURE GROWTH

In the past financial year, Aedifica has proven that it can achieve its growth ambitions even in a volatile macroeconomic environment, and the Group intends to continue along this path in 2021 as well. Aedifica has already taken a big step forward in terms of international growth in the new financial year thanks to its first acquisition in Ireland, which marks the Group's entry into a seventh country. In addition, various new investment opportunities are being analysed. Even without taking into account new investments, the Group's future growth is assured by the extensive pipeline of development projects. Through the combination of new investments and existing agreements on the development, acquisition, renovation, expansion and redevelopment of numerous sites, Aedifica can build up a portfolio of high-quality buildings that offer attractive net returns and further strengthen its position as a European market reference in listed healthcare real estate.

For the 2021 financial year, EPRA Earnings* are expected to amount to €137 million or €4.16 per share, taking into account the larger number of shares. The Board of Directors anticipates a gross dividend of €3.30 per share.

2. Important events

Investments and completions carried out during the 2019/2020 financial year are detailed below in section 2.1. They are also described in the Company's press releases, which are available online at www.aedifica.eu.

2.1. Investments, completions and disposals in 2019/2020

  • Aedifica and Hoivatilat are joining forces in Northern Europe2

In November 2019, Aedifica (through its Finnish subsidiary Aureit Holding Oy) launched a voluntary public tender offer on all shares of Hoivatilat Oyj, a Finnish healthcare real estate investor and developer operating in Finland and Sweden. At the end of January 2020, Aedifica completed its tender offer on Hoivatilat, entering the Northern European market and adding a fifth and sixth country to its portfolio. Following the squeeze-out procedure for the remaining Hoivatilat shares, Aedifica acquired 100% of the shares on 15 May 2020. The Hoivatilat share was delisted from Nasdaq Helsinki. Aedifica financed this transaction through existing and new bank financing.

Hoivatilat is an attractive partner to enter the Northern European healthcare real estate market with a high-quality, purpose-built portfolio, a substantial pipeline of development projects and a very experienced management team. The company has a build-and-hold strategy and thus develops itself the care buildings that are rented out. This transaction offers an excellent opportunity for Hoivatilat to continue its growth strategy, both in Finland and in the other countries of Northern Europe.

2 See press releases of 4 November 2019, 27 November 2019, 5 December 2019 and 30 January 2020 for more information.

24 February 2021 – before opening of markets Under embargo until 07:30 CET

  • Investments in Belgium, Germany, the Netherlands, the United Kingdom, Finland and Sweden

In addition to the acquisition of Hoivatilat, Aedifica carried out investments or announced new projects in 117 care properties in Belgium, Germany, the Netherlands, the United Kingdom, Finland and Sweden during the 2019/2020 financial year. As of 31 December 2020, the total amount of investments announced and carried out amounted to approx. €1,185 million.

Name Type Location Date Investment
(€ million) 1
Pipeline
(€ million) 2
Gross rental
yield
(approx. %)
Completion Lease Operator
Belgium 83 -
Klein Veldekens Acquisition Geel 09/07/2020 39 - 4.5% - 30 yrs - NNN Astor
Familiehof Acquisition Schelle 01/10/2020 14 - 4.5% - 27 yrs - NNN Vivalto Home
Le Jardin Intérieur Acquisition Frasnes- les -
Anvaing
30/10/2020 22 - 4.25% - 27 yrs - NNN Orelia
De Gouden Jaren Acquisition Tienen 17/12/2020 8 - 5% - 20 yrs - NNN Emera
Germany 151 403
Zur alten Linde
Seniorenwohnpark Hartha
Acquisition 3 Rabenau
Tharandt
09/07/2019 18 - 6% - 30 yrs - NN EMVIA Living
Haus Steinbachhof
Seniorenhaus Wiederitzsch
Acquisition 3 Chemnitz
Leipzig
09/07/2019 23 - 6% - 19 yrs - NN
24 yrs - NN
Casa Reha 7
Convivo
Seniorenhaus Lessingstrasse Acquisition Wurzen 21/08/2019 - 7 5.5% Q3 2021 25 yrs - NN Seniorhenhaus
Lessingstrasse
Haus Wellengrund Acquisition &
redevelopment
Stemwede 1/11/2019 3 8 6% Q3 2020 30 yrs - NN Argentum
Sonnenhaus Ramsloh
Johanniter-Haus Lüdenscheid
Quartier am Rathausmarkt
Acquisition &
construction
(Quartier am
Rathausmarkt)
Ramsloh
Lüdenscheid
Bremervörde
17/12/2019 19 16 5% Q3 2021
(Quartier am
Rathausmarkt)
30 yrs - NN Sonnenhaus
Saterland
Die Johanniter
Specht Gruppe
Seniorenquartier Bremen
Seniorenquartier Weyhe
Seniorenquartier Langwedel
Seniorenquartier Sehnde
Acquisition &
development 4
Bremen
Weyhe
Langwedel
Sehnde
17/12/2019 5 58 >5% Q3 2021 30 yrs - NNN EMVIA Living
Vitanas portfolio
(7 sites)
Acquisition &
renovation 5
Berlin, Plön,
Wankendorf,
Ueckemünde
18/12/2019 64 28 >5% 2024 WAULT 23 yrs -
NN
Vitanas
BAVARIA Senioren- und
Pflegeheim
Acquisition &
renovation
Sulzbach
Rosenberg
01/01/2020 5 1 6% In the next
4 years
30 yrs - NN Auriscare
Wohnstift am Weinberg Acquisition &
renovation
Kassel 18/01/2020 10 10 5.5% In the next
3 years
30 yrs - NN Cosiq
SARA Seniorenresidenz
Haus III
Forward
purchase
Bitterfeld
Wolfen
28/08/2020 - 9 5.5% Q1 2021 WAULT 28 yrs -
NN
SARA
Second framework agreement
with Specht Gruppe for the
development of 10 care
campuses
Development Germany 10/09/2020 - 200 5% 2022-2024 30 yrs - NNN Master lease
with Specht
Gruppe, but
ultimately a
diversified pool
of tenants
Seniorenquartier Cuxhaven
Seniorenquartier Gera
Seniorenquartier
Gummersbach
Seniorenquartier Schwerin
Acquisition &
development 6
Cuxhaven
Gera
Gummersbach
Schwerin
16/12/2020 4 66 5% 2021-2022 30 yrs - NNN EMVIA Living &
other
experienced
operators
Netherlands 128 64
Rumah Saya Acquisition Apeldoorn 09/07/2019 10 - 6% - 15 yrs - NNN Stichting
Nusantara Zorg
Residentie La Tour
Villa Casimir
Acquisition &
redevelopment
Roermond 09/07/2019 4 8 6% 2020 20 yrs - NNN Ontzorgd
Wonen Groep
Senior Living 7
Vinea Domini Acquisition &
redevelopment
Witmarsum 07/08/2019 1 3 6% 2020 25 yrs - NNN Senior Living 7
Woonconcept portfolio
(5 sites)
Acquisition Hoogeveen 28/08/2019 44 - 6.5% - WAULT 26 yrs -
NN
NNCZ
Natatorium Extension Velp 28/11/2019 2 3 6.5% Q4 2021 20 yrs - NNN Senior Living 7
Villa Nuova Development Vorden 29/11/2019 2 5 5.5% Q1 2021 20 yrs - NNN Senior Living 7
Hilversum SVE Acquisition &
development
Hilversum 03/03/2020 4 8 6% In the next
3 years
20 yrs - NNN Stichting
Hilverzorg
Martha Flora Dordrecht Acquisition &
development
Dordrecht 06/04/2020 2 5 5.5% Q2 2021 25 yrs - NNN Martha Flora
U-center Acquisition Epen 09/09/2020 10 - 6% - 20 yrs - NNN U-center
LLT Almere Buiten Acquisition &
development
Almere 14/09/2020 2.5 6.5 5.5% Q1 2022 20 yrs - NNN Saamborgh
Martha Flora Goes Acquisition &
development
Goes 21/09/2020 2 5 5.5% Q1 2022 25 yrs - NNN Martha Flora
Martha Flora Hulsberg Acquisition &
development
Hulsberg 21/09/2020 1.5 4.5 5.5% Q4 2021 25 yrs - NNN Martha Flora

24 February 2021 – before opening of markets Under embargo until 07:30 CET

Name Type Location Date Investment
(€ million) 1
Pipeline
(€ million) 2
Gross rental
yield
(approx. %)
Completion Lease Operator
Joint venture (50/50) with
Korian (4 sites)
Acquisition &
development
Lelystad,
Soest,
Woudenberg,
Hengelo
10/12/2020 6 11 5.5% 2021-2022 NNN Korian group
OZC Orion Acquisition Leiderdorp 17/12/2020 5.5 - 6% - 15 yrs - NN Cardea &
PROO Leiden
Valuas Zwolle Acquisition &
redevelopment
Zwolle 17/12/2020 3 5 5% Q3 2022 25 yrs - NNN Valuas
Pachterserf Acquisition Apeldoorn 17/12/2020 8 - 5.5% - WAULT 11 yrs -
NN
Stichting
Zorggroep
Apeldoorn
Care campus Uden Acquisition Uden 24/12/2020 20.5 - 6% - WAULT 17 yrs -
NN
Stichting
Laverhof
United Kingdom 8 118 56
9 care homes Extension of
9 sites
United
Kingdom
18/09/2019 - 12 7% 2020 NNN leases Burlington Care
MMCG
Hazel End Care home Acquisition Bishop's
Stortford
19/12/2019 15 - 6% - 35 yrs – NNN Halcyon Care
Homes
The Grange
Deepdene
Princess Lodge
The Hawthorns
Minster Grange
Acquisition Southall
Dorking
Swindon
Southampton
York
13/01/2020 71 - 6% - 30 yrs - NNN Bondcare
Maria Mallaband
Maria Mallaband
Bondcare
Maria Mallaband
Marham House Acquisition Bury St
Edmunds
06/03/2020 14 - 6% - 35 yrs - NNN Halcyon Care
Homes
Priesty Fields Care Home Forward
purchase
Congleton 24/07/2020 - 14 6% Q1 2021 30 yrs - NNN Handsale
Richmond Manor Acquisition Ampthill 13/08/2020 18 - 5.5% - 25 yrs - NNN Hamberley Care
Homes
Hamberley Hailsham Forward
purchase
Hailsham 24/09/2020 - 16 5.5% Q1 2021 25 yrs - NNN Hamberley Care
Homes
MMCG Chard Acquisition &
development
Chard 15/12/2020 - 14 7% Q4 2022 30 yrs - NNN Maria Mallaband
Finland 111 66
4 projects Development Finland Q2 2020 - 39 6.5% In the next
2 years
NN leases Multiple tenants
2 projects Development Finland Q3 2020 - 10 6.5% 2021 NN leases Multiple tenants
Jyväskylä Sulkulantie
5 projects
Acquisition
Development
Jyväskylä
Finland
31/07/2020
Q4 2020
2
-
-
17
6.5%
6.5%
-
In the next
15 yrs - NN
NN leases
Vetrea
Multiple tenants
Oulun Villa Sulka
Oulun Maininki
Loimaan Villa Inno
Mikkelin Kastanjakuja
Kouvolan Oiva
Kuopion Oiva
Nokian Luhtatie
Acquisition Oulu
Oulu
Loimaa
Mikkeli
Kouvola
Kuopio
Nokia
10/12/2020 26.5 - 6% 2 years
-
WAULT 13 yrs -
NN
Mehiläinen
Caritas
Aspa
Mehiläinen
Aspa
Mehiläinen
Mehiläinen
Nokia Kivimiehenkatu
Jyväskylä Martikaisentie
Kaskinen Bladintie
Kotka Metsäkulmankatu
Vaasa Mäkikaivontie
Vaasa Tehokatu
Oulu Isopurjeentie
Teuva Tuokkolantie
Vantaa Asolantie
Seinäjoki Kutojankatu
Acquisition Nokia
Jyväskylä
Kaskinen
Kotka
Vaasa
Vaasa
Oulu
Teuva
Vantaa
Seinäjoki
17/12/2020 82 - 6% - WAULT 10 yrs -
NN
Hovi group
Vetrea
Kaskinen
Attendo
Vacant
Attendo
Attendo
Attendo
Mehilainen
Esperi
Sweden 8 - 5
Upplands Väsby Havregatan Development Upplands
Väsby
09/2020 - 3 6.5% Q3 2021 15 yrs - NN Norlandia
Tierp LSS-boende Development Tierp 12/2020 - 2 6% Q3 2021 15 yrs - NN Team Olivia
Total 591 594

1 The amounts in this column include the contractual value of the plots of land and the existing buildings. These investments generate rental income (sites under construction also generate limited rental income (except in Finland and Sweden), in particular for the plots of land that have already been acquired). 2 The amounts in this column are the budgets for development projects that Aedifica will finance or acquisitions of which the conditions precedent will be fulfilled in the course of the coming months.

The development projects are listed in the pipeline of projects and renovations (see Appendix 4 below).

3 These acquisitions have already been announced during the 2018/2019 financial year.

4 Phase III of the first framework agreement with Specht Gruppe.

5 Two sites (Am Parnassturm and Am Marktplatz) were only added to the portfolio on 14 February 2020, following the completion of the suspensive conditions.

6 Phase IV of the first framework agreement with Specht Gruppe.

7 Korian group.

8 Amounts in £ and SEK were converted into € based on the exchange rate of the transaction date.

24 February 2021 – before opening of markets Under embargo until 07:30 CET

- Completions in Belgium, Germany, the Netherlands, the United Kingdom, Finland and Sweden

Over the course of 2019/2020, a total of 46 pipeline development projects were delivered upon completion of construction works in all six countries where Aedifica operates. The total budget of all projects that have been completed amounts to approx. €219 million.

Name Type Location Date Investment
(€ million) 1
Gross
rental yield
(approx. %)
Lease Operator
Belgium 6
't Hoge III Extension Kortrijk 28/11/2019 2 6% 27 yrs - NNN Senior Living Group 2
Plantijn III Renovation Kapellen 17/12/2019 1 6% 27 yrs - NNN Armonea 3
Résidence Aux Deux Parcs Extension Jette 31/10/2020 3 5.5% 27 yrs - NNN 2
Senior Living Group
Germany 64
Seniorenquartier Schwerin Development Schwerin 15/08/2019 11 5.5% 30 yrs - NN EMVIA Living
Seniorenzentrum Weimar Acquisition Weimar 01/10/2019 16 6% 25 yrs - NN Azurit Rohr
Seniorenquartier Kaltenkirchen Development Kaltenkirchen 16/01/2020 15 5.5% 30 yrs - NN EMVIA Living
Seniorenquartier Beverstedt
Pflegecampus Plauen
Development
Development
Beverstedt
Plauen
15/07/2020
05/09/2020
10
11
5.5%
5.5%
30 yrs - NN
25 yrs - NN
EMVIA Living
Aspida
Zehlendorf 2nd phase Renovation Zehlendorf 31/10/2020 1 6% 24 yrs - NN EMVIA Living
Netherlands 53
Sorghuys Tilburg Development Berkel 20/02/2020 3 6% 25 yrs - NNN Senior Living 2
Enschot
Het Gouden Hart Harderwijk Development Harderwijk 31/03/2020 7 5.5% 25 yrs - NNN Het Gouden Hart 2
De Statenhof Extension &
renovation
Leiden 01/06/2020 2 5.5% WAULT 23 yrs -
NNN
Senior Living 2
Villa Berkum Development Zwolle 30/06/2020 5 6% 25 yrs - NNN Senior Living 2
De Merenhoef 4 Renovation Maarssen 30/06/2020 7 7% WAULT 13 yrs - Stichting Leger des Heils
NN Welzijns- en
Gezondheidszorg
Villa Casimir Development Roermond 01/10/2020 2 6% 20 yrs - NNN Senior Living 2
Residentie La Tour
Verpleegcentrum Scheemda
Development
Development
Roermond
Scheemda
30/11/2020
01/12/2020
7
4
6%
6.5%
20 yrs - NNN
20 yrs - NNN
Ontzorgd Wonen Groep
Stichting Oosterlengte
LTS Winschoten Development Winschoten 01/12/2020 16 5% 25 yrs - NN Stichting Oosterlengte
United Kingdom 5 4
Cowdray Club Renovation Aberdeen 23/08/2019 3 7% 25 yrs - NNN Renaissance
MMCG projects Renovation of
9 sites
United
Kingdom
31/12/2019 1 7.5% WAULT 23 yrs -
NNN
Maria Mallaband Care
Group
Finland 76
Koy Pieksämäen Ruustinnantie Development Pieksämäki 17/01/2020 2 6.5% 20 yrs - NN Attendo
Koy Kuopion Portti A2 Development Kuopio 01/02/2020 10 5.5% 20 yrs - NN Attendo
Koy Riihimäen Jyrätie Development Riihimäki 03/02/2020 2 6.5% 15 yrs - NN Mehiläinen
Koy Lahden keva makarantie Development Lahti 01/03/2020 2 6.5% 19 yrs - NN KVPS
Koy Vaasan Uusmetsäntie
Koy Tuusulan Isokarhunkierto,
Development
Development
Vaasa
Tuusula
01/08/2020
01/08/2020
5
6
9%
6.5%
15 yrs - NN
20 yrs - NN
Kunta
Norlandia
hoiva
Koy Tuusulan Isokarhunkierto,
päiväkoti
Development Tuusula 01/08/2020 2 6% 15 yrs - NN Norlandia
Koy Rovaniemen Santamäentie Development Rovaniemi 01/08/2020 4 8.5% 20 yrs - NN Kunta
Koy Rovaniemen Gardininkuja Development Rovaniemi 01/08/2020 2 8% 15 yrs - NN Pilke
Koy Kontiolahden
Päiväperhosenkatu
Development Lehmo 01/08/2020 2 7.5% 15 yrs - NN Pilke
Koy Lahden Kurenniityntie Development Villahde 01/08/2020 2 8.5% 15 yrs - NN Peikometsä
Koy Ulvilan Kulmalantie Development Ulvila 01/08/2020 3 6.5% 15 yrs - NN Hoivahotellit
Koy Iisalmen Satamakatu
Kangasalan Hilmanhovi, laajennus
Development
Development
Lisalmi
Kangsala
01/09/2020
01/09/2020
7
1
6%
7.5%
15 yrs - NN
15 yrs - NN
Vetrea
Ikifit
Koy Järvenpään Yliopettajankatu Development Järvenpää 01/09/2020 5 6% 25 yrs - NN Kristillinen Koulu
Koy Kouvolan Ruskeasuonkatu Development Kouvola 16/11/2020 8 6% 20 yrs - NN Attendo
Koy Oulun Ruismetsä Development Oulu 01/12/2020 5 8.5% 25 yrs - NN Kunta
Koy Rovaniemen Muonakuja Development Rovaniemi 01/12/2020 2 8% 15 yrs - NN Lapin Turkoosi Oy
Koy Oulun Siilotie Development Oulu 14/12/2020 6 6.5% 15 yrs - NN Mehiläinen
Sweden 5 16
Gråmunkehöga LSS Boende Development Uppsala 31/03/2020 2 6.5% 16 yrs - NN Team Olivia
Heby LSS Boende
Eskilstuna Mesta
Development
Development
Heby
Eskilstuna
14/04/2020
15/08/2020
2
5
7%
7%
21 yrs - NN
15 yrs - NN
Alternatus
British mini
Älmhult Kunskapsgatan Development Älmhult 01/12/2020 3 7% 16 yrs - NN Kunskapsförskolan
Norrtälje Östhamra Förskola Development Norrtälje 14/12/2020 4 7% 16 yrs - NN Kunskapsförskolan
Total 219

1 The amounts in this column only include the works that were carried out.

2 Korian group. 3 Colisée group.

4 The investment amount is the total budget for the renovation, of which the last phase was completed on 30 June 2020 for an amount of €1 million.

5 Amounts in £ and SEK were converted into € based on the exchange rate of the transaction date.

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- Disposals

Over the course of the 2019/2020 financial year, eight sites were divested in order to optimise the real estate portfolio.

Name Location Country Date Selling price
(€ million) 1
De Statenhof Hoogbouw Leiden Netherlands 13/12/2019 6.5
Koy Uudenkaupungin Merimetsopolku A Uusikaupunki Finland 31/03/2020 1.3
HGH Driebergen Driebergen Netherlands 23/04/2020 0.8
Prinsenhof Koersel Belgium 29/04/2020 8.2
Delves Court Walsall United Kingdom 13/05//2020 2.7
Asunto Oy Iisalmen Satamatori Iisalmi Finland 05/08/2020 1.9
Building plot De Notelaar Olen Belgium 24/11/2020 0.5
Plas Rhosnesni Wrexham United Kingdom 21/12/2020 1.6
Total 23.5

1 Amounts in £ were converted into € based on the exchange rate of the transaction date.

2.2. Investments, completions and disposals after 31 December 2020

- Investments in the Netherlands, the United Kingdom, Finland and Ireland

After 31 December 2020, Aedifica has carried out investments and announced new projects in nine care properties for a total amount of €91 million. In February 2021, Aedifica acquired its first care home in Ireland.

Name Type Location Date Investment
(€ million) 1
Pipeline
(€ million) 2
Gross
rental yield
(approx. %)
Completion Lease Operator
Netherlands 1 3
Stepping Stones Blaricum 3 Acquisition &
development
Blaricum 26/01/2021 1 3 5.5% Q2 2022 NNN Korian group
United Kingdom 4 45 -
Abbot Care Home
Stanley Wilson Lodge
St Fillans Care Home
Acquisition Harlow
Saffron Walden
Colchester
14/01/2021 45 - 5.5% - 30 yrs -
NNN
Excelcare
Finland 8 9
2 projects Development Finland 01/2021 - 9 6% In the next
2 years
NN leases Multiple
tenants
Espoo Rajamännynahde Acquisition Espoo 01/02/2021 4 - 6.5% - 20 yrs - NN Pihlanjantertut
Ry
Laukaa Peurungantie Acquisition Laukaa 19/02/2021 4 - 6.5% - 15 yrs - NN Peurunka Oy
Ireland 25 -
Brídhaven Acquisition Mallow 12/02/2021 25 - 5.5% - 25 yrs - NN Virtue
Total 79 12

1 The amounts in this column include the contractual value of the plots of land and the existing buildings. These investments generate rental income (sites under construction also generate limited rental income (except in Finland and Sweden), in particular for the plots of land that have already been acquired).

2 The amounts in this column are the budgets for development projects that Aedifica will finance.

3 This project is developed within the joint venture with the Korian group. Aedifica and Korian will each finance 50% of the total budget. This table only considers the part of the budget that will be financed by Aedifica.

4 Amounts in £ and SEK were converted into € based on the exchange rate of the transaction date.

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- Completions in Belgium, Germany, the Netherlands, the United Kingdom and Finland

After 31 December 2020, another five development projects in the pipeline were delivered upon completion of construction works. The total budget of the projects that were completed amounts to approx. €36 million.

Name Type Location Date Investment
(€ million) 1
Gross
rental yield
(approx. %)
Lease Operator
Belgium 3
Kasteelhof Extension Dendermonde 01/01/2021 3 5.5% 30 yrs - NNN Senior Living Group 2
Germany 10
Seniorenquartier Espelkamp 3 Development Espelkamp 01/02/2021 10 5.5% 30 yrs - NN EMVIA Living
Netherlands 5
Villa Nuova Development Vorden 23/02/2021 5 5.5% 20 yrs - NNN Senior Living 2
United Kingdom 4 16
Hamberley Hailsham Forward purchase Hailsham 28/01/2021 16 5.5% 25 yrs - NNN Hamberley Care Homes
Finland 2
Kempele Ihmemaantie Development Kempele 22/01/2021 2 6.5% 20 yrs - NN Kotoisin
Total 36

1 For completed development projects, the amounts in this column only include the works that were carried out. For acquisitions of which the usual conditions have been

fulfilled, this amount includes the contractual value of the plots of land and the buildings located.

2 Korian group.

3 Partial completion.

4 Amounts in £ and SEK were converted into € based on the exchange rate of the transaction date.

- Disposals

After 31 December 2020, one site was divested in order to optimise the real estate portfolio.

Name Location Country Date Selling price
(€ million) 1
Randolph House Scunthorpe United Kingdom 10/02/2021 1.5
Total 1.5

1 Amounts in £ were converted into € based on the exchange rate of the transaction date.

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2.3. Other events

  • Aedifica strengthens its teams in the Netherlands, Germany and Belgium with country managers

In order to sustain its growth in local markets, Aedifica strengthened its teams in the Netherlands, Germany and Belgium with country managers. In this role, Eric Scheijgrond supervises the management of the portfolio and the Group's growth in the Dutch market since 1 September 2019. In Germany, Heinz Beekmann supervises the management of the portfolio and the Group's growth since the end of March 2020, while also taking charge of the existing German team. In Belgium, Stéphanie Lomme was promoted to country manager in November 2020. She also heads the Belgian asset & property management team.

- Aedifica included in the BEL 20

Since 23 March 2020, Aedifica is included in the BEL 20, the leading share index of Euronext Brussels. The BEL 20 index comprises the Belgian companies listed on Euronext Brussels recording the largest free-float market capitalisation, of which the share is sufficiently liquid and of which at least 15% of the staff is employed in Belgium. The inclusion in the BEL 20 is a reward for the international growth achieved by Aedifica in recent years and confirms the market's confidence in the Group.

- Aedifica starts trading on Euronext Amsterdam

On 7 November 2019, the Aedifica share started trading on Euronext Amsterdam via a secondary listing. Through this secondary listing, Aedifica aims to further increase its visibility in the Netherlands as pureplay investor in European healthcare real estate. The listing will also provide Dutch investors with direct access to the Company's capital, giving Aedifica the opportunity to further expand and diversify its shareholder base. Aedifica has not issued any new shares as part of the secondary listing and will retain its primary listing on Euronext Brussels. Aedifica's shares are collected and administered in the central order book of the Euronext group.

- Aedifica included in the Stoxx Europe 600 and GPR indices

In 2019/2020, Aedifica has been included in the Stoxx Europe 600 Index, the GPR 250 Index and the GPR 250 REIT Index. Aedifica's inclusion in these indices anchors the Group once again as a market reference in listed European healthcare real estate.

- Aedifica wins EPRA BPR & sBPR Gold Awards

In September 2020, Aedifica received a 6th consecutive 'EPRA BPR Gold Award' for its Annual Financial Report (financial year 2018/2019), keeping the Company at the top of the real estate companies assessed by EPRA, the European association of listed real estate companies.

In addition, Aedifica's sustainability report on the Group's efforts in the field of corporate social responsibility in 2019 (published in May 2020) was awarded the 'EPRA sBPR Gold Award', having already won an 'EPRA sBPR Silver Award' and the 'EPRA sBPR Most Improved Award' last year.

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3. Covid-19 impact

In this unprecedented period, Aedifica's priority is the health and safety of its employees and partners. Following the outbreak of the Covid-19 pandemic in the first half of 2020, Aedifica immediately switched to a fully digital working environment with flexible teleworking to ensure business continuity. Working from home became the norm, while the operational teams remain in close contact with the tenants.

The pandemic had no material impact on the Group's results as of 31 December 2020. Aedifica's (residential) care properties remained fully operational during the pandemic thanks to strict protection measures, and they still are today.

In Aedifica's Finnish children day-care centres, occupancy rates fell sharply during the lockdown (with school closures) before summer 2020. The start of the new school year in mid-August has had a positive impact on occupancy rates, which have recovered to their usual level (children day-care centres represent only 8% of the annual contractual rents). The impact of the Covid-19 pandemic on the occupancy rates of care homes, which have decreased due to excess mortality (by about 5-10% in some countries), is continuously monitored. Even though no new residents were allowed in care homes in certain regions at the beginning of the pandemic, such government-mandated admission stops have been lifted everywhere since the summer. Since the beginning of 2021, vaccination programmes are being rolled out in all six countries in which Aedifica operates, giving priority to care home residents and staff. It is expected that the risk perception of care homes in the public opinion will change positively soon and that occupancy rates of care homes will start to rise again in the near future.

Despite the pandemic, there is no material negative impact on rental payments. This is partly explained by the fact that the average occupancy rate of care homes in all countries of the portfolio remains at a level that allows tenants to meet their rental obligations. In addition, (local) authorities in several countries have approved aid programmes to cover potential additional costs of care operators resulting from the Covid-19 measures.

The healthcare real estate investment market has been very dynamic (again), especially since the summer of 2020. The solid market fundamentals of healthcare real estate (ageing, consolidation, public financing) remain intact and may even be strengthened by the current crisis. This translates into further growth of the operators, who generally continue to be very active in the acquisition and development market. As such, Aedifica was able to announce and implement a series of new investments in the second half of 2020 and early 2021 (see section 2.1 and 2.2). In addition, Aedifica's development projects in all six countries where the Group operates are being continued at full capacity.

In addition, despite volatility in financial markets due to the pandemic, Aedifica has proven to have easy access to debt financing (see section 4.1) and the capital market (see section 4.2), where the Group raised over €700 million last year.

Consequently, Aedifica believes that it is well positioned, in terms of balance sheet strength, liquidity, tenant base and portfolio diversification, to address the short-term risks of the Covid-19 pandemic (in particular the potential negative impact of the pandemic on the rental payment capacity of care operators) and the overall volatile macro-economic environment resulting from the pandemic, but also to further monitor and support the growth of the care sector in Europe and the resulting need for care properties.

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4. Management of financial resources

4.1. Financial debts

During the eighteen months of the 2019/2020 financial year, Aedifica has strengthened its financial resources. The Group did this by, amongst other things, concluding new long-term bank financing with due dates between 2024 and 2026 for a total amount of €240 million. The European Investment Bank also granted an additional investment loan of €20 million to Hoivatilat Oyj that runs until 2035. Moreover, Aedifica has completed three private placements as part of its treasury notes programme, the first placement of €40 million with a 7-year maturity at a fixed interest rate of 1.466% was carried out in June 2020, the second placement of €12 million with a 10-year maturity at a fixed interest rate of 1.85% was carried out in July 2020 and the third placement of €10 million with a 7-year maturity at a fixed interest rate of 1.274% was carried out in December 2020. In doing so, Aedifica emphasises the desire to further diversify its sources of financing. The available liquidity after deduction of the short-term treasury notes is €303 million as of 31 December 2020.

The bridge facility concluded to finance the acquisition of the shares in Hoivatilat Oyj and to refinance the GBP bridge facility3 (which was due to expire during the 2019/2020 financial year) was extended until October 2021. The capital raised from the capital increase of April 2020 was used to repay €203 million of the bridge facility. The outstanding amount of the bridge facility's tranche in euro (€97 million) was fully repaid with the proceeds of the capital increase of 27 October 2020 (see section 4.2 below).

Taking these elements into account, the maturity dates of Aedifica's financial debts as of 31 December 2020 are as follows:

Financial debt
(in € million) 1
Lines Utilisation of which
treasury
notes
31/12/2021 632 607 291
31/12/2022 121 51 -
31/12/2023 285 135 -
31/12/2024 268 198 -
31/12/2025 556 312 -
31/12/2026 102 69 -
>31/12/2026 297 297 77
Total as of 31 December 2020 2,262 1,669 368
Weighted average maturity (in years) 2 4.1 4.4

1 Amounts in £ were converted into € based on the exchange rate of 31 December 2020 (1.1123 £/€).

2 Without regard to short-term treasury notes and the bridge facility.

Without regard to short-term financing (short-term treasury notes and bridge facility), the weighted average maturity of the financial debts as of 31 December 2020 is 4.4 years.

After the close of the financial year, in early 2021, Aedifica signed a successful bond issue of £180 million through a private placement with US, UK and Canadian institutional investors. The bonds will have maturities of 7 and 12 years with a coupon of 2.58% and 2.79% respectively. Aedifica thus continues to diversify its funding sources and lengthen the average maturity of its debt. Proceeds from

3 This bridge facility in pound sterling was concluded to finance the acquisition of the healthcare real estate portfolio in the United Kingdom that was completed at the end of January 2019.

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this US private placement will be used to repay a £150 million bridge loan and finance further portfolio growth in the UK.

In addition, in January 2021 the Group completed a €10 million private placement with a maturity of 7 years at a fixed interest rate of 1.329%.

4.2. Equity

In 2019/2020, Aedifica completed two capital increases in cash and two capital increases through contribution in kind, raising more than €700 million. These capital increases strengthened Aedifica's equity position and significantly reduced the consolidated debt-to-assets ratio to 43.2% as of 31 December 2020, giving the Group sufficient financial resources for further growth.

- Capital increase of €207 million

On 22 April 2020, Aedifica successfully launched a capital increase in cash within the authorised capital by way of an accelerated bookbuilding with international institutional investors (an 'ABB') in a gross amount of €207 million. On 28 April 2020, the Company issued 2,460,115 new shares at an issue price of €84 per share, i.e. €206,649,660 (including share premium). The new shares were immediately admitted to trading and are entitled to a pro rata temporis dividend for the (extended) 2019/2020 financial year as from 28 April 2020 (coupon no. 24 and following). Within the framework of this transaction, coupon no. 23, representing the right to the pro rata temporis dividend for the period from 1 July 2019 to 27 April 2020 inclusive, was detached on 23 April 2020 after the closing of the markets.

  • Contribution in kind of €39 million

On 9 July 2020, the acquisition of the Klein Veldekens care campus in Geel (Belgium) was carried out via the contribution in kind of the buildings and the plot of land in Aedifica NV/SA. The contractual value amounted to approx. €39 million. As consideration for the contribution, 435,596 new Aedifica shares were issued following a capital increase by the Board of Directors within the framework of the authorised capital. The new shares have been listed since 10 July 2020 and are entitled to a pro rata temporis dividend for the period from 28 April 2020 to 31 December 2020 (coupon no. 24 and following).

  • Capital increase of €459 million

On 14 October 2020, Aedifica launched a public offering of new shares within the framework of a capital increase in cash within the authorised capital with priority allocation rights in a gross amount of approx. €459 million. On 27 October 2020, the Company issued 5,499,373 new shares at an issue price of €83.50 per share, i.e. €459,197,645.50 (including share premium). The new shares were issued with coupon no. 27 attached and are thus entitled to a pro rata temporis dividend for the (extended) 2019/2020 financial year as from 27 October 2020. Within the framework of this transaction, coupon no. 26, representing the right to the pro rata temporis dividend for the period from 1 July 2020 up to and including 26 October 2020, was detached on 15 October 2020.

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- Contribution in kind of €8 million

On 17 December 2020, the acquisition of the De Gouden Jaren care home in Tienen (Belgium) was carried out via the contribution in kind of the building and the plot of land in Aedifica NV/SA. The contractual value amounted to approx. €8 million. As consideration for the contribution, 90,330 new Aedifica shares were issued following a capital increase by the Board of Directors within the framework of the authorised capital. The new shares have been listed since 17 December 2020 and are thus entitled to a pro rata temporis dividend for the (extended) 2019/2020 financial year as from 27 October 2020 (coupon no. 27).

Following this transaction, the total number of Aedifica shares amounts to 33,086,572 and the share capital amounts to €873,081,308.72.

4.3. Sustainable Finance Framework

In order to strengthen Aedifica's commitment to achieving the objectives of its ESG action plan4 , Aedifia has developed a Sustainable Finance Framework on which a Secondary Party Opinion has been obtained from Vigeo. The proceeds from the financial instruments that will be issued under this framework will be used exclusively for the financing/refinancing of sustainable buildings, projects concerning energy efficiency and projects of a social nature. To be eligible for this type of financing, the buildings or projects must meet the sustainability criteria described in the Sustainable Finance Framework. These criteria are aligned with the United Nations Sustainable Development Goals (SDGs). The Sustainable Finance Framework and Secondary Party Opinion are available on Aedifica's website.

The funds from this private placement of €40 million were used to refinance sustainable buildings.

4 See Aedifica's 2019 Sustainability Report on page 12-13.

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5. Summary of the consolidated financial statements of 31 December 2020

5.1. Portfolio as of 31 December 2020

During the 2019/2020 financial year (1 July 2019 – 31 December 2020, 18 months), Aedifica increased its portfolio of investment properties 5 by approx. €1,494 million, from a fair value of €2,321 million to €3,815 million. This value of €3,815 million includes the marketable investment properties6 (€3,673.3 million) and the development projects (€141.3 million). The 62% increase in marketable investment properties comes mainly from net acquisitions (see section 2.1), completed development projects (see section 2.1) and changes in the fair value of marketable investment properties recognised in income (+41.9 million, or +1.8% over 18 months). The changes in the fair value of marketable investment properties, as assessed by independent valuation experts, are broken down as follows:

  • Belgium: +€27.4 million (+1.2%);
  • Germany: +€26.8 million (+1.2%);
  • Netherlands: +€3.5 million (+0.2%);
  • United Kingdom: -€5.3 million (-0.2%);
  • Finland: -€10.4 million (-0.5%);
  • Sweden: -€0.1 million (-0.0%).

The decrease in fair value of the Finnish portfolio is due to a cautious attitude of the real estate expert for the valuation of the children day-care centres that had to cope with lower occupancy rates during the lockdown before the summer of 2020(see section 3 on Covid-19).

As of 31 December 2020, Aedifica's portfolio has 496 marketable investment properties (including assets classified as held for sale*), with a total capacity for approx. 27,600 residents and approx. 9,600 children and a total surface area of approx. 1,750,000 m2 .

The portfolio has an overall occupancy rate7 of 100% as of 31 December 2020.

The weighted average unexpired lease term (WAULT) for all buildings in the Company's portfolio is 19 years.

7 Occupancy rate calculated according to the EPRA methodology.

5 Including assets classified as held for sale*.

6 Including assets classified as held for sale* and a right of use of €52 million related to plots of land held by Hoivatilat in 'leasehold' in accordance with IFRS 16.

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5.2. Gross yield by country

The table below presents the portfolio's gross yield by country, compared to the fair value of the marketable investment properties. As the portfolio's gross yield was communicated by segment of activity until last year, a table is included below in which the gross yield is presented in accordance with the previous method, so that the gross yields can be compared in a historical way.

In general, the gross yield based on the fair value amounts to 5.8%. In Finland and Sweden, Hoivatilat is developing its construction projects itself. The yield on cost of these projects is therefore higher than the yield on a fair value basis and amounts to approx. 6.5% on average.

31/12/2020
(x€1,000) Belgium Germany Netherlands United
Kingdom
°°°°
Finland Sweden
°°°°
Marketable
investment
properties
°°°
Development
projects
Right of use
of plots of
land
Investment
properties
°°°
Fair value 1,151,419 634,220 515,768 633,302 667,270 19,543 3,621,522 141,320 51,825 3,814,667
Annual
contractual
rents
61,562 35,909 29,932 42,859 37,418 1,135 208,814 - - -
Gross yield
(%) °°
5.3% 5.7% 5.8% 6.8% 5.6% 5.8% 5.8% - - -
31/12/2020
(x €1,000) Healthcare real estate Apartment buildings Hotels Marketable
investment
properties
°°°
Development
projects
Right of use
of plots of
land
Investment
properties
°°°
Fair value 3,621,522 - - 3,621,522 141,320 51,825 3,814,667
Annual
contractual
rents
208,814 - ° - 208,814 - - -
Gross yield
(%) °°
5.8% - - 5.8% - - -
30/06/2019
(x €1,000) Healthcare real estate Apartment buildings Hotels Marketable
investment
properties
°°°
Development
projects
Right of use
of plots of
land
Investment
properties
°°°
Fair value 2,269,744 - - 2,269,744 51,205 - 2,320,949
Annual
contractual
rents
133,739 - ° - 133,739 - - -
Gross yield
(%) °°
5.9% - - 5.9% - - -

° The amounts related to the furnished apartments correspond to the annualised rental income excl. VAT.

°° Based on the fair value (re-assessed every three months). For healthcare real estate, the gross yield and the net yield are generally equal ('triple net' contracts), with the operating charges, the maintenance costs and the rents on empty spaces related to the operations generally being supported by the operator in Belgium, the United Kingdom and (often) the Netherlands. In Germany, Finland and Sweden (and the Netherlands, in some cases), the net yield is generally lower than the gross yield, with certain charges remaining at the responsibility of the owner, such as the repair and maintenance of the roof, structure and facades of the building ('double net' contacts). °°° Including assets classified as held for sale*.

°°°° Amounts in £ and SEK were converted into € based on the exchange rate of 31 December 2020 (1.1123 £/€ and 10.0343 SEK/€).

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5.3. Consolidated results8

Consolidated income statement - analytical format
(x €1,000)
31/12/2020
(18 months)
31/12/2020
(12 months –
restated period)
31/12/2019
(12 months –
restated period)
30/06/2019
(12 months)
Rental income 259,505 187,535 139,585 118,413
Rental-related charges -3,344 -2,753 -640 -41
Net rental income 256,161 184,783 138,944 118,372
Operating charges* -44,539 -33,228 -23,870 -21,230
Operating result before result on portfolio 211,622 151,554 115,075 97,142
EBIT margin* (%) 83% 82% 83% 82%
Financial result excl. changes in fair value* -38,755 -28,323 -21,966 -20,168
Corporate tax -11,530 -7,703 -6,946 -4,498
Share in the profit or loss of associates and joint ventures accounted for
using the equity method in respect of EPRA Earnings
1,568 798 1,052 282
Non-controlling interests in respect of EPRA Earnings -187 -158 -259 -613
EPRA Earnings* (owners of the parent) 162,718 116,168 86,956 72,145
Denominator (IAS 33) 26,512,206 27,472,976 22,473,243 19,274,471
EPRA Earnings* (owners of the parent) per share
(€/share)
6.14 4.23 3.87 3.74
EPRA Earnings* 162,718 116,168 86,956 72,145
Changes in fair value of financial assets and liabilities -2,169 -5,587 -3,699 -7,304
Changes in fair value of investment properties 25,049 5,069 70,202 63,317
Gains and losses on disposals of investment properties -559 -1,827 8,659 7,321
Negative goodwill / goodwill impairment 0 0 132 0
Deferred taxes in respect of EPRA adjustments -14,811 -11,041 -8,141 -6,216
Share in the profit or loss of associates and joint ventures accounted for
using the equity method in respect of the above
3,007 1,180 2,680 853
Non-controlling interests in respect of the above -167 -68 -2,884 -6,618
Roundings 0 0 -2 -1
Profit (owners of the parent) 173,068 103,894 153,903 123,497
Denominator (IAS 33) 26,512,206 27,472,976 22,473,243 19,274,471
Earnings per share (owners of the parent -
IAS 33 - €/share)
6.53 3.78 6.85 6.41

The consolidated turnover (consolidated rental income) of the financial year amounts to €259.5 million (31 December 2020, 18 months; 30 June 2019: €118.4 million, 12 months). On the basis of the restated periods (12 months), the turnover increases by 34% from €139.6 million on 31 December 2019 to €187.5 million on 31 December 2020.

8 The income statement covers the 18-month period from 1 July 2019 to 31 December 2020. Acquisitions are accounted for on the date of the effective transfer of control. In order to allow comparison with the previous period, the figures were derived on a 12-month basis (with the exception of the denominators (IAS 33) which were recalculated for each period). Therefore, these operations present different impacts on the income statement, depending on whether they took place at the beginning, during, or at the end of the period.

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Aedifica's consolidated rental income by country is presented in the tables below. Due to the extension of the financial year by six months to 31 December 2020 and in order to allow comparison with the previous period, the variation on a like-for-like basis* was calculated on a 12-month period.

Consolidated rental income
(x €1,000)
Q1 Q2 Q3 Q4 Q5 Q6 31/12/2020
Belgium 14,194 14,260 14,310 14,235 14,610 15,073 86,682
Germany 6,497 7,052 8,567 8,913 8,956 9,189 49,174
Netherlands 5,227 5,683 5,770 5,964 6,284 6,609 35,537
United Kingdom 9,204 9,853 10,672 10,457 10,426 10,199 60,811
Finland - - 5,893 6,615 6,989 7,532 27,029
Sweden - - - 47 77 148 272
Total 35,122 36,848 45,212 46,231 47,341 48,750 259,505
Consolidated
rental income
(x €1,000)
2020.01-
2020.03
2020.04-
2020.06
2020.07-
2020.09
2020.10-
2020.12
01/01/2020 -
31/12/2020
01/01/2019 -
31/12/2019
Var. (%) on
a like-for
like basis*
Var. (%)
Belgium 14,310 14,235 14,610 15,073 58,228 60,869 +1.2% -4.3%
Germany 8,567 8,913 8,956 9,189 35,625 24,869 +1.1% +43.2%
Netherlands 5,770 5,964 6,284 6,609 24,627 19,702 +2.2% 25.0%
United Kingdom 10,672 10,457 10,426 10,199 41,754 34,144 +1.2%° 22.3%
Finland 5,893 6,615 6,989 7,532 27,029 0 - -
Sweden 0 47 77 148 272 0 - -
Total 45,212 46,231 47,341 48,750 187,535 139,585 +1.3% +34.4%

° When calculating the variation on a like-for-like basis* in the United Kingdom, the buildings previously operated by the Four Seasons group were not taken into account (including these buildings, the variation on a like-for-like basis* is -4.9%).

The increase in consolidated rental income demonstrates the relevance of Aedifica's investment strategy and can be explained by the large number of sites that Aedifica has added to its portfolio over the past financial year through the completion of new acquisitions and the delivery of development projects from the pipeline.

The decrease of rental income in Belgium is explained by the divestment of the non-strategic parts of the portfolio (apartment buildings and hotels), which was completed at the end of the previous financial year. As all these non-strategic buildings are located in Belgium, their divestment only has an impact on Belgian rental income. On a like-for-like basis*, however, Belgian rental income has increased (+1.2%).

After deduction of the rental-related charges (€3.3 million), in particular a depreciation for doubtful debts for Four Seasons for the period from 1 October 2019 until the transfer of the buildings to the new tenants in April 2020, the net rental income amounts to €256.2 million (18 months) as of 31 December 2020. On the basis of the restated periods (12 months), the net rental result increases by 33%, from €138.9 million on 31 December 2019 to €184.8 million on 31 December 2020.

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The property result amounts to €256.2 million (31 December 2020, 18 months; 30 June 2019: €117.6 million, 12 months). This result, less other direct costs, leads to a property operating result of €247.7 million (31 December 2020, 18 months; 30 June 2019: €111.9 million, 12 months). This implies an operating margin* of 96.7% (31 December 2020, 18 months; 30 June 2019: 94.6%, 12 months). On the basis of the restated periods (12 months), the property result increases from €138.8 million on 31 December 2019 to €184.8 million on 31 December 2020. That result, less other direct costs, leads to a property operating result of €178.6 million as of 31 December 2020 (31 December 2019: €132.8 million). This implies an operating margin* of 96.7% (31 December 2020, 12 months; 31 December 2019: 95.6%,12 months).

After deducting overheads of €36.1 million (31 December 2020, 18 months; 30 June 2019: €14.8 million) and taking into account other operating income and charges, the operating result before result on the portfolio amounts to €211.6 million (31 December 2020, 18 months; 30 June 2019: €97.1 million, 12 months). This implies an EBIT margin* of 83% (31 December 2020, 18 months; 30 June 2019: 82%, 12 months). On the basis of the restated periods (12 months), the operating result before the result on the portfolio increases by 31.7%, from €115.1 million (31 December 2019) to €151.6 million (31 December 2020). The EBIT margin* amounts to 82% on 31 December 2020 (12 months) compared to 83% on 31 December 2019 (12 months).

Taking into account the cash flows generated by hedging instruments, Aedifica's net interest charges amount to €33.7 million (31 December 2020, 18 months; 30 June 2019: €17.2 million, 12 months). On the basis of the restated periods (12 months), net interest charges amount to €25.1 million (31 December 2020; 31 December 2019: €18.2 million). The average effective interest rate* including commitment fees is 1.7%, lower than the previous financial year (1.9%). Taking into account other income and charges of a financial nature, and excluding the net impact of the revaluation of hedging instruments to their fair value (non-cash movements accounted for in accordance with IAS 39 are not included in the EPRA Earnings* as explained below), the financial result excl. changes in fair value* represents a net charge of €38.8 million (31 December 2020, 18 months; 30 June 2019: €20.2 million, 12 months). On the basis of the restated periods (12 months), the financial result excl. changes in fair value* amounts to €28.3 million on 31 December 2020 compared to €22 million on 31 December 2019.

Corporate taxes are composed of current taxes, deferred taxes and exit tax. In conformity with the special tax system of RRECs, the taxes due (31 December 2020: €11.5 million, 18 months; 30 June 2019: €4.5 million, 12 months) consist primarily of tax on the result of consolidated subsidiaries, tax on profits generated abroad by Aedifica and Belgian tax on Aedifica's non-deductible expenditures. In the Dutch subsidiary (Aedifica Nederland BV), for the sake of caution it was decided to opt for a common law tax burden in the result, notwithstanding the fact that the subsidiary still has a claim to the application of the fiscally transparent regime of a 'Fiscale Beleggingsinstelling' ('Tax Investment Institution'). Deferred taxes are described below. On the basis of the restated periods (12 months), current taxes amount to €7.7 million on 31 December 2020 compared to €6.9 million on 31 December 2019.

The share in the result of associates and joint ventures includes the result of the participation in Immobe NV, which has been consolidated since 31 March 2019 using the equity method.

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EPRA Earnings* (see Appendix 5.7.1) reached €162.7 million (31 December 2020, 18 months; 30 June 2019: €72.1 million, 12 months), or €6.14 per share, based on the weighted average number of shares outstanding (30 June 2019: €3.74 per share). This result (absolute and per share) is higher than the budgeted amount of €5.92 that was announced in the interim statement of the Board of Directors of the fifth quarter 2019/2020. On the basis of the restated periods (12 months), EPRA Earnings* increase by 33.6%, from €87.0 million on 31 December 2019 to €116.2 million on 31 December 2020.

The income statement also includes elements with no monetary impact (that is to say, non-cash) that vary as a function of external market parameters. These consist amongst others of changes in the fair value of investment properties (accounted for in accordance with IAS 40), changes in the fair value of financial assets and liabilities (accounted for in accordance with IAS 39), other results on portfolio, exit tax and deferred taxes (arising from IAS 40):

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months –
restated period)
31/12/2019
(12 months –
restated period)
30/06/2019
(12 months)
Changes in fair value of marketable
investment properties
41,930 14,816 80,287 76,382
Changes in fair value of development
projects
-16,881 -9,747 -10,086 -13,065
Changes in fair value of investment
properties
25,049 5,069 70,202 63,317
  • Over the entire financial year, changes in the fair value of marketable investment properties9 taken into income amounted to +1.9%, or +€41.9 million (31 December 2020, 18 months; 30 June 2019: +3,4% or +€76.4 million, 12 months). A change in fair value of -€16.9 million was recorded on development projects (30 June 2019: -€13.1 million). The combined change in fair value for marketable investment properties and development projects represents an increase of €25 million for the period (30 June 2019: €63.3 million). On the basis of the restated periods (12 months), changes in the fair value of marketable investment properties amounted to €14.8 million on 31 December 2020 compared to €80.3 million on 31 December 2019. A change in fair value of -€9.8 million was recorded for development projects (31 December 2019: -€10.1 million). The combined change in fair value for marketable investment properties and development projects represents an increase of €5.1 million (31 December 2019: €70.2 million).
  • In order to limit the interest rate risk stemming from the financing of its investments, Aedifica has put in place long-term hedges10 which allow for the conversion of variable-rate debt to fixedrate debt, or to capped-rate debt. On 31 December 2020, 79.1% of the drawings in euros on these variable-rate credit facilities were covered by hedging instruments (swaps and caps). In addition, forward contracts were signed during the financial year to hedge the exchange rate risk of the portfolio in the United Kingdom. Moreover, the financial instruments also reflect put options granted to certain minority shareholders which are the subject of appraisal at fair value. Changes in the fair value of financial assets and liabilities taken into the income statement as of 31 December 2020 represent a charge of €2.2 million (18 months; 30 June 2019: a charge of €7.3 million). On the basis of the restated periods (12 months), changes in the fair value of

10 Long term hedges permit a reduction in the interest rate risk on investment financing that generates revenues over the long term, such as long leases. The weighted average unexpired lease term is 19 years.

9 That change corresponds to the sum of the positive and negative variations of the fair value of the buildings as of 30 June 2019 or the time of entry of new buildings in the portfolio, and the fair value estimated by the valuation experts as of 31 December 2020.

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financial assets and liabilities represent a charge of €5.6 million on 31 December 2020 compared to a charge of €3.7 million on 31 December 2019.

  • Capital gains on disposals (-€0.6 million on 31 December 2020, 18 months; 30 June 2019: €7.3 million) are also taken into account here. On the basis of the restated periods (12 months), capital gains on disposals amount to -€1.8 million on 31 December 2020 compared to €8.7 million on 31 December 2019.
  • Deferred taxes (charge of €14.9 million as of 31 December 2020, 18 months; compared to a charge of €6.2 million on 30 June 2019) arose from the recognition at fair value of buildings located abroad, in conformity with IAS 40. These deferred taxes (with no monetary impact, that is to say, non-cash) are excluded from the EPRA Earnings*. On the basis of the restated periods (12 months), deferred taxes amount to €11 million on 31 December 2020 compared to €8.1 million on 31 December 2019.

Taking into account the non-monetary elements described above, the profit (owners of the parent) amounts to €173.1 million (31 December 2020, 18 months; 30 June 2019: €123.5 million). On the basis of the restated periods (12 months), the profit (owners of the parent) decreases from €153.9 million on 31 December 2019 to €103.9 million on 31 December 2020. The basic earnings per share (as defined by IAS 33) is €6.53 (30 June 2019: €6.41).

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5.4. Consolidated balance sheet

Consolidated balance sheet 31/12/2020 30/06/2019
(x €1,000)
Investment properties including assets classified as held for sale* 3,814,667 2,320,949
Other assets included in debt-to-assets ratio 252,274 65,061
Other assets 234 117
Total assets 4,067,175 2,386,127
Equity
Equity excl. changes in fair value of hedging instruments* 2,222,523 1,480,082
Effect of the changes in fair value of hedging instruments -52,212 -50,533
Non-controlling interests 2,625 103
Equity 2,172,936 1,429,652
Liabilities included in debt-to-assets ratio 1,757,683 888,158
Other liabilities 136,556 68,317
Total equity and liabilities 4,067,175 2,386,127
Debt-to-assets ratio (%) 43.2% 37.2%

As of 31 December 2020, investment properties including assets classified as held for sale* represent 94% (30 June 2019: 97%) of the assets recognised on Aedifica's balance sheet, valued in accordance with IAS 4011 at €3,815 million (30 June 2019: €2,321 million). This heading includes:

  • Marketable investment properties including assets classified as held for sale* (31 December 2020: € 3,622 million; 30 June 2019: €2,270 million), increase in the amount of €1,352 million. The net growth in the fair value of marketable investment properties* is attributed primarily to €1,114 million from investment operations, to -€24 million from divestment operations, to €221 million from the completion of development projects, to -€1 million from exchange rate differences and to €42 million from the change in the fair value of marketable investment properties.
  • Development projects (31 December 2020: €141 million; 30 June 2019: €51 million), consist primarily of investment properties under construction or renovation (new developments or renovations in progress). They are part of a multi-annual investment budget (see Appendix 4 below).
  • The right of use related to plots of land held in 'leasehold' by Hoivatilat in accordance with IFRS 16 (31 December 2020: €52 million).

The item 'Other assets included in debt-to-assets ratio' includes, amongst other things, goodwill amounting to €162 million arising from the acquisition of Hoivatilat, which is the positive difference between the price paid for the shares of Hoivatilat Oyj and the accounting value of the acquired net assets, and holdings in associated companies and joint ventures. This includes the remaining stake of 25% in Immobe NV, which amounts to €37 million as of 31 December 2020 (30 June 2019: €33.9 million). The joint venture with Korian announced on 10 December 2020 meets the criteria of 'joint operations' as defined by IFRS 11 and is proportionally consolidated.

11 The investment properties are represented at their fair value as determined by the valuation experts (Cushman & Wakefield Belgium NV/SA, Deloitte Consulting & Advisory CVBA/SCRL, CBRE GmbH, Jones Lang LaSalle SE, Cushman & Wakefield VOF, Savills Consultancy BV, Cushman & Wakefield Debenham Tie Leung Ltd, Jones Lang LaSalle Finland Oy and JLL Valuation AB).

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Since Aedifica's incorporation, its capital has increased as a result of various real estate activities (contributions, mergers, etc.) and the capital increases in cash. As of 31 December 202012, the Company's capital amounts to €873 million (30 June 2019: €649 million). Equity (also called net assets), which represents Aedifica's intrinsic net value and takes into account the fair value of its investment portfolio, amounts to:

  • - €2,223 million13 excluding the effect of the changes in fair value of hedging instruments* (30 June 2019: €1,480 million, including the €54 million dividend distributed in October 2019);
  • or €2,170 million13 taking into account the effect of the changes in fair value of hedging instruments (30 June 2019: €1,430 million, including the €54 million dividend distributed in October 2019).

As of 31 December 2020, liabilities included in the debt-to-assets ratio (as defined in the Royal Decree of 13 July 2014 on RRECs) reached €1,758 million (30 June 2019: €888 million). Of this amount, €1,667 million (30 June 2019: €857 million) is effectively drawn on the Company's credit lines. Aedifica's consolidated debt-to-assets ratio amounts to 43.2% (30 June 2019: 37.2%). As the maximum debt-toassets ratio permitted for Belgian RRECs is set at 65% of total assets, Aedifica currently has an additional consolidated debt capacity of €885.8 million in constant assets (that is, excluding growth in the real estate portfolio) and €2,530.9 million in variable assets (that is, taking into account growth in the real estate portfolio). Conversely, if all other parameters remain the same, the current balance sheet structure can absorb a decrease of up to 35.7% in the fair value of its invesment properties before reaching the maximum debt-to-assets ratio. Given Aedifica's existing bank commitments, which further limit the maximum debt-to-assets ratio to 60%, the available headroom amounts to €682.5 million in constant assets, €1,706.2 million in variable assets, and -29.8% in the fair value of investment properties.

Other liabilities of €137 million (30 June 2019: €68 million) represent primarily the fair value of hedging instruments (31 December 2020: €51 million; 30 June 2019: €48 million) and the deferred taxes (30 June 2020: €75 million; 30 June 2019: €12 million) which increased sharply due to the integration of the Finnish portfolio.

13 The interim dividend of €75 million distributed in October 2020 has already been deducted.

12 IFRS requires that the costs incurred to raise capital are recognised as a decrease in the capital reserves.

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5.5. Net asset value per share

The table below presents the evolution of the net asset value per share.

Excluding the non-monetary effects (that is to say, non-cash) of the changes in fair value of hedging instruments14 and after accounting for the distribution of the 2018/2019 dividend in October 201915 and the 2019/2020 interim dividend in October 2020, the net asset value per share based on the fair value of investment properties amounts to €67.17 as of 31 December 2020 (30 June 2019: €57.96 per share).

Net asset value per share (in €) 31/12/2020 30/06/2019
Net asset value after deduction of dividend 2018/2019, excl. changes in fair value of hedging
instruments*
67.17 57.96
Effect of the changes in fair value of hedging instruments -1.58 -2.05
Net asset value after deduction of dividend 2018/2019 65.59 55.90
Number of share outstanding (excl. treasury shares) 33,086,572 24,601,158
Number of shares 31/12/2020 31/12/2020 31/12/2019 30/06/2019
(18 months) (12 months – (12 months – (12 months)
restated period) restated period)
Number of shares outstanding° 33,086,572 33,086,572 24,601,158 24,601,158
Total number of shares 33,086,572 33,086,572 24,601,158 24,601,158
Total number of shares on the stock market°°° 33,086,572 33,086,572 24,601,158 24,601,158
Weighted average number of shares outstanding
26,512,206 27,472,976 22,473,243 19,274,471
(IAS 33)

° After deduction of the treasury shares.

°° Based on the rights to the dividend for the shares issued during the year.

°°° 2,460,115 new shares were listed on the stock market on 28 April 2020 and 413,816 new shares on 9 July 2020 (these new shares are entitled to a dividend as from 28 April 2020). 5,499,373 new shares were listed on the stock market on 27 October 2020 and 90,330 new shares on 17 December 2020 (these new shares are entitled to a dividend as from 27 October 2020).

15 Recall that IFRS requires the presentation of the annual accounts before appropriation. The net asset value of €60.16 per share as of 30 June 2019 (as published in the 2018/2019 Annual Financial Report) thus included the dividend distributed in October 2019, and should now be adjusted by €2.20 per share in order to compare with the value as of 31 December 2020. This amount corresponds to the amount of the total dividend (approx. €54 million) divided by the total number of shares outstanding as of 30 June 2019 (24,601,158).

14 The effect of the changes in fair value of hedging instruments of -€1.58 per share as of 31 December 2020 is the impact in equity of the fair value of hedging instruments, which is negative for €52.2 million, mainly booked in the liabilities on the balance sheet.

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5.6. Key performance indicators according to the EPRA principles

31/12/2020
(18 months)
30/06/2019
(12 months)
EPRA Earnings* (in €/share) 6.14 3.74
EPRA NRV* (in €/share) 75.43 62.56
EPRA NTA* (in €/share) 64.34 58.42
EPRA NDV* (in €/share) 60.13 55.61
EPRA NAV* (in €/share) 70.65 58.44
EPRA NNNAV* (in €/share) 65.01 55.61
EPRA Net Initial Yield (NIY) (in %) 5.2% 5.5%
EPRA Topped-up NIY (in %) 5.3% 5.5%
EPRA Vacancy Rate (in %) 0.2% 0.0%
EPRA Cost Ratio (including direct vacancy costs)* (in %) 18.5% 18.0%
EPRA Cost Ratio (excluding direct vacancy costs)* (in %) 18.5% 17.9%

6. Outlook and dividend

The Board of Directors continues to pay close attention to the COVID-19 pandemic and the shifting economic, financial and political context, as well as the associated impact on the Group's activities.

In the current economic climate, Aedifica's key strengths include the following:

  • Aedifica's strategic focus on healthcare real estate, of which the fundamental characteristics (ageing, market consolidation and public financing) remain intact, and its development in Europe allow the Group to adapt to market opportunities and the evolution of economic conditions. The geographical spread of the portfolio over seven countries (Belgium, Germany, the Netherlands, the United Kingdom, Finland, Sweden and Ireland) leads to a better risk diversification.
  • Thanks to its investments in healthcare real estate, Aedifica benefits from indexed long-term rental incomes, which generate attractive net yields. The weighted average unexpired lease term of its total portfolio of 19 years provides Aedifica with a very good view of the majority of its future income streams over the long term.
  • The low debt-to-assets ratio and confirmed credit lines ensure the financing of the real estate portfolio (including ongoing development projects) and the further growth of the portfolio. Drawings on these credit facilities are largely covered by hedging instruments. In addition, Aedifica has repeatedly demonstrated in the past that it has excellent access to the capital markets in order to support its growth.
  • The combined pipeline of Aedifica and Hoivatilat amounts to approx. €756 million, assuring the Group's future growth and the quality of the buildings that will be added to the portfolio.

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For the entire extended 2019/2020 financial year, the Board of Directors proposes a gross dividend of €4.60. The (final) dividend for the extended financial year will be paid in May 2021 after the annual accounts have been approved by the Annual General Meeting of 11 May 2021. In anticipation of the final dividend, Aedifica's Board of Directors decided to pay out an interim dividend to the shareholders for the period from 1 July 2019 up to and including 30 June 2020, which was paid out on 7 October 2020. The gross interim dividend amounted to €3.00 per share (an increase of 7% compared to the dividend for the 2018/2019 financial year). A gross dividend of €1.60 per share is proposed for the period from 1 July 2020 up to and including 31 December 2020 (allocated over coupon no. 26 (€1.03 gross) and coupon no. 27 (€0.57 gross)).

On the basis of the projected real estate portfolio, and without unforeseen developments, the Board of Directors estimates the rental income for the 2021 financial year to reach €220 million. This results in €137 million in EPRA Earnings*. Taking into account the higher number of shares resulting from the 2019/2020 capital increases (see section 4.2), the Board of Directors anticipates EPRA Earnings* per share of €4.16 per share and a gross dividend of €3.30 per share, payable in May 2022. This outlook is based on an assumption of €225 million of additional cashflow yielding investments outside the development pipeline, and the current knowledge and assessment of the Covid-19 pandemic, albeit subject to the further duration and evolution of the pandemic and the effectiveness of the corresponding government measures and vaccination strategy.

7. Corporate governance

7.1. Changes within the management

On 31 October 2020, Ms. Laurence Gacoin has ended her mandates as COO and Director of Aedifica16 . Ms. Gacoin has left the Group to pursue a new professional opportunity in another sector. The Board of Directors thanks Ms. Gacoin for her contribution to the international growth trajectory that the Aedifica group has achieved in recent years.

The Board of Directors has appointed Mr. Raoul Thomassen as the new Chief Operating Officer17 . He has also been appointed as 'Executive Manager' of the RREC and is a member of the Executive Committee. Mr. Thomassen has over 15 years of experience in property and asset management in a European context. His expertise and experience are a considerable added value for the continued development and international growth of the Group. The Board of Directors wishes him success in his assignment. Mr. Thomassen will strengthen the Aedifica team as from 1 March 2021.

As from 1 March 2021, Aedifica's Executive Committee will therefore be composed of the following members:

Name Function
Stefaan Gielens Chief Executive Officer (CEO)
Ingrid Daerden Chief Financial Officer (CFO)
Raoul Thomassen Chief Operating Officer (COO)
Charles-Antoine van Aelst Chief Investment Officer (CIO)
Sven Bogaerts Chief Mergers & Acquisitions Officer (CM&AO)

16 See press release of 27 August 2020.

17 See press release of 6 January 2021.

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7.2. Outgoing Directors

On 26 October 2020, the mandates of Ms. Adeline Simont and Mr. Eric Hohl expired. The Board of Directors wants to express its warmest thanks to both outgoing Directors for their commitment and their contribution to Aedifica's success.

7.3. Renewal of terms of office

The mandates of Mr. Serge Wibaut, Mr. Stefaan Gielens, Ms. Katrien Kesteloot and Ms. Elisabeth May-Roberti as Directors will expire at the end of the upcoming Annual General Meeting of 11 May 2021. At that Annual General Meeting, a renewal of their mandates will be proposed.

In case of election by the General Meeting and after approval by the market authority (FSMA), Mr. Wibaut, Ms. Kesteloot and Ms. May-Roberti (as independent non-executive Director) and Mr. Gielens (as executive Director) will serve on the Board of Directors until the end of the Annual General Meeting of 2024.

8. Financial calendar

Financial calendar
2019/2020 Annual Financial Report March 2021
Annual General Meeting 2021 11/05/2021
Interim statement 31.03.2021 12/05/2021
Payment final dividend relating to the 2019/2020 financial year18 As from 18/05/2021
Sustainability report 2020 31/05/2021
Half year results 30.06.2021 11/08/2021
Interim statement 30.09.2021 10/11/2021
Annual press release 31.12.2021 February 2022
2021 Annual Financial Report March 2022
Annual General Meeting 2022 10/05/2022
Payment final dividend relating to the 2021 financial year As from 17/05/2022

9. Auditor's report

The statutory auditor, EY Bedrijfsrevisoren BV, represented by Mr. Joeri Klaykens, confirms that their control activities on the consolidated financial statements, prepared in accordance with International Financial Reporting Standards as adopted for use in the European Union, have been largely completed and that these did not result in any significant corrections that should be made to the accounting figures, resulting from the consolidated financial statements and included in this press release.

18 The final dividend will be distributed over coupons no. 26 (pro rata temporis dividend for the period from 1 July 2020 up to and including 26 October 2020; detached on 15 October 2020) and no. 27 (pro rata temporis dividend for the period from 27 October 2020 up to and including 31 December 2020; coupon no. 27 will be detached on 14 May 2021).

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About Aedifica

Aedifica is a Regulated Real Estate Company under Belgian law specialised in European healthcare real estate, particularly in senior housing. Aedifica has developed a portfolio of 500 sites in Belgium, Germany, the Netherlands, the United Kingdom, Finland, Sweden and Ireland, worth more than €3.8 billion.

Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019) and is identified by the following ticker symbols: AED; AED:BB (Bloomberg); AOO.BR (Reuters).

Since March 2020, Aedifica is part of the BEL 20, the leading share index of Euronext Brussels. Aedifica's market capitalisation was approx. €3.4 billion as of 23 February 2021.

Aedifica is included in the EPRA, Stoxx Europe 600 and GPR indices.

Forward-looking statement

This document contains forward-looking information that involves risks and uncertainties, including statements about Aedifica's plans, objectives, expectations and intentions. Readers are cautioned that forward-looking statements include known and unknown risks and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Aedifica. Should one or more of these risks, uncertainties or contingencies materialise, or should any underlying assumptions prove incorrect, actual results could vary materially from those anticipated, expected, estimated or projected. As a result, Aedifica does not assume any responsibility for the accuracy of these forward-looking statements.

For all additional information

Ingrid Daerden Chief Financial Officer

T +32 494 573 115 [email protected] Delphine Noirhomme Investor Relations Manager

T +32 2 210 44 98 [email protected]

Discover Aedifica's Sustainability Report

www.aedifica.eu

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Appendices

1. Consolidated income statement19

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months –
restated period)
31/12/2019
(12 months –
restated period)
30/06/2019
(12 months)
I. Rental income 259,505 187,535 139,585 118,413
II. Writeback of lease payments sold and discounted 0 0 0 0
III. Rental-related charges -3,344 -2,752 -641 -41
Net rental income 256,161 184,783 138,944 118,372
IV. Recovery of property charges 0 0 9 59
V. Recovery of rental charges and taxes normally paid by
tenants on let properties
3,810 3,499 2,315 2,751
VI. Costs payable by the tenant and borne by the landlord on
rental damage and repair at end of lease
0 0 0 0
VII. Rental charges and taxes normally paid by tenants on let
properties
-3,810 -3,499 -2,315 -2,751
VIII. Other rental-related income and charges 53 -10 -159 -820
Property result 256,214 184,773 138,794 117,611
IX. Technical costs -680 -544 -491 -1,077
X. Commercial costs -358 -329 -128 -317
XI. Charges and taxes on unlet properties 0 0 23 -58
XII. Property management costs -6,246 -4,396 -3,767 -2,763
XIII. Other property charges -1,227 -876 -1,624 -1,470
Property charges -8,511 -6,145 -5,987 -5,685
Property operating result 247,703 178,628 132,807 111,926
XIV. Overheads -36,096 -27,096 -17,609 -14,692
XV. Other operating income and charges 15 22 -123 -92
Operating result before result on portfolio 211,622 151,554 115,075 97,142
XVI. Gains and losses on disposals of investment properties -559 -1,827 8,659 7,321
XVII. Gains and losses on disposals of other non-financial assets 0 0 0 0
XVIII. Changes in fair value of investment properties 25,049 5,070 70,201 63,317
XIX. Other result on portfolio 0 0 132 0
Operating result 236,112 154,797 194,067 167,780
XX. Financial income 478 488 -247 154
XXI. Net interest charges -33,688 -25,135 -18,204 -17,193
XXII. Other financial charges -5,545 -3,676 -3,515 -3,129
XXIII. Changes in fair value of financial assets and liabilities -2,169 -5,587 -3,699 -7,304
Net finance costs -40,924 -33,910 -25,665 -27,472
XXIV. Share in the profit or loss of associates and joint ventures
accounted for using the equity method
4,575 1,978 3,731 1,134
Profit before tax (loss) 199,763 122,865 172,133 141,442
XXV. Corporate tax -26,401 -18,856 -14,998 -10,136
XXVI. Exit tax 60 112 -89 -578
Tax expense -26,341 -18,744 -15,087 -10,714
Profit (loss) 173,422 104,121 157,046 130,728
Attributable to: 0 0 0 0
Non-controlling interests 354 227 3,143 7,231
Owners of the parent 173,068 103,894 153,903 123,497
Basic earnings per share (€) 6.53 3.78 6.85 6.41
Diluted earnings per share (€) 6.52 3.78 6.85 6.41

19 The income statement covers the 18-month period from 1 July 2019 to 31 December 2020. Acquisitions are accounted for on the date of the effective transfer of control. In order to allow comparison with the previous period, the figures were derived on a 12-month basis (with the exception of the denominators (IAS 33) which were recalculated for each period). Therefore, these operations present different impacts on the income statement, depending on whether they took place at the beginning, during, or at the end of the period.

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2. Consolidated statement of comprehensive income

(x €1,000) 31/12/2020
(18 months)
30/06/2019
(12 months)
I. Profit (loss) 173,422 130,728
II. Other comprehensive income recyclable under the income statement
A. Impact on fair value of estimated transaction costs resulting from hypothetical disposal of
investment properties
0 0
B. Changes in the effective part of the fair value of authorised cash flow hedge instruments as
defined under IFRS
-3,419 -9,620
D. Currency translation differences linked to conversion of foreign activities -6,092 -4,093
H. Other comprehensive income, net of taxes 5,149 -3,466
Comprehensive income 169,061 113,549
Attributable to:
Non-controlling interests 354 7,231
Owners of the parent 168,707 106,318

3. Consolidated balance sheet

ASSETS 30/06/2019
(x €1,000)
I. Non-current assets
A. Goodwill 161,726 0
B. Intangible assets 1,790 407
C. Investment properties 3,808,539 2,315,709
D. Other tangible assets 2,813 1,326
E. Non-current financial assets 1,162 307
F. Finance lease receivables 0 0
G. Trade receivables and other non-current assets 0 0
H. Deferred tax assets 2,902 0
I. Equity-accounted investments 36,998 33,931
Total non-current assets 4,015,930 2,351,680
II. Current assets
A. Assets classified as held for sale 6,128 5,240
B. Current financial assets 0 0
C. Finance lease receivables 0 0
D. Trade receivables 12,698 11,216
E. Tax receivables and other current assets 5,177 1,257
F. Cash and cash equivalents 23,546 15,405
G. Deferred charges and accrued income 3,696 1,329
Total current assets 51,245 34,447
TOTAL ASSETS 4,067,175 2,386,127

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(x €1,000)
EQUITY
I.
Issued capital and reserves attributable to owners of the parent
A.
Capital
836,401
B.
Share premium account
1,054,109
C.
Reserves
106,733
a. Legal reserve
0
b. Reserve for the balance of changes in fair value of investment properties
288,647
c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment
-85,908
properties
d. Reserve for the balance of changes in fair value of authorised hedging instruments
-23,233
qualifying for hedge accounting as defined under IFRS
e. Reserve for the balance of changes in fair value of authorised hedging instruments not
-25,901
qualifying for hedge accounting as defined under IFRS
f. Reserve of exchange differences relating to foreign curency monetary items
0
g. Foreign currency translation reserves
-14,757
h. Reserve for treasury shares
0
k. Reserve for deferred taxes on investment properties located abroad
-9,463
m. Other reserves
-1,806
n. Result brought forward from previous years
-25,241
o. Reserve- share NI & OCI of equity method invest
4,395
D.
Profit (loss) of the year
173,068
Equity attributable to owners of the parent
2,170,311
II.
Non-controlling interests
2,625
TOTAL EQUITY
2,172,936
LIABILITIES
I.
Non-current liabilities
A.
Provisions
0
B.
Non-current financial debts
1,062,297
a. Borrowings
985,412
c. Other
76,885
C.
Other non-current financial liabilities
108,060
a. Authorised hedges
51,220
b. Other
56,840
D.
Trade debts and other non-current debts
0
E.
Other non-current liabilities
0
F.
Deferred tax liabilities
74,609
Non-current liabilities
1,244,966
II.
Current liabilities
A.
Provisions
0
B.
Current financial debts
604,402
a. Borrowings
313,902
c. Other
290,500
C.
Other current financial liabilities
2,077
D.
Trade debts and other current debts
32,067
a. Exit tax
2,295
b. Other
29,772
E.
Other current liabilities
0
F.
Accrued charges and deferred income
10,727
Total current liabilities
649,273
307,660
TOTAL LIABILITIES
1,894,239
EQUITY AND LIABILITIES 31/12/2020 30/06/2019
624,713
565,068
116,271
0
171,274
-40,977
-24,960
-18,991
-4,573
-4,093
0
-3,824
796
41,619
0
123,497
1,429,549
103
1,429,652
0
584,193
569,226
14,967
52,774
48,170
4,604
0
0
11,848
648,815
0
272,317
172,317
100,000
0
27,044
3,106
23,938
0
8,299
956,475
TOTAL EQUITY AND LIABILITIES
4,067,175
2,386,127

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4. Projects and renovations in progress as of 31 December 2020

Projects and renovations
(in € million) 1
Current
budget
Invest. as of
31/12/2020
Future
invest.
Projects in progress 473 126 346
Completion 2021 290 118 171
BE 13 8 4
De Duinpieper Dorian groep 3 2 0
Kasteelhof Senior Living Group 3 3 0
Sorgvliet Senior Living Group 5 3 3
Résidence Aux Deux Parcs Armonea 2 0 1
DE 120 50 69
Am Stadtpark Vitanas 5 0 5
Am Tierpark Vitanas 1 0 0
Bavaria Senioren- und Pflegeheim Auriscare 1 0 1
Seniorenheim Haus Wellengrund 2 Argentum 8 3 4
Seniorenquartier Bremen 3 EMVIA 15 8 7
Seniorenquartier Weyhe 3 EMVIA 15 4 11
Am Parnassturm Vitanas 3 0 3
Seniorenquartier Heiligenhafen 3 EMVIA 13 8 5
Seniorenquartier Espelkamp 3 EMVIA 15 10 5
Seniorenquartier Wolfsburg 3 EMVIA 28 13 15
Seniorenquartier Cuxhaven 3 EMVIA 16 3 13
NL 42 15 27
Natatorium Stepping Stones Home & Care 3 0 3
Nieuw Heerenhage 2 Stichting Rendant 20 8 12
Residentie Boldershof Senior Living 1 0 1
Villa Nuova 2 Stepping Stones Home & Care 5 3 1
Vinea Domini 2 Senior Living 3 1 2
Martha Flora Dordrecht Martha Flora 5 1 4
Martha Flora Hulsberg Martha Flora 5 0 5
UK 2 1 1
Burlington projects Burlington 2 1 1
FI 108 42 66
Finland – pipeline 'children day-care centres' Multiple tenants 18 6 12
Finland – pipeline 'elderly care homes' Multiple tenants 44 15 28
Finland – pipeline 'other' Multiple tenants 47 21 26
SE 5 2 4
Sweden – pipeline 'other' Multiple tenants 5 2 4
Completion 2022 151 6 145
BE 6 1 5
Residentie 't Spelthof Vulpia 6 1 5
DE 98 5 94
Am Schäfersee Vitanas 10 0 9
Quartier am Rathausmarkt Residenz Management 16 1 15
Rosengarten
Seniorenquartier Langwedel 3
Vitanas
EMVIA
8
16
1
1
7
15
Seniorenquartier Sehnde 3 EMVIA 12 0 12
Wohnstift am Weinberg
Seniorenquartier Gera 3
Cosiq 10 2 8
Seniorenquartier Schwerin 3f Specht Gruppe
EMVIA
16
11
0
0
16
11
NL 33 0 33
Hilversum SVE Hilverzorg 9 0 9
HGH Lelystad 5
LLT Almere Buiten Senior Living
Lang Leve Thuis
4
7
0
0
4
7
Martha Flora Goes Martha Flora 5 0 5
Valuas Zwolle Valuas 5 0 5
Het Gouden Hart Woudenberg 5 Senior Living 4 0 4

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Projects and renovations
(in € million) 1
Operator Current
budget
Invest. as of
31/12/2020
Future
invest.
UK 7 0 7
Burlington projects Burlington 1 0 1
Blenheim MMCG Maria Mallaband Care Group 6 0 6
FI 7 0 7
Finland – pipeline 'elderly care homes' Multiple tenants 3 0 3
Finland – pipeline 'other' Multiple tenants 4 0 4
Completion 2023 32 2 29
DE 22 2 21
Am Marktplatz Vitanas 2 0 2
Seniorenquartier Gummersbach 3 Specht Gruppe 20 2 19
NL 9 1 8
Residentie Sibelius Ontzorgd Wonen Groep 9 1 8
Projects/forward purchases subject to outstanding conditions 274 0 274
Completion 2021 39 0 39
DE 9 0 9
SARA Seniorenresidenz Haus III SARA 9 0 9
UK 30 0 30
Hailsham Hamberley Care 16 0 16
Priesty Fields Handsale 14 0 14
Completion 2022 94 0 94
DE 76 0 76
Specht Gruppe pipeline 2 (2022) 4 Specht Gruppe 76 0 76
NL 3 0 3
Het Gouden Hart Soest 5 Senior Living 3 0 3
UK 14 0 14
MMCG Chard Maria Mallaband Care Group 14 0 14
Completion 2023 12 0 12
UK 12 0 12
Guysfield Caring Homes 12 0 12
Completion 2024 130 0 130
DE 130 0 130
Specht Gruppe pipeline 2 (2024) 4 Specht Gruppe 130 0 130
Acquisitions subject to outstanding conditions 7 0 7
Completion 2021 7 0 7
DE 7 0 7
Seniorenhaus Lessingstrasse Seniorenhaus Lessingstrasse 7 0 7
Land reserve 2 2 0
BE 2 2 0
Plot of land Bois de la Pierre - 2 2 0
TOTAL PIPELINE 756 128 627
Changes in fair value - 7 -
Roundings - -1 -
On balance sheet 135

1 Amounts in £ and SEK were converted into € based on the exchange rate of 31 December 2020 (1.1123 £/€ and 10.0343 SEK/€).

2 Although still under construction, the sites already generate limited rental incomes, in particular for the plots of land that have already been acquired. Their values are therefore no longer mentioned in the table above. This explains why the estimated investment values differ from those mentioned earlier. 3 Part of the first framework agreement with Specht Gruppe.

4 Part of the second framework agreement with Specht Gruppe.

5 These projects are developed within the joint venture with the Korian group. Aedifica and Korian will each finance 50% of the total budget. This table only considers the part of the budget that will be financed by Aedifica.

€12 million need to be added to the total investment budget given the announcement of three development projects in Finland and the Netherlands after 31 December 2020 (see section 2.2 above). Of the total investment budget, €36 million has already been realised after 31 December 2020 (see section 2.2 above).

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5. Calculation details of the Alternative Performance Measures (APMs)

For many years, Aedifica has used Alternative Performance Measures in accordance with ESMA (European Securities and Market Authority) guidelines published on 5 October 2015 in its financial communication. Some of these APMs are recommended by the European Public Real Estate Association (EPRA) and others have been defined by the industry or by Aedifica in order to provide readers with a better understanding of the Company's results and performance. The APMs used in this annual press release are identified with an asterisk (*). The performance measures which are defined by IFRS standards or by Law are not considered as APMs, nor are those which are not based on the consolidated income statement or the balance sheet.

5.1. Investment properties

(x €1,000) 31/12/2020 30/06/2019
Marketable investment properties 3,615,394 2,264,504
+ Right of use of plots of land 51,825 -
+ Development projects 141,320 51,205
Investment properties 3,808,539 2,315,709
+ Assets classified as held for sale 6,128 5,240
Investment properties including assets classified as held for sale, or
real estate portfolio
3,814,667 2,320,949
- Development projects -141,320 -51,205
Marketable investment properties including assets classified as held for sale*, or investment
properties portfolio
3,673,347 2,269,744

5.2. Rental income on a like-for-like basis*

Aedifica uses the net rental income on a like-for-like basis* to reflect the performance of investment properties excluding the effect of scope changes. Due to the extension of the financial year by six months up to and including 31 December 2020 and in order to allow comparison with the previous period, the rental income on a like-for-like basis* was calculated on a period of twelve months.

(x 1,000 €) 01/01/2020 -
31/12/2020
01/01/2019 -
31/12/2019
Rental income 187,535 139,585
- Scope changes -69,508 -22,716
= Rental income on a like-for-like basis* 118,027 116,868

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5.3. Operating charges*, operating margin* and EBIT margin*

(x €1,000) Belgium Germany Netherlands United
Kingdom
Finland Sweden Non
allocated
Inter
segment
items
TOTAL
SEGMENT RESULT
Rental income (a) 86,682 49,174 35,537 60,811 27,029 272 0 0 259,505
Net rental income (b) 86,667 49,168 35,144 58,280 26,630 272 0 0 256,161
Property result (c) 86,655 48,802 35,274 58,133 27,081 269 0 0 256,214
Property operating result
(d)
86,614 46,750 34,130 53,964 26,168 77 0 0 247,703
OPERATING RESULT
BEFORE RESULT ON
PORTFOLIO (e)
86,614 46,750 34,130 53,964 26,168 77 -36,081 0 211,622
Operating margin* (d)/(b) 97%
EBIT margin* (e)/(b) 83%
Operating charges* (e)-(b) 44,539

31/12/2020 (18 months)

31/12/2020 (12 months – restated period)

(x €1,000) Belgium Germany Netherlands United
Kingdom
Finland Sweden Non
allocated
Inter
segment
items
TOTAL
SEGMENT RESULT
Rental income (a) 58,228 35,625 24,627 41,754 27,029 272 0 0 187,535
Net rental income (b) 58,251 35,623 24,234 39,773 26,630 272 0 0 184,783
Property result (c) 58,236 35,265 24,295 39,627 27,081 269 0 0 184,773
Property operating result
(d)
58,181 33,839 23,584 36,779 26,168 77 0 0 178,628
OPERATING RESULT
BEFORE RESULT ON
PORTFOLIO (e)
58,181 33,838 23,585 36,779 26,168 77 -27,074 0 151,554
Operating margin* (d)/(b) 97%
EBIT margin* (e)/(b) 82%
Operating charges* (e)-(b) 33,229

31/12/2020 (18 months)

(x €1,000) Healthcare
real estate
Apartments
buildings
Hotels Non
allocated
Inter
segment
items
TOTAL
SEGMENT RESULT
Rental income (a) 259,505 0 0 0 0 259,505
Net rental income (b) 256,161 0 0 0 0 256,161
Property result (c) 256,214 0 0 0 0 256,214
Property operating result (d) 247,703 0 0 0 0 247,703
OPERATING RESULT BEFORE RESULT ON
PORTFOLIO (e)
247,703 0 0 -36,081 0 211,622
Operating margin* (d)/(b) 97%
EBIT margin* (e)/(b) 83%

Operating charges* (e)-(b) 44,539

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30/06/2019 (12 months)

(x €1,000) Healthcare
real estate
Apartment
buildings
Hotels Non
allocated
Inter
segment
items
TOTAL
SEGMENT RESULT
Rental income (a) 106,545 7,822 4,058 0 -12 118,413
Net rental income (b) 106,520 7,836 4,028 0 -12 118,372
Property result (c) 106,365 7,213 4,045 0 -12 117,611
Property operating result (d) 103,276 4,642 4,020 0 -12 111,926
OPERATING RESULT BEFORE RESULT ON
PORTFOLIO (e)
103,049 4,693 4,010 -14,610 0 97,142
Operating margin* (d)/(b) 95%
EBIT margin* (e)/(b) 82%
Operating charges* (e)-(b) 21,230

5.4. Financial result excl. changes in fair value of financial instruments*

(x €1,000) 31/12/2020
(18 months)
31/12/2020
(12 months –
restated period)
31/12/2019
(12 months –
restated period)
30/06/2019
(12 months)
XX. Financial income 478 488 -247 154
XXI. Net interest charges -33,688 -25,135 -18,204 -17,193
XXII. Other financial charges -5,545 -3,676 -3,515 -3,129
Financial result excl. changes in fair value of
financial instruments*
-38,755 -28,323 -21,966 -20,168

5.5. Interest rate

(x €1,000) 31/12/2020 30/06/2019
XXI. Net interest charges -33,688 -17,193
Capitalised interests 2,491 1,083
Interest cost related to leasing debts booked in accordance with IFRS 16 -824 0
Annualised net interest charges (a) -22,050 -16,957
Net interest charges before annualised capitalised interests and IFRS 16 (b) -23,141 -18,026
Weighted average financial debts (c) 1,457,466 981,467
Average effective interest rate* (a)/(c) 1.5% 1.7%
Average effective interest rate before capitalised interests and IFRS 16* (b)/(c) 1.6% 1.8%

On 31 December 2020, the average effective interest rate* (a)/(c) including commitment fees would be 1.7% (30 June 2019: 1.9%).

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5.6. Equity20

Aedifica uses equity excl. changes in fair value of hedging instruments* to reflect equity before non-cash effects of the revaluation of hedging instruments; however, this performance measure is not defined under IFRS. It represents the line 'equity attributable to owners of the parent' without cumulated noncash effects of the revaluation of hedging instruments.

(x €1,000) 31/12/2020 30/06/2019
Equity attributable to owners of the parent 2,170,311 1,429,549
- Effect of the distribution of the dividend 2018/2019 0 -54,223
Sub-total excl. effect of the distribution of the dividend 2018/2019 2,170,311 1,375,326
- Effect of the changes in fair value of hedging instruments 52,212 50,533
Equity excl. changes in fair value of hedging instruments* 2,222,523 1,425,859

5.7. Key performance indicators according to the EPRA principles

Aedifica supports reporting standardisation, which has been designed to improve the quality and comparability of information. The Company supplies its investors with most of the information recommended by EPRA. The following indicators are considered as APMs:

5.7.1. EPRA Earnings*

EPRA Earnings* 31/12/2020
(18 months)
31/12/2020
(12 months –
restated period)
31/12/2019
(12 months –
restated period)
30/06/2019
(12 months)
(x €1,000)
Earnings (owners of the parent) per IFRS income statement 173,068 103,894 153,903 123,497
Adjustments to calculate EPRA Earnings*, exclude:
(i) Changes in value of investment properties, development
properties held for investment and other interests
-31,476 -11,496 -70,202 -63,317
(ii) Profits or losses on disposal of investment properties,
development properties held for investment and other interests
559 1,827 -8,659 -7,321
(iii) Profits or losses on sales of trading properties including
impairment charges in respect of trading properties
0 0 0 0
(iv) Tax on profits or losses on disposals 0 0 0 0
(v) Negative goodwill / goodwill impairment 0 0 -132 0
(vi) Changes in fair value of financial instruments and associated
close-out costs
2,169 5,587 3,699 7,304
(vii) Acquisition costs on share deals and non-controlling joint
venture interests (IFRS 3)
6,427 6,427 0 0
(viii) Deferred taxes in respect of EPRA adjustments 14,811 11,041 8,141 6,216
(ix) Adjustments (i) to (viii) above in respect of joint ventures -3,007 -1,180 -2,680 -853
(x) Non-controlling interests in respect of the above 167 68 2,884 6,618
Roundings 0 0 2 1
EPRA Earnings* (owners of the parent) 162,718 116,168 86,956 72,145
Number of shares (Denominator IAS 33) 26,512,206 27,472,976 22,473,243 19,274,471
EPRA Earnings per Share (EPRA EPS - in €/share) 6.14 4.23 3.87 3.74
EPRA Earnings diluted per Share (EPRA diluted EPS -
in €/share)
6.13 4.22 3.87 3.74

20 The interim dividend of €75 million distributed in October 2020 has already been deducted.

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5.7.2. EPRA Net Aasset Value indicators

Situation as per 31 December 2020 EPRA NRV* EPRA NTA* EPRA NDV* EPRA NAV* EPRA
NNNAV*
(x €1,000)
NAV per the financial statements (owners of the parent) 2,170,311 2,170,311 2,170,311 2,170,311 2,170,311
NAV per the financial statements (in €/share) (owners of the
parent)
65.59 65.59 65.59 65.59 65.59
(i) Effect of exercise of options, convertibles and other equity
interests (diluted basis)
845 845 845 845 845
Diluted NAV, after the exercise of options, convertibles and
other equity interests
2,169,466 2,169,466 2,169,466 2,169,466 2,169,466
Include:
(ii.a) Revaluation of investment properties (if IAS 40 cost
option is used)
0 0 0 0 0
(ii.b) Revaluation of investment properties under
construction (IPUC) (if IAS 40 cost option is used)
0 0 0 0 0
(ii.c) Revaluation of other non-current investments 0 0 0 0 0
(iii) Revaluation of tenant leases held as finance leases 0 0 0 0 0
(iv) Revaluation of trading properties 0 0 0 0 0
Diluted NAV at Fair Value 2,169,466 2,169,466 2,169,466 2,169,466 2,169,466
Exclude:
(v) Deferred taxes in relation to fair value gains of IP 72,687 72,687 72,687
(vi) Fair value of financial instruments 52,212 52,212 52,212
(vii) Goodwill as a result of deferred taxes 45,161 45,161 45,161 45,161
(vii.a) Goodwill as per the IFRS balance sheet -206,887 -206,887
(vii.b) Intangibles as per the IFRS balance sheet
Include:
-1,790
(ix) Fair value of fixed interest rate debt -16,473 -16,473
(ix) Revaluation of intangibles to fait value 0
(xi) Real estate transfer tax 158,479 0
Include/exclude:
Adjustments (i) to (v) in respect of joint venture interests 0 0 0 0 0
Adjusted net asset value (owners of the parent) 2,498,005 2,130,850 1,991,267 2,339,526 2,152,993
Number of share outstanding (excl. treasury shares) 33,116,464 33,116,464 33,116,464 33,116,464 33,116,464
Adjusted net asset value (in €/share) (owners of the parent) 75.43 64.34 60.13 70.65 65.01
(x €1,000) Fair value as % of total
portfolio
% of deferred tax
excluded
Portfolio that is subject to deferred tax and intention is to
hold and not to sell in the long run
2,594,841 69% 100%

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Situation as per 30 June 2019 EPRA NRV* EPRA NTA* EPRA NDV* EPRA NAV* EPRA
NNNAV*
(x €1,000)
NAV per the financial statements (owners of the parent) 1,375,325 1,375,325 1,375,325 1,375,325 1,375,325
NAV per the financial statements (in €/share) (owners of the
parent)
55.90 55.90 55.90 55.90 55.90
(i) Effect of exercise of options, convertibles and other equity
interests (diluted basis)
0 0 0 0 0
Diluted NAV, after the exercise of options, convertibles and
other equity interests
1,375,325 1,375,325 1,375,325 1,375,325 1,375,325
Include:
(ii.a) Revaluation of investment properties (if IAS 40 cost
option is used)
0 0 0 0 0
(ii.b) Revaluation of investment properties under
construction (IPUC) (if IAS 40 cost option is used)
0 0 0 0 0
(ii.c) Revaluation of other non-current investments 0 0 0 0 0
(iii) Revaluation of tenant leases held as finance leases 0 0 0 0 0
(iv) Revaluation of trading properties 0 0 0 0 0
Diluted NAV at Fair Value 1,375,325 1,375,325 1,375,325 1,375,325 1,375,325
Exclude:
(v) Deferred taxes in relation to fair value gains of IP 11,848 11,848 11,848
(vi) Fair value of financial instruments 50,533 50,533 50,533
(vii) Goodwill as a result of deferred taxes 0 0 0 0
(vii.a) Goodwill as per the IFRS balance sheet 0 0
(vii.b) Intangibles as per the IFRS balance sheet -407
Include:
(ix) Fair value of fixed interest rate debt -7,329 -7,329
(ix) Revaluation of intangibles to fait value 0
(xi) Real estate transfer tax 101,443 0
Include/exclude:
Adjustments (i) to (v) in respect of joint venture interests 0 0 0 0 0
Adjusted net asset value (owners of the parent) 1,539,149 1,437,299 1,367,996 1,437,706 1,367,996
Number of share outstanding (excl. treasury shares) 24,601,158 24,601,158 24,601,158 24,601,158 24,601,158
Adjusted net asset value (in €/share) (owners of the parent) 62.56 58.42 55.61 58.44 55.61

The EPRA NAV* values in euro and euro per share as of 30 June 2019 (presented in the table above) were adjusted by €54,223 k (or €2.20 per share) in comparison to the figures published in the 2018/2019 Annual Financial Report, so that they can be compared with the values as of 31 December 2020. This adjustment corresponds to the 2018/2019 gross dividend, which was distributed in October 2019.

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5.7.3. EPRA Cost Ratios*

EPRA Cost ratios*
(x €1,000)
31/12/2020
(18 months)
31/12/2020
(12 months –
restated period)
31/12/2019
(12 months –
restated period)
30/06/2019
(12 months)
Administrative/operating expense line per IFRS statement -47,883 -35,981 -24,510 -21,271
Rental-related charges -3,344 -2,752 -641 -41
Recovery of property charges 0 0 9 59
Rental charges and taxes normally paid by tenants on let
properties
53 -10 -159 -820
Technical costs -680 -544 -491 -1,077
Commercial costs -358 -329 -128 -317
Charges and taxes on unlet properties 0 0 23 -58
Property management costs -6,246 -4,396 -3,767 -2,763
Other property charges -1,227 -876 -1,624 -1,470
Overheads -36,096 -27,096 -17,609 -14,692
Other operating income and charges 15 22 -123 -92
EPRA Costs (including direct vacancy costs)* (A) -47,883 -35,981 -24,510 -21,271
Charges and taxes on unlet properties 0 0 -23 58
EPRA Costs (excluding direct vacancy costs)* (B) -47,883 -35,981 -24,533 -21,213
Gross Rental Income (C) 259,505 187,535 139,585 118,413
EPRA Cost Ratio (including direct vacancy costs)* (A/C) 18% 19% 18% 18%
EPRA Cost Ratio (excluding direct vacancy costs)* (B/C) 18% 19% 18% 18%
Overhead and operating expenses capitalised (including share of
joint ventures)
816 786 122 92

Aedifica capitalises some project management costs.

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