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Aedifica SA

Annual Report Feb 16, 2023

3904_er_2023-02-16_d6dcf02f-4c98-4142-b1c3-fcfad267f638.pdf

Annual Report

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16 February 2023 – before opening of markets Under embargo until 07:30 CET

AEDIFICA

Public limited liability company Public regulated real estate company under Belgian law Office: Rue Belliard 40 (box 11), 1040 Brussels Enterprise number: 0877.248.501 (RLE Brussels) (the 'Company')

2022 Annual results

Robust operational performance driving strong results

  • - EPRA Earnings* amounted to €181.4 million (+20% compared to 31 Dec. 2021), or €4.76/share
  • - Rental income increased to €273.1 million (+18% compared to 31 Dec. 2021)
  • - 4.2% increase in rental income on a like-for-like basis* over the year
  • - Weighted average unexpired lease term of 19 years and occupancy rate of 100%

Real estate portfolio* of €5.7 billion as at 31 December 2022

  • - Increase of approx. €807 million compared to 31 December 2021 (+16%)
  • 622 healthcare sites for more than 47,100 end users across 8 countries
  • - Investment programme of €671 million in pre-let development projects and acquisitions in progress, of which €489 million remains to be invested. In 2022, 40 projects from the programme were completed for a total investment budget of approx. €295 million

Solid balance sheet and strong liquidity

  • - 43.6% debt-to-assets ratio as of 31 December 2022
  • - Strengthening equity: nearly €310 million raised on capital markets through a capital increase via an accelerated private placement (€254 million) and two contributions in kind
  • €667 million of headroom on committed credit lines to finance CAPEX and liquidity needs
  • - BBB investment-grade credit rating with a stable outlook reaffirmed by S&P

Outlook

  • - Proposed dividend of €3.70/share (gross) is confirmed (distribution in May 2023)
  • - EPRA Earnings* for 2023 are estimated at €200 million, or €5.03/share
  • - Dividend of €3.80/share (gross) proposed for the 2023 financial year

* Alternative Performance Measure (APM) in accordance with ESMA (European Securities and Market Authority) guidelines published on 5 October 2015. Aedifica has used Alternative Performance Measures in accordance with ESMA guidelines in its financial communication for many years. 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 (*). Performance measures defined by IFRS standards or by Law are not considered to be APMs, neither are those that are not based on the consolidated income statement or the balance sheet. The APMs are defined, annotated and connected with the most relevant line, total or subtotal of the financial statements, in Appendix 5.

16 February 2023 – before opening of markets Under embargo until 07:30 CET

Consolidated key figures & EPRA performance indicators
Property-related key figures 31/12/2022 31/12/2021
Fair value of real estate portfolio* (in € million) 1 5,704 4,896
Number of properties 622 587
Gross yield based on fair value (in %) 5.5% 5.5%
EPRA Net Initial Yield (NIY) (in %) 4.9% 4.9%
EPRA Topped-up NIY (in %) 5.1% 5.1%
Occupancy rate (in %) 100% 100%
EPRA Vacancy Rate (in %) 0.4% 0.5%
WAULT (in years) 19 20
Like-for-like rental growth (group currency, in %) 4.2% 1.9%
Financial key figures 31/12/2022 31/12/2021
Rental income (in € million) 273.1 232.1
EPRA Earnings* (in € million) 181.4 151.5
Net result (owners of the parent) (in € million) 331.8 281.8
EPRA Cost Ratio (including direct vacancy costs)* (in %) 15.9% 16.7%
EPRA Cost Ratio (excluding direct vacancy costs)* (in %) 15.9% 16.7%
Debt-to-assets ratio (in %) 43.6% 42.6%
Average cost of debt* (in %) 1.3% 1.4%
Average cost of debt* (incl. commitment fees, in %) 1.4% 1.5%
Weighted average maturity of drawn credit lines (in years) 4.7 5.7
Interest Cover Ratio (ICR) 2 7.5 7.0
Hedge ratio (in %) 88.7%3 90.3%
Key figures per share 31/12/2022 31/12/2021
EPRA Earnings* (in €/share) 4.76 4.35
Net result (owners of the parent) (in €/share) 8.71 8.10
EPRA NRV* (in €/share) 91.74 85.10
EPRA NTA* (in €/share) 79.71 72.78
EPRA NDV* (in €/share) 83.92 69.08

Militza Brugge in Bruges (BE) Care home acquired in July 2022

1 Including marketable investment properties, assets classified as held for sale*, development projects and the right of use related to plots of land held in 'leasehold' in accordance with IFRS 16.

2 Calculated based on the definition set out in the prospectus of Aedifica's Sustainability Bond: the ratio of 'operating result before result on portfolio' (lines I to XV of the consolidated income statement) to 'net interest charges' (line XXI).

3 The 88.7% hedge ratio includes forward starting swaps starting at the beginning of January 2023. On 31 December 2022, the hedge ratio stood at 78.2%.

16 February 2023 – before opening of markets Under embargo until 07:30 CET

1. Summary of the activities of the 2022 financial year

In 2022, Aedifica demonstrated that it continues to live up to its ambitions as a leading European healthcare real estate investor. With a series of investments in the first half of the year, Aedifica again achieved its investment targets. As the investment climate changed in the second half of the year due to rising interest costs and high inflation, the Group focused on the strength of its balance sheet, execution of its investment programme and portfolio management. As a result, Aedifica – despite the volatile macroeconomic environment – once again posted sound results. In addition, Aedifica has also further ramped up its corporate social responsibility (CSR) efforts.

Aedifica's ability to deliver these results demonstrates the resilience of the healthcare real estate sector, which will continue to need additional capacity in the years to come due to the ageing European population.

INVESTMENTS ACROSS EUROPE

Throughout the year, the Group carried out investments and announced new projects across Europe for approx. €803 million in 57 care properties. Nearly two-thirds of that amount was invested in the UK and Ireland. In Ireland, Aedifica has built a portfolio of almost €300 million in less than two years after its first investments. Upon completion of the development projects, it will exceed €450 million. In Finland, where Aedifica operates as a developer through Hoivatilat, development activities continued successfully with approx. €100 million in new projects announced during the year, two-thirds of which will be realised with public tenants. Furthermore, a total of 40 projects from the investment programme amounting to approx. €295 million were completed.

All the investments carried out in 2022 have increased Aedifica's real estate portfolio to 622 sites with a capacity of nearly 35,600 residents and over 11,500 children. The fair value of the real estate portfolio* increased by approx. €807 million (+16%) to €5,704 million (compared to €4,896 million at the beginning of the financial year).

In addition, as of 31 December 2022, the Group has a total investment programme in pre-let development projects and acquisitions in progress of approx. €671 million (see Appendix 4). Given this investment programme, Aedifica's total portfolio is expected to cross the €6 billion mark soon.

DEFENSIVE FINANCIAL PROFILE

Despite the volatile macroeconomic environment, Aedifica boasts a healthy balance sheet. The market's confidence in the Group's strategy was reflected not only in the fact that it successfully raised nearly €310 million in equity, but also in S&P's reaffirmation of its BBB investment-grade credit rating with a stable outlook. As at 31 December 2022, Aedifica's consolidated debt-to-assets ratio amounted to 43.6%. Moreover, financial resources were strengthened during 2022 by contracting approx. €516 million in new long-term bank financing. With its strong balance sheet and ability to raise capital, Aedifica has the resources to meet the challenges of the new financial year.

16 February 2023 – before opening of markets Under embargo until 07:30 CET

SOUND RESULTS

Aedifica has not only focused on investment and growth, but also on managing its existing real estate assets. The result of this effort in 2022 is reflected in an excellent rental income of €273.1 million (€232.1 million a year earlier, an increase of approx. 18%). The EPRA Earnings* are above budget and amount to €181.4 million (€151.5 million a year earlier, an increase of approx. 20%), i.e. €4.76 per share. Aedifica's total profit amounts to €331.8 million. Aedifica demonstrated its ability to grow while maintaining a strong focus on financial performance through an increase in earnings per share and a sound debt-to-assets ratio. Based on these results, Aedifica's Board of Directors will propose to the Annual General Meeting on 9 May 2023 a gross dividend of €3.70 per share.

PUTTING SUSTAINABILITY INTO PRACTICE

Aedifica focuses on sustainability and puts its objectives into practice by investing in the (re)development and renovation of care properties (e.g. nearly zero-energy buildings in Ireland, Germany and the Netherlands). In addition, the Group initiated updating its leases with green annexes and quality of care commitments. Aedifica's ambitious CSR approach is on the right track, as evidenced by the share's recent inclusion in the new BEL ESG index and excellent scores from various ESG assessments. The GRESB score and MSCI rating as well as the Sustainalytics Risk Rating continued to improve, while the Group's CSR Report was awarded an EPRA sBPR Gold Award for the third year in a row. Moreover, with 59% of new bank financing contracted in 2022 linked to sustainability KPIs, Aedifica underlines its wish to integrate ESG criteria into its financial policy.

GOING FORWARD

Benefitting from strong fundamental tailwinds such as the ageing European population and the increasing need for futureproof care properties, healthcare real estate will remain an attractive investment category in the years to come. However, we expect 2023 to be more of a transition year in which a new balance needs to be found between investment market and operator expectations on the one hand and increased financing costs on the other. This is likely to translate into a slower investment pace as the Group will focus primarily on executing its committed pipeline while maintaining a strong balance sheet and a debt-to-assets ratio of approx. 45%. Nevertheless, Aedifica will continue to build a portfolio of high-quality buildings offering attractive net returns and further strengthen its position as a European market reference in listed healthcare real estate.

For the 2023 financial year, EPRA Earnings* are expected to amount to €5.03 per share. The Board of Directors anticipates a 3% increase in the gross dividend to €3.80 per share.

Saamborgh Almere Buiten in Almere (NL) Care home completed in February 2022

16 February 2023 – before opening of markets Under embargo until 07:30 CET

2. Important events

2.1. Investments, completions and disposals in 2022

- Over €800 million in new investments and developments

Aedifica carried out investments and announced new projects in 57 sites for a total volume of approx. €803 million.

Name Type Location Date Investment
(€ million) 1
Pipeline
(€ million) 2
Gross
rental yield
(approx. %)
Completion/
implementation
Lease Operator
Belgium 61 29
Résidence Véronique Acquisition & Somme-Leuze 17/05/2022 11 10 4.5% Q4 2024 27 yrs - NNN Vulpia
Militza portfolio (2 sites) extension
Acquisition &
extension
Bruges &
Ghent
06/07/2022 50 19 4% Q2 2025 27 yrs - NNN My-Assist
Germany 7.5 -
An der Therme Acquisition Mühlhausen 29/06/2022 7.5 - 5% - WAULT 14 yrs
- NN
Alloheim
Netherlands 17 7
CosMed Kliniek 3 Acquisition Bosch en Duin 25/05/2022 7.5 - 6% - 15 yrs - NNN Sandstep Healthcare
Het Gouden Hart Almere 4 Acquisition &
development
Almere 06/07/2022 2 7 5% Q1 2024 NNN Korian Netherlands
Oosterbeek Warm Hart 3 Acquisition &
renovation
Oosterbeek 09/12/2022 7.5 - 5.5% - 20 yrs - NNN Warm Hart
United Kingdom 5 164.5 118.5
Dawlish Acquisition &
development
Dawlish 01/04/2022 2.5 12.5 6.5% Q4 2023 30 yrs - NNN MMCG
Channel Islands portfolio
(6 care homes)
Acquisition &
extension
Jersey & Isle of
Man
01/04/2022 54 15 6% - 25 yrs - NNN LV Care Group
Sleaford Ashfield Road Acquisition &
development
Sleaford 31/05/2022 3 10 5.5% Q4 2023 35 yrs - NNN Torsion Care
Hooton Road Acquisition &
development
Hooton 01/06/2022 2 14.5 6% Q1 2024 30 yrs - NNN Sandstone Care
Group
Creggan Bahn Court Acquisition Ayr 20/06/2022 10 - 6% - 30 yrs - NNN MMCG
Spaldrick House Forward
purchase
Isle of Man 20/07/2022 - 12 6% Q1 2024 25 yrs - NNN LV Care Group
Biddenham St James Development Biddenham 09/09/2022 3 13 6% Q1 2024 30 yrs - NNN MMCG
LNT portfolio (3 sites) Acquisition &
development
Holt, Whitby &
Moretaine
23/09/2022 35 16 5% Q1 2023 35 yrs - NNN Danforth & Ideal
Care Homes
St Mary's Riverside &
St Mary's Lincoln
Acquisition &
development
Hessle &
Lincoln
05/10/2022 18 13 5% Q1 2024 30 yrs - NNN Burlington
York Bluebeck Drive Acquisition &
development
York 14/10/2022 3 12.5 6% Q2 2024 35 yrs - NNN Torwood Care
Rawdon Green Lane Acquisition &
development
Rawdon 28/10/2022 17 - 5.5% - 35 yrs - NNN Danforth
Northampton Thompson
Way
Acquisition &
development
Northampton 01/11/2022 17 - 5.5% - 35 yrs - NNN Anchor
Finland 23 74.5 6%
Tampere Teräskatu Development Tampere 24/03/2022 - 8.5 Q4 2023 20 yrs - NN Municipality
Helsinki Käräjätuvantie Development Helsinki 20/04/2022 - 8.5 Q4 2024 20 yrs - NN Municipality
Helsinki Kutomokuja Development Helsinki 20/04/2022 - 8.5 Q4 2024 20 yrs - NN Municipality
Valkeakoski Juusontie Development Valkeakoski 04/05/2022 - 2 Q1 2023 15 yrs - NN Aurinkosilta
Oulu Pateniemenranta Development Oulu 06/05/2022 - 2 Q3 2023 15 yrs - NN Pilke
Rovaniemi Rakkakiventie Development Rovaniemi 19/05/2022 - 3 Q1 2023 15 yrs - NN Palvelukoti
Kotipetäjä
Espoo Ylismäenkuja Development Espoo 06/07/2022 - 1.5 Q3 2023 15 yrs - NN Pilke
Oulu Vaarapiha Development Oulu 25/07/2022 - 15 Q4 2023 15 yrs - NN Nonna Group
Liminka Saunarannantie Development Liminka 29/07/2022 2.5 - - 15 yrs - NN Pilke
Oulu Jahtivoudintie Acquisition &
extension
Oulu 01/08/2022 9 9.5 Q3 2023 25 yrs - NN Municipality
Oulu Tahtimarssi Development Oulu 24/11/2022 - 12 Q4 2024 25 yrs - NN Municipality
Tuusula Temmontie Development Tuusula 26/11/2022 - 2 Q4 2023 20 yrs - NN Kuntoutumiskoti
Metsätähti
Oulu Upseerinkatu Development Oulu 30/11/2022 - 2 Q3 2023 15 yrs - NN English Speaking
Playschool of Oulu
Äänekoski Ääneniementie Development Äänekoski 09/12/2022 2 - - 20 yrs - NN Hoitokoti
Ääneniemen Helmi
Kerava Lehmuskatu Development Kerava 22/12/2022 7.5 - - 20 yrs - NN Municipality
Jyväskylä Ailakinkatu Extension Jyväskylä 30/12/2022 2 - - 15 yrs - NN Municipality

16 February 2023 – 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/
implementation
Lease Operator
Sweden 5 5.5 18 6%
Nynäshamn Källberga Acquisition &
development
Nynäshamn 21/02/2022 2 16.5 Q4 2023 15 yrs - NN Raoul
Wallenbergskolan
Strängnäs Bivägen Acquisition &
development
Strängnas 28/02/2022 0.5 1.5 Q1 2023 15 yrs - NN Humana
Staffanstorp Borggårdsallén Acquisition Staffanstorp 01/04/2022 3 - - 14 yrs - NN Municipality
Ireland 195.5 69
Silver Stream portfolio
(3 care homes)
Acquisition Dundalk,
Duleek &
Riverstick
16/09/2022 57 - 5% - 25 yrs -NNN Silver Stream
Healthcare
Dunshaughlin Business Park Acquisition &
development
Dunshaughlin 11/05/2022 1.5 17 5% Q4 2023 25 yrs - NNN Grace Healthcare
Craddock House Nursing
Home
Acquisition Naas 17/05/2022 11 - 5.5% - 20 yrs -NNN Virtue
Bartra portfolio (4 sites) Acquisition &
forward purchase
Dublin 19/08/2022 125 36 5% Q3 2023 25 yrs - NNN Bartra Healthcare
Sligo Finisklin Road Acquisition &
development
Sligo 27/09/2022 1 16 5% Q2 2024 25 yrs - NNN Coolmine Caring
Services Group
Spain 1.5 11.5
Tomares Miró Acquisition &
development
Tomares 29/07/2022 1.5 11.5 5.5% Q1 2024 30 yrs - NNN Neurocare Home
Total 475.5 327.5

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 often 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 overview of the investment programme (see Appendix 4).

3 This project is being developed within the joint venture with Dunavast-Sonneborgh, in which Aedifica holds a 75% stake.

4 This project is being 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.

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

Loughshinny Nursing Home in Skerries (IE) Care home acquired in August 2022

16 February 2023 – before opening of markets Under embargo until 07:30 CET

- 40 projects completed

In 2022, Aedifica completed a total of 40 development projects from its investment programme for a total amount of approx. €294.5 million.

Name Type Location Date Investment
(€ million) 1
Gross
rental yield
(approx. %)
Lease Operator
Belgium 6
't Spelthof Extension Binkom 18/04/2022 6 5% 27 yrs - NNN Vulpia
Germany 81
Seniorenhaus Lessingstrasse Acquisition subject
to outstanding
conditions
Wurzen 01/02/2022 7 5.5% 25 yrs - NN Seniorenhaus
Lessingstrasse
Am Tierpark Renovation Ueckermünde 31/03/2022 1 5% 23 yrs - NN Vitanas
Haus Wellengrund Redevelopment Stemwede 30/09/2022 7 6% 30 yrs - NNN Argentum
Seniorenquartier Twistringen Development Twistringen 05/10/2022 13 5% 30 yrs - NNN EMVIA Living
Seniorenquartier Langwedel 2 Development Langwedel 08/12/2022 13 5% 30 yrs - NNN EMVIA Living
Quartier am Rathausmarkt Development Bremervörde 15/12/2022 16 5% 30 yrs - NN Specht & Tegeler
Wohnstift am Weinberg Renovation Kassel 16/12/2022 13 5.5% WAULT
27 yrs - NN
Cosiq
Seniorenquartier Schwerin Development Schwerin 23/12/2022 11 5% 30 yrs - NNN EMVIA Living
Netherlands 39.5
Saamborgh Almere Buiten Development Almere 01/02/2022 7 5.5% 20 yrs - NNN Saamborgh
Villa Horst en Berg 3 Development Soest 04/02/2022 3 5.5% NNN Korian Netherlands
Het Gouden Hart Lelystad 3 Development Lelystad 25/02/2022 4 5.5% NNN Korian Netherlands
Martha Flora Goes Development Goes 28/02/2022 5 5.5% 25 yrs - NNN Martha Flora
Villa Florian 3 Development Blaricum 28/02/2022 4 5.5% NNN Korian Netherlands
Villa den Haen 3 Development Woudenberg 09/05/2022 4 5.5% NNN Korian Netherlands
Martha Flora Oegstgeest Development Oegstgeest 01/07/2022 5 5.5% 25 yrs - NNN Martha Flora
Martha Flora Breda Development Breda 21/11/2022 5 25 yrs - NNN Martha Flora
Oosterbeek Warm Hart 4 Development Oosterbeek 09/12/2022 2.5 5.5% 20 yrs - NNN Warm Hart
United Kingdom 5 69
Wellingborough Glenvale Park Development Wellingborough 31/03/2022 12 5.5% 35 yrs - NNN Halcyon Care Homes
Aylesbury Martin Dalby Development Aylesbury 09/09/2022 10 7% 30 yrs - NNN MMCG
Rawdon Green Lane Development Rawdon 28/10/2022 11 5.5% 35 yrs - NNN Danforth
Northampton Thompson Way Development Northampton 01/11/2022 11 5.5% 35 yrs - NNN Anchor
Shipley Canal Works Development Shipley 16/12/2022 8 30 yrs - NNN Burlington
Holt Heath Farm Development Holt 16/12/2022 17 5% 35 yrs - NNN Danforth
Finland 96.5 6%
Jyväskylä Haukankaari Development Jyväskylä 31/01/2022 3 20 yrs - NN Rinnekoti
Tampereen Haiharansuu Development Tampere 08/04/2022 3 15 yrs - NN Tampereen ensija
turvakoti
MT Espoo Kurttilantie Development Espoo 18/05/2022 3 15 yrs - NN Mehiläinen
Kajaanin Menninkäisentie Extension Kajaani 31/05/2022 1 15 yrs - NN Esperi
Liminka Saunarannantie Development Liminka 29/07/2022 2.5 15 yrs - NN Pilke
Oulu Juhlamarssi Development Oulu 30/08/2022 8 15 yrs - NN Attendo
Helsinki Malminkartano Development Helsinki 22/11/2022 24 15 yrs - NN Norlandia & KVPS
Helsinki Kansantie Development Helsinki 30/11/2022 10 20 yrs - NN Municipality
Kuopio Opistotie Development Kuopio 30/11/2022 13 15 yrs - NN Norlandia
Äänekoski Ääneniementie Development Äänekoski 09/12/2022 2 20 yrs - NN Hoitokoti Ääneniemen
Helmi Oy
Turku Herttuankulma Development Turku 20/12/2022 6 20 yrs - NN Ikifit
Kerava Lehmuskatu Development Kerava 22/12/2022 7 20 yrs - NN Municipality
Jyväskylä Ailakinkatu Extension Jyväskylä 30/12/2022 2 15 yrs - NN Municipality
Kangasala Vällintie Development Kangasala 30/12/2022 2 15 yrs - NN Pilke
Tampere Sisunaukio Development Tampere 30/12/2022 10 20 yrs - NN Ikifit & Pikkututkija
Sweden 5 2.5 6%
Fanna 24:19 Development Enköping 19/08/2022 2.5 15 yrs - NN Serigmo Care KÅS
Total 294.5

1 For completed development projects, the amounts in this column only include the works that were carried out. For acquisitions of which the outstanding conditions have been fulfilled, this amount includes the contractual value of the plots of land and the existing buildings.

2 Partial completion.

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

4 This project was developed within the joint venture with Dunavast-Sonneborgh, in which Aedifica holds a 75% stake.

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

16 February 2023 – before opening of markets Under embargo until 07:30 CET

Tomares Miró in Tomares (ES) Care home to be completed by Q1 2024

  • Disposals in Belgium, the United Kingdom and Finland

In the course of 2022, eleven sites in Belgium, the United Kingdom and Finland totalling €36 million were divested in order to optimise the real estate portfolio.

Name Location Date Selling price
(€ million)
Belgium 2.3
La Boule de Cristal Wanlin 27/04/2022 2.3
United Kingdom 1 4.7
Athorpe Lodge and The Glades Sheffield 22/04/2022 4.7
Finland 29
Oulun Rakkakiventie
Ylöjärven Mustarastaantie
Oulun Kehätie
Porin Palokärjentie
Sipoon Satotalmantie
Vihdin Pengerkuja
Joutsenon Päiväkoti
Siilinjärven Honkarannantie
Kouvolan Pappilantie
Oulu
Ylöjärvi
Oulu
Pori
Sipoo
Vihti
Lappeenranta
Siilinjärvi
Kouvola
28/01/2022 29
Total 36

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

Aylesbury Martin Dalby in Aylesbury (UK) Care home completed in September 2022

Seniorenhaus Lessingstrasse in Wurzen (DE) Care home completed in February 2022

16 February 2023 – before opening of markets Under embargo until 07:30 CET

2.2. Important events after 31 December 2022

- €18 million in new developments in Finland

After 31 December 2022, Aedifica has announced four new development projects in Finland amounting to approx. €18 million.

Name Type Location Date Investment
(€ million) 1
Pipeline
(€ million) 2
Gross
rental yield
(approx. %)
Completion/
implementation
Lease Operator
Finland 6%
Espoo Kuurinkallio Development Espoo 16/01/2023 - 7 Q2 2024 15 yrs - NN Pilke
Humana
Finland
Kuopio Torpankatu Development Kuopio 25/01/2023 - 5.5 Q1 2024 15 yrs - NN Esperi
Nokia Tähtisumunkatu Development Nokia 26/01/2023 - 3 Q4 2023 15 yrs - NN HDL
Sotkamo
Härkökivenkatu
Development Sotkamo 27/01/2023 - 2.5 Q1 2024 15 yrs - NN Esperi
Total - 18

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.

- 2 projects completed

After 31 December 2022, Aedifica completed two projects from the investment programme for a total amount of approx. €16 million.

Name Type Location Date Investment
(€ million) 1
Gross
rental yield
(approx. %)
Lease Operator
Netherlands 1
HGH Amersfoort Renovation Amersfoort 01/01/2023 1 5% 25 yrs - NNN Korian
Ireland
Tramore Coast Road Development Tramore 20/01/2023 15 5.5% 25 yrs - NNN Mowlam Healthcare
Total

1 For completed development projects, the amounts in this column only include the works that were carried out. For acquisitions of which the outstanding conditions have been fulfilled, this amount includes the contractual value of the plots of land and the existing buildings.

Tampere Sisunaukio in Tampere (FI) Service community completed in December 2022

Quartier am Rathausmarkt in Bremervörde (DE) Care campus completed in December 2022

16 February 2023 – before opening of markets Under embargo until 07:30 CET

- Fiscal Investment Institutions ('FBI') in the Netherlands

In September 2022, the Dutch government announced its intention to exclude direct investments in real estate from the Fiscal Investment Institutions (Fiscale Beleggingsinstellingen, 'FBI') regime as from 1 January 2024. The possible entry into force of this measure was recently postponed to 1 January 2025. Although the Aedifica Group was of the opinion that it meets the conditions for claiming FBI status and submitted applications to the Dutch tax authorities to that effect, the Group opted, as a matter of prudence, for a common law tax burden in the results of its Dutch subsidiaries from the start of its operations in the Netherlands in 2016. The Aedifica Group still claims the application of this regime for its subsidiaries active in the Netherlands. In case the FBI regime is granted, the cumulative positive retroactive impact on current taxes and EPRA Earnings is estimated to amount to approx. €13 million for the period 2016-2022. During recent discussions with the Dutch tax authorities, Aedifica Group received confirmation that the FBI requirements have in any event already been met for the period up to 2020. Refunds will be recognised in the income statement upon receipt of final corporate tax assessments.

2.3. Investment programme as of 31 December 2022

79%

As at 31 December 2022, Aedifica had a total investment programme of approx. €671 million, of which €191 million has already been spent and €489 million remains to be invested (see Appendix 4 for a complete overview). The total investment budget can be broken down as follows:

Projects subject to outstanding

Projects subject to outstanding conditions

Land reserve

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3. Management of financial resources

3.1. Financial debts

During the 2022 financial year, Aedifica strengthened its financial resources by securing new, long-term financing with seven different banks. Part of the loans were contracted in pound sterling (£160 million) to finance the expansion of the UK portfolio. In total, Aedifica has contracted bank loans for a euro equivalent of €516 million, of which €396 million is new financing and €120 million is early refinancing. 59% (€304 million) of these bank loans is linked to sustainability KPIs or is contracted under Aedifica's Sustainable Finance Framework. The loans have due dates between 2027 and 2028.

Taking these elements into account, the maturity dates of Aedifica's financial debts as of 31 December 2022 are as follows:

Financial debt Lines Utilisation of which
(in € million) 1 treasury notes
31/12/2023 578 423 263
31/12/2024 425 265 -
31/12/2025 531 170 -
31/12/2026 390 237 -
31/12/2027 532 430 50
31/12/2028 317 317 25
>31/12/2028 614 614 12
Total as of 31 December 2022 3,387 2,457 350
Weighted average maturity (in years) 2 4.0 4.7 -

1 Amounts in £ were converted into € based on the exchange rate of 31 December 2022 (1.12845 £/€).

2 Without regard to short-term treasury notes.

Without regard to short-term financing (short-term treasury notes), the weighted average maturity of the drawn financial debt as at 31 December 2022 is 4.7 years. The available liquidity after deduction of the short-term commercial paper stood at €667 million on 31 December 2022.

After the close of the 2022 financial year, Aedifica contracted €40 million of bank loans (early refinancing) maturing in 2029.

The average cost of debt* including commitment fees is 1.4%, lower than in the previous financial year (1.5%).

As at 31 December 2022, Aedifica's consolidated debt-to-assets ratio amounted to 43.6%.

At the beginning of 2023, 88.7% of financial debt is hedged against interest rate risk, i.e., the ratio of the sum of the fixed rate debt and the notional amount of derivatives divided by the total financial debt. The hedging's weighted average maturity is 6.6 years.

Loans contracted under Aedifica's Sustainable Finance Framework or linked to sustainability KPIs amount to €884 million, of which €847 million is drawn on 31 December 2022 (34% of the drawn debt), underlining the Group's wish to further diversify its sources of financing and to integrate ESG criteria into its financial policy.

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3.2. Equity

In 2022, Aedifica completed one capital increase in cash and two capital increases by contribution in kind, raising nearly €310 million. These capital increases strengthened Aedifica's equity position and partly financed acquisitions and development projects while maintaining a strong balance sheet.

- Contribution in kind of €7.5 million

On 17 May 2022, the acquisition of the Résidence Véronique care home in Somme-Leuze (Belgium) was carried out through the contribution in kind in Aedifica NV/SA of 100% of the shares in a Belgian real estate company. As consideration for the contribution, 74,172 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 18 May 2022 and are entitled to the dividend for the 2022 financial year (coupon no. 30 and following).

- Capital increase of €254.5 million

On 23 June 2022, Aedifica successfully launched a capital increase in cash within the authorised capital by way of an accelerated bookbuilding with international institutional investors (an 'ABB') for a gross amount of €254.5 million. On 29 June 2022, the Company issued 2,925,000 new shares at an issue price of €87 per share, i.e. €254,475,000 (including share premium). The new shares were immediately admitted to trading and are entitled to a pro rata temporis dividend for the 2022 financial year as from 29 June 2022 (coupon no. 31 and following). Within the framework of this transaction, coupon no. 30, representing the right to the pro rata temporis dividend for the period from 1 January 2022 to 28 June 2022 inclusive, was detached from the existing shares, effective as of 27 June 2022 (ex-coupon date).

- Contribution in kind of €47 million

On 6 July 2022, the acquisition of two care properties in Bruges and Ghent (Belgium) was carried out through the contribution in kind in Aedifica NV/SA of 100% of the shares in a Belgian real estate company. As consideration for the contribution, 547,914 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 7 July 2022 and are entitled to a pro rata temporis dividend for the 2022 financial year as from 29 June 2022 (coupon no. 31 and following).

Following this transaction, the total number of Aedifica shares amounts to 39,855,243 and the share capital amounts to €1,051,691,535.73.

3.3. Credit rating

In August 2022, S&P has reaffirmed the BBB investment-grade rating with a stable outlook, reflecting the strength of the Group's balance sheet and the improvement of its liquidity. The stable outlook reflects the predictable rental income supported by resilient health care assets and overall long leases which will continue to generate stable cash flows over the next few years. S&P's credit rating research is available on Aedifica's website.

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4. Summary of the consolidated results as of 31 December 2022

4.1. Portfolio as of 31 December 2022

During the 2022 financial year, Aedifica increased its portfolio of investment properties4 by approx. €807 million, from a fair value of €4,896 million to €5,704 million. This value of €5,704 million includes the marketable investment properties5 (€5,519 million) and the development projects (€184 million). The 16% increase in marketable investment properties comes mainly from net acquisitions (see section 2.1 above), completed development projects (see section 2.1 above) and changes in the fair value of marketable investment properties recognised in income (+96.9 million, or +2.1%). The changes in the fair value of marketable investment properties, as assessed by independent valuation experts, are broken down for the full year 2022 as follows:

  • Belgium: +€17.8 million (+1.5%)
  • Germany: +€39.6 million (+3.7%)
  • Netherlands: +€24.0 million (+4.3%)
  • United Kingdom: +€6.2 million (+0.8%)
  • Finland: +€12.9 million (+1.5%)
  • Sweden: -€1.0 million (-1.3%)
  • Ireland: -€2.6 million (-2.8%)

For the full year 2022, the like-for-like valuation of marketable investment properties – excluding any impact from currency translation – showed a positive result of 2.6%. Changed market conditions led to a slight decrease of valuations in the last quarter (a decrease of 1.2% on a like-for-like basis excluding any impact from currency translation).

As of 31 December 2022, Aedifica's portfolio comprised 622 marketable investment properties (including assets classified as held for sale*), with a total capacity of nearly 35,600 residents and over 11,500 children and a total surface area of approx. 2,203,000 m2 .

The total portfolio has an overall occupancy rate6 of 100% as of 31 December 2022. The weighted average unexpired lease term (WAULT) for all buildings in the Company's portfolio is 19 years.

4 Including assets classified as held for sale*.

5 Including assets classified as held for sale* and €70 million in rights of use related to plots of land held in 'leasehold' in accordance with IFRS 16.

6 Rate calculated according to the EPRA methodology.

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4.2. 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.

In general, the gross yield based on the fair value amounts to 5.5%. In Finland and Sweden, Hoivatilat is developing its construction projects itself. The yield on cost of these projects amounts to more than 6% on average and is higher than the yield on the fair value of properties after completion (as shown in the table below).

(x €1,000) BE DE NL UK°° FI SE°° IE ES Marketable
investment
properties
°°°
Development
projects
Right of
use of
plots of
land
Investment
properties
°°°
Fair value 1,299,390 1,197,566 640,102 959,740 984,800 76,880 289,126 1,500 5,449,104 184,295 70,335 5,703,734
Annual contractual
rents
70,880 61,103 36,043 61,328 51,779 3,866 15,379 75 300,453 - - -
Gross yield (%) ° 5.5% 5.1% 5.6% 6.4% 5.3% 5.0% 5.3% 5.0% 5.5% - - -
(x €1,000) BE DE NL UK°° FI SE°° IE ES Marketable
investment
properties
°°°
Development
projects
Right of
use of
plots of
land
Investment
properties
°°°
Fair value 1,213,217 1,057,513 564,105 821,666 859,850 78,329 91,841 - 4,686,521 151,954 57,947 4,896,422
Annual contractual
rents
63,875 55,214 31,255 52,867 46,518 3,892 4,880 - 258,500 - - -
Gross yield (%) ° 5.3% 5.2% 5.5% 6.4% 5.4% 5.0% 5.3% - 5.5% - - -

° 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, Ireland, Spain 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 the responsibility of the owner, such as the repair and maintenance of the roof, structure and facades of the building ('double net' contracts). °° Amounts in £ and SEK were converted into € based on the exchange rate of 31 December 2022 (1.12845 £/€ and 0.08952 SEK/€).

°°° Including assets classified as held for sale*.

31/12/2022

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4.3. Consolidated results

Consolidated income statement - analytical format 31/12/2022 31/12/2021
(x €1,000)
Rental income 273,132 232,118
Rental-related charges -1,589 -686
Net rental income 271,543 231,432
Operating charges* -41,869 -38,105
Operating result before result on portfolio 229,674 193,327
EBIT margin* (%) 84.6% 83.5%
Financial result excl. changes in fair value* -36,239 -32,162
Corporate tax -11,970 -9,718
Share in the profit or loss of associates and joint ventures accounted for using the equity method in
respect of EPRA Earnings
362 360
Non-controlling interests in respect of EPRA Earnings -441 -328
EPRA Earnings* (owners of the parent) 181,386 151,479
Denominator (IAS 33) 38,113,384 34,789,526
EPRA Earnings* (owners of the parent) per share (€/share) 4.76 4.35
EPRA Earnings* 181,386 151,479
Changes in fair value of financial assets and liabilities 123,242 14,813
Changes in fair value of investment properties 84,877 160,211
Gains and losses on disposals of investment properties 787 534
Tax on profits or losses on disposals 0 -559
Goodwill impairment -18,103 -3,540
Deferred taxes in respect of EPRA adjustments -42,705 -46,452
Share in the profit or loss of associates and joint ventures accounted for using the equity method in
respect of the above
1,806 6,011
Non-controlling interests in respect of the above 488 -673
Roundings 0 0
Profit (owners of the parent) 331,778 281,824
Denominator (IAS 33) 38,113,384 34,789,526
Earnings per share (owners of the parent - IAS 33 - €/share) 8.71 8.10

The consolidated turnover (consolidated rental income) for the 2022 financial year amounted to €273.1 million, an increase of approx. 18% compared to the turnover of the previous financial year (€232.1 million).

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Consolidated
rental income
(x €1,000)
2022.01 -
2022.03
2022.04 -
2022.06
2022.07-
2022.09
2022.10 -
2022.12
2022.01 -
2022.12
2021.01 -
2021.12
Var. (%) on a
like-for-like
basis* °
Var. (%)
Belgium 16,145 16,430 17,259 17,598 67,432 62,548 +4.6% +7.8%
Germany 13,917 14,009 14,178 14,634 56,738 44,971 +2.2% +26.2%
Netherlands 8,020 8,010 8,688 8,853 33,571 30,429 +4.2% +10.3%
United Kingdom 13,283 14,428 14,450 15,311 57,472 49,911 +5.0% +15.1%
Finland 11,346 10,816 11,111 11,452 44,725 39,797 +3.7% +12.4%
Sweden 951 992 990 984 3,917 1,958 +2.6% +100.1%
Ireland 1,219 1,468 2,730 3,828 9,245 2,504 +5.8% +269.2%
Spain - - - 32 32 - - -
Total 64,881 66,153 69,406 72,692 273,132 232,118 +4.2% +17.7%

Aedifica's consolidated rental income by country is presented in the table below.

° The variation on a like-for-like basis* is shown for each country in the local currency. The total variation on a like-for-like basis* is shown in the Group currency.

The 4.2% like-for-like variation* in rental income can be broken down into +3.3% indexation of rents, +0.8% rent negotiations and +0.1% exchange rate fluctuation.

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

After deduction of the rental-related charges (€1.6 million), the net rental income amounts to €271.5 million (+17% compared to 31 December 2021).

The property result amounts to €271.9 million (31 December 2021: €230.5 million). This result, less other direct costs, leads to a property operating result of €262.6 million (31 December 2021: €222.9 million). This implies an operating margin* of 96.7% (31 December 2021: 96.3%).

After deducting overheads of €33.6 million (31 December 2021: €30.9 million) and taking into account other operating income and charges, the operating result before result on the portfolio has increased by 19% to reach €229.7 million (31 December 2021: €193.3 million). This implies an EBIT margin* of 84.6% (31 December 2021: 83.5%).

Taking into account the cash flows generated by hedging instruments, Aedifica's net interest charges amount to €30.7 million (31 December 2021: €27.5 million). 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 €36.2 million (31 December 2021: €32.2 million).

Corporate taxes are composed of current taxes, deferred taxes, tax on profits or losses on disposals and exit tax. In conformity with the special tax system of Belgian RRECs, the taxes included in the EPRA Earnings* (31 December 2022: €12.0 million; 31 December 2021: €9.7 million) consist primarily of tax on the result of consolidated subsidiaries, tax on profits generated outside of Belgium and Belgian tax on Aedifica's non-deductible expenditures. In the Dutch subsidiaries, for the sake of caution it was decided to opt for a common law tax burden in the result, notwithstanding the fact that the subsidiaries still have a claim to the application of the fiscal transparent regime of a 'Fiscale Beleggingsinstelling' (FBI – 'Fiscal Investment Institution'; see section 2.2).

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The share in the result of associates and joint ventures mainly includes the result of the participation in Immobe NV (consolidated since 31 March 2019 using the equity method).

EPRA Earnings* (see Appendix 5.7.1) reached €181.4 million (31 December 2021: €151.5 million), or €4.76 per share (31 December 2021: €4.35 per share), based on the weighted average number of shares outstanding and taking into account the higher number of shares resulting from the 2022 capital increases. This result (absolute and per share) is higher than the budgeted amount of >€4.70 per share announced in the Q3 interim financial report.

The income statement also includes elements with no monetary impact (i.e., non-cash) that vary in line with 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 and deferred taxes (arising from IAS 40):

  • Over the entire financial year, the combined changes in the fair value of marketable investment properties7 and development projects represent an increase of €84.9 million for the period (31 December 2021: €160.2 million).
  • In order to limit the interest rate risk stemming from the financing of its investments, Aedifica has put in place long-term hedges which allow for the conversion of variable-rate debt to fixedrate debt, or to capped-rate debt. 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 2022 represent an income of €123.2 million (31 December 2021: an income of €14.8 million) following the increase of the long-term interest rates.
  • Capital gains on disposals (31 December 2022: €0.8 million; 31 December 2021: €0.5 million) are also taken into account here.
  • Tax on profit or losses on disposals amounted to €0.0 million as of 31 December 2022 (compared to -€0.6 million as of 31 December 2021).
  • Impairment of goodwill (charge of €18.3 million as of 31 December 2022, compared to a charge of €3.5 million on 31 December 2021) resulting from the impairment testing on 31 December 2022. The estimated recoverable amount is negatively impacted by the increase in the discount rate.
  • Deferred taxes in respect of EPRA adjustments (charge of €42.7 million as of 31 December 2022, compared to a charge of €46.5 million on 31 December 2021) include two elements. Deferred taxes (charge of €42.4 million as of 31 December 2022, compared to a charge of €46.2 million on 31 December 2021) arose from the recognition at fair value of buildings located abroad, in conformity with IAS 40. The exit tax (charge of €0.3 million as of 31 December 2022, compared to a charge of €0.3 million as of 31 December 2021) corresponds to the variation between the estimated exit tax at the moment of acquisition of companies and the estimated exit tax at their anticipated merger dates.

Taking into account the non-monetary elements described above, the profit (owners of the parent) amounts to €331.8 million (31 December 2021: €281.8 million). The basic earnings per share (as defined by IAS 33) is €8.71 (31 December 2021: €8.10).

7 That change corresponds to the sum of the positive and negative variations of the fair value of the buildings as of 31 December 2021 or the time of entry of new buildings in the portfolio, and the fair value estimated by the valuation experts as of 31 December 2022. It also includes ancillary acquisition costs and changes in the right of use of plots of land.

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4.4. Consolidated balance sheet

Consolidated balance sheet 31/12/2022 31/12/2021
(x €1,000)
Investment properties including assets classified as held for sale* 5,703,734 4,896,422
Other assets included in debt-to-assets ratio 258,587 258,725
Other assets 123,219 6,720
Total assets 6,085,540 5,161,867
Equity
Equity excl. changes in fair value of hedging instruments* 3,163,877 2,808,488
Effect of the changes in fair value of hedging instruments 118,908 -27,317
Non-controlling interests 6,564 4,226
Equity 3,289,349 2,785,397
Liabilities included in debt-to-assets ratio 2,601,509 2,197,131
Other liabilities 194,682 179,339
Total equity and liabilities 6,085,540 5,161,867
Debt-to-assets ratio (%) 43.6% 42.6%

As of 31 December 2022, investment properties including assets classified as held for sale* represent 94% (31 December 2021: 95%) of the assets recognised on Aedifica's balance sheet, valued in accordance with IAS 408 at €5,704 million (31 December 2021: €4,896 million). This heading includes:

  • Marketable investment properties including assets classified as held for sale* (31 December 2022: €5,449 million; 31 December 2021: €4,687 million) increase in the amount of €763 million. The net growth in the fair value of marketable investment properties is primarily attributable to €426 million from investment operations, to €97 million from the change in the fair value of marketable investment properties, to €323 million from the completion of development projects, and partly compensated by -€35 million from divestment operations and -€48 million from exchange rate differences.
  • Development projects (31 December 2022: €184 million; 31 December 2021: €152 million) consist primarily of investment properties under construction or renovation. They are part of a multi-annual investment programme (see Appendix 4).
  • The right of use related to plots of land held in 'leasehold' in accordance with IFRS 16 (31 December 2022: €70 million; 31 December 2021: €58 million).

The item 'Other assets included in debt-to-assets ratio' includes, amongst other things, goodwill amounting to €143.7 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 mainly includes the 25% stake in Immobe NV which amounts to €40.4 million as of 31 December 2022 (31 December 2021: €40.5 million).

8 The investment properties are represented at their fair value as determined by the valuation experts (Cushman & Wakefield Belgium NV/SA, Stadim BV/SRL, CBRE GmbH, Jones Lang LaSalle SE, Cushman & Wakefield VOF, CBRE Valuation & Advisory Services BV, Cushman & Wakefield Debenham Tie Leung Ltd, Jones Lang LaSalle Finland Oy, JLL Valuation AB, CBRE Unlimited Company and Jones Lang LaSalle España SA).

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The other assets included in the debt-to-assets ratio represent 4% of the total balance sheet (31 December 2021: 5%).

Since Aedifica's incorporation, its capital has increased as a result of various real estate activities (contributions, mergers, etc.) and capital increases in cash. As of 31 December 2022 9 , the Company's capital amounts to €1,052 million (31 December 2021: €958 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:

  • €3,164 million excluding the effect of the changes in fair value of hedging instruments* (31 December 2021: €2,808 million, including the €118.5 million dividend distributed in May 2022);
  • or €3,283 million taking into account the effect of the changes in fair value of hedging instruments (31 December 2021: €2,781 million, including the €118.5 million dividend distributed in May 2022).

As of 31 December 2022, liabilities included in the debt-to-assets ratio (as defined in the Royal Decree of 13 July 2014 on RRECs) reached €2,602 million (31 December 2021: €2,197 million). Of this amount, €2,452 million (31 December 2021: €2,081 million) is effectively drawn on the Company's credit lines. Aedifica's consolidated debt-to-assets ratio amounts to 43.6% (31 December 2021: 42.6%). The table below sets out the Group's additional consolidated debt capacity assuming a debt-to-assets-ratio of 65% (maximum debt-to-assets ratio permitted for Belgian RRECs), 60% (maximum debt-to-assets ratio given Aedifica's existing bank commitments) and 50% (maximum debt-to-assets ratio based on Aedifica's financial policy). The additional consolidated debt capacity is expressed in constant assets (that is, excluding growth in the real estate portfolio), in variable assets (that is, taking into account growth in the real estate portfolio) and as the decrease in the fair value of investment properties that the current balance sheet structure can absorb.

Additional consolidated debt capacity Debt-to-assets ratio
50% 60% 65%
In constant assets (in € million) 380 976 1,274
In variable assets (in € million) 759 2,440 3,640
Decrease in fair value of investment properties (in %) -13.5% -28.9% -34.8%

Other liabilities of €194.7 million (31 December 2021: €179.3 million) primarily represent the fair value of hedging instruments (31 December 2022: €3.9 million; 31 December 2021: €33.3 million) and the deferred taxes (31 December 2022: €164.1 million; 31 December 2021: €121.3 million).

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

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4.5. Net asset value per share

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

Excluding the non-monetary effects (i.e., non-cash) of the changes in fair value of hedging instruments10 and after accounting for the distribution of the 2021 dividend in May 202211 , the net asset value per share based on the fair value of investment properties amounted to €79.38 as of 31 December 2022 (31 December 2021: €74.09 per share).

Net asset value per share (in €) 31/12/2022 31/12/2021
Net asset value after deduction of the 2021 dividend, excl. changes in fair value of hedging
instruments*
79.38 74.09
Effect of the changes in fair value of hedging instruments 2.98 -0.75
Net asset value after deduction of the 2021 dividend 82.37 73.34
Number of shares outstanding (excl. treasury shares) 39,854,966 36,308,157
Number of shares 31/12/2022 31/12/2021
Total number of shares on the stock market ° 39,855,243 36,308,157
Total number of treasury shares 277 0
Number of shares outstanding after deduction of the treasury shares 39,854,966 36,308,157
Weighted average number of shares outstanding (IAS 33) 38,113,384 34,789,526
Number of dividend rights °° 38,152,107 34,851,824

° 74,172 new shares were listed on the stock market on 18 May 2022 (these new shares are entitled to the full 2022 dividend), 2,925,000 new shares on 29 June 2022 (these new shares are entitled to a dividend as from 29 June 2022) and 547,914 new shares on 6 July 2022 (these new shares are entitled to a dividend as from 29 June 2022).

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

10 The effect of the changes in fair value of hedging instruments of +€2.98 per share as of 31 December 2022 is the impact in equity of the fair value of hedging instruments, which is positive for €118.9 million, mainly booked in the assets on the balance sheet.

11 Recall that IFRS requires the presentation of the annual accounts before appropriation. The net asset value of €77.35 per share as at 31 December 2021 (as published in the 2021 Annual Financial Report) thus included the gross dividend distributed in May 2022, and has been adjusted by €3.26 per share in this table so that it can be compared with the net asset value as at 31 December 2022. This amount corresponds to the total amount of dividends paid (€118.5 million), divided by the total number of shares outstanding as of 31 December 2021 (36,308,157).

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5. Outlook and dividend

5.1. Outlook

The Board of Directors continues to pay close attention to the shifting economic, financial and political context, as well as the associated impact on the Group's activities. 2023 is expected to be more of a transition year in which a new balance needs to be found between investment market and operator expectations on the one hand and increased financing costs on the other. This is likely to translate into a slower investment pace as the Group will focus primarily on executing its committed pipeline while maintaining a strong balance sheet and a debt-to-assets ratio of approx. 45%. Benefitting from strong fundamental tailwinds such as the ageing European population and the increasing need for futureproof care properties, healthcare real estate will remain an attractive investment category in the years to come.

On the basis of the currently available information and the projected real estate portfolio, and without any unforeseen developments, the Board of Directors estimates that EPRA Earnings* for the 2023 financial year will amount to €200 million, while EPRA Earnings* per share will amount to €5.03, a 6% increase compared to 2022. The gross dividend for 2023, payable in May 2024, is expected to amount to €3.80 per share.

This outlook is based on the following underlying operational and financial assumptions:

  • Rental income of €308 million, based on organic growth of approx. 4.8% following CPI-linked indexation.
  • Delivery of projects from the committed pipeline of €320 million in 2023.
  • In 2023, the main focus will be on the execution of the committed pipeline with limited assumptions regarding new investments on top of the committed pipeline. These assumptions mainly concern development projects in Finland, where the target remains to invest an annual volume of approx. €100 million. These additional Finnish projects will have no impact on the projected revenue for 2023.
  • Disposal of non-strategic assets during the year for €150 million.
  • Average cost of debt of approx. 2.2% in 2023.
  • Foreign exchange rate assumptions for Pound Sterling and Swedish Krona of 1.12 £/€ and 11.2485 €/SEK, respectively.
  • Following positive feedback received from the Dutch tax authorities in early 2023 on qualification for the FBI requirements in previous years (2016-2020), Aedifica assumes in the budget that the requirements will also be met in the years 2023 and 2024. However, qualification for those years may still be subject to additional review by the tax authorities. Based on currently available information, companies investing directly in real estate might no longer qualify for the FBI regime from January 2025. As explained in section 2.2, the refund of the tax claims in the Dutch subsidiaries for previous years will be recognised in the income statement at the time of receipt of the final corporate tax assessment. In the budget, Aedifica has assumed that in the 2023 financial year the reimbursements for the years 2016 to 2020 will be received and recognised in the income statement, reducing current taxes by €6.1 million. The retroactive impact for the years 2021 and 2022 has not yet been taken into account in 2023 as the timing remains uncertain.

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5.2. Dividend

The dividend will be split between coupon no. 30 (€1.8145, ex-coupon date: 27 June 2022) and coupon no. 31 (€1.8855, to be detached in May 2023). The dividend will be paid out in May 2023, following the approval of the annual accounts by the Annual General Meeting of 9 May 2023. As a RREC investing more than 80% of its portfolio in residential European healthcare real estate, the withholding tax for Aedifica investors amounts to only 15%.

Coupon Period Ex-coupon date Est. payment date Gross dividend Net dividend
30 01/01/2022 – 28/06/2022 27/06/2022 as from 16/05/2023 €1.8145 €1.5423
31 29/06/2022 – 31/12/2022 12/05/2023 as from 16/05/2023 €1.8855 €1.6027

RRECs investing more than 80% of their portfolio in residential European healthcare real estate benefit from a reduced withholding tax rate of 15%. Following Brexit, a transition regime has been provided for UK assets acquired prior to 1 January 2020 so that they can be included in the calculation of the 80% threshold until the end of the 2025 financial year. Therefore, if legislation does not change in the meantime, Aedifica estimates that its shareholders will be able to continue to benefit from the reduced withholding tax of 15% until the 2025 financial year (inclusive).

6. Corporate Social Responsibility

6.1. Green lease agreements

Aedifica commits to attaining net zero emissions for its entire portfolio by 2050 to meet the objectives of the Paris Agreement and thus contribute to addressing the climate crisis. In order to achieve carbon neutrality, Aedifica is implementing a net zero carbon pathway12 . Since a large proportion of companywide emissions relates to so-called 'scope 3 downstream emissions' (mainly due to energy consumed by operators and residents), Aedifica works closely with its operators to meet this objective.

In that respect, Aedifica has developed a common frame of reference for cooperation between the Group and its operators, which includes reciprocal obligations (e.g. sharing energy data, exchanging best practices/experience, refraining from doing construction works that negatively affect the environmental performance of buildings) on the one hand, and recommendations that provide guidance on how to further improve the environmental performance of buildings on the other. This common frame of reference has taken the form of a green lease annex that will become an integral part of the leases in each of the countries in which Aedifica operates.

Since the green lease annex was completed during 2022, more than 17% of the leases in our portfolio have already been updated with the green lease annex.

12 See Aedifica's 2021 CSR report.

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6.2. Ensuring quality of care in our properties

Aedifica's corporate mission is to provide sustainable real estate solutions to our partners so that they can assist and care for people in a safe and well-developed infrastructure that contributes to their dignity and quality of life. As the well-being of the care user is top priority, Aedifica also focuses on the care provided in its homes. As of 2022, the Group is therefore amending lease agreements to include an explicit commitment from tenants to:

  • provide quality care to the residents in the Group's properties in accordance with the fundamental care standards that apply, and
  • subscribe to the ethical principles set out in the Charter for Responsible Supplier Relations.

The Group also makes agreements with its tenants to share reports of care inspections in order to better monitor the quality of care that is provided in its care homes.

Over 32% of the leases in Aedifica's portfolio already include an express commitment to observe the quality-of-care standards and report on care inspection reports.

6.3. Aedifica's Sustainability Bond is included in Bloomberg MSCI Green Bond Index and wins award

In September 2021, Aedifica successfully issued a €500 million Sustainability Bond, connecting its CSR ambitions with its financing strategy. In 2022, this bond was included in the Bloomberg MSCI Green Bond Index, which offers investors an objective measure for fixed income securities issued to fund projects with direct environmental benefits. In addition, the bond won the award for 'Sustainability bond of the year – corporate' at the 2022 Environmental Finance Bond Awards, where it was praised for its clear environmental and social impact on a sector that is more important than ever before.

6.4. Aedifica continues to improve on all of its sustainability scores

Aedifica's ambitious CSR approach is on the right track, as evidenced by the scores of several ESG assessments. In 2022, the GRESB score and MSCI rating increased, while the Sustainalytics Risk Rating continued to decrease and the Group's CSR Report was awarded an EPRA sBPR Gold Award for the third year in a row.

Awards and CSR benchmarks 2022 2021 2020 2019
EPRA sBPR Gold Gold Gold Silver + Most Improved
GRESB 68 ** 66 ** 57* -
Sustainalytics Risk Rating Low (11.1) Low (11.9) Low (17.8) -
MSCI A BBB BB BB

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6.5. Aedifica included in the BEL ESG index

Aedifica's CSR strategy is not only reflected in good scores on ESG assessments. The Group was also rewarded for its efforts with inclusion in the new BEL ESG index. That index comprises the 20 shares on Euronext Brussels that perform best on ESG criteria, based among other things on their Sustainalytics Risk Rating.

6.6. Aedifica is a 'Great Place to Work' for the second year in a row

For the second year in a row, Aedifica conducted an employee survey in collaboration with Great Place to Work. The second participation further expanded the scope of the survey: in addition to employees in Belgium, Germany and the Netherlands, teams in the UK and Sweden were now also surveyed. 82% of staff reported that they were proud to work for Aedifica, with almost nine out of ten employees confirming that they would recommend Aedifica as a great place to work. Following the survey and an in-depth analysis of the company's culture, Aedifica was once again recognised as a 'Great Workplace', allowing it to carry the Great Place to Work® Certified label in 2023 as well. Moreover, the Group is also a 'Great Workplace' in Finland, where a separate survey was organised earlier this year with even better results.

7. Financial calendar13

Financial calendar
2022 Annual Financial Report 05/04/2023
Annual General Meeting 2023 09/05/2023
Interim results 31/03/2023 10/05/2023
Payment dividend relating to the 2022 financial year As from 16/05/2023
Half year results 30/06/2023 02/08/2023
Interim results 30/09/2023 31/10/2023
Annual press release 31/12/2023 February 2024

8. Auditor's report

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

13 These dates are subject to change.

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About Aedifica

Aedifica is a Regulated Real Estate Company under Belgian law specialised in European healthcare real estate, particularly in elderly care. Aedifica has developed a portfolio of more than 620 sites in Belgium, Germany, the Netherlands, the United Kingdom, Finland, Sweden, Ireland and Spain, worth more than €5.7 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 2020, Aedifica has been part of the BEL 20, Euronext Brussels' leading share index. Moreover, since 2023, Aedifica has been part of the BEL ESG, the index tracking companies that perform best on ESG criteria. Aedifica is also included in the EPRA, Stoxx Europe 600 and GPR indices. Aedifica's market capitalisation was approx. €3.2 billion as of 15 February 2023.

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] Bob Boeckx Corporate Communications Manager

T +32 496 279 979 [email protected]

Discover Aedifica's CSR Report

www.aedifica.eu

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Appendices
------------

1. Consolidated income statement

(x €1,000) 31/12/2022 31/12/2021
I. Rental income 273,132 232,118
II. Writeback of lease payments sold and discounted 0 0
III. Rental-related charges -1,589 -686
Net rental income 271,543 231,432
IV. Recovery of property charges 0 0
V. Recovery of rental charges and taxes normally paid by tenants on let properties 3,934 4,244
VI. Costs payable by the tenant and borne by the landlord on rental damage and repair at end
of lease
0 0
VII. Charges and taxes not recovered by the tenant on let properties according to the income
statement
-3,979 -4,128
VIII. Other rental-related income and charges 355 -1,013
Property result 271,853 230,535
IX. Technical costs -3,373 -1,432
X. Commercial costs -29 -61
XI. Charges and taxes on unlet properties -53 -2
XII. Property management costs -4,655 -5,433
XIII. Other property charges -1,110 -667
Property charges -9,220 -7,595
Property operating result 262,633 222,940
XIV. Overheads -33,556 -30,930
XV. Other operating income and charges 597 1,317
Operating result before result on portfolio 229,674 193,327
XVI. Gains and losses on disposals of investment properties 787 534
XVII. Gains and losses on disposals of other non-financial assets 0 0
XVIII. Changes in fair value of investment properties 84,877 160,211
XIX. Other result on portfolio -18,103 -3,540
Operating result 297,235 350,532
XX. Financial income 1,606 843
XXI. Net interest charges -30,651 -27,548
XXII. Other financial charges -7,194 -5,457
XXIII. Changes in fair value of financial assets and liabilities 123,242 14,813
Net finance costs 87,003 -17,349
XXIV. Share in the profit or loss of associates and joint ventures accounted for using the equity
method
2,168 6,371
Profit before tax (loss) 386,406 339,554
XXV. Corporate tax and deferred taxes -54,345 -56,473
XXVI. Exit tax -330 -256
Tax expense -54,675 -56,729
Profit (loss) 331,731 282,825
Attributable to:
Non-controlling interests -47 1,001
Owners of the parent 331,778 281,824
Basic earnings per share (€) 8.71 8.10
Diluted earnings per share (€) 8.71 8.10

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2. Consolidated statement of comprehensive income

(x €1,000) 31/12/2022 31/12/2021
I.
Profit (loss)
331,731 282,825
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
17,972 4,273
D.
Currency translation differences linked to conversion of foreign activities
-38,498 39,626
H.
Other comprehensive income, net of taxes
5,369 3,305
Comprehensive income 316,574 330,029
Attributable to:
Non-controlling interests -47 1,001
Owners of the parent 316,621 329,028

3. Consolidated balance sheet

ASSETS 31/12/2022 31/12/2021
(x €1,000)
I. Non-current assets
A. Goodwill 143,669 161,726
B. Intangible assets 1,857 1,934
C. Investment properties 5,619,701 4,861,062
D. Other tangible assets 2,573 2,369
E. Non-current financial assets 132,322 7,479
F. Finance lease receivables 0 0
G. Trade receivables and other non-current assets 0 0
H. Deferred tax assets 4,662 3,116
I. Equity-accounted investments 40,824 40,522
Total non-current assets 5,945,608 5,078,208
II. Current assets
A. Assets classified as held for sale 84,033 35,360
B. Current financial assets 0 0
C. Finance lease receivables 0 0
D. Trade receivables 23,577 20,434
E. Tax receivables and other current assets 10,273 7,368
F. Cash and cash equivalents 13,891 15,335
G. Deferred charges and accrued income 8,158 5,162
Total current assets 139,932 83,659
TOTAL ASSETS 6,085,540 5,161,867

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EQUITY AND LIABILITIES 31/12/2022 31/12/2021
(x €1,000)
EQUITY
I. Issued capital and reserves attributable to owners of the parent
A. Capital 1,006,881 917,101
B. Share premium account 1,516,108 1,301,002
C. Reserves 428,018 281,244
a. Legal reserve 0 0
b. Reserve for the balance of changes in fair value of investment properties 389,859 224,214
d. Reserve for the balance of changes in fair value of authorised hedging instruments
qualifying for hedge accounting as defined under IFRS
8,945 -12,784
e. Reserve for the balance of changes in fair value of authorised hedging instruments not
qualifying for hedge accounting as defined under IFRS
-11,193 -26,872
f. Reserve of exchange differences relating to foreign currency monetary items -451 72
g. Foreign currency translation reserves -13,629 24,869
h. Reserve for treasury shares -31 0
j. Reserve for actuarial gains and losses of defined benefit pension plans -99 0
k. Reserve for deferred taxes on investment properties located abroad -71,715 -24,696
m. Other reserves 250 3,015
n. Result brought forward from previous years 117,023 87,532
o. Reserve- share NI & OCI of equity method invest 9,059 5,894
D. Profit (loss) of the year 331,778 281,824
Equity attributable to owners of the parent 3,282,785 2,781,171
II. Non-controlling interests 6,564 4,226
TOTAL EQUITY 3,289,349 2,785,397
LIABILITIES
I. Non-current liabilities
A. Provisions 0 0
B. Non-current financial debts 2,017,256 1,756,679
a. Borrowings 1,240,399 959,522
c. Other 776,857 797,157
C. Other non-current financial liabilities 82,232 96,154
a. Authorised hedges 3,858 33,326
b. Other 78,374 62,828
D. Trade debts and other non-current debts 375 500
E. Other non-current liabilities 0 0
F. Deferred tax liabilities 164,117 121,283
Non-current liabilities 2,263,980 1,974,616
II. Current liabilities
A. Provisions 0 0
B. Current financial debts 435,164 324,398
a. Borrowings 172,164 48,398
c. Other 263,000 276,000
C. Other current financial liabilities 3,487 2,616
D. Trade debts and other current debts 66,853 50,109
a. Exit tax 5,990 298
b. Other 60,863 49,811
E. Other current liabilities 0 0
F. Accrued charges and deferred income 26,707 24,731
Total current liabilities 532,211 401,854
TOTAL LIABILITIES 2,796,191 2,376,470
TOTAL EQUITY AND LIABILITIES 6,085,540 5,161,867

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4. Overview of the investment programme

Projects and renovations
(in € million) 1
Operator Current
budget
Invest. as of
31/12/2022
Future
invest.
Projects in progress 532 182 354
Completion 2023 252 151 101
BE 4 2 2
Bois de la Pierre Pierre Invest SA 3 2 1
In de Gouden Jaren Emera 1 0 1
DE
Am Stadtpark
Vitanas 52
7
30
6
22
1
Rosengarten Vitanas 10 7 3
Seniorenquartier Gera 2,3 Specht Gruppe 16 5 11
Haus Marxloh Procuritas 4 2 2
Seniorenquartier Langwedel 2,3 EMVIA Living 3 2 1
Seniorenquartier Sehnde 2,3 EMVIA Living 12 8 4
NL
Villa Meirin 2
Korian Netherlands 25
7
17
7
8
0
Alphen Raadhuisstraat 2,5 Stichting Fundis 5 2 2
Waarder Molendijk 2,5 Stichting Fundis 5 3 2
HGH Amersfoort 7 Korian Netherlands 1 1 0
Tiel Bladergroenstraat 2 Saamborgh 7 3 4
UK 45 26 20
Burlington projects Burlington 0 0 0
Le Petit Bosquet LV Care Group 3 2 1
St. Joseph's
Lavender Villa
LV Care Group
LV Care Group
6
6
5
1
1
5
Sleaford Ashfield Road 2 Torsion Care 13 5 8
Whitby Castle Road 2 Danforth 18 13 5
FI 61 26 35
Finland – pipeline 'childcare centres' Multiple tenants 15 4 11
Finland – pipeline 'elderly care homes' Multiple tenants 15 5 11
Finland – pipeline 'other' Multiple tenants 31 18 13
IE
Tramore Nursing Home 7
Mowlam Healthcare 66
15
50
14
16
1
Kilbarry Nursing Home Mowlam Healthcare 14 10 5
Kilkenny Nursing Home Mowlam Healthcare 14 10 5
St. Doolagh's 2 Coolmine Caring Services Group 17 14 3
Altadore Virtue 1 0 1
Millbrook Manor Coolmine Caring Services Group 4 3 1
Completion 2024 221 29 196
BE 10 0 10
Résidence Véronique Vulpia 10 0 10
DE
Am Parnassturm
Vitanas 63
4
3
1
60
3
Sz Berghof Azurit 2 0 2
Sz Talblick Azurit 1 0 1
Stadtlohn 2,4 Specht Gruppe 15 1 15
Fredenbeck 2,4 Specht Gruppe 13 2 12
Hamburg-Rissen 2,4 EMVIA Living 13 0 13
Uetze 2,4 EMVIA Living 15 0 15
NL
Het Gouden Hart Almere 2,6
Korian Netherlands 7
7
1
1
6
6
UK 29 8 22
Burlington projects Burlington 1 0 1
St Mary's Lincoln Burlington 13 4 9
York Bluebeck Drive Torwood Care 15 4 11
FI 17 0 16
Finland – pipeline 'other' Multiple tenants 17 0 16
SE
Sweden – pipeline 2024
Multiple tenants 23
23
3
3
20
20
IE 60 13 52
Dublin Stepaside 2 Virtue 26 5 26
Dunshaughlin Business Park Grace Healthcare 19 8 11
Sligo Finisklin Road Coolmine Caring Services Group 16 1 15
ES 12 1 11
Tomares Miró Neurocare Home 12 1 11
Completion 2025 59 2 57
BE 19 0 19
Militza Gent
DE
My-Assist 19
23
0
1
19
22
Bavaria Senioren- und Pflegeheim Auriscare 1 0 0
Am Marktplatz Vitanas 2 0 2
Seniorenquartier Gummersbach 2,3 Specht Gruppe 20 1 20
FI 17 1 16
Finland – pipeline 'childcare centres' Multiple tenants 17 1 16

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Projects and renovations
(in € million) 1
Operator Current
budget
Invest. as of
31/12/2022
Future
invest.
Projects subject to outstanding conditions/forward purchases 135 5 134
Completion 2023 64 1 64
NL 5 0 5
Residence Coestraete 2 Valuas 5 0 5
UK 15 1 15
Dawlish Maria Mallaband 15 1 15
SE 5 0 5
Singö 10:2 Stockholms Stadsmission 3 0 3
Bergshammar Ekeby 6:66 MoGård 3 0 3
IE 38 0 38
Clondalkin Nursing Home Bartra Healthcare 38 0 38
Completion 2024 57 3 57
BE 17 0 17
Résidence le Douaire Vulpia 17 0 17
UK 40 3 40
Hooton Road Sandstone Care Group 14 0 14
Spaldrick House LV Care Group 11 0 11
Biddenham St James MMCG 15 3 15
Completion 2025 7 0 7
BE 7 0 7
Renovation project Orpea Brussels Orpea 7 0 7
Completion 2026 2 0 2
BE 2 0 2
Renovation project Orpea Brussels Orpea 2 0 2
Completion 2027 4 0 4
BE 4 0 4
Renovation project Orpea Brussels Orpea 4 0 4
Land reserve 4 4 0
TOTAL INVESTMENT PROGRAMME 671 191 489
Changes in fair value -10
Roundings & other 3
On balance sheet 184

1 The figures in this table are rounded amounts. The sum of certain figures might therefore not correspond to the stated total. Amounts in £ and SEK were converted into € based on the exchange rate of 31 December 2022 (1.12845 £/€ and 0.08952 SEK/€).

2 Although still under construction, the sites often already generate limited rental income, 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 This project is being developed within the joint venture with Dunavast-Sonneborgh, in which Aedifica holds a 75% stake.

6 These projects are being 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.

7 This project has already been completed after 31 December 2022 (see section 2.2 above).

Approx. €18 million need to be added to the total investment budget given the announcement of new projects after 31 December 2022 (see section 2.2 above). Of the total investment budget, €16 million has already been carried out since 31 December 2022 (see section 2.2 above).

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

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 for many years. 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 (*). Performance measures defined by IFRS standards or by Law are not considered to be APMs, neither are those that are not based on the consolidated income statement or the balance sheet. The definition of APMs, as applied to Aedifica's financial statements, may differ from those used in the financial statements of other companies.

5.1. Investment properties

(x €1,000) 31/12/2022 31/12/2021
Marketable investment properties 5,365,071 4,651,161
+ Right of use of plots of land 70,335 57,947
+ Development projects 184,295 151,954
Investment properties 5,619,701 4,861,062
+ Assets classified as held for sale 84,033 35,360
Investment properties including assets classified as held for sale. or
real estate portfolio
5,703,734 4,896,422
- Development projects -184,295 -151,954
Marketable investment properties including assets classified as held for sale*. or investment
properties portfolio
5,519,439 4,744,468

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.

(x €1,000) 2022.01-
2022.12
2021.01-
2021.12
Rental income 273,132 232,118
- Scope changes -55,048 -22,846
= Rental income on a like-for-like basis* 218,084 209,272

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

31/12/2022
(x €1,000) BE DE NL UK FI SE IE ES Non
allocated
Inter
segment
items°
TOTAL
SEGMENT RESULT
Rental income (a) 67,432 56,738 33,571 57,472 44,725 3,917 9,245 32 - - 273,132
Net rental income (b) 67,080 56,369 32,884 57,324 44,695 3,914 9,245 32 - - 271,543
Property result (c) 67,092 56,295 32,928 57,318 45,180 3,763 9,245 32 - - 271,853
Property operating result (d) 66,448 54,745 30,883 55,359 42,624 3,435 9,107 32 - - 262,633
OPERATING RESULT
BEFORE RESULT ON
PORTFOLIO (e)
66,448 54,745 30,883 55,359 42,624 3,435 9,107 32 -32,959 - 229,674
Operating margin* (d)/(b) 96.7%
EBIT margin* (e)/(b) 84.6%
Operating charges* (e)-(b) 41,869
31/12/2021
(x €1,000) BE DE NL UK FI SE IE ES Non
allocated
Inter
segment
items°
TOTAL
SEGMENT RESULT
Rental income (a) 62,548 44,971 30,429 49,911 39,797 1,958 2,504 - - - 232,118
Net rental income (b) 62,548 44,969 29,734 49,836 39,883 1,958 2,504 - - - 231,432
Property result (c) 62,562 44,866 29,142 49,937 39,613 1,911 2,504 - - - 230,535
Property operating result (d) 61,945 43,699 28,109 46,888 37,991 1,818 2,490 - - - 222,940
OPERATING RESULT
BEFORE RESULT ON
PORTFOLIO (e)
61,945 43,699 28,109 46,888 37,991 1,818 2,490 - -29,613 - 193,327
Operating margin* (d)/(b) 96.3%

Operating charges* (e)-(b) 38,105

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

(x €1,000) 31/12/2022 31/12/2021
XX. Financial income 1,606 843
XXI. Net interest charges -30,651 -27,548
XXII. Other financial charges -7,194 -5,457
Financial result excl. changes in fair value of financial instruments* -36,239 -32,162

5.5. Interest rate

(x €1,000) 31/12/2022 31/12/2021
Weighted average financial debts (a) 2,263,976 1,906,683
XXI. Net interest charges -30,651 -27,548
Reinvoiced interests (included in XX. Financial income) 1,183 327
Interest cost related to leasing debts booked in accordance with IFRS 16 951 984
Annualised net interest charges (b) -28,517 -26,237
Average cost of debt* (b)/(a) 1.3% 1.4%
Commitment fees -3,437 -2,785
Annualised net interest charges (incl. commitment fees) (c) -31,954 -29,022
Average cost of debt* (incl. commitment fees) (c)/(a) 1.4% 1.5%

5.6. Equity

(x €1,000) 31/12/2022 31/12/2021
Equity attributable to owners of the parent 3,282,785 2,781,171
- Effect of the distribution of the 2021 dividend 0 -118,496
Sub-total excl. effect of the distribution of the 2021 dividend 3,282,785 2,662,675
- Effect of the changes in fair value of hedging instruments -118,908 27,317
Equity excl. changes in fair value of hedging instruments* 3,163,877 2,689,992

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5.7. Key performance indicators according to the EPRA principles

Aedifica is committed to standardising reporting to improve the quality and comparability of information and makes most of the indicators recommended by EPRA available to its investors. The following indicators are considered to be APMs:

5.7.1. EPRA Earnings*

EPRA Earnings* 31/12/2022 31/12/2021
x €1,000
Earnings (owners of the parent) per IFRS income statement 331,778 281,824
Adjustments to calculate EPRA Earnings*, exclude:
(i) Changes in value of investment properties, development properties held for investment and
other interests
-84,877 -160,211
(ii) Profits or losses on disposal of investment properties, development properties held for
investment and other interests
-787 -534
(iii) Profits or losses on sales of trading properties including impairment charges in respect of
trading properties
0 0
(iv) Tax on profits or losses on disposals 0 559
(v) Goodwill impairment 18,103 3,540
(vi) Changes in fair value of financial instruments and associated close-out costs -123,242 -14,813
(vii) Acquisition costs on share deals and non-controlling joint venture interests (IFRS 3) 0 0
(viii) Deferred taxes in respect of EPRA adjustments 42,705 46,452
(ix) Adjustments (i) to (viii) above in respect of joint ventures -1,806 -6,011
(x) Non-controlling interests in respect of the above -488 673
Roundings 0 0
EPRA Earnings* (owners of the parent) 181,386 151,479
Number of shares (Denominator IAS 33) 38,113,384 34,789,526
EPRA Earnings per Share (EPRA EPS - in €/share) 4.76 4.35
EPRA Earnings diluted per Share (EPRA diluted EPS - in €/share) 4.76 4.35

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5.7.2. EPRA Net Asset Value indicators

Situation as per 31 December 2022 EPRA Net
Reinstatement
EPRA Net
Tangible
EPRA Net
Disposal
Value* Assets* Value*
x €1,000
NAV per the financial statements (owners of the parent) 3,282,785 3,282,785 3,282,785
NAV per the financial statements (in €/share) (owners of the parent) 82.37 82.37 82.37
(i) Effect of exercise of options, convertibles and other equity interests
(diluted basis)
772 772 772
Diluted NAV, after the exercise of options, convertibles and other
equity interests
3,282,013 3,282,013 3,282,013
Include:
(ii.a) Revaluation of investment properties (if IAS 40 cost option is used) 0 0 0
(ii.b) Revaluation of investment properties under construction (IPUC)
(if IAS 40 cost option is used)
0 0 0
(ii.c) Revaluation of other non-current investments 0 0 0
(iii) Revaluation of tenant leases held as finance leases 0 0 0
(iv) Revaluation of trading properties 0 0 0
Diluted NAV at Fair Value 3,282,013 3,282,013 3,282,013
Exclude:
(v) Deferred taxes in relation to fair value gains of IP 159,238 159,238
(vi) Fair value of financial instruments -118,908 -118,908
(vii) Goodwill as a result of deferred taxes 45,161 45,161 45,161
(vii.a) Goodwill as per the IFRS balance sheet -188,830 -188,830
(vii.b) Intangibles as per the IFRS balance sheet -1,857
Include:
(ix) Fair value of fixed interest rate debt 206,173
(ix) Revaluation of intangibles to fair value 0
(xi) Real estate transfer tax 288,748 0
Include/exclude:
Adjustments (i) to (v) in respect of joint venture interests 0 0 0
Adjusted net asset value (owners of the parent) 3,656,251 3,176,816 3,344,516
Number of shares outstanding (excl. treasury shares) 39,854,966 39,854,966 39,854,966
Adjusted net asset value (in €/share) (owners of the parent) 91.74 79.71 83.92
(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
4,258,625 77% 100%

16 February 2023 – before opening of markets Under embargo until 07:30 CET

Situation as per 31 December 2021 EPRA Net
Reinstatement
Value*
EPRA Net
Tangible
Assets*
EPRA Net
Disposal
Value*
x €1,000
NAV per the financial statements (owners of the parent) 2,662,675 2,662,675 2,662,675
NAV per the financial statements (in €/share) (owners of the parent) 73.34 73.34 73.34
(i) Effect of exercise of options, convertibles and other equity interests
(diluted basis)
2,235 2,235 2,235
Diluted NAV, after the exercise of options, convertibles and other
equity interests
2,660,440 2,660,440 2,660,440
Include:
(ii.a) Revaluation of investment properties (if IAS 40 cost option is used) 0 0 0
(ii.b) Revaluation of investment properties under construction (IPUC) (if
IAS 40 cost option is used)
0 0 0
(ii.c) Revaluation of other non-current investments 0 0 0
(iii) Revaluation of tenant leases held as finance leases 0 0 0
(iv) Revaluation of trading properties 0 0 0
Diluted NAV at Fair Value 2,660,440 2,660,440 2,660,440
Exclude:
(v) Deferred taxes in relation to fair value gains of IP 118,586 118,586
(vi) Fair value of financial instruments 27,317 27,317
(vii) Goodwill as a result of deferred taxes 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 -1,934
Include:
(ix) Fair value of fixed interest rate debt 9,535
(ix) Revaluation of intangibles to fair value 0
(xi) Real estate transfer tax 238,203 0
Include/exclude:
Adjustments (i) to (v) in respect of joint venture interests 0 0 0
Adjusted net asset value (owners of the parent) 3,089,707 2,642,684 2,508,249
Number of shares outstanding (excl. treasury shares) 36,308,157 36,308,157 36,308,157
Adjusted net asset value (in €/share) (owners of the parent) 85.10 72.78 69.08
(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
3,584,425 75% 100%

The EPRA NRV*, EPRA NTA* and EPRA NDV* values in euro and euro per share as of 31 December 2021 (presented in the table above) were adjusted by €118,496 k (or €3.26 per share) in comparison to the figures published in the 2021 Annual Financial Report, so that they can be compared with the values as of 31 December 2022. This adjustment corresponds to the 2021 gross dividend, which was distributed in May 2022.

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5.7.3. EPRA Net Initial Yield (NIY) and EPRA Topped-up NIY

EPRA Net Initial Yield (NIY)
and EPRA Topped-up NIY
31/12/2022
BE DE NL UK FI SE IE ES Total
x €1,000
Investment properties –
wholly owned
1,290,741 1,193,837 654,940 960,611 1,016,577 79,010 348,670 4,980 5,549,366
Investment properties –
share of JVs/Funds
- - - - - - - - 0
Trading properties (including share
of JVs)
12,197 38,360 - 33,476 0 - - - 84,033
Less: developments -3,548 -34,631 -14,838 -34,347 -31,777 -2,130 -59,544 -3,480 -184,295
Completed property portfolio 1,299,390 1,197,566 640,102 959,740 984,800 76,880 289,126 1,500 5,449,104
Allowance for estimated
purchasers' costs
32,764 84,833 52,834 63,715 24,620 1,171 28,781 30 288,748
Gross up completed property
portfolio valuation
1,332,154 1,282,399 692,936 1,023,455 1,009,420 78,051 317,907 1,530 5,737,852
Annualised cash passing rental
income
70,104 59,932 34,805 57,264 50,588 3,866 14,023 75 290,658
Property outgoings° -611 -1,596 -1,976 -1,965 -2,070 -479 -138 - -8,835
Annualised net rents 69,494 58,336 32,830 55,298 48,518 3,387 13,885 75 281,822
Add: notional rent expiration of
rent free periods or other lease
incentives
776 1,171 1,237 4,065 1,191 0 1,356 - 9,795
Topped-up net annualised rent 70,269 59,507 34,067 59,363 49,708 3,387 15,241 75 291,618
EPRA NIY (in %) 5.2% 4.5% 4.7% 5.4% 4.8% 4.3% 4.4% 0.0% 4.9%
EPRA Topped-up NIY (in %) 5.3% 4.6% 4.9% 5.8% 4.9% 4.3% 4.8% 0.0% 5.1%

° The scope of the real-estate charges to be excluded for calculating the EPRA Net Initial Yield is defined in the EPRA Best Practices and does not correspond to 'real-estate charges' as presented in the consolidated IFRS accounts.

EPRA Net Initial Yield (NIY)
and EPRA Topped-up NIY
31/12/2021
BE DE NL UK FI SE IE ES Total
x €1,000
Investment properties –
wholly owned
1,218,690 1,102,436 587,375 825,057 881,952 79,350 105,755 2,500 4,803,115
Investment properties –
share of JVs/Funds
0 0 0 0 0 0 - - 0
Trading properties (including share
of JVs)
0 0 0 6,660 28,700 0 - - 35,360
Less: developments -5,473 -44,923 -23,270 -10,051 -50,802 -1,021 -13,914 -2,500 -151,954
Completed property portfolio 1,213,217 1,057,513 564,105 821,666 859,850 78,329 91,841 - 4,686,521
Allowance for estimated
purchasers' costs
30,615 75,350 45,785 54,636 21,496 1,193 9,127 - 238,203
Gross up completed property
portfolio valuation
1,243,832 1,132,863 609,890 876,302 881,346 79,522 100,968 - 4,924,724
Annualised cash passing rental
income
62,397 51,538 31,208 49,617 45,805 3,892 4,680 - 249,136
Property outgoings° -627 -1,319 -1,623 -2,949 -1,875 -141 -14 - -8,547
Annualised net rents 61,770 50,219 29,585 46,668 43,930 3,751 4,666 - 240,589
Add: notional rent expiration of
rent free periods or other lease
incentives
1,478 3,676 47 3,250 713 0 200 - 9,364
Topped-up net annualised rent 63,248 53,895 29,632 49,918 44,643 3,751 4,866 - 249,953
EPRA NIY (in %) 5.0% 4.4% 4.9% 5.3% 5.0% 4.7% 4.6% - 4.9%
EPRA Topped-up NIY (in %) 5.1% 4.8% 4.9% 5.7% 5.1% 4.7% 4.8% - 5.1%

° The scope of the real-estate charges to be excluded for calculating the EPRA Net Initial Yield is defined in the EPRA Best Practices and does not correspond to 'real-estate charges' as presented in the consolidated IFRS accounts.

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5.7.4. EPRA Vacancy Rate

Investment properties –
Rental data
31/12/2022
Gross rental
income¹
Net rental
income²
Lettable
space (in m²)
Contractual
rents³
Estimated rental
value (ERV) on
empty spaces
Estimated
rental value
(ERV)
EPRA
Vacancy rate
(in %)
x €1,000
Segment
Belgium 66,273 65,641 534,633 70,880 - 65,644 0.0%
Germany 54,204 52,580 570,274 61,103 - 58,542 0.0%
Netherlands 32,884 30,883 355,370 36,043 692 37,287 1.9%
United Kingdom 54,820 52,855 310,210 61,328 - 58,474 0.0%
Finland 44,555 42,484 257,350 51,779 561 55,513 1.0%
Sweden 3,914 3,435 17,323 3,866 - 4,030 0.0%
Ireland 9,245 9,107 96,816 15,379 - 14,743 0.0%
Spain 32.00 32.00 8,449.00 75.00 - 75.00 0.0%
Total marketable investment
properties
265,927 257,017 2,150,425 300,453 1,253 294,308 0.4%
Reconciliation to income
statement
Properties sold during the
2022 financial year
330 330
Properties held for sale 5,286 5,286
Other Adjustments - -
Total marketable investment
properties
271,543 262,633
Investment properties –
Rental data
31/12/2021
Gross rental
income¹
Net rental
income²
Lettable
space (in m²)
Contractual
rents³
Estimated rental
value (ERV) on
empty spaces
Estimated
rental value
(ERV)
EPRA
Vacancy rate
(in %)
x €1,000
Segment
Belgium 62,548 61,945 507,461 63,875 - 62,385 0.0%
Germany 44,969 43,699 588,686 55,214 - 54,917 0.0%
Netherlands 29,132 27,457 348,223 31,255 661 31,514 2.1%
United Kingdom 48,575 45,627 289,471 52,867 - 50,771 0.0%
Finland 38,276 36,384 221,756 46,518 563 44,799 1.3%
Sweden 1,958 1,818 15,991 3,892 - 4,043 0.0%
Ireland 2,504 2,490 43,070 4,880 - 4,759 0.0%
Spain - - - - - - 0.0%
Total marketable investment
properties
227,962 219,420 2,014,658 258,500 1,223 253,188 0.5%
Reconciliation to income
statement
Properties sold during the
2021 financial year
1,175 1,225
Properties held for sale 2,295 2,295
Other Adjustments - -
Total marketable investment
properties
231,432 222,940
  1. The total 'gross rental income' defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the 'net rental income' of the consolidated IFRS accounts.

  2. The total 'net rental income' defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the 'property operating result' of the

consolidated IFRS accounts. 3. The current rent at the closing date plus future rent on leases signed as at 31 December 2022 or 31 December 2021.

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5.7.5. EPRA Cost Ratios*

EPRA Cost ratios*
(x €1,000)
31/12/2022 31/12/2021
Administrative/operating expense line per IFRS statement -43,458 -38,791
Rental-related charges -1,589 -686
Recovery of property charges 0 0
Charges and taxes not recovered by the tenant on let properties -45 116
Other rental-related income and charges 355 -1,013
Technical costs -3,373 -1,432
Commercial costs -29 -61
Charges and taxes on unlet properties -53 -2
Property management costs -4,655 -5,433
Other property charges -1,110 -667
Overheads -33,556 -30,930
Other operating income and charges 597 1,317
EPRA Costs (including direct vacancy costs)* (A) -43,458 -38,791
Charges and taxes on unlet properties 53 2
EPRA Costs (excluding direct vacancy costs)* (B) -43,405 -38,789
Gross Rental Income (C) 273,132 232,118
EPRA Cost Ratio (including direct vacancy costs)* (A/C) 15.9% 16.7%
EPRA Cost Ratio (excluding direct vacancy costs)* (B/C) 15.9% 16.7%
Overhead and operating expenses capitalised (including share of joint ventures) 422 618

Aedifica capitalises some project management costs.

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