Aedifica SA

Earnings Release • Nov 12, 2013

12 November 2013 – After closing of markets Under embargo until 17:40 CET

Interim statement of the Board of Directors 1st quarter 2013/2014

• 5 buildings added to the portfolio since 1 July 2013, amounting to approx. €57 million: - 4 rest homes:
• Seniorenzentrum AGO Herkenrath in Germany,
• Salve in Brasschaat,
• Plantijn in Kapellen,
• Hestia in Wemmel and
• 1 apartment building:
  • Stephanie's Corner in Brussels.
• 97.2% occupancy rate for the unfurnished portion of the portfolio (total less furnished apartments) as of 30 September 2013 and 79.4% for the furnished portion
• 5% increase in consolidated rental income as compared to 30 September 2012
• €682 million fair value of investment properties as of 30 September 2013
• 39% debt-to-assets ratio as of 30 September 2013

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1. Summary of the activities Since 1 July 2013

Aedifica's investment strategy is built on two underlying demographic trends, namely population growth in Belgium's main cities and population ageing. These two trends have helped build market confidence in the Company as demonstrated by the evolution of the stock price over the 1st quarter, rising from €47.50 as (30 June 2013) to €51.00 per share (30 September 2013).

Since the capital increase of December 2012 Aedifica has announced a series of new investments totalling €129 million as of 21 October 2013 (see Annex 1). These investments have been concentrated mainly in the senior housing segment, including acquisitions in the Belgium market and, beginning for the first time in 2013, beyond the country's borders as well.

Not only is the acquisition of a rest home near Cologne (realised on 1 August 2013) Aedifica's first investment abroad since the Company was created in 2005, it is also the first investment of any Belgian REIT in the German market. The investment is consistent with Aedifica's strategy in the senior housing segment; it allows for better diversification of tenants and extends the Company's operations in a market which tends to structure itself at a European level. This first operation abroad also follows changes in Belgian law which recently opened to include the European market to residential Belgian REITs, while fixing the rate of withholding tax on dividends they distribute at 15% (compared to 25% for dividends distributed by other types of REITs).

In Belgium, the current quarter under review was marked by the acquisition of two rest homes in Brasschaat and in Kapellen. These marketable investment properties (€16 million) are only the beginning of important renovation and extension projects foreseen (budget of €16 million). Moreover, with completion of the 222-bed Wemmel site (approx. €20 million budget), the rest home is now the largest in Aedifica's portfolio. These projects fit perfectly with Aedifica's investment strategy in the senior housing segment, which aims to improve existing sites and develop new projects in partnership with tenants/operators. This strategy allows the Company to maintain a portfolio of high quality buildings that generate attractive yields of approx. 6%. Moreover, Aedifica recently acquired an apartment building ideally located in Brussels (at the heart of the Louise district). This is the first apartment building acquired in the last 2 years, generating an initial gross rental yield of more than 5%.

The fair value of investment properties during the quarter under review exceeded €650 million, reaching €682 million by 30 September 2013 (€643 million at the beginning of the period).

Along with its investment activities, Aedifica continues to manage its existing real estate portfolio in light of the unstable economic context that has remained since 2008. The Company's portfolio consists of:

• hotels (which now represent a residual, non-strategic segment for Aedifica, in light of conditions which will come into effect on 1 January 2015 that make it more difficult to benefit from the reduced withholding tax available to residential REITs),
• apartment buildings (consisting of unfurnished apartment buildings and furnished apartment buildings), and
• senior housing (which represents the most significant segment both in terms of rental income and fair value, and is less sensitive to the current economic situation).

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This portfolio provides for excellent rental incomes, which amount to €9.5 million as of 30 September 2013 (€9.0 million one year earlier). This income level is supported by high occupancy rates of 97.2% for the unfurnished portion of the portfolio and 79.4% for the furnished portion.

The "non-cash" elements of the income statement (change in fair value of investment properties and change in fair value of hedging instruments) represent a net unrealised capital gain of €1 million.

Aedifica's debt-to-assets ratio amounts to 39% as of 30 September 2013 (36% as of 30 June 2013).

At the end of the 1st quarter of the financial year, Aedifica is slightly ahead of quarterly forecasts (both in terms of rental income and in terms of profit excluding IAS 39 and IAS 40) derived from the annual outlook for the 2013/2014 financial year as presented in the annual financial report 2012/2013 (section 11.2 of the consolidated Board of Directors' report).

In conclusion, note that new investment opportunities are currently under consideration, in both Belgium and Germany. These potential investments are fully aligned with the Company's investment strategy, which is highly favoured by the market.

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2. Important events

2.1. Acquisitions and completions

2.1.1. Seniorenzentrum AGO Herkenrath (Bergisch Gladbach, North Rhine-Westphalia, Germany)

Recall that, on 20 June 2013 in front of the notary in Frankfurt, Aedifica signed a purchase agreement for the "Seniorenzentrum AGO Herkenrath" rest home in Bergisch Gladbach in North Rhine-Westphalia (Germany). This agreement was subject to the usual outstanding conditions in Germany (mainly of administrative nature) which were lifted in July 2013. The purchase price (€8 million) was paid at that moment, and the property and the full use of the buildings was automatically acquired by Aedifica SA on 1 August 2013.

"Seniorenzentrum AGO Herkenrath"

2.1.2. Salve and Plantijn (Brasschaat and Kapellen, province of Antwerp)

Aedifica acquired (together with its subsidiary, Aedifica Invest SA) of all shares of the limited liability company Patrius Invest on 29 August 2013. Patrius is the owner of two rest homes in the province of Antwerp: "Salve" in Brasschaat and "Plantijn" in Kapellen.

The "Salve" rest home is located at the heart of a residential district in Brasschaat. This 120-bed rest home is operated by the Armonea group (a major player in the senior care market) under a 27-year triple net long lease (that began in June 2013). The contractual value amounts to approximately €8 million and will generate an initial triple net yield of 6%. In addition, a 2-phase development project is in progress at the site, consisting of the demolition and reconstruction of the old section of the rest home (dating back to the beginning of the 20th century) and the complete renovation of the newer sections (two buildings dated 1979 and 1997). The delivery of phase I is expected in spring 2014.

The "Plantijn" rest home is located in a residential district close to the centre of Kapellen. The rest home comprises 110 beds and is operated by the Armonea group under a 27-year triple net long lease (that began in June 2013). The contractual value amounts to approximately €8 million and will

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generate an initial triple net yield of 6%. In addition, a development project is planned for the site. This project includes the renovation of existing buildings (namely a building dating back to the beginning of the 20th century and more modern expansions added in 1972 and 1986) and the expansion of the site with construction of a new building on a plot of land next to the rest home. The development permit has already been obtained for this project. Exact plans, including the expected completion date, have not yet been finalised.

"Plantijn"

The total investment budget (fixed in the contracts) for the renovation and expansion works at these two sites amounts to approximately €16 million. These additional investments will, upon completion, generate a triple net yield of approx. 6%.

2.1.3. Hestia (Wemmel, province of Flemish Brabant)

Construction of the new "Hestia" rest home, located in Wemmel (in the province of Flemish Brabant), was completed on 29 August 2013.

The rest home is located in close proximity to Brussels in a residential area of Wemmel. With a total capacity of 222 beds, it is the largest rest home in Aedifica's portfolio. The site is operated by the Soprim@ group under a 27-year triple net long lease. The contractual value amounts to approximately €22 million (including the land acquisition and building construction) and will generate an initial triple net yield of 6%.

The project was carried out on behalf of Aedifica in the context of an agreement in principle signed with the Soprim@ group on 21 February 2011.

¹ Illustration: © 2013 - Soprim@

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2.1.4. Seniorenzentrum AGO Dresden and Seniorenzentrum AGO Kreischa (Dresde and Kreischa, Saxony, Germany)

Aedifica signed the purchase agreements for two rest homes in Germany on 12 September 2013. Signed in front of the notary in Frankfurt, the agreements are subject to the usual outstanding conditions in Germany (mainly of administrative nature). The conditions should be lifted during the course of the 2nd quarter of the 2013/2014 financial year, at which time the purchase price will be paid and the property and full use of the buildings automatically acquired.

The acquisition will be financed using Aedifica's credit facilities and by taking over existing credit facilities (granted by the Bank für Sozialwirtschaft) attached to the building.

The "Seniorenzentrum AGO Dresden" is located in a residential area of the beautiful baroque city of Dresden, the capital of Saxony. It is close to shops and public transportation and a main artery of the Löbtau district. Built in 2012, it contains 116 beds in 107 rooms.

"Dresden"

The "Seniorenzentrum AGO Kreischa" is located in a bucolic environment in the commune of Kreischa in Saxony, approx. ten kilometres from the city of Dresden. The rest home benefits from an excellent location along the Kurpark (the central park of Kreischa), close to shops, the town hall and the Klinik Bavaria (one of most important rehabilitation clinics in the country). Built in 2011, it contains 84 beds in 77 rooms.

"Kreischa"

These two establishments are operated by subsidiaries of the AGO Betriebsgesellschaft für Sozialeinrichtungen mbH ("AGO group"). The contracts in place with the operator are irrevocable long term leases with double net structure, meaning the repair and maintenance of the roof, structure and facades of the building remains the responsibility of the owner. The average remaining lease maturity of the two leases is approx. 23 years. Given the good quality of the buildings, the initial gross rental yield (double net) for the two rest homes will amount to approx. 7.5%. The contractual value of the two buildings will amount to approx. €13 million.

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The AGO group is a quality operator in the healthcare industry and has an excellent reputation in the German market. It operates more than ten establishments and has its headquarters in Cologne.

2.1.5. Stephanie's Corner (Brussels)

Aedifica acquired (together with its subsidiary, Aedifica Invest SA) all shares of the limited liability company Immo Dejoncker on 21 October 2013. Immo Dejoncker is the owner of the "Stephanie's Corner" apartment building in Brussels.

"Stephanie's Corner" comprises 27 apartments, 3 commercial spaces and a 27-space underground parking lot. The building (dated 2007) is located between rue Jean Stas and rue Dejoncker. This is an excellent location at the heart of the Louise district in Brussels, near to shops and public transportation links (trams and metros). The apartments are rented to private persons on the basis of traditional residential leases while commercial spaces are rented under commercial leases. The contractual value of the building amounts to approximately €10 million (i.e. an acquisition value well below 3.000€/m² for the apartments) and will generate an initial gross rental yield above 5%.

"Stephanie's Corner"

2.2. Other events

2.2.1. Financing

On 1 August 2013, Aedifica took over an existing credit facility of €6 million (with the Bank für Sozialwirtschaft) attached to the building "Seniorenzentrum AGO Herkenrath", which will mature in 2021 (see section 2.1.1. above).

On 5 August 2013, a new bilateral credit facility of €30 million was established with BNP Paribas Fortis and is applicable as from 6 August 2013 with a 4-year maturity;

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Taking into account these two elements, as well as the maturity of the club deal in July 2013 and a bilateral credit facility on 6 August 2013, the timetable showing the maturity of Aedifica's current credit facilities is as follows (in € million):

June 2014 :	30
August 2014 :	15
April 2015 :	50
October 2015 :	30
June 2016 :	55
July 2016 :	30
August 2016 :	15
January 2017:	30
August 2017 :	30
June 2018 :	32
July 2018 :	30
2021 :	8
	355

3. Turnover of 1st quarter 2013/2014

The consolidated turnover (consolidated rental income) for the first quarter of the current financial year (1 July 2013 – 30 September 2013) amounts to €9.5 million, i.e. +5% as compared to the same period of the previous financial year (-1% on a like-for-like basis and +3% as compared to the quarterly forecasts derived from the annual outlook for the 2013/2014 financial year as presented in the annual financial report 2012/2013), despite the challenging economic context.

The consolidated rental income by segment is presented in the following table:

Consolidated rental income (x €1,000)	30 September 2013	30 September 2012	Var. (%) on a like-for-like basis	Var. (%)
Senior housing	5,424	4,752	+2%	+14%
Apartment buildings	3,041	3,089	-2%	-2%
Unfurnished apartments	1,708	1,758	-3%	-3%
Furnished apartments	1,333	1,331	0%	0%
Hotels and other	1,030	1,199	-14%	-14%
Inter-segment	-26	-25
Total	9,469	9,015	-1%	+5%

The changes by segment on a like-for-like basis presented in the table above for the "apartment buildings" and the "hotels and other" categories are mainly due to the rent adjustments that occurred during the previous financial year. The evolution of rental income in the senior housing segment on a like-for-like basis (+2%), demonstrates the relevance of Aedifica's investment strategy in this segment, which already generates more than 55% of the Company's turnover.

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4. Investment properties as of 30 September 2013

During the first quarter of the current financial year, Aedifica increased its portfolio of marketable investment properties by €48 million, from a fair value of €614 million to €663 million (i.e. +8%) (€682 million for Aedifica's total portfolio, including development projects). This growth is mainly attributed to the acquisitions that took place during the first quarter (€25 million in fair value), the completion of a development project during the first quarter (Hestia – see section 2.1.3. above) and the changes in the fair value of marketable investment properties recognised in income during the period (+€0.7 million, or +0.1% over the first quarter). The appreciation in fair value of marketable investment properties, as assessed by independent experts, can be broken down as follows:

• senior housing: + €0.5 million, i.e. +0.1%;
• apartment buildings: €0.4 million, i.e. -0.2%, of which:
• unfurnished apartments: €0.4 million, i.e. -0.3%;
• furnished apartments: €0.0 million, i.e. -0.1%;
• hotels and other: + €0.6 million, i.e. +0.9%.

The occupancy rate2 of the total unfurnished portion of the portfolio (total less furnished apartments) amounts to 97.2% as of 30 September 2013, a very high level, though slightly under the record level reached at the end of the previous financial year (30 June 2013: 97.4%).

The occupancy rate of the furnished portion of the Company's real estate portfolio reached 79.4% during the first quarter, an increase as compared to the 78.6% rate attained during the first quarter of the previous financial year. The amplified seasonality phenomenon already highlighted since the beginning the crisis continues to be relevant. This rate remains volatile although the first figures for the second quarter of the 2013/2014 financial year indicate a normalised occupancy rate for furnished apartments above 80%.

The average remaining lease maturity for all buildings in the Company's portfolio is 18 years, unchanged as compared to 30 June 2013. According to the "Belgian REIT Overview", published each month by Bank Degroof, Aedifica is significantly ahead of the industry average in terms of its average remaining lease maturity. This impressive aggregate performance (18 years) is explained by the large proportion of long term contracts (such as long leases) in the Company's portfolio.

² The occupancy rate is calculated as follows:

^- For the total portfolio (excluding the furnished apartments): (contractual rents + guaranteed income) / (contractual rents + estimated rental value (ERV) on vacant areas of the property portfolio). We note that this occupancy rate includes the investment properties for which units are in renovation and hence temporarily not rentable.

^- For the furnished apartments: % rented days during the financial year. This occupancy rate can thus not be compared to the one calculated on the rest of the portfolio, as the methodology is specific to this segment.

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5. Investment properties as of 21 October 2013

As of 21 October 2013, the fair value of Aedifica's portfolio of marketable investment properties amounts to approx. €673 million (€692 million for Aedifica's total portfolio, including development projects)3 .

Aedifica has 132 marketable investment properties, with a total surface area of approx. 337,000 m² , consisting mainly of:

• 44 senior housing sites with a capacity of 4,133 residents;
• 865 apartments, of which:
• 584 unfurnished apartments;
• 281 furnished apartments;
• and 6 hotels comprising 521 rooms.

The breakdown by sector is as follows (in terms of fair value):

• 58% senior housing;
• 31% apartment buildings, of which:
• 22% unfurnished apartments;
• 9% furnished apartments;
• 11% hotels and other building types.

The geographical breakdown is as follows (in terms of fair value):

• 99% in Belgium, of which:
• 43% in Brussels;
• 40% in Flanders;
• and 16% in Wallonia.
• 1% in Germany.

The abovementioned situation does not take into account the expected effects of the 12 September 2013 acquisitions (still subject to outstanding conditions) concerning the two rest homes in Dresden and Kreischa (in Germany). These two buildings will be added to Aedifica's portfolio once the outstanding conditions are lifted.

³ Based on the fair value of investment properties as of 30 September 2013 and the contractual value of the abovementioned building acquired on 21 October 2013.

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6. Gross yield by segment

The table below presents the portfolio's gross yield by segment, as compared to the fair value of the marketable investment properties (increased by, for furnished apartments, the goodwill and the carrying amount of the furniture).

			30 September 2013
(x €1,000)	Senior housing	Apartment buildings ***	Hotels and other	Marketable investment properties	Development project	Investment properties
Fair value	391,417	197,521	73,615	662,553	19,228	681,781
Annual contractual rents	23,350	12,108 *	4,832	40,290	-	-
Gross yield (%)**	6.0%	6.0%	6.6%	6.1%	-	-
30 June 2013
(x €1,000)	Senior housing	Apartment buildings ***	Hotels and other	Marketable investment properties	Development project	Investment properties
Fair value	343,550	197,689	72,972	614,211	28,633	642,844
Annual contractual rents	20,404	12,177 *	4,788	37,369	-	-
Gross yield (%)**	5.9%	6.1%	6.6%	6.1%	-	-
30 September 2012
(x €1,000)	Senior housing	Apartment buildings ***	Hotels and other	Marketable investment properties	Development project	Investment properties
Fair value	320,933	197,890	74,769	593,592	11,991	605,583
Annual contractual rents	19,012	12,458 *	4,820	36,290	-	-
Gross yield (%)**	5.9%	6.2%	6.4%	6.1%	-	-

* The amounts related to the furnished apartments correspond to the annualised rental income excl. VAT (of the period).

** Based on the fair value (re-assessed every 3 months, increased with the goodwill and the furniture for the furnished apartments). In the senior housing segment, the gross yield and the net yield are generally equal ("triple net" contracts), the operating charges, the maintenance costs and the rents on empty spaces related to the operations being, in Belgium, supported by the operator. It goes the same for the hotels.

*** Split respectively as follows (fair value, annual contractual rents and gross yield):

Unfurnished apartment buildings: 30 September 2013: €134,730 k; €6,779 k; 5.0%. 30 June 2013: €135,013 k; €6,908 k; 5.1%. 30 September 2012: €136,095 k; €7,135 k; 5.2%.

Furnished apartment buildings: 30 September 2013: €62,791 k; €5,329 k; 8.1%. 30 June 2013: €62,676 k; €5,269 k; 8.0%. 30 September 2012: €61,795 k; €5,323 k; 8.2%.

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7. Net asset value per share as of 30 September 2013

The table below presents the change in net asset value per share.

Excluding the non-monetary impact (that is to say, non-cash) of IAS 394 , the net assets per share based on the fair value of investment properties is €42.31 as of 30 September 2013 (€41.87 per share on 30 June 2013). The progression is +1% since the beginning of the financial year.

Net asset value per share (in €)	30 September 2013	30 June 2013
Based on fair value of investment properties
Net asset value excl. IAS 39	42.31	41.87
IAS 39 impact	-3.16	-3.28
Net asset value	39.15	38.59
Number of shares outstanding (excl. treasury shares)	9,902,998	9,902,998

The net asset value per share as of 30 September 2013 does not include the effect of the dividend payment decided at the annual general meeting on 25 October 2013. The impact of this payment amounts to €1.64 per share5 .

8. Outlook

The Board of Directors continues to pay close attention to the evolution of the economic and financial context and the associated effects on the Company's activities.

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

• Its diversified investment strategy in its two strategic pillars (apartment buildings in the main Belgian cities, senior housing in Western Europe) creates the ability to adapt to market opportunities and to the evolution of the economic situation. However, note that the furnished apartment buildings and hotels portion of the portfolio is sensitive to the economic fluctuations.
• Thanks to its investments in senior housing, Aedifica benefits from indexed long term rental incomes, which generate high net yields. The average remaining lease maturity on the total of its leases (18 years) provides a very good view toward its future income streams at long term.

⁴ The IAS 39 impact of €-3.16 per share as of 30 September ²⁰¹³ is the impact in equity of the fair value of hedging instruments, which is negative for €31 million, mainly booked in the liabilities on the balance sheet. The change in fair value of hedging instruments since 30 June 2013 amounts to +€1 million, of which a half is directly booked in equity and the other half is booked in the income statement.

⁵ This amount corresponds to the amount of the total dividend (€16.2 million) divided by the total number of shares outstanding as of 30 September 2013 (9,902,998) and is less than the coupons No. 10 and No. 11 (€0.81 per share + €1.05 per share = €1.86 per share), certain shares held only rights to a prorata temporis dividend.

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• Its investments in apartment buildings (both furnished and unfurnished) offer potential for capital gains, despite the fact that revenues from furnished apartments are more volatile than revenue from unfurnished buildings.
• External financing of the real estate portfolio (including commitments for development projects) is assured with credit facilities in place totalling €355 million, of which none reaches maturity before the end of the 2013/2014 financial year. To date, the drawings on these credit facilities are fully covered by hedging instruments (interest rate swaps, caps, or collars).
• Aedifica is in a good solvency position, with a debt-to-assets ratio of 39% as of 30 September 2013 (well below the maximum legal limit of 65% imposed for Belgian REITs and the contractual maximum of 60% imposed by way of bank covenants). This is further supported by the stable fair values that the company's real estate portfolio has demonstrated since the beginning of the economic and financial crisis. Aedifica enjoys a balance sheet structure that permits executing development projects and renovations; it has committed (approximately €160 million as of 30 September 2013, of which €23 million will in principle be financed by issuing new Aedifica shares) and to realise new significant investments.

The dividend expectation for the current financial year, as published in the 2012/2013 annual financial report, remains unchanged at €1.86 per share. This expected payout represents a stable dividend as compared to that distributed for the 2012/2013 financial year.

9. Principal risks and uncertainties

The Board of Directors consider that the key risk factors summarised in pages 2 to 7 of the 2012/2013 annual financial report remain relevant for the 2013/2014 financial year.

10. Financial calendar

Financial calendar
Half year results 31.12.2013	18/02/2014
Interim statement	13/05/2014
Annual press release 30.06.2014	2/09/2014
Annual financial report 2013/2014	12/09/2014
Annual General Meeting 2014	24/10/2014
Dividend - Coupon related to the 2013/2014 financial year ("ex-date")	29/10/2014
Dividend - Record date	30/10/2014
Dividend - Coupon payment	31/10/2014
Interim statement	13/11/2014

*****

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

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Aedifica is a Belgian listed property company investing in residential real estate. Aedifica has developed a real estate portfolio of more than 660 million €, with investment activities focussed on two strategic pillars:

- apartment buildings in the Belgium's main cities;

- senior housing in Belgium and Germany.

Aedifica is a Belgian REIT quoted on the NYSE Euronext Brussels (continuous market) (AED; Bloomberg (AED: BB); Reuters (AOO.BR)).

The Company's market capitalisation was 503 million € as of 30 September 2013.

Aedifica is included in the EPRA indices.

Forward looking statement

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

For all additional information

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Annex

Annex I: Investments since 7 December 2012 (date of the capital increase)

(in € million)	Marketable investment properties		Development projects	Total
	carried out	subject to outstanding conditions
Residentie Sporenpark	-	-	17	17
Résidence Cheveux d'Argent	4	-	3	7
't Hoge	3	-	5	8
Helianthus	4	-	3	7
Seniorenzentrum AGO Herkenrath	-	8	-	8
Pont d'Amour	-	-	8	8
Au Bon Vieux Temps	-	-	10	10
Résidence l'Air du Temps	-	-	6	6
Op Haanven	-	-	3	3
Total as of 30 June 2013	11	8	55	74
Seniorenzentrum AGO Herkenrath	8	-8	-	0
Salve	8	-	8	16
Plantijn	8	-	8	16
Seniorenzentrum AGO Dresden & Seniorenzentrum AGO Kreischa	-	13	-	13
Total as of 30 September 2013	35	13	71	119
Stephanie's Corner	10	-	-	10
Total as of 21 October 2013	45	13	71	129