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Aedifica SA
Share Issue/Capital Change • Jun 20, 2019
3904_mrq_2019-06-20_de8daf7a-02b6-44f4-a377-e256d704cadd.pdf
Share Issue/Capital Change
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20 June 2019 – after closing of markets Under embargo until 17:40 CET
AEDIFICA
Public limited liability company Public regulated real estate company under Belgian law Registered office: Rue Belliard 40 (box 11), 1040 Brussels Enterprise number: 0877.248.501 (RLE Brussels, French division) (the "Company")
Acquisition of two healthcare sites in Belgium and the Netherlands
Notification pursuant to Article 15 of the Act of 2 May 2007
- Acquisition of a care home in Herentals (Belgium)
- Contractual value: approx. €7 million
- Capacity: 66 units
- Initial gross rental yield: approx. 5 %
- Operator: Bremdael ASBL
- Acquisition of a healthcare site in Noordoostpolder (Netherlands)
- Contractual value: approx. €3 million
- Capacity: 26 units
- Initial gross rental yield: approx. 6 %
- Operator: Omega Groep
Stefaan Gielens, CEO of Aedifica, commented: "Less than a week after Aedifica completed its strategic development to become a 100 % pure play investor in European healthcare real estate, Aedifica continues the expansion of its healthcare real estate portfolio with the acquisition of two sites in Belgium and the Netherlands for a total amount of approx. €10 million. The site in Belgium is fully operational and caters to seniors requiring continuous care. The site in the Netherlands was recently completed and is specifically designed for people with a mental or psychological disability. Other investments will follow."
20 June 2019 – after closing of markets Under embargo until 17:40 CET
1. Acquisition of a care home in Herentals
Aedifica acquired a care home in Herentals. This acquisition was financed in part by a contribution in kind. In that context 12,590 new shares were issued.
Bremdael – Herentals
Description of the site
The Bremdael1 care home is located in a green, residential area in the centre of Herentals (Belgium, Province of Antwerp, 28.000 inhabitants). The site was built in 1992 and is in good condition due to regular investments in maintenance work, most recently in 2015. This residential care facility accommodates 66 seniors requiring continuous care.
Description of the operator and the lease
The care home is operated by Bremdael ASBL, a local player with a broad experience in the senior care sector. Aedifica looks forward to this new collaboration with a reputable player in the Belgian care sector.
A new irrevocable 27-year triple net long lease has been established for this site. The initial gross rental yield amounts to approx. 5 %.
Description of the transaction
Aedifica SA acquired the care home through the purchase of all shares of a real estate company and through the contribution in kind of the building lease right. The total contractual value2 amounts to approx. €7 million. As consideration for the contribution of the building lease right, 12,590 new Aedifica shares were issued for an amount of approx. €1 million.
The new Aedifica shares were issued on the morning of 20 June 2019, following a capital increase decided by the Board of Directors within the framework of the authorised capital. The transaction resulted in an equity increase of approx. €1 million.
1 Located Ernest Claesstraat 62-64 in 2200 Herentals (Belgium).
2 The contractual value complies with the provisions of article 49 § 1 of the Belgian Act of 12 May 2014 on regulated real estate companies.
20 June 2019 – after closing of markets Under embargo until 17:40 CET
2. Acquisition of a healthcare site in Noordoostpolder
Aedifica acquired a new healthcare site in Noordoostpolder.
Meldestraat – Noordoostpolder
Description of the site
Meldestraat3 is located in a residential area in the centre of Emmeloord, part of the municipality of Noordoostpolder (Netherlands, Province of Flevoland, 47.000 inhabitants). It is a new building that was recently completed. This residential care facility was specifically designed for people with a mental and/or psychological disability and has a capacity of 26 units.
Description of the transaction
On 20 June 2019, Aedifica Nederland BV (a Dutch subsidiary of Aedifica SA) acquired ownership of the site. The contractual value4 amounts to approx. €3 million.
Description of the operator and the lease
The site is operated by Omega Groep, a Dutch not-for-profit organisation that provides care to people with mental and psychological disabilities. Omega Groep currently operates fifteen residential care facilities in the provinces of Flevoland and Overijssel. Aedifica looks forward to this new collaboration with a reputable player in the Dutch care sector.
An irrevocable 20-year double net long term lease has been established for this site. The initial gross rental yield amounts to approx. 6 %.
3 Located Meldestraat 16 in 8302 VD Noordoostpolder (Netherlands).
4 The contractual value complies with the provisions of article 49 § 1 of the Belgian Act of 12 May 2014 on regulated real estate companies.
20 June 2019 – after closing of markets Under embargo until 17:40 CET
3. Notification pursuant to Article 15 of the Act of 2 May 2007
Following the abovementioned contribution in kind, 12,590 new Aedifica shares were issued. As a result, the total number of Aedifica shares now amounts to 24,601,158. The shares were issued with coupon No. 22 attached, entitling the holder to the dividend for the period from 7 May 2019 until the end of the current financial year on 30 June 2019. The contributor will assume the expected dividend for the period from 7 May 2019 to 19 June 2019 inclusive related to the 12,590 shares issued today. Each share confers a right to vote at the General Meeting. The total number of shares represents the new denominator for notification purposes in the context of the transparency regulation. Upon completion of this transaction, Aedifica's total share capital amounts to €649,170,038.59. The new shares that were issued will be listed on Euronext Brussels (regulated market).
This information, as well as the information on the shareholding structure, is available on Aedifica's website (www.aedifica.eu).
4. Investments since the May 2019 capital increase
On 7 May 2019, Aedifica successfully completed a €418 million capital increase, the largest ever in the history of the Belgian RREC sector. The investments made by the Group following the capital increase are listed in the table below5 .
| (in € million) | Investments carried out |
Pipeline 1 | Total | |
|---|---|---|---|---|
| DE | SARA Seniorenresidenz 2 | 10 | - | 10 |
| NL | Huize Eresloo 2 | 5 | - | 5 |
| DE | Specht Gruppe: Wolfsburg, Heiligenhafen, Espelkamp, Beverstedt 2 | 6 | 66 | 72 |
| DE | Haus am Jungfernstieg 2 | 6 | - | 6 |
| BE | Bremdael | 7 | - | 7 |
| NL | Meldestraat | 3 | - | 3 |
| Total as of 20 June 2019 | 38 | 66 | 104 |
1 The pipeline includes development projects and acquisitions subject to outstanding conditions.
2 Realisations of previously concluded agreements.
Other investments are under consideration.
5 The figures in this table are rounded amounts. Subsequently, the sum of certain figures might not correspond to the stated total.
20 June 2019 – after closing of markets Under embargo until 17:40 CET
***** The English version of this press release constitutes a free translation of the Dutch language text and is made for information purposes only. In case of inconsistency with the Dutch version or inaccuracy of the Dutch translation, the Dutch text shall prevail.
Aedifica is a Regulated Real Estate Company under Belgian law specialised in European healthcare real estate, particularly in senior housing. Aedifica has developed a portfolio of more than 250 sites in Belgium, Germany, the Netherlands and the United Kingdom, worth more than €2.3 billion.
Aedifica has been quoted on Euronext Brussels (regulated market) since 2006 and is identified by the following ticker symbols: AED; AED:BB (Bloomberg); AOO.BR (Reuters).
The Company's market capitalisation was approx. €2.1 billion as of 20 June 2019.
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
Ingrid Daerden Chief Financial Officer
T +32 2 626 07 73 [email protected] Delphine Noirhomme Investor Relations Manager
T +32 2 210 44 98 [email protected]
www.aedifica.eu
