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Aedifica SA
Share Issue/Capital Change • Oct 23, 2020
3904_iss_2020-10-23_cea7f0e0-2729-490a-acfb-85d68054789f.pdf
Share Issue/Capital Change
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PRESS RELEASE Regulated information – Inside information
23 October 2020
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, French division) (the 'Company')
Public offering in Belgium of maximum 5,499,373 New Shares within the framework of a capital increase in cash within the authorised capital with Priority Allocation Rights in an amount of maximum EUR 459,197,645.50
83.65% of the New Shares subscribed for after the Subscription Period with Priority Allocation Rights
Start of Private Placement of Scrips in the EEA, the United Kingdom and Switzerland on 23 October 2020 – Suspension of trading until publication of results of the Offering1
During the Subscription Period with Priority Allocation Rights, which closed on 22 October 2020 (16:00 CEST), 4,600,021 New Shares, or 83.65% of the maximum number of New Shares offered for subscription, have been subscribed for.
The 4,496,764 Priority Allocation Rights, represented by coupon No. 25, (i) that have not been exercised during the Subscription Period and (ii) attached to registered Existing Shares that have been exercised but for which the Issue Price was not timely and/or correctly paid (and are therefore qualified as nonexercised Priority Allocation Rights), will automatically be converted into an equal number of Scrips. These Scrips will be offered for sale by the Joint Bookrunners to Belgian and international investors through an exempt private placement in the form of an 'accelerated bookbuilding' (an accelerated private placement with composition of an order book) executed in the European Economic Area, the United Kingdom and Switzerland in accordance with Regulation S of the US Securities Act (the 'Private Placement of Scrips'). The private placement of Scrips will take place as from the publication of this press release. Buyers of Scrips will be required to subscribe for the New Shares still available for subscription at the same price and at the same Subscription Ratio as was applicable to the subscription
1 Unless specified otherwise in this press release, the capitalised terms in this press release have the meaning as defined in the Prospectus prepared in the context of the Offering.
PRESS RELEASE Regulated information – Inside information
23 October 2020
through the exercise of Priority Allocation Rights, i.e., 1 New Share (at EUR 83.50 per New Share) for 5 Priority Allocation Rights in the form of Scrips.
The net proceeds of the sale of these Scrips (after deduction of the costs, expenses and charges of all kinds incurred by the Company (the 'Excess Amount')) will be divided proportionally among all holders of Priority Allocation Rights (i) that were not exercised during the Subscription Period and (ii) attached to registered Existing Shares that were exercised during the Subscription Period but for which the Issue Price was not timely and/or correctly paid, upon presentation of coupon No. 25, as from 30 October 2020. If the Excess Amount divided by the total number of unexercised (or qualified as such) Priority Allocation Rights is less than EUR 0.01, the holders of coupon no. 25 will not be entitled to receive any payment, and the Excess Amount will be transferred, and accrue, to the Company.
The results of the subscriptions for New Shares resulting from the exercise of the Scrips and the Excess Amount due to the holders of unexecuted Priority Allocation Rights, will be published in a press release on the Company's website, in principle, on 23 October 2020.
The payment and delivery of the New Shares shall be carried out with a value date as per 27 October 2020. The New Shares will in principle be tradable on the regulated markets of Euronext Brussels and Euronext Amsterdam as from the same date.
The trading of the shares of the Company on the regulated markets of Euronext Brussels and Euronext Amsterdam was, at the Company's request, suspended as from the opening of the markets on 23 October 2020 until the publication of the press release relating to the results of the Offering (after completion of the Private Placement of Scrips).
BNP Paribas Fortis, ING Belgium and J.P. Morgan Securities will act as Joint Global Coordinators and Joint Bookrunners; Belfius Bank, KBC Securities, Kempen & Co and Société Générale will act as Joint Bookrunners; and ABN AMRO and Bank Degroof Petercam will act as Co-Lead Managers, in this transaction.
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PRESS RELEASE Regulated information – Inside information
23 October 2020
About Aedifica
Aedifica is a Regulated Real Estate Company under Belgian law specialised in European healthcare real estate, particularly in senior housing. Aedifica has developed a portfolio of more than 450 sites in Belgium, Germany, the Netherlands, the United Kingdom, Finland and Sweden, worth approximately €3.5 billion.
Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019) and is identified by the following ticker symbols: AED; AED:BB (Bloomberg); AOO.BR (Reuters).
Since March 2020, Aedifica is part of the BEL 20, the leading share index of Euronext Brussels. Aedifica's market capitalisation was approx. €2.9 billion as of 22 October 2020.
Aedifica is included in the EPRA and Stoxx Europe 600 indices.
For all additional information
Stefaan Gielens mrics Chief Executive Officer
T +32 2 626 07 72 [email protected] Ingrid Daerden Chief Financial Officer
T +32 494 573 115 [email protected]
Bob Boeckx
Copywriter financial communication
T +32 496 279 979 [email protected]
Discover Aedifica's Sustainability Report
PRESS RELEASE Regulated information – Inside information
23 October 2020
IMPORTANT INFORMATION
These written materials are not for distribution in or to persons resident in the United States of America, Australia, Canada, Japan, South Africa or Switzerland. The information contained herein does not constitute an offer of securities for sale in the United States of America, Australia, Canada, Japan, South Africa or Switzerland.
The Company's securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or under the laws of any state or other jurisdiction in the United States of America, and may not be offered or sold within the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of securities will be made in the United States of America.
This information does not constitute an offer or invitation to proceed to an acquisition of or subscription for the Company's securities, nor an offer or invitation to proceed to an acquisition of or subscription for the Company's securities in the United States of America, Switzerland, Canada, Australia, Japan, South Africa or in any other jurisdiction where such offer or invitation is not allowed without registration or qualification under the applicable legislation of the relevant jurisdiction, or where such offer or invitation does not meet the required conditions under the applicable legislation of the relevant jurisdiction.
This information and any materials distributed in connection with this information are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of or located in the United States of America, Switzerland, Canada, Australia, Japan, South Africa or any other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the laws or regulations of the United States of America, Switzerland, Canada, Australia, Japan, South Africa or any other jurisdiction. The distribution of this information in other jurisdictions than Belgium, may be restricted by laws or regulations applicable in such jurisdictions. All persons in possession of this information must inform themselves about, and comply with, any such restrictions.
An investment in shares entails significant risks. Relevant investors are encouraged to read the Prospectus that is made available on the website of Aedifica NV/SA (aedifica.eu/investors/capital-increases).
This document is not a prospectus and investors should not subscribe for or purchase any shares referred to herein except on the basis of the information contained in the Prospectus. Potential investors must read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval of the Prospectus should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.