Belgium Financial Services and Markets Authority publishes notice of Aedifica’s conditional public exchange offer for Cofinimmo at 1.185 shares per share

The Belgium Financial Services and Markets Authority (FSMA) published a notice it received from Aedifica NV/SA of its intention to launch a voluntary and conditional public exchange offer for all voting shares in Cofinimmo NV/SA. Under the proposed terms, shareholders would receive 1.185 new Aedifica shares for each Cofinimmo share. Any fractional entitlements to new Aedifica shares would, to the extent possible, be aggregated into whole shares and sold (together with shares that would otherwise be due to Cofinimmo shareholders qualifying as US non-QIBs) via sales on Euronext Brussels and Euronext Amsterdam or, if needed, via offshore private placements under Regulation S, with net cash proceeds paid pro rata to the relevant Cofinimmo shareholders after costs. Aedifica stated it currently holds no securities in Cofinimmo. Conditions precedent include achieving at least 50% plus one of Cofinimmo shares, the absence of a “Material Adverse Change” between offer filing and the end of the initial acceptance period, and unconditional competition clearance; the Material Adverse Change definition includes declines of more than 15% in the BEL20 or the FTSE EPRA Nareit Developed Europe Index, or an event causing a negative impact of more than 10% on EPRA NTA per Cofinimmo share (with a floor of EUR 85.12, compared with EUR 94.58 as reported as at 31 March 2025). If conditions are not met, Aedifica must announce whether it will waive them no later than when the results of the initial acceptance period are published. If, after an acceptance period, Aedifica and related parties hold at least 95% of Cofinimmo shares, it intends to launch a simplified squeeze-out offer on the same terms.