Aedifica NV/SA: Admission of new shares to trading – New denominator – Appointment of new Directors
In 2025, Aedifica and Cofinimmo reached an agreement to create the leading healthcare REIT in Europe. The combination of both companies was achieved through a successful exchange offer that was completed on 2 March 2026. Around 80% of Cofinimmo shares were tendered in the initial acceptance period, as a result of which Aedifica is now the controlling shareholder of Cofinimmo.
Today, 10 March 2026, Cofinimmo shareholders who participated in the exchange offer receive their new Aedifica shares and a new Board of Directors is appointed.
Aedifica and Cofinimmo have begun preparing for the integration of their teams and portfolios, which will be formalised through a legal merger in the second half of 2026. Following this legal merger, any remaining Cofinimmo shares will be exchanged for Aedifica shares at an exchange rate of 1.1784 1.
Issuance of new shares
During the initial acceptance period of the exchange offer, a total of 30,312,595 Cofinimmo shares were successfully tendered. Consequently, Aedifica now owns 79.57% of the shares in Cofinimmo.
Cofinimmo shareholders were offered 1.185 new Aedifica shares (the ‘New Shares’) for each share tendered in the exchange offer. Therefore, 35,920,425 new Aedifica shares have been issued today. The total number of Aedifica shares now amounts to 83,470,544.
Both existing and new shares have coupon no. 36 and following attached, which grants right to the full dividend for the 2025 financial year, and are thus fungible. Following the approval of the annual accounts by the Annual General Meeting of 12 May 2026, coupon no. 36 will be paid out as from 19 May 2026.
The 35,920,425 New Aedifica shares issued today are admitted to trading on the regulated markets of Euronext Brussels and Euronext Amsterdam and have the same ISIN-code as the existing Aedifica shares (BE0003851681). Each of these shares confers the right to one vote at the General Meeting of Shareholders and the total number of shares (83,470,544) thus represents the new denominator for purposes of notifications within the framework of the transparency regulation. Following this transaction, the share capital of Aedifica amounts to €2.202.602.669,09.
All this information, as well as the shareholding structure, is available on Aedifica’s website.
New Board of Directors
Following the successful completion of the exchange offer, the composition of Aedifica’s Board of Directors was revised:
- Ms Katrien Kesteloot and Mr Luc Plasman resigned as Directors of The Board wants to thank them for their commitment and contribution to Aedifica’s success over the past years.
- Mr Charles-Antoine van Aelst, Mr Sven Bogaerts, Ms Ingrid Daerden and Mr Raoul Thomassen all resigned as Directors of Aedifica. They all remain members of Aedifica’s Executive Committee.
In accordance with the transaction agreement, the following Cofinimmo directors were co-opted as Independent Directors of Aedifica:
- Mr Jean Hilgers (vice-Chair of the new Board of Directors and Chair of the Nomination and Remuneration Committee);
- Ms Ann Caluwaerts (member of the Nomination and Remuneration Committee);
- Ms Mirjam van Velthuizen-Lormans;
- Ms Nathalie Charles (member of the Audit and Risk Committee);
- Mr Xavier de Walque (member of the Audit and Risk Committee).
These new Directors will continue to fulfil their mandates on the Cofinimmo board until Cofinimmo is absorbed by Aedifica as a result of the merger – except for Mr de Walque, who has resigned from his position on the Cofinimmo board.
Aedifica’s new Board of Directors includes eleven members, bringing expertise from both Aedifica and Cofinimmo into the new, combined entity. Mr Stefaan Gielens, CEO of Aedifica, is the only remaining Executive Director. Mr Serge Wibaut will remain Chair of the Board in anticipation of the execution of the legal merger, after which he will be replaced by Mr Jean Hilgers.
All information regarding the new composition of the Board, including the CVs of the Directors, is available on Aedifica’s website.
“I would like to express my warmest thanks to Ms Kesteloot and Mr Plasman, who both resigned from the Board, for their commitment and their appreciated contribution to Aedifica’s success over the past years.
On behalf of the entire Board, I want to welcome the five new independent directors who were appointed today and whose experience will ensure continuity while adding valuable international expertise to the Board. Their contribution will strengthen our European ambitions and support the creation of sustainable value as we move forward together.”
Serge Wibaut, Chair of Aedifica’s Board of Directors
“We are very pleased with the outcome of the exchange offer. With 80% of Cofinimmo shares tendered, shareholders have clearly expressed their confidence in our ambition to create Europe’s leading healthcare REIT and spearhead the next phase of growth in the healthcare real estate sector.
I would also like to welcome the new Board members. Their sector expertise and international experience will support us in creating a more efficient and futureproof platform.”
Stefaan Gielens, CEO of Aedifica
