Through a communication to the CNMV, Neinor Homes informed that its Board of Directors, held yesterday, has agreed to promote, through its wholly-owned subsidiary Neinor DMP BidCo, a takeover bid for the exclusion of trading of AEDAS Homes shares on the stock exchanges of Barcelona, Bilbao, Madrid, and Valencia. The offer is subject to the approval of the CNMV.
The consideration will be €24/share in cash, the same price as the second mandatory takeover bid (completed in March 2026), and is backed by an expert valuation report. The effectiveness of the offer will not be subject to any conditions.
The offer will be directed at all Aedas shares, except for those whose holders vote in favour of the exclusion at the general meeting and immobilise them until the end of the acceptance period. Neinor will vote in favour and immobilise its 42,890,319 shares (98.15% of the capital), so the offer is directed, at most, to 809,681 shares (1.85% of the capital), which would imply a maximum disbursement of approximately €19.4 million.
Neinor has requested the Aedas board to convene an Extraordinary General Meeting, scheduled for 17 November 2026, which will vote on the exclusion and the offer. Following the approval of the Meeting and the authorisation from the CNMV, the offer will be formulated; the CNMV will inform about the acceptance period when the bidder publishes the first announcement. After the exclusion, Neinor will advance towards a deeper business integration (reorganisation of the operational model by regional offices and appointment of regional directors).
On the other hand, Neinor has convened an Extraordinary General Meeting on 17 November 2026 to approve the next steps of its remuneration policy, announced on 5 October: (i) the cancellation of 1.65 million own shares, repurchased in 2026 at €15.75/share (14% discount on a NAV of €18.32/share), with expected effectiveness on 21 December (the number of shares will be reduced by 1.7%, to 97,212,691); (ii) a supplement of €7.1 million to the dividend of 31 December 2026, up to a total of €80 million (€0.82/share; €72.9 million already approved at the April Meeting); and (iii) two new dividends of €70 million each (€0.72/share) to be paid in February 2027 and in April/May 2027.
In total, Neinor will distribute €220 million (€2.26/share) in quarterly payments until Q2 2027, which represents a yield of nearly 13% on the current quotation, according to the company.
Beyond these payments, and according to the update of the guidance on 5 October, Neinor expects to distribute another €110 million (€1.13/share) in the remainder of 2027 and €200-250 million in 2028 (€2.06-€2.57/share). Altogether, the company expects to distribute nearly €555 million (€5.71/share) in the next nearly 2 years. This remuneration is supported by the record portfolio, the visibility of the 2026-28 plan, and the acceleration of the asset rotation programme (€260 million of signed transactions so far this year). The company expects to more than double the EPS, from €0.70 in 2025 to €1.65-€1.75 in 2027 and 2028, and bring the ROE towards 20%.
The news regarding the exclusion bid was expected: Neinor had already indicated that, if the conditions for a forced sale were not met, it would consider promoting an exclusion offer at a price not exceeding €24/share. The maximum disbursement (around €19 million) is marginal compared to Neinor's financial capacity, so we do not expect a negative impact on the quotation.
The exclusion represents the final milestone of the acquisition of Aedas (total investment of €923 million in the two takeover bids) and will simplify the corporate structure and administrative processes, facilitating the full operational integration of both businesses.
Regarding shareholder remuneration: the amounts brought to the Meeting coincide with what was announced on 5 October (update of guidance): December dividend of €80 million (€0.82/share), two payments of €70 million (€0.72/share) in February and April/May 2027 (advance of €140 million of the €250 million dividend for 2027; the remaining €110 million will be paid during 2027), €200-250 million in 2028 and a total of €555 million (€5.71/share; nearly 35% of the capitalisation) in the next two years. The 2026 remuneration amounts to €280 million (vs €250 million previously) including the buyback programme. What the Meeting contributes is the formalisation of these payments (supplement of €7.1 million in December, as the April AGM had only approved €72.9 million, and the two new dividends for 2027) and the cancellation of own shares. Positive news for the visibility and compliance with the remuneration calendar.
For minority shareholders of Aedas, the offer is unconditional, at the same price as the second mandatory takeover bid and represents the last liquidity opportunity before the exclusion from quotation (we would recommend PARTICIPATING).
