Neinor Homes approves launching a second Tender Offer for AEDAS minority shareholders at €24.00/sh (+12.5%)

Madrid, 21 November, 2025– Neinor Homes (“Neinor”), Spain’s leading listed residential developer, announces that its Board of Directors has defined a roadmap to enhance visibility and accelerate the successful closing and acquisition of control over AEDAS Homes (“AEDAS”).

A key priority for Neinor is to execute the central step of the transaction: completing the acquisition of the 80% stake agreed with Castlelake during 2025. The sooner this milestone is achieved, the sooner Neinor can resume its primary mission — developing homes across Spain, contributing to urban transformation and continuing to generate long-term value for all shareholders, including the retail and institutional investors that make up AEDAS’s shareholder base.

As announced on 16 June, the company will proceed with the launch of a Voluntary Tender Offer (VTO) for 100% of AEDAS’s share capital at €21.335 per share — a price that reflects the company’s intrinsic value following a competitive process initiated by its main shareholder, Castlelake, owner of 79% of the capital. Neinor expects the Spanish Securities Market Commission (CNMV) to approve the transaction in the coming days, which would allow the company to acquire the 80% stake in AEDAS during the fourth quarter of 2025.

Throughout this process, Neinor has taken into account the concerns expressed by minority shareholders. To improve acceptance prospects, the Board of Directors has agreed to launch a subsequent mandatory tender offer, subject to CNMV authorisation, increasing the price offered to minority shareholders by 12.5% to €24.00 per share. The €24.00 price of the second offer matches AEDAS’s share price prior to the announcement of the voluntary offer (adjusted for the dividend paid in July) and reflects the relevant regulatory considerations.

Neinor believes that many Spanish retail investors wish to maintain exposure to the residential sector — an investment they see as closely linked to Spain’s long-term economic strength. The transaction with AEDAS will enable Neinor to become the country’s leading listed residential platform, through which retail investors can continue participating in the evolution and development of the Spanish housing market.

The proposed structure simplifies the process and avoids execution delays. Neinor’s priority is to close the transaction quickly, cleanly and with full shareholder alignment, allowing the company to focus its time and resources on what it does best: promoting high-quality housing where it is most needed.

The subsequent mandatory tender offer will be launched, subject to the necessary CNMV approval, as soon as possible after completion of the voluntary offer, with the objective of accelerating the acquisition of the remaining shares held by minority investors.

Borja García-Egotxeaga, CEO of Neinor Homes, commented: : “Looking ahead together with AEDAS, we are creating something greater than the sum of its parts: a true residential champion of European scale built from Spain. This combination gives us unprecedented scale, talent and capital efficiency to lead the next decade of growth in the housing sector. Today, Neinor consolidates its position as the leading listed residential platform in Spain, a company that blends the discipline of the public markets with the ambition and entrepreneurial spirit that will define the future of this industry.”

Jordi Argemí, Deputy CEO and CFO of Neinor Homes, added: “With this decision we secure the acquisition of 80% of AEDAS before year-end, in line with what we communicated to the market last June. The price of a subsequent mandatory tender offer incorporating a 12.5% premium over the price agreed in the voluntary tender offer with the majority shareholder is unprecedented in the market.”