Atrium European Real Estate Limited
EANS-Adhoc: Atrium European Real Estate Limited
Results of adjourned
Noteholders Meeting and Tender Offer
ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement.
18.06.2010
Atrium European Real Estate Limited announces results of adjourned Noteholders Meeting and Tender Offer in relation to its E600,000,000 5.375 per cent. Guaranteed Notes due 2013 NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ITALY
Jersey, 18 June, 2010: Atrium European Real Estate Limited (the Company) (ATX/Euronext: ATRS), a leading real estate company focused on shopping centre investment, management and development in Central and Eastern Europe, today announces (i) the results of the adjourned meeting (the Adjourned Meeting) of the holders (the Noteholders) of its outstanding E600,000,000 5.375 per cent. Guaranteed Notes due 2013 (ISIN: XS0263871328) (the Notes) in respect of the First Extraordinary Resolution and (ii) the results of its invitation to Noteholders to tender their Notes for purchase by the Company for cash. The Adjourned Meeting was quorate in respect of the First Extraordinary Resolution and the First Extraordinary Resolution was duly considered and passed.
Accordingly, a Supplemental Trust Deed was entered into between the Company, the Guarantors and the Trustee and the modifications referred to in the First Extraordinary Resolution will be implemented with effect on and from 18 June 2010 and the modifications referred to in the Second Extraordinary Resolution will not be implemented.
Additionally, as at the Expiration Deadline of 4.00 p.m. (London time) on 18 June 2010, approximately E105,150,000 in aggregate nominal amount of the Notes had been validly tendered for purchase pursuant to the Offer. The Company has decided to accept for purchase all Notes validly tendered pursuant to the Offer. Pursuant to the terms and conditions of the Notes, as amended by the First Extraordinary Resolution, the Company will redeem all outstanding Notes not purchased pursuant to the Offer in accordance with Condition 6(d), as so amended, on the Offer Settlement Date.
The Settlement Date for the Offer and the Offer Settlement Date is 23 June 2010.
The Offer and the Proposal were made on the terms and subject to the conditions contained in the tender offer memorandum dated 29 April 2010 (the Tender Offer Memorandum), and this announcement should be read in conjunction with the Tender Offer Memorandum and the announcements by the Company dated 29 April 2010 and 4 June 2010. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.
The Offer was not made to any person located or resident in Italy, and was also subject to restrictions in other jurisdictions, all as further described in the Tender Offer Memorandum.
Merrill Lynch International is acting as Dealer Manager (tel: +44 20
7995 3715; email: {john.m.cavanagh@baml.com}[HYPERLINK:
mailto:john.m.cavanagh@baml.com]) and Lucid Issuer Services Limited
(tel: +44 20 7067 9098; email: atrium@lucid-is.com) is acting as
Tender Agent for the Offer.DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
end of announcement euro adhoc
Further inquiry note:
Financial Dynamics, London
Richard Sunderland / Laurence Jones
Phone: +44 (0)20 7831 3113
mailto:richard.sunderland@fd.com
Branche: Real Estate
ISIN: JE00B3DCF752
WKN:
Index: Standard Market Continous
Börsen: Wien / official market