Atrium European Real Estate Limited
EANS-Adhoc: Tender Offer by Atrium European Real Estate Limited for any and all of its EUR130,000,000 Floating Rate Notes due 2017
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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.
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Capital measures
05.06.2015
Tender Offer by Atrium European Real Estate Limited for any and all of its
EUR130,000,000 Floating Rate Notes due 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED
OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING
PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE
NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED BELOW) (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW)
Jersey, 5 June 2015: Atrium European Real Estate Limited (the Company)announced
today an invitation to holders of its EUR130,000,000 Floating Rate Notes due
2017 (ISIN: AT0000496633) (the Notes) to tender their Notes for purchase by the
Company for cash (theOffer). The Offer is being made on the terms and subject to
the conditions and defined terms contained in the tender offer memorandum dated
5 June 2015 (the Tender Offer Memorandum) prepared by the Company for the Offer,
and is subject to the offer restrictions set out below and as more fully
described in the Tender Offer Memorandum.
The Offer is intended to allow the Company to continue its strategy of further
optimising its capital structure and the efficiency of the group's balance
sheet, as well as to extend its average debt maturity.
The Company will pay EUR1,080 (the Purchase Price) for each EUR1,000 in nominal
amount of the Notes accepted by it for purchase pursuant to the Offer. The
Company will also pay accrued interest on such Notes.
If the Company decides to accept valid tenders of the Notes for purchase
pursuant to the Offer, it will accept for purchase all of the Notes that are
validly tendered, with no pro rata scaling.
Description of ISIN Outstanding Amount subject to
the Notes nominal amount* the Offer Purchase Price
EUR130,000,000 EUR1,080 for each
Floating Rate AT0000496633 EUR83,850,000 Any and all EUR1,000 in
Notes due 2017 nominal amount
* Excluding EUR46,150,000 in aggregate nominal amount of Notes currently held by
the Company.
The Offer begins on 5 June 2015 and expires at 5.00 p.m. (Vienna time) on 19
June 2015 (the Expiration Deadline), unless extended, re-opened or terminated.
In order to be eligible to receive the Purchase Price pursuant to the Offer,
Noteholders must validly tender their Notes for purchase by the Expiration
Deadline, by delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction (as defined in the Tender Offer Memorandum) that is received
by the Tender Agent by the Expiration Deadline. Noteholders who wish to
participate in the Offer should refer to the Tender Offer Memorandum for the
procedures which must be followed in order to do so. In particular, Notes can
only be tendered for purchase in minimum nominal amounts of EUR50,000 and
integral multiples of EUR50,000 thereafter. Tenders of Notes will be irrevocable
except in the limited circumstances described in the Tender Offer Memorandum.
The anticipated transaction timetable is summarised below:
Event Expected Time/Date
Launch Date: 5 June 2015
Expiration Deadline: 5.00 p.m. (Vienna time) on 19 June 2015
Announcement of Acceptance and Results: At or around noon (Vienna time) on 22
June 2015
Settlement Date: Expected to be on 23 June 2015
The deadlines set by any intermediary or clearing system may be earlier than the
deadlines specified above.
Subject to applicable law and as provided in the Tender Offer Memorandum, the
Company may, in its sole discretion, extend, re-open, amend, waive any condition
of or terminate the Offer at any time.
Further Information
The Offer is described in full in the Tender Offer Memorandum, which (subject to
distribution restrictions) is available from the Tender Agent. Brüll Kallmus
Bank AG and Deutsche Bank AG, London Branch are the Dealer Managers for the
Offer.
Requests for information in relation to the Offer should be directed to:
THE DEALER MANAGERS
__________________________________________________________________________
|Brüll Kallmus Bank AG, Linz Branch |Deutsche Bank AG, London Branch |
|Dametzstraße 38/3 |Winchester House |
|A-4020 Linz |1 Great Winchester Street |
| |London EC2N 2DB |
|Telephone: +43 316 90313 2752 |United Kingdom |
|Attention: Mr. Dietmar Mayrhofer/Mr.|Telephone: +44 20 7545 8011 |
|Reinhard Furtmüller |Attention: Liability Management Group|
|Email: mayrhofer@bkbank.at / |Email: liability.management@db.com |
|furtmueller@bkbank.at_______________|_____________________________________|
Requests for information in relation to the procedures for tendering Notes in,
and for any documents or materials relating to, the Offer should be directed to:
THE TENDER AGENT
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7547 5000
Fax: +44 20 7547 5001
Attention: Issuer Services - Debt & Agency Services
Email: xchange.offer@db.com
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum.
This announcement and the Tender Offer Memorandum contain important information
which should be read carefully before any decision is made with respect to the
Offer. If you are in any doubt as to the action you should take, you are
recommended to seek your own financial advice, including as to any tax
consequences, from your stockbroker, bank manager, solicitor, accountant or
other independent financial adviser. Any individual or company whose Notes are
held on its behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender Notes in the Offer. None
of the Company, the Dealer Managers or the Tender Agent makes any recommendation
as to whether Noteholders should tender any Notes in the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
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 the
Company, the Dealer Managers and the Tender Agent to inform themselves about and
to observe any such restrictions. Neither this announcement nor the Tender Offer
Memorandum constitutes an offer to buy or a solicitation of an offer to sell the
Notes, and tenders of Notes in the Offer will not be accepted from Noteholders,
in any circumstances in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer and either Dealer Manager or any of their
respective affiliates is such a licensed broker or dealer in such jurisdictions,
the Offer shall be deemed to be made on behalf of the Company by such Dealer
Manager or such affiliate (as the case may be) in such jurisdictions.
United States. The Offer is not being made and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities of a
national securities exchange of, the United States or to any U.S. Person (a U.S.
Person) as defined in Regulation S of the United States Securities Act of 1933.
This includes, but is not limited to, facsimile transmission, electronic mail,
telex, telephone, the internet and other forms of electronic communication. The
Notes may not be tendered for purchase pursuant to the Offer by any such use,
means, instrumentality or facility from or within the United States or by
persons located or resident in the United States or by a U.S. Person or by any
person acting for the account of a U.S. Person. Accordingly, copies of this
announcement and the Tender Offer Memorandum and any other documents or
materials relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or into
the United States or to any U.S. Persons or any persons located or resident in
the United States. Any purported tender of Notes in the Offer resulting directly
or indirectly from a violation of these restrictions will be invalid and any
purported tender of Notes made by a U.S. Person, or any person acting for the
account of a U.S. Person, or a person located in the United States or any agent,
fiduciary or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be invalid and
will not be accepted.
Each holder of Notes participating in the Offer will represent that it is not a
U.S. Person, it is not located in the United States and is not participating in
the Offer from the United States or it is acting on a non-discretionary basis
for a principal that is not a U.S. Person, that is located outside the United
States and that is not giving an order to participate in the Offer from the
United States. For the purposes of this and the above paragraph, United States
means the United States of America, its territories and possessions (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands), any state of the United States of America and the
District of Columbia.
Italy. None of the Offer, this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offer have been submitted to the
clearance procedures of the Commissione Nazionale per le Società e la Borsa
(CONSOB) pursuant to Italian laws and regulations. The Offer is being carried
out in the Republic of Italy as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended
(the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of
the Notes that are located in Italy can tender Notes for purchase in the Offer
through authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as
amended from time to time, and Legislative Decree No. 385 of 1 September 1993,
as amended) and in compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
United Kingdom. The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offer is not
being made and such documents and/or materials have not been approved by an
authorised person for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials as a financial
promotion is only being made to (i) persons who are outside the United Kingdom,
(ii) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
Order), (iii) persons falling within Article 43(2) of the Order, or (iv) other
persons to whom it may lawfully be communicated (all such persons together being
referred to as Relevant Persons). Any person in the United Kingdom who is not a
Relevant Person should not act or rely on any such document or materials or any
of their content. Any investment or investment activity to which these documents
or materials relate is available only to Relevant Persons and will be engaged in
only with Relevant Persons. The documents and materials and their contents
should not be distributed, published or reproduced (in whole or in part) or
disclosed by recipients to any other person in the United Kingdom.
France. The Offer is not being made, directly or indirectly, to the public in
the Republic of France (France). Neither this announcement, the Tender Offer
Memorandum nor any other document or material relating to the Offer has been or
shall be distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the account of third
parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), other than individuals, acting for their own account,
all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-
1 of the French Code monétaire et financier, are eligible to participate in the
Offer. Neither this announcement nor the Tender Offer Memorandum has been or
will be submitted for clearance to or approved by the Autorité des Marchés
Financiers.
Belgium. None of this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offer have been submitted to or will be
submitted for approval or recognition to the Belgian Financial Services and
Markets Authority (Autoriteit voor Financiële Diensten en Markten / Financial
Services and Markets Authority) and, accordingly, the Offer may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from
time to time. Accordingly, the Offer may not be advertised and the Offer will
not be extended, and none of this announcement, the Tender Offer Memorandum or
any other documents or materials relating to the Offer (including any
memorandum, information circular, brochure or any similar documents) has been or
shall be distributed or made available, directly or indirectly, to any person in
Belgium other than "qualified investors" in the sense of Article 10 of the
Belgian Law of 16 June 2006 on the public offer of placement instruments and the
admission to trading of placement instruments on regulated markets (as amended
from time to time), acting on their own account. Insofar as Belgium is
concerned, this announcement and the Tender Offer Memorandum have been issued
only for the personal use of the above qualified investors and exclusively for
the purpose of the Offer. Accordingly, the information contained in this
announcement or the Tender Offer Memorandum may not be used for any other
purpose or disclosed to any other person in Belgium.
Jersey. The Offer does not constitute a prospectus nor an offer or invitation to
the public for the purposes of the Companies (Jersey) Law 1991, as amended, or
the Control of Borrowing (Jersey) Order 1958 and no consent, licence or other
authority has been sought under these laws or any other securities laws in the
Island of Jersey. Accordingly, none of this announcement, the Tender Offer
Memorandum or any other documents relating to the Offer may be circulated in
Jersey.
Further inquiry note:
For further information:
FTI Consulting Inc.:
+44 (0)20 3727 1000
Richard Sunderland
Claire Turvey
Richard.sunderland@fticonsulting.com
end of announcement euro adhoc
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issuer: Atrium European Real Estate Limited
Seaton Place 11-15
UK-JE4 0QH St Helier Jersey / Channel Islands
phone: +44 (0)20 7831 3113
mail: richard.sunderland@fticonsulting.com
WWW: http://www.aere.com
sector: Real Estate
ISIN: JE00B3DCF752
indexes: Standard Market Continuous
stockmarkets: official market: Wien, stock market: Luxembourg Stock Exchange
language: English