Atrium European Real Estate Limited
EANS-Adhoc: Atrium European Real Estate Limited
Recommended Cash Acquisition
by Scheme of Arrangement
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Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is responsible for the content of this announcement.
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Mergers - Acquisitions - Takeovers
23.07.2019
St Helier Jersey / Channel Islands -
Atrium
Recommended Cash Acquisition by Scheme of Arrangement
Ad hoc announcement - Jersey, 23 July 2019, Atrium European Real Estate Limited
(VSE/ Euronext: ATRS) ("Atrium" or the "Company" and together with its
subsidiaries, the "Group"), a leading owner, operator and redeveloper of
shopping centres and retail real estate in Central Europe, announces that the
Independent Committee of the Board of Directors of Atrium has reached an
agreement with Nb (2019) B.V. ("Bidco"), which is an indirect wholly-owned
subsidiary of Gazit-Globe Ltd ("Gazit"), on the terms and conditions of a
recommended all cash acquisition (the "Acquisition") of the entire issued, and
to be issued ordinary share capital of Atrium that is not already owned directly
or indirectly by Gazit or its affiliates (including, in particular, Gazit Gaia
Limited ("Gaia") and Gazit Midas Limited ("Midas")). As at the date of the
announcement, Gazit and its certain affiliates together own approximately 60.1
per cent of Atrium´s issued share capital.
Under the terms of the Acquisition, each shareholder will be entitled to receive
for each share EUR 3.75 in cash (the "Offer Price"). The Offer Price represents
a premium of approximately:
* 18.3 per cent to the closing price of EUR 3.17 per Atrium share on 22 July
2019 (being the last business day on the Vienna Stock Exchange ("VSE") before
the date of this announcement); and
* 18.0 per cent to the volume-weighted average price of EUR 3.18 per Atrium
share for the one-month period ended on 22 July 2019 (being the last business
day on VSE before the date of this announcement); and
* 15.3 per cent to the volume-weighted average price of EUR 3.25 per Atrium
share for the three-month period ended on 22 July 2019 (being the last
business day on VSE before the date of this announcement).
It is intended that the Acquisition will be implemented by means of a court-
sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law
(the "Scheme"). The purpose of the Scheme is to provide for Bidco to become the
owner of the entire issued, and to be issued, share capital of Atrium not
already owned directly or indirectly by Gazit or certain of its affiliates. The
terms of the acquisition will be put to the shareholders at a court meeting and
at a general meeting (which is expected to immediately follow the court
meeting). The court meeting and the general meeting are required to enable the
shareholders to consider, and if thought fit, vote in favour of the resolutions
to approve the Scheme and its implementation. In order to become effective, the
Scheme must be approved by the relevant majorities in the court meeting and in
the general meeting and must be sanctioned by the competent court. Upon the
Scheme becoming effective it will be binding on all shareholders, irrespective
of whether or not they attended or voted at the court meeting or the general
meeting (and if they attended and voted, whether or not they voted in favour).
The Independent Committee of the Board of Directors of Atrium confirms its
intention to recommend unanimously that the Atrium shareholders vote in favour
of the Scheme at the court meeting and the resolutions to be proposed at the
general meeting.
The acquisition is expected to become effective on 2 January 2020.
A more detailed announcement will be published and made available on the
Company's website shortly after this announcement. Full details of the
acquisition, the Scheme and the court meeting and the general meeting will be
set out in the Scheme document, which will be published within 12 weeks of this
announcement.
For further information:
UBS AG London Branch (Financial Adviser to Atrium): Sebastiaan van Loon +44
7795590101
About Atrium:
Atrium is a leading owner, operator and redeveloper of shopping centres and
retail real estate in Central Europe. Atrium specializes in locally dominant
food, fashion and entertainment shopping centres in the best urban locations.
Atrium owns 32 properties with a total gross leasable area of over 870,000 sqm
and with a total market value of approximately EUR2.7 billion. These properties
are located in Poland, the Czech Republic, Slovakia and Russia, and with the
exception of one, are all managed by Atrium´s internal team of retail real
estate professionals.
The Company is established as a closed-end investment company incorporated and
domiciled in Jersey and regulated by the Jersey Financial Services Commission as
a certified Jersey listed fund, and is listed on both the Vienna Stock Exchange
and the Euronext Amsterdam Stock Exchange. Appropriate professional advice
should be sought in the case of any uncertainty as to the scope of the
regulatory requirements that apply by reason of the above regulation and
listings. All investments are subject to risk. Past performance is no guarantee
of future returns. The value of investments may fluctuate. Results achieved in
the past are no guarantee of future results.
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
FAX:
mail: richard.sunderland@fticonsulting.com
WWW: http://www.aere.com
ISIN: JE00B3DCF752
indexes:
stockmarkets: Luxembourg Stock Exchange, Wien
language: English