Atrium European Real Estate Limited
EANS-News: Atrium European Real Estate Limited
Publication of the Scheme
Document
--------------------------------------------------------------------------------
Corporate news transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is responsible for the content of this announcement.
--------------------------------------------------------------------------------
Company Information
St Helier Jersey / Channel Islands -
Zwtl.: NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
27 September 2019
RECOMMENDED CASH ACQUISITION
of
ATRIUM EUROPEAN REAL ESTATE LIMITED
by
NB (2019) B.V.
(an indirect wholly-owned subsidiary of
Gazit-Globe Limited)
to be implemented by means of a scheme of
arrangement under Article 125 of the Companies
Law
Publication of the Scheme Document
On 23 July 2019, the Independent Committee of the Board of Directors (the
"Independent Committee") of Atrium European Real Estate Limited (VSE/Euronext:
ATRS) ("Atrium" or the "Company") announced that they had reached an agreement
with the board of directors of Nb (2019) B.V. ("Bidco"), an indirect wholly-
owned subsidiary of Gazit-Globe Ltd ("Gazit"), on the terms and conditions of a
recommended cash acquisition (the "Acquisition") by Bidco 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 subsidiaries.
Atrium and Gazit are pleased to announce that Atrium has today published a
circular in relation to the Acquisition (the "Scheme Document"). The Scheme
Document is available, subject to certain restrictions relating to persons in
Restricted Jurisdictions, on Atrium's website at https://www.aere.com [https://
www.aere.com/] and on Gazit's website at http://www.gazitglobe.com [http://
www.gazitglobe.com/]. A German translation of the Scheme Document will be made
available later today on Atrium's website.
The Scheme Document, together with associated Forms of Proxy for the Court
Meeting and the General Meeting, will be sent to registered holders of Atrium
Shares today. The Scheme Document, together with associated Forms of
Instructions for the Court Meeting and the General Meeting, will be distributed
by Euroclear to the account holding banks and brokers (via an intermediary of
Euroclear), with the instruction to the account holding banks and brokers to
provide the Scheme Document and the associated Forms of Instructions to persons
holding interests in Scheme Shares through such account holding banks or
brokers. The Scheme Document sets out, among other things, a letter from the
Chairman of the Independent Committee, the full terms and conditions of the
Scheme, the expected timetable of principal events, an explanatory statement,
notices of the Court Meeting and the General Meeting and details of the actions
to be taken by Atrium Shareholders.
Save as otherwise defined, capitalised terms used but not defined in this press
announcement shall have the meaning given to them in the Scheme Document.
Recommendation of the Independent Committee
Having taken into account the advice received, the Independent Committee
continues to unanimously recommend that Atrium Shareholders vote in favour of
the Scheme. The Independent Committee has received a fairness opinion letter
from UBS AG London Branch ("UBS") as to the financial terms of the Acquisition,
subject to the terms and conditions set out therein.
In addition, Atrium and Bidco have entered into an implementation agreement,
which sets out the terms of the Acquisition, including a number of provisions
that aim to protect the Independent Scheme Shareholders.
First, the implementation agreement provides for a seven week 'go-shop
exercise', which ended on 10 September 2019. Despite engaging with more than 35
potential purchasers, Atrium did not receive any Superior Proposals.
Second, the Acquisition is structured as a court-sanctioned scheme of
arrangement under Jersey law, which means that the Acquisition can only succeed
if approved by a majority in number of the Independent Scheme Shareholders,
present and voting at the Court Meeting, whether in person or by proxy,
representing not less than 75% of the total voting rights voted at the Court
Meeting.
Finally, a majority of the Board of Directors of Atrium is expected to remain
independent until such time as the Acquisition is completes, which is expected
to occur in January 2020.
Furthermore, the Independent Committee notes that:
* the Consideration Amount represented a premium of 18.3% and 18.0% to both the
closing price of 22 July 2019 (EUR3.17) and the volume-weighted average price
of EUR3.18 for each Atrium Share for the one-month period ended on that same
date;
* the terms of the Acquisition provide a vehicle for Atrium Shareholders to
monetise their Atrium Shares without suffering an illiquidity discount;
* the Consideration Amount reflects a premium to Atrium's peers[1] [https://
easy.euroadhoc.com/#_ftn1] on various key cash flow metrics[2] [https://
easy.euroadhoc.com/#_ftn2] i.e. c.7.9% 2019 Estimated offer implied FFO yield
vs. peer average of c.9.9% and c.7.3% 2019 Estimated offer implied dividend
yield vs. peer average of c.8.6%; and
* peers1 are currently trading on average at a 31% discount to EPRA NAV so the
Gazit offer, which is in cash and without financing or regulatory conditions
attached to it, is an attractive opportunity for minority shareholders to exit
in full at an implied 26% discount to EPRA NAV.
Action required
As further described in the Scheme Document, in order for the Scheme to become
Effective, the Scheme must be approved by a majority in number of the
Independent Scheme Shareholders, present and voting at the Court Meeting,
whether in person or by proxy, representing not less than 75% of the total
voting rights voted at the Court Meeting. The Scheme must also be sanctioned by
the Royal Court of Jersey (the "Court"). In addition, Atrium Shareholders
representing at least two thirds of the votes cast at the General Meeting in
person or by proxy need to vote in favour of the Resolution at the General
Meeting.
The Court Meeting and the General Meeting to approve the Scheme (and the steps
contemplated by the Scheme) are scheduled to be held at 10.00 a.m. and 10.30
a.m. (or as soon thereafter as the Court Meeting has concluded or been
adjourned), respectively, on 25 October 2019 at the offices of Aztec Financial
Services (Jersey) Limited at 11-15 Seaton Place St Helier JE4 0QH.
Accompanying the Scheme Document, registered holders of Atrium Shares will find
two Forms of Proxy, for the Court Meeting and General Meeting respectively. The
Forms of Instruction will be provided by Euroclear to the account holding banks
and brokers (via an intermediary of Euroclear) with an instruction to provide
the Forms of Instruction to persons holding interests in Scheme Shares through
such account holding banks or brokers. The Form of Instruction titled "Form A1 -
Scheme Court Meeting on 25 October 2019" and the Form of Proxy titled "Form A2 -
Scheme Court Meeting on 25 October 2019" are to be used in connection with the
Court Meeting. The Form of Instruction titled "Form B1 - Extraordinary General
Meeting" and the Form of Proxy titled "Form B2 - Extraordinary General Meeting"
are to be used in connection with the General Meeting. Both Forms of Instruction
(A1 and B1) and both Forms of Proxy (A2 and B2) are available on Atrium's
website at https:/www.aere.com/pressreleases.aspx. The deadlines for submitting
the Forms of Instruction and the Forms of Proxy for the Court Meeting and the
General Meeting are set out below.
It is important that as many votes as possible are cast, in particular during
the Court Meeting, so that the Court may be satisfied that there is a fair and
reasonable representation of the Independent Scheme Shareholders opinion.
Independent Scheme Shareholders and persons holding interests in Scheme Shares
through Euroclear are, therefore, strongly urged to complete, sign and return
the Forms of Instruction (A1 and B1) or the Forms of Proxy (A2 and B2) (as
applicable) in accordance with the notes contained therein.
The expected timetable of principal events for the implementation of the Scheme
is set out below. All references in this document to times are to London time
unless otherwise stated. The dates and times given are indicative only and are
based on Atrium's current expectations and may be subject to change (including
as a result of changes to the regulatory timetable). If any of the expected
times and/or dates above change, the revised times and/or dates will be notified
to Atrium Shareholders by announcement through a Regulatory Information Service.
Expected timetable of principal events
Event Time and/or date
Voting Record Time for the Court 6.00 p.m. on 23 October 2019(1)
Meeting and the General Meeting
Latest time for lodging Forms of
Instruction by persons holding an
interest in Atrium Shares through
Euroclear for the:
Court Meeting (Form A1) 10.00 a.m. on 21 October 2019(2)
General Meeting (Form B1) 10.30 a.m. on 21 October 2019(3)
Latest time for lodging Forms of Proxy
by Atrium Shareholders for the:
Court Meeting (Form A2) 10.00 a.m. on 23 October 2019(4)
General Meeting (Form B2) 10.30 a.m. on 23 October 2019(5)
Court Meeting 10.00 a.m. on 25 October 2019
General Meeting 10.30 a.m. on 25 October 2019(6)
The following dates are indicative only
and are subject to change:(7)
Court Hearing 5 November 2019(8)
Special Dividend Record Time November 2019 (9)
Special Dividend Payment Date November 2019(9)
Last day of dealings in Atrium Shares 2 January 2020
Dealing in Atrium Shares suspended in By 8.00 a.m. on 3 January 2020(10)
Amsterdam
Dealing in Atrium Shares suspended in By 8.00 a.m. on 3 January 2020(10)
Vienna
Scheme Record Time 6.00 p.m. on 7 January 2020
Effective Date of the Scheme 8 January 2020
De-listing of Atrium Shares in By 8.00 a.m. on 9 January 2020
Amsterdam and Vienna
Despatch of Cash Consideration Amount By 22 January 2020
due under the Scheme
Long Stop Date 23 April 2020(11)
Notes:
(1) If either the Court Meeting or the General Meeting is adjourned, the Voting
Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day
which is two Business Days before the date of the adjourned meeting.
(2) It is requested that Forms of Instruction for the Court Meeting (Form A1) be
lodged not later than 10.00 a.m. on 21 October 2019 (or in the case of an
adjourned meeting, not less than 96 hours before the time set for an adjourned
meeting, excluding any part of a day that is not a working day in Jersey).
(3) It is requested that Forms of Instruction for the General Meeting (Form B1)
be lodged not later than 10.30 a.m. on 21 October 2019 (or in the case of an
adjourned meeting, not less than 96 hours before the time set for an adjourned
meeting, excluding any part of a day that is not a working day in Jersey).
(4) It is requested that Forms of Proxy for the Court Meeting (Form A2) be
lodged not later than 10.00 a.m. on 23 October 2019 (or in the case of an
adjourned meeting, not less than 48 hours before the time set for an adjourned
meeting, excluding any part of a day that is not a working day in Jersey).
(5) Forms of Proxy for the General Meeting (Form B2) must be lodged not later
than 10.30 a.m. on 23 October 2019 (or in the case of an adjourned meeting, not
less than 48 hours before the time set for an adjourned meeting, excluding any
part of a day that is not a working day in Jersey).
(6) Or as soon as the Court Meeting shall have concluded or been adjourned.
(7) These dates are indicative only and will depend, among other things, on the
date upon which: (i) the Conditions are satisfied or (if capable of waiver)
waived; (ii) the Court sanctions the Scheme; and (iii) the Scheme Court Order is
delivered to the Registrar of Companies.
(8) The Court Hearing to sanction the Scheme is expected to be held on or after
satisfaction, or, where applicable, waiver of Conditions 1.2(a), 1.2(b) and 1.2
(d) to 1.2(g) (inclusive), as set out in Part Three (Conditions and further
terms to the Implementation of the Scheme and to the Acquisition) of the Scheme
Document. Atrium will give adequate notice of the date and time of the Court
Hearing, once known, by issuing an announcement through a Regulatory Information
Service.
(9) These dates are subject to change. However, the Special Dividend Record Time
and Special Dividend Payment Date will be confirmed as soon as reasonably
practicable following the Court Hearing and, assuming the Court sanctions the
Scheme, by issuing an announcement through a Regulatory Information Service.
(10) There is a gap between the suspension dates and the Scheme Record Time to
allow for trades made on the last day of dealing in interests in Atrium Shares
held through Euroclear to settle.
(11) This is the latest date by which the Scheme may become Effective unless
Bidco and Atrium agree (and, if required, the Court permits) a later date.
If you have any questions about the Scheme Document, the Court Meeting or the
General Meeting, please refer to the FAQs which are available on Atrium's
website (https://www.aere.com/pressreleases.aspx [https://www.aere.com/
pressreleases.aspx]). If you have any questions on how to complete the Forms of
Proxy or the Forms of Instruction, please refer to Atrium's website.
Enquiries
FTI Consulting Inc.: +44 (0)20 3727 1000
Richard Sunderland/Claire Turvey: scatrium@fticonsulting.com
UBS AG London Branch (Financial Adviser to Atrium)
Sebastiaan van Loon +44 (0)779559010
Important notices relating to financial advisers
UBS is authorised and regulated by the Financial Market Supervisory Authority in
Switzerland. It is authorised by the Prudential Regulation Authority and subject
to regulation by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority in the United Kingdom. UBS is acting as
financial adviser to Atrium and no-one else in connection with the matters
described in this Announcement and will not be responsible to anyone other than
Atrium for providing the protections afforded to clients of UBS nor for
providing advice in connection with the matters referred to herein. Neither UBS
nor any of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of UBS in connection
with this Announcement, any statement contained herein, the Acquisition or
otherwise.
Lazard & Co., Limited (which is authorised and regulated by the FCA) and Lazard
& Co, GmbH (together, "Lazard") are acting as financial adviser to Atrium in
relation to the Acquisition and no-one else in connection therewith and will not
be responsible to anyone other than Atrium for providing the protections
afforded to clients of Lazard or for providing advice in connection with the
Acquisition and other matters referred to herein. Neither Lazard nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard in connection with this
Announcement, any statement contained herein, the Acquisition or otherwise.
Citigroup Global Markets Limited ("Citi), authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting as financial adviser to Gazit and no
one else in connection with the matters described in this Announcement and will
not be responsible to anyone other than Bidco for providing the protections
afforded to clients of Citigroup Global Markets Limited nor for providing advice
in connection with the matters referred to herein. Without prejudice to
liability for fraud, Citigroup Global Markets Limited and its affiliates
disclaim any liability to any other person in connection with the Acquisition or
any matter or arrangement referred to herein.
Overseas Jurisdictions
The ability of Atrium Shareholders who are not resident in and citizens of the
Netherlands, Austria, United Kingdom or Jersey to participate in the Acquisition
may be affected by the laws of the relevant jurisdictions in which they are
located or of which they are citizens. Persons who are not resident in the
Netherlands, Austria or Jersey should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
The release, publication or distribution of this document in or into
jurisdictions other than the Netherlands, Austria or Jersey may be restricted by
law and therefore any persons who are subject to the law of any jurisdiction
other than the Netherlands, Austria or Jersey should inform themselves of, and
observe, any applicable requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or liability
for the violation of such restrictions by any person. This document has been
prepared for the purposes of complying with Jersey law, Dutch law and Austrian
law and the information disclosed may not be the same as that which would have
been disclosed if this document had been prepared in accordance with the laws of
jurisdictions outside of the Netherlands, Austria and Jersey. Jersey law will
apply in respect of the Acquisition.
This document will not be made available, directly or indirectly, in or into, or
by use of the mails or any other means or instrumentality (including, without
limitation, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, any Restricted Jurisdiction, and no
person may vote in favour of (or against) the Acquisition by any such use,
means, instrumentality or facility or from within a Restricted Jurisdiction.
Copies of this document and formal documentation relating to the Acquisition are
not being, and must not be, directly or indirectly, mailed or otherwise
forwarded or distributed in, into or from a Restricted Jurisdiction. Persons
receiving this document (including custodians, nominees and trustees) must not
distribute or send it in, into or from a Restricted Jurisdiction.
Notice to shareholders in the US
The Acquisition relates to shares in a Jersey company and is proposed to be made
by means of a scheme of arrangement under Jersey law. The Scheme relates to the
shares of a Jersey company that is a "foreign private issuer" as defined under
Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme
of arrangement is not subject to the shareholder vote, proxy solicitation and
tender offer rules under the US Exchange Act. Moreover, the Scheme is subject to
the disclosure requirements and practices applicable in Jersey to schemes of
arrangement, which differ from the disclosure requirements of the US proxy
solicitation rules and tender offer rules. Financial information included in (or
incorporated by reference into) this document has been prepared in accordance
with accounting standards applicable in Jersey that may not be comparable to the
standards used in preparing the financial statements of US companies.
Neither the SEC nor any US state securities commission has approved or
disapproved any offer, or passed comment upon the adequacy or accuracy of this
document. Any representation to the contrary is a criminal offence in the US.
It may be difficult for US Holders of Atrium Shares to enforce their rights and
any claim arising out of the US federal securities laws, since Atrium and Bidco
are each located in a non-US jurisdiction, and some or all of their officers and
directors are residents of non-US jurisdictions. US Holders of Atrium Shares may
not be able to sue a non-US company or its officers or directors in a non-US
court for violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US court's
judgement.
The settlement procedure with respect to the Acquisition will be consistent with
Jersey practice, which differs from US domestic tender offer procedures in
certain material respects, particularly with regard to the date of payment.
The receipt of cash pursuant to the Scheme by a US Holder of Atrium Shares as
consideration for the cancellation of its Atrium Shares pursuant to the terms of
the Scheme is a taxable transaction for US federal income tax purposes and under
applicable US state and local tax laws, as well as foreign and other tax laws.
Forward-looking statements
This document (including information incorporated by reference in this
document), oral statements made regarding the Acquisition, and other information
published by Bidco, Gazit and Atrium contain statements which are, or may be
deemed to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Bidco, Gazit and
Atrium about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
The forward-looking statements contained in this document include statements
relating to the expected effects of the Acquisition on Bidco, Gazit and Atrium,
the expected timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would", "might" or "will"
be taken, occur or be achieved. Although Bidco, Gazit and Atrium believe that
the expectations reflected in such forward-looking statements are reasonable,
Bidco, Gazit and Atrium can give no assurance that such expectations will prove
to be correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied by
such forward-looking statements.
These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; future market conditions, changes in general economic and business
conditions, the behaviour of other market participants, the anticipated benefits
from the proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which Bidco, Gazit
and Atrium operate; weak, volatile or illiquid capital and/or credit markets,
changes in tax rates, interest rate and currency value fluctuations; the degree
of competition in the geographic and business areas in which Bidco, Gazit and
Atrium operate and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual results
to differ materially from those in the forward-looking statements. Such forward-
looking statements should therefore be construed in the light of such factors.
Neither Bidco, Gazit nor Atrium, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any forward-
looking statements in this document will actually occur. You are cautioned not
to place any reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations, neither Bidco nor Atrium
is under any obligation, and Bidco, Gazit and Atrium expressly disclaim any
intention or obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
No profit forecasts or estimates
No statement in this document is intended as a profit forecast or estimate for
any period and no statement in this document should be interpreted to mean that
earnings or earnings for each share for Bidco, Gazit or Atrium, as appropriate,
for the current or future financial years would necessarily match or exceed the
historical published earnings or earnings for each share for Bidco, Gazit or
Atrium, as appropriate.
Publication on website and availability of hard copies
A copy of this document will be made available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Atrium's website at
https://www.aere.com/pressreleases.aspx and on Gazit's website at https://
www.gazitglobe.com/investor-relations/news-and-updates. For the avoidance of
doubt, the contents of these websites are not incorporated by reference and do
not form part of this document.
A person who has received this document may request a hard copy of any documents
or information incorporated by reference into this document. A copy of any such
documents or information incorporated by reference into this document will not
be provided unless requested by either calling Atrium's registrar, Aztec
Financial Services (Jersey) Limited, on +44 (0) 1534 833000. Calls are charged
at the standard geographic rate and will vary by provider. Calls from outside
the United Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday, excluding
public holidays in England and Wales. Please note that Aztec Financial Services
(Jersey) Limited cannot provide any financial, legal or tax advice and calls may
be recorded and monitored for security and training purposes.
Rounding
Certain figures included in this document have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures that precede them.
[1] [https://easy.euroadhoc.com/#_ftnref1] Atrium peer group includes Unibail-
Rodamco-Westfield, Klépierre, NEPI Rockcastle, Deutsche EuroShop,
Eurocommercial, Citycon, Wereldhave, Mercialys, EPP, Hammerson
[2] [https://easy.euroadhoc.com/#_ftnref2] Calculation based on broker consensus
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
--------------------------------------------------------------------------------
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