Atrium European Real Estate Limited
EANS-Adhoc: Atrium European Real Estate Limited
RECOMMENDED CASH ACQUISITION
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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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Results of Court Meeting and lapsing of the Scheme
Mergers - Acquisitions - Takeovers
25.10.2019
St Helier Jersey / Channel Islands -
RECOMMENDED CASH ACQUISITION
Results of Court Meeting and lapsing of the Scheme
Ad hoc announcement - Jersey, 25 October 2019, Atrium European Real Estate
Limited (VSE/Euronext: ATRS) ("Atrium" or the "Company") announces that, at the
Court Meeting held earlier today in connection with the recommended cash
acquisition (the "Acquisition") by Nb (2019) B.V. ("Bidco"), an indirect wholly-
owned subsidiary of Gazit-Globe Ltd ("Gazit"), for 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, to be implemented by means of a Court-
sanctioned scheme of arrangement under Article 125 of the Companies Law (the
"Scheme"), the requisite level of support for the Scheme (75% of the Scheme
Shares voted) was not obtained from Scheme Shareholders.
Accordingly, the Scheme has lapsed in accordance with paragraph 2.1 of Part 3 of
the scheme document dated 27 September 2019 (the "Scheme Document"). As the
Scheme was not approved at the Court Meeting, the General Meeting was adjourned
without assigning an alternative date prior to votes being cast. The Court
Hearing to sanction the Scheme, scheduled for 5 November 2019, will not take
place.
Voting result of the Court Meeting
The result, by number and percentage of votes cast at the Court Meeting, were as
follows:
______________________________________________________________________________
| | | | | |Number of |
| | | | | |Scheme Shares|
| | | | | |voted as a |
| | | | | |percentage of|
| | | | | |issued |
| | | | | |ordinary |
|Result of|Number of |Percentage of|Number of |Percentage of|share capital|
|Court |Scheme Shares|Scheme Shares|Scheme |Scheme |entitled to |
|Meeting |voted |voted |Shareholders|Shareholders |vote on the |
| | | |who voted |who voted |Scheme (i.e. |
| | | | | |excluding |
| | | | | |Atrium Shares|
| | | | | |held by Gazit|
| | | | | |Connected |
| | | | | |Holders |
|_________|_____________|_____________|____________|_____________|_____________|
|FOR |37,807,396 |63.60% |2 |66.67% |25.05% |
|_________|_____________|_____________|____________|_____________|_____________|
|AGAINST |21,637,090 |36.40% |1 |33.33% |14.34% |
|_________|_____________|_____________|____________|_____________|_____________|
|TOTAL |59,444,486 |100% |2[1] |100% |39.39% |
|_________|_____________|_____________|____________|_____________|_____________|
Except as otherwise defined herein, capitalised terms used but not defined in
this announcement have the same meanings as given to them in the Scheme
Document, which is available, subject to certain restrictions relating to
persons in Restricted Jurisdictions, on Atrium's website at https://
www.aere.com/recommendedca.aspx [https://www.aere.com/recommendedca.aspx].
For further information:
FTI Consulting Inc.: +44 (0)20 3727 1000
Richard Sunderland/Claire Turvey: scatrium@fticonsulting.com
[1] Please note that, whilst there are two votes for and one against, one person
votes both for and against, leading to a total of two voting shareholders.
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