Atrium European Real Estate Limited
EANS-Adhoc: Atrium European Real Estate Limited
Tender Offer
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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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31.05.2012
Tender Offers by Atrium European Real Estate Limited for any and all of its
outstanding EUR32,050,000 Tranche A 6 per cent. Notes due 2013 and its
outstanding EUR67,950,000 Tranche B Floating Rate Notes due 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, 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, 31 May 2012: Atrium European Real Estate Limited (the Company)
announced today an invitation to holders of its outstanding (a) EUR32,050,000
Tranche A 6 per cent. Notes due 2013 (ISIN: AT0000341789) and (b) EUR67,950,000
Tranche B Floating Rate Notes due 2013 (ISIN: AT0000341797) (together, the
Notes) to tender their Notes for purchase by the Company for cash (each an
Offer and together the Offers). The Offers are being made on the terms and
subject to the conditions and defined terms contained in the tender offer
memorandum dated 31 May 2012 (the Tender Offer Memorandum) prepared by the
Company for the Offers, and are subject to the offer restrictions set out below
and as more fully described in the Tender Offer Memorandum.
The Offers are intended to allow the Company to continue its strategy of
acquiring its debt in order to achieve immediate net interest cost savings and,
where appropriate, to source financing opportunities on more appropriate terms.
The Company will pay EUR1,030 (the Purchase Price) for each EUR1,000 in nominal
amount of the Notes accepted by it for purchase pursuant to the Offers. The
Company will also pay accrued interest on such Notes.
Description of the ISIN Outstanding Amount Purchase Price
Notes nominal subject to
amount* the Offers
EUR32,050,000 AT0000341789 EUR32,050,000 Any and all EUR1,030 for each
Tranche A 6 per EUR1,000 in
cent. Notes due nominal amount
2013
EUR67,950,000 AT0000341797 EUR67,950,000 Any and all EUR1,030 for each
Tranche B EUR1,000 in
Floating Rate Notes nominal amount
due 2013
* EUR6,100,000 in aggregate nominal amount of the Fixed Rate Notes and
EUR3,950,000
in aggregate nominal amount of the Floating Rate Notes are currently held by
the Company.
The Offers begin on 31 May 2012 and expire at 5.00 p.m. (Vienna time) on 28
June 2012 (the Expiration Deadline), unless extended, re-opened or terminated.
In order to be eligible to receive the relevant Purchase Price pursuant to the
relevant 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 Offers 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: 31 May 2012
Expiration Deadline: 5.00 p.m. (Vienna time) on 28 June 2012
Announcement of At or around 5.00 p.m. (Vienna time) on
Acceptance and Results: 29 June June 2012
Settlement Date: 3 July 2012
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 either Offer at any time.
Further Information
The Offers are described in full in the Tender Offer Memorandum, which (subject
to distribution restrictions) is available from the Tender Agent. Deutsche Bank
AG, London Branch is the Dealer Manager for the Offers.
Requests for information in relation to the Offers should be directed to:
THE DEALER MANAGER
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7545 8011
Attention: Liability Management Group
Email: liability.management@db.com
Requests for information in relation to the procedures for tendering Notes in,
and for any documents or materials relating to, the Offers 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: Trust & Securities 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
Offers. 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 Offers.
None of the Company, the Dealer Manager or the Tender Agent makes any
recommendation as to whether Noteholders should tender any Notes in the Offers.
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 Manager 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 Offers 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 Offers to be made by a licensed broker or dealer and the Dealer
Manager or any of its affiliates is such a licensed broker or dealer in such
jurisdictions, the Offers shall be deemed to be made on behalf of the Company
by the Dealer Manager or such affiliate (as the case may be) in such
jurisdictions.
United States. The Offers are 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
Offers 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 Offers 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 Offers
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 Offers will represent that it is not
a U.S. Person, it is not located in the United States and is not participating
in the Offers 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 Offers 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 Offers, this announcement, the Tender Offer Memorandum or
any other documents or materials relating to the Offers have been submitted to
the clearance procedures of the Commissione Nazionale per le Società e la Borsa
(CONSOB) pursuant to Italian laws and regulations. Each 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, letter b)
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 Offers 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 Offers 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 Offers are 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 Offers 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 to D.411-3 of the French Code monétaire et financier, are eligible
to participate in the Offers. 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.
Jersey. The Offers do not constitute a prospectus nor offers or invitations 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, neither the Tender Offer Memorandum nor any
other documents relating to the Offers may be circulated in Jersey.
Further inquiry note:
FTI Consulting Inc
+44 (0)20 7831 3113
Richard Sunderland
Will Henderson
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
language: English