Atrium European Real Estate Limited
EANS-Adhoc: ATRIUM EUROPEAN REAL ESTATE LIMITED ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER AND INCREASE IN MAXIMUM ACCEPTANCE AMOUNT
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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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Capital Measures
25.06.2020
St Helier Jersey / Channel Islands - NOT FOR 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 (THE
"UNITED STATES") OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
ATRIUM EUROPEAN REAL ESTATE LIMITED
ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER
AND INCREASE IN MAXIMUM ACCEPTANCE AMOUNT
Ad hoc announcement - Jersey, 25 June 2020. Atrium European Real Estate Limited
(the "Offeror") hereby announces the final results and pricing of its invitation
to holders of its EUR500,000,000 3.625 per cent. Notes due October 2022 (ISIN:
XS1118586244) (the "Notes") to tender EUR100,000,000 in aggregate principal
amount of Notes, or such higher amount as may be determined by the Offeror
taking into consideration the size of the New Notes Offering (the "Maximum
Acceptance Amount"), for purchase by the Offeror for cash (the "Offer").
The Offer was announced on 17 June 2020 and was made subject to satisfaction or
waiver of the New Financing Condition and subject to the other terms and
conditions contained in the tender offer memorandum dated 17 June 2020 (the
"Tender Offer Memorandum") prepared by the Offeror. Capitalised terms used in
this announcement but not defined have the meanings given to them in the Tender
Offer Memorandum.
The Expiration Deadline for the Offer was 5.00 p.m. (CET) on 24 June 2020.
As at the Expiration Deadline, EUR266,570,000 in aggregate principal amount of
the Notes had been validly tendered pursuant to the Offer. In accordance with
the terms and conditions set out in the Tender Offer Memorandum, the Offeror
hereby announces that it has exercised its discretion to increase the Maximum
Acceptance Amount payable for Notes accepted for purchase pursuant to the Offer
to EUR217,764,000.
The Offeror confirms that the New Financing Condition has been satisfied.
Following the Expiration Deadline, the Offeror hereby announces that it has
decided to accept for purchase EUR217,764,000 in aggregate principal amount of
the Notes validly tendered pursuant to the Offer, subject to the Pro-ration
factor, as set out below.
The Purchase Price in respect of the Notes accepted for purchase was determined
at or around 12.00 p.m. (CET) today. The Purchase Price in respect of the Notes
was determined on the basis of a fixed yield as described in the Tender Offer
Memorandum, all as set out below.
____________________________________________________________________________________________________________________
| | | | | | | | | |Outstanding |
| | ISIN / | Outstanding | |Purchase|Purchase|Purchase| Acceptance | Pro- |Principal |
| Notes |Common Code | Principal |Benchmark| Spread | Yield | Price | Amount |ration|Amount after |
| | | Amount | | | | | |factor|Settlement |
|______________|____________|______________|_________|________|________|________|______________|______|Date__________|
|EUR500,000,000| | | | | | | | | |
| 3.625 per |XS1118586244| | -0.373 | | 2.227 |102.782 | | | |
| cent. Notes |/ 111858624 |EUR458,588,000|per cent.|+260 bps| per | per |EUR217,764,000|0.815 |EUR240,824,000|
| due October | | | | | cent. | cent. | | | |
|_____2022_____|____________|______________|_________|________|________|________|______________|______|______________|
The Purchase Price together with Accrued Interest will be paid to Noteholders
whose Notes have been accepted for purchase by the Offeror. Settlement is
expected to occur on 26 June 2020.
THE DEALER MANAGERS
Citigroup Global Markets Limited
Citigroup Centre Deutsche Bank AG, London Branch
Canada Square Winchester House
Canary Wharf 1 Great Winchester Street
London E14 5LB London EC2N 2DB
United Kingdom United Kingdom
Telephone: +44 20 7986 8969 Telephone: +44 20 7545 8011
Attention: Liability Management Group Attention: Liability Management Group
Email:
liabilitymanagement.europe@citi.com
THE TENDER AGENT
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: 020 7547 5000
Attention: Debt & Agency Services - Corporate Trust
Email: xchange.offer@db.com
For further information:
FTI Consulting Inc.: +44 (0)20 3727 1000
Richard Sunderland
atrium@fticonsulting.com
DISCLAIMER
The offer period for the Offer has now expired. No further tenders of any Notes
may be made pursuant to the Offer. 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. If any
Noteholder is in any doubt as to the contents of this announcement and/or the
Tender Offer Memorandum or the action it should take, it is recommended to seek
its own financial advice, including in respect of any tax consequences, from its
broker, bank manager, solicitor, accountant or other independent financial, tax
or legal adviser. The Dealer Managers and the Tender Agent do not accept any
responsibility for the accuracy or completeness of the information contained in
this announcement or the Tender Offer Memorandum including (without limitation)
information concerning the Offeror or its subsidiaries and affiliates or for any
failure by the Offeror to disclose events that may have occurred and may affect
the significance or accuracy of such information.
Further inquiry note:
FTI Consulting Inc.:
+44 (0)20 3727 1000
Richard Sunderland
atrium@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: Wien, Luxembourg Stock Exchange
language: English