Atrium European Real Estate Limited

EANS-Adhoc: Atrium European Real Estate Limited
Notification of signing of a Share Purchase Agreement and resignation of Directors

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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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other
22.01.2015


Disclosure according to Sec 93 para 2 of the Austrian Stock Exchange Act and Sec
5:25i of the Dutch Financial Supervision Act - Notification of signing of a
Share Purchase Agreement and resignation of Directors

Ad hoc announcement - Jersey, 22 January 2015. Atrium European Real Estate
Limited ("Atrium"), with its principal office in Jersey, hereby announces that
it has been notified by Gazit Globe Ltd ("Gazit Globe") on behalf of its
wholly-owned subsidiaries Gazit Gaia Ltd ("Gazit Gaia") and Gazit Midas Ltd
("Gazit Midas") and by CPI CEE Management LLC on behalf of the consortium
managed by CPI CEE Management LLC (such consortium consists of CPI CEE Co-Invest
1 Limited and CPI CEE Co-Invest 2 Limited and CPI CEE Limited and is controlled
by Apollo Global Real Estate Management LP, an affiliate of Apollo Global
Management LLC) (the "Consortium") about the signing of a Share Purchase
Agreement on 21 January 2015 concerning the acquisition of 52,069,622 ordinary
shares (corresponding to 13.87% of the voting rights) in Atrium by Gazit Gaia
from entities forming part of the Consortium.

Following the completion of the acquisition which is expected to be on January
22, 2015 the ordinary shares in Atrium held by Gazit Gaia will increase from
49,681,381 ordinary shares (corresponding to 13.23% of the voting rights) to
101,751,003 ordinary shares (corresponding to 27.10% of the voting rights) and
will therefore exceed the thresholds of 15%, 20% and 25% as set forth in Sec 91
para 1 of the Austrian Stock Exchange Act. 

The ordinary shares in Atrium, either directly or indirectly held by Gazit
Globe, (through its wholly-owned subsidiaries Gazit Gaia and Gazit Midas) will
following the acquisition increase from 154,611,929 ordinary shares
(corresponding to 41.17% of the voting rights) to 206,681,551 ordinary shares
comprising 55.04% of the issued and outstanding shares and voting rights in
Atrium. Thus, the percentage of voting rights in Atrium held directly and
indirectly by Gazit Globe will exceed the reporting thresholds of 45% and 50% as
set forth in Sec 91 para 1 of the Austrian Stock Exchange Act.

The acquisition consists of a transfer of (i) 10,208,232 ordinary shares
(corresponding to 2.72% of the voting rights) in Atrium from CPI CEE Co-Invest 1
Limited to Gazit Gaia, (ii) 15,312,347 ordinary shares (corresponding to 4.08%
of the voting rights) in Atrium from CPI CEE Co-Invest 2 Limited to Gazit Gaia,
(iii) 26,549,042 ordinary shares (corresponding to 7.07% of the voting rights)
in Atrium from CPI CEE Limited to Gazit Gaia and (iv) 1 ordinary share in Atrium
from CPI CEE Management LLC to Gazit Gaia. As a result of the acquisition the
percentage of voting rights in Atrium held by the aforementioned companies of
the Consortium will fall under the 10%, 5% and 4% reporting thresholds as set
forth in Sec 91 para 1 of the Austrian Stock Exchange Act and will as of the
date of completion of the acquisition amount to a total of 0% (0 ordinary
shares). 

After the completion of the acquisition, the companies of the Consortium will
not hold any ordinary shares in Atrium, and the rights of CPI CEE Management LLC
under the existing agreements concluded between Atrium, Gazit Midas and CPI CEE
Management LLC will irrevocably be terminated after the transfer of shares
becomes effective. Atrium has been informed that two of Atriums' directors
nominated by CPI CEE Management LLC, Joseph Azrack and Roger Orf, will resign
from the Board of Directors.

For further information:
FTI Consulting Inc.: 
+44 (0)20 3727 1000
Richard Sunderland
Claire Turvey
Nick Taylor
atrium@fticonsulting.com

About Atrium European Real Estate 
Atrium is a leading real estate company focused on shopping centre investment,
management and development in Central and Eastern Europe. As at 30 September
2014 the Group owned 151 shopping centres and retail properties, with a market
value of EUR2.5 billion, diversified across seven countries with a total gross
lettable area of 1.3 million sqm. In 2013, Atrium produced a gross rental income
of EUR203.5 million.  

The Company is based in Jersey and dual listed on the Vienna and Euronext
Amsterdam Stock Exchanges under the ticker ATRS. 

This press release appears as a matter of record only and does not constitute an
offer to sell or a solicitation of an offer to purchase any security. 

Atrium is established as a closed-end investment company incorporated and
domiciled in Jersey and regulated by the Jersey Financial Services Authority as
a certified Jersey listed fund, and is listed on both the Vienna Stock Exchange
and the NYSE 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
Nick Taylor
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
 



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