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Atrium European Real Estate Limited

EANS-Adhoc: Tender Offer and Proposal for EUR600,000,000 5.375 per cent. Guaranteed Notes due 2013

  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.
29.04.2010
Atrium European Real Estate Limited announces Tender Offer and 
Proposal for its
EUR600,000,000 5.375 per cent. Guaranteed Notes due 2013
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ITALY (SEE 
"OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
Jersey, 29 April 2010:  Atrium  European  Real  Estate  Limited  (the
Company) (ATX/Euronext: ATRS), a leading real estate company focused 
on shopping  centre investment, management and development in Central
and Eastern Europe, announced today an invitation to holders of its 
outstanding EUR600,000,000 5.375 per cent. Guaranteed Notes due 2013 
(ISIN: XS0263871328)  (the  Notes)  to  tender  their Notes for 
purchase by the Company for cash (the Offer).  Concurrently with  the
Offer, the Company is inviting Noteholders to consider  and,  if  
thought  fit, pass two separate Extraordinary  Resolutions  to  
provide  for  the  amendments outlined below to be made to  the  
terms  and  conditions  of  the  Notes  (the Proposal).
The Offer and the Proposal are being made on  the  terms  and  
subject  to  the conditions contained in the tender offer memorandum 
dated 29  April  2010  (the Tender Offer Memorandum), including the 
offer and distribution restrictions set out below and as more fully 
described in the Tender Offer Memorandum (the Offer Restrictions), 
and this announcement should be read  in  conjunction  with  the 
Tender Offer Memorandum.  Capitalised terms used but not otherwise  
defined  in this announcement shall have the meanings given to them  
in  the  Tender  Offer Memorandum.
The principal purpose of the Offer and the Proposal is to repurchase 
or  redeem all of the outstanding Notes.  In  addition  to  the  
immediate  interest  cost savings, the Company considers that it can 
source financing opportunities at  a lower cost and otherwise on more
appropriate terms.  To the  extent  the  Offer and the Proposal do 
not result in the repurchase or redemption of  all  of  the 
outstanding Notes, the Company seeks  to  amend  substantially  the  
terms  and conditions of the Notes in order to allow the  Company  to
pursue  alternative financing opportunities.
Details of the Offer and the Proposal
The Company will pay a cash purchase  price  equal  to  100  per  
cent.  of  the nominal  amount  of  the  Notes  (the  Repurchase  
Price)  accepted  by  it  for repurchase pursuant to the Offer.  The 
Company  will  also  pay  an  amount  in respect of accrued interest 
(an Accrued Interest Payment) on such Notes.
Noteholders who validly tender their Notes by 4.00 p.m. (London time)
on 20  May 2010 (and who do not subsequently  revoke  such  tender)  
will  be  eligible  to receive an additional cash payment (the Early 
Tender Payment) equal to  1.5  per cent. of  the  nominal  amount  of
such  Notes  accepted  by  the  Company  for repurchase in 
consideration for its tender of the relevant Notes.
The Offer begins on 29 April 2010 and expires at 4.00 p.m. (London  
time)  on  7 June 2010 (the Expiration  Deadline),  unless  extended 
or  terminated  by  the Company.  In order to be eligible to receive 
the Repurchase  Price,  Noteholders must validly tender their Notes 
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 
accept the Offer should  refer to the Tender Offer Memorandum for the
procedures  which  must  be  followed  in order to accept the Offer.
Pursuant to the Proposal, Noteholders tendering Notes  by  10.00  
a.m.  (London time) on 2 June 2010 (the Voting Deadline) will be  
deemed  to  have  delivered their consent  to  the  Extraordinary  
Resolutions.   The  First  Extraordinary Resolution, if passed, 
provides for the insertion of a call option by which the Company 
shall redeem on 11 June 2010 (the Settlement Date) all  (but  not  
some only) of the Notes remaining (if any) on completion of the 
Offer.   The  Second Extraordinary  Resolution,  if  passed,  would  
allow  for   the   removal   of substantially all of the  covenants  
and  certain  of  the  events  of  default contained in the terms and
conditions of the Notes and the insertion of  a  put option which may
be exercised (for a limited period) by Noteholders to whom the Offer 
is not being made pursuant to the Offer Restrictions (each an  
Ineligible Noteholder).  Ineligible Noteholders who wish to 
participate  in  the  Proposal should refer to the Tender Offer 
Memorandum for the procedures  which  must  be followed in order to 
participate.  Ineligible Noteholders who  submit  a  valid Ineligible
Noteholder Instruction in favour of the Proposal prior to the  Early 
Tender Deadline may be eligible to receive an identical  amount  to  
the  Early Tender Payment.
A summary of the terms appears below:
Description of  |Common      |Outstanding|Amount    |Total Early   |Repurchase |
the Notes       |code/ISIN   |nominal    |subject to|Tender        |Price      |
                |            |amount     |the Offer |Consideration |           |
EUR600,000,000  |026387132 / |EUR152,562,|Any and   |101.5 per     |100  per   |
5.375 per cent. |XS0263871328|000        |all       |cent. of the  |cent. of   |
Guaranteed Notes|            |           |          |nominal amount|the nominal|
due 2013        |            |           |          |of the Notes  |amount of  |
                |            |           |          |plus the      |the Notes  |
                |            |           |          |Accrued       |           |
                |            |           |          |Interest      |           |
                |            |           |          |Payment       |           |
The Company is under no obligation to accept for repurchase any  
Notes  tendered pursuant to the Offer.  The acceptance for repurchase
by the  Company  of  Notes
tendered pursuant to the Offer is at the sole  discretion  of  the  Company  and
tenders may be rejected by the Company for any reason.
The indicative timetable is summarised below:
Event                             Expected Time/Date
Launch Date:                      29 April 2010
Early Tender Deadline:            4.00 p.m. (London time) on 20 May 2010
Voting Deadline:                  10.00 a.m. (London time) on 2 June 2010
Meeting of Noteholders:           10.00 a.m. (London time) on 4 June 2010
Expiration Deadline:              4.00 p.m. (London time) on 7 June 2010
Announcement of Results and, if   At or around 2.00 p.m. (London time)
applicable, execution of the      on 8 June 2010
Supplemental Trust Deed*:
Expected Settlement Date*:        11 June 2010
*If there is to be an adjourned Meeting, the relevant indicative date will be
adjusted accordingly.
The deadlines set by any intermediary or clearing system will  be  
earlier  than the deadlines specified above.
Under the  Offer  and  the  Proposal,  all  (i)  Tender  Instructions
and  (ii) Ineligible Noteholder Instructions in favour of the 
Proposal  delivered  by  the Early Tender Deadline will be 
irrevocable except in  the  limited  circumstances in which  such  
revocation  is  permitted  as  described  in  the  Tender  Offer 
Memorandum.
Subject to applicable law and as provided in the Tender  Offer  
Memorandum,  the
Company may, in its sole discretion, extend, amend, waive any  condition  of  or
terminate the Offer and/or the Proposal at any time.
Further Information
The  Offer  and  the  Proposal  are  described  in  full  in  the  Tender  Offer
Memorandum,  which  is  available  from  the  Tender   Agent.    Merrill   Lynch
International is the Dealer Manager for the Offer and the Proposal.
Requests for information in relation to the Offer and the Proposal 
should be                                   directed to:
THE DEALER MANAGER
Merrill Lynch International
                              2 King Edward Street
                                 London EC1A 1HQ
                                 United Kingdom
                           Telephone: +44 20 7995 3715
                            Attention: John Cavanagh
                         Email:  john.m.cavanagh@baml.com
Requests for information in relation to the procedures for tendering Notes in,
   and for any documents or materials relating to, the Offer and the Proposal
                             should be directed to:
THE TENDER AGENT
Lucid Issuer Services Limited
                                   Leroy House
                                 436 Essex Road
                                  London N1 3QP
                                 United Kingdom
                 For information by telephone: +44 20 7704 0880
                             Fax:  +44 20 7067 9098
                    Attention:  Lee Pellicci / Thomas Choquet
                           Email:   atrium@lucid-is.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 Offer or the Proposal.  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 Offer or otherwise participate in 
the Proposal.  None  of the Company, the Dealer Manager, the Tender  
Agent  or  the  Trustee  makes  any recommendation as to whether 
Noteholders should tender any Notes  in  the  Offer or participate in
the Proposal.
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 Offer  
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 Offer 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 Offer 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.
Italy.  The Offer is not being made, directly or indirectly, in the 
Republic  of Italy (Italy).  The Offer, this announcement and  the  
Tender  Offer  Memorandum have not been submitted to the clearance 
procedure of the Commissione  Nazionale per le Società e la Borsa 
(CONSOB) pursuant to  Italian  laws  and  regulations. Accordingly, 
Noteholders are  notified  that,  to  the  extent  Noteholders  are 
located or resident in Italy, the Offer is not available to them  and
they  may not tender Notes for repurchase pursuant to the Offer and, 
as such,  any  Tender Instructions received from such persons  shall 
be  ineffective  and  void,  and neither this announcement, the 
Tender Offer Memorandum nor any  other  documents or materials 
relating to the Offer or the  Notes  may  be  distributed  or  made 
available in Italy.
United Kingdom.  The  communication  of  this  announcement,  the  
Tender  Offer Memorandum and any other documents or materials 
relating to  the  Offer  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 Offer is 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 documents 
or materials relating to the Offer have  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, 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  
Offer. Neither this announcement nor the Tender Offer Memorandum has 
been  or  will  be submitted to or approved by the Autorité des 
Marchés Financiers.
Jersey. The Offer does not constitute a prospectus nor an  offer  or 
invitation 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 is required or 
has been sought under these  laws  or  any  other securities laws in 
the Island of Jersey.
end of announcement                               euro adhoc

Further inquiry note:

For further information:

Financial Dynamics:
+44 (0)20 7831 3113
Richard Sunderland
Laurence Jones
atrium@fd.com

Branche: Real Estate
ISIN: JE00B3DCF752
WKN:
Index: Standard Market Continous
Börsen: Wien / official market

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