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Atrium European Real Estate Limited

EANS-Adhoc: Atrium European Real Estate Limited
adjournment of Noteholders Meeting

  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.
04.06.2010
Atrium European Real Estate Limited announces adjournment of 
Noteholders Meeting and Extension of Tender Offer in relation to its 
E600,000,000 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, 4 June 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 that the meeting (the Meeting) of
the holders (the Noteholders) of its outstanding E600,000,000 5.375 
per cent. Guaranteed Notes due 2013 (ISIN: XS0263871328) (the Notes) 
to consider the Proposal was inquorate in respect to the First 
Extraordinary Resolution, but achieved the necessary quorum for the 
Second Extraordinary Resolution which was duly considered and passed.
Accordingly the Meeting, with respect to the First Extraordinary 
Resolution, has been adjourned and will reconvene on Friday 18 June 
2010 at 10.00 a.m. (London time) in order that the First 
Extraordinary Resolution may be considered and, if thought fit, 
passed, at such adjourned meeting (the Adjourned Meeting).
As at the time and date of the Meeting: * Tender Instructions in 
respect of E100,839,000 in nominal amount of the Notes   had been 
received; and * Ineligible Noteholder Instructions in respect of 
E220,000 in nominal amount   of the Notes had been received,
amounting to E101,059,000 in nominal amount of the Notes, with all 
E101,059,000 voting in favour of the First Extraordinary Resolution 
and the Second Extraordinary Resolution.
Although sufficient votes were not received prior to the Meeting to 
achieve the quorum required for the First Extraordinary Resolution 
(being 75% of the nominal amount of Notes outstanding), sufficient 
votes were received by the Meeting to achieve the quorum to consider 
the Second Resolution (being a clear majority of the nominal amount 
of Notes outstanding). The quorum for the Adjourned Meeting to 
consider the First Extraordinary Resolution is 25% of the nominal 
amount of Notes outstanding.
In conjunction with the adjournment of the Meeting the Company also 
announces today the extension of its invitation for Noteholders to 
tender their Notes for purchase by the Company for cash (the Offer). 
The Offer will now expire on Friday 18 June 2010 at 4.00 p.m. (London
time) (the Expiration Deadline). 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 and the announcement by 
the Company dated 29 April 2010.  Capitalised terms used but not 
otherwise defined in this announcement shall have the meanings given 
to them 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.
Under the Offer and the Proposal, all (i) Tender Instructions and 
(ii) Ineligible Noteholder Instructions in favour of the Proposal are
irrevocable except in the limited circumstances in which such 
revocation is permitted as described in the Tender Offer Memorandum.
Noteholders should note that all voting instructions, whether 
effected through (i) Tender Instructions, (ii) Ineligible Noteholder 
Instructions or (iii) otherwise, given in respect of the Meeting held
on 4 June 2010 remain valid for the Adjourned Meeting. Noteholders 
who have already voted therefore need take no further action in 
respect of the Adjourned Meeting.
Pursuant to the Proposal, Noteholders tendering Notes by 10.00 a.m. 
(London time) on 16 June 2010 (the Voting Deadline), including those 
tendered prior to the publication of this announcement, will be 
deemed to have delivered their consent to the First Extraordinary 
Resolution.
The acceptance for repurchase by the Company of particular 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. It
is the intention of the Company that following the Adjourned Meeting,
irrespective of whether the First Extraordinary Resolution is passed,
it will purchase those Notes that have been validly tendered pursuant
to the Offer.
The updated indicative timetable is summarised below:
Event                              Expected Time/Date
Voting Deadline:                   10.00 a.m. (London time) on 16 June 2010
Adjourned Meeting of Noteholders
and, if applicable, execution
of the Supplemental Trust Deed     10.00 a.m. (London time) on 18 June 2010
Expiration Deadline:               4.00 p.m. (London time) on 18 June 2010
Announcement of Results            At or around 2.00 p.m. (London time) on 21
                                   June 2010
Expected Settlement Date:          23 June 2010
The deadlines set by any intermediary or clearing system will be 
earlier than the deadlines specified above.
Further Information The Offer and the Proposal are described in full 
in the Tender Offer Memorandum, which is available from the Tender 
Agent, as supplemented by this announcement. 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:

Financial Dynamics, London
Richard Sunderland / Laurence Jones
Phone: +44 (0)20 7831 3113
mailto:richard.sunderland@fd.com

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

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