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Meinl European Land Limited


St Helier Jersey (euro adhoc) -

  ots.CorporateNews übermittelt durch euro adhoc mit dem Ziel einer
  europaweiten Verbreitung. Für den Inhalt der Mitteilung ist das Unternehmen
St Helier, Jersey, 24 June 2008.
Meinl European Land Limited ("MEL" or the "Company"), whose 
certificates representing shares are listed on the Vienna Stock 
Exchange, announces that an Extraordinary General Meeting of the 
Company has been convened for 16 July 2008 at 10 a.m. in Jersey, the 
place of incorporation of MEL, at The Great Hall, Hotel de France, St
Saviours Road, Jersey JE1 7XP, to be followed at 11 a.m., or as soon 
thereafter as the Extraordinary General Meeting shall have concluded 
or adjourned, at the same location by an Annual General Meeting of 
the Company.  The Company has today published a shareholder circular 
(the "Circular") convening the Extraordinary General Meeting and 
providing shareholders and certificate holders with information 
related to the resolutions to be proposed at the Extraordinary 
General Meeting and has issued a Notice of Annual General Meeting 
convening the Annual General Meeting.  The Circular and Notice of 
Annual General Meeting are both available on the MEL website at
The purpose of the Extraordinary General Meeting is to consider and, 
if thought fit, to pass resolutions (the "Proposed Resolutions") 
relating to the proposed transaction announced by the Company on 20 
March 2008 between the Company, CPI/Gazit Holdings Limited ("CG 
Holdings"), a joint venture between Gazit-Globe Ltd ("Gazit"), a 
multinational real estate investment company listed on the Tel Aviv 
Stock Exchange (TASE:GLOB), and CPI Austria Holdings Limited ("CPI 
Austria"), a wholly-owned subsidiary of CPI Capital Partners Europe 
LP (and its parallel funds), a real estate fund advised by Citibank 
International plc through its business unit, Citi Property Investors 
("CPI"), whereby CG Holdings, Gazit and CPI Austria are to make an 
investment of up to EUR800 million in the Company as part of a total 
investment of up to EUR1.3 billion (the "Proposed Transaction" or the
"Proposal"), accompanied by a transformation of MEL´s governance and 
management structure.  Subject to the requisite 
shareholder/certificate holder approvals being obtained and the other
conditions to closing set forth in Part VIII of the Circular being 
satisfied, the Proposed Transaction will close on the closing date, 
which is currently expected to be as soon as possible after the EGM.
The business to be conducted at the Annual General Meeting is to 
receive the accounts of the Company for the year ended 31 December 
2007 and the report of the directors and auditors thereon, to 
re-appoint KPMG Channel Islands Limited as the Company´s auditors and
to authorise the directors to agree the auditors´ remuneration.
Background to the proposed transaction
In February 2007, the Board of Directors of the Company entered into 
discussions with a number of potential investors concerning the 
acquisition of a strategic stake in the Company.  Further, in 
September 2007 the Board initiated a strategic review, the purpose of
which was to identify and implement improvements to the Company´s 
management, corporate governance and reporting arrangements and 
processes, as well as a review of the Company´s capital structure and
financing. As a result of this process, which involved the 
examination of third party proposals and other alternatives, CG 
Holdings has agreed to make a significant strategic investment in the
Company accompanied by changes in the Company´s governance and 
management structure, including termination of the Company´s existing
arrangements with Meinl European Real Estate Limited (the "Investment
Manager" or "MERE") and Meinl Bank AG ("Meinl Bank"), as described in
more detail in the Circular. The Proposed Transaction is expected to 
be transformational for the Company and its shareholders and 
certificate holders, providing the governance, management and 
financing to allow MEL to move forward in a manner which the Board 
believes should build long term value for its shareholders and 
certificate holders. Furthermore, the Board believes that the 
presence of CG Holdings, as a third party investor with a significant
and direct alignment of interest with the shareholders and 
certificate holders, should provide the opportunity to implement 
change and rebuild credibility with investors within a time frame 
that should be significantly shorter than the Company could achieve 
on its own. The Company is operating in a challenging and uncertain 
financial and economic environment.  Approval of the Proposal should 
substantially secure the Company's financial standing and provide it 
in the medium term with the operational strength required to 
capitalise on its position as a leading real estate development 
company in Eastern Europe in a manner which may not otherwise be 
available. Principal investment terms The principal investment terms 
of the Proposed Transaction provide for a minimum investment of 
EUR800 million and a maximum investment of EUR1,343 million in the 
Company.  The minimum investment of EUR800 million comprises EUR500 
million invested by CG Holdings by way of subscription of 
subordinated convertible securities and warrants issued by the 
Company (as more fully described in the Circular), and a EUR300 
million capital increase in the form of a rights issue to existing 
holders of ordinary shares, including ordinary shares represented by 
certificates listed on the Vienna Stock Exchange (the "Rights Issue")
that will be fully underwritten by CPI Austria and Gazit and should 
provide shareholders and certificate holders with an attractive 
opportunity to invest in the Company.  Further information on the 
investment terms, including the potential additional investments of 
up to EUR543.3 million in the Company, is presented in Part II of the
Circular. If the Proposal is implemented, the EUR500 million 
subscription amount for the subordinated convertible securities and 
warrants to be issued to CG Holdings will be paid on Closing and it 
is anticipated that the EUR300 million Rights Issue will be completed
within six months of Closing. Overview of changes to governance and 
management structure The Proposal will entail a significant 
transformation of the Company´s current management and governance 
structure.  Management of the Company will be internalised to reduce 
costs and increase the alignment between management and 
shareholder/certificate holder interests.  Governance arrangements 
will adopt international best practices, which should assist the 
Company in securing the financing necessary to build out its current 
development pipeline and encourage investor confidence in the 
Company.  Over the long term, these changes should facilitate 
increased liquidity in the Company´s certificates. Upon Closing, all 
existing contractual and operational ties with MERE and Meinl Bank 
and its affiliates will be severed in return for a termination 
payment to MERE and Meinl Bank amounting, in the aggregate, to EUR160
million.  This will result in the elimination of the management, 
licence, market-making and other fees otherwise due to MERE and Meinl
Bank, which totalled over EUR60 million in 2007, including an 
adjustment of EUR2.9 million in respect of previous periods but 
excluding underwriting and placement fees in relation to the capital 
raising launched in January 2007, and which are forecast to increase 
further upon the completion of the Company´s current development 
pipeline. MERE has agreed to provide certain services to the Company,
for a period of one year after Closing, to assist with the orderly 
transition of management of the Company from MERE to the new, 
internal management team.   MERE and Meinl Bank have also agreed to 
enter into a three year non-compete agreement with the Company. As 
consideration for these agreements, the Company will pay Meinl Bank 
(on behalf of itself and MERE) EUR120 million in the form of EUR80 
million of subordinated convertible securities and 5,714,286 
certificates with a value of EUR40 million (based on a price of EUR7 
per certificate, which will be the subscription price of ordinary 
shares under the Rights Issue).  Half of the securities to be 
received by Meinl Bank will be subject to "lock-up" arrangements that
restrict Meinl Bank's ability to sell those securities for a period 
of up to three years.  The securities subject to the "lock-up" will 
be released (subject to adjustment for pending claims against Meinl 
Bank or MERE for breach of the non-compete agreement) as to one-third
on each of the first, second and third anniversaries of Closing.  
Meinl Bank and MERE have also agreed to provide certain 
representations and warranties in connection with the Proposal. 
Accordingly, the aggregate consideration payable by the Company to 
MERE and Meinl Bank for the termination, transition and non-compete 
arrangements has a value of EUR280 million calculated on the basis 
described above. Management of the Company will be led by a new 
executive team and a new board of directors initially comprised of 
ten members, of whom up to four may be nominated by CG Holdings, CPI 
Austria and Gazit.  A new, experienced Chief Executive Officer, 
Rachel Lavine, who has more than 18 years of experience in the 
Central and Eastern Europe retail sector, has agreed to lead the new 
management team. On completion of the Proposed Transaction, the name 
of the Company will be changed to "Atrium European Real Estate 
Limited". The strategic objectives of Gazit and CPI for the future 
operation and business of the Company are described in section 8 of 
Part III of the Circular. The ownership structure of the Company will
be simplified on Closing by the cancellation of the 150,000,000 
Ordinary Shares paid up as to EUR0.01 each (the "Partly Paid Shares")
and all of the Ordinary Shares underlying the 88,815,000 certificates
purchased during 2007 and held on behalf of the Company (the 
"Underlying Shares").  Further information on the cancellations is 
set out at Part XIII of the Circular. Voting Qualification for 
Certificate Holders Details of the voting registration process for 
certificate holders will be published in the Austrian ``Amtsblatt zur
Wiener Zeitung´´ (Official Austrian Gazette) and on the website of 
Meinl European Land Limited ( To register 
their interest for voting on the proposed resolutions either in 
person or by proxy, certificate holders are requested to obtain a 
proxy form (for use by certificate holders) from the website of the 
Company as specified in the Official Austrian Gazette and submit the 
completed and signed proxy form to their account holding bank in 
accordance with the instructions printed thereon by 10 a.m. (Jersey 
time) on 8 July 2008. Upon registration, the account holding bank 
will block the certificates for trading purposes, sign the proxy form
and forward it to Oesterreichische Kontrollbank Aktiengesellschaft 
(``OeKB´´), who must receive it by 10 a.m. (Jersey time) on 10 July 
2008. After being authorised by OeKB, the completed proxy form must 
be received by Meinl European Land Limited from OeKB by 10 a.m. 
(Jersey time) on 14 July 2008. Retail investor helpline A retail 
investor helpline will be available in Austria from 25 June 2008 to 
assist investors who have enquiries regarding the Proposed 
Transaction and the Extraordinary General Meeting. The helpline 
number is 0800 211339.
Notes to editors:
About Meinl European Land MEL is a real estate investment and 
development company whose primary focus is on retail assets in 
Central and Eastern Europe. At 31 December 2007 it had 162 operating 
investment properties with a market value of approximately EUR1.9 
billion and a significant portfolio of development projects with an 
expected investment requirement of EUR3.3 billion, of which EUR0.8 
billion had been spent by 31 December 2007. In addition, it has 
established a land bank of over 1.8 million sqm.  The Company has 
been listed on the Vienna Stock Exchange since 2002 and at 23 June 
2008 was capitalised at EUR1,425,498,750 (based on a closing price 
per Certificate of EUR6.75 and a number of Certificates of 
211,185,000 which excludes the 88,815,000 Certificates held on behalf
of the Company, the 150,000,000 Partly Paid Shares and the one share 
held by the Investment Manager).
About Gazit-Globe Ltd Gazit is a leading multinational real estate 
investment company with in excess of EUR8 billion of properties under
control in the United States, Canada, Europe, Israel and Brazil. 
Gazit and its public subsidiaries are corporate governance leaders in
their markets and are governed by world class boards of directors. 
Gazit actively pursues growth opportunities, both organically and 
through strategic and accretive acquisitions.
About Citi Property Investors CPI is a global real estate investment 
manager with offices in major financial centers and with more than 
$12.9 billion in assets under management as of 1 February 2008. CPI 
employs more than 125 real estate professionals and its senior 
leaders have an average of more than 20 years of commercial real 
estate experience. CPI is the real estate investment center of Citi 
Alternative Investments which as of 31 December 2007 had EUR59.2 
billion of un-levered assets under management.


Contacts for enquiries:
London Austria
Citigate Dewe Rogerson Trimedia
Michael Berkeley Bernhard Hudik
+44 20 7638 9571 +43 1 5244 300

For questions pertaining to CPI/Gazit, Gazit and CPI Austria:

London Austria
Financial Dynamics Dr. Viktor Bauer PR GmbH
Stephanie Highett Dr Viktor Bauer
Richard Sunderland Mag. Anita Köninger
+44 (0)20 7831 3113
+43 (1) 320 95 45 18

Branche: Immobilien
ISIN: AT0000660659
WKN: 066065
Index: Standard Market Continous
Börsen: Wiener Börse AG / Amtlicher Handel

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