Atrium European Real Estate Limited
EANS-Adhoc: ATRIUM EUROPEAN REAL ESTATE LIMITED ANNOUNCES INDICATIVE RESULTS OF ITS TENDER OFFERS
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
Company Information
10.09.2018
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 INDICATIVE RESULTS OF ITS TENDER OFFERS
Ad hoc announcement - Jersey, 10 September 2018. Atrium European Real Estate
Limited (the "Offeror") announces today the non-binding indicative results of
its invitation to holders of its EUR350,000,000 4.000 per cent. Notes due April
2020 (the "2020 Notes"), and its EUR500,000,000 3.625 per cent. Notes due
October 2022 (the "2022 Notes", and together with the 2020 Notes, the "Notes"
and each a "Series") to tender such Notes for purchase by the Offeror for cash
(each such invitation, an "Offer" and together, the "Offers").
The Offers were announced on 31 August 2018 and were 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 31 August
2018 (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 Offers was 5.00 p.m. (CET) on 7 September 2018.
As at the Expiration Deadline, EUR201,883,000 in aggregate principal amount of
the 2020 Notes and EUR240,240,000 in aggregate principal amount of the 2022
Notes had been validly tendered pursuant to the Offers.
Following the Expiration Deadline, the Offeror hereby announces, subject to
satisfaction or waiver of the New Financing Condition and subject to the other
terms and conditions contained in the Tender Offer Memorandum, its non-binding
indication to accept for purchase the Notes validly tendered pursuant to the
Offers, subject to the applicable Pro-ration factors, as set out below.
______________________________________________________________________________________________
| | | Outstanding | | | | Indicative |Indicative|
|Notes| ISIN | Principal | Benchmark |Purchase| Purchase | Series |Pro-ration|
| | | Amount | | Spread | Yield | Acceptance | factor |
|_____|____________|______________|____________|________|____________|____Amount____|__________|
|2020 |XS0918754895|EUR335,050,000| N/A | N/A |0 per cent. |EUR201,883,000| N/A |
|Notes|/_091875489_|______________|____________|________|____________|______________|__________|
| | | | | | Sum of the | | |
| | | | | | 2022 | | |
| | | | 2022 | |Interpolated| | |
|2022 |XS1118586244|EUR498,588,000|Interpolated|+135 bps| Mid-Swap |EUR40,000,000 | 0.18371 |
|Notes|/ 111858624 | | Mid-Swap | |Rate and the| | |
| | | | Rate | | 2022 | | |
| | | | | | Purchase | | |
|_____|____________|______________|____________|________|___Spread___|______________|__________|
The Offeror will announce whether it will accept for purchase the Notes validly
tendered in the Offers and, if so accepted, the Final Acceptance Amount,
confirmation of the 2020 Purchase Price, the 2022 Interpolated Mid-Swap Rate,
the 2022 Purchase Yield, the 2022 Purchase Price, the Series Acceptance Amount
and the applicable Pro-ration factor for Notes accepted for purchase as soon as
reasonably practicable after pricing of the Offers has been completed.
The pricing for the Offers is expected to take place at or around 12.00 p.m.
(CET) (the "Pricing Time") on 10 September 2018 (the "Pricing Date").
Until the Offeror announces the final aggregate principal amount of the Notes of
each Series accepted for purchase, no assurance can be given that any Notes
validly tendered for purchase pursuant to the Offers will be accepted.
The Settlement Date in respect of any Notes accepted for purchase pursuant to
the Offers is expected to be 11 September 2018.
THE DEALER MANAGERS
Deutsche Bank AG, London Branch HSBC Bank plc
Winchester House 8 Canada Square
1 Great Winchester Street London E14 5HQ
London EC2N 2DB United Kingdom
United Kingdom Telephone: +44 20 7992 6237
Telephone: +44 20 7545 8011 Attention: Liability Management Group
Attention: Liability Management Group Email: LM_EMEA@hsbc.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: Trust and Agency Services
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 Offers has now expired. No further tenders of any Notes
may be made pursuant to the Offers. 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:
For further information:
FTI Consulting Inc.:
+44 (0)20 3727 1000
Richard Sunderland
Claire Turvey
Richard.sunderland@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