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Atrium European Real Estate Limited

EANS-Adhoc: Atrium European Real Estate Limited
Tender Offer for up to EUR120,000,000 of 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.
07.01.2010
Tender Offer for up to EUR120,000,000 of EUR600,000,000 5.375 per 
cent. Guaranteed Notes due 2013
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, TO ANY U.S.
PERSON OR  TO  ANY  PERSON  LOCATED  OR RESIDENT IN ITALY (SEE "OFFER
AND DISTRIBUTION RESTRICTIONS" BELOW)
Jersey, 7 January, 2010: Atrium European Real Estate  Limited  
(Atrium  or  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).  The Offer is being made on the terms and  subject  to  
the conditions contained in the tender offer memorandum dated 7 
January 2010 (the Tender Offer Memorandum) prepared by the Company 
for the Offer, and is subject to the  offer restrictions set out 
below and as more fully  described  in  the Tender  Offer Memorandum.
The  Offer  is  being  undertaken,  in  accordance  with  the  stated
intention announced by the Company on 3 September 2009, following the
completion  of  the Exchange Transaction (as defined in such 
announcement).
The Company will pay EUR950 (the  Purchase  Price)  for  each  
EUR1,000  in nominal amount of the Notes accepted by it for purchase 
pursuant  to  the Offer.   The Company will also pay accrued interest
on such Notes.
The Company proposes to accept up to EUR120,000,000 in  aggregate  
nominal amount of the Notes (the Maximum Acceptance Amount) for 
purchase pursuant to the  Offer (although the Company reserves the 
right, in  its  sole  discretion,  to accept more than the  Maximum  
Acceptance  Amount  for  purchase).   If  the aggregate nominal 
amount of Notes tendered  for  purchase  is  greater  than the  
Maximum Acceptance Amount (or  such  increased  amount  that  the  
Company accepts  for purchase), Notes will be accepted for purchase 
by the  Company  on a  pro  rata basis, as further described in the 
Tender Offer Memorandum.
|Description of  |Common      |Outstanding  |Amount subject |Purchase    |
|the Notes       |code/ISIN   |nominal      |to the Offer   |Price       |
|                |            |amount       |               |            |
|EUR600,000,000  |026387132 / |EUR233,808,000 |Subject as   |EUR950 for    |
|5.375 per cent. |XS0263871328|             |described      |each EUR1,000 |
|Guaranteed Notes|            |             |above, an      |in nominal  |
|due 2013        |            |             |aggregate      |amount      |
|                |            |             |nominal amount |            |
|                |            |             |of up to       |            |
|                |            |             |EUR120,000,000   |            |
The Offer begins on 7 January 2010 and expires at 5.00 p.m. (London time) on  20
January  2010  (the  Expiration  Deadline),  unless   extended,   re-opened   or
terminated.
In order to be eligible to receive the Purchase 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. Tenders of Notes in the 
Offer  will  be  irrevocable  except  in  the limited circumstances 
described in the Tender Offer Memorandum.
The anticipated transaction timetable is summarised below:
|Event                  |Expected Time/Date                     |
|Launch Date:           |7 January 2010                         |
|Expiration Deadline:   |5.00 p.m. (London time) on 20 January  |
|                       |2010                                   |
|Announcement of        |At or around 5.00 p.m. (London time) on|
|Acceptance and Results:|21 January 2010                        |
|Expected Settlement    | 27 January 2010                       |
|Date:                  |                                       |
The deadlines set by any intermediary or clearing system will  be  
earlier  than the deadlines specified above.
Subject to applicable law and as provided in the Tender  Offer  
Memorandum,  the Company  may,  in  its  sole  discretion,  extend,  
re-open,  amend,  waive  any condition of or terminate the Offer at 
any time.
Further Information
The Offer is described  in  full  in  the  Tender  Offer  Memorandum,
which  is available from the Tender Agent.  Deutsche Bank AG, London 
Branch is the  Dealer Manager for the Offer.
Requests for information in relation to the Offer should be directed to:
THE DEALER MANAGER
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7545 8011
Attention: Liability Management Group
Email:  liability.management@db.com
Requests for information in relation to the procedures for tendering 
Notes in,   and for any documents or materials relating to, the Offer
should be directed                                        to:
THE TENDER AGENT
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7547 5000
Fax: +44 20 7547 5001
Attention: Trust & Securities Services
Email:  xchange.offer@db.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.
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. None of the Company, the Dealer Manager or the Tender 
Agent  makes any recommendation as to whether Noteholders should  
tender  any  Notes  in  the Offer.
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.
United States.  The Offer is not being made and will not be  made,  
directly  or indirectly, in or into, or  by  use  of  the  mails  of,
or  by  any  means  or instrumentality of interstate or foreign 
commerce of, or of any facilities of  a national securities exchange 
of, the United States. This includes,  but  is  not limited to, 
facsimile  transmission,  electronic  mail,  telex,  telephone,  the 
internet and other forms of electronic  communication.  The  Notes  
may  not  be tendered in the Offer by any such use, means, 
instrumentality or  facility  from or within the United States or by 
persons located  or  resident  in  the  United States.  Accordingly, 
copies of  the  Tender  Offer  Memorandum  and  any  other documents 
or materials relating to the Offer are not being,  and  must  not  
be, directly  or  indirectly,  mailed  or  otherwise  transmitted,  
distributed   or forwarded (including, without limitation, by 
custodians, nominees  or  trustees) in or into the United States or 
to any U.S. persons or any  persons  located  or resident in the 
United States.  Any purported  tender  of  Notes  in  the  Offer 
resulting directly or indirectly from a violation of these 
restrictions will  be invalid and any purported tender of Notes  made
by  a  person  located  in  the United States or any agent, fiduciary
or other intermediary  acting  on  a  non- discretionary basis for a 
principal giving instructions from within  the  United States will be
invalid  and  will  not  be  accepted.   Each  holder  of  Notes 
participating in the Offer will represent that it is not a U.S.  
person,  it  is not located in the United States and is not 
participating in the Offer from  the United States or it is acting on
a non-discretionary basis for a principal  that is not a U.S. person,
that is located outside the United States and that is  not giving an 
order to participate in the Offer from  the  United  States.  For  
the purposes of this paragraph, United States means the United  
States  of  America, its territories and possessions (including 
Puerto Rico, the U.S Virgin  Islands, Guam, American Samoa, Wake 
Island and the Northern Mariana Islands),  any  state of the United 
States of America and the District of Columbia.
Italy.  The Offer is not being made, directly or indirectly, in the 
Republic  of Italy (Italy).  The  Offer  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 in the Offer and, 
as such,  any  Tender  Instructions  received from such persons shall
be ineffective and void, and neither  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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