EANS-News: Atrium European Real Estate Limited / Independent Committee encourages Shareholders to vote on Recommended Cash Acquisition - ATTACHMENT CNE

Freitag, 18. Oktober 2019 08:33
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St Helier Jersey / Channel Islands -
                      Atrium European Real Estate Limited

Independent Committee encourages Shareholders to vote on Recommended Cash
                                  Acquisition

Jersey, 18 October 2019 - On 23 July 2019, the Independent Committee of the
Board of Directors (the "Independent Committee") of Atrium European Real Estate
Limited (VSE/Euronext: ATRS) ("Atrium" or the "Company") announced that they had
reached an agreement with the board of directors of Nb (2019) B.V. ("Bidco"), an
indirect wholly-owned subsidiary of Gazit-Globe Ltd ("Gazit"), on the terms and
conditions of a recommended cash acquisition (the "Acquisition") by Bidco of the
entire issued and to be issued ordinary share capital of Atrium that is not
already owned directly or indirectly by Gazit or its subsidiaries.

Vote

The Independent Committee encourages all Atrium Shareholders and persons holding
an interest in Atrium Shares through Euroclear (together the "Shareholders") to
vote at both the Court Meeting and the General Meeting which are to be held on
25 October 2019 at 10.00 a.m. and 10.30 a.m. respectively.

Shareholders holding an interest in Atrium Shares through Euroclear should
ensure that they submit to their account holding bank or broker well in advance
of 21 October 2019 the completed Forms of Instruction (A1 and B1), which are
available on Atrium's website at https://www.aere.com/recommendedca.aspx [https:
//www.aere.com/recommendedca.aspx].[1] Shareholders should contact their account
holding bank or broker as they may impose an earlier deadline for submission of
the relevant forms.

For further information on how to exercise their voting rights, Shareholders
should refer to the Scheme Document which is available, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on Atrium's
website at https://www.aere.com [https://www.aere.com/].

Recommendation of the Independent Committee

Having taken into account the financial and legal advice received, the
Independent Committee continues to unanimously recommend that Shareholders vote
in favour of the Scheme. The Independent Committee has received a fairness
opinion letter from UBS AG London Branch ("UBS") as to the financial terms of
the Acquisition, subject to the terms and conditions set out therein.

Furthermore, the Independent Committee notes that:

* the Consideration Amount, as reaffirmed by Gazit on 11 October 2019,
  represented a premium of 18.3% and 18.0% to both the closing price of 22 July
  2019 (EUR3.17) and the volume-weighted average price of EUR3.18 for each
  Atrium Share for the one-month period ended on that same date;
* the terms of the Acquisition provide a vehicle for Shareholders to monetise
  their Atrium Shares without suffering an illiquidity discount;
* the Consideration Amount reflects a premium to Atrium's peers[2] on various
  key cash flow metrics[3][4] i.e. c.7.9% 2019 Estimated offer implied FFO yield
  vs. peer average of c.9.4% (c.150bps tighter, implying a c.19% premium) and
  c.7.3% 2019 Estimated offer implied dividend yield vs. peer average of c.8.2%
  (c.80bps tighter, implying a c.11% premium); and
* peers2 are currently trading on average at a 29% discount to EPRA NAV4 so the
  Gazit offer, which is in cash and without financing or regulatory conditions
  attached to it, is an attractive opportunity for the Shareholders to exit in
  full at an implied 26% discount to EPRA NAV.

Structure of the Acquisition

In the negotiation of the Acquisition, the Independent Committee has been
focused on conducting an arm's length process and ensuring that the terms of the
Acquisition safeguard the interests and the rights of the minority shareholders.

To ensure the views of the minority shareholders are given full weight, the
Acquisition will be effected by way of a scheme of arrangement under Jersey law,
on which neither Gazit nor its affiliates will be able to vote. This means that
the Acquisition can only succeed if approved by a majority in number of the
Independent Shareholders, present and voting at the Court Meeting, whether in
person or by proxy, representing not less than 75% of the total voting rights
voted at the Court Meeting.

The Independent Committee secured further safeguards for Shareholders by
negotiating a seven week Go-Shop period, which enabled Atrium to actively reach
out to credible investors with the aim of generating a Superior Proposal.
Despite engaging with more than 35 potential purchasers, Atrium did not receive
any Superior Proposals.

All members of the Independent Committee qualify as board members who are
independent in accordance with well-established international governance
standards. They are not representatives of or in any way related to Gazit, nor
do they receive any remuneration from Gazit or remuneration that is conditional
on successful completion of the Acquisition.

For more information

If you have any questions about the Scheme, the Court Meeting, the General
Meeting or otherwise, please refer to the circular related to the Acquisition
(the "Scheme Document"), which is available, subject to certain restrictions
relating to persons in Restricted Jurisdictions, on Atrium's website at https://
www.aere.com [https://www.aere.com/].

Save as otherwise defined, capitalised terms used but not defined in this press
announcement shall have the meaning given to them in the Scheme Document.

All references in this document to times are to London time unless otherwise
stated.

Enquiries
FTI Consulting Inc.: +44 (0)20 3727 1000
Richard Sunderland/Claire Turvey: scatrium@fticonsulting.com
[scatrium@fticonsulting.com]

About Atrium:
Atrium is a leading owner, operator and developer of shopping centres and retail
real estate in Central Europe. Atrium specializes in locally dominant food,
fashion and entertainment shopping centres in the best urban locations. Atrium
owns 32 properties with a total gross leasable area of over 870,000 sqm and with
a total market value of approximately EUR2.7 billion. These properties are
located in Poland, the Czech Republic, Slovakia and Russia, and with the
exception of one, are all managed by Atrium's internal team of retail real
estate professionals.

The Company is established as a closed-end investment company incorporated and
domiciled in Jersey and regulated by the Jersey Financial Services Commission as
a certified Jersey listed fund, and is listed on both the Vienna Stock Exchange
and the Euronext Amsterdam Stock Exchange. Appropriate professional advice
should be sought in the case of any uncertainty as to the scope of the
regulatory requirements that apply by reason of the above regulation and
listings. All investments are subject to risk. Past performance is no guarantee
of future returns. The value of investments may fluctuate. Results achieved in
the past are no guarantee of future results.

Important notices relating to financial advisers

UBS is authorised and regulated by the Financial Market Supervisory Authority in
Switzerland. It is authorised by the Prudential Regulation Authority and subject
to regulation by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority in the United Kingdom. UBS is acting as
financial adviser to Atrium and no-one else in connection with the matters
described in this Announcement and will not be responsible to anyone other than
Atrium for providing the protections afforded to clients of UBS nor for
providing advice in connection with the matters referred to herein. Neither UBS
nor any of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of UBS in connection
with this Announcement, any statement contained herein, the Acquisition or
otherwise.

Lazard & Co., Limited (which is authorised and regulated by the FCA) and Lazard
& Co, GmbH (together, "Lazard") are acting as financial adviser to Atrium in
relation to the Acquisition and no-one else in connection therewith and will not
be responsible to anyone other than Atrium for providing the protections
afforded to clients of Lazard or for providing advice in connection with the
Acquisition and other matters referred to herein. Neither Lazard nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard in connection with this
Announcement, any statement contained herein, the Acquisition or otherwise.

[1] For Atrium Shareholders, completed Forms of Proxy (A2 and B2) are submitted
to Aztec Financial Services (Jersey) Limited well in advance of 23 October 2019.
[2] Atrium peer group includes Unibail-Rodamco-Westfield, Klépierre, NEPI
Rockcastle, Deutsche EuroShop, Eurocommercial, Citycon, Wereldhave, Mercialys,
EPP, Hammerson.
[3] Calculation based on broker consensus.
[4] Factset as of 16 October 2019.

Further inquiry note:
For further information:
FTI Consulting Inc.:
+44 (0)20 3727 1000
Richard Sunderland
Claire Turvey
Ellie Sweeney
atrium@fticonsulting.com

end of announcement                         euro adhoc
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http://resources.euroadhoc.com/documents/279/5/10367673/1/19_10_18_Independent_Committee_encourages_Shareholders_to_vote_on_Recommended_Cash_Acquisition_-_FINAL_EN.pdf

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: Luxembourg Stock Exchange, Wien
language:     English

EAX0002    2019-10-18/08:33

Related Links: Atrium European Real Estate Limited
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