EANS-Adhoc: Atrium European Real Estate Limited / ATRIUM ANNOUNCES TENDER OFFER FOR 2022 NOTES SUBJECT TO THE SUCCESSFUL COMPLETION OF A NEW SENIOR NOTE ISSUANCE EAE

Wednesday, 27. January 2021 09:56
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  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.
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Company Information
27.01.2021

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 (AS DEFINED BELOW) OR IN OR INTO ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

Atrium European Real Estate Limited

ATRIUM ANNOUNCES TENDER OFFER FOR 2022 NOTES SUBJECT TO THE SUCCESSFUL
                    COMPLETION OF A NEW SENIOR NOTE ISSUANCE

Ad hoc announcement - Jersey, 27 January 2021. Atrium European Real Estate
Limited (VSE/ Euronext: ATRS) ("Atrium" or the "Company" and together with its
subsidiaries, the "Group"), a leading owner, operator and redeveloper of
shopping centres and retail real estate in Central Europe, announces, subject to
certain offer and distribution restrictions, an invitation to holders of its
EUR500,000,000, 3.625 per cent notes due October 2022 (ISIN: XS1118586244) (of
which EUR232,950,000 is outstanding as at the date hereof) (the "Notes") to
tender any and all Notes for purchase by the Company for cash (the "Offer"). The
purpose of the Offer is to proactively manage the Company's debt redemptions and
to extend its debt maturity profile. The Offer is subject to the successful
completion of the issue of new euro denominated senior green notes by Atrium
Finance Issuer B.V. to be guaranteed by the Company, expected to be issued under
its EUR1,500,000,000 Euro Medium Term Note Programme, subject to market
conditions (the "New Notes") or other such financing as the Company may
determine on terms acceptable to it.

The proceeds of the NewNotes will be allocated to finance or refinance Eligible
Projects and/or Assets as defined in Atrium's Green Financing Framework. Atrium
expects to apply a portion of the net proceeds of the New Notes to purchase the
Notes.

The Company has mandated Citigroup Global Markets Europe AG, Citigroup Global
Markets Limited, Deutsche Bank AG, London Branch, Morgan Stanley & Co.
International plc, HSBC Bank plc, ING Bank N.V. and Raiffeisen Bank
International AG, as joint bookrunners for the New Notes.In addition, the
Company has retained Citigroup Global Markets Limited and Deutsche Bank AG,
London Branch to act as Dealer Managers for the Offer.

The Offer shall expire on 2 February 2021 subject to the terms and conditions
set out in the tender offer memorandum dated 27 January 2021 (the "Tender Offer
Memorandum"). 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. Words and expressions
defined in the Tender Offer Memorandum and not otherwise defined in this
announcement shall have the same meanings when used herein.

The Purchase Price of the Notes will be 104.25 per cent. of the aggregate
principal amount of the Notes. The Company will also pay accrued interest, as
applicable, on such Notes.

Notes purchased pursuant to the Offer will be cancelled and will not be re-
issued or re-sold. Notes which have not been validly tendered and accepted for
purchase pursuant to the Offer will remain outstanding subject to their terms
and conditions.

Whether the Company will purchase any Notes validly tendered in the Offer is
subject, without limitation, to the successful completion of the issue of the
New Notes or such other financing as the Company may determine on terms
acceptable to it (in each case as determined by the Company) in its sole and
absolute discretion.

For further information:

FTI Consulting Inc.:
+44 (0)20 3727 1000
Richard Sunderland, Claire Turvey, Ellie Sweeney
atrium@fticonsulting.com

The Tender Agent:
Citibank, N.A., London Branch
+44 (0)20 7508 3876
Attention: Exchange Team
Email: citiexchanges@citi.com

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.

Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or for there to
be such participation under applicable securities laws. 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
or to any U.S. Person (as defined in Regulation S of the United States
Securities Act of 1933, as amended (each a "U.S. Person")). The distribution of
this announcement and the Tender Offer Memorandum in certain jurisdictions may
be restricted by law. Persons into whose possession either this announcement or
the Tender Offer Memorandum comes are required by the Company to inform
themselves about, and to observe, any such restrictions. No action that would
permit a public offer has been or will be taken in any jurisdiction by the
Company or any other person.

Neither this announcement nor the Tender Offer Memorandum is an offer to buy or
sell, or a solicitation of an offer to sell or buy, the new Notes or any other
securities in the United States. Securities may not be offered or sold in the
United States absent registration under, or an exemption from the registration
requirements of, the Securities Act. The Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold or delivered,
directly or indirectly, within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

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
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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

EAX0001    2021-01-27/09:56

Related Links: Atrium European Real Estate Limited
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