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

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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.: 
[phone] 
Richard Sunderland, Claire Turvey, Ellie Sweeney 
[e-mail] 
 
The Tender Agent: 
Citibank, N.A., London Branch 
[phone] 
Attention: Exchange Team 
Email: [e-mail] 
 
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.: 
[phone] 
Richard Sunderland 
Claire Turvey 
[e-mail] 
 
end of announcement                         euro adhoc 
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(END) Dow Jones Newswires

January 27, 2021 03:54 ET (08:54 GMT)