Atrium European Real Estate Limited
EANS-Adhoc: Atrium European Real Estate Limited
Intention to hold EGM
-------------------------------------------------------------------------------- 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. --------------------------------------------------------------------------------
17.09.2009
Atrium European Real Estate Limited (the "Company")
Intention to hold EGM
Jersey, 17 September 2009. Atrium European Real Estate Limited (Euronext/ATX: ATRS), a leading real estate company focused on shopping centre investment, management and development in Central and Eastern Europe, announces today that, further to its announcement of 3 September 2009, it will hold an extraordinary general meeting ("EGM") on 2 October 2009 at 12 noon (Jersey/UK time) at Hotel de France, St. Saviour's Road, St. Helier, Jersey JE1 7XP.
The Company will today publish a circular ("Circular") providing further details of the proposed resolutions and the EGM, as well as other supporting documentation including proxy forms, all of which will be available on the Company's website (www.aere.com).
At the EGM, the Company will seek approval from its shareholders on four proposed resolutions which relate to the package of proposals announced by the Company on 3 September 2009 regarding a debt repurchase, equity issuance, corporate governance measures and new dividend policy. The Company believes that the package of proposals will bring significant benefits to the Company and its shareholders and will put it in a strong position from which to grow and take advantage of current market opportunities. Further details of the expected benefits of the proposals can be found in the Circular and in the Company's announcement of 3 September 2009. The Board and its independent committee recommend that shareholders vote in favour of the resolutions.
The four resolutions for which the Company is seeking shareholder approval are as follows: (i) to amend its articles of association, including to extend certain shareholder rights, to terminate the existing rights of CPI CEE Management LLC and Gazit Midas Limited (together with their respective affiliates, the "Investors") to appoint certain directors and to replace them with new rights dependent on their holding of ordinary shares; (ii) to make the Company a no par value company which is not limited as to the number of shares it may be authorised to issue and to facilitate the payment of dividends by the Company; (iii) to approve the reduction of the Company's stated capital by the amount of the proposed payment of a special dividend of EUR0.50 and by the amount of the proposed payment of an annual dividend of EUR0.12; and (iv) to authorise the Company to make market purchases up to 50 million ordinary shares and therefore replace the existing authority to acquire up to 50 million of the Austrian depositary certificates representing the Company's ordinary shares, now that the ordinary shares are listed on both the Vienna Stock Exchange and Euronext Amsterdam.
Expected timetable of events
The expected timetable of events as set out in the circular is as follows:
Last time for account holding banks or brokers to return (via an admitted institution) to Kempen & Co N.V. proxy forms of persons holding ordinary shares of their intention to attend and/or vote at the EGM: 4.30 p.m. (Amsterdam time/ C.E.T.) on 28 September 2009
Last time for submission by holders of Special Voting Shares of proxy forms to the Company:
12 noon (Jersey time) on 30 September 2009
EGM:
12 noon (Jersey time) on 2 October 2009Closing of the Exchange Transaction (subject to the obtaining of the relevant shareholder approvals and anti-trust clearances) ("Closing"): During the fourth quarter of 2009
Record date for the special dividend of EUR0.50 per ordinary share: The first business day following Closing
Payment date for the special dividend: Within 30 business days of Closing (conditional, among other things, on Closing)
Commencement of payment of instalments of the annual dividend of EUR0.12 per ordinary share: During the fourth quarter of 2009 (conditional, among other things, on Closing)
Launch of the proposed partial tender offer for the notes issued under the Company's 2006 Medium Term Note Programme: Following Closing
The above dates are subject to change.
-Ends- For further information: Financial Dynamics: +44 (0)20 7831 3113 Richard Sunderland
Laurence Jones Stephanie Highett
Atrium is established as a closed-end investment company domiciled in Jersey. Atrium is registered with the Dutch Authority for the Financial Markets as a collective investment scheme which may offer participations in The Netherlands pursuant to article 2:66 of the Financial Supervision Act (Wet op het financieel toezicht). 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. About Atrium European Real Estate Limited
Atrium is a leading real estate company focused on shopping centre investment, management and development in Central and Eastern Europe. As at 30 June 2009 the Group owned 152 standing investments, with a market value of EUR1.49 billion, diversified across eight countries with a total gross lettable area of 1.1 million sqm. Geographically, the Group's focus is principally concentrated in Poland, the Czech Republic and Russia with a presence in Hungary, Romania, Slovakia, Latvia and Turkey. In addition, the Company has a development portfolio including several development projects with a market value of EUR712 million as at 30 June 2009.
Gross rental income from investment properties for the year ended 31 December 2008 was EUR134 million and EUR75 million for the first half of 2009. Net rental income for the year to 31 December 2008 amounted to EUR95 million and EUR59 million for the six months to 30 June 2009. As at 30 June 2009, the Company had a cash position of EUR855 million against borrowings of EUR1.08 billion.
Following a strategic investment of EUR500 million by a Citi Property Investors and Gazit Globe Ltd joint venture, agreed in August 2008, Rachel Lavine was appointed Chief Executive Officer of Atrium. Rachel Lavine has significant experience of both real estate and the CEE region and was previously President and CEO of Plaza Centres. The Board is chaired by Chaim Katzman, founder of Gazit Globe, which has extensive global experience of real estate management and is one of the largest owners of shopping centres in the world.
The Company is based in Jersey and dual listed on the Vienna and Euronext Amsterdam Stock Exchanges under the ticker ATRS.
Ende der Mitteilung 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
Original content of: Atrium European Real Estate Limited, transmitted by news aktuell