Atrium European Real Estate Limited
euro adhoc: Atrium European Real Estate Limited
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EQUITY FUND RAISING,
RELATED ARRANGEMENTS AND LISTING PLANS
-------------------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. --------------------------------------------------------------------------------
14.01.2009
EQUITY FUND RAISING, RELATED ARRANGEMENTS AND LISTING PLANS
Jersey, January 14, 2009: Atrium European Real Estate Limited ("Atrium" or the
"Company") (ATX: ATR), one of the leading real estate companies focused on
shopping centre investment management and development in Central and Eastern
Europe, announces that it has agreed the terms of a new equity fund raising and
related arrangements with Citi Property Investors and its investors ("CPI") and
Gazit-Globe Limited ("Gazit" and, together, the "Investors"). The new
agreement has been approved by a committee of the Company's independentdirectors, chaired by Professor Peter Linneman and advised by Kempen & Co.
This equity fund raising and related arrangements will raise EUR 72.1 million of new equity, reduce the Company's indebtedness by at least EUR 103 million in principal amount and significantly reduce the equity overhang of the outstanding warrants to subscribe for the Company's shares from 30 million to approximately five million. The private placement and other arrangements will replace the EUR 300 million rights issue that was proposed to follow the EUR 500 million investment in the Company made by the Investors in August 2008 and due to be completed by the end of January 2009.
The terms of the new equity fund raising and related arrangements have been agreed against a backdrop of a number of factors, including:
. The fact that the Company's current and recent share price makes it
unlikely that the certificate holders would subscribe to the proposed
rights issue at EUR 7 per share, which would result in the Investors
subscribing to the entire issue and causing considerable dilution to
existing certificate holders.
. The letter the Company recently received from the Austrian Takeover
Commission ("ATC") regarding its proposed investigation into the
application of the Austrian Takeover Act to the Company during the period
of its management by Meinl European Real Estate Limited. This created an
uncertainty that in fully subscribing a EUR 300 million rights issue under
their backstop commitment, the Investors might have been required to make
a mandatory bid for the Company, which was never the intended result.
. Following an assessment of the Company's development pipeline, Atrium's
management believes that the Company has sufficient cash to cover its
current requirements.Details of the new equity fund raising and related arrangements are as follows:
. The Company will issue 10,300,000 new ordinary shares in aggregate at a
price of EUR 7 per share. CPI will acquire 4,738,000 shares and Gazit
will acquire 5,562,000 shares with the subscription amount being paid at
the option of each Investor either in cash or by the transfer to the
Company of convertible bonds issued to the Investors by the Company on
August 1, 2008 in a principal amount equal to its respective subscription
amount.
. The Investors will deliver 25,066,667 existing warrants to subscribe for
ordinary shares (out of a total of 30 million such warrants issued to the
Investors on August 1, 2008) to the Company. They will be cancelled for
nil consideration, removing the potential dilutive effect of those
warrants. No additional warrants will be issued to the Investors in
relation to their subscription for 10,300,000 new ordinary shares.
. Conditional on closing of the subscription for the new shares by the
Investors, the Company will acquire from Gazit around EUR 103million in
principal amount of the Company's 2006 listed medium term notes (ISIN
XS0263871328). The notes have been acquired by Gazit in market purchases
over the past year and prior to the Company's buyback programme at a
variety of prices and shall be acquired by the Company for a cash amount
equal to the aggregate of the prices paid for them in the open market
(including dealing costs) by Gazit (which in aggregate is EUR
77.26 million) plus accrued interest on the notes to the date of purchase
by the Company.
. The Investors have deposited certain of the Company's debt securities with
the Company as security in respect of their obligation to subscribe for
the new shares. The Investors' security deposit covers their commitment
to subscribe for the new shares in full.
. Completion of the subscription for the new shares will take place no later
than January 31, 2009.
The new equity fund raising and related arrangements provide Atrium, in theface of difficult and unpredictable markets, with swift and certain execution of a transaction that should improve Atrium's balance sheet by reducing the amount of the Company's indebtedness and at the same time remove a large portion of the potential dilutive effect of the Company's warrants.
Depending on the form of the consideration paid, as a result of the subscription for the new shares, the Investors and their affiliates will in aggregate be interested in securities of the Company carrying between 27.9 per cent. and 29.96 per cent. of the Company's outstanding voting rights. This compares against a possible total interest of 37.26 per cent. by Investors and their affiliates under the previously proposed rights issue.[1]
In addition, the Company and the Investors have agreed to the following:
. The Company will seek a listing for its ordinary shares on Euronext
Amsterdam by July 31, 2009 in conjunction with which it will seek to list
its ordinary shares on the Vienna Stock Exchange in substitution for the
listing of the certificates representing its ordinary shares as detailed
in the announcement made on November 13, 2008.
. The Investors will not acquire additional shares or voting rights in the
Company, nor exercise any of their warrants, such that their aggregate
interest in the Company's voting rights would exceed 30 per cent. before
the earlier of August 1, 2009 or the ATC confirming that the mandatory bid
requirements contained in the Austrian Takeover Law are not applicable to
the Company.
. The Investors will not dispose of the 10.3 million ordinary shares
acquired by them in the equity fund raising before the earlier of August
1, 2009 or the Company's listing on Euronext Amsterdam.
. The Investors will not, without the consent of the Company, acquire
securities of the Company before August 1, 2010 that would trigger a
change of control as defined in the Company's 2006 bonds, so long as at
least EUR 180 million (face value) of the bonds remain outstanding.
. The Investors have agreed to waive any warranty and certain other claims
that they may have against the Company under the master transaction
agreement among the Investors and the Company dated March 20, 2008.
. The Company has confirmed to the Investors that it has no current
intention of acquiring its own shares pursuant to the authority granted by
shareholders at the extraordinary general meeting of Atrium held in
December 2008. However, Atrium reserves the right to request that the
Investors permit the Company to make purchases of its own shares in the
future. In addition, in light of technical Jersey company law
requirements, in the event that the Investors decide to pay for all or
some of the new shares by the transfer of 2008 convertible bonds,
shareholders will be asked to approve the cancellation of the special
voting shares related to those bonds and the Investors have agreed to vote
in favour of such cancellation. Prior to the cancellation, the
transferors will agree not to vote the relevant special voting shares.Rationale for the transaction
The Company reached the decision to proceed with the new equity fund raising and related matters in place of the proposed rights issue by agreement with the Investors, among other reasons, in light of the following factors:
. Following the unprecedented volatility and significant deterioration in
market conditions experienced globally since March 2008, when agreement
was reached regarding Atrium's new management structure and the Investors'
initial investment in Atrium and a rights issue was first proposed, the
Company's share price has declined from over EUR 7 per share to around EUR
3 per share and reached a low of EUR 1.55 in November 2008. As the rights
issue price of EUR 7 per share is significantly above the current market
share price, it is very unlikely that existing certificate holders would
have taken up the opportunity to subscribe for new shares and therefore
Atrium would have been required to rely on the undertaking of the
Investors (which is unsecured) to back stop the rights issue, potentially
in full. That would have been significantly dilutive to the other existing
certificate holders both in terms of their economic and voting rights in
the Company.
. An assessment conducted over recent months by Atrium's new management of
the Company's existing development programme has resulted in a significant
reduction in the Company's anticipated cash requirements for development
purposes. The Company has already used some surplus cash to repurchase
indebtedness in recent months and has the appetite to further reduce its
indebtedness. Rather than executing the proposed rights issue in full,
which would have required Atrium to issue a very significant number of new
shares in return for a significant amount of additional cash, the new
equity fund raising and related arrangements have the benefits to Atrium
of reducing the potential dilutive effect of subscription entitlements on
existing shareholders and achieving a better ratio of debt to equity for
the Company.
. Uncertainty has been created regarding the application of the Austrian
Takeover Act to Atrium following a letter received by the Company from the
Austrian Takeover Commission in late December 2008, in which the Austrian
Takeover Commission states that it is contemplating an investigation into
the application of the Austrian Takeover Act to the Company during the
period of its management by Meinl European Real Estate Limited and
requests a response from the Company by January 30, 2009. While Atrium
does not believe that it is now subject to the Austrian Takeover Act, the
letter from the Austrian Takeover Commission has created a concern that
the back-stopping in full of a rights issue by the Investors might have
triggered an obligation under the Austrian Takeover Act on the Investors
to make a mandatory cash bid for the remainder of the Company's ordinary
shares. That was never intended as a consequence of the back-stop
obligation nor would it represent an appropriate outcome of the proposed
rights issue. Although the Company does not agree with any suggestion
that the Austrian Takeover Act should now impose any mandatory offer
requirement, it is highly unlikely that this uncertainty could be
satisfactorily resolved by a determination of the Austrian Takeover
Commission in enough time to launch and complete a rights issue before the
end of January 2009.Atrium has received financial advice from Kempen & Co Corporate Finance B.V. in relation to the new equity issuance and related arrangements. Decisions in relation to the revised equity fund raising and related arrangements were taken by a committee of the board of the Company consisting of the six directors of Atrium who are independent of the Investors and excluding the four directors of Atrium appointed by the Investors, who did not participate.
Commenting on the transaction, Rachel Lavine, chief executive officer of the Company said: "Given the unprecedented continuing uncertainty and volatility in the capital markets and the uncertainty regarding the application of the Austrian Takeover Act, I am very pleased that the Company has been able to reach agreement on a transaction that includes an appropriate equity subscription by the Investors and a further reduction of the Company's outstanding indebtedness. At the same time the transaction avoids undue dilution of the Company's other shareholders. I believe that the Company remains in a strong position to address the challenges presented by the continuing turbulence in the real estate sector and I am pleased that we are now working towards a listing on the Euronext market in Amsterdam and the associated benefits we believe that will bring for our shareholders."
Analysts call
There will be a call for analysts regarding the equity fund raising and related arrangements on 14 January 2009 at 0830 UK / 0930 CET. Please contact Laurence Jones of Financial Dynamics at Laurence.jones@fd.com for the dial in details.
Important notice
This announcement includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Company and its group. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The business, financial condition, results of operations and prospects of the Company and its group may change. Except as required by law or applicable regulation, the Company does not undertake any obligation to update any forward- looking statements, even though the situation of the Company or its group may change in the future. All of the information presented in this announcement,
and particularly the forward-looking statements, is qualified by these cautionary statements. For further information: Financial Dynamics: +44 (0)20 7831 3113 Richard Sunderland
Stephanie Highett Laurence Jones Richard.sunderland@fd.com
----------------------- [1] In each case, assuming that no warrants are exercised by the Investors.
end of announcement euro adhoc --------------------------------------------------------------------------------
Further inquiry note:
Financial Dynamics, London
Stephanie Highett / Richard Sunderland
Phone: +44 (0)20 7831 3113
mailto:richard.sunderland@fd.com
Branche: Real Estate
ISIN: AT0000660659
WKN: 066065
Index: Standard Market Continous
Börsen: Wiener Börse AG / official market
Original-Content von: Atrium European Real Estate Limited, übermittelt durch news aktuell