Atrium European Real Estate Limited
EANS-Adhoc: Atrium European Real Estate Limited
Disclosure according to Sec 93
para 2 of the Austrian Stock Exchange Act and Sec 5:25i of the Dutch Financial
Supervision Act - Resignation of Directors
-------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- other/Company Information 23.01.2015 Disclosure according to Sec 93 para 2 of the Austrian Stock Exchange Act and Sec 5:25i of the Dutch Financial Supervision Act - Resignation of Directors Ad hoc announcement - Jersey, 23 January 2015. Atrium European Real Estate Limited ("Atrium"), with its principal office in Jersey, hereby announces that it has been notified by Gazit Globe Ltd ("Gazit Globe") on behalf of its wholly-owned subsidiaries Gazit Gaia Ltd ("Gazit Gaia") and Gazit Midas Ltd ("Gazit Midas") and by CPI CEE Management LLC on behalf of the consortium managed by CPI CEE Management LLC (such consortium consists of CPI CEE Co-Invest 1 Limited and CPI CEE Co-Invest 2 Limited and CPI CEE Limited and is controlled by Apollo Global Real Estate Management LP, an affiliate of Apollo Global Management LLC) (the "Consortium") about the completion of the acquisition of 52,069,622 ordinary shares (corresponding to 13.87% of the voting rights) in Atrium by Gazit Gaia from entities forming part of the Consortium. Following the completion of the acquisition on January 22, 2015 the ordinary shares in Atrium held by Gazit Gaia have increased from 49,681,381 ordinary shares (corresponding to 13.23% of the voting rights) to 101,751,003 ordinary shares (corresponding to 27.10% of the voting rights) and have therefore exceeded the thresholds of 15%, 20% and 25% as set forth in Sec 91 para 1 of the Austrian Stock Exchange Act. The ordinary shares in Atrium, either directly or indirectly held by Gazit Globe, (through its wholly-owned subsidiaries Gazit Gaia and Gazit Midas) have following the acquisition increased from 154,611,929 ordinary shares (corresponding to 41.17% of the voting rights) to 206,681,551 ordinary shares comprising 55.04% of the issued and outstanding shares and voting rights in Atrium. Thus, the percentage of voting rights in Atrium held directly and indirectly by Gazit Globe, have exceeded the reporting thresholds of 45% and 50% as set forth in Sec 91 para 1 of the Austrian Stock Exchange Act. The acquisition consists of a transfer of (i) 10,208,232 ordinary shares (corresponding to 2.72% of the voting rights) in Atrium from CPI CEE Co-Invest 1 Limited to Gazit Gaia, (ii) 15,312,347 ordinary shares (corresponding to 4.08% of the voting rights) in Atrium from CPI CEE Co-Invest 2 Limited to Gazit Gaia, (iii) 26,549,042 ordinary shares (corresponding to 7.07% of the voting rights) in Atrium from CPI CEE Limited to Gazit Gaia and (iv) 1 ordinary share in Atrium from CPI CEE Management LLC to Gazit Gaia. As a result of the acquisition the percentage of voting rights in Atrium held by the aforementioned companies of the Consortium has fallen under the 10%, 5% and 4% reporting thresholds as set forth in Sec 91 para 1 of the Austrian Stock Exchange Act and as of the date of completion of the acquisition amounts to a total of 0% (0 ordinary shares). After the completion of the acquisition, the companies of the Consortium no longer hold any ordinary shares in Atrium, and the rights of CPI CEE Management LLC under the existing agreements concluded between Atrium, Gazit Midas and CPI CEE Management LLC were irrevocably terminated after the transfer of shares has taken effect. Two of Atriums' directors nominated by CPI CEE Management LLC, Joseph Azrack and Roger Orf, have resigned from the Board of Directors. For further information: FTI Consulting Inc.: +44 (0)20 3727 1000 Richard Sunderland Claire Turvey Nick Taylor atrium@fticonsulting.com About Atrium European Real Estate Atrium is a leading real estate company focused on shopping centre investment, management and development in Central and Eastern Europe. As at 30 September 2014 the Group owned 151 shopping centres and retail properties, with a market value of EUR2.5 billion, diversified across seven countries with a total gross lettable area of 1.3 million sqm. In 2013, Atrium produced a gross rental income of EUR203.5 million. The Company is based in Jersey and dual listed on the Vienna and Euronext Amsterdam Stock Exchanges under the ticker ATRS. This press release appears as a matter of record only and does not constitute an offer to sell or a solicitation of an offer to purchase any security. Atrium is established as a closed-end investment company incorporated and domiciled in Jersey and regulated by the Jersey Financial Services Authority as a certified Jersey listed fund, and is listed on both the Vienna Stock Exchange and the NYSE 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. Further inquiry note: For further information: FTI Consulting Inc.: +44 (0)20 3727 1000 Richard Sunderland Nick Taylor Richard.sunderland@fticonsulting.com end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: Atrium European Real Estate Limited Seaton Place 11-15 UK-JE4 0QH St Helier Jersey / Channel Islands phone: +44 (0)20 7831 3113 mail: richard.sunderland@fticonsulting.com WWW: http://www.aere.com sector: Real Estate ISIN: JE00B3DCF752 indexes: Standard Market Continuous stockmarkets: official market: Wien language: English
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