=-------------------------------------------------------------------------------
Corporate news transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is responsible for the content of this announcement.
=-------------------------------------------------------------------------------
Mergers - Acquisitions - Takeovers
St Helier Jersey / Channel Islands -
Zwtl.: NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
25 October 2019
Atrium European Real Estate Limited
Results of Court Meeting and lapsing of the Scheme
The Independent Committee of the Board of Directors (the "Independent
Committee") of Atrium European Real Estate Limited (VSE/Euronext: ATRS)
("Atrium" or the "Company") announces that, at the Court Meeting held earlier
today in connection with the recommended cash acquisition (the "Acquisition") by
Nb (2019) B.V. ("Bidco"), an indirect wholly-owned subsidiary of Gazit-Globe Ltd
("Gazit"), for the entire issued and to be issued ordinary share capital of
Atrium that is not already owned directly or indirectly by Gazit or its
subsidiaries, to be implemented by means of a Court-sanctioned scheme of
arrangement under Article 125 of the Companies Law (the "Scheme"), the requisite
level of support for the Scheme (75% of the Scheme Shares voted) was not
obtained from the shareholders.
Accordingly, the Scheme has lapsed in accordance with paragraph 2.1 of Part 3 of
the scheme document dated 27 September 2019 (the "Scheme Document").
As the Scheme was not approved at the Court Meeting, the General Meeting was
adjourned without assigning an alternative date prior to votes being cast.
The Court Hearing to sanction the Scheme, scheduled for 5 November 2019, will
not take place.
The Independent Committee remains confident in the underlying strength of the
Atrium business and the Management team's ability to operate and grow the
Company on a standalone basis as a leading operator and developer of shopping
centres and retail real estates in Central Europe.
Voting result of the Court Meeting
The result, by number and percentage of votes cast at the Court Meeting, were as
follows:
______________________________________________________________________________
| | | | |Percentage of| |
| | | | |Scheme |Number of |
| | | | |Shareholders |Scheme Shares|
| | | | |who voted |voted as a |
| | | | | |percentage of|
| | | | | |issued |
| | | |Number of | |ordinary |
|Result of|Number of |Percentage of|Scheme | |share capital|
|Court |Scheme Shares|Scheme Shares|Shareholders| |entitled to |
|Meeting |voted |voted |who voted | |vote on the |
| | | | | |Scheme (i.e. |
| | | | | |excluding |
| | | | | |Atrium Shares|
| | | | | |held by Gazit|
| | | | | |Connected |
| | | | | |Holders |
|_________|_____________|_____________|____________|_____________|_____________|
|FOR |37,807,396 |63.60% |2 |66.67% |25.05% |
|_________|_____________|_____________|____________|_____________|_____________|
|AGAINST |21,637,090 |36.40% |1 |33.33% |14.34% |
|_________|_____________|_____________|____________|_____________|_____________|
|TOTAL |59,444,486 |100% |2[1] |100% |39.39% |
|_________|_____________|_____________|____________|_____________|_____________|
Except as otherwise defined herein, capitalised terms used but not defined in
this announcement have the same meanings as given to them in the circular
related to the Acquisition (the "Scheme Document"), which is available, subject
to certain restrictions relating to persons in Restricted Jurisdictions, on
Atrium's website at https://www.aere.com/recommendedca.aspx [https://
www.aere.com/recommendedca.aspx] and on Gazit's website at http://
www.gazitglobe.com [http://www.gazitglobe.com/].
A copy of this announcement will be available on Atrium's website at https://
www.aere.com [https://www.aere.com/], subject to certain restrictions relating
to persons in Restricted Jurisdictions.
Enquiries
FTI Consulting Inc.: +44 (0)20 3727 1000
Richard Sunderland/Claire Turvey: scatrium@fticonsulting.com
[scatrium@fticonsulting.com]
Important notices relating to financial advisers
UBS is authorised and regulated by the Financial Market Supervisory Authority in
Switzerland. It is authorised by the Prudential Regulation Authority and subject
to regulation by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority in the United Kingdom. UBS is acting as
financial adviser to Atrium and no-one else in connection with the matters
described in this Announcement and will not be responsible to anyone other than
Atrium for providing the protections afforded to clients of UBS nor for
providing advice in connection with the matters referred to herein. Neither UBS
nor any of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of UBS in connection
with this Announcement, any statement contained herein, the Acquisition or
otherwise.
Lazard & Co., Limited (which is authorised and regulated by the FCA) and Lazard
& Co, GmbH (together, "Lazard") are acting as financial adviser to Atrium in
relation to the Acquisition and no-one else in connection therewith and will not
be responsible to anyone other than Atrium for providing the protections
afforded to clients of Lazard or for providing advice in connection with the
Acquisition and other matters referred to herein. Neither Lazard nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard in connection with this
Announcement, any statement contained herein, the Acquisition or otherwise.
Rounding
Certain figures included in this document have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures that precede them.
[1] Please note that, whilst there are two votes for and one against, one person
votes both for and against, leading to a total of two voting shareholders.
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
=-------------------------------------------------------------------------------
(END) Dow Jones Newswires
October 25, 2019 07:27 ET (11:27 GMT)
