EANS-Adhoc: Atrium European Real Estate Limited / ATRIUM ANNOUNCES TENDER OFFER FOR 2020 AND 2022 NOTES TO BE FINANCED FROM 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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25.05.2018

St Helier Jersey / Channel Islands -
Atrium European Real Estate Limited

ATRIUM ANNOUNCES TENDER OFFER FOR 2020 AND 2022 NOTES TO BE FINANCED FROM A NEW
SENIOR NOTE ISSUANCE

Ad hoc announcement - Jersey, 25 May 2018. Atrium European Real Estate Limited
(VSE/ Euronext: ATRS) ("Atrium" or the "Company" and together with its
subsidiaries, the "Group"), a leading owner, operator and developer of shopping
centres and retail real estate in Central and Eastern Europe, announces an
invitation to the holders of its EUR350,000,000, 4.000 per cent notes due April
2020 (ISIN: XS0918754895) (of which EUR335,050,000 is currently outstanding)
(the "2020 Notes") and its EUR500,000,000, 3.625 per cent notes due October 2022
(ISIN: XS1118586244) (of which EUR498,588,000 is currently outstanding) (the
"2022 Notes" and, together with the 2020 Notes, the "Notes") to tender such
Notes for cash (the "Offers"), subject to the successful completion of the new
notes issuance.

The Offers shall expire on 4 June 2018 subject to the terms and conditions set
out in the tender offer memorandum dated 25 May 2018 (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 Offers at any time.

For the Notes accepted for purchase pursuant to the Offers, the Company will pay
a purchase price calculated by reference to a purchase yield, being the sum of
the relevant interpolated mid-swap rate and a purchase spread of +25bps, in
respect of the 2020 Notes and +60bps, in respect of the 2022 Notes, as well as
accrued interest, as applicable, on such Notes. The Company proposes to accept
for purchase pursuant to the Offers, an aggregate principal amount of Notes such
that the total amount payable by the Company for all Notes accepted for purchase
pursuant to the Offers (excluding accrued interest payments in respect of such
Notes) is no greater than EUR300,000,000 (the "Aggregate Consideration Amount")
(the Company reserves the right, in its sole discretion, to accept significantly
more or less than the Aggregate Consideration Amount for purchase). If the
aggregate principal amount of Notes tendered for purchase is greater than the
Aggregate Consideration Amount (or such increased amount that the Company
accepts for purchase), Notes will be accepted on a pro rata basis, as further
described in the Tender Offer Memorandum.

Notes purchased pursuant to the Offers 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 Offers will remain outstanding subject to their terms
and conditions.

In conjunction with the Offers, and subject to market conditions, the Company
also announces its intention to issue a new EUR-denominated RegS senior
unsecured fixed-rate Eurobond with a seven to eight year maturity and an
aggregate amount of at least EUR300,000,000 (the "Eurobond").

The Company is not under any obligation to accept for purchase any notes
tendered pursuant to the Offers. Whether the Company will accept for purchase
notes validly tendered in the Offers is subject, without limitation, to the
successful completion of the issue of the Eurobond 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. The proceeds from the
issuance of the Eurobond will be used for purchasing the Notes in the Offers and
general corporate purposes.

For further information:

FTI Consulting Inc.: +44 (0)20 3727 1000
Richard Sunderland, Claire Turvey, Ellie Sweeney
atrium@fticonsulting.com

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.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offers 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 Offers are 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 Eurobonds 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 new Eurobonds 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.:
+44 (0)20 3727 1000
Richard Sunderland
Claire Turvey
Ellie Sweeney
atrium@fticonsulting.com

end of announcement euro adhoc
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issuer: Atrium European Real Estate Limited
Seaton Place 11-15
UK-JE4 0QH St Helier Jersey / Channel Islands
phone: +44 (0)20 7831 3113
FAX:
mail: richard.sunderland@fticonsulting.com
WWW: http://www.aere.com
ISIN: JE00B3DCF752
indexes:
stockmarkets: Luxembourg Stock Exchange, Wien
language: English

ORIGINAL APA-OTS TEXT - THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO THE EXCLUSIVE RESPONSIBILITY OF THE ISSUER | EAE

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