EANS-News: Atrium European Real Estate Limited / Results of Court Meeting and lapsing of the Scheme

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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.

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
FAX:
mail: richard.sunderland@fticonsulting.com
WWW: http://www.aere.com
ISIN: JE00B3DCF752
indexes:
stockmarkets: Wien, Luxembourg Stock Exchange
language: English

Digital press kit: http://www.ots.at/pressemappe/2915/aom

Rückfragen & Kontakt:

For further information:
FTI Consulting Inc.:
+44 (0)20 3727 1000
Richard Sunderland
Claire Turvey
Richard.sunderland@fticonsulting.com

ORIGINAL APA-OTS TEXT - THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO THE EXCLUSIVE RESPONSIBILITY OF THE ISSUER | CNE0002