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EANS-General Meeting: Atrium European Real Estate Limited / Resolutions of the General Meeting
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General meeting information 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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23.12.2021
Atrium Shareholders approve the Merger in Extraordinary General Meeting held on
23 December 2021
Ad hoc announcement - Jersey, 23 December 2021 - On 18 October 2021, the
Independent Committee of the Board of Directors (the "Independent Committee") of
Atrium European Real Estate Limited (VSE/Euronext: ATRS), ("Atrium" or the
"Company") and the board of directors of Gazit Hercules 2020 Limited ("Newco"),
which is an indirect wholly-owned subsidiary of Gazit-Globe Ltd ("Gazit")
announced a recommended cash acquisition (the "Acquisition") of the entire
issued and to be issued ordinary share capital of Atrium that is not already
owned directly or indirectly by Gazit or its affiliates, to be implemented by
means of a statutory merger between the Company and Newco under Part 18B of the
Companies (Jersey) Law 1991, as amended (the "Merger"). Further details of the
proposed Merger were published in a shareholder circular made available by the
Company on 23 November 2021 ("Shareholder Circular").
Atrium is pleased to announce that, at the Extraordinary General Meeting held
today in connection with the Merger:
* the requisite majority of Atrium Shareholders voted in favour of the Merger
Resolutions to pass the special resolutions under Jersey law; and
* the requisite majority of minority Atrium Shareholders (excluding Gazit and
its affiliates) voted in favour of the Merger Resolutions as required under
the terms of the Merger Implementation Agreement between the Company and Newco
dated 17 October 2021.
Details of the resolutions passed are set out in the Notice of Extraordinary
General Meeting contained in Part 6 of the Shareholder Circular.
Capitalised terms used but not defined in this announcement have the meanings
given to them in the Shareholder Circular, unless the context requires
otherwise.
Voting results
The table below sets out the results of the poll at the Extraordinary General
Meeting. The votes of all Atrium Shareholders entitled to vote and voting on
each Merger Resolution and the votes of the minority Atrium Shareholders
(excluding Gazit and its affiliates) are shown separately for each Merger
Resolution. Each Atrium Shareholder, present in person or by proxy, was entitled
to one vote per Atrium Share held at the Voting Record Time.
______________________________________________________________________________________ |Resolution |__________For__________|________Against________|_______Abstain*________| | | No. of |% of Votes | No. of |% of Votes | No. of |% of Votes | |______________|___Votes___|___________|___Votes___|___________|___Votes___|___________| |1. Approval of|324,927,031| 97.15% | 9,525,902 | 2.85% | 0 | 0.00% | | the terms of |(24,841,042| (72.28% |(9,525,902 | (27.72% | (0 | (0.00% | | the Merger | excluding | excluding | excluding | excluding | excluding | excluding | |Implementation| Gazit and | Gazit and | Gazit and | Gazit and | Gazit and | Gazit and | | Agreement | its | its | its | its | its | its | |______________|affiliates)|affiliates)|affiliates)|affiliates)|affiliates)|affiliates)| | 2. Amendment |324,917,831| 97.15% | 9,525,902 | 2.85% | 9,200 | 0.00% | | of the |(24,831,842| (72.25% |(9,525,902 | (27.72% | (9,200 | (0.03% | | Company's | excluding | excluding | excluding | excluding | excluding | excluding | | articles of | Gazit and | Gazit and | Gazit and | Gazit and | Gazit and | Gazit and | | association | its | its | its | its | its | its | |______________|affiliates)|affiliates)|affiliates)|affiliates)|affiliates)|affiliates)| |3. Approval of|324,917,831| 97.15% | 9,084,229 | 2.72% | 450,873 | 0.13% | |allotment and |(24,831,842| (72.25% |(9,084,229 | (26.43% | (450,873 | (1.31% | | issue of the | excluding | excluding | excluding | excluding | excluding | excluding | | Reduction of | Gazit and | Gazit and | Gazit and | Gazit and | Gazit and | Gazit and | |Capital Share | its | its | its | its | its | its | | to the Trust |affiliates)|affiliates)|affiliates)|affiliates)|affiliates)|affiliates)| |____Agent_____|___________|___________|___________|___________|___________|___________| |4. Instructing| | | | | | | | the Trust | | | | | | | |Agent to vote |324,927,031| 97.15% | 9,525,902 | 2.85% | 0 | 0.00% | | for the |(24,841,042| (72.28% |(9,525,902 | (27.72% | (0 | (0.00% | | Reduction of | excluding | excluding | excluding | excluding | excluding | excluding | |Capital Share | Gazit and | Gazit and | Gazit and | Gazit and | Gazit and | Gazit and | | in favour of | its | its | its | its | its | its | |the Reduction |affiliates)|affiliates)|affiliates)|affiliates)|affiliates)|affiliates)| | Special | | | | | | | |__Resolution__|___________|___________|___________|___________|___________|___________| |5. Authorising| | | | | | | | the | | | | | | | | Independent | | | | | | | | Atrium |324,927,031| 97.15% | 9,525,902 | 2.85% | 0 | 0.00% | | Directors to |(24,841,042| (72.28% |(9,525,902 | (27.72% | (0 | (0.00% | |take all such | excluding | excluding | excluding | excluding | excluding | excluding | |action as they| Gazit and | Gazit and | Gazit and | Gazit and | Gazit and | Gazit and | | may consider | its | its | its | its | its | its | | necessary or |affiliates)|affiliates)|affiliates)|affiliates)|affiliates)|affiliates)| | appropriate | | | | | | | | for giving | | | | | | | |full effect to| | | | | | | |__the_Merger__|___________|___________|___________|___________|___________|___________|
*A vote withheld is not a vote in law and, accordingly, is not counted in the
calculation of the proportion of votes "For" nor "Against" the Resolution. Where
relevant, all figures have been rounded to two decimal places.
The total number of Atrium Shares in issue at the Merger Voting Record Time was
400,507,737. As at the Merger Voting Record Time, Atrium held no Atrium Shares
in treasury. Therefore, the total voting rights in Atrium as at the Merger
Voting Record Time were 400,507,737.
Timetable
The outcome of today's meetings means that Conditions 2(c) and 2(f) (as set out
in Part 3 of the Shareholder Circular) have been satisfied.
The Acquisition remains subject to the satisfaction or (if capable of waiver)
waiver of the remaining Conditions set out in the Shareholder Circular,
including the Reduction Conditions and payment of the Special Dividend.
Atrium expects to provide notice of the Reduction Extraordinary General Meeting
within four weeks by issuing an announcement through a Regulatory Information
Service.
The Company notes a minor correction to the ex-date of the Special Dividend
which has now been amended in the timetable below. Otherwise, the expected
timetable of principal events for the implementation of the Merger remains as
set out in pages 9 and 10 of the Shareholder Circular.
______________________________________________________________________________ |Event_________________________________|_______________________Time_and/or_date| |Despatch of notice to creditors of | | |Atrium and Newco in relation to the | 23 December 2021| |proposed_Merger_______________________|_______________________________________| |Publication of notice in Jersey | 23 December 2021| |Gazette_______________________________|_______________________________________| |Last date for creditors of Atrium and/| | |or Newco to deliver to Atrium a | | |written objection to the Merger | 13 January 2022| |pursuant to Article 127FE(2)(a) of the| | |Companies_Law_________________________|_______________________________________| |Last date for holders of Atrium Shares| | |to apply to the Court for an order | 13 January 2022| |under_Article_143_of_the_Companies_Law|_______________________________________| |Publication and posting of the notice | | |of extraordinary general meeting in | | |respect of the Reduction Extraordinary| 17 January 2022| |General Meeting (including a form of | | |proxy_and_form_of_instruction)________|_______________________________________| |Ex-dividend_date_for_Special_Dividend_|_______________________31_January_2022*| |Reduction Extraordinary General | 10.00 a.m. on 1 February 2022| |Meeting_______________________________|_______________________________________| |Filing of solvency statement and | | |minute of reduction with Registrar in | 1 February 2022| |connection_with_reduction_of_capital__|_______________________________________| |Delivery to the Registrar of all | | |relevant documents in relation to the | 1 February 2022| |Merger, as required under Article | | |127FJ_of_the_Companies_Law____________|_______________________________________| |Special_Dividend_Record_Date__________|_______________________1_February_2022*| |Special_Dividend_Payment_Date_________|________________________4_February_2022| |Last_day_of_trading_in_Atrium_Shares__|_______________________14_February_2022| |Suspension of trading in Atrium Shares| From, and including, 15 February 2022| |on_the_Exchanges______________________|_______________________________________| |Merger_Record_Time____________________|____6.00_p.m._(GMT)_on_17_February_2022| |Expected date of completion and | | |effectiveness of the Merger and | 18 February 2022| |reduction of capital (subject to the | | |Conditions_being_satisfied_or_waived)_|_______________________________________| |Settlement of the consideration | | |payable under the Merger to each | 18 February 2022| |Merger_Shareholder____________________|_______________________________________| |De-listing of Atrium Shares in | As soon as practicable after Closing| |Amsterdam_and_Vienna__________________|_______________________________________| |Longstop_Date_________________________|________________________17_April_2022**|
*The timetable included in the Shareholder Circular referred to a time of 6.00
p.m. which was not correct and has been removed.
**This is subject to extension in the event that objections are raised from
creditors or Atrium Shareholders.
Advisors
UBS is acting as financial adviser and fairness opinion provider to the
Independent Committee with Allen & Overy LLP as international legal adviser and
Appleby as Jersey law legal advisers to the Independent Committee.
Goldman Sachs Israel LLC is acting as financial adviser to Gazit and Newco with
Kirkland & Ellis International LLP as international legal adviser and Ogier
(Jersey) LLP as Jersey law legal advisers to Gazit and Newco.
Enquiries
FTI Consulting Inc.: +44 (0)20 3727 1000
Richard Sunderland/Claire Turvey/Ellie Sweeney/Andrew Davis:
[email protected] [[email protected]]
Or Ackerman, Investor Relations, Gazit Globe Ltd: [email protected]
About Atrium European Real Estate
Atrium is a leading owner, operator and redeveloper of shopping centres and
residential for rent apartments in Central Europe. Atrium specializes in locally
dominant food, fashion and entertainment shopping centres in the best urban
locations. Atrium owns 26 properties with a total gross leasable area of over
809,000 sqm and with a total market value of approximately EUR2.5 billion. These
properties are located in Poland, the Czech Republic, Slovakia and Russia, and
with the exception of one, are all managed by Atrium's internal team of retail
real estate professionals. In February 2020 Atrium announced a strategy to
diversify its portfolio by investing in and managing residential for rent real
estate, with a primary focus on Warsaw.
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.
About Gazit Globe
Gazit Globe is a global real estate company focused on the ownership,
development, and management of mixed-use income producing real estate for a
variety of uses including commercial, offices and residential in highly
populated urban areas in key cities. As of September 30, 2021, the Group held
and managed 102 properties covering a built-up area for lease of 2.5 million sq.
m with a value of NIS 37 billion.
Additional information on the Company's website: www.gazitglobe.com.
Further information
This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of Atrium in any jurisdiction in
contravention of applicable law. For the avoidance of doubt, this announcement
does not constitute, and should therefore not be perceived as, an (announcement
of a contemplated) public offer under the public offer rules in Austria and / or
the Netherlands.
Important notices relating to financial advisers
UBS AG London Branch ("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.
Goldman Sachs Israel LLC is acting exclusively for Gazit and Newco and no one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than Gazit and Newco for providing the
protections afforded to clients of Goldman Sachs Israel LLC, or for providing
advice in connection with the matters referred to in this announcement.
Overseas jurisdictions
The ability to participate in the Acquisition for Atrium shareholders who are
not resident in and citizens of the Netherlands, Austria or Jersey may be
affected by the laws of the relevant jurisdictions in which they are located or
of which they are citizens. Persons who are not resident in the Netherlands,
Austria or Jersey should inform themselves of, and observe, any applicable legal
or regulatory requirements of their jurisdictions. Further details in relation
to overseas shareholders will be contained in the Shareholder Circular. The
release, publication or distribution of this announcement in or into
jurisdictions other than the Netherlands, Austria or Jersey may be restricted by
law and therefore any persons who are subject to the law of any jurisdiction
other than the Netherlands, Austria or Jersey should inform themselves of, and
observe, any applicable requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or liability
for the violation of such restrictions by any person.
Copies of this announcement and the formal documentation relating to the
Acquisition and the Merger will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any jurisdiction where local
laws or regulations may result in a significant risk of civil, regulatory or
criminal exposure if information concerning the Acquisition is sent or made
available to Atrium shareholders in that jurisdiction (a "Restricted
Jurisdiction") or any jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving those documents must not mail or otherwise
forward, distribute or send them in or into or from any Restricted Jurisdiction.
This announcement does not constitute an offer of securities in the State of
Israel.
US holders
Holders of Atrium shares who: (i) are ordinarily resident in the US; or (ii)
have a registered address in the US; or (i) are a custodian, nominee or trustee
holding of Atrium shares for persons in the US or with a registered address in
the US ("US Holders") should note that the Acquisition relates to the securities
of a Jersey company listed on the Amsterdam Stock Exchange and the Vienna Stock
Exchange and is subject to Dutch, Austrian and Jersey disclosure requirements
and practices (which are different from those of the US) and is proposed to be
implemented by means of a statutory merger under Jersey company law. A
transaction effected by means of a statutory merger is not subject to the tender
offer rules under the US Exchange Act, and the proxy solicitation rules under
the US Exchange Act will not apply to the Acquisition. The Acquisition will be
subject to Dutch, Austrian and Jersey disclosure requirements and practices,
which are different from the disclosure requirements of the US tender offer and
proxy solicitation rules. The financial information included in this
announcement and the Shareholder Circular have been or will have been prepared
in accordance with IFRS, and thus may not be comparable to financial information
of companies whose financial statements are prepared in accordance with
generally accepted accounting principles in the US.
The receipt of cash pursuant to the Acquisition by a US Holder may be a taxable
transaction for US federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Atrium shareholder is urged
to consult his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him. It may be difficult for US
Holders to enforce their rights and claims arising out of the US federal
securities laws, since Newco and Atrium are located in countries other than the
US, and some or all of their officers and directors may be residents of
countries other than the US. US Holders may not be able to sue a non-US company
or its officers or directors in a non-US court for violations of US securities
laws. Further, it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court's judgement.
Forward looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Newco, Gazit and Atrium contain statements which are,
or may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Newco, Gazit and
Atrium about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement may include
statements relating to the expected effects of the Acquisition on Newco, Gazit
and Atrium, the expected timing and scope of the Acquisition and other
statements other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although Newco, Gazit
and Atrium believe that the expectations reflected in such forward-looking
statements are reasonable, Newco, Gazit and Atrium can give no assurance that
such expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or estimate
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings for each share for Newco, Gazit or Atrium, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings for each share for
Newco, Gazit or Atrium, as appropriate.
Publication on website
A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Atrium's website at www.aere.com and on Gazit's website at www.gazitglobe.com/
investor-relations/news-and-updates/.
For the avoidance of doubt, the contents of these websites are not incorporated
by reference and do not form part of this announcement.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments.
Further inquiry note:
FTI Consulting Inc.: +44 (0)20 3727 1000
Richard Sunderland/Claire Turvey/Ellie Sweeney/Andrew Davis:
[email protected]
Or Ackerman, Investor Relations, Gazit Globe Ltd: [email protected]
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: [email protected]
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
