EANS-Adhoc: Atrium European Real Estate Limited / Tender Offer

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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.
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31.05.2012

Tender Offers by Atrium European Real Estate Limited for any and all
of its outstanding EUR32,050,000 Tranche A 6 per cent. Notes
due 2013 and its outstanding EUR67,950,000 Tranche B
Floating Rate Notes due 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED BELOW) (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW)

Jersey, 31 May 2012: Atrium European Real Estate Limited (the
Company) announced today an invitation to holders of its outstanding
(a) EUR32,050,000 Tranche A 6 per cent. Notes due 2013 (ISIN:
AT0000341789) and (b) EUR67,950,000 Tranche B Floating Rate Notes due
2013 (ISIN: AT0000341797) (together, the Notes) to tender their Notes
for purchase by the Company for cash (each an Offer and together the
Offers). The Offers are being made on the terms and subject to the
conditions and defined terms contained in the tender offer memorandum
dated 31 May 2012 (the Tender Offer Memorandum) prepared by the
Company for the Offers, and are subject to the offer restrictions set
out below and as more fully described in the Tender Offer Memorandum.

The Offers are intended to allow the Company to continue its strategy
of acquiring its debt in order to achieve immediate net interest cost
savings and, where appropriate, to source financing opportunities on
more appropriate terms.

The Company will pay EUR1,030 (the Purchase Price) for each EUR1,000
in nominal amount of the Notes accepted by it for purchase pursuant
to the Offers. The Company will also pay accrued interest on such
Notes.

Description of the ISIN Outstanding Amount Purchase Price
Notes nominal subject to
amount* the Offers

EUR32,050,000 AT0000341789 EUR32,050,000 Any and all EUR1,030 for each
Tranche A 6 per EUR1,000 in
cent. Notes due nominal amount
2013

EUR67,950,000 AT0000341797 EUR67,950,000 Any and all EUR1,030 for each
Tranche B EUR1,000 in
Floating Rate Notes nominal amount
due 2013

* EUR6,100,000 in aggregate nominal amount of the Fixed Rate Notes
and EUR3,950,000 in aggregate nominal amount of the Floating Rate
Notes are currently held by the Company.

The Offers begin on 31 May 2012 and expire at 5.00 p.m. (Vienna time)
on 28 June 2012 (the Expiration Deadline), unless extended, re-opened
or terminated.

In order to be eligible to receive the relevant Purchase Price
pursuant to the relevant Offer, Noteholders must validly tender their
Notes for purchase by the Expiration Deadline, by delivering, or
arranging to have delivered on their behalf, a valid Tender
Instruction (as defined in the Tender Offer Memorandum) that is
received by the Tender Agent by the Expiration Deadline. Noteholders
who wish to participate in the Offers should refer to the Tender
Offer Memorandum for the procedures which must be followed in order
to do so. In particular, Notes can only be tendered for purchase in
minimum nominal amounts of EUR50,000 and integral multiples of
EUR50,000 thereafter. Tenders of Notes will be irrevocable except in
the limited circumstances described in the Tender Offer Memorandum.

The anticipated transaction timetable is summarised below:

Event Expected Time/Date

Launch Date: 31 May 2012

Expiration Deadline: 5.00 p.m. (Vienna time) on 28 June 2012

Announcement of At or around 5.00 p.m. (Vienna time) on
Acceptance and Results: 29 June June 2012

Settlement Date: 3 July 2012

The deadlines set by any intermediary or clearing system may be
earlier than the deadlines specified above.

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 either Offer at any time.

Further Information

The Offers are described in full in the Tender Offer Memorandum,
which (subject to distribution restrictions) is available from the
Tender Agent. Deutsche Bank AG, London Branch is the Dealer Manager
for the Offers.

Requests for information in relation to the Offers should be directed to:

THE DEALER MANAGER

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom

Telephone: +44 20 7545 8011
Attention: Liability Management Group

Email: liability.management@db.com

Requests for information in relation to the procedures for tendering
Notes in, and for any documents or materials relating to, the
Offers should be directed to:

THE TENDER AGENT

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom

Telephone: +44 20 7547 5000
Fax: +44 20 7547 5001
Attention: Trust & Securities Services
Email: xchange.offer@db.com

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum.

This announcement and the Tender Offer Memorandum contain important
information which should be read carefully before any decision is
made with respect to the Offers. If you are in any doubt as to the
action you should take, you are recommended to seek your own
financial advice, including as to any tax consequences, from your
stockbroker, bank manager, solicitor, accountant or other independent
financial adviser. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee must contact such entity if it wishes to tender Notes
in the Offers. None of the Company, the Dealer Manager or the Tender
Agent makes any recommendation as to whether Noteholders should
tender any Notes in the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum
in certain jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum comes
are required by the Company, the Dealer Manager and the Tender Agent
to inform themselves about and to observe any such restrictions.
Neither this announcement nor the Tender Offer Memorandum constitutes
an offer to buy or a solicitation of an offer to sell the Notes, and
tenders of Notes in the Offers will not be accepted from Noteholders,
in any circumstances in which such offer or solicitation is unlawful.
In those jurisdictions where the securities, blue sky or other laws
require the Offers to be made by a licensed broker or dealer and the
Dealer Manager or any of its affiliates is such a licensed broker or
dealer in such jurisdictions, the Offers shall be deemed to be made
on behalf of the Company by the Dealer Manager or such affiliate (as
the case may be) in such jurisdictions.

United States. 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 (a U.S. Person) as defined in Regulation
S of the United States Securities Act of 1933. This includes, but is
not limited to, facsimile transmission, electronic mail, telex,
telephone, the internet and other forms of electronic communication.
The Notes may not be tendered for purchase pursuant to the Offers by
any such use, means, instrumentality or facility from or within the
United States or by persons located or resident in the United States
or by a U.S. Person or by any person acting for the account of a U.S.
Person. Accordingly, copies of this announcement and the Tender Offer
Memorandum and any other documents or materials relating to the
Offers are not being, and must not be, directly or indirectly, mailed
or otherwise transmitted, distributed or forwarded (including,
without limitation, by custodians, nominees or trustees) in or into
the United States or to any U.S. Persons or any persons located or
resident in the United States. Any purported tender of Notes in the
Offers resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
by a U.S. Person, or any person acting for the account of a U.S.
Person, or a person located in the United States or any agent,
fiduciary or other intermediary acting on a non- discretionary basis
for a principal giving instructions from within the United States
will be invalid and will not be accepted.

Each holder of Notes participating in the Offers will represent that
it is not a U.S. Person, it is not located in the United States and
is not participating in the Offers from the United States or it is
acting on a non-discretionary basis for a principal that is not a
U.S. Person, that is located outside the United States and that is
not giving an order to participate in the Offers from the United
States. For the purposes of this and the above paragraph, United
States means the United States of America, its territories and
possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands), any
state of the United States of America and the District of Columbia.

Italy. None of the Offers, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the Offers
have been submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws
and regulations. Each Offer is being carried out in the Republic of
Italy as an exempted offer pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the Financial Services Act) and article 35-bis, paragraph 4,
letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Notes that are located in Italy
can tender Notes for purchase in the Offers through authorised
persons (such as investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 16190 of 29 October
2007, as amended from time to time, and Legislative Decree No. 385 of
1 September 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or any other
Italian authority.

United Kingdom. The communication of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to the
Offers is not being made and such documents and/or materials have not
been approved by an authorised person for the purposes of section 21
of the Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must not
be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial
promotion is only being made to (i) persons who are outside the
United Kingdom, (ii) investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the Order), (iii) persons falling
within Article 43(2) of the Order, or (iv) other persons to whom it
may lawfully be communicated (all such persons together being
referred to as Relevant Persons). Any person in the United Kingdom
who is not a Relevant Person should not act or rely on any such
document or materials or any of their content. Any investment or
investment activity to which these documents or materials relate is
available only to Relevant Persons and will be engaged in only with
Relevant Persons. The documents and materials and their contents
should not be distributed, published or reproduced (in whole or in
part) or disclosed by recipients to any other person in the United
Kingdom.

France. The Offers are not being made, directly or indirectly, to the
public in the Republic of France (France). Neither this announcement,
the Tender Offer Memorandum nor any other document or material
relating to the Offers has been or shall be distributed to the public
in France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors (investisseurs
qualifiés), other than individuals, acting for their own account, all
as defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 to D.411-3 of the French Code monétaire et financier, are
eligible to participate in the Offers. Neither this announcement nor
the Tender Offer Memorandum has been or will be submitted for
clearance to or approved by the Autorité des Marchés Financiers.

Jersey. The Offers do not constitute a prospectus nor offers or
invitations to the public for the purposes of the Companies (Jersey)
Law 1991, as amended, or the Control of Borrowing (Jersey) Order 1958
and no consent, licence or other authority has been sought under
these laws or any other securities laws in the Island of Jersey.
Accordingly, neither the Tender Offer Memorandum nor any other
documents relating to the Offers may be circulated in Jersey.

Further inquiry note:
FTI Consulting Inc
+44 (0)20 7831 3113
Richard Sunderland
Will Henderson
richard.sunderland@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
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