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Atrium European Real Estate Limited

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EQUITY FUND RAISING, RELATED ARRANGEMENTS AND LISTING PLANS

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  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.
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14.01.2009

EQUITY FUND RAISING, RELATED ARRANGEMENTS AND LISTING PLANS

Jersey, January 14, 2009: Atrium European Real Estate Limited ("Atrium" or the

"Company") (ATX: ATR), one of the  leading  real  estate  companies  focused  on
shopping centre investment management and development  in  Central  and  Eastern
Europe, announces that it has agreed the terms of a new equity fund raising  and
related arrangements with Citi Property Investors and its investors ("CPI")  and
Gazit-Globe  Limited  ("Gazit"  and,  together,  the  "Investors").    The   new
agreement has  been  approved  by  a  committee  of  the  Company's  independent

directors, chaired by Professor Peter Linneman and advised by Kempen & Co.

This equity fund raising and related arrangements will raise EUR 72.1 million of new equity, reduce the Company's indebtedness by at least EUR 103 million in principal amount and significantly reduce the equity overhang of the outstanding warrants to subscribe for the Company's shares from 30 million to approximately five million. The private placement and other arrangements will replace the EUR 300 million rights issue that was proposed to follow the EUR 500 million investment in the Company made by the Investors in August 2008 and due to be completed by the end of January 2009.

The terms of the new equity fund raising and related arrangements have been agreed against a backdrop of a number of factors, including:

. The fact that the Company's  current  and  recent  share  price  makes  it
      unlikely that the certificate holders  would  subscribe  to  the  proposed
      rights issue at EUR 7 per share,  which  would  result  in  the  Investors
      subscribing to the entire  issue  and  causing  considerable  dilution  to
      existing certificate holders.

    . The letter the  Company  recently  received  from  the  Austrian  Takeover
      Commission  ("ATC")  regarding  its  proposed   investigation   into   the
      application of the Austrian Takeover Act to the Company during the  period
      of its management by Meinl European Real Estate Limited.  This created  an
      uncertainty that in fully subscribing a EUR 300 million rights issue under
      their backstop commitment, the Investors might have been required to  make
      a mandatory bid for the Company, which was never the intended result.

    . Following an assessment of the Company's  development  pipeline,  Atrium's
      management believes that the Company has  sufficient  cash  to  cover  its
      current requirements.

Details of the new equity fund raising and related arrangements are as follows:

. The Company will issue 10,300,000 new ordinary shares in  aggregate  at  a
      price of EUR 7 per share.  CPI will acquire  4,738,000  shares  and  Gazit
      will acquire 5,562,000 shares with the subscription amount being  paid  at
      the option of each Investor either in cash  or  by  the  transfer  to  the
      Company of convertible bonds issued to the Investors  by  the  Company  on
      August 1, 2008 in a principal amount equal to its respective  subscription
      amount.

    . The Investors will deliver 25,066,667 existing warrants to  subscribe  for
      ordinary shares (out of a total of 30 million such warrants issued to  the
      Investors on August 1, 2008) to the Company. They will  be  cancelled  for
      nil  consideration,  removing  the  potential  dilutive  effect  of  those
      warrants.  No additional warrants will  be  issued  to  the  Investors  in
      relation to their subscription for 10,300,000 new ordinary shares.

    . Conditional on closing of the subscription  for  the  new  shares  by  the
      Investors, the Company will acquire from Gazit around  EUR  103million  in
      principal amount of the Company's 2006  listed  medium  term  notes  (ISIN
      XS0263871328).  The notes have been acquired by Gazit in market  purchases
      over the past year and prior to  the  Company's  buyback  programme  at  a
      variety of prices and shall be acquired by the Company for a  cash  amount
      equal to the aggregate of the prices paid for  them  in  the  open  market
      (including  dealing  costs)  by   Gazit   (which in   aggregate   is   EUR
      77.26 million) plus accrued interest on the notes to the date of  purchase
      by the Company.

    . The Investors have deposited certain of the Company's debt securities with
      the Company as security in respect of their obligation  to  subscribe  for
      the new shares.  The Investors' security deposit covers  their  commitment
      to subscribe for the new shares in full.

    . Completion of the subscription for the new shares will take place no later
      than January 31, 2009.

The new equity fund raising and related  arrangements  provide  Atrium,  in  the

face of difficult and unpredictable markets, with swift and certain execution of a transaction that should improve Atrium's balance sheet by reducing the amount of the Company's indebtedness and at the same time remove a large portion of the potential dilutive effect of the Company's warrants.

Depending on the form of the consideration paid, as a result of the subscription for the new shares, the Investors and their affiliates will in aggregate be interested in securities of the Company carrying between 27.9 per cent. and 29.96 per cent. of the Company's outstanding voting rights. This compares against a possible total interest of 37.26 per cent. by Investors and their affiliates under the previously proposed rights issue.[1]

In addition, the Company and the Investors have agreed to the following:

. The Company will seek a  listing  for  its  ordinary  shares  on  Euronext
      Amsterdam by July 31, 2009 in conjunction with which it will seek to  list
      its ordinary shares on the Vienna Stock Exchange in substitution  for  the
      listing of the certificates representing its ordinary shares  as  detailed
      in the announcement made on November 13, 2008.

    . The Investors will not acquire additional shares or voting rights  in  the
      Company, nor exercise any of their warrants,  such  that  their  aggregate
      interest in the Company's voting rights would exceed 30 per  cent.  before
      the earlier of August 1, 2009 or the ATC confirming that the mandatory bid
      requirements contained in the Austrian Takeover Law are not applicable  to
      the Company.

    . The Investors will  not  dispose  of  the  10.3  million  ordinary  shares
      acquired by them in the equity fund raising before the earlier  of  August
      1, 2009 or the Company's listing on Euronext Amsterdam.

    . The Investors will not,  without  the  consent  of  the  Company,  acquire
      securities of the Company before August  1,  2010  that  would  trigger  a
      change of control as defined in the Company's 2006 bonds, so  long  as  at
      least EUR 180 million (face value) of the bonds remain outstanding.

    . The Investors have agreed to waive any warranty and certain  other  claims
      that they may have  against  the  Company  under  the  master  transaction
      agreement among the Investors and the Company dated March 20, 2008.

    . The Company has  confirmed  to  the  Investors  that  it  has  no  current
      intention of acquiring its own shares pursuant to the authority granted by
      shareholders at the  extraordinary  general  meeting  of  Atrium  held  in
      December 2008.  However, Atrium reserves the right  to  request  that  the
      Investors permit the Company to make purchases of its own  shares  in  the
      future.   In  addition,  in  light  of  technical   Jersey   company   law
      requirements, in the event that the Investors decide to  pay  for  all  or
      some of the  new  shares  by  the  transfer  of  2008  convertible  bonds,
      shareholders will be asked to approve  the  cancellation  of  the  special
      voting shares related to those bonds and the Investors have agreed to vote
      in  favour  of  such  cancellation.   Prior  to  the   cancellation,   the
      transferors will agree not to vote the relevant special voting shares.

Rationale for the transaction

The Company reached the decision to proceed with the new equity fund raising and related matters in place of the proposed rights issue by agreement with the Investors, among other reasons, in light of the following factors:

. Following the unprecedented volatility and  significant  deterioration  in
      market conditions experienced globally since March  2008,  when  agreement
      was reached regarding Atrium's new management structure and the Investors'
      initial investment in Atrium and a rights issue was  first  proposed,  the
      Company's share price has declined from over EUR 7 per share to around EUR
      3 per share and reached a low of EUR 1.55 in November 2008.  As the rights
      issue price of EUR 7 per share is significantly above the  current  market
      share price, it is very unlikely that existing certificate  holders  would
      have taken up the opportunity to subscribe for new  shares  and  therefore
      Atrium would have  been  required  to  rely  on  the  undertaking  of  the
      Investors (which is unsecured) to back stop the rights issue,  potentially
      in full. That would have been significantly dilutive to the other existing
      certificate holders both in terms of their economic and voting  rights  in
      the Company.

    . An assessment conducted over recent months by Atrium's new  management  of
      the Company's existing development programme has resulted in a significant
      reduction in the Company's anticipated cash requirements  for  development
      purposes.  The Company has already used some surplus  cash  to  repurchase
      indebtedness in recent months and has the appetite to further  reduce  its
      indebtedness.  Rather than executing the proposed rights  issue  in  full,
      which would have required Atrium to issue a very significant number of new
      shares in return for a significant amount  of  additional  cash,  the  new
      equity fund raising and related arrangements have the benefits  to  Atrium
      of reducing the potential dilutive effect of subscription entitlements  on
      existing shareholders and achieving a better ratio of debt to  equity  for
      the Company.

    . Uncertainty has been created regarding the  application  of  the  Austrian
      Takeover Act to Atrium following a letter received by the Company from the
      Austrian Takeover Commission in late December 2008, in which the  Austrian
      Takeover Commission states that it is contemplating an investigation  into
      the application of the Austrian Takeover Act to  the  Company  during  the
      period of its  management  by  Meinl  European  Real  Estate  Limited  and
      requests a response from the Company by January 30,  2009.   While  Atrium
      does not believe that it is now subject to the Austrian Takeover Act,  the
      letter from the Austrian Takeover Commission has created  a  concern  that
      the back-stopping in full of a rights issue by the  Investors  might  have
      triggered an obligation under the Austrian Takeover Act on  the  Investors
      to make a mandatory cash bid for the remainder of the  Company's  ordinary
      shares. That  was  never  intended  as  a  consequence  of  the  back-stop
      obligation nor would it represent an appropriate outcome of  the  proposed
      rights issue.  Although the Company does not  agree  with  any  suggestion
      that the Austrian Takeover Act  should  now  impose  any  mandatory  offer
      requirement,  it  is  highly  unlikely  that  this  uncertainty  could  be
      satisfactorily resolved  by  a  determination  of  the  Austrian  Takeover
      Commission in enough time to launch and complete a rights issue before the
      end of January 2009.

Atrium has received financial advice from Kempen & Co Corporate Finance B.V. in relation to the new equity issuance and related arrangements. Decisions in relation to the revised equity fund raising and related arrangements were taken by a committee of the board of the Company consisting of the six directors of Atrium who are independent of the Investors and excluding the four directors of Atrium appointed by the Investors, who did not participate.

Commenting on the transaction, Rachel Lavine, chief executive officer of the Company said: "Given the unprecedented continuing uncertainty and volatility in the capital markets and the uncertainty regarding the application of the Austrian Takeover Act, I am very pleased that the Company has been able to reach agreement on a transaction that includes an appropriate equity subscription by the Investors and a further reduction of the Company's outstanding indebtedness. At the same time the transaction avoids undue dilution of the Company's other shareholders. I believe that the Company remains in a strong position to address the challenges presented by the continuing turbulence in the real estate sector and I am pleased that we are now working towards a listing on the Euronext market in Amsterdam and the associated benefits we believe that will bring for our shareholders."

Analysts call

There will be a call for analysts regarding the equity fund raising and related arrangements on 14 January 2009 at 0830 UK / 0930 CET. Please contact Laurence Jones of Financial Dynamics at Laurence.jones@fd.com for the dial in details.

Important notice

This announcement includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Company and its group. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The business, financial condition, results of operations and prospects of the Company and its group may change. Except as required by law or applicable regulation, the Company does not undertake any obligation to update any forward- looking statements, even though the situation of the Company or its group may change in the future. All of the information presented in this announcement,

and  particularly  the  forward-looking  statements,  is  qualified   by   these
cautionary statements.

For further information:

Financial Dynamics:                                +44 (0)20 7831 3113
Richard Sunderland

Stephanie Highett Laurence Jones Richard.sunderland@fd.com

----------------------- [1] In each case, assuming that no warrants are exercised by the Investors.

end of announcement                               euro adhoc
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Further inquiry note:

Financial Dynamics, London
Stephanie Highett / Richard Sunderland
Phone: +44 (0)20 7831 3113
mailto:richard.sunderland@fd.com

Branche: Real Estate
ISIN: AT0000660659
WKN: 066065
Index: Standard Market Continous
Börsen: Wiener Börse AG / official market

Original-Content von: Atrium European Real Estate Limited, übermittelt durch news aktuell

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