EANS-Adhoc: Atrium European Real Estate Limited / Tender Offer for up to EUR120,000,000 of EUR600,000,000 5.375 per cent. Guaranteed Notes due 2013

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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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07.01.2010

Tender Offer for up to EUR120,000,000 of EUR600,000,000 5.375 per
cent. Guaranteed Notes due 2013

NOT FOR 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, TO ANY U.S.
PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN ITALY (SEE "OFFER
AND DISTRIBUTION RESTRICTIONS" BELOW)

Jersey, 7 January, 2010: Atrium European Real Estate Limited
(Atrium or the Company) (ATX/Euronext: ATRS), a leading real
estate company focused on shopping centre investment, management
and development in Central and Eastern Europe, announced today
an invitation to holders of its outstanding EUR600,000,000
5.375 per cent. Guaranteed Notes due 2013 (ISIN: XS0263871328)(the
Notes) to tender their Notes for purchase by the Company for cash
(the Offer). The Offer is being made on the terms and subject to
the conditions contained in the tender offer memorandum dated 7
January 2010 (the Tender Offer Memorandum) prepared by the Company
for the Offer, and is subject to the offer restrictions set out
below and as more fully described in the Tender Offer Memorandum.

The Offer is being undertaken, in accordance with the stated
intention announced by the Company on 3 September 2009, following the
completion of the Exchange Transaction (as defined in such
announcement).

The Company will pay EUR950 (the Purchase Price) for each
EUR1,000 in nominal amount of the Notes accepted by it for purchase
pursuant to the Offer. The Company will also pay accrued interest
on such Notes.

The Company proposes to accept up to EUR120,000,000 in aggregate
nominal amount of the Notes (the Maximum Acceptance Amount) for
purchase pursuant to the Offer (although the Company reserves the
right, in its sole discretion, to accept more than the Maximum
Acceptance Amount for purchase). If the aggregate nominal
amount of Notes tendered for purchase is greater than the
Maximum Acceptance Amount (or such increased amount that the
Company accepts for purchase), Notes will be accepted for purchase
by the Company on a pro rata basis, as further described in the
Tender Offer Memorandum.

|Description of |Common |Outstanding |Amount subject |Purchase |
|the Notes |code/ISIN |nominal |to the Offer |Price |
| | |amount | | |
|EUR600,000,000 |026387132 / |EUR233,808,000 |Subject as |EUR950 for |
|5.375 per cent. |XS0263871328| |described |each EUR1,000 |
|Guaranteed Notes| | |above, an |in nominal |
|due 2013 | | |aggregate |amount |
| | | |nominal amount | |
| | | |of up to | |
| | | |EUR120,000,000 | |

The Offer begins on 7 January 2010 and expires at 5.00 p.m. (London time) on 20
January 2010 (the Expiration Deadline), unless extended, re-opened or

terminated.

In order to be eligible to receive the Purchase Price, Noteholders
must validly tender their Notes 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 accept the Offer should refer to
the Tender Offer Memorandum for the procedures which must be
followed in order to accept the Offer. Tenders of Notes in the
Offer 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: |7 January 2010 |
|Expiration Deadline: |5.00 p.m. (London time) on 20 January |
| |2010 |
|Announcement of |At or around 5.00 p.m. (London time) on|
|Acceptance and Results:|21 January 2010 |
|Expected Settlement | 27 January 2010 |
|Date: | |

The deadlines set by any intermediary or clearing system will 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 the Offer at
any time.

Further Information

The Offer is described in full in the Tender Offer Memorandum,
which is available from the Tender Agent. Deutsche Bank AG, London
Branch is the Dealer Manager for the Offer.

Requests for information in relation to the Offer 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 Offer
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 Offer.
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 Offer. None of the Company, the Dealer Manager or the Tender
Agent makes any recommendation as to whether Noteholders should
tender any Notes in the Offer.

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 Offer
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 Offer 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 Offer 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 Offer is 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. 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 in the Offer by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States. Accordingly,
copies of the Tender Offer Memorandum and any other documents
or materials relating to the Offer 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 Offer
resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
by 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 Offer will represent that it is not a U.S.
person, it is not located in the United States and is not
participating in the Offer 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 Offer from the United States. For
the purposes of this 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. The Offer is not being made, directly or indirectly, in the
Republic of Italy (Italy). The Offer and the Tender Offer
Memorandum have not been submitted to the clearance procedure
of the Commissione Nazionale per le Società e la Borsa
(CONSOB) pursuant to Italian laws and regulations.
Accordingly, Noteholders are notified that, to the extent
Noteholders are located or resident in Italy, the Offer is not
available to them and they may not tender Notes in the Offer and,
as such, any Tender Instructions received from such persons shall
be ineffective and void, and neither the Tender Offer Memorandum
nor any other documents or materials relating to the Offer or the
Notes may be distributed or made available in Italy.

United Kingdom. The communication of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offer 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 Offer is 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 documents
or materials relating to the Offer have 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, 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 Offer. Neither
this announcement nor the Tender Offer Memorandum has been or will be
submitted to or approved by the Autorité des Marchés Financiers.

Jersey. The Offer does not constitute a prospectus nor an offer or
invitation 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 is required or
has been sought under these laws or any other securities laws in
the Island of Jersey.

end of announcement euro adhoc
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ots Originaltext: Atrium European Real Estate Limited
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Financial Dynamics, London

Richard Sunderland / Laurence Jones

Phone: +44 (0)20 7831 3113

mailto:richard.sunderland@fd.com

Branche: Real Estate
ISIN: JE00B3DCF752
WKN:
Index: Standard Market Continous
Börsen: Wien / official market