EANS-Adhoc: Tender Offer and Proposal for 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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29.04.2010

Atrium European Real Estate Limited announces Tender Offer and
Proposal for its

EUR600,000,000 5.375 per cent. Guaranteed Notes due 2013

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

Jersey, 29 April 2010: Atrium European Real Estate Limited (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). Concurrently with the
Offer, the Company is inviting Noteholders to consider and, if
thought fit, pass two separate Extraordinary Resolutions to
provide for the amendments outlined below to be made to the
terms and conditions of the Notes (the Proposal).

The Offer and the Proposal are being made on the terms and
subject to the conditions contained in the tender offer memorandum
dated 29 April 2010 (the Tender Offer Memorandum), including the
offer and distribution restrictions set out below and as more fully
described in the Tender Offer Memorandum (the Offer Restrictions),
and this announcement should be read in conjunction with the
Tender Offer Memorandum. Capitalised terms used but not otherwise
defined in this announcement shall have the meanings given to them
in the Tender Offer Memorandum.

The principal purpose of the Offer and the Proposal is to repurchase
or redeem all of the outstanding Notes. In addition to the
immediate interest cost savings, the Company considers that it can
source financing opportunities at a lower cost and otherwise on more
appropriate terms. To the extent the Offer and the Proposal do
not result in the repurchase or redemption of all of the
outstanding Notes, the Company seeks to amend substantially the
terms and conditions of the Notes in order to allow the Company to
pursue alternative financing opportunities.

Details of the Offer and the Proposal

The Company will pay a cash purchase price equal to 100 per
cent. of the nominal amount of the Notes (the Repurchase
Price) accepted by it for repurchase pursuant to the Offer. The
Company will also pay an amount in respect of accrued interest
(an Accrued Interest Payment) on such Notes.

Noteholders who validly tender their Notes by 4.00 p.m. (London time)
on 20 May 2010 (and who do not subsequently revoke such tender)
will be eligible to receive an additional cash payment (the Early
Tender Payment) equal to 1.5 per cent. of the nominal amount of
such Notes accepted by the Company for repurchase in
consideration for its tender of the relevant Notes.

The Offer begins on 29 April 2010 and expires at 4.00 p.m. (London
time) on 7 June 2010 (the Expiration Deadline), unless extended
or terminated by the Company. In order to be eligible to receive
the Repurchase 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.

Pursuant to the Proposal, Noteholders tendering Notes by 10.00
a.m. (London time) on 2 June 2010 (the Voting Deadline) will be
deemed to have delivered their consent to the Extraordinary
Resolutions. The First Extraordinary Resolution, if passed,
provides for the insertion of a call option by which the Company
shall redeem on 11 June 2010 (the Settlement Date) all (but not
some only) of the Notes remaining (if any) on completion of the
Offer. The Second Extraordinary Resolution, if passed, would
allow for the removal of substantially all of the covenants
and certain of the events of default contained in the terms and
conditions of the Notes and the insertion of a put option which may
be exercised (for a limited period) by Noteholders to whom the Offer
is not being made pursuant to the Offer Restrictions (each an
Ineligible Noteholder). Ineligible Noteholders who wish to
participate in the Proposal should refer to the Tender Offer
Memorandum for the procedures which must be followed in order to
participate. Ineligible Noteholders who submit a valid Ineligible
Noteholder Instruction in favour of the Proposal prior to the Early
Tender Deadline may be eligible to receive an identical amount to
the Early Tender Payment.

A summary of the terms appears below:

Description of |Common |Outstanding|Amount |Total Early |Repurchase |
the Notes |code/ISIN |nominal |subject to|Tender |Price |
| |amount |the Offer |Consideration | |

EUR600,000,000 |026387132 / |EUR152,562,|Any and |101.5 per |100 per |
5.375 per cent. |XS0263871328|000 |all |cent. of the |cent. of |
Guaranteed Notes| | | |nominal amount|the nominal|
due 2013 | | | |of the Notes |amount of |
| | | |plus the |the Notes |
| | | |Accrued | |
| | | |Interest | |
| | | |Payment | |

The Company is under no obligation to accept for repurchase any
Notes tendered pursuant to the Offer. The acceptance for repurchase
by the Company of Notes

tendered pursuant to the Offer is at the sole discretion of the Company and
tenders may be rejected by the Company for any reason.

The indicative timetable is summarised below:

Event Expected Time/Date
Launch Date: 29 April 2010

Early Tender Deadline: 4.00 p.m. (London time) on 20 May 2010

Voting Deadline: 10.00 a.m. (London time) on 2 June 2010

Meeting of Noteholders: 10.00 a.m. (London time) on 4 June 2010

Expiration Deadline: 4.00 p.m. (London time) on 7 June 2010

Announcement of Results and, if At or around 2.00 p.m. (London time)
applicable, execution of the on 8 June 2010
Supplemental Trust Deed*:

Expected Settlement Date*: 11 June 2010

*If there is to be an adjourned Meeting, the relevant indicative date will be
adjusted accordingly.

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

Under the Offer and the Proposal, all (i) Tender Instructions
and (ii) Ineligible Noteholder Instructions in favour of the
Proposal delivered by the Early Tender Deadline will be
irrevocable except in the limited circumstances in which such
revocation is permitted as described in the Tender Offer
Memorandum.

Subject to applicable law and as provided in the Tender Offer
Memorandum, the

Company may, in its sole discretion, extend, amend, waive any condition of or
terminate the Offer and/or the Proposal at any time.

Further Information

The Offer and the Proposal are described in full in the Tender Offer
Memorandum, which is available from the Tender Agent. Merrill Lynch

International is the Dealer Manager for the Offer and the Proposal.

Requests for information in relation to the Offer and the Proposal
should be directed to:

THE DEALER MANAGER

Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Telephone: +44 20 7995 3715
Attention: John Cavanagh
Email: john.m.cavanagh@baml.com

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

THE TENDER AGENT

Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
For information by telephone: +44 20 7704 0880
Fax: +44 20 7067 9098
Attention: Lee Pellicci / Thomas Choquet
Email: atrium@lucid-is.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 or the Proposal. 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 or otherwise participate in
the Proposal. None of the Company, the Dealer Manager, the Tender
Agent or the Trustee makes any recommendation as to whether
Noteholders should tender any Notes in the Offer or participate in
the Proposal.

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.

Italy. The Offer is not being made, directly or indirectly, in the
Republic of Italy (Italy). The Offer, this announcement 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 for repurchase pursuant to the Offer and,
as such, any Tender Instructions received from such persons shall
be ineffective and void, and neither this announcement, 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:

For further information:

Financial Dynamics:

+44 (0)20 7831 3113

Richard Sunderland

Laurence Jones

atrium@fd.com

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