EANS-Adhoc: Atrium European Real Estate Limited / adjournment of Noteholders Meeting

--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------

04.06.2010

Atrium European Real Estate Limited announces adjournment of
Noteholders Meeting and Extension of Tender Offer in relation to its
E600,000,000 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, 4 June 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 that the meeting (the Meeting) of
the holders (the Noteholders) of its outstanding E600,000,000 5.375
per cent. Guaranteed Notes due 2013 (ISIN: XS0263871328) (the Notes)
to consider the Proposal was inquorate in respect to the First
Extraordinary Resolution, but achieved the necessary quorum for the
Second Extraordinary Resolution which was duly considered and passed.
Accordingly the Meeting, with respect to the First Extraordinary
Resolution, has been adjourned and will reconvene on Friday 18 June
2010 at 10.00 a.m. (London time) in order that the First
Extraordinary Resolution may be considered and, if thought fit,
passed, at such adjourned meeting (the Adjourned Meeting).

As at the time and date of the Meeting: * Tender Instructions in
respect of E100,839,000 in nominal amount of the Notes had been
received; and * Ineligible Noteholder Instructions in respect of
E220,000 in nominal amount of the Notes had been received,

amounting to E101,059,000 in nominal amount of the Notes, with all
E101,059,000 voting in favour of the First Extraordinary Resolution
and the Second Extraordinary Resolution.

Although sufficient votes were not received prior to the Meeting to
achieve the quorum required for the First Extraordinary Resolution
(being 75% of the nominal amount of Notes outstanding), sufficient
votes were received by the Meeting to achieve the quorum to consider
the Second Resolution (being a clear majority of the nominal amount
of Notes outstanding). The quorum for the Adjourned Meeting to
consider the First Extraordinary Resolution is 25% of the nominal
amount of Notes outstanding.

In conjunction with the adjournment of the Meeting the Company also
announces today the extension of its invitation for Noteholders to
tender their Notes for purchase by the Company for cash (the Offer).
The Offer will now expire on Friday 18 June 2010 at 4.00 p.m. (London
time) (the Expiration Deadline). 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 and the announcement by
the Company dated 29 April 2010. Capitalised terms used but not
otherwise defined in this announcement shall have the meanings given
to them 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.

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

Noteholders should note that all voting instructions, whether
effected through (i) Tender Instructions, (ii) Ineligible Noteholder
Instructions or (iii) otherwise, given in respect of the Meeting held
on 4 June 2010 remain valid for the Adjourned Meeting. Noteholders
who have already voted therefore need take no further action in
respect of the Adjourned Meeting.

Pursuant to the Proposal, Noteholders tendering Notes by 10.00 a.m.
(London time) on 16 June 2010 (the Voting Deadline), including those
tendered prior to the publication of this announcement, will be
deemed to have delivered their consent to the First Extraordinary
Resolution.

The acceptance for repurchase by the Company of particular 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. It
is the intention of the Company that following the Adjourned Meeting,
irrespective of whether the First Extraordinary Resolution is passed,
it will purchase those Notes that have been validly tendered pursuant
to the Offer.

The updated indicative timetable is summarised below:

Event Expected Time/Date
Voting Deadline: 10.00 a.m. (London time) on 16 June 2010

Adjourned Meeting of Noteholders
and, if applicable, execution
of the Supplemental Trust Deed 10.00 a.m. (London time) on 18 June 2010

Expiration Deadline: 4.00 p.m. (London time) on 18 June 2010

Announcement of Results At or around 2.00 p.m. (London time) on 21
June 2010

Expected Settlement Date: 23 June 2010

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

Further Information The Offer and the Proposal are described in full
in the Tender Offer Memorandum, which is available from the Tender
Agent, as supplemented by this announcement. 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
--------------------------------------------------------------------------------

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