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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13.04.2011

Tender Offer by Atrium European Real Estate Limited for any and all
of the E35,000,000 6.8 per cent. Bonds due 21 December 2011 of
Manhattan Development s.r.o. NOT FOR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH
DISTRIBUTION IS UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW)

Jersey, 13 April 2011: Atrium European Real Estate Limited (the
Company) announced today an invitation to holders of the outstanding
E35,000,000 6.8 per cent. Bonds due 21 December 2011 (ISIN:
AT0000330964) (the Notes) of Manhattan Development s.r.o. (the Issuer
(an indirect wholly-owned subsidiary of the Company)) 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 and defined
terms contained in the tender offer memorandum dated 13 April 2011
(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 intended to allow the Company to continue its strategy
of acquiring its debt in order to achieve immediate interest cost
savings and, where appropriate, to source financing opportunities on
more appropriate terms. The Company will pay E1,010 (the Purchase
Price) for each E1,000 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.

Description of the Notes: E35,000,000 6.8 per cent. Bonds due 2011 of
Manhattan Development s.r.o.

ISIN:
AT0000330964

Outstanding nominal amount:
E35,000,000*

Amount subject to the Offer:
Any and all

Purchase Price:
E1,010 for each E1,000 in nominal amount

* E1,500,000 in aggregate nominal amount of the Notes is currently
held by the Company.

The Offer begins on 13 April 2011 and expires at 5.00 p.m. (Vienna
time) on 13 May 2011 (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 participate in the Offer
should refer to the Tender Offer Memorandum for the procedures which
must be followed in order to do so. 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: 13 April 2011
Expiration Deadline: 5.00 p.m. (Vienna time) on 13 May 2011
Announcement
of Acceptance and Results: At or around 5.00 p.m. (Vienna time) on 16 May
2011
Settlement Date: 17 May 2011

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 the Offer at any time.

Further Information The Offer is 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 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. Italy. None of the Offer, this
announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offer have been submitted to the clearance
procedures of the Commissione Nazionale per le Società e la Borsa
(CONSOB) pursuant to Italian laws and regulations. The 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 may tender Notes in the Offer 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
September 1, 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 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. Czech Republic. The
communication of this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Offer is not being
made to, and this announcement, the Tender Offer Memorandum and any
such other documents or materials must not be passed on to, the
general public in the Czech Republic. The communication of this
announcement, the Tender Offer Memorandum and any such other
documents or materials may only be made to (i) persons who are
outside of the Czech Republic; and/or (ii) professional clients
(profesionální zákazník) within the meaning of Sec. 2a or 2b of the
Act No. 256/2004 Coll., on Business Activities on the Capital Market
(zákon o podnikání na kapitálovém trhu). Any person in the Czech
Republic who is not a professional client is not eligible to
participate in the Offer. 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 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 Offer may be
circulated in 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 Continuous
Börsen: Wien / official market