EANS-Adhoc: Atrium European Real Estate Limited / Extension of 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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16.05.2011

Extension of Tender Offer by Atrium European Real Estate Limited for
any and all of the EUR35,000,000 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, 16 May 2011: On 13 April 2011, Atrium European Real Estate
Limited (the Company) announced an invitation to holders of the
outstanding EUR35,000,000 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 Company now announces an extension of the Offer, as
described below. 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, as amended by the terms of this
announcement, 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 EUR1,010 (the Purchase Price) for each
EUR1,000 in nominal amount of the Notes accepted by it for purchase
pursuant to the Offer (subject to the right of the Company to amend
the Offer, including in respect of the Purchase Price, as fully
described in the Tender Offer Memorandum). The Company will
also pay accrued interest on such Notes.

|Description of the |ISIN |Outstanding |Amount |Purchase Price |
|Notes | |nominal amount|subject to | |
| | | |the Offer | |
|E35,000,000 6.8 per|AT0000330964|E35,000,000* |Any and all |E1,010 for each|
|cent. Bonds due | | | |E1,000 in |
|2011 of Manhattan | | | |nominal amount |
|Development s.r.o. | | | | |

* EUR1,500,000 in aggregate nominal amount of the Notes is currently
held by the Company.

The Company has decided to extend the Offer so that, subject to the
right of the Company to terminate the Offer as set out below,
where a valid Tender Instruction (as defined in the Tender Offer
Memorandum) is received by the Tender Agent by 5.00 p.m. (Vienna
time) on the 19th day of any of June, July, August, September,
October or November 2011 (or, if any such day is not a
Business Day, on the immediately preceding Business Day) (each such
time and date, a Periodic Expiration Deadline), the relevant Notes
will be accepted for purchase pursuant to the Offer and settlement
of the purchase of such Notes will take place on the second
Business Day following the relevant Periodic Expiration Deadline
(each such date an Periodic Settlement Date).

The final deadline by which valid Tender Instructions are to be
received by the Tender Agent in order for the relevant Noteholder to
be eligible to participate in the Offer will be 5.00 p.m. (Vienna
time) on (a) the Periodic Expiration Deadline falling on 18
November 2011; or (b) such earlier date (if any) as the Company may
announce to Noteholders (the announcement of any such earlier date
to be made not less than 15 clear days in advance of such date),
(such time and date, the Final Expiration Deadline). Where the Final
Expiration Deadline does not fall on a Periodic Expiration
Deadline, settlement of the purchase of any Notes which are
validly tendered in the Offer during the period between (i) the
Periodic Expiration Deadline immediately preceding the Final
Expiration Deadline and (ii) the Final Expiration Deadline and
which are accepted for purchase by the Company will take place on
the second Business Day following the Final Expiration Deadline
(the Final Settlement Date).

In order to be eligible to receive the Purchase Price, Noteholders
must validly tender their Notes by the Final Expiration
Deadline, by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction that is received by the Tender
Agent by the Final Expiration Deadline.

As at 5.00 p.m. (Vienna time) on 13 May 2011, EUR8,333,000 in
aggregate nominal amount of Notes had been validly tendered for
purchase pursuant to the Offer, and the Company has decided to
accept such Notes for purchase. Settlement of the purchase of such
Notes will take place on 17 May 2011.

For the purposes of the Offer, as so extended, references in the
Tender Offer Memorandum to "the Expiration Deadline" and "the
Settlement Date" shall be deemed to be replaced by references
to "the relevant Periodic Expiration Deadline" or "the Final
Expiration Deadline", and "the relevant Periodic Settlement
Date" or "the Final Settlement Date", each as applicable.

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 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, further 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, as amended by the terms of this announcement.
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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issuer: Atrium European Real Estate Limited
Seaton Place 11-15
UK-JE4 0QH St Helier Jersey / Channel Islands
phone: +44 (0)20 7831 3113
mail: Richard.sunderland@fd.com
WWW: http://www.aere.com
sector: Real Estate
ISIN: JE00B3DCF752
indexes: Standard Market Continuous
stockmarkets: official market: Wien
language: English

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