EANS-Adhoc: Atrium European Real Estate Limited / Update on 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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07.06.2011

Amendment to Reduce the Purchase Price for 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, 7 June 2011: On 13
April 2011, Atrium European Real Estate Limited (the Company)
announced 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). On 16 May 2011 the Company announced
an extension of the Offer. The Company now announces a reduction in
the Purchase Price payable for any Notes tendered after the Periodic
Expiration Deadline (as defined below) falling on 17 June 2011 and
accepted for purchase by the Company, 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 the Company's announcement
dated 16 May 2011 and 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.

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 for Notes tendered by 5.00 p.m. (Vienna time) on 17
June 2011: E1,010 for each E1,000 in nominal amount

Purchase Price for Notes tendered after 5.00 p.m. (Vienna time) on 17
June 2011: E1,005 for each E1,000 in nominal amount

* E9,833,000 in aggregate nominal amount of the Notes is currently
held by the Company.

As announced by the Company on 16 May 2011, 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).

The Company now announces that it has decided to amend the terms of
the Offer such that where a valid Tender Instruction is received by
the Tender Agent (a) by the Periodic Expiration Deadline falling in
June 2011, the relevant Noteholder will be entitled to receive a
purchase price of E1,010 for each E1,000 in nominal amount for the
Notes accepted for purchase pursuant to the Offer (the Current
Purchase Price), or (b) after the Periodic Expiration Deadline
falling in June 2011, the relevant Noteholder will be entitled to
receive a purchase price of E1,005 for each E1,000 in nominal amount
for the Notes accepted for purchase pursuant to the Offer (the New
Purchase Price). As 19 June 2011 is not a Business Day, the next
Periodic Expiration Deadline will fall on 17 June 2011. Accordingly,
in order to be eligible to receive the Current Purchase Price,
Noteholders must validly tender their Notes by 5.00 p.m. (Vienna
time) on 17 June 2011, by delivering, or arranging to have delivered
on their behalf, a valid Tender Instruction that is received by the
Tender Agent by the Current Purchase Price Tender Deadline. In order
to be eligible to receive the New Purchase Price, Noteholders must
validly tender their Notes after the Current Purchase Price Tender
Deadline but 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 after the Current
Purchase Price Tender Deadline but by the Final Expiration Deadline.

For the purposes of the Offer, as extended, references in the Tender
Offer Memorandum to (i) "the Expiration Deadline", (ii) "the
Settlement Date" and (iii) "the Purchase Price" shall be deemed to be
replaced by references to (i) "the relevant Periodic Expiration
Deadline" or "the Final Expiration Deadline", (ii) "the relevant
Periodic Settlement Date" or "the Final Settlement Date" or (iii)
"the Current Purchase Price" or "the New Purchase Price", 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