EANS-Adhoc: Atrium European Real Estate Limited / Amendment to Reduce the Purchase Price for 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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08.08.2011

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, 8 August 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. On 7
June 2011 the Company announced an amendment to the Purchase Price
payable for Notes tendered in the Offer. The Company now announces a
further reduction in the Purchase Price payable for any Notes
tendered after the Periodic Expiration Deadline (as defined below)
falling on 19 August 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 announcements
dated 16 May 2011 and 7 June 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 19
August 2011 E1,005 for each E1,000 in nominal amount

Purchase Price for Notes tendered after 5.00 p.m. (Vienna time) on 19
August 2011 E1,000 for each E1,000 in nominal amount

* E10,933,000 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 after the Periodic Expiration Deadline falling at
5.00 p.m. (Vienna time) on August 2011 (the Current Purchase Price
Tender Deadline), the relevant Noteholder will be entitled to receive
a purchase price of E1,000 for each E1,000 in nominal amount for the
Notes accepted for purchase pursuant to the Offer (the New Purchase
Price). Where a valid Tender Instruction is received by the Tender
Agent by the Current Purchase Price Tender Deadline, 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 Current Purchase Price), as announced by
the Company on 7 June 2011. Accordingly, in order to be eligible to
receive the Current Purchase Price, Noteholders must validly tender
their Notes 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 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.

Further inquiry note:
Financial Dynamics, London
Richard Sunderland / Laurence Jones
Phone: +44 (0)20 7831 3113
mailto:richard.sunderland@fd.com

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