EQS-News: Atrium European Real Estate Limited: Intention to hold Reduction of Capital EGM

EQS-News: Atrium European Real Estate Limited / Key word(s): Miscellaneous
Atrium European Real Estate Limited: Intention to hold Reduction of
Capital EGM

17.01.2022 / 11:28
The issuer is solely responsible for the content of this announcement.

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Intention to hold Reduction of Capital EGM

Jersey, 17 January 2022 – Atrium European Real Estate Limited
(VSE/Euronext: ATRS), („Atrium“ or the „Company“) announces today that it
will hold an extraordinary general meeting (the „Reduction of Capital
EGM“) to approve certain ancillary resolutions in connection with the
Merger, including the proposed reduction of the issued share capital of
Atrium to occur at Closing and the payment of the Pro Rata AFFO Dividend,
as detailed in the shareholder circular issued on 23 November 2021
(„Merger Circular“). The Reduction of Capital EGM is to be held at 10.00
a.m. (Jersey time) on Tuesday 1 February 2022 at the offices of Aztec
Financial Services (Jersey) Limited at 11-15 Seaton Place, St Helier,
Jersey, JE4 0QH and via teleconference.

Atrium Shareholders are reminded that as a result of the approval of the
Merger Resolutions at the Merger Extraordinary General Meeting held on 23
December 2021, the holder of the Reduction of Capital Share (being The Law
Debenture Trust Corporation plc) has been irrevocably authorised and
instructed by Atrium Shareholders to vote in favour of the Reduction of
Capital Resolution (as defined below) and has the power to pass the
Reduction of Capital Resolution by voting in favour of it notwithstanding
how any other Atrium Shareholders may vote on such resolution. As
described in the Merger Circular, Gazit and its affiliates have provided
irrevocable undertakings to vote in favour of the Merger and any related
matters. It is therefore expected that the Proposed Resolutions (as
defined below) will be approved notwithstanding how any other Atrium
Shareholders may vote on the resolutions.

At the Reduction of Capital EGM, the Company will seek approval from its
shareholders on the following matters:

(i) the cancellation of the Merger Shares at Closing (as such terms are
defined in the Merger Implementation Agreement) and the reduction of the
amount standing to the credit of the stated capital account maintained for
the ordinary shares of no par value by €305,377,886; and

(ii) the cancellation of the Reduction of Capital Share at Closing (as
such terms are defined in the Merger Implementation Agreement) and the
reduction of the amount standing to the credit of the stated capital
account maintained for the Reduction of Capital Share by €1.00,

(together (i) and (ii) are the „Reduction of Capital“), and that this be
and is generally and unconditionally approved, and the board of directors
of the Company (or a duly authorised committee thereof) (the „Board“) be
and is authorised to take all such action as it may consider necessary or
desirable for the implementation of the Reduction of Capital (including
the filing of the solvency statement and minute of reduction) (the
„Reduction of Capital Resolution“);

(iii) the declaration and payment to each holder of a Merger Share of the
Pro Rata Dividend (as such term is defined in the Merger Implementation
Agreement) in respect of the period from the end of the previous quarter
in respect of which an AFFO Dividend was paid to and including the Closing
Date (the „Relevant Period“), which shall be an amount determined and
recommended by the Board and equal to the AFFO Dividend that was paid in
the quarter immediately preceding the Relevant Period, reduced on a pro
rata basis to reflect the number of days by which the Relevant Period is
shorter than a calendar quarter (the „Pro Rata AFFO Dividend“) be and is
generally and unconditionally approved and the Board be and are authorised
to take all such action as they may consider necessary or desirable for
the settlement of the Cash Consideration Amount, (together the „Proposed
Resolutions“).

A circular providing further details of the Proposed Resolutions and
supporting documentation has been published today and is available on the
Company’s website ([1]www.aere.com).

Save as otherwise defined, capitalised terms used but not defined in this
press announcement shall have the meaning given to them in the Merger
Circular.

Enquiries

FTI Consulting Inc.: +44 (0)20 3727 1000

Andrew Davis/ Richard Sunderland/ Claire Turvey/Ellie Sweeney:
scatrium@fticonsulting.com

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17.01.2022 This Corporate News was distributed by EQS Group AG.
www.eqs.com

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Language: English
Company: Atrium European Real Estate Limited
11-15 Seaton Place
JE4 0QH St. Helier
Jersey Guernsey
ISIN: JE00B3DCF752
WKN: A0X963
Listed: Amsterdam, Vienna Stock Exchange (Official Market)
EQS News ID: 1269520

 
End of News EQS News Service

1269520  17.01.2022 

References

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