EQS-Adhoc: Atrium European Real Estate Limited: Atrium announces the dividend dates for the Q4 2021 AFFO Dividend and the Pro Rata AFFO Dividend and EGM results

EQS-Ad-hoc: Atrium European Real Estate Limited / Key word(s):
Dividend/AGM/EGM
Atrium European Real Estate Limited: Atrium announces the dividend dates
for the Q4 2021 AFFO Dividend and the Pro Rata AFFO Dividend and EGM
results

01-Feb-2022 / 12:06 GMT/BST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by EQS – a service of EQS Group
AG.
The issuer is solely responsible for the content of this announcement.

————————————————————————–

Atrium announces the dividend dates for the Q4 2021 AFFO Dividend and the
Pro Rata AFFO Dividend

Results of the Extraordinary General Meeting held on 1 February 2022

Ad-hoc announcement – Jersey, 1 February 2022 – Atrium European Real
Estate Limited (VSE/ Euronext: ATRS) (the „Company“ or „Atrium“) announces
today the dividend dates for the Q4 2021 AFFO Dividend and the Pro Rata
AFFO Dividend (for the period starting 1 January 2022 until the Closing of
the Merger). The Board of Directors of the Company has determined the
amount to be distributed (as a capital repayment) will be € 0.036 per
Atrium Share for the Q4 2021 AFFO Dividend and € 0.019 per Atrium Share
for the Pro Rata AFFO Dividend.

The relevant Q4 2021 AFFO Dividend and the Pro Rata AFFO Dividend
distribution timetable is set out below:

Event Date
Q4 2021 AFFO Dividend
Ex-dividend date 4 February 2022
Dividend record date 7 February 2022
Dividend payment date 8 February 2022
Pro Rata AFFO Dividend
Ex-dividend date 17 February 2022
Dividend record date 18 February 2022
Dividend payment date 23 February 2022

 

In addition to the Q4 2021 AFFO and the Pro Rata AFFO Dividends, the
Special Dividend in an amount of € 0.60 detailed in the shareholder
circular issued on 23 November 2021 („Merger Circular“) will be paid on 4
February 2022.

Results of Reduction of Capital EGM
On 17 January 2022, Atrium published a shareholder circular and notice of
extraordinary general meeting of the Company to consider the Proposed
Resolutions („Reduction of Capital Circular“). Atrium is pleased to
announce that, at the Reduction of Capital EGM held today:

– the requisite majority of Atrium Shareholders voted in favour of the
following special resolution, meaning it was passed as a special
resolution under Jersey law:

THAT, pursuant to Article 61 of the Companies (Jersey) Law 1991, the share
capital of the Company be reduced by:

(a) the cancellation of the Merger Shares at Closing (as such terms are
defined in the Merger Implementation Agreement between the Company and
Gazit Hercules 2020 Limited dated 17 October 2021 (as amended by the
Amendment Letter on 22 November 2021) (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

(b) 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
(a) and (b) 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 are authorised to take all such action as they may
consider necessary or desirable for the implementation of the Reduction of
Capital (including the filing of the solvency statements and minute of
reduction) („Resolution 1“);

– the requisite majority of Atrium Shareholders voted in favour of the
following ordinary resolution, meaning it was passed as an ordinary
resolution under Jersey law:

THAT the declaration and payment to each holder of a Merger Share of the
Pro Rata AFFO Dividend (as defined below) in respect of the period from
the end of the previous quarter in respect of which an AFFO Dividend (as
defined in the shareholder circular published by the Company on 23
November 2021) (the „Merger Circular“)) 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 (as defined in the Merger
Circular) („Resolution 2“).

Voting results
The table below sets out the results of the poll at the Reduction of
Capital EGM. Each Atrium Shareholder, present in person or by proxy, was
entitled to one vote per Atrium Share held at the Voting Record Time.

  FOR AGAINST TOTAL WITHHELD*
Resolution No. of Votes % of No. of % of No. of No. of Votes
Votes Votes Votes Votes
Resolution 1 320,473,332 100% 0 0% 0 0
Resolution 2 320,473,331 100% 0 0% 0 0

 

*A vote withheld is not a vote in law and, accordingly, is not counted in
the calculation of the proportion of votes „For“ nor „Against“ the
Resolution. Where relevant, all figures have been rounded to two decimal
places.

Timetable to Closing

The expected timetable of principal events for the implementation of the
Merger remains as previously announced by the Company and set out below
(including dividends referred to in this announcement):

Event Time and/or date
Special Dividend Payment Date 4 February 2022
Ex-dividend date for Q4 2021 AFFO Dividend 4 February 2022
Record date for Q4 2021 AFFO Dividend 7 February 2022
Payment date for Q4 2021 AFFO Dividend 8 February 2022
Last day of trading in Atrium Shares 14 February 2022
Suspension of trading in Atrium Shares on the From, and including, 15
Exchanges February 2022
Ex-dividend date for the Pro Rata AFFO 17 February 2022
Dividend
Merger Record Time 6.00 p.m. (GMT) on 17
February 2022
Record date for the Pro Rata AFFO Dividend 18 February 2022
Expected date of completion and effectiveness 18 February 2022
of the Merger and Reduction of Capital
Settlement of the consideration payable under 18 February 2022
the Merger
Payment date for Pro Rata AFFO Dividend 23 February 2022
De-listing of Atrium Shares in Amsterdam and As soon as practicable after
Vienna Closing
Longstop Date 17 April 2022

 

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

Delisting

Following consultation with Euronext Amsterdam, Atrium’s delisting from
the Amsterdam Stock Exchange will take place as soon as practicable after
Closing. In addition, after the completion and effectiveness of the
Merger, Atrium will no longer fulfil the mandatory listing requirements of
the Vienna Stock Exchange and, as a result, the Vienna Stock Exchange will
arrange for the delisting of Atrium Shares. As Closing will occur on 18
February 2022, delisting from both exchanges is expected to take place on
18 February 2022. Trading in Atrium Shares on the exchanges will be
suspended three trading days prior to completion of the Merger to allow
the usual T+2 settlement cycle.

Further information can be found on the Company’s website www.aere.com or
for analysts:
Molly Katz: mkatz@aere.com

Press & shareholders:
FTI Consulting Inc.: +44 (0)20 3727 1000
Richard Sunderland/Claire Turvey/Ellie Sweeney/Andrew Davis:
scatrium@fticonsulting.com

About Atrium European Real Estate
Atrium is a leading owner, operator and redeveloper of shopping centres
and residential for rent apartments in Central Europe. Atrium specializes
in locally dominant food, fashion and entertainment shopping centres in
the best urban locations. Atrium owns 26 properties with a total gross
leasable area of over 809,000 sqm and with a total market value of
approximately €2.5 billion. These properties are located in Poland, the
Czech Republic, Slovakia and Russia, and with the exception of one, are
all managed by Atrium’s internal team of retail real estate professionals.
In February 2020 Atrium announced a strategy to diversify its portfolio by
investing in and managing residential for rent real estate, with a primary
focus on Warsaw.

The Company is established as a closed-end investment company incorporated
and domiciled in Jersey and regulated by the Jersey Financial Services
Commission as a certified Jersey listed fund, and is listed on both the
Vienna Stock Exchange and the Euronext Amsterdam Stock Exchange.
Appropriate professional advice should be sought in the case of any
uncertainty as to the scope of the regulatory requirements that apply by
reason of the above regulation and listings. All investments are subject
to risk. Past performance is no guarantee of future returns. The value of
investments may fluctuate. Results achieved in the past are no guarantee
of future results.

————————————————————————–

01-Feb-2022 GMT/BST News transmitted by EQS Group AG. www.eqs.com

————————————————————————–

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: 1275288

 
End of Announcement EQS News Service

1275288  01-Feb-2022 GMT/BST

References

Visible links

OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS. www.ots.at
© Copyright APA-OTS Originaltext-Service GmbH und der jeweilige Aussender