EANS-News

Atrium European Real Estate Limited / Update to Recommended Cash Acquisition by Scheme of Arrangement and Go-Shop process - Seite 2

them declined interest and no offers were received.

Therefore, as of 10 September 2019, the Independent Committee of the Board of
Directors of Atrium is able to inform the minority shareholders of Atrium that
no superior offer has been received.

The Independent Committee of the Board of Directors of Atrium therefore
continues to recommend the Gazit Offer to Atrium's minority shareholders on the
basis of:

* The Offer Price represents a premium of 18.3% and 18.0% to both the closing
price of 22 July 2019 (EUR3.17) and the volume-weighted average price for each
Atrium Share for the one-month period ended on that same date (EUR3.18).
* Furthermore, the Offer Price reflects a premium to Atrium's peers[2] [https://
easy.euroadhoc.com/#_ftn2] on 2019 Estimated dividend yield,[3] [https://
easy.euroadhoc.com/#_ftn3] with a c.7.3% 2019 Estimated Offer Price implied
dividend yield vs. peer average of c.8.5%; and
* Additionally, since the announcement of the Acquisition the EPRA Nareit
Developed Europe Retail index has declined by 6.7% as of 9 September 2019 and
3.3% as of 10 September 2019[4] [https://easy.euroadhoc.com/#_ftn4], providing
additional perspective on the attractiveness of the premium (for a minority
equity stake) offered to Atrium's shareholders.


Ahead of the publication of the Scheme Circular in October 2019 and subsequent
shareholder vote, the Independent Committee of the Board of Directors of Atrium
continues to invite minority shareholders wishing to ask additional questions
not covered in the regularly updated FAQ, which is available to view at
www.aere.com [http://www.aere.com/], to engage with them or to provide further
feedback and to do so by using the contact details below.

For more information:

FTI Consulting Inc.: [phone]
Richard Sunderland/Claire Turvey: [e-mail]

UBS AG London Branch (Financial Adviser to Atrium): Sebastiaan van Loon +44
(0)779559010

[1] [https://easy.euroadhoc.com/#_ftnref1] For update see page 2, and background
in footnote 4
[2] [https://easy.euroadhoc.com/#_ftnref2] Atrium peer group includes Unibail-
Rodamco-Westfield, Klépierre, NEPI Rockcastle, Deutsche EuroShop,
Eurocommercial, Citycon, Wereldhave, Mercialys, EPP, Hammerson
[3] [https://easy.euroadhoc.com/#_ftnref3] Calculation based on broker consensus
[4] [https://easy.euroadhoc.com/#_ftnref4] The original press release referred
to a decline of 6.7%, which is the decline based on the period ending on 9
September 2019 after closing of the markets. As all other metrics in this press