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Home  /  Forum  /  Atrium European Real Estate  /  Wordt Atrium overgenomen door Gazit GAIA...?

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Atrium European Real Estate« Terug naar discussie overzicht

Wordt Atrium overgenomen door Gazit GAIA...?

55 Posts
Pagina: «« 1 2 3 | Laatste | Omlaag ↓
  6. forum rang 10 DeZwarteRidder 30 november 2021 16:59
    Atrium’s Independent Committee and Gazit Globe announce proposed merger
    for €3.63 per Atrium share in cash, subject to Atrium shareholder approval
    Jersey, 18 October 2021 – The Independent Committee of the Board of Directors (the “Independent
    Committee”) of Atrium European Real Estate Limited (VSE/Euronext: ATRS), (“Atrium” or the
    “Company”) and the board of directors of Gazit Hercules 2020 Limited (“Newco”), which is an indirect
    wholly-owned subsidiary of Gazit-Globe Ltd (“Gazit”) are pleased to announce that they have signed a
    definitive merger agreement for a recommended cash acquisition (the “Acquisition”) of the entire issued
    and to be issued ordinary share capital of Atrium that is not already owned directly or indirectly by Gazit
    or its affiliates for cash at a price of €3.63 per Atrium share (the “Offer Price”), including a payment in
    the amount of €3.03 per share in cash paid by Gazit (the “Cash Offer Price”) and €0.60 per share by
    way of a cash dividend paid by the Company (the “Special Dividend”).
    In addition to the increase of the Offer Price, the Independent Committee has also negotiated that Atrium
    shareholders are entitled to receive the pro-rata funds from operations less maintenance capital
    expenditure generated between the date of the last dividend payment and completion of the Acquisition
    (the “AFFO”). Shareholders will receive both the Offer Price and the AFFO.
    The Acquisition is to be implemented by means of a statutory merger between the Company and Newco
    under Part 18B of the Companies (Jersey) Law 1991, as amended (the “Merger”).
    The Offer Price reflects an increase of €0.28 per share or 8.4% compared to the initial proposal of Gazit
    of €3.35 per share submitted on 2 August 2021 (the “Initial Proposal”) as well as the inclusion of
    additional dividends payable up to closing, reflective of AFFO. The Offer Price also implies a 23.9%
    premium to the unaffected share price as of 30 July 2021 (€2.93 per share), a 22.3% premium to the 30-
    day volume weighted average price (VWAP) to 30 July 2021 (€2.97 per share) and a 23.9% premium to
    the 90-day VWAP to 30 July 2021 (€2.93 per share), being the last trading day prior to announcement of
    the Initial Proposal.
    “The Offer Price represents an attractive opportunity for Atrium’s minority shareholders to monetize their
    holdings in the Company at a significant premium to the unaffected share price,” says Neil Flanzraich,
    Chairman of the Independent Committee. “Today’s agreement is the result of weeks of intense
    negotiations with Gazit, during which the Independent Committee negotiated three increases from Gazit’s
    Initial Proposal and is subject to, among other things, approval by the majority of the voting rights
    exercised by Atrium’s minority shareholders that vote at the EGM. The Independent Committee, having
    received an opinion from its financial advisor that the financial terms of the offer are fair to Atrium’s
    minority shareholders, believes that the Acquisition is in the best interests of Atrium’s minority
    shareholders and unanimously recommends that the minority shareholders of Atrium vote in favour of
    the Acquisition.”
    “Atrium has a high-quality portfolio of properties, predominantly in Poland and the Czech Republic, with
    the majority of its portfolio value located in the capital cities of Warsaw and Prague and will further
    advance Gazit’s strategy to become a dominant player in high-density and high-barriers to entry urban
    markets. Atrium’s outstanding team of professionals will undoubtedly contribute to the Company’s

    - 02 -
    success going forward. Gazit has been a supportive investor in the Company for over a decade and will
    continue to support the Company’s strategy of expanding in the residential for rent sector in major urban
    markets. Gazit’s strong available liquidity and access to capital will allow Atrium to take advantage of new
    investment opportunities in its core markets. With a portfolio of approximately €2.5 billion of real estate
    properties owned by Atrium, this transaction will advance Gazit’s strategy to becoming a fully-integrated
    real estate operating company and increasing Gazit’s privately held real estate portfolio. Upon completion
    of the transaction, approximately 85% of Gazit’s assets, on an expanded-solo basis, will be privately held
    real estate” said Chaim Katzman, Founder and Chief Executive Officer of Gazit Globe Ltd.
    Protection for minority shareholders
    In the negotiation of the Merger, the Independent Committee conducted an arm’s length process to
    safeguard the interests and the rights of the Company’s minority shareholders, resulting in an agreement
    which includes a number of provisions to protect the interests of minority Atrium shareholders.
    Among these, the Independent Committee ensured that the views of the minority shareholders will be
    given appropriate weight by negotiating with Gazit that the Acquisition shall be conditional upon the
    approval of a majority of the voting rights exercised by Atrium shareholders that vote at the EGM (as
    defined below) excluding Gazit and its affiliates (that is, a majority of the votes of the Company’s minority
    shareholders that vote at the EGM must be cast in favour of the Merger).
    In the event the Independent Committee receives a proposal from a third party which the Independent
    Committee determines, acting reasonably and in good faith, to be more beneficial to the Company and
    its shareholders (a “Superior Proposal”), the Independent Committee has discretion to withdraw its
    recommendation of the Acquisition in favour of the Superior Proposal. If this takes place, Gazit has
    confirmed to the Independent Committee that it will duly consider any Superior Proposal in good faith.
    Since the announcement of the Initial Proposal, the Independent Committee has not received any third-
    party proposals.
    Special dividend
    The Offer Price is to be paid in cash. Prior to the effective date of the Merger, the Company expects to
    pay the Special Dividend to all holders of Atrium shares on the Special Dividend Record Date of €0.60
    per Atrium Share in connection with the Merger, provided the Merger has been approved by Atrium
    shareholders at the EGM (as defined below). The Offer Price payable by Newco will be reduced by such
    Special Dividend.
  12. Troef 1 februari 2022 15:44
    quote:

    Profitmaker schreef op 31 januari 2022 16:19:

    Door de mand vallern is geen sprake van knul. Was niet op de hoogte van dividend vandaag,
    Net even wat opgepikt. Zal wel weer snel profit opleveren :-)
    Zelf zie ik dit als een beginnersfout. Heb in het verleden mij bij een fonds ook wel eens op verkeken.
    Ieder mens maakt in begin wel eens een foutje. Toch?
    Zie het als een leermoment.
  14. schakelaar 4 februari 2022 12:41
    quote:

    schakelaar schreef op 4 februari 2022 12:39:

    Ik zag vandaag in mijn account een 2e kaptiaaluitkering, De eerste is betaalbaar op 04-02-2022 (vandaag dus) die 2e op 08-02-2022. Ik kan daar echter nergens info over vinden en ik zie ook geen "ex-dividend" in de koers. Heb ik iets gemist ?
    Tuurlijk. 10 seconden nadat je op "versturen" drukt heb je gevonden wat het is. Q4 2021 dividend.
  15. forum rang 10 DeZwarteRidder 4 februari 2022 12:56
    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 Votes No. of Votes % of Votes No. of Votes No. of 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 Exchanges From, and including, 15 February 2022
    Ex-dividend date for the Pro Rata AFFO Dividend 17 February 2022
    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 of the Merger and Reduction of Capital 18 February 2022
    Settlement of the consideration payable under the Merger 18 February 2022
    Payment date for Pro Rata AFFO Dividend 23 February 2022
    De-listing of Atrium Shares in Amsterdam and Vienna As soon as practicable after Closing
    Longstop Date 17 April 2022


    Save as otherwise defined, capitalised terms used but not defined in this announcement
55 Posts
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