Form 8 (OPD) - Atlas Estates Ltd
29 Abril 2010 - 7:54AM
UK Regulatory
TIDMATLS
RNS Number : 0404L
Fragiolig Holdings Ltd
29 April 2010
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
+-----------------+---------------+
| (a) | FRAGIOLIG |
| Identity | HOLDINGS |
| of the | LIMITED |
| party to | ("FRAGIOLIG") |
| the | |
| offer | |
| making | |
| the | |
| disclosure: | |
+-----------------+---------------+
| (b) | |
| Owner | |
| or | |
| controller | |
| of | |
| interests | |
| and short | |
| positions | |
| disclosed, | |
| if | |
| different | |
| from 1(a): | |
| The | |
| naming of | |
| nominee or | |
| vehicle | |
| companies | |
| is | |
| insufficient | |
+-----------------+---------------+
| (c) | ATLAS |
| Name | ESTATES |
| of | LIMITED |
| offeror/offeree | ("ATLAS") |
| in relation to | |
| whose relevant | |
| securities this | |
| form relates: | |
| Use a | |
| separate form | |
| for each party | |
| to the offer | |
+-----------------+---------------+
| (d) Is | OFFEROR |
| the | |
| party | |
| to the | |
| offer | |
| making | |
| the | |
| disclosure | |
| the | |
| offeror or | |
| the | |
| offeree? | |
+-----------------+---------------+
| (e) | 28 |
| Date | APRIL |
| position | 2010 |
| held: | |
+-----------------+---------------+
| (f) | NO |
| Has | |
| the | If |
| party | YES, |
| previously | specify |
| disclosed, | which: |
| or is it | |
| today | |
| disclosing, | |
| under the | |
| Code in | |
| respect of | |
| any other | |
| party to | |
| this offer? | |
+-----------------+---------------+
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates
+----------------+-----------+--------+------------+--------+
| Class | |
| of | |
| relevant | |
| security: | |
| | |
+----------------+------------------------------------------+
| | Interests | Short positions |
| | | |
+ +--------------------+---------------------+
| | Number | % | Number | % |
+----------------+-----------+--------+------------+--------+
| (1) |3,325,346 | 7.10 | 0 | 0 |
| Relevant | | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+----------------+-----------+--------+------------+--------+
| (2) | 0 | 0 | 0 | 0 |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+-----------+--------+------------+--------+
| (3) | 0 | 0 |3,325,346* | 7.10 |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+----------------+-----------+--------+------------+--------+
| |3,325,346 | 7.10 | 3,325,346 | 7.10 |
| | | | | |
| TOTAL: | | | | |
+----------------+-----------+--------+------------+--------+
* See detailed disclosure in Supplemental Form 8 (Open Positions) below
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or
sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
+--------------+--------+
| Class | N/A |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | N/A |
| including | |
| nature of | |
| the | |
| rights | |
| concerned | |
| and | |
| relevant | |
| percentages: | |
+--------------+--------+
If there are positions or rights to subscribe to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 2(a)
or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
+---------------+
| Details |
| of any |
| irrevocable |
| commitments |
| or letters |
| of intent |
| procured by |
| the party |
| to the |
| offer |
| making the |
| disclosure |
| or any |
| person |
| acting in |
| concert |
| with it |
| (see Note 3 |
| on Rule |
| 2.11 of the |
| Code): |
+---------------+
| Fragiolig |
| has |
| received |
| an |
| irrevocable |
| undertaking |
| from |
| Capital |
| Venture |
| Worldwide |
| Group |
| Limited to |
| accept the |
| offer in |
| respect of |
| 3,100,199 |
| ordinary |
| shares of |
| EUR0.01 in |
| Atlas, |
| representing |
| approximately |
| 6.62 per |
| cent. of the |
| issued share |
| capital of |
| Atlas. This |
| undertaking |
| will remain |
| binding in |
| the event of |
| a higher |
| competing |
| offer for |
| Atlas. |
+---------------+
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER
MAKING THE DISCLOSURE
+--------------------------------------------------+
| Details |
| of any |
| interests, |
| short |
| positions |
| and rights |
| to |
| subscribe |
| of any |
| person |
| acting in |
| concert |
| with the |
| party to |
| the offer |
| making the |
| disclosure: |
+--------------------------------------------------+
| |
| Entity |
| Number |
| of |
| ordinary |
| Percentage |
| of |
| shares of |
| EUR0.01 each |
| issued |
| Atlas |
| in Atlas |
| owned |
| Shares |
| |
| ("Atlas |
| Shares") |
| |
| Atlas |
| International |
| Holdings |
| Limited |
| 6,461,425 13.79 |
| |
| Mishaela Shulman |
| 54,6600.12 |
| |
| RP Explorer Master Fund |
| 728,5591.56 |
| |
| RP Partners Fund |
| 4,832,01710.31 |
| |
| RP Capital Group employees |
| 11,071 0.02 |
| |
| Total |
| 12,087,732 25.80 |
| |
| |
+--------------------------------------------------+
| |
| Entity Number of Atlas Shares |
| to be issued on |
| exercise of warrants |
| in Atlas (exercisable |
| at a price of GBP3.41 |
| per Atlas Share) |
| |
| |
| |
+--------------------------------------------------+
| |
+--------------------------------------------------+
If there are positions or rights to subscribe to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 3 for
each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or
sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
+-----------------+
| Details |
| of any |
| indemnity |
| or option |
| arrangement, |
| or any |
| agreement or |
| understanding, |
| formal or |
| informal, |
| relating to |
| relevant |
| securities |
| which may be |
| an inducement |
| to deal or |
| refrain from |
| dealing |
| entered into |
| by the party |
| to the offer |
| making the |
| disclosure or |
| any person |
| acting in |
| concert with |
| it: |
| If there are |
| no such |
| agreements, |
| arrangements |
| or |
| understandings, |
| state "none" |
+-----------------+
| |
| None |
| |
+-----------------+
(b) Agreements, arrangements or understandings relating to options or
derivatives
+-----------------+
| Details |
| of any |
| agreement, |
| arrangement |
| or |
| understanding, |
| formal or |
| informal, |
| between the |
| party to the |
| offer making |
| the |
| disclosure, or |
| any person |
| acting in |
| concert with |
| it, and any |
| other person |
| relating to: |
| (i) the |
| voting rights |
| of any |
| relevant |
| securities |
| under any |
| option; or |
| (ii) the |
| voting rights |
| or future |
| acquisition or |
| disposal of |
| any relevant |
| securities to |
| which any |
| derivative is |
| referenced: |
| If there are |
| no such |
| agreements, |
| arrangements |
| or |
| understandings, |
| state "none" |
+-----------------+
| |
| None |
| |
+-----------------+
(c) Attachments
Are any Supplemental Forms attached?
+--------------+--------+
| Supplemental | YES |
| Form 8 (Open | |
| Positions) | |
+--------------+--------+
| Supplemental | NO |
| Form 8 (SBL) | |
+--------------+--------+
+-------------+---------------+
| Date | 29 |
| of | April |
| disclosure: | 2010 |
+-------------+---------------+
| Contact | Philip |
| name: | Schajer |
+-------------+---------------+
| Telephone | 0203 008 6870 |
| number: | |
+-------------+---------------+
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available
for consultation in relation to the Code's dealing disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL
ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
+-----------------+-----------+
| Identity | CAPITAL |
| of | VENTURE |
| person | WORLDWIDE |
| whose | GROUP |
| open | LIMITED |
| positions | ("CVW") |
| are being | |
| disclosed: | |
+-----------------+-----------+
| Name | ATLAS |
| of | ESTATES |
| offeror/offeree | LIMITED |
| in relation to | ("ATLAS") |
| whose relevant | |
| securities the | |
| disclosure | |
| relates: | |
+-----------------+-----------+
2. OPTIONS AND DERIVATIVES
+----------+-------------+-----------+------------+----------+-----------+--------+
| Class | Product | Written | Number |Exercise | Type |Expiry |
| of |description | or | of | price | e.g. | date |
|relevant | e.g. call |purchased |securities |per unit |American, | |
|security | option | | to which | | European | |
| | | | option or | | etc. | |
| | | |derivative | | | |
| | | | relates | | | |
+----------+-------------+-----------+------------+----------+-----------+--------+
| Ordinary | Call | N/A | 3,325,346 | GBP0.90 | N/A | N/A |
| | Option* | | | | | |
+----------+-------------+-----------+------------+----------+-----------+--------+
*See paragraph 3 below for details
3. AGREEMENTS TO PURCHASE OR SELL ETC.
+--------------------------------------------------------------+
| Full details should be given so that the nature of the |
| interest or position can be fully understood: |
+--------------------------------------------------------------+
| |
| Fragiolig has granted to CVW an option to purchase 3,325,346 |
| ordinary shares of EUR0.01 each in Atlas at a price of GBP0.90 |
| per share from Fragiolig during a period of 15 calendar days |
| commencing two business days after the date the offer lapses |
| or is withdrawn. CVW are not entitled to exercise this |
| option if the offer becomes or is declared unconditional in |
| all respects |
| |
| |
+--------------------------------------------------------------+
It is not necessary to provide details on a Supplemental Form (Open Positions)
with regard to contracts for differences ("CFDs") or spread bets.
The currency of all prices and other monetary amounts should be stated.
The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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