Offer Declared Wholly Unconditional
12 Maio 2010 - 3:50AM
UK Regulatory
TIDMATLS
RNS Number : 7613L
Fragiolig Holdings Ltd
12 May 2010
FOR IMMEDIATE RELEASE
12 May 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR
INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN
CASH OFFER
BY
FRAGIOLIG HOLDINGS LIMITED
("FRAGIOLIG")
FOR
ATLAS ESTATES LIMITED
("ATLAS")
Offer Declared Wholly Unconditional
Summary
· Fragiolig announces that its Offer has become unconditional as to
acceptances and is therefore unconditional in all respects
· The Offer will remain open for acceptance until 21 June 2010
1. Acceptances received
Fragiolig announces that, as at 4.30 p.m. (London time) on 11 May 2010, valid
acceptances had been received in respect of a total of 10,828,132 Atlas Shares,
representing approximately 23.1 per cent. of the issued share capital of Atlas.
None of these acceptances were received from persons acting in concert with
Fragiolig.
As at 4.30 p.m. (London time) on 11 May 2010, Fragiolig, together with persons
acting in concert with it, owned 15,413,078 Atlas Shares, representing
approximately 32.9 per cent. of the issued share capital of Atlas.
Therefore, in combination with the Atlas Shares already owned by Fragiolig and
parties acting in concert with it, Fragiolig, together with parties acting in
concert with it, now owns, or has received acceptances in respect of, in
aggregate, 26,241,210 Atlas Shares, representing approximately 56.0 per cent. of
the issued share capital of Atlas, all of which count towards satisfaction of
the Acceptance Condition.
In addition, as announced on 16 April 2010, Fragiolig has received an
irrevocable undertaking to accept the Offer in respect of a further 3,100,199
Atlas Shares, representing approximately 6.6 per cent. of the issued share
capital of Atlas. This irrevocable undertaking remains outstanding.
The Offer has now become unconditional as to acceptances and, as there are no
other conditions to the Offer, the Offer has become wholly unconditional. The
Offer remains open for acceptance until the next closing date which is extended
from 3.00 p.m. (London time) on 7 June 2010 to 3.00 p.m. (London time) on 21
June 2010.
2. Interests in Atlas
As at 4.30 p.m. on 11 May 2010, the interests in Atlas Shares of Fragiolig and
persons acting in concert with it were as follows:
+----------------------------+----------------+-------------+
| Entity | Number of | Percentage |
| | Atlas | of issued |
| | Shares owned | Atlas |
| | | Shares |
+----------------------------+----------------+-------------+
| Fragiolig Holdings Limited | 3,325,346 | 7.10 |
+----------------------------+----------------+-------------+
| Atlas International | 6,461,425 | 13.79 |
| Holdings Limited | | |
+----------------------------+----------------+-------------+
| Mishaela Shulman1 | 54,660 | 0.12 |
+----------------------------+----------------+-------------+
| RP Explorer Master Fund | 728,559 | 1.56 |
+----------------------------+----------------+-------------+
| RP Partners Fund | 4,832,017 | 10.31 |
+----------------------------+----------------+-------------+
| RP Capital Group employees | 11,071 | 0.02 |
+----------------------------+----------------+-------------+
| Total | 15,413,078 | 32.90 |
+----------------------------+----------------+-------------+
1 Mishaela Shulman is a member of Mr Ron Izaki's family and is deemed to be
acting in concert with the Izaki Group.
+--------------------------------+----------------------------+
| Entity | Number of Atlas Shares to |
| | be issued on exercise of |
| | Atlas Warrants2 |
+--------------------------------+----------------------------+
| Ron Izaki | 658,574 |
+--------------------------------+----------------------------+
| Rafael Berber | 658,574 |
+--------------------------------+----------------------------+
| D Saradhi Rajan | 461,002 |
+--------------------------------+----------------------------+
| Lou Silver | 197,572 |
+--------------------------------+----------------------------+
| AMC | 2,195,248 |
+--------------------------------+----------------------------+
2 Atlas Warrants are exercisable at a price of GBP3.41 per Atlas Share.
As announced on 16 April 2010, Fragiolig granted CVW an option to purchase
3,325,346 Atlas Shares at a price of GBP0.90 per Atlas Share from Fragiolig
during a period of 15 calendar days commencing two Business Days after the date
the Offer lapses or is withdrawn. As the Offer has become wholly unconditional,
this option has ceased to be exercisable.
3. Offer remains open for acceptance until 21 June 2010
Atlas Shareholders who have not yet accepted the Offer and who hold Atlas Shares
in certificated form are urged to complete, sign and return the Form of
Acceptance as soon as possible and, in any event, so as to be received by
Computershare by no later than 3.00 p.m. (London time) on 21 June 2010.
If you hold Atlas Shares in uncertificated form (that is, in CREST), you are
urged to accept the Offer by TTE instruction as soon as possible and, in any
event, so as to be settled by no later than 3.00 p.m. on 21 June 2010. If you
hold Atlas Shares as a CREST sponsored member, you should refer to your CREST
sponsor as only your CREST sponsor will be able to send the necessary TTE
instruction to CREST.
The Offer remains subject to the further terms set out in Appendix I to the
Offer Document.
4. General
Copies of the Offer Document and Forms of Acceptance are available from the
offices of Excellion Advisors LLP, 53/54 Grosvenor Street, London, W1K 3HU.
Terms defined in the Offer Document dated 7 May 2010 shall have the same
meanings in this announcement.
ENQUIRIES:
Fragiolig Holdings Limited
Guy Indig
Telephone: +357 2 245 8700
Excellion Advisors LLP, Financial Adviser to Fragiolig
Robert Stafler
Telephone: +44
(0) 20 3008 6870
Raffael Johnen
Aura Financial
Andy Mills
Telephone: +44 (0) 20 7321 0034
Excellion Advisors LLP, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Fragiolig and no
one else in connection with the matters described in this announcement and is
not advising any other person and accordingly will not be responsible to any
person other than Fragiolig for providing the protections afforded to clients of
Excellion Advisors LLP or for providing advice in relation to the matters
described in this announcement.
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Further details in relation to
Overseas Shareholders are contained in the Offer Document.
Unless otherwise determined by Fragiolig, the Offer is not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any means of instrumentality (including, without limitation, telephonically
or electronically) or interstate or foreign commerce of, or through any
facilities of a national securities exchange of, the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction, and the Offer should not be
accepted by any such use, means, instrumentality or facilities or from or within
the United States, Canada, Australia or Japan or any such other jurisdiction.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Australia or Japan and all persons receiving this announcement
(including nominees, trustees and custodians) must not mail or otherwise
forward, distribute or send it in, into or from the United States, Canada,
Australia or Japan. Doing so may render invalid any purported acceptance of the
Offer. Notwithstanding the foregoing, Fragiolig will retain the right to permit
the Offer to be accepted and any sale of securities pursuant to the Offer to be
completed if, in its sole discretion, it is satisfied that the transaction in
question can be undertaken in compliance with applicable law and regulation.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent.
or more of any class of relevant securities of an offeree company or of any
paper offeror (being any offeror other than an offeror in respect of which it
has been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure (as defined in the City Code) following the
commencement of the offer period and, if later, following the announcement in
which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m. on the 10th
business day following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure (as defined in the
City Code).
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in
1 per cent. or more of any class of relevant securities of the offeree company
or of any paper offeror must make a Dealing Disclosure if the person deals in
any relevant securities of the offeree company or of any paper offeror. A
Dealing Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any paper
offeror, save to the extent that these details have previously been disclosed
under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must
be made by no later than 3.30 p.m. on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
In addition to Rule 8, as Atlas Shares are also listed on the WSE, dealings in
Atlas Shares may also require certain disclosures to be made to Atlas and to the
Polish FSC. These obligations are regulated by the Public Offering Act and were
outlined in the prospectus issued by Atlas in connection with the admission of
the Atlas Shares to listing on the WSE.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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