ATLS Atlas Est.

 

TIDMATLS 
 
RNS Number : 8045M 
Fragiolig Holdings Ltd 
01 June 2010 
 

Fragiolig Holdings Limited 
1 June 2010 
 
                                  Offer update 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION 
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH 
JURISDICTION 
                                   CASH OFFER 
                                       BY 
                  FRAGIOLIG HOLDINGS LIMITED 
 ("FRAGIOLIG") 
                                      FOR 
                      ATLAS ESTATES LIMITED 
 ("ATLAS") 
The AMC Transaction 
The Offer Document dated 7 May 2010 stated that an independent trustee, in its 
capacity as a trustee of a "purpose trust", had been granted options to acquire 
ordinary shares representing up to 25.5 per cent. of the issued share capital of 
AMC and that a member of the Izaki Group had made an irrevocable offer to the 
trustee to be transferred and/or assigned the rights and obligations under the 
relevant call option agreements. 
On 26 May 2010 the trustee accepted the irrevocable offer. Upon completion of 
the AMC Transaction and exercise of the relevant call options, the Izaki Group 
will hold, in aggregate, ordinary shares representing 74.5 per cent. of the 
issued share capital of AMC. Completion is expected to occur in the first half 
of June 2010, subject to satisfaction of certain conditions precedent. 
As previously announced, Fragiolig has made a cash offer to acquire the entire 
issued and to be issued share capital of Atlas not already owned by Fragiolig or 
persons acting in concert with it.  This cash offer, which was unanimously 
recommended by the Board of Directors of Atlas, was declared wholly 
unconditional on 12 May 2010 and remains open for acceptance until 3.00 p.m. 
(London time) on 21 June 2010. 
Terms defined in the Offer Document 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 
Michael Oke 
Telephone:        +44 (0) 20 7321 0000 
Andy Mills 
 
 
 
This announcement does not constitute an offer to sell or an invitation to 
purchase or subscribe for any securities or the solicitation of an offer to buy 
or subscribe for any securities pursuant to the Offer or otherwise.  The Offer 
will be made solely by the Offer Document and the Form of Acceptance 
accompanying the Offer Document, which will contain the full terms and 
conditions of the Offer, including details of how the Offer may be accepted. 
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 anyone 
other than Fragiolig for providing the protections afforded to clients of 
Excellion Advisors LLP nor for providing advice in relation to the matters 
described in this announcement. 
The laws of the relevant jurisdictions may affect the availability of the Offer 
to persons who are not resident in the United Kingdom.  Persons who are not 
resident in the United Kingdom or who are subject to laws of any jurisdiction 
other than the United Kingdom, should inform themselves about, and observe, any 
applicable requirements.  Any person (including nominees, trustees and 
custodians) who would, or otherwise intends to, forward this announcement, the 
Offer Document and/or the Form of Acceptance or any accompanying document to any 
jurisdiction outside the United Kingdom should refrain from doing so and seek 
appropriate professional advice before taking any action. 
The Offer will not be made, directly or indirectly, in or into, or by use of the 
mails of, or by any means or instrumentality (including, without limitation, 
telephonically or electronically) of interstate or foreign commerce of, or any 
facility of any securities exchange of, the United States, Canada, Australia or 
Japan and will not be capable of acceptance by any such use, means, 
instrumentality or facility or from within the United States, Canada, Australia 
or Japan.  Accordingly, this announcement and any other document relating to the 
Offer are not being, and must not be, directly or indirectly, mailed or 
otherwise forwarded, transmitted, distributed or sent in, into or from the 
United States, Canada, Australia or Japan.  Doing so may render invalid any 
purported acceptance of the Offer.  All Atlas Shareholders or other persons 
(including nominees, trustees or custodians) who would or otherwise intend to, 
or may have a contractual or legal obligation to, forward this announcement or 
any other document relating to the Offer, to any jurisdiction outside the United 
Kingdom should refrain from doing so and seek appropriate professional advice 
before taking any action. 
The Offer will be capable of acceptance only by persons outside the United 
States.  Offering materials with respect to this Offer will not be, and may not 
be, distributed in or sent to the United States and may not be used for the 
purpose of solicitation of an offer to purchase or sell any securities in the 
United States.  Any tenders received from persons resident in the United States 
or with United States mailing addresses will be rejected. 
Disclosure requirements of the Takeover Code (the "Code") 
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 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 pm (London time) on the 10th business day following the 
commencement of the offer period and, if appropriate, by no later than 3.30 pm 
(London time) 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. 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
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 pm 
(London time) 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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