Offer successfully completed
June 22 2010 - 2:45AM
UK Regulatory
TIDMATLS
RNS Number : 0071O
Fragiolig Holdings Ltd
22 June 2010
FOR IMMEDIATE RELEASE
22 June 2010
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")
OFFER SUCCESSFULLY COMPLETED
Fragiolig is pleased to announce that, as at 5.00 p.m. (London time) on 21 June
2010, valid acceptances had been received in respect of a total of 28,436,531
Atlas Shares, representing approximately 60.69 per cent. of the issued share
capital of Atlas. None of these acceptances were received from persons acting
in concert with Fragiolig.
As at 5.00 p.m. (London time) on 21 June 2010, excluding Atlas Shares in respect
of which valid acceptances had been received, Fragiolig, together with persons
acting in concert with it, owned 15,413,078 Atlas Shares, representing
approximately 32.89 per cent. of the issued share capital of Atlas.
Therefore, Fragiolig, together with parties acting in concert with it, at 5.00
p.m. (London time) on 21 June 2010 owned, or had received acceptances in respect
of, in aggregate, 43,849,609 Atlas Shares, representing approximately 93.59 per
cent. of the issued share capital of Atlas, all of which count towards
satisfaction of the Acceptance Condition.
On 12 May 2010, Fragiolig announced that its Offer for Atlas had become
unconditional in all respects and that the Offer would remain open for
acceptance until 21 June 2010. Fragiolig confirms that the Offer has now closed.
The Offer remains subject to the further terms set out in Appendix I to the
Offer Document.
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
Additional Information
As announced on 16 April 2010, Fragiolig had received an irrevocable undertaking
to accept the Offer in respect of 3,100,199 Atlas Shares, representing
approximately 6.62 per cent. of the issued share capital of Atlas. Valid
acceptances have been received in respect of such Atlas Shares and these
acceptances have been included in the level of acceptances referred to above.
As at 5.00 p.m. (London time) on 21 June 2010, excluding Atlas Shares in respect
of which valid acceptances had been received, 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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