Offer Update
June 14 2010 - 12:04PM
UK Regulatory
TIDMATLS
RNS Number : 5942N
Fragiolig Holdings Ltd
14 June 2010
FOR IMMEDIATE RELEASE
14 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 UPDATE
Fragiolig announces that on 9 June 2010 it settled the Atlas Shares it had
acquired from the Atlas Shareholders who had accepted the Offer between 26 May
2010 and 1 June 2010 (the "Settlement").
As a result of the Settlement as at 9 June 2010:
(i) Fragiolig held 17,949,050 Atlas Shares representing approximately
38.3 per cent. of the issued share capital of Atlas; and
(ii) Fragiolig, together with parties acting in concert with it, owned,
in aggregate, 30,036,782 Atlas Shares representing approximately 64.1 per cent.
of the issued share capital of Atlas.
The Offer 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 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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