Atlantic Telecom Grp - Result of Placing&Open Offer
December 07 1999 - 2:03AM
UK Regulatory
RNS Number:0524C
Atlantic Telecom Group PLC
7 December 1999
Not for release, publication or distribution in whole or in
part in or into the United States, Canada, Japan, Australia
or the Republic of Ireland
ATLANTIC TELECOM GROUP PLC ("ATLANTIC")
RESULT OF THE PLACING AND OPEN OFFER OF UP TO 22,416,170 NEW
ORDINARY SHARES AT 440 PENCE PER SHARE
On 12 November 1999 Atlantic announced a conditional
agreement for the formation of a Strategic Partnership with
Marconi, together with proposals to raise approximately #93.8
million (net of expenses) by way of a Placing and Open Offer
of up to 22,416,170 New Ordinary Shares (the "Offer Shares")
at 440p per share.
3,847,795 of these Offer Shares (the "Firm Placing Shares")
in respect of which the Directors (other than Alisdair
McKenzie, Martin Beard and Andrew Laing) and certain
connected parties irrevocably undertook not to subscribe were
placed on a firm basis with institutional investors. The
balance of 18,568,375 Offer Shares (the "Clawback Shares")
remained available for take up in the Open Offer.
By 3.00 p.m. on 6 December 1999, being the latest time and
date for receipt of completed Application Forms and payment
in full under the Open Offer, valid applications had been
received from Qualifying Shareholders for 18,282,820 Clawback
Shares, representing approximately 98.5 per cent. of the
Clawback Shares.
The balance of 285,555 Clawback Shares will be taken up by
institutional investors with whom they were originally placed
subject to recall under the terms of the Clawback Placing.
The Placing and the Open Offer are conditional upon, inter
alia, (1) the passing of the Resolutions (which relate to the
approval of the Strategic Partnership and the Placing and
Open Offer) at an Extraordinary General Meeting of the
Company to be held at 12 noon on Thursday, 9 December 1999 at
the offices of Hoare Govett Limited, 3rd Floor, 250
Bishopsgate, London EC2M 4AA, (2) completion of the Framework
Agreement (subject only to Admission) and it not having been
terminated in accordance with its terms prior to Admission,
(3) the Placing Agreement having become unconditional in all
respects and it not having been terminated in accordance with
its terms prior to Admission, and (4) Admission becoming
effective.
It is expected that dealings in the New Ordinary Shares will
commence at 8.00 a.m. on Friday, 10 December and that
amendments will be made to CREST accounts on Friday, 10
December 1999. It is expected that definitive share
certificates will be despatched in respect of New Ordinary
Shares by Friday, 17 December 1999.
As set out in the Prospectus dated 16 November, Marconi has
the right to subscribe, up to 24 hours prior to Admission,
for up to an additional 2,354,561 New Ordinary Shares at 440p
per share. Details of the number of New Ordinary Shares
subscribed by Marconi pursuant to the Additional Subscription
will be announced as appropriate.
Words and expressions defined in the Prospectus dated 16
November 1999 shall, unless the context otherwise requires,
have the same meanings when used in this announcement.
Enquiries:
Graham Duncan Atlantic Telecom 01224 454 000
Executive Chairman
Stephen Aulsebrook Close Brothers 020 7655 3100
Managing Director
David Arch
Director
Bob Pringle Hoare Govett 020 7678 8000
Senior Director
Jim Wight
Director
Close Brothers Corporate Finance Limited and Hoare Govett
Limited, which are regulated in the United Kingdom by The
Securities and Futures Authority Limited, are acting for
Atlantic Telecom Group PLC and no one else in relation to the
matters described in this announcement and will not be
responsible to any other person for providing protections
afforded to customers of Close Brothers Corporate Finance
Limited and Hoare Govett Limited or for providing advice in
relation to the matters referred to herein.
This announcement does not constitute or form any part of any
offer to the public or invitation to sell or issue or any
solicitation of any offer to the public to purchase or
subscribe for any securities of Atlantic. Any such offer may
be made only pursuant to the posting of definitive offering
documents (which would include detailed financial information
regarding Atlantic and its management) and only in such
jurisdictions in which such offerings may be permitted. The
New Ordinary Shares have not been and will not be registered
under the US Securities Act of 1933 (as amended) or under the
securities laws of any state of the United States or under
the applicable securities laws of Canada, Japan, Australia or
the Republic of Ireland. Subject to certain limited
exceptions the New Ordinary Shares may not be offered, sold,
taken up, renounced or delivered within the United States,
Canada, Japan, Australia or the Republic of Ireland or to or
by any national, resident or citizen of such countries.
END
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