Offer update
01 6월 2010 - 3:30PM
UK Regulatory
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
OUPABMTTMBMJTMM
Atlas Estates (LSE:ATLS)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Atlas Estates (LSE:ATLS)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024