Atlantic Global Plc: Offer Document Posted

 
TIDMATL 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
                             FOR IMMEDIATE RELEASE 
 
 
                                31 January 2012 
 
                             Recommended Cash Offer 
 
                                       by 
 
                              KeyedIn (UK) Limited 
 
                                      For 
 
                              Atlantic Global plc 
 
                           Posting of Offer Document 
 
The board of directors of KeyedIn (UK) Limited, and the Independent Directors of 
Atlantic Global plc today announced the terms of a recommended cash offer to be 
made by KeyedIn for the entire issued and to be issued share capital of Atlantic 
Global, excluding the Roll-over Shares which KeyedIn has separately contracted 
to acquire from Eugene Blaine. The Offer marks the culmination of a formal sale 
process which the Atlantic Global Directors commenced on 29 September 2011. 
 
Further to that announcement, the boards of KeyedIn and the Independent 
Directors of Atlantic Global plc are pleased to announce that the offer document 
(the "Offer Document") and the Form of Acceptance relating to the Offer are 
being posted to Atlantic Global Shareholders today. The Offer Document contains, 
amongst other things, the full terms and conditions of the Offer and the details 
of the actions to be taken by the Atlantic Global Shareholders. The Offer 
Document also includes notice of a general meeting of Atlantic Global to be held 
on 20 February 2012. The General Meeting is being convened to consider and, if 
thought fit, pass the EB Ordinary Resolution pursuant to Rule 16 of the Code and 
the AB Resolution pursuant to Rule 21 of the Code. 
 
Participants in the Atlantic Global Share Option Schemes are also being sent 
further details of the action they can take in respect of the Offer. 
 
Save as defined herein, defined terms in this announcement are as defined in the 
Offer Document. 
 
A copy of this announcement will be made available free of charge, at 
www.atlantic-ec.com/offer-documents.html shortly and will be available during 
the course of the Offer. 
 
Enquiries: 
 
For further information, please contact: 
 
 Lexicon PR                                  0845 456 2106 
 
 Sue Baker 
 
 
 Daniel Stewart                              020 7776 6550 
 (financial adviser to Atlantic Global) 
 
 Paul Shackleton 
 
 
 Atlantic Global plc                         01274 863 300 
 
 Rupert Hutton 
 
 
 
This announcement does not constitute or form part of any offer or invitation 
to sell or purchase any securities or the solicitation of an offer to purchase, 
otherwise acquire, subscribe for, sell or otherwise dispose of any securities, 
pursuant to the Offer or otherwise. The Offer will be made solely by  the  Offer 
Document  which  will contain  the  full terms and  conditions  of the  Offer, 
including details of how the Offer may be accepted. 
 
Daniel Stewart, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting only for Atlantic Global and no one else 
in connection with the Offer and will not be responsible to anyone other than 
Atlantic Global for providing the protections afforded to clients of Daniel 
Stewart or for providing advice in relation to the Offer or any other matters 
referred to in this announcement. 
 
The distribution of this announcement in jurisdictions outside the United 
Kingdom may be restricted by the laws of those jurisdictions and therefore 
persons into whose possession this announcement comes should inform themselves 
about and observe any such restrictions. Failure to comply with any such 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction. To the fullest extent permitted by applicable law, the companies 
involved in the Offer disclaim any responsibility or liability for the violation 
of such restrictions by any person. 
 
Unless otherwise determined by KeyedIn and permitted by applicable law and 
regulation, subject to certain exemptions, the Offer is not being, and will not 
be, made, directly or indirectly, in or into and will not be capable of 
acceptance from or within a Restricted Jurisdiction. Accordingly, unless 
otherwise determined by KeyedIn, copies of this announcement and any other 
documentation relating to the Offer are not being and must not be, directly or 
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from 
a Restricted Jurisdiction and persons receiving this announcement and any other 
documentation relating to the Offer (including custodians, nominees and 
trustees) must not mail or otherwise distribute or send them in, into or from 
such jurisdictions as doing so may be a breach  of  applicable  law  and 
regulation  in  that  jurisdiction  and  may  invalidate  any  purported 
acceptance of the Offer. 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 about and observe any 
applicable legal or regulatory requirements of their jurisdiction. 
 
Any person (including nominees, trustees and custodians) who would, or otherwise 
intends to, or may have a legal or contractual obligation to, forward this 
announcement and/or any documentation relating to the Offer to any jurisdiction 
outside the United Kingdom, should inform themselves of, and observe, any 
applicable legal or regulatory requirements of any relevant jurisdiction and 
seek appropriate advice. 
 
This announcement has been prepared for the purposes of complying with English 
law and the Code and the information disclosed may not be the same as that which 
would have been disclosed if this announcement had been prepared in accordance 
with the laws and regulations of any jurisdiction outside of England. 
 
FORWARD-LOOKING STATEMENTS 
 
This announcement includes certain "forward-looking" statements with respect to 
the financial condition, results of operations and business of Atlantic Global 
and/or KeyedIn and certain plans and objectives of the board of directors of 
Atlantic Global, and KeyedIn with respect thereto. The forward-looking 
statements contained herein may include statements about the expected effects on 
KeyedIn or Atlantic Global  of  the  Offer,  the  expected  timing  and  scope 
of  the  Offer,  anticipated  earnings enhancements, other  strategic  options 
and  all  other  statements  in  this  announcement other  than historical 
facts. Forward-looking statements include, without limitation, statements 
typically containing words such as "intends", "expects", "anticipates", 
"targets", "estimates" and words of similar import. These statements are based 
on assumptions and assessments made by the boards of directors of Atlantic 
Global and KeyedIn in the light of their experience and their perception of 
historical trends, current conditions, expected future developments and other 
factors they believe appropriate. They have not been reviewed by the auditors of 
Atlantic Global or KeyedIn. By their nature, forward-looking statements involve 
risk and uncertainty because they relate to events and depend on circumstances 
that will occur in the future. There are a number of factors that could cause 
actual results and developments to differ materially from those expressed or 
implied by such forward-looking statements. 
 
All subsequent oral or written forward-looking statements attributable to 
Atlantic Global or KeyedIn or any of their respective members, directors, 
officers or employees or any persons acting on their behalf are expressly 
qualified in their entirety by the cautionary statement above. All forward- 
looking statements included in this announcement are based on information 
available to Atlantic Global and KeyedIn on the date of this announcement and 
are made only as of the date of this announcement. Undue reliance should not be 
placed on such forward-looking statements. 
 
Subject to compliance with the Code and other legal and regulatory requirements, 
neither Atlantic Global nor KeyedIn intend, or undertake any obligation, to 
update any information contained in this announcement. 
 
DEALING DISCLOSURE REQUIREMENTS 
 
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 8.3.2 
 
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. You should contact the Panel's Market Surveillance Unit on 
[phone] if you are in any doubt as to whether you are required to 
make an Opening Position Disclosure or a Dealing Disclosure." 
 
Information relating to Atlantic Global Shareholders 
 
Addresses, electronic addresses and certain information provided by Atlantic 
Global Shareholders, persons with information rights and other relevant persons 
for the receipt of communications from Atlantic Global may be provided to 
KeyedIn during the offer period as requested under Section 4 of Appendix 4 of 
the Code. 
 
Publication on website and availability of hard copies 
 
A copy of this announcement will be made available free of charge, at 
http://www.atlantic-ec.com/disclaimer.html shortly and will be available during 
the course of the Offer. You may request a hard copy of this announcement, free 
of charge, by contacting the Company Secretary of Atlantic Global, on +44 (0) 
1274 863300 or Alison Starr of Pinsent Masons LLP on [phone]. You 
may also request that all future documents, announcements and information sent 
to you in relation to the Offer should be in hard copy form. 
 
For the avoidance of doubt, the content of the website referred to above is not 
incorporated into and does not form part of this announcement. 
 
 
ALL REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON TIME 
 
 
 
 
 
 
 
This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
 
Source: Atlantic Global Plc via Thomson Reuters ONE 
 
[HUG#1581214]