Offer Update

 

TIDMATLS 
 
RNS Number : 7038N 
Fragiolig Holdings Ltd 
16 June 2010 
 

                                       FOR IMMEDIATE RELEASE 
 
 16 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 - NO EXTENSION 
 
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 will not be extended beyond 21 June 2010. 
Accordingly, Atlas Shareholders will not be able to accept the Offer after 3.00 
p.m. (London time) on 21 June 2010. 
 
Atlas Shareholders who have not yet accepted the Offer and who hold Atlas Shares 
in certificated form are urged to complete, sign and return the Form of 
Acceptance as soon as possible and, in any event, so as to be received by 
Computershare by no later than 3.00 p.m. (London time) on 21 June 2010. 
 
If you hold Atlas Shares in uncertificated form (that is, in CREST), you are 
urged to accept the Offer by TTE instruction as soon as possible and, in any 
event, so as to be settled by no later than 3.00 p.m. on 21 June 2010. If you 
hold Atlas Shares as a CREST sponsored member, you should refer to your CREST 
sponsor as only your CREST sponsor will be able to send the necessary TTE 
instruction to CREST. 
 
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:        [phone] 
 
Excellion Advisors LLP, Financial Adviser to Fragiolig 
Robert Stafler 
                                                         Telephone:        +44 
(0) 20 3008 6870 
Raffael Johnen 
 
Aura Financial 
Andy Mills 
                    Telephone:        [phone] 
 
 
 
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 [phone]. 
 
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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