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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Atlas Est. | LSE:ATLS | London | Ordinary Share | GB00B0WDBP88 | ORD EUR0.01 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 86.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
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
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