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
24 January 2012
Recommended Cash Offer
by
KeyedIn (UK) Limited
For
Atlantic Global plc
The board of directors of KeyedIn (UK) Limited, and the Independent Directors of
Atlantic Global plc are pleased to announce that they have reached agreement on
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.
KeyedIn, a recently incorporated company established for the purpose of making
the Offer, is a wholly owned subsidiary of KeyedIn Solutions, a Minnesota-based
Software as a Service ("SaaS") company founded by IT entrepreneur George Klaus.
KeyedIn Solutions helps mid-market companies maximise their assets to streamline
workflow, increase efficiency and save money with full-featured, easy-to-use,
centrally-hosted online applications for enterprise resource planning. KeyedIn
Solutions has a growth strategy based on both the internal organic development
of its existing contacts and further acquisitions to increase the range of
products and access to customers.
Summary:
* The Offer will be made at a price of 22 pence in cash for each Offer Share.f
* The Offer values Atlantic Global's entire issued and to be issued ordinary
share capital at approximately GBP4.9 million and represents:
* a premium of approximately 76 per cent. to the Closing Price of 12.5
pence per Offer Share on 28 September 2011, being the last Business Day
prior to the commencement of the Offer Period; and
* a premium of approximately 47.5 per cent. to the average Closing Price
of 14.9 pence per Offer Share over the twelve month period to 28
September 2011, being the last Business Day prior to the commencement of
the Offer Period.
* The Independent Directors, comprising Rupert Hutton and Paul Gleghorn, who
have been so advised by Daniel Stewart, consider the terms of the Offer to
be fair and reasonable. In providing advice to the Independent Directors in
relation to the Offer, Daniel Stewart has taken into account the commercial
assessments of the Independent Directors. Accordingly, the Independent
Directors unanimously recommend that Atlantic Global Shareholders accept the
Offer as they have irrevocably undertaken to do in respect of a total of
1,040,028 Offer Shares, representing approximately 5.11 per cent. of the
Offer Shares and 4.65 per cent. of the entire issued share capital, and also
in respect of any Atlantic Global Shares to be issued to them pursuant to
the exercise of Atlantic Global Options held by them.
* The undertakings provided by the Independent Directors will continue to be
binding even in the event of a higher offer for Atlantic Global by a
competing third party and cannot be withdrawn unless the Offer lapses or is
withdrawn.
* In view of the proposed arrangements between Eugene Blaine and KeyedIn
(details of which are set out in paragraph 6 of Part 1 of this
announcement), it was agreed that a committee of the independent directors
of Atlantic Global should be formed for the purposes of evaluating the
Offer. Given his conflict of interest with regard to the EB Offer, Eugene
Blaine has not participated in the Independent Directors' decision to
recommend that you accept the Offer or vote in favour of the EB Offer.
* The Independent Directors also unanimously recommend that the Independent
Atlantic Global Shareholders vote in favour of the Ordinary Resolution to
approve the EB Offer, as the Independent Directors have irrevocably
undertaken to do in respect of a total of 1,040,028 Eligible Voting Shares,
representing approximately 9.63 per cent. of the Eligible Voting Shares, and
also in respect of any Atlantic Global Shares to be issued pursuant to the
exercise of Atlantic Global Options held by them.
* In addition, Eugene Blaine has irrevocably undertaken to accept the Offer in
respect of all of the 9,539,812 EB Offer Shares amounting to 46.90 per cent.
of the Offer Shares, and also in respect of any Atlantic Global Shares to be
issued to him pursuant to the exercise of Atlantic Global Options held by
him. The undertaking provided by Eugene Blaine will continue to be binding
even in the event of a higher offer for Atlantic Global by a competing third
party and cannot be withdrawn unless the Offer lapses or is withdrawn.
* The arrangement between Adrian Bradshaw and the Company and between Adrian
Bradshaw and Eugene Blaine (details of which are set out in paragraph 7 of
Part 1 of this announcement), is subject to shareholder approval pursuant to
Rule 21 of the Code. The passing of this resolution is not a condition of
the Offer. Eugene Blaine has agreed to vote in favour of this resolution in
respect of 11,585,267 ordinary shares representing 51.75 per cent. of the
issued share capital, and also in respect of any Atlantic Global Shares to
be issued to him pursuant to the exercise of Atlantic Global Options held by
him. Adrian Bradshaw will not vote on this resolution. It has been agreed
that Adrian Bradshaw should not participate in the Independent Directors'
decision to recommend that you accept the Offer or vote in favour of the EB
Offer.
* Adrian Bradshaw has irrevocably undertaken to accept the Offer and vote in
favour of the Ordinary Resolution to approve the EB Offer in respect of
514,980 Shares amounting to 2.53 per cent. of the Offer Shares, and also in
respect of any Atlantic Global Shares to be issued to him pursuant to the
exercise of Atlantic Global Options held by him. The undertaking provided by
Adrian Bradshaw will continue to be binding even in the event of a higher
offer for Atlantic Global by a competing third party and cannot be withdrawn
unless the Offer lapses or is withdrawn.
* Certain other Independent Atlantic Global Shareholders have also irrevocably
undertaken to accept the Offer and to vote in favour of the Ordinary
Resolution in respect of a total of 2,410,000 Offer Shares, representing
approximately 11.85 per cent. of the Offer Shares and approximately 22.31
per cent. of the Eligible Voting Shares.
* The irrevocable undertakings provided by Herald Investment Management
Limited and Octopus Investments Nominees Limited will remain binding in the
event of a higher offer for Atlantic Global by a competing third party,
unless the value of the competing offer represents an improvement of ten per
cent. or more of the value of the consideration being made available under
the Offer. The irrevocable undertakings provided by Rathbone Nominees
Limited will lapse in the event of a higher competing offer for Atlantic
Global by a competing third party.
* Accordingly KeyedIn has received in aggregate irrevocable undertakings in
respect of a total of:
(a) 13,504,820 Offer Shares to accept the Offer, representing a total
of 66.40 per cent. of the Offer Shares; and
3,965,008 Eligible Voting Shares to vote in favour of the
(b) Ordinary Resolution, representing a total of 36.71 per cent. of
the Eligible Voting Shares.
* KeyedIn believes that owing to his knowledge of Atlantic Global's software,
services, customers and the markets in which Atlantic Global operates, the
ongoing participation in and leadership of the business of Atlantic Global
by Eugene Blaine is fundamental to its continued growth. As a consequence,
the EB Offer, which is described in more detail in the body of this
announcement, has been agreed between KeyedIn and Eugene Blaine.
* Eugene Blaine will accept the Offer in respect of the EB Offer Shares in
accordance with the irrevocable undertakings given by Eugene Blaine as
described in detail in the body of this announcement. KeyedIn will acquire
the Roll-over Shares from Eugene Blaine in exchange for KeyedIn Ordinary
Shares pursuant to the terms of the Share Exchange Deed dated the date of
this announcement, and Loan Notes, pursuant to the terms of the Loan Note
Instrument, to be entered into when the Offer becomes, or is declared,
unconditional in all respects.
* In relation to the EB Offer, the Panel has agreed, subject to the requisite
Ordinary Resolution being passed on a poll of Independent Atlantic Global
Shareholders at the General Meeting, to allow the EB Offer to be made on the
terms and subject to the conditions of the Share Exchange Deed and the Loan
Note Instrument notwithstanding the fact that the opportunity to participate
in such arrangements is not being extended to all Atlantic Global
Shareholders. Accordingly, a notice will be sent to Atlantic Global
Shareholders convening the General Meeting at which the Ordinary Resolution
to approve the EB Offer, pursuant to the Code, will be proposed. In
accordance with the requirements of the Code, Eugene Blaine will not be
permitted to vote on the Ordinary Resolution, which will be taken on a poll.
The Offer is conditional, inter alia, upon the passing of the Ordinary
Resolution.
* The Offer will be conditional, inter alia, on acceptances being received
which will result in KeyedIn holding more than 90 per cent. (or such lower
percentage above 50 per cent. as KeyedIn may in its absolute discretion
decide) of the Offer Shares.
* If KeyedIn receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent. or more of the Offer Shares, KeyedIn will exercise
its rights pursuant to sections 974 to 991 of the Companies Act to acquire
compulsorily the remaining Offer Shares in respect of which the Offer has
not been accepted following the Offer becoming or being declared
unconditional in all respects. It is also intended that, following the Offer
becoming or being declared unconditional in all respects and subject to any
applicable regulatory requirements, KeyedIn will procure that Atlantic
Global applies to the London Stock Exchange for the cancellation of trading
in Atlantic Global's Shares on AIM. De-listing would significantly reduce
the liquidity and marketability of any Offer Shares not acquired by KeyedIn.
Commenting on the Offer, James Waterhouse, MD of KeyedIn said:
"This is a great opportunity both for KeyedIn and Atlantic Global. This move
safeguards Atlantic Global's presence in Yorkshire whilst at the same time
opening up significant international opportunity for expansion. We believe that
the ability to take this product into the US and deliver growth will be of great
benefit to both current customers and the team at Atlantic Global. It is
fantastic to see US investment in home grown British IP and even better that the
business is committed to driving business growth in Yorkshire, and the
development of the solution from Atlantic Global's current base in Cleckheaton.
We evaluated many vendors in this sector and none delivered products as
complete, robust and mature as those we found at Atlantic Global. It is also a
privilege to be able to attract U.S. investment to a great British company and
protect Yorkshire jobs during these difficult times."
Commenting on the Offer, Lauri Klaus, CEO of KeyedIn said:
"This is an extremely exciting acquisition that provides both the products and
the development capability to allow us to complete our vision. We have exciting
plans for the ongoing development of the product line and are already geared up
to take the products into the U.S. and mainland Europe."
Commenting on the Offer, KeyedIn co-founder and chairman of the Board, George
Klaus said:
"We are quickly building a new company with new technology, new teams and
certainly new passion"
Commenting on the Offer, Eugene Blaine, CEO of Atlantic Global said:
"The team at Atlantic Global has created a world-class solution that has been
adopted by some of the largest companies around the globe. The synergies between
what Atlantic Global needed to drive the next phase in our expansion and what
the KeyedIn team offered were startling. Bringing together our world class
products and the international sales and marketing experience of the KeyedIn
team made this a compelling proposition for our employees, customers and
shareholders."
This summary should be read in conjunction with, and is subject to, the full
text of this announcement (including the Appendices). The Offer will be subject
to the conditions and further terms set out in Appendix I to this announcement
and the additional terms to be set out in the Offer documentation when issued.
Appendix II contains the sources and bases of certain information used in this
summary and in the following announcement. Appendix III contains definitions of
certain terms used in this announcement.
Enquiries:
For further information, please contact:
Lexicon PR 0845 456 2106
Sue Baker
Daniel Stewart 020 7776 6550
(financial advisor to Atlantic Global)
Paul Shackleton
Atlantic Global plc 01274 863 300
Rupert Hutton
The Atlantic Global Directors each accept responsibility for the information
contained in this announcement in relation to the Group, the Atlantic Global
Directors and their immediate families, persons connected with the Atlantic
Global Directors and their related trusts and controlled companies. To the best
of the knowledge and belief of the Atlantic Global Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they are responsible is in accordance with the facts
and does not omit anything likely to affect the import of such information.
The Independent Directors each accept responsibility for their recommendation of
the Offer, their recommendation of the EB Offer and their recommendation that
the Independent Atlantic Global Shareholders vote in favour of the Ordinary
Resolution and for any opinion of the Independent Directors relating to those
recommendations. To the best of the knowledge and belief of the Independent
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained herein for which they are respectively responsible is
in accordance with the facts and does not omit anything likely to affect the
import of such information.
The KeyedIn Directors each accept responsibility for the information contained
in this announcement (other than that relating to the Group, the Atlantic Global
Directors (and members of their immediate families, persons connected with the
Atlantic Global Directors and their related trusts and controlled companies),
the recommendation of the Independent Directors of the Offer, the EB Offer and
to vote in favour of the Ordinary Resolution and for any opinion of the
Independent Directors relating to those recommendations). To the best of the
knowledge and belief of the KeyedIn Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they are responsible is in accordance with the facts and
does not omit anything likely to affect the import of such information.
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
+44 (0)20 7638 0129 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
www.atlantic-ec.com/investors.html by no later than 12 noon on 25 January 2012
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 +44 (0) 113 244 5000. 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
Recommended Cash Offer
by
KeyedIn (UK) Limited
For
Atlantic Global plc
1. Introduction
The board of directors of KeyedIn, and the Independent Directors of Atlantic
Global are pleased to announce that they have reached agreement on 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.
KeyedIn is a recently incorporated company established for the purpose of making
the Offer. In view of the proposed arrangements between Eugene Blaine and
KeyedIn (details of which are set out the body of this announcement) it was
agreed that a committee of the Independent Directors of Atlantic Global should
be formed comprising Rupert Hutton and Paul Gleghorn for the purposes of
evaluating the Offer. Given his conflict of interest with regard to the EB
Offer, Eugene Blaine has not participated in the Independent Directors' decision
to recommend that you accept the Offer or vote in favour of the EB Offer.
2. The Offer
Under the Offer, which will be made by KeyedIn on terms and subject to the
further conditions set out below and in Appendix I to this announcement,
Atlantic Global Shareholders will receive:
For each Offer Share 22 pence in cash
The Offer values Atlantic Global's entire issued and to be issued share capital
at approximately GBP4.9 million and represents:
* a premium of approximately 76 per cent. to the Closing Price of 12.5 pence
per Offer Share on 28 September 2011, being the last Business Day prior to
the commencement of the Offer Period; and
* a premium of approximately 47.5 per cent. to the average Closing Price of
14.9 pence per Offer Share over the twelve month period to 28 September
2011, being the last Business Day prior to the commencement of the Offer
Period.
The Offer Shares will be transferred to KeyedIn fully paid with full title
guarantee and free from all liens, charges, equitable interests, encumbrances,
rights of pre-emption and other third party rights or interests and together
with all rights attaching to such Offer Shares including, without limitation,
the right to receive all dividends and other distributions (if any) announced,
declared, made or paid after the Announcement Date.
The Offer extends to all Offer Shares unconditionally allotted or issued and
fully paid on the date of the Offer and any Offer Shares which are
unconditionally allotted or issued and fully paid before the date on which the
Offer closes to acceptances or such earlier date as KeyedIn may announce,
subject to the Code and in accordance with the further conditions and terms of
the Offer set out in Appendix I to this announcement.
3. Background to and reasons for the Offer
The directors of KeyedIn believe that Atlantic Global represents an attractive
acquisition on the basis of a number of factors: (i) Atlantic Global's
reputation within the market in which it operates, shown by a number of long
standing clients; (ii) KeyedIn's ability to add value to the operations of
Atlantic Global, by providing access to, amongst other things, the international
markets available to KeyedIn; and (iii) the ability of Atlantic Global to
prioritise its growth potential without the demands of a public listing.
KeyedIn has expertise in the implementation of SaaS solutions and will use this
expertise to develop Atlantic Global. The directors of KeyedIn believe that they
can integrate Atlantic Global into the KeyedIn group, supporting it by providing
the necessary resources to assist in their development and growth.
KeyedIn expects to quickly integrate Atlantic Global into the core business
model and roll the products into new geographies and new markets in the coming
months. The leading-edge architecture of the product will allow easy
integration and rapid localisation allowing it to be deployed into new markets
and access to greater vertical integration. KeyedIn believes that Atlantic
Global's ability to grow in the future will be enhanced under its ownership as
it executes its longer term strategy.
4. Background to and reasons for the recommendation
The combination of the high quality product and services, a strong balance sheet
and careful management has allowed Atlantic Global to perform well during the
prevailing difficult economic conditions. However, Atlantic Global is small and
unlikely to deliver significant additional shareholder value either organically
or by bolt-on acquisition in the short or medium term. In light of this, while
Atlantic Global has a secure future as an independent business, the directors of
Atlantic Global sought to establish an opportunity for shareholders to
crystallise their investment following a number of approaches during the late
summer of last year.
In order to maximise value, on 29 September 2011 offers were publicly solicited
through ICON Corporate Finance and Atlantic Global began a formal sale process
in accordance with Note 2 to Rule 21.2 of the Code. The recommended cash offer
by KeyedIn concludes that process.
The Independent Directors of Atlantic Global believe that the Offer allows
shareholders the ability to realise their investment at a significant premium to
the prevailing share price and, as part of the KeyedIn group founded by George
Klaus, Atlantic Global will benefit from global relationships, and access to
channels to market which will enable the business to build on its success to
date.
5. Recommendation
In view of Eugene Blaine's proposed involvement with KeyedIn, and in view of the
arrangements set out in paragraph 7 below, for Adrian Bradshaw, these directors
have not participated in the consideration of the Offer or the formulation of
advice to Independent Atlantic Global Shareholders. Accordingly the
recommendation of the Offer is being made by the Independent Directors.
The Independent Directors, who have been so advised by Daniel Stewart, consider
the terms of the Offer to be fair and reasonable. In providing advice to the
Independent Directors in relation to the Offer, Daniel Stewart has taken into
account the commercial assessments of the Independent Directors. Accordingly,
the Independent Directors unanimously recommend that Atlantic Global
Shareholders accept the Offer as they have irrevocably undertaken to do in
respect of a total of 1,040,028 Offer Shares representing approximately 5.11 per
cent. of the Offer Shares, and also in respect of any Atlantic Global Shares to
be issued pursuant to the exercise of Atlantic Global Options held by them.
The Independent Directors, who have been so advised by Daniel Stewart, consider
the arrangements with Eugene Blaine to be fair and reasonable, also unanimously
recommend that the Independent Atlantic Global Shareholders vote in favour of
the Ordinary Resolution to approve the EB Offer, as the Independent Directors
have irrevocably undertaken to do in respect of a total of 1,040,028 Eligible
Voting Shares, representing approximately 9.63 per cent. of the Eligible Voting
Shares, and also in respect of any Atlantic Global Shares to be issued pursuant
to the exercise of Atlantic Global Options held by them.
In giving its advice, Daniel Stewart is advising the Independent Directors in
relation to the Offer and is not acting for any Independent Director in his
personal capacity or for any Atlantic Global Shareholder or Atlantic Global
option holder. Daniel Stewart will not be responsible to any such person for
providing the protections afforded to its customers or for advising any such
person in relation to the Offer. In particular, Daniel Stewart will not owe any
duties or responsibilities to any particular Atlantic Global Shareholder or
holder of Atlantic Global Options concerning the Offer.
6. Arrangements with Eugene Blaine
KeyedIn believes that the ongoing participation in and leadership of the
business of Atlantic Global by Eugene Blaine is fundamental to its continued
growth, due to his knowledge of Atlantic Global's software, services, customers
and the markets in which Atlantic Global operates. As a consequence, the EB
Offer, which is described in more detail in this announcement, has been agreed
between KeyedIn Solutions, KeyedIn and Eugene Blaine.
Eugene Blaine will accept the Offer in respect of the EB Offer Shares in
accordance with the irrevocable undertakings given by Eugene Blaine as described
in paragraph 8 of this announcement. KeyedIn will acquire the Roll-over Shares
from Eugene Blaine in exchange for KeyedIn Ordinary Shares pursuant to the terms
of the Share Exchange Deed entered into on the date of this announcement and
Loan Notes pursuant to the terms of the Loan Note Instrument, to be entered into
once the Offer becomes, or is declared, unconditional in all respects.
Immediately following the Offer becoming, or being declared, unconditional in
all respects, Eugene Blaine will hold in aggregate approximately 8.6 per cent.
of the issued share capital of KeyedIn and the remaining approximately 91.4 per
cent. will be owned by KeyedIn Solutions. Upon acquiring the KeyedIn Ordinary
Shares, Eugene will transfer his KeyedIn Ordinary Shares to KeyedIn Solutions in
consideration for a 5.6 per cent. interest in KeyedIn Solutions.
In relation to the EB Offer, the Panel has agreed, subject to the requisite
Ordinary Resolution being passed on a poll of Independent Atlantic Global
Shareholders at the General Meeting to be held by Atlantic Global, to allow the
EB Offer to be made on the terms and subject to the conditions of the Share
Exchange Deed and the Loan Note Instrument notwithstanding the fact that the
opportunity to participate in such arrangements is not being extended to all
Atlantic Global Shareholders.
Accordingly, a notice will be sent to Atlantic Global Shareholders convening the
General Meeting at which the Ordinary Resolution to approve the EB Offer,
pursuant to the Code, will be proposed. In accordance with the requirements of
the Code, only the Independent Atlantic Global Shareholders will be permitted to
vote on the Ordinary Resolution, which will be taken on a poll. The Offer is
conditional, inter alia, upon the passing of the Ordinary Resolution.
7. Arrangements with Adrian Bradshaw
On 27 September 2011 Adrian Bradshaw entered into separate arrangements with the
Company and with Eugene Blaine in respect of cash payments to be made to him
for GBP 35,000 plus VAT and GBP 22,000 plus VAT respectively. These payments are
subject to the Offer becoming unconditional and are in respect of his extra time
and responsibilities in connection with the Offer process. Pursuant to Rule 21
of the City Code the payment by the Company is subject to shareholder approval
and a Resolution will be put to shareholders at the meeting to approve these
arrangements. The passing of this resolution is not a condition of the Offer.
The directors of Atlantic Global (excluding Adrian Bradshaw) have agreed to vote
in favour of this resolution in respect of their 12,625,295 ordinary shares
representing 56.40 per cent. of the issued share capital, and also in respect of
any Atlantic Global Shares to be issued to them pursuant to the exercise of
Atlantic Global Options held by them. Adrian Bradshaw will not vote on this
resolution. Owing to the nature of these payments it has been agreed that Adrian
Bradshaw has a conflict of interest and should not participate in the
Independent Directors' decision to recommend that shareholders accept the Offer
or vote in favour of the EB Offer.
Adrian Bradshaw will resign as a director of the Company upon the Offer becoming
unconditional.
8. Management, employees and locations
KeyedIn values the skills, knowledge and expertise of Atlantic Global's existing
management and employees and expects them to play an important role in the
further development and continuing growth of the Atlantic Global business.
Furthermore, KeyedIn does not intend to close or to change the location of
Atlantic Global's place of business, make any redundancies, or to redeploy any
of Atlantic Global's fixed assets or effect a material change in any conditions
of employment (save for the new service contracts to be entered into by Eugene
Blaine and Paul Gleghorn, which are broadly on the same terms as their current
service contracts with Atlantic Global, as detailed below) and has confirmed to
the Independent Directors that the existing employment rights, including pension
rights, of all Atlantic Global employees will be fully safeguarded upon the
Offer becoming, or being declared, unconditional in all respects.
Eugene Blaine will be entering into a new service contract with KeyedIn
effective on the Offer being declared unconditional in all respects, which is
broadly on the same terms as his current service contract with Atlantic Global,
save that the service contract will appoint him as Chief Technical Officer for a
fixed term of two years and will decrease his notice period from not less than
12 months prior written notice to not less than 6 months and increase his salary
from GBP79,704 to GBP100,000. In conjunction with this, Eugene Blaine will also
enter into a compromise agreement with Atlantic Global in respect of his current
employment. Eugene Blaine's role will be more focussed on product technology.
Similarly, Paul Gleghorn will also enter into a new service contract with
KeyedIn effective on the Offer being declared unconditional in all respects,
which is broadly on the same terms as his current service contract with Atlantic
Global, save that the service contract will appoint him as Product Development
Director for a fixed term of two years and increase his salary from GBP54,995 to
GBP60,500. In conjunction with this, Paul Gleghorn will also enter into a
compromise agreement with Atlantic Global in respect of his current employment.
Paul Gleghorn will continue in his current role.
Rupert Hutton will continue as Finance Director and Adrian Bradshaw has signed a
letter of resignation which is conditional upon the Offer becoming, or being
declared, unconditional in all respects.
9. Irrevocable Undertakings to accept the Offer and vote in favour of the
Ordinary Resolution
The Independent Directors have irrevocably undertaken to accept the Offer in
respect of a total of 1,040,028 Offer Shares, representing approximately 5.11
per cent. of the Offer Shares and to vote in favour of the Ordinary Resolution
in respect of a total of 1,040,028 Eligible Voting Shares, representing
approximately 9.63 per cent. of the Eligible Voting Shares, and also in respect
of any Atlantic Global Shares to be issued pursuant to the exercise of Atlantic
Global Options held by them. The undertakings provided by the Independent
Directors will continue to be binding, even in the event of a higher offer for
Atlantic Global by a competing third party and cannot be withdrawn unless the
Offer lapses or is withdrawn.
The following Independent Atlantic Global Shareholders have entered into
irrevocable undertakings to accept the Offer in respect of the following Offer
Shares and to vote in favour of the Ordinary Resolution in respect of the
following Eligible Voting Shares:
Total number of Percentage of Percentage of Offer
Atlantic Eligible Voting Shares
Global Shares Shares
Name
Rupert Hutton 59,000 0.55% 0.29%
Paul Gleghorn (1) 981,028 9.08% 4.82%
1. Includes 203,568 Offer Shares held by Mrs Rachel Jane Gleghorn, wife of Paul
Gleghorn
KeyedIn has also received irrevocable undertakings from the following
institutional shareholders of Atlantic Global to accept the Offer in respect of
the following Offer Shares and to vote in favour of the Ordinary Resolution in
respect of the following Eligible Voting Shares:
Total number of Percentage of Percentage of Offer
Atlantic Eligible Voting Shares
Global Shares Shares
Name
Herald Investment 629,000 5.82% 3.09%
Management Limited
Octopus Investments 741,000 6.86% 3.64%
Nominees
Rathbone Nominees 1,040,000 9.63% 5.11%
Limited
Adrian Bradshaw has irrevocably undertaken to accept the Offer in respect of his
514,980 Offer Shares, representing 2.53 per cent. of the Offer Shares, and also
in respect of any Atlantic Global Shares to be issued to him pursuant to the
exercise of Atlantic Global Options held by him. The undertaking provided by
Adrian Bradshaw will continue to be binding even in the event of a higher offer
for Atlantic Global by a competing third party and cannot be withdrawn unless
the Offer lapses or is withdrawn.
Eugene Blaine has irrevocably undertaken to accept the Offer in respect of the
EB Offer Shares, which amount to 9,539,812 Offer Shares, representing 46.90 per
cent. of the Offer Shares. The undertaking provided by Eugene Blaine will
continue to be binding even in the event of a higher offer for Atlantic Global
by a competing third party and cannot be withdrawn unless the Offer lapses or is
withdrawn.
Accordingly, KeyedIn has received, in aggregate, irrevocable undertakings in
respect of a total of:
* 13,504,820 Offer Shares, to accept the Offer representing approximately
66.40 per cent. of the Offer Shares; and
* 3,965,008 Eligible Voting Shares to vote in favour of the Ordinary
Resolution, representing approximately 36.71 per cent. of the Eligible
Voting Shares.
10. Information relating to KeyedIn
KeyedIn is a limited liability company incorporated in England and Wales for the
purposes of making the Offer and is a wholly-owned subsidiary of KeyedIn
Solutions LLC ("KeyedIn Solutions"). KeyedIn has not traded since its
incorporation and the only obligations that it has entered into are in
connection with implementing the Offer. The directors of KeyedIn Solutions are
George Klaus and Lauri Klaus.
KeyedIn Solutions is a Delaware limited liability company formed under the
Delaware Limited Liability Act (Title 6, Chapter 18 of the Delaware Code).
KeyedIn Solutions is currently a wholly-owned company of George Klaus and is a
software and consulting company based in Minneapolis, Minnesota.
KeyedIn Solutions was founded by a team of technology leaders with deep
experience in developing and delivering technology applications in areas such as
ERP, professional services automation and project management. The company offers
both SaaS solutions and consulting services to help mid-market organisations
gain control and visibility over their resource capability and deployment,
streamline workflow processes, increase operational efficiency, and achieve cost
savings and improved business performance. KeyedIn Solutions helps mid-market
companies maximise their assets to streamline workflow, increase efficiency and
save money with full-featured, easy-to-use, centrally-hosted online applications
for enterprise resource planning. KeyedIn Solutions has a growth strategy based
on both the internal organic development of its existing contacts and further
acquisitions to increase the range of products and access to customers. The
KeyedIn culture is customer focussed with a simple philosophy that prioritises
customers, employees and the investors, in that order of priority. The
management culture is open and inclusive with an underlying focus on personal
and company performance.
George Klaus, now an investor in KeyedIn, has over 30 years of experience in the
high technology industry and served as CEO and president of Epicor from February
1996 to May 2011, a global leader dedicated to providing integrated enterprise
resource planning, customer relationship management, supply chain management and
professional services automation software to the midmarket and divisions of the
Global 1000. Epicor delivers end to end, industry specific solutions for the
manufacturing, distribution, retail, hospitality and services sector. George
Klaus retired from Epicor following its merger with Activant. George Klaus holds
a Bachelor of Science degree in mathematics from California State University
Northridge and did graduate work in maths and business at the University of
California, Los Angeles. He currently serves on the University of California,
Irvine Information and Computer Science CEO Advisory Board. Under George Klaus,
Epicor has been named "100 Fastest-Growing Companies" by Fortune and Business
2.0. and Software Magazine's "Software 500" Manufacturing Business. George led
Epicor from $30 million to a valuation of $980 million and Epicor has become one
of the largest global enterprise resource planning (ERP) providers in the
software sector. George led Epicor's various acquisitions including Scala
Business Solutions in 2004 and CRS Retail Systems in 2005.
Lauri Klaus, spouse of George Klaus, founder and Chief Executive Officer of
KeyedIn, brings an extensive background in sales and services management to
KeyedIn Solutions. During her 15 years at Epicor Software from February 1996 to
May 2011, Lauri's responsibilities ranged from development to Executive Vice
President of Worldwide Sales and Services. As Executive Vice President, Lauri
managed more than 1400 sales and services professionals worldwide, generating
nearly $200 million in annual revenue.
11. Financing and cash confirmation
The consideration payable under the Offer will be funded entirely through loans
provided by each of KeyedIn Solutions and George Klaus with no requirement for
any funding from third party providers of debt finance to KeyedIn.
Atherton Lane Advisors, LLC, professional advisers to KeyedIn, have confirmed
that they are satisfied that sufficient resources are available to KeyedIn to
satisfy the full cash consideration payable to Atlantic Global Shareholders
under the terms of the Offer and participants in the Atlantic Global Share
Options Schemes under the proposals to be made to such participants.
12. Information relating to Atlantic Global
Atlantic Global is a public limited company incorporated in England and Wales
with company number 04168028 and registered office at Maple House, Woodland
Park, Cleckheaton, West Yorkshire BD19 6BW. Atlantic Global is a SaaS and on-
premise software vendor to customers of enterprise project and resource
management software solutions that are used to manage the delivery of large
programmes of work.
Atlantic Global's offering of Project Portfolio Management and Professional
Services Automation have evolved around the needs of customers to provide a
cloud-based product that can be configured to meet the needs of its multi-
national customers. The software products are delivered either on a SaaS basis -
"Atlantic Global OnDemand" or via the traditional on-premise basis.
13. Current trading and prospects of Atlantic Global
Trading Results
Despite the difficult economic climate, the Group maintained its program of
research and development and invested in a number of partnerships during 2011.
Atlantic Global secured an increasing number of blue-chip on-premise and on-
demand customers during the second six months of the year to 31 December 2011.
The directors of Atlantic Global expect that the results for the year will be
satisfactory.
Outlook
The pipeline of new business prospects remains good and further significant
progress has been made on several partnership opportunities, with the Group
securing its first revenue from its partnership in the Middle East. The
investment in research and development introduced several new areas of
functionality which greatly enhances the commercial appeal of the overall
solution, and is expected to have a significant benefit to sales in 2012. This
belief is supported by the Group securing material contracts with an existing
global customer which the board of Atlantic Global expects to generate further
material revenue during 2012.
The Group has already secured, in deferred income, a significant proportion of
its budgeted support and SaaS revenue for 2012. For the reasons outlined above,
and the positive feedback regarding the Group's updated suite of products from
partners and potential customers, the directors of Atlantic Global are pleased
to report an encouraging start to 2012.
14. Atlantic Global Share Option Schemes
The Offer extends to any Offer Shares which are unconditionally allotted or
issued fully paid (or credited as fully paid) prior to the date on which the
Offer closes (or such earlier date as KeyedIn may, subject to the Code and/or
with the consent of the Panel, determine) as a result of the exercise of options
granted under the Atlantic Global Share Option Schemes. Participants in the
Atlantic Global Share Option Schemes will be contacted and appropriate proposals
will be made to such participants at the time of posting the Offer Document. At
the date of this announcement options over a maximum of 2,083,264 Atlantic
Global Shares are outstanding.
15. Atlantic Global cancellation of trading on AIM, re-registration as a private
company and intention to compulsorily purchase Offer Shares
If KeyedIn receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent. or more of the Offer Shares, KeyedIn will exercise its
rights pursuant to sections 974 to 991 of the Companies Act to acquire
compulsorily the remaining Offer Shares in respect of which the Offer has not
been accepted following the Offer becoming or being declared unconditional in
all respects.
It is also intended that, following the Offer becoming or being declared
unconditional in all respects and subject to any applicable regulatory
requirements, KeyedIn will procure that Atlantic Global applies to the London
Stock Exchange for the cancellation of trading in Atlantic Global's Shares on
AIM. De-listing would significantly reduce the liquidity and marketability of
any Offer Shares not acquired by KeyedIn.
KeyedIn will also seek to procure the re-registration of Atlantic Global as a
private company.
16. Overseas Shareholders
The availability of the Offer to Independent Atlantic Global Shareholders who
are not resident in the UK 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. If you remain
in any doubt, you should consult your professional adviser in the relevant
jurisdiction without delay.
17. Anticipated timetable
KeyedIn will dispatch the Offer Document to Atlantic Global Shareholders and,
for information only, to holders of Atlantic Global Options as soon as
practicable and, in any event, within 28 days of the date of this announcement
(unless agreed otherwise with the Panel).
18. Further details of the Offer
The Offer will be subject to the conditions and the further terms set out in
Appendix I to this announcement and the additional terms to be set out in the
Offer Document when issued. Appendix II to this announcement contains the
sources and bases of certain information set out in this announcement. Appendix
III to this announcement contains definitions of certain terms used in this
announcement.
19. Documents on display
Copies of the following documents will be available, free of charge, on Atlantic
Global's website at www.atlantic-ec.com/investors.html on by no later than 12pm
on the Business Day following the date of this announcement:
* the loans referred to in paragraph 11;
* the Share Exchange Deed;
* the Loan Note Instrument;
* the irrevocable undertakings referred to in this announcement; and
* a copy of this announcement.
Atlantic Global and KeyedIn will provide, without charge, to each person to whom
a copy of this announcement has been delivered, upon their written request, a
copy of any documents or information incorporated by reference in this
announcement. Copies of any documents or information incorporated by reference
into this announcement will not be provided unless such a request is made. You
may also request that all future documents, announcements and information to be
sent to you in relation to the Offer should be in hard copy form. Requests for
copies of any such documents or information should be directed to the Company
Secretary of Atlantic Global, on +44 (0) 1274 863300 or Alison Starr of Pinsent
Masons LLP on +44 (0) 113 244 5000.
Appendix I
Conditions and Further Terms of the Offer
Part A: Conditions of the Offer
1. Definitions and Interpretations
1.1 Except where the context requires otherwise, any reference in this Appendix
I to:
1.1.1 "acting in concert with KeyedIn" is a reference to a person acting or
deemed to be acting in concert with KeyedIn for the purposes of the
Code and/or the Offer;
1.1.2 "Data Room" means the electronic data room set up and established by
Atlantic Global containing the materials and information made
available for inspection by KeyedIn and their advisers and to which
KeyedIn had access prior to the date of this announcement, an index of
which has been agreed by Atlantic Global and KeyedIn;
1.1.3 "Disclosed" means fairly disclosed by Atlantic Global in the Data Room
(with sufficient details to enable KeyedIn to identify the nature and
scope of the matter disclosed and to make an informed and accurate
assessment of the matter concerned) prior to the Announcement Date;
1.1.4 "the Offer becoming unconditional" means the Acceptance Condition and
the further conditions of the Offer set out in paragraph 3 of this
Part A of Appendix I becoming satisfied, and references to the Offer
having become or not become unconditional shall be construed
accordingly;
1.1.5 "Wider Atlantic Global Group" means Atlantic Global and its
subsidiaries and subsidiary undertakings, associated undertakings
(including any joint venture, partnership, firm or company in which
any member of the Group is interested) or any other undertaking in
which Atlantic Global and/or such undertakings (aggregating their
interests) have a significant interest.
2. Acceptance Condition
The Offer is conditional on valid acceptances being received (and not, where
permitted, withdrawn) by not later than 1.00 p.m. (London time) on the First
Closing Date (or such later time(s) and/or date(s) as KeyedIn may, subject to
the rules of the Code or with the consent of the Panel, decide) in respect of
such number of Offer Shares which, together with the Offer Shares acquired or
agreed to be acquired by KeyedIn or parties acting in concert with KeyedIn
before or during the Offer Period (whether pursuant to the Offer or otherwise),
will result in KeyedIn and any person acting in concert with it holding Offer
Shares carrying more than 90 per cent. (or such lower percentage, but not lower
than 50 per cent., as KeyedIn may decide) of the voting rights then normally
exercisable at a general meeting of Atlantic Global. For the purpose of this
condition, Offer Shares which have been unconditionally allotted but not issued
before the Offer becomes unconditional, whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise, shall be deemed to
carry the voting rights which they will carry on issue.
3. Certain further conditions of the Offer
Subject to the requirements of the Panel, the Offer will be conditional upon the
following further conditions:
Passing the Ordinary Resolution to approve the EB Offer
3.1 the passing at the General Meeting (or at any adjournment of the meeting) of
the Ordinary Resolution by the Independent Atlantic Global Shareholders to
approve the EB Offer;
Notifications, waiting periods and authorisations
3.2 all material notifications, filings or applications which are necessary
having been made in connection with the Offer and all necessary waiting
periods (including any extensions thereof) under any applicable legislation
or regulation of any jurisdiction having expired, lapsed or been terminated
(as appropriate) and all statutory and regulatory obligations in any
jurisdiction having been complied with in respect of the Offer and the
acquisition or the proposed acquisition of any shares or other securities
in, or control or management of, Atlantic Global by KeyedIn, in each case
where the absence of such notification, filing or application would have a
material adverse effect on KeyedIn or the Wider Atlantic Global Group in
each case taken as a whole, and all authorisations necessary in respect
thereof having been obtained in terms and in a form reasonably satisfactory
to KeyedIn, acting reasonably, from all appropriate third parties or
(without prejudice to the generality of the foregoing) from any person or
bodies with whom any member of the Wider Atlantic Global Group or KeyedIn
has entered into contractual arrangements and all such authorisations
necessary to carry on the business of any member of the Wider Atlantic
Global Group in any jurisdiction in which Atlantic Global carries on
business remaining in full force and effect at the time at which the Offer
becomes otherwise wholly unconditional and no notice of an intention to
revoke or not to renew such authorisations having been made where, in each
case, absence of such authorisation would have a material adverse effect on
the Wider Atlantic Global Group taken as a whole;
Antitrust and regulatory
3.3 no antitrust regulator, government, governmental, quasi governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade, agency, association, institution or any statutory person in
any jurisdiction in which Atlantic Global carries on business (a "Relevant
Jurisdiction" and each a "Third Party") having, without the consent of
KeyedIn, given notice in writing of a decision to take, institute, implement
or threaten in writing any action, proceeding, suit, investigation, enquiry
or reference (and in each case, not having withdrawn the same), or having
required any action to be taken or otherwise having done anything, or having
enacted, made or proposed any statute, regulation, decision, order or change
to published practice (and in each case, not having withdrawn the same) (in
each case which would be material in the context of the Wider Atlantic
Global Group) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be expected
to:
3.3.1 require, prevent or materially delay the divestiture or materially
alter the terms envisaged for such divestiture by KeyedIn or by any
member of the Wider Atlantic Global Group of all or any material part
of its businesses, assets or property or impose any limitation on the
ability of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or
properties (or any part thereof) (in any case to an extent which is
material in the context of the Wider Atlantic Global Group, as the
case may be, taken as a whole);
3.3.2 except pursuant to Chapter 3 of Part 28 of the Companies Act, require
KeyedIn or the Wider Atlantic Global Group to acquire or offer to
acquire any shares, other securities (or the equivalent) or interest
in any member of the Wider Atlantic Global Group (other than in
connection with the implementation of the Offer);
3.3.3 impose any material limitation on, or result in a material delay in,
the ability of KeyedIn directly or indirectly to acquire, hold or to
exercise effectively all or any rights of ownership in respect of
shares or other securities in Atlantic Global or on the ability of any
member of the Wider Atlantic Global Group or KeyedIn directly or
indirectly to hold or exercise effectively all or any rights of
ownership in respect of shares or other securities (or the equivalent)
in, or to exercise voting or management control over, any member of
the Wider Atlantic Global Group, in each case to an extent which is
material in the context of the KeyedIn or the Wider Atlantic Global
Group taken as a whole;
3.3.4 otherwise materially adversely affect the business, assets or profits
of any member of the Wider Atlantic Global Group to an extent in any
such case which is material in the context of the Wider Atlantic
Global Group taken as a whole;
3.3.5 result in any member of the Wider Atlantic Global Group ceasing to be
able to carry on business to the extent conducted at the date of the
Offer Document under any name under which it presently carries on
business;
3.3.6 make the Offer, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control or
management of, Atlantic Global by KeyedIn void, unenforceable and/or
illegal under the laws of any Relevant Jurisdiction, or otherwise,
directly or indirectly materially prevent or prohibit, restrict,
restrain or delay to a material extent or otherwise materially delay
the implementation of, or impose material additional conditions or
obligations with respect to, or otherwise materially challenge or
require material adverse amendment of the Offer or the acquisition of
any shares or other securities in, or control or management of,
Atlantic Global by KeyedIn;
3.3.7 require, prevent or materially delay a divestiture by KeyedIn of any
shares or other securities (or the equivalent) in any member of the
Wider Atlantic Global Group (in any case to an extent which is
material in the context of the Wider Atlantic Global Group taken as a
whole or KeyedIn); or
3.3.8 impose any material limitation on the ability of KeyedIn or of any
member of the Wider Atlantic Global Group to integrate all or any part
of its business with all or any part of the business of KeyedIn and/or
any other member of the Wider Atlantic Global Group (in any case to an
extent which is material in the context of the Wider Atlantic Global
Group taken as a whole or KeyedIn), and all applicable waiting and
other time periods (including any extensions thereof) during which any
such Third Party could decide to take, institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any Relevant
Jurisdiction in respect of the Offer or the acquisition or proposed
acquisition of any Atlantic Global Shares having expired, lapsed or
been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
3.4 save as Disclosed, there being no provision of any arrangement, agreement,
lease, licence, franchise, permit or other instrument to which any member of
the Wider Atlantic Global Group is a party or by or to which any such member
or any of its assets is or may be bound or be subject which, as a
consequence of the Offer or the acquisition or the proposed acquisition by
KeyedIn of any shares or other securities in Atlantic Global or because of a
change in the control or management of any member of the Wider Atlantic
Global Group would or might reasonably be expected to result in:
3.4.1 any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
Atlantic Global Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member to
borrow monies or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;
3.4.2 the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of any member of the Wider Atlantic Global Group or any such
mortgage, charge or other security interest (whenever created, arising
or having arisen) becoming enforceable;
3.4.3 any such arrangement, agreement, lease, licence, franchise, permit or
other instrument being terminated or the rights, liabilities,
obligations or interests of any member of the Wider Atlantic Global
Group being adversely modified or any obligation or liability arising
or any adverse action being taken or arising thereunder;
3.4.4 any liability of any member of the Wider Atlantic Global Group to make
any severance termination, bonus or other payment to any of its
directors, or other officers;
3.4.5 any member of the Wider Atlantic Global Group ceasing to be able to
carry on business under any name under which it presently carries on
business;
3.4.6 the financial or trading position of, any member of the Wider Atlantic
Global Group being prejudiced or adversely affected in any material
respect; or
3.4.7 the creation of any liability (actual or contingent) by any member of
the Wider Atlantic Global Group other than trade creditors or other
liabilities incurred in the ordinary course of business, and no event
having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to
which any member of the Wider Atlantic Global Group is a party or by
or to which any such member or any of its assets are bound, entitled
or subject, would or might reasonably be expected to result in any of
the events or circumstances as are referred to in conditions 3.4.1 to
3.4.7 to an extent in any such case which is material in the context
of the Wider Atlantic Global Group taken as a whole;
Certain events occurring since the Announcement Date
3.5 no member of the Wider Atlantic Global Group having since the Announcement
Date:
3.5.1 issued or agreed to issue or authorised or announced its intention to
authorise or propose the issue, of additional shares of any class, or
securities or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such
shares, securities or convertible securities or transferred or sold
or agreed to transfer or sell or authorised or proposed the transfer
or sale of Atlantic Global Shares out of treasury (except, in each
case, where relevant, as between Atlantic Global and wholly owned
subsidiaries of Atlantic Global or between the wholly owned
subsidiaries of Atlantic Global and except for the issue or transfer
out of treasury of Atlantic Global Shares on the exercise of employee
share options or vesting of employee share awards in the ordinary
course under the Atlantic Global Share Option Schemes);
3.5.2 recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than dividends (or other
distributions whether payable in cash or otherwise) lawfully paid or
made by any wholly owned subsidiary of Atlantic Global to Atlantic
Global or any of its wholly owned subsidiaries;
3.5.3 other than pursuant to the Offer, implemented, effected, authorised
or announced its intention to implement, effect or authorise any
merger, demerger, reconstruction, amalgamation, scheme, commitment or
acquisition or disposal of assets or shares or loan capital (or the
equivalent thereof) in any undertaking or undertakings;
3.5.4 disposed of, or transferred, mortgaged or created any security
interest over any asset or any right, title or interest in any asset
or authorised or announced any intention to do so;
3.5.5 issued, authorised or announced an intention to authorise, the issue
of or made any change in or to the terms of any debentures or become
subject to any contingent liability or (other than trade credit
incurred in the ordinary course of business) incurred or increased
any indebtedness of any aggregate amount which is material in the
context of the Wider Atlantic Global Group taken as a whole;
3.5.6 entered into or varied or authorised or announced its intention,
other than in the ordinary course of business, to enter into or vary
any contract, arrangement, agreement, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is
material in the context of the Wider Atlantic Global Group taken as a
whole;
3.5.7 entered into or varied the terms of, or made any offer (which remains
open for acceptance) to enter into or vary the terms of any contract,
service agreement, commitment or arrangement with any director of
Atlantic Global (other than pursuant to the implementation of the
Offer);
3.5.8 proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment
or termination of employment of any employee of the Wider Atlantic
Global Group;
3.5.9 purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced
or made any other change to any part of its share capital;
3.5.10 waived, compromised or settled any claim which is material in the
context of the Wider Atlantic Global Group taken as a whole;
3.5.11 terminated or varied the terms of any agreement or arrangement
between any member of the Wider Atlantic Global Group and any other
person in a manner which would have a material adverse effect on the
financial position of the Wider Atlantic Global Group taken as a
whole;
3.5.12 made any alteration to its articles of association or other
incorporation documents;
3.5.13 been unable, or admitted in writing that it is unable to pay its
debts or commenced negotiations with one or more of its creditors
with a view to rescheduling or restructuring any material part of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business;
3.5.14 taken any corporate action or had any legal proceedings instituted or
threatened in writing against it in relation to its winding-up,
dissolution reorganisation or for the appointment of a receiver,
administrator, manager, administrative receiver, trustee or similar
officer of all or any material part of its assets or revenues or any
analogous or equivalent steps or proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such
person appointed;
3.5.15 made, authorised or announced an intention to propose any change in
its loan capital to an extent in any such case which is material in
the context of the Wider Atlantic Global Group taken as a whole; or
3.5.16 entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer to effect any of the
transactions, matters or events referred to in this condition 3.5
which in any such case is material in the context of the Wider
Atlantic Global Group as a whole;
No adverse change, litigation, regulatory enquiry or similar
3.6 since the Announcement Date there has been:
3.6.1 no adverse change having occurred in the business, assets, financial
or trading position or profits of any member of the Wider Atlantic
Global Group which is material in the context of the Wider Atlantic
Global Group taken as a whole;
3.6.2 no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened in writing, announced or instituted
by or against or remaining outstanding against or in respect of, any
member of the Wider Atlantic Global Group or to which any member of
the Wider Atlantic Global Group is or could reasonably be expected to
become a party (whether as claimant, defendant or otherwise) having
been threatened in writing, announced, instituted or remaining
outstanding by, against or in respect of, any member of the Wider
Atlantic Global Group which is material in the context of the Wider
Atlantic Global Group taken as a whole;
3.6.3 no enquiry, review or investigation by, or complaint or reference to,
any third party against or in respect of any member of the Wider
Atlantic Global Group having been threatened in writing, announced or
instituted or remaining outstanding by, against or in respect of any
member of the Wider Atlantic Global Group which in any such case is
material in the context of the Wider Atlantic Global Group taken as a
whole;
3.6.4 no contingent or other liability in respect of any member of the Wider
Atlantic Global Group having arisen or increased other than in the
ordinary course of business which is reasonably likely to materially
affect adversely the business, assets, financial or trading position
or profits of any member of the Wider Atlantic Global Group; and
3.6.5 no steps having been taken and no omissions having been made which are
reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the
Wider Atlantic Global Group which is necessary for the proper carrying
on of its business;
No discovery of certain matters regarding information, liabilities and
intellectual property
3.7 save as Disclosed, KeyedIn not having discovered:
3.7.1 that any financial, business or other information concerning the Wider
Atlantic Global Group that has been publicly announced or otherwise
publicly disclosed prior to the Announcement Date by or on behalf of
any member of the Wider Atlantic Global Group is misleading, contains
a misrepresentation of any fact, or omits to state a fact necessary to
make that information not materially misleading;
3.7.2 that any member of the Wider Atlantic Global Group is, otherwise than
in the ordinary course of business, subject to any liability,
contingent or otherwise and which is material in the context of the
Wider Atlantic Global Group taken as a whole;
3.7.3 that any past or present member of the Wider Atlantic Global Group has
not complied in any material respect with all applicable legislation,
regulations of any jurisdiction or any notice or requirement of any
authorisations relating to the business of the Wider Atlantic Global
Group which in any such case is material in the context of the Wider
Atlantic Global Group taken as a whole;
3.7.4 in relation to any intellectual property owned, used or licensed by
the Wider Atlantic Global Group or to any third parties that:
(a) any member of the Wider Atlantic Global Group has lost its title
to any intellectual property or any intellectual property owned,
used or licensed by the Wider Atlantic Global Group has been
revoked, cancelled or declared invalid and in either case the
absence of which would be material in the context of the Wider
Atlantic Global Group taken as a whole;
(b) any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Atlantic Global Group
has been terminated or varied the effect of which would be
material in the context of the Wider Atlantic Global Group taken
as a whole; or
(c) any claim has been filed or threatened alleging that any member of
the Wider Atlantic Global Group has infringed any intellectual
property rights of any third party or any member of the Wider
Atlantic Global Group has been found to have infringed the
intellectual property rights of a third party, which, in each
case, is material in the context of the Wider Atlantic Global
Group taken as a whole.
Part B: Further Terms of the Offer
The following further terms apply, unless the context requires otherwise, to the
Offer.
1. Further terms of the Offer
1.1 The Offer will lapse unless the conditions set out above are fulfilled or
(if capable of waiver) waived or, where appropriate, have been determined
by KeyedIn in its reasonable opinion to be or to remain satisfied no later
than twenty-one days after the later of: (i) the First Closing Date or;
(ii) the date on which the Offer becomes or is declared unconditional as to
acceptances, or such later date as the Panel may agree. KeyedIn shall be
under no obligation to waive (if capable of waiver), to determine to be or
remain satisfied, or to treat as fulfilled any of the further conditions
set out at paragraphs 3.2 to 3.5 (inclusive) of Part A of this Appendix I
by any date earlier than the latest date specified above for fulfilment of
that condition.
1.2 KeyedIn reserves the right to waive, in whole or in part, all or any of the
further conditions set out at paragraphs 3.2 to 3.5 (inclusive) of Part A
of this Appendix I by any date earlier than the latest date specified above
for fulfilment of that condition.
1.3 KeyedIn shall be under no obligation to waive or treat as satisfied any of
the further conditions set out at paragraphs 3.2 to 3.5 (inclusive) of Part
A of this Appendix I by a date earlier than the latest date specified above
for the satisfaction thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any such
conditions may not be capable of fulfilment. If KeyedIn is required by the
Panel to make an offer for Atlantic Global under the provisions of Rule 9
of the Code, KeyedIn may make such alterations to the conditions as are
necessary to comply with the provisions of that Rule.
1.4 Under Rule 13.5 of the Code, KeyedIn may not invoke a condition to the
Offer so as to cause the Offer not to proceed, to lapse, or to be withdrawn
unless the circumstances which give rise to the right to invoke the
condition are of material significance to KeyedIn in the context of the
Offer. The acceptance condition contained in paragraph 2 of Part A of this
Appendix I is not subject to this provision of the Code.
1.5 The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. Persons who are
not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
1.6 If the Offer lapses, the Offer will cease to be capable of further
acceptances and accepting Atlantic Global Shareholders and KeyedIn shall
cease to be bound by acceptances submitted at or before the time when the
Offer so lapses.
1.7 KeyedIn may, with the agreement of the Independent Directors and the Panel,
elect to implement the acquisition by way of a court-sanctioned scheme of
arrangement under Part 26 of the Companies Act. Any such scheme of
arrangement will be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which would apply to the Offer.
1.8 The Offer Shares will be transferred to KeyedIn fully paid with full title
guarantee and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and other third party rights or
interests and together with all rights attaching to such Offer Shares,
including, without limitation, the right to receive all dividends and other
distributions (if any) announced, declared, made or paid after the
Announcement Date.
1.9 This Offer will be governed by English Law and will be subject to the
jurisdiction of the English courts and the conditions set out in this
announcement and in the Offer Document.
1.10 The conditions in Part A of this Appendix I and the further terms set out
in Part B of this Appendix I and the Form of Acceptance to be included in
the Offer Document apply to the Offer.
1.11 Unless the context otherwise requires, any reference in Part B of this
Appendix I and in the Form of Acceptance to be included in the Offer
Document:
1.11.1 to the Offer includes any revision, variation, renewal or extension
thereof and also (where the context requires) any election or
alternative available in connection with the Offer or any revision,
variation, renewal or extension thereof;
1.11.2 to the Offer being, becoming or being declared unconditional is to
the Acceptance Condition and the further conditions set out in
paragraph 3 of Part A of this Appendix I being, becoming or being
declared satisfied, whether or not any other condition of the Offer
remains to be fulfilled;
1.11.3 to the Acceptance Condition is to the condition as to the
acceptances in paragraph 2 of Part A of this Appendix I and any
reference to the Offer becoming unconditional as to acceptances is
to be construed accordingly;
1.11.4 to this announcement, the Offer Document and any other document
containing the Offer; and
1.11.5 to an extension of the Offer shall include an extension of the date
by which the Acceptance Condition is or was to be satisfied.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATIONS
Unless otherwise stated:
(i) the financial information relating to Atlantic Global is extracted from the
audited consolidated financial statements of Atlantic Global for the financial
year ended 31 December 2010 or from the interim statement of Atlantic Global for
the six months ended 30 June 2011.
(ii) The value of Atlantic Global as implied by the Offer Price is based on the
issued ordinary share capital as at 28 September 2011 (the last practicable date
prior to the commencement of the Offer Period) being:
(A) existing issued ordinary share capital of 22,385,350 Atlantic Global
Shares; and
(B) 24,468,614 Atlantic Global Shares being the maximum number of ordinary
shares that can be in issue assuming the full exercise of all outstanding
options (where the exercise price under such options is below 22 pence per
share) granted under the Atlantic Global Share Option Schemes.
(iii) The closing mid-market share prices are derived from the AIM Appendix to
the Daily Official List.
(iv) As at 28 September 2011 being the last practicable date prior to
commencement of the Offer Period:
(A) 10,800,083 Eligible Voting Shares were in issue: and
(B) the maximum number of Eligible Voting Shares that can be in issue,
assuming no outstanding options granted under the Atlantic Global Share
Option Schemes are exercised, is 10,800,083.
APPENDIX III:
Definitions
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Acceptance Condition" the condition as to acceptances relating
to the Offer set out in paragraph 2 of
Part A of Appendix I
"Atlantic Global" Atlantic Global plc (Company No.
04168028) a public company limited by
shares, incorporated in England and
Wales, whose registered office is at
Maple House Woodland Park, Bradford Road
Chain Bar, Cleckheaton, West Yorkshire
BD19 6BW
"Atlantic Global Directors" the directors of Atlantic Global, being
Eugene Blaine, Rupert Hutton, Paul
Gleghorn and Adrian Bradshaw and
"Atlantic Global Director" means any one
of them
"Atlantic Global Issued Share Capital" the 22,385,350 Atlantic Global Shares in
issue at the date of this announcement
"Atlantic Global Options" the options granted under or pursuant to
the Atlantic Global Share Option Schemes
"Atlantic Global Share Option Schemes" the Atlantic Global plc Enterprise
Management Incentive Plan and the
Atlantic Global plc Unapproved Executive
Share Option Plan
"Atlantic Global Shareholders" or the registered holders of Atlantic
"Shareholders" Global Shares from time to time
"Atlantic Global Shares" the existing issued or unconditionally
allotted and fully paid ordinary shares
of 5 pence each in Atlantic Global and
any further such shares which are
unconditionally allotted or issued and
fully paid up or credited as fully paid
up (including pursuant to the Atlantic
Global Share Option Schemes) on or
before the time at which the Offer
ceases to be open for acceptance (or
such earlier time, as KeyedIn may, with
the Panel's consent or in accordance
with the Code, decide)
"AIM" the AIM market of the London Stock
Exchange
"Announcement Date" the date of this announcement
"business day" a day on which banks are normally open
for business in London
"Closing Price" the closing middle market quotation of
the relevant share as derived from the
Official List of the UK Listing
Authority
"Code" The City Code on Takeovers and Mergers
"Companies Act" the Companies Act 2006, as amended
"Daily Official List" the AIM Appendix of the Daily official
List of the London Stock Exchange
"Daniel Stewart" Daniel Stewart & Company Plc, the
financial and Rule 3 adviser to Atlantic
Global
"dealing day" any day on which the London Stock
Exchange is open for business in the
trading of securities admitted to the
Official List
"Dealing Disclosure" as defined in the Code
"EB Offer" means the offer being made to Eugene
Blaine to sell his Roll-over Shares in
consideration for a mixture of KeyedIn
Ordinary Shares (pursuant to the terms
of the Share Exchange Deed) and Loan
Notes (pursuant to the terms of the Loan
Note Instrument) and the entering into
by Eugene Blaine of the EB Service
Contract
"EB Service Contract" the service contract to be entered into
between Eugene Blaine and KeyedIn
(details of which are set out in
paragraph 7 of this announcement)
"EB Offer Shares" the 9,539,812 EB Shares as at the close
of business on 23 January 2012 (being
the latest practicable date prior to the
publication of this announcement), save
for the Roll-over Shares which are to be
sold to KeyedIn pursuant to the terms of
the Share Exchange Deed
"EB Shares" all Atlantic Global Shares held by
Eugene Blaine, being the 11,585,267
Atlantic Global Shares currently held in
the Atlantic Global Issued Share Capital
or intended to be held by the Eugene
Blaine as a result of issues made to him
pursuant to the Atlantic Global Share
Option Schemes
"Eligible Voting Shares" those Atlantic Global Shares that are in
issue on the Announcement Date and are
eligible to vote on the Ordinary
Resolution at the General Meeting
"Epicor" means Epicor Software Corporation, a
private company incorporated in the US
whose registered office is at 1683
Southfront Road, Livermore, California,
94551, United States of America
"First Closing Date" the date which falls 21 days after the
Offer Document has been posted
"Form of Acceptance" or "Form" the form of acceptance and authority
relating to the Offer which will
accompany the Offer Document
"Form of Proxy" the form of proxy relating to the
General Meeting
"General Meeting" the general meeting of Atlantic Global
(or any adjournment thereof) to be
convened pursuant to Rule 16 of the Code
at which the Ordinary Resolution will be
proposed
"Group" Atlantic Global and its subsidiary
undertakings and parent undertakings,
and any other subsidiary of its parent
undertakings, in each case from time to
time
"Independent Atlantic Global the holders of Atlantic Global Shares,
Shareholders" other than Eugene Blaine
"Independent Directors" the independent directors of Atlantic
Global, being Rupert Hutton and Paul
Gleghorn and "Independent Director"
means any one of them
"KeyedIn" KeyedIn (UK) Limited (Company No.
07812708) a private company limited by
shares, incorporated in England and
Wales whose registered office is at 21
Lucy Hall, Baildon, Shipley BD17 5BH
"KeyedIn Directors" the directors of KeyedIn, being George
Klaus, Lauri Klaus, and James
Waterhouse, and "KeyedIn Director" being
any one of them
"KeyedIn Ordinary Shares" 84 ordinary shares of GBP1.00 each in the
capital of KeyedIn
"KeyedIn Solutions" KeyedIn Solutions LLC, a limited
liability company formed under the
Delaware Limited Liability Company Act
whose registered office is at
Corporation Trust Company, 1209 Orange
Street, City of Wilmington, County of
New Castle, 19801
"Loan Note Instrument" an instrument to be executed as a deed
by KeyedIn constituting the Loan Notes
"Loan Notes" loan notes of KeyedIn to be issued
pursuant to the EB Offer
"London Stock Exchange" The London Stock Exchange plc
"Offer" the recommended offer of 22 pence in
cash per Atlantic Global Share made by
KeyedIn to acquire Atlantic Global
Shares on the terms and subject to the
conditions set out in this announcement
and the Form of Acceptance and, where
the context admits, any revision,
variation, extension or renewal thereof
"Offer Document" the document to be posted to Atlantic
Global Shareholders containing the
formal terms and conditions of the Offer
"Offer Period" the period commencing 29 September 2011
and ending on the later of (i) the First
Closing Date (ii) the date on which the
Offer becomes unconditional as to
acceptances and (iii) the date on which
the Offer lapses
"Opening Position Disclosure" an opening position disclosure as
contemplated in Rule 8.3(a) of the Code
"Offer Shares" all of the Atlantic Global Shares, but
excluding the Roll-over Shares
"Ordinary Resolution" the ordinary resolution to be proposed
to the Independent Atlantic Global
Shareholders at the General Meeting (or
any adjournment thereof) in accordance
with the requirements of the Code to
approve on a poll the arrangements
between KeyedIn and Eugene Blaine
"Panel" The Panel on Takeovers and Mergers
"Restricted Jurisdiction" the United States, Canada and Japan and
any other jurisdiction where local laws
or regulations may result in a
significant risk of civil, regulatory or
criminal exposure for KeyedIn or
Atlantic Global if information or
documentation concerning the Offer is
sent or made available to Shareholders
in that jurisdiction
"Roll-over Shares" the 2,045,455 EB Shares which are to be
sold to Atlantic Global pursuant to the
terms of the Share Exchange Deed
"Share Exchange Deed" the Share Exchange Deed dated 24 January
2012, pursuant to which KeyedIn has
agreed, conditional on the Offer being
declared unconditional, to acquire the
Roll-over Shares and enter into the EB
Service Contract
"UK" the United Kingdom of Great Britain and
Northern Ireland
"UK Listing Authority" the Financial Services Authority, the
competent authority for listings in the
United Kingdom
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland
"US" or "United States" the United States of America, its
territories and possessions, any state
of the United States, and the District
of Columbia
" GBP" pound sterling, the lawful currency of
the United Kingdom
"$" US dollar, the lawful currency of the
United States
In this announcement:
* the singular shall include the plural and vice versa, and words importing
the masculine gender shall include the feminine or neutral gender;
* all references to legislation are to English legislation, unless the
contrary is indicated, and any reference to any provision of any legislation
includes any amendment, modification, re-enactment or extension thereof; and
* references to time 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
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