Atlantic Global Plc: Offer Document Posted
31 Enero 2012 - 1:01AM
UK Regulatory
TIDMATL
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
31 January 2012
Recommended Cash Offer
by
KeyedIn (UK) Limited
For
Atlantic Global plc
Posting of Offer Document
The board of directors of KeyedIn (UK) Limited, and the Independent Directors of
Atlantic Global plc today announced the terms of a recommended cash offer to be
made by KeyedIn for the entire issued and to be issued share capital of Atlantic
Global, excluding the Roll-over Shares which KeyedIn has separately contracted
to acquire from Eugene Blaine. The Offer marks the culmination of a formal sale
process which the Atlantic Global Directors commenced on 29 September 2011.
Further to that announcement, the boards of KeyedIn and the Independent
Directors of Atlantic Global plc are pleased to announce that the offer document
(the "Offer Document") and the Form of Acceptance relating to the Offer are
being posted to Atlantic Global Shareholders today. The Offer Document contains,
amongst other things, the full terms and conditions of the Offer and the details
of the actions to be taken by the Atlantic Global Shareholders. The Offer
Document also includes notice of a general meeting of Atlantic Global to be held
on 20 February 2012. The General Meeting is being convened to consider and, if
thought fit, pass the EB Ordinary Resolution pursuant to Rule 16 of the Code and
the AB Resolution pursuant to Rule 21 of the Code.
Participants in the Atlantic Global Share Option Schemes are also being sent
further details of the action they can take in respect of the Offer.
Save as defined herein, defined terms in this announcement are as defined in the
Offer Document.
A copy of this announcement will be made available free of charge, at
www.atlantic-ec.com/offer-documents.html shortly and will be available during
the course of the Offer.
Enquiries:
For further information, please contact:
Lexicon PR 0845 456 2106
Sue Baker
Daniel Stewart 020 7776 6550
(financial adviser to Atlantic Global)
Paul Shackleton
Atlantic Global plc 01274 863 300
Rupert Hutton
This announcement does not constitute or form part of any offer or invitation
to sell or purchase any securities or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities,
pursuant to the Offer or otherwise. The Offer will be made solely by the Offer
Document which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted.
Daniel Stewart, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting only for Atlantic Global and no one else
in connection with the Offer and will not be responsible to anyone other than
Atlantic Global for providing the protections afforded to clients of Daniel
Stewart or for providing advice in relation to the Offer or any other matters
referred to in this announcement.
The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by the laws of those jurisdictions and therefore
persons into whose possession this announcement comes should inform themselves
about and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
involved in the Offer disclaim any responsibility or liability for the violation
of such restrictions by any person.
Unless otherwise determined by KeyedIn and permitted by applicable law and
regulation, subject to certain exemptions, the Offer is not being, and will not
be, made, directly or indirectly, in or into and will not be capable of
acceptance from or within a Restricted Jurisdiction. Accordingly, unless
otherwise determined by KeyedIn, copies of this announcement and any other
documentation relating to the Offer are not being and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction and persons receiving this announcement and any other
documentation relating to the Offer (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in, into or from
such jurisdictions as doing so may be a breach of applicable law and
regulation in that jurisdiction and may invalidate any purported
acceptance of the Offer. The availability of the Offer to persons who are not
resident in the United Kingdom may be affected by the laws of their relevant
jurisdiction. Such persons should inform themselves about and observe any
applicable legal or regulatory requirements of their jurisdiction.
Any person (including nominees, trustees and custodians) who would, or otherwise
intends to, or may have a legal or contractual obligation to, forward this
announcement and/or any documentation relating to the Offer to any jurisdiction
outside the United Kingdom, should inform themselves of, and observe, any
applicable legal or regulatory requirements of any relevant jurisdiction and
seek appropriate advice.
This announcement has been prepared for the purposes of complying with English
law and the Code and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside of England.
FORWARD-LOOKING STATEMENTS
This announcement includes certain "forward-looking" statements with respect to
the financial condition, results of operations and business of Atlantic Global
and/or KeyedIn and certain plans and objectives of the board of directors of
Atlantic Global, and KeyedIn with respect thereto. The forward-looking
statements contained herein may include statements about the expected effects on
KeyedIn or Atlantic Global of the Offer, the expected timing and scope
of the Offer, anticipated earnings enhancements, other strategic options
and all other statements in this announcement other than historical
facts. Forward-looking statements include, without limitation, statements
typically containing words such as "intends", "expects", "anticipates",
"targets", "estimates" and words of similar import. These statements are based
on assumptions and assessments made by the boards of directors of Atlantic
Global and KeyedIn in the light of their experience and their perception of
historical trends, current conditions, expected future developments and other
factors they believe appropriate. They have not been reviewed by the auditors of
Atlantic Global or KeyedIn. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on circumstances
that will occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements.
All subsequent oral or written forward-looking statements attributable to
Atlantic Global or KeyedIn or any of their respective members, directors,
officers or employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. All forward-
looking statements included in this announcement are based on information
available to Atlantic Global and KeyedIn on the date of this announcement and
are made only as of the date of this announcement. Undue reliance should not be
placed on such forward-looking statements.
Subject to compliance with the Code and other legal and regulatory requirements,
neither Atlantic Global nor KeyedIn intend, or undertake any obligation, to
update any information contained in this announcement.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.2
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+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
http://www.atlantic-ec.com/disclaimer.html shortly and will be available during
the course of the Offer. You may request a hard copy of this announcement, free
of charge, by contacting the Company Secretary of Atlantic Global, on +44 (0)
1274 863300 or Alison Starr of Pinsent Masons LLP on +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
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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