TIDMATL
RNS Number : 8582X
KEYEDIN (UK) LTD
21 February 2012
21 February 2012
Recommended Cash Offer
by
KeyedIn (UK) Limited ("KeyedIn")
For
Atlantic Global plc ("Atlantic Global")
OFFER DECLARED WHOLLY UNCONDITIONAL
DIRECTORS' DEALINGS
CANCELLATION OF TRADING ON AIM
1. Introduction
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the offer document sent to
shareholders of Atlantic Global on 31 January 2012 (the "Offer
Document").
On 31 January 2012, the Independent Directors and KeyedIn
announced the terms of a recommended cash offer (the "Offer") by
KeyedIn for the entire issued and to be issued share capital of
Atlantic Global, excluding the Roll-over Shares (to be acquired
through the Share Exchange Deed). The full terms and conditions of
the Offer and procedures for acceptance were set out in the Offer
Document.
KeyedIn is pleased to announce that all the conditions of the
Offer have now been satisfied and the Offer is hereby declared
wholly unconditional. This includes the passing of the Ordinary
Resolution relating to the arrangements with Eugene Blaine pursuant
to the Share Exchange Deed as announced on 20 February 2012.
2. Level of Acceptances
As at 1.00pm (London time) on 21 February 2012, KeyedIn had
received valid acceptances in respect of 19,530,199 Offer Shares
representing approximately 96.01 per cent. of the Offer Shares, all
of which KeyedIn may count towards the satisfaction of its
acceptance condition.
As at 1.00pm (London time) on 21 February 2012, valid
acceptances had been received in respect of 13,504,820 Offer
Shares, which were the subject of irrevocable undertakings,
representing approximately 66.4 per cent. of the Offer Shares.
The Offer will remain open for acceptance until further notice,
being at least 14 days. All other terms and conditions contained in
the Offer Document still apply.
Prior to making the Offer, neither KeyedIn, the KeyedIn
Directors nor any persons acting in concert with KeyedIn owned or
had any beneficial or non-beneficial interest in the share capital
of Atlantic Global.
Neither KeyedIn, the KeyedIn Directors nor any persons acting in
concert with KeyedIn, is interested in or has any rights to
subscribe for any Atlantic Global Shares nor does any such person
have any short position (whether conditional or absolute and
whether in the money or otherwise), including any short position
under a derivative or any arrangement in relation to Atlantic
Global Shares. For these purposes, "arrangement" includes any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery of Atlantic Global
Shares and any borrowing or lending of Atlantic Global Shares which
have not been on-lent or sold and any outstanding irrevocable
commitment or letter of intent with respect to Atlantic Global
Shares
3. Dealings by Atlantic Global Directors
Atlantic Global has following 1.00pm (London time) on 21
February 2012 issued a further 2,083,264 Atlantic Global Shares as
a result of Atlantic Global Options being exercised.
As a result of the exercise of Atlantic Global Options, the
Atlantic Global Directors have had the following further dealings
in the relevant securities of Atlantic Global:
Atlantic Global Atlantic Global Number Date
Director Share Option Scheme of Options
exercised
---------------- ----------------------- ------------ -------------
Eugene Blaine Atlantic Global 100,000 21 February
Unapproved Share 2012 (prior
Option Scheme to 1.00pm)
---------------- ----------------------- ------------ -------------
Paul Gleghorn Atlantic Global 389,328 21 February
Enterprise Management 2012 (prior
Incentive Scheme to 1.00pm)
---------------- ----------------------- ------------ -------------
Rupert Hutton Atlantic Global 350,000 21 February
Enterprise Management 2012 (prior
Incentive Scheme to 1.00pm)
---------------- ----------------------- ------------ -------------
Adrian Bradshaw Atlantic Global 200,000 21 February
Unapproved Share 2012 (prior
Option Scheme to 1.00pm)
---------------- ----------------------- ------------ -------------
Application has been made for the 2,083,264 Ordinary Shares of 5
pence each to be admitted to trading on AIM. Admission of the
shares is expected to occur on 27 February 2012. Following
Admission Atlantic Global will have 24,468,614 Ordinary Shares in
issue.
4. Settlement of Consideration
Settlement of the cash consideration due to accepting Atlantic
Global Shareholders will be despatched (or, in the case of Atlantic
Global Shareholders holding their Offer Shares held in
uncertificated form, shall be credited through CREST): (i) in the
case of Atlantic Global Shareholders who validly accepted the Offer
by 1.00 pm on 21 February 2012, on or before 6 March 2012; and (ii)
in the case of Atlantic Global Shareholders who validly accept
after 1.00 pm on 21 February 2012, within 14 days of the receipt of
such acceptances.
5. Compulsory Acquisition, Delisting and Cancellation of Trading
in Atlantic Global Shares
As KeyedIn has received acceptances under the Offer in respect
of 90 per cent. or more of the Offer Shares, KeyedIn intends to
exercise its rights pursuant to sections 974 to 991 of the
Companies Act 2006 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 and will deem such shareholders to have made an election
to receive cash pursuant to the Offer.
As KeyedIn is now interested in more than 75 per cent. of the
issued share capital of Atlantic Global, Atlantic Global has
applied to the London Stock Exchange for the cancellation of
trading in Atlantic Global's Shares on AIM. It is anticipated that
cancellation and de-listing will take place 20 Business Days from
today's date, being 21 March 2012. De-listing will significantly
reduce the liquidity and marketability of any Offer Shares not
acquired by KeyedIn. Following such cancellation, KeyedIn intends
to seek to procure the re-registration of Atlantic Global as a
private company.
If you are in any doubt about this Offer or as to the action you
should take, you are recommended to seek your own independent
financial advice from a stockbroker, solicitor, accountant or other
independent financial adviser authorised under the Financial
Services and Markets Act 2000. If you are outside the UK, you
should immediately consult an appropriately authorised independent
financial adviser.
6. Enquiries
For further information, please contact:
Lexicon PR
0845 456
Sue Baker 2106
Daniel Stewart
(financial advisor
to Atlantic Global)
020 7776
Paul Shackleton 6550
Atlantic Global
plc
01274 863
Rupert Hutton 300
IMPORTANT NOTICE
In accordance with Rule 2.10 of the Code, Atlantic Global
confirms that there are 24,468,614 Atlantic Global Shares of 5
pence each in issue under ISIN Code GB0009250845.
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.
This announcement is not intended to and 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.
OVERSEAS SHAREHOLDERS
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.
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.
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 23 February 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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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