Commencement of formal sale process


 
TIDMATL 
 
Press Release   29 September 2011 
 
 
 
                              Atlantic Global Plc 
                      ("Atlantic Global" or "the Company") 
 
                      Commencement of formal sale process 
 
The  Board  of  Atlantic  Global  Plc  has received two confidential preliminary 
expressions of interest to acquire the Company. While the Directors believe that 
the  Company has a secure future as  an independent business, it recognises that 
there  may be other  organisations with global  relationships, established sales 
and  marketing operations together  with established channels  to market who are 
better  placed to  build on  our successes.  We believe this could significantly 
accelerate  the growth of the business to take advantage of the opportunities in 
the market. 
 
The  Board has  therefore commenced  a formal  sale process  in order to seek to 
unlock  and crystallise shareholder value, through  which the Company might also 
be  able  to  offer  better  terms  for  customers  and  more  opportunities for 
employees. 
 
Potential  offerors for the entire issued and  to be issued share capital of the 
Company  are  invited  to  contact  ICON  Corporate Finance (contact details are 
provided below). 
 
The  Takeover Panel  has granted  a dispensation  from the requirements of Rules 
2.4(a), 2.4(b) and  2.6(a) of  the  Takeover  Code  (the  "Code")  such that any 
interested  party participating in the formal  sale process will not be required 
to be publicly identified as a result of this announcement (subject to note 3 to 
Rule  2.2. of the Code) and will not  be subject to the 28 day deadline referred 
to  in  Rule  2.6(a), for  so  long  as  it  is participating in the formal sale 
process.  Interested  parties  should  note  Rule  21.2 of  the Code, which will 
prohibit any form of inducement fee or other offer-related arrangement, and that 
the  Company has not requested any dispensation from this prohibition under Note 
2 of Rule 21.2 at this stage. 
 
The Company proposes to conduct the formal sale process in the following manner. 
Any  interested party who approaches the Board  will be required to enter into a 
non-disclosure  agreement with the  Company on reasonable  terms satisfactory to 
the  Board  and  on  the  same  terms,  in  all  material respects, as the other 
interested  parties, before being  permitted to participate  in the process. The 
Company intends to release an information memorandum shortly to all participants 
who  have entered  into such  non-disclosure agreements  with the Company. It is 
intended  that any  participant who  is taken  forward to  the next phase of the 
formal  sale  process  will  be  given  access  to  a  data  room and management 
presentations. 
 
The Board reserves the right to alter any aspect of the sale process as outlined 
above or to terminate it at any time and in such cases will make an announcement 
as appropriate. 
 
The  Board reserves  the right  to reject  any approach or terminate discussions 
with  any interested party or participant at any time. There can be no certainty 
that  any offer will  be made for  the Company, or  even proposed, or  as to the 
level of any proposal or offer that may be made. 
 
Rule 2.10 disclosure 
 
In  accordance with  Rule 2.10 of  the Code,  the Company  confirms that  it has 
22,385,350 ordinary  shares of 5p each  in issue and  admitted to trading on the 
AIM market of the Stock Exchange with the ISIN GB0030419542. 
 
 
"Disclosure requirements of the Takeover Code (the "Code") 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class  of relevant  securities of  an offeree  company or  of any  paper offeror 
(being  any  offeror  other  than  an  offeror  in  respect of which it has been 
announced  that its offer is, or  is likely to be, solely  in cash) must make an 
Opening  Position Disclosure following the commencement of the offer period and, 
if  later,  following  the  announcement  in  which  any  paper offeror is first 
identified.  An Opening Position Disclosure must contain details of the person's 
interests  and short  positions in,  and rights  to subscribe  for, any relevant 
securities  of each of (i) the offeree company and (ii) any paper offeror(s). An 
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made 
by  no later than 3.30 pm  (London time) on the  10th business day following the 
commencement  of the offer period and, if  appropriate, by no later than 3.30 pm 
(London  time) on the 10th business day  following the announcement in which any 
paper  offeror is  first identified.  Relevant persons  who deal in the relevant 
securities  of the offeree company  or of a paper  offeror prior to the deadline 
for   making  an  Opening  Position  Disclosure  must  instead  make  a  Dealing 
Disclosure. 
 
Under  Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
or  more of any  class of relevant  securities of the  offeree company or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities  of the offeree company or of any paper offeror. A Dealing Disclosure 
must  contain details of the dealing concerned and of the person's interests and 
short positions in, and rights to subscribe for, any relevant securities of each 
of  (i) the offeree company and (ii) any  paper offeror, save to the extent that 
these  details have previously been disclosed under Rule 8. A Dealing Disclosure 
by  a person to whom  Rule 8.3(b) applies must be  made by no later than 3.30 pm 
(London time) on the business day following the date of the relevant dealing. 
 
If  two or more persons act together  pursuant to an agreement or understanding, 
whether  formal  or  informal,  to  acquire  or  control an interest in relevant 
securities of an offeree company or a paper offeror, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
 
                                    - Ends - 
 
For further information please contact: 
 Atlantic Global Plc 
 
 Eugene Blaine, Managing Director    Tel: +44 (0) 1274 863 300 
 Rupert Hutton, Finance Director 
 
 eugene.blaine@atlantic-global.com 
 rupert.hutton@atlantic-global.com   www.atlantic-global.co.uk 
 
 
Daniel Stewart & Company plc 
 
Paul Shackleton /Noelle Greenaway, Nominated Advisers Tel: +44 (0) 207 776 6550 
 
Martin Lampshire / Sean Lunn, Corporate Broking 
 
 
 ICON Corporate Finance 
 
 Alan Bristow             Tel: +44 (0) 207 152 6375 
 Simon Moynagh 
 
 
Media enquiries: 
 Abchurch Communications 
 
 Sarah Hollins / Quincy Allan        Tel:  +44 (0) 207 398 7710 
 
 quincy.allan@abchurch-group.com         www.abchurch-group.com 
 
 
 
 
 
 
 
 
 
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 
 
[HUG#1550695]
Atlantic Global (LSE:ATL)
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