ATLS Atlas Est.

 

TIDMATLS 
 
RNS Number : 0587T 
Atlas Estates Ltd 
21 September 2010 
 

ATLAS ESTATES LIMITED 
(Registered in Guernsey - Number 44284) 
Registered Office: 
Martello Court, Admiral Park, St Peter Port, Guernsey, GY1 3HB 
TELEPHONE: +44 1481 211000 
FACSIMILE: +44 1481 211001 
e-mail: fundcosec@intertrustgroup.com 
 
 
For immediate release 
 
                                                               21 September 2010 
 
  Notice of an Extraordinary General Meeting and Proposed Cancellation of the 
                          admission to trading on AIM 
 
 
The board of directors (the "Board") of Atlas Estates Limited (the "Company") 
announces that it has today sent a circular to shareholders (the "Circular") 
convening an extraordinary general meeing at which a resolution (the 
"Resolution") is proposed to cancel the admission to trading on AIM of all of 
the Company's ordinary shares (the "Cancellation"). 
 
The EGM is to be held at 9.30 a.m. (BST) on 15 October 2010 at the offices of 
Intertrust Fund Services (Guernsey) Limited, Martello Court, Admiral Park, St 
Peter Port, Guernsey GY1 3HB.  Copies of the Circular and Notice of EGM will be 
available for viewing shortly on the Company's website www.atlasestates.com. 
 
Background to and reasons for the Cancellation 
 
On 7 May 2010, Fragiolig Holdings Limited ("Fragiolig"), a subsidiary of the 
Izaki Group, published a document containing a mandatory cash offer for all the 
Company's ordinary shares ("Ordinary Shares") not held by Fragiolig and persons 
acting in concert with it.  That offer document contained the following 
statement: 
 
"Whilst there is no current intention to do so, if the Offer becomes or is 
declared unconditional in all respectsand subject to any applicable requirements 
of the London Stock Exchange, Fragiolig may procure that Atlas will make an 
application to cancel the admission to trading of Atlas Ordinary Shares on AIM." 
 
The offer was declared unconditional on 12 May 2010 and on 22 June 2010 
Fragiolig announced that it and those acting in concert with it held 43,849,609 
Ordinary Shares, representing 93.59 per cent. of the Company's issued share 
capital. 
 
On the 18 August 2010, the Board received a request from members of the Izaki 
Group who collectively hold 81.58 per cent. of the Company's issued share 
capital, requesting the Board to convene an extraordinary general meeting to 
proceed with the Cancellation. 
 
Having regard to the small proportion of the Company's issued share capital 
remaining in public hands, the Board and the Izaki Group consider that the cost 
of maintaining the Company's dual listing on the WSE and AIM is not justified. 
As such the Board is recommending that Shareholders vote in favour of the 
Resolution. 
 
The Board is not aware of any immediate intention by the Izaki Group to procure 
to cancel the Company's listing on the WSE.  In the event that the Resolution is 
approved by Shareholders at the forthcoming EGM and the Cancellation becomes 
effective, it is anticipated that any Shareholders who hold their Ordinary 
Shares in uncertificated form shall continue to be able deal on the WSE. 
However, there is no guarantee that the WSE listing will be retained in the 
longer term. 
 
The Cancellation 
 
In accordance with Rule 41 of the AIM Rules, the Company has today notified the 
London Stock Exchange of the proposed Cancellation.  In order for the 
Cancellation to take effect, the AIM Rules require that the consent of not less 
than 75 per cent. of votes cast by Shareholders at the Extraordinary General 
Meeting be obtained in respect of the Resolution. 
 
Subject to the requisite Shareholder approval of the Resolution, Cancellation is 
expected to be effective at 7.00 a.m. on 25 October 2010. 
 
Communication with Shareholders following the Cancellation 
 
The Directors are conscious of the need to preserve the flow of information to 
non-Polish Shareholders.  Although following the Cancellation the Company will 
no longer be obliged to make announcements through a UK regulatory information 
service it will continue to ensure that all regulatory announcements made by the 
Company will be made available in English on the Company's website at 
www.atlasestates.com. 
 
Trading in Ordinary Shares prior to Cancellation 
 
If Shareholders wish to sell their Ordinary Shares on AIM, they must do so prior 
to the proposed Cancellation becoming effective (such Cancellation will occur no 
earlier than five business days after the EGM).  If the resolution proposed at 
the EGM is passed, it is expected that trading in Ordinary Shares on AIM will 
cease at the close of business on 22 October 2010 with Cancellation becoming 
effective at 7.00 a.m. (BST) on 25 October 2010. 
 
Trading in Ordinary Shares following the Cancellation 
 
Following the Cancellation, there will no longer be a market facility for 
dealing in Ordinary Shares on AIM, however trading of Ordinary Shares in 
uncertificated form will continue through the deposit of securities maintained 
by KPDW in connection with the admission to trading of such shares on the WSE. 
Shareholders should however note that Polish law requires require that all 
shares admitted to trading on the WSE are held in uncertificated or 
"dematerialised" form. 
As at the date of this document, 20 Ordinary Shares are held in certificated 
form.  These shares are not admitted to trading on the WSE.  In order to sell 
such Ordinary Shares after Cancellation it will be necessary for these to be 
dematerialised and then for the Company to seek admission of such shares to the 
official list of WSE.  If Shareholders wish to sell Ordinary Shares currently in 
certificated form on a public market it will be necessary for such Ordinary 
Shares to either be sold on AIM prior to close of trading on 22 October 2009 or 
to be dematerialised and admitted to trading on WSE. 
 
Timing of the Cancellation 
 
In the event that the Resolution regarding the Cancellation is approved by 
Shareholders, it is expected that trading in Ordinary Shares on AIM will cease 
as at the close of business on 22 October 2010 with Cancellation becoming 
effective at 7.00 a.m. (BST) on 25 October 2010. 
 
 
Words and terms not defined in this announcement shall have the same meaning as 
defined in the Circular. 
 
 
                                    - end - 
 
Further information, please contact: 
 
Atlas Management Company Limited                               Tel + 48 (0) 22 
208 07 00 
Reuven Havar 
 
Fairfax I.S. PLC                                                             Tel 
+44 (0) 207 598 5368 
David Floyd / Rachel Rees 
 
Intertrust Fund Services (Guernsey) Limited                     Tel +44 (0) 1481 
211000 
Andre Le Prevost 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 NOELBMITMBBTBMM 
 

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