Atlas Takeover

RNS Number : 4065K

Livermore Investments Group Limited

19 April 2010

19 April, 2010

Livermore Investments Group Limited

("Livermore" or "the Company")

Cash offer of £0.90 per Atlas Share to acquire the Atlas Shares

The following was released by Fragiolig Holdings Limited on April 19, 2009 RNS # 3452K. Livermore would further like to disclose that immediately prior to this announcement, Livermore held 21.71 per cent of Atlas Estates Limited issued share capital:

CASH OFFER

FRAGIOLIG HOLDINGS LIMITED

("FRAGIOLIG")

for

ATLAS ESTATES LIMITED

("ATLAS")

Highlights

· Cash offer by Fragiolig of £0.90 per Atlas Share to acquire the Atlas Shares not already owned by Fragiolig (or parties acting in concert with it), valuing the entire issued share capital of Atlas at approximately £42.17 million.

· The Offer provides Atlas Shareholders with an opportunity to realise their investment in Atlas for cash at a price that fully reflects the future prospects of the business.

· The Offer price represents: a premium of approximately 41 per cent. to the three month volume-weighted average price of Atlas Shares; and a premium of 11 per cent. to the Closing Price of £0.81 per Atlas Share on 13 April 2010, being the last dealing day prior to the announcement by Atlas that it had received an approach in connection with a potential takeover offer.

· Subject to the other terms of the Offer, the Offer is conditional only on Fragiolig receiving acceptances in respect of Atlas Shares which will result in Fragiolig (together with parties acting in concert with it) holding more than 50 per cent. of the voting rights exercisable at general meetings of Atlas.

· Immediately prior to this announcement, Fragiolig acquired 3,325,346 Atlas Shares, as a result of which Fragiolig, together with parties acting in concert with it, now owns, in aggregate, 15,437,738 Atlas Shares, representing approximately 32.95 per cent. of the issued share capital of Atlas. In addition, Fragiolig has received an irrevocable undertaking to accept the Offer in respect of a further 3,100,199 Atlas Shares, representing approximately 6.62 per cent. of the issued share capital of Atlas.

Summary

The Fragiolig Board are pleased to announce a cash offer to be made by Fragiolig (a wholly-owned subsidiary of the Izaki Group, the Israel-based real estate development firm) to acquire the entire issued and to be issued share capital of Atlas not already owned by Fragiolig or persons acting in concert with it.

The Offer, which will be subject to the Acceptance Condition and to the full terms and conditions of the Offer, which will be set out in the Offer Document and Form of Acceptance when issued, will be made on the following basis:

for each Atlas Share £0.90in cash.

The Offer values the entire issued share capital of Atlas at approximately £42.17 million. The Offer represents a discount of approximately 5 per cent. to the Closing Price of £0.95 per Atlas Share on 15 April 2010, being the last dealing day before the date of this announcement. The Offer also represents a premium of approximately 11 per cent. to the Closing Price of £0.81 per Atlas Share on 13 April 2010, being the last dealing day prior to the announcement by Atlas that it had received an approach in connection with a potential takeover offer, and a premium of approximately 41 per cent. to the three month volume-weighted average price of Atlas Shares.

On 16 April 2010 Fragiolig acquired 3,325,346 Atlas Shares, representing approximately 7.10 per cent. of the issued share capital of Atlas, at a price of £0.90 per Atlas Share. As a result of this acquisition, under Rule 9 of the City Code a mandatory cash offer is required to be made by Fragiolig for the entire issued and to be issued share capital of Atlas not already owned by Fragiolig or by persons acting in concert with it at a price of £0.90 per Atlas Share, being the highest price paid by Fragiolig or any person acting in concert with it for Atlas Shares in the 12 months prior to this announcement. Fragiolig, together with parties acting in concert with it, now owns, in aggregate, 15,437,738 Atlas Shares representing approximately 32.95 per cent. of the issued share capital of Atlas.

In addition, Fragiolig has received an irrevocable undertaking to accept the Offer from CVW in respect of a further 3,100,199 Atlas Shares, representing approximately 6.62 per cent. of the issued share capital of Atlas. This undertaking will remain binding in the event of a higher competing offer for Atlas.

Therefore, in combination with the Atlas Shares already owned by Fragiolig and parties acting in concert with it, Fragiolig, together with parties acting in concert with it, owns, or has received an irrevocable undertaking in respect of, in aggregate, 18,537,937 Atlas Shares, representing approximately 39.57 per cent. of the issued share capital of Atlas.

The Fragiolig Directors recognise the achievements of the management team and executives of Atlas and AMC in developing Atlas' business to date. The Fragiolig Directors believe the Offer is compelling and provides Atlas Shareholders with a meaningful liquidity event and an opportunity to realise their investment in Atlas at a price that fully reflects its future prospects despite the continued uncertainties facing Atlas and the macro-economic environment in which it operates.

Fragiolig has engaged with the Atlas Board with a view to seeking a recommendation for the Offer, and the Atlas Board is in the process of considering such recommendation.

Commenting on the announcement Guy Indig, a representative of Fragiolig, said:

"Our offer represents a unique opportunity for Atlas shareholders to realise certain value for their shares in cash in circumstances where the markets in which Atlas operates continue to face significant structural and liquidity challenges and Fragiolig's offer fully reflects the future value of the business. We look forward to working with the Board to secure their recommendation for our offer."

Excellion Advisors LLP is acting as financial adviser to Fragiolig. Dom Maklerski Banku Handlowego S.A., which is part of Citigroup, is acting as financial adviser to Fragiolig in relation to Polish matters.

Enquiries:

Fragiolig Holdings Limited

Guy Indig Telephone: +357 2 245 8700

Excellion Advisors LLP, Financial Adviser to Fragiolig
Robert Stafler Telephone: +44 (0) 20 3008 6870
Raffael Johnen

Aura Financial
Andy Mills Telephone: +44 (0) 20 7321 0034

This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

Excellion Advisors LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Fragiolig and no one else in connection with the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than Fragiolig for providing the protections afforded to clients of Excellion Advisors LLP nor for providing advice in relation to the matters described in this announcement.

The laws of the relevant jurisdictions may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document and/or the Form of Acceptance or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of any securities exchange of, the United States, Canada, Australia or Japan and will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. Accordingly, this announcement and any other document relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. All Atlas Shareholders or other persons (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement or any other document relating to the Offer, to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

The Offer will be capable of acceptance only by persons outside the United States. Offering materials with respect to this Offer will not be, and may not be, distributed in or sent to the United States and may not be used for the purpose of solicitation of an offer to purchase or sell any securities in the United States. Any tenders received from persons resident in the United States or with United States mailing addresses will be rejected.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code if any person is or becomes "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Atlas all "dealings" in any "relevant securities" of Atlas (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding (whether formal or informal) to acquire an "interest" in "relevant securities" of Atlas, they will be deemed to be a single person for the purposes of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Atlas by Fragiolig or Atlas, or by any of their respective "associates" must also be publicly disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website.

If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.

In addition to Rule 8, as Atlas Shares are also listed on the WSE, dealings in Atlas Shares may also require certain disclosures to be made to Atlas and to the Polish FSC. These obligations are regulated by the Public Offering Act and were outlined in the prospectus issued by Atlas in connection with the admission of the Atlas Shares to listing on the WSE.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

16 April 2010

CASH OFFER

FRAGIOLIG HOLDINGS LIMITED

("FRAGIOLIG")

for

ATLAS ESTATES LIMITED

("ATLAS")

Introduction

On 16 April 2010 Fragiolig acquired 3,325,346 Atlas Shares, representing approximately 7.10 per cent. of the issued share capital of Atlas at a price of £0.90 per Atlas Share. As a result of this acquisition, under Rule 9 of the City Code, a mandatory cash offer is required to be made for the entire issued and to be issued share capital of Atlas not already owned by Fragiolig or persons acting in concert with it at a price of £0.90 per Atlas Share being the highest price paid by Fragiolig or any person acting in concert with it for Atlas Shares in the 12 months prior to this announcement. Fragiolig, together with parties acting in concert with it, therefore now owns, in aggregate, 15,437,738 Atlas Shares, representing approximately 32.95 per cent. of the issued share capital of Atlas. Consequently, the Offer will be made in accordance with Rule 9 of the City Code.

The Offer

The Offer, which will be subject to the Acceptance Condition and to the full terms and conditions of the Offer which will be set out in the Offer Document and Form of Acceptance when issued, will be made on the following basis:

for each Atlas Share £0.90in cash.

The Offer values the entire issued share capital of Atlas at approximately £42.17 million. The Offer represents a discount of approximately 5 per cent. to the Closing Price of £0.95 per Atlas Share on 15 April 2010, being the last dealing day before the date of this announcement. The Offer also represents a premium of approximately 11 per cent. to the Closing Price of £0.81 per Atlas Share at the close of business on 13 April 2010, being the last dealing day prior to the date of announcement by Atlas that it had received an approach in connection with a potential takeover offer, and a premium of approximately 41 per cent. to the three month volume-weighted average price of Atlas Shares.

Fragiolig has engaged with the Atlas Board with a view to seeking a recommendation for the Offer, and the Atlas Board is in the process of considering such recommendation.

The Offer will extend to all Atlas Shares unconditionally allotted or issued (including to satisfy the exercise of Atlas Warrants under the Warrant Instrument) before the date the Offer closes (or such earlier date as Fragiolig may, in accordance with the Acceptance Condition and the further terms and conditions of the Offer, decide), save for those Atlas Shares that are presently owned by, or, before the date the Offer closes, are issued to, Fragiolig or parties acting in concert with it.

The Atlas Shares will be acquired by Fragiolig fully paid and free from all liens, equities, charges, encumbrances and other interests and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions declared, made or paid on or after the date of this announcement.

The Acceptance Condition and certain further terms and conditions of the Offer are set in ‎Appendix One to this announcement.

In accordance with Polish law and regulation, the Offer is also being announced in Poland.

Irrevocable undertaking and other transactions

Fragiolig has received an irrevocable undertaking to accept the Offer from CVW in respect of 3,100,199 Atlas Shares, representing approximately 6.62 per cent. of the issued share capital of Atlas. This undertaking will remain binding in the event of a higher competing offer for Atlas.

Therefore, in combination with the Atlas Shares already owned by Fragiolig and by parties acting in concert with it, Fragiolig and parties acting in concert with it own, or have received an irrevocable undertaking in respect of, in aggregate, 18,537,937 Atlas Shares, representing approximately 39.57 per cent. of the issued share capital of Atlas.

Fragiolig has granted to CVW an option to purchase 3,325,346 Atlas Shares at a price of £0.90 per Atlas Share from Fragiolig during a period of 15 calendar days commencing two Business Days after the date the Offer lapses or is withdrawn. CVW are not entitled to exercise this option if the Offer becomes or is declared unconditional in all respects.

AMC is a privately owned Guernsey incorporated company whose sole purpose is to manage Atlas' assets on its behalf pursuant to a management agreement between Atlas and AMC. AMC is owned by the RP Capital Group and the Izaki Group.

In connection with RP Capital's internal re-organisation of its investments, RP Partners Fund has granted to an independent trustee, in its capacity as a trustee of a newly established "purpose trust", options to acquire up to 25.5 per cent. of the issued share capital of AMC. A member of the Izaki Group has made an irrevocable offer to the trustee to be transferred and/or assigned to rights and obligations under those options. If the trustee were to accept such offer and if the Izaki Group exercises the options then the Izaki Group would hold, in aggregate, 74.5 per cent. of AMC (the "AMC Transaction").

On 13 April 2010, Fragiolig entered into a co-operation and implementation agreement with certain companies in the RP Capital Group and certain companies in the Izaki Group pursuant to which these parties agreed to conduct a joint, sustainable policy in relation to Atlas. Such agreement was entered into in order for such entities to properly co-ordinate their respective interests in Atlas.

On 13 April 2010 Fragiolig entered into a co-operation agreement with certain companies in the RP Capital Group and certain companies in the Izaki Group pursuant to which such parties agreed to provide certain mutual undertakings to each other in connection with the making of the Offer or any other offer for Atlas.

Background to and reasons for the Offer

The Fragiolig Directors believe the Offer is compelling and provides Atlas Shareholders with an opportunity to realise their investment in Atlas in cash at a price that fully reflects the future prospects of the business. The Fragiolig Directors recognise the achievements of the management team, directors and executives of Atlas and AMC in developing the business to date. Notwithstanding this, Fragiolig believes that Atlas continues to face uncertainties due to the environment in which it operates, including:

· very high levels of indebtedness with total bank debt of approximately €260m as at 31 December 2009 resulting in a significant recurring interest liability;

· Atlas' ability to generate operating profits also curtailed by decreasing revenues, with declines in the last financial year of 22 per cent. in rental income and 23 per cent. in income from hotel operations;

· low visibility of making meaningful capital repayments resulting from property sales or other exits in the near term;

· a limited appetite for the provision of property finance among financial institutions in the markets in which Atlas operates;

· limited access to capital from equity capital markets largely as a result of the extremely low liquidity in Atlas' shares;

· continued uncertainties in the property markets in which Atlas operates; and

· lack of financial means to develop Atlas's land assets.

Information on Atlas

Atlas is a closed-ended investment company incorporated in Guernsey. The entire issued share capital of Atlas was admitted to AIM on 1 March 2006 and to the WSE on 12 February 2008.

The Atlas Group invests in real estate assets in Central and Eastern Europe excluding the Former USSR Countries. The Atlas Group currently operates in the Polish, Hungarian, Slovakian, Romanian and Bulgarian real estate markets. Atlas' assets are managed by AMC.

As at 31 December 2009 the Atlas Group had 340 employees.

Information on Fragiolig and the Izaki Group

Fragiolig is a limited liability company incorporated in the Republic of Cyprus. It was incorporated as part of the Izaki Group, the Israel-based real estate development firm, on 12 November 2008 as an investment vehicle. Fragiolig is wholly owned by the Izaki Group. The Izaki Group was founded in 1948. Mr Roni Izaki is the chief executive officer and main shareholder of the Izaki Group.

The directors of Fragiolig are Arlene Nahikian and Costas Christoforou.

The Izaki Group, through Atlas International Holdings Limited, owns 6,540,745 Atlas Shares representing approximately 13.96 per cent. of the issued share capital of Atlas and, through Fragiolig owns 3,325,346 Atlas Shares, representing approximately 7.10 per cent of the issued share capital of Atlas. In addition, the Izaki Group, through RI Holdings Limited and RI Limited, holds, prior to the completion of the AMC Transaction (as described above), a minority interest in AMC. Following completion of the AMC Transaction, the Izaki Group will hold 74.5 per cent. of the issued share capital of AMC.

Financing the Offer

The cash consideration payable by Fragiolig under the terms of the Offer will be funded from the existing cash resources of Fragiolig.

Excellion Advisors LLP, as financial adviser to Fragiolig, is satisfied that sufficient resources are available to Fragiolig to enable it to satisfy full acceptance of the Offer.

Management and employees

Fragiolig intends that, on the Offer becoming wholly unconditional, the existing contractual employment rights of all management and employees of Atlas will be fully safeguarded.

Warrants and treasury shares

The Offer will extend to any Atlas Shares unconditionally allotted or issued whilst the Offer remains open for acceptance (or by such earlier date as Fragiolig may, subject to the City Code, decide) upon the exercise of Atlas Warrants or otherwise.

The Offer will not extend to any Atlas Shares held by Atlas in treasury, save to the extent that they are transferred out of treasury whilst the Offer remains open for acceptance.

Appropriate proposals will, if required, also be made in due course to the holders of Atlas Warrants.

Interests in Atlas

At the date of this announcement, the Izaki Group owns 9,866,091 Atlas Shares and RP Capital Group and its affiliates which are deemed to be acting in concert with Fragiolig in relation to Atlas, own 5,571,647 Atlas Shares. The holdings of the Izaki Group and the RP Capital Group and parties acting in concert with them are as follows:

Entity	Number of Atlas Shares owned	Percentage of issued Atlas Shares
Fragiolig Holdings Limited	3,325,346	7.10
Atlas International Holdings Limited	6,461,425	13.79
Hadar Izaki-Bar¹	24,660	0.05
Mishaela Shulman¹	54,660	0.12
RP Explorer Master Fund	728,559	1.56
RP Partners Fund	4,832,017	10.31
RP Capital Group employees	11,071	0.02
Total	15,437,738	32.95

¹Hadar Izaki-Bar and Mishaela Shulman are members of Mr Roni Izaki's family and are deemed to be acting in concert with the Izaki Group

Entity	Number of Atlas Shares to be issued on exercise of Atlas Warrants²
Rafael Berber	658,574
Roni Izaki	658,574
D Saradhi Rajan	461,002
Lou Silver	197,572
AMC	2,195,248

²Atlas Warrants are exercisable at a price of £3.41 per Atlas Share

Save as disclosed in this announcement, neither Fragiolig nor any of its directors, nor, to the best of Fragiolig's knowledge and belief, any person acting in concert with Fragiolig, is interested in or has any rights to subscribe for any Atlas Shares or has borrowed or lent any Atlas Shares nor does any such person have any short position whether conditional or absolute and whether in the money or otherwise (including a short position under a derivative) or any arrangement in relation to Atlas Shares. For these purposes 'interest' includes any long economic exposure, whether conditional or absolute, to changes in the price of securities and a person is treated as having an 'interest' by virtue of the ownership or control of securities or by virtue of any option in respect of, or derivative referenced to, securities and 'arrangement' includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Atlas Shares and also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature relating to Atlas Shares which may be an inducement to deal or refrain from dealing in such securities.

In view of the requirement for confidentiality, Fragiolig has not made any enquiries in respect of certain parties who may be deemed by the Panel to be acting in concert with it for the purposes of the Offer.

De-listing, compulsory acquisition and re-registration

Whilst there is no current intention to do so, if the Offer becomes or is declared unconditional in all respects and 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 Shares on AIM.

If Fragiolig receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in value of the Atlas Shares to which the Offer relates, Fragiolig may exercise its rights pursuant to the articles of association of Atlas to acquire compulsorily the remaining Atlas Shares in respect of which the Offer has not been accepted. After compulsorily acquiring the remaining Atlas Shares and subject to any applicable requirements under Polish law and the rules of the WSE, Fragiolig may procure that Atlas will make an application to cancel the admission to trading on WSE.

Overseas Shareholders

The availability of the Offer to Atlas Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. If you remain in any doubt, you should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

General

It is expected that the Offer Document, setting out details of the Offer, and the Form of Acceptance are dispatched shortly to Atlas Shareholders (other than certain Overseas Shareholders) and, in any event, within 28 days of the date of this announcement unless the Panel otherwise consent. The Offer is expected to close in June 2010.

The Offer will be subject to the Acceptance Condition and to the full terms and conditions to be set out in the Offer Document and Form of Acceptance when issued.

The Offer will be governed by English law and will be subject to the jurisdiction of the English courts.

There are no agreements or arrangements to which Fragiolig is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition to the Offer.

The International Securities Identification Number for Atlas Shares is GB00B0WDBP88.

Details of the sources and bases of certain information set out in this announcement are included in ‎Appendix Two to this announcement.

‎Appendix Three to this announcement contains definitions of certain terms used in this announcement.

Fragiolig reserves the right to elect to implement the acquisition of Atlas, with the consent of the Panel, by way of scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended). In such event, such scheme will be implemented on the same terms (subject to appropriate amendment) as the Offer. References to the Offer and the Offer Document in this announcement shall include, where applicable, any such scheme of arrangement.

Enquiries:

Fragiolig Holdings Limited
Guy Indig Telephone: +357 2 245 8700

Excellion Advisors LLP, Financial Adviser to Fragiolig
Robert Stafler Telephone: +44 (0) 20 3008 6870
Raffael Johnen

Aura Financial
Andy Mills Telephone: +44 (0) 20 7321 0034

The Fragiolig Directors and Mr Roni Izaki accept responsibility for the information contained in this document, save that the only responsibility accepted by the Fragiolig Directors and Mr Roni Izaki in respect of the information contained in this document relating to Atlas Group which has been compiled from public sources is to ensure that such information is correctly and fairly reproduced and presented. Subject as aforesaid, to the best of the knowledge and belief of the Fragiolig Directors and Mr Roni Izaki (who have taken all reasonable care to ensure such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to effect the import of such information.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of any securities exchange of, the United States, Canada, Australia or Japan and will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. Accordingly, this announcement and any other document relating to the Offer is not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. All Atlas Shareholders or other persons (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement or any other document relating to the Offer to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

Dealing Disclosure Requirements

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website.

Appendix One

Acceptance Condition and certain further terms of the Offer

The Offer will comply with the City Code, will be governed by English law and will be subject to the jurisdiction of the courts of England. The Offer will be made on the terms and conditions in the Offer Document and in the Form of Acceptance.

1. Acceptance Condition

The Offer will be subject to valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Fragiolig may, with the consent of the Panel or in accordance with the City Code, decide) in respect of Atlas Shares which, together with Atlas Shares acquired or agreed to be acquired before such time, will result in Fragiolig and any person acting in concert with it holding Atlas Shares representing more than 50 per cent. of the voting rights then normally exercisable at general meetings of Atlas including, for this purpose to the extent (if any) required by the Panel, any such voting rights attaching to any Atlas Shares that may be unconditionally allotted or issued before the Offer becomes unconditional as to acceptances whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise.

For the purposes of this condition:

(A) Atlas Shares which have been unconditionally allotted shall be deemed to carry the voting rights they will carry upon being entered in the register of members of Atlas; and

(B) the expression "Atlas Shares that may be unconditionally allotted or issued" shall include any Treasury Shares which are unconditionally transferred or sold by Atlas.

2. Certain further terms of the Offer

The Offer will lapse if the European Commission initiates proceedings under Article 6(1)(c) of Council Regulation 139/2004/EC or, following a referral by the European Commission under Article 9 of such Regulation, the proposed acquisition of Atlas by Fragiolig, or any matter arising therefrom, is referred to the UK Competition Commission in either case before 3.00 pm (London Time) on the first closing date of the Offer or the time and date when the Offer becomes unconditional as to acceptances, whichever is the later.

If the Offer lapses, the Offer will cease to be capable of further acceptance and Fragiolig and holders of Atlas Shares shall thereupon cease to be bound by prior acceptances delivered on or before the time when the Offer lapses.

Fragiolig reserves the right, with the consent of the Panel to elect to implement the acquisition of the Atlas Shares by way of a scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended). In such event, the 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. In particular, the AcceptanceCondition will not apply and the scheme of arrangement will become effective and binding on the following:

(A) approval at a court meeting or any separate class meeting, if applicable, which may be required by the court, (or any adjournment thereof) by a majority in number of the Atlas Shareholders present and voting, either in person or by proxy, representing 75 per cent. or more in value of the Atlas Shares held by such holders;

(B) the resolutions required to approve and implement the scheme of arrangement and to be set out in a notice of extraordinary general meeting of the holders of the Atlas Shares being passed by the requisite majority at such extraordinary general meeting; and

(C) the sanction of the scheme of arrangement and confirmation of any reduction of capital involved therein by the court (in both cases with or without modifications, on terms reasonably acceptable to Atlas and Fragiolig).

The attention of the holders of Atlas Shares not resident in the United Kingdom is drawn to the relevant provisions of the Offer Document which will be despatched on behalf of Fragiolig.

Appendix Two

Sources and Bases of Information

1. Historic share prices are sourced from the AIM appendix to the daily official list of the London Stock Exchange and represent the closing middle market prices for the Atlas Shares on the relevant dates.

2. The value of the entire issued share capital of Atlas is calculated upon the basis of 46,852,014 Atlas Shares in issue, as published by the Company on 15 April 2010.

3. Unless otherwise stated, the financial information relating to Atlas contained in this announcement is extracted from the audited published consolidated accounts of Atlas for the year ended 31 December 2009.

4. Unless otherwise stated, the value of the share price of Atlas Shares has been converted into pounds from Euros using the 15 April 2010 currency exchange rate of €1.135/£1 based on the 9.30am exchange rate provided by the Bank of England.

Appendix Three

Definitions

The following definitions apply throughout this announcement, unless the context requires otherwise:

"Acceptance Condition"	means the condition to the Offer referred to in paragraph 1 of ‎Appendix One to this announcement
"AIM"	AIM, a market operated by the London Stock Exchange
"AMC"	Atlas Management Company Limited
"Atlas"	Atlas Estates Limited
"Atlas Directors" or "Atlas Board"	the directors of Atlas
"Atlas Group"	Atlas and its subsidiary undertakings
"Atlas Shareholders"	holders of Atlas Shares
"Atlas Shares"	ordinary shares of €0.01 each in Atlas in issue on the date of this announcement and any such further shares which are unconditionally allotted or issued after the date hereof and before the date on which the Offer closes (or such earlier date or dates as Fragiolig may decide) pursuant to the exercise of the Atlas Warrants or otherwise, but excluding any shares in Atlas which are held by Atlas in treasury, except where they are transferred out of treasury whilst the Offer remains open for acceptance
"Atlas Warrants"	warrants exercisable pursuant to the Warrant Instrument
"Australia"	the Commonwealth of Australia, its states, territories and possessions
"Business Day"	a day (other than a Saturday, Sunday or a public bank holiday) on which banks are generally open for business in London and Warsaw
"Canada"	Canada, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof
"City Code"	the City Code on Takeovers and Mergers
"Closing Price"	the closing middle market price of an Atlas Share as derived from the AIM Appendix to the daily official list of the London Stock Exchange
"CVW"	Capital Venture Worldwide Group Limited
"Euro" or "€"	the lawful currency of member states of the European Union that adopt or have adopted the Euro as their currency in accordance with the legislation of the European Union relating to European Monetary Union (and references to "cent" shall be construed accordingly)
"Financial Services Authority"	Financial Services Authority Limited
"Form of Acceptance"	the form of acceptance, election and authority to be distributed with the Offer Document.
"Former USSR Countries"	Armenia, Azerbaijan, Belarus, Estonia, Georgia, Kazakhstan, Kyrgystan, Latvia, Lithuania, Moldova, Russia, Tajikistan, Turkmenistan, Ukraine and Uzbekistan
"Fragiolig"	Fragiolig Holdings Limited
"Fragiolig Directors" or "Fragiolig Board"	the directors of Fragiolig
"Guernsey"	the Island of Guernsey
"Japan"	Japan, its cities, prefectures, territories and possessions
"London Stock Exchange"	London Stock Exchange plc
"Offer"	the proposed cash offer to be made by Fragiolig on the terms and subject to the conditions to be set out in the Offer Document, to acquire the entire issued and to be issued share capital of Atlas save for the Atlas Shares already owned by Fragiolig or parties acting in concert with it and, where the context admits, any subsequent revision, variation, extension or renewal thereof
"Offer Document"	the document proposed to be sent to holders of Atlas Shares containing, amongst other things, the terms and conditions of the Offer and where appropriate, any other document(s) containing terms and conditions of the Offer
"Overseas Shareholders"	holders of Atlas Shares resident in or nationals or citizens of, jurisdictions outside the UK or who are nominees of, or custodians, trustees or guardians for, citizens or nationals of other countries
"Panel"	the Panel on Takeovers and Mergers
"Polish FSC"	the Polish Financial Supervisory Commission ("Komisja Nadzoru Finansowego")
"pounds" or "£"	UK pounds sterling, the lawful currency of the United Kingdom
"Public Offering Act"	the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005
"Restricted Jurisdiction"	Canada, Australia and Japan and any other jurisdiction in relation to which the extension or acceptance of the Offer to such jurisdiction would violate the laws of such jurisdiction, or where local laws or regulation may result in a significant risk of civil, regulatory or criminal exposure if information on the Offer is sent or made available to Atlas Shareholders in that jurisdiction
"Treasury Shares"	shares held as treasury shares as defined in The Companies (Purchase of Own Shares) (Treasury Shares) Ordinance, 2006
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
"Warrant Instrument"	the warrant instrument executed by Atlas on 23 February 2006 or any of the warrant issuance agreements between (1) Atlas and (2) AMC and each of the directors of AMC, executed on 23 February 2006
"WSE"	Warsaw Stock Exchange