TIDMADSS

RNS Number : 1855P

Atlas Dev & Support Services Ltd

16 February 2016

Atlas Development & Support Services Limited / Ticker: ADSS / Index: AIM / Sector: Support Services

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION OTHER THAN THE UNITED KINGDOM IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONTAIN OR CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD CONSTITUTE A CONTRAVENTION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

16 February 2016

Atlas Development & Support Services Limited

('Atlas' or the 'Company')

Results of Placing

Further to the announcement yesterday, the Board of Atlas is pleased to announce that it has successfully raised $5million before expenses by way of an issue of 1,064,307,692 new ordinary shares of no par value in the Company ("Ordinary Shares") at a price of 0.325 pence per ordinary share (the "Placing").

The proceeds of the Placing will be used to fund initial construction and a full feasibility study for the Company's Chancho Project in Ethiopia, a new state-of-the art glass manufacturing facility 45km north of the capital, Addis Ababa.

Related Party Transactions

Pursuant to the Placing, certain directors of the Company (the "Participating Directors") and a substantial shareholder (US Global Investors Fund) have committed to subscribe for new Ordinary Shares under the Placing as follows:

 
 Director       Existing        Existing        No of         Shareholding     Shareholding 
                 shareholding    shareholding    shares        interest         interest as 
                 interest        interest        subscribed    on completion    % of enlarged 
                 (no. of         (%)             for under     of the           issued share 
                 shares)                         Placing       Placing          capital 
-------------  --------------  --------------  ------------  ---------------  --------------- 
                                                42,572,308 
 Ian Mann       10,132,951      2.34             *             52,702,259      3.52 
-------------  --------------  --------------  ------------  ---------------  --------------- 
 Carl Esprey    277,778         0.06            10,643,077    10,920,855       0.73 
-------------  --------------  --------------  ------------  ---------------  --------------- 
 Lachlan 
  Monroe        166,667         0.04            10,643,077    10,809,744       0.72 
-------------  --------------  --------------  ------------  ---------------  --------------- 
 
 
 Significant     Existing        Existing        No of          Shareholding     Shareholding 
  Shareholder     shareholding    shareholding    shares         interest         interest as 
                  interest        interest        subscribed     on completion    % of enlarged 
                  (no. of         (%)             for under      of the           issued share 
                  shares)                         Placing        Placing          capital 
--------------  --------------  --------------  -------------  ---------------  --------------- 
 US Global 
  Investors 
  Fund           67,534,983      15.59            212,861,538   280,396,521       18.73 
--------------  --------------  --------------  -------------  ---------------  ---------------

* Held through Meridian Global Energy & Services Fund Limited, a company of which Mr. Mann is a director.

The directors' participation in the Placing is deemed to be a Related Party Transaction under Rule 13 of the AIM Rules for Companies. The Board of the Company (with the exception of the Participating Directors) having consulted with the Company's nominated adviser, Stifel Nicolaus Europe Limited, considers that the terms of the Placing with Participating Directors are fair and reasonable insofar as the Company's shareholders are concerned.

US Global Investors Fund (the "Substantial Shareholder") has a current holding representing 15.59% of the existing share capital of the Company, and is considered a related party under the AIM Rules for Companies by virtue of its shareholding. The Substantial Shareholder's participation in the Placing is deemed to be a Related Party Transaction under Rule 13 of the AIM Rules for Companies. The Board of the Company having consulted with the Company's nominated adviser, Stifel Nicolaus Europe Limited, considers that the terms of the Placing with the Substantial Shareholders are fair and reasonable insofar as the Company's shareholders are concerned.

A General Meeting to vote on resolutions relating to the Placing will be held at 12 noon on 10 March 2016 at Richmond House, St Julian's Avenue, St Peter Port, Guernsey GY1 1GZ. Subject to the approval of the resolutions at the General Meeting and the approval of the Placing by the Capital Markets Authority of Kenya, the Company expects the Placing Shares to be admitted to trading on AIM and the GEMS segment of the Nairobi Securities Exchange on or before 15 March 2016.

** ENDS **

For further information please visit www.atlassupport.com or contact:

 
 Carl Esprey          Atlas                Tel: +44 (0) 
                                            20 7408 9200 
 Callum Stewart       Stifel Nicolaus      Tel: +44 (0) 
                       Europe Limited       20 7710 7600 
 Ashton Clanfield     Stifel Nicolaus      Tel: +44 (0) 
                       Europe Limited       20 7710 7600 
 Tunga Chigovanyika   Stifel Nicolaus      Tel: +44 (0) 
                       Europe Limited       20 7710 7600 
 Edward Burbidge      Burbidge Capital     Tel: +254 (0) 
                                            202 100 102 
 Hugo de Salis        St Brides Partners   Tel: +44 (0) 
                       Ltd                  20 7236 1177 
 Charlotte            St Brides Partners   Tel: +44 (0) 
  Heap                 Ltd                  20 7236 1177

Disclaimer

This announcement contains certain forward-looking statements. These statements are made by the Company's Directors in good faith based on the information available to them up to the time of their approval of this announcement but such statements should be treated with caution due to inherent uncertainties, including both economic and business factors, underlying such forward-looking information. This announcement should not be relied on by any other party or for any other purpose.

This announcement and the information contained herein is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration. Any public offering of securities to be made in the United States would be made by means of a prospectus that would contain detailed information about the Company and its management, as well as financial statements. The Company does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States or any other jurisdiction. Any public offering of securities to be made in the United States would be made by means of a prospectus that would contain detailed information about the Company and its management, as well as financial statements. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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February 16, 2016 03:46 ET (08:46 GMT)

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