TIDMATMA
RNS Number : 8189J
ATLAS Mara Limited
30 June 2017
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD
BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS IS NOT A PROSPECTUS BUT AN ADVERTISEMENT. INVESTORS SHOULD
NOT SUBSCRIBE FOR SECURITIES REFERRED TO IN THIS ADVERTISEMENT
EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS.
30 June 2017
ATLAS MARA LIMITED
Publication of Circular and Notice of General Meeting
Further to the recent announcement by Atlas Mara Limited ("Atlas
Mara" or the "Company", and together with its subsidiaries, the
"Group") regarding the strategic financing agreement with Fairfax
Africa Holdings Corporation ("Fairfax Africa") on 21 June 2017 and
a raising of $200 million of new capital from Fairfax Africa and
existing shareholders of the Company, the Company announces the
publication of a circular (the "Circular") in connection with the
strategic financing.
The Circular contains the notice convening the General Meeting
of Shareholders to be held at 10.00 a.m. EST on 14 July 2017 at 375
Park Avenue, New York, NY 10152. The Circular has been posted to
Atlas Mara shareholders together with the Form of Proxy and Form of
Instruction for voting on the resolutions to be proposed at the
General Meeting. The Circular is also available to view on the
Company's website at www.atlasmara.com.
The Circular indicates that consent of the holders of the
Founder Preferred Shares (being Atlas - AFS Partners LLC and Mara
Partners FS Limited) is required for the amendment to the articles
of association of the Atlas Mara proposed by the third resolution
in the Circular. Since the Circular went to print, the holders of
the Founder Preferred Shares have unanimously given this
consent.
Contact Details
Investors
John-Paul Crutchley +971 4 275 6000
Kojo Dufu, +1 212 883 4330
Media
Teneo Strategy, +44 (20) 7260 2700
Anthony Silverman
Financial Advisers
Citigroup Global Markets Limited is acting as Financial Adviser
and Corporate Broker to the Company.
Citigroup
+44 (0) 20 7986 4000
Jean Lafontaine
Peter Brown
Vimal Bhogaita
About Atlas Mara
Atlas Mara Limited (ATMA.L) is a financial services institution
listed on the London Stock Exchange. Its vision is to create
sub-Saharan Africa's premier financial services institution through
organic and inorganic growth by combining the best of global
institutional knowledge with extensive local insights. With a
presence in seven sub-Saharan countries, Atlas Mara aims to be a
positive disruptive force in the markets in which we operate by
leveraging technology to provide innovative and differentiated
product offerings, excellent customer service and accelerate
financial inclusion in the countries in which the Company operates.
For more information, visit www.atlasmara.com.
This announcement has been issued by and is the sole
responsibility of Atlas Mara Limited.
This announcement is not the Prospectus or an extract from, a
summary or an abridged version of the Prospectus but an
advertisement and is for information purposes only and does not
constitute or form part of any offer of, or invitation to purchase
or subscribe for, or any solicitation to purchase or subscribe for
New Ordinary Shares or to take up any entitlements to New Ordinary
Shares in any jurisdiction in which such an offer or solicitation
is unlawful. Investors should not acquire any New Ordinary Shares
referred to in this announcement except on the basis of the
information contained in the Prospectus, when published. This
announcement cannot be relied upon for any investment contract or
decision.
A copy of the Prospectus, when published, will be available from
the registered office of the Company and on the Company's website
(http://atlasmara.com). Neither the content of Atlas Mara's website
nor any website accessible by hyperlinks on Atlas Mara's website is
incorporated in, or forms part of, this announcement. The
Prospectus will give further details of the New Ordinary Shares
being offered pursuant to the equity offering. The application
forms are expected to be despatched on or around the date the
Prospectus is published.
There will be no public offer of New Ordinary Shares in the
United States, Canada, Australia, Japan or South Africa, or any
other jurisdiction in which such offer solicitation or sale would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of such jurisdiction. This
announcement does not constitute or form part of an offer or
solicitation to purchase or subscribe for securities of the Company
in the United States, Canada, Australia, Japan or South Africa or
any other such jurisdiction.
The information contained in this announcement is not for
release, publication or distribution, whether in whole or in part
and whether directly or indirectly, to persons in the United
States, Canada, Australia, Japan or South Africa, and should not be
distributed, forwarded to or transmitted in or into any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations.
Securities laws of certain jurisdictions may restrict the
Company's ability to allow participation by certain Shareholders in
the equity offering or any future issue of shares carried out by
the Company. Shareholders who have a registered address or are
resident in, or who are citizens of, countries other than the
United Kingdom should consult their professional advisors as to
whether they require any government or other consents or need to
observe any other formalities to enable them to receive New
Ordinary Shares or application forms.
The distribution of this announcement, the Prospectus, the
application forms and/or the transfer of New Ordinary Shares into
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement,
the Prospectus, the application form and/or any accompanying
documents should inform themselves about and observe any such
restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of such
jurisdictions. In particular, subject to certain exceptions, the
Prospectus and the application form should not be distributed,
forwarded to or transmitted in or into the United States, Canada or
South Africa.
None of the Mandatory Convertible Bonds or the New Ordinary
Shares have been or will be registered under the US Securities Act
of 1933, as amended (the "US Securities Act") or under the
applicable securities laws of any state, province or territory of
the United States. Accordingly, the Mandatory Convertible Bonds and
the New Ordinary Shares may not be offered, sold, taken up,
renounced or delivered, directly or indirectly, within the United
States except pursuant to an applicable exemption from, or in
transactions not subject to, the registration requirements of the
US Securities Act and in accordance with any applicable securities
laws of any state, province or other territory of the United
States. There will be no public offering of the Mandatory
Convertible Bonds or the New Ordinary Shares in the United
States.
The contents of this announcement are not to be construed as
legal, business, financial or tax advice. Neither the Company nor
any of its representatives is making any representation to any
offeree or purchaser of the New Ordinary Shares regarding the
legality of an investment in the New Ordinary Shares by such
offeree or purchaser under the laws applicable to such offeree or
purchaser. Each prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice in connection
with the purchase of the New Ordinary Shares.
This announcement contains or incorporates by reference
"forward-looking statements" which are based on the beliefs,
expectations and assumptions of Atlas Mara, the Directors, and
other members of senior management about the Group's business,
strategy, plans or future financial operating performance and the
Bond Issue and the equity offering described in this announcement.
All statements other than statements of historical fact included in
this announcement may be forward-looking statements. Generally,
words such as "will", "may", "should", "could", "estimates",
"continue", "believes", "expects", "aims", "targets", "projects",
"intends", "anticipates", "plans", "prepares", "seeks" or, in each
case their negative or other variations or similar or comparable
expressions identify forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. They are not
guarantees of future performance and actual results could differ
materially from those contained in the forward-looking statement.
These forward-looking statements reflect the current views, beliefs
of the Directors and other members of senior management, as well as
assumptions made by them and information currently available to
them. Estimates and assumptions involve known and unknown risks,
uncertainties and other factors, many of which are outside the
control of the Group and are difficult to predict. Such risks,
factors and uncertainties may cause actual results to differ
materially from any future results or developments expressed or
implied from the forward-looking statements. Although the Directors
and other members of senior management believe that these beliefs
and assumptions are reasonable, by their nature, forward-looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future or are beyond the Group's control. The Directors and other
members of senior management believe that these risks and
uncertainties include but are not limited to: changes in the credit
quality and the
recoverability of loans and amounts due from counterparties;
changes in the Group's financial models incorporating assumptions,
judgments and estimates which may change over time; risks relating
to capital, capital management and liquidity; risks associated with
the implementation of Basel III and uncertainty over the timing and
scope of regulatory changes in the various jurisdictions in which
the Group operates; risks arising out of legal, compliance and
regulatory matters, investigations and proceedings; operational
risks inherent in the Group's business; risks arising out of the
Group's holding company structure; risks associated with the
recruitment, retention and development of senior management and
other skilled personnel; risks associated with business expansion
and engaging in acquisitions and/or selective disposals; risks
associated with the execution of the Group's detailed strategy
review including as to timing and as to realization of the
estimated benefits of that strategy review; changes to the Group's
RWA, cost reduction and return on equity targets; reputational
risk; global macroeconomic risks; risks arising out of the
dispersion of the Group's operations, the locations of its
businesses and the legal, political and economic environment in
such jurisdictions; competition; legislation and regulations in the
jurisdictions in which the Group operates; changes in the credit
ratings or outlook for the Group; market, interest rate, commodity
price, equity price and other market risks; foreign exchange risk;
financial market volatility; systemic risk in the banking industry
and among other financial institutions or corporate borrowers;
cross-border country risk; risks arising from operating in markets
with less developed judicial and dispute resolution systems; risks
arising out of hostilities, terrorist attacks, social unrest or
natural disasters; risk of the price of the New Ordinary Shares
falling below the Issue Price; failure to generate sufficient level
of profits and cash flows to pay future dividends; risk of dilution
for shareholders not acquiring New Ordinary Shares; and risk of
dilution resulting from any future issue of Ordinary Shares. These
factors should not be construed as exhaustive and should be read
with the other cautionary statements in this announcement and the
Prospectus, when published. Moreover, new risk factors may emerge
from time to time and it is not possible to predict all such risks
or assess their impact for disclosure in this announcement. Any
forward-looking statement contained in this announcement is based
on past or current trends and/or activities of Atlas Mara should
not be taken as a representation that such trends or activities
will continue in the future. No statement in this announcement is
intended to be a profit forecast or to imply that the earnings of
the Company for the current year or future years will necessarily
match or exceed the historical or published earnings of the Company
and/or the Group. Each forward looking statement speaks only as of
the date of the particular statement. Except as required by the
Financial Conduct Authority (in its capacity as the UK Listing
Authority), or the listing rules, the disclosure guidance and
transparency rules, the prospectus rules (each as made under Part
VI of FSMA, as amended), or the London Stock Exchange or otherwise
by law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein, whether as a result of
any change in events, conditions or circumstances or otherwise on
which any such statement is based. Investors should consult the
disclosures we have made in our annual report and other
announcements relating to risks the Group faces and which are
available on our website. In addition, the Prospectus will contain
a detailed discussion of the factors that could affect the
Company's future performance. In light of the risks that the
Company faces, uncertainties and assumptions, the events described
in the forward-looking statements in this announcement may not
occur.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOGWGUPPQUPMGQU
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