(ATL) Atlantic Global

21 February 2012

Recommended Cash Offer

by

KeyedIn (UK) Limited ("KeyedIn")

For

Atlantic Global plc ("Atlantic Global")

OFFER DECLARED WHOLLY UNCONDITIONAL

DIRECTORS' DEALINGS

CANCELLATION OF TRADING ON AIM

1.                Introduction

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the offer document sent to shareholders of Atlantic Global on 31 January 2012 (the "Offer Document").

On 31 January 2012, the Independent Directors and KeyedIn announced the terms of a recommended cash offer (the "Offer") by KeyedIn for the entire issued and to be issued share capital of Atlantic Global, excluding the Roll-over Shares (to be acquired through the Share Exchange Deed). The full terms and conditions of the Offer and procedures for acceptance were set out in the Offer Document.

KeyedIn is pleased to announce that all the conditions of the Offer have now been satisfied and the Offer is hereby declared wholly unconditional. This includes the passing of the Ordinary Resolution relating to the arrangements with Eugene Blaine pursuant to the Share Exchange Deed as announced on 20 February 2012.

2.                Level of Acceptances

As at 1.00pm (London time) on 21 February 2012, KeyedIn had received valid acceptances in respect of 19,530,199 Offer Shares representing approximately 96.01 per cent. of the Offer Shares, all of which KeyedIn may count towards the satisfaction of its acceptance condition.

As at 1.00pm (London time) on 21 February 2012, valid acceptances had been received in respect of 13,504,820 Offer Shares, which were the subject of irrevocable undertakings, representing approximately 66.4 per cent. of the Offer Shares.

The Offer will remain open for acceptance until further notice, being at least 14 days. All other terms and conditions contained in the Offer Document still apply.

Prior to making the Offer, neither KeyedIn, the KeyedIn Directors nor any persons acting in concert with KeyedIn owned or had any beneficial or non-beneficial interest in the share capital of Atlantic Global.

Neither KeyedIn, the KeyedIn Directors nor any persons acting in concert with KeyedIn, is interested in or has any rights to subscribe for any Atlantic Global Shares nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to Atlantic Global Shares. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Atlantic Global Shares and any borrowing or lending of Atlantic Global Shares which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to Atlantic Global Shares

3.                Dealings by Atlantic Global Directors

Atlantic Global has following 1.00pm (London time) on 21 February 2012 issued a further 2,083,264 Atlantic Global Shares as a result of Atlantic Global Options being exercised.

As a result of the exercise of Atlantic Global Options, the Atlantic Global Directors have had the following further dealings in the relevant securities of Atlantic Global:

Application has been made for the 2,083,264 Ordinary Shares of 5 pence each to be admitted to trading on AIM.  Admission of the shares is expected to occur on 27 February 2012.  Following Admission Atlantic Global will have 24,468,614 Ordinary Shares in issue.

4.                Settlement of Consideration

Settlement of the cash consideration due to accepting Atlantic Global Shareholders will be despatched (or, in the case of Atlantic Global Shareholders holding their Offer Shares held in uncertificated form, shall be credited through CREST): (i) in the case of Atlantic Global Shareholders who validly accepted the Offer by 1.00 pm on 21 February 2012, on or before 6 March 2012; and (ii) in the case of Atlantic Global Shareholders who validly accept after 1.00 pm on 21 February 2012, within 14 days of the receipt of such acceptances.

5.                Compulsory Acquisition, Delisting and Cancellation of Trading in Atlantic Global Shares

As KeyedIn has received acceptances under the Offer in respect of 90 per cent. or more of the Offer Shares, KeyedIn intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the remaining Offer Shares in respect of which the Offer has not been accepted following the Offer becoming or being declared unconditional in all respects and will deem such shareholders to have made an election to receive cash pursuant to the Offer.

As KeyedIn is now interested in more than 75 per cent. of the issued share capital of Atlantic Global, Atlantic Global has applied to the London Stock Exchange for the cancellation of trading in Atlantic Global's Shares on AIM. It is anticipated that cancellation and de-listing will take place 20 Business Days from today's date, being 21 March 2012. De-listing will significantly reduce the liquidity and marketability of any Offer Shares not acquired by KeyedIn. Following such cancellation, KeyedIn intends to seek to procure the re-registration of Atlantic Global as a private company.

If you are in any doubt about this Offer or as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000. If you are outside the UK, you should immediately consult an appropriately authorised independent financial adviser.

6.                Enquiries

For further information, please contact:

IMPORTANT NOTICE

In accordance with Rule 2.10 of the Code, Atlantic Global confirms that there are 24,468,614 Atlantic Global Shares of 5 pence each in issue under ISIN Code GB0009250845.

Daniel Stewart, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for Atlantic Global and no one else in connection with the Offer and will not be responsible to anyone other than Atlantic Global for providing the protections afforded to clients of Daniel Stewart or for providing advice in relation to the Offer or any other matters referred to in this announcement.

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

OVERSEAS SHAREHOLDERS

This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by KeyedIn and permitted by applicable law and regulation, subject to certain exemptions, the Offer is not being, and will not be, made, directly or indirectly, in or into and will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, unless otherwise determined by KeyedIn, copies of this announcement and any other documentation relating to the Offer are not being and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction and persons receiving this announcement and any other documentation relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may be a breach of applicable law and regulation  in  that  jurisdiction and may invalidate any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction.

Any person (including nominees, trustees and custodians) who would, or otherwise intends to, or may have a legal or contractual obligation to, forward this announcement and/or any documentation relating to the Offer to any jurisdiction outside the United Kingdom, should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction and seek appropriate advice.

FORWARD-LOOKING STATEMENTS

This announcement includes certain "forward-looking" statements with respect to the financial condition, results of operations and business of Atlantic Global and/or KeyedIn and certain plans and objectives of the board of directors of Atlantic Global, and KeyedIn with respect thereto. The forward-looking statements contained herein may include statements about the expected effects on KeyedIn or Atlantic Global  of  the  Offer,  the  expected  timing  and  scope  of  the  Offer,  anticipated  earnings enhancements, other  strategic  options  and  all  other  statements  in  this  announcement other  than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. These statements are based on assumptions and assessments made by the boards of directors of Atlantic Global and KeyedIn in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. They have not been reviewed by the auditors of Atlantic Global or KeyedIn. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

All subsequent oral or written forward-looking statements attributable to Atlantic Global or KeyedIn or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements included in this announcement are based on information available to Atlantic Global and KeyedIn on the date of this announcement and are made only as of the date of this announcement. Undue reliance should not be placed on such forward-looking statements.

Subject to compliance with the Code and other legal and regulatory requirements, neither Atlantic Global nor KeyedIn intend, or undertake any obligation, to update any information contained in this announcement.

DEALING DISCLOSURE REQUIREMENTS

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 8.3.2.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Atlantic Global Shareholders

Addresses, electronic addresses and certain information provided by Atlantic Global Shareholders, persons with information rights and other relevant persons for the receipt of communications from Atlantic Global may be provided to KeyedIn during the offer period as requested under Section 4 of Appendix 4 of the Code.

Publication on website and availability of hard copies

A copy of this announcement will be made available free of charge, at www.atlantic-ec.com/investors.html  by no later than 12 noon on 23 February 2012 and will be available during the course of the Offer. You may request a hard copy of this announcement, free of charge, by contacting the Company Secretary of Atlantic Global, on +44 (0) 1274 863300 or Alison Starr of Pinsent Masons LLP on +44 (0) 113 244 5000. You may also request that all future documents, announcements and information sent to you in relation to the Offer should be in hard copy form.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

ALL REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON TIME