The General Meeting is today 19 January 2017 at Richmond House, St Julian’s Avenue, St Peter Port, Guernsey GY1 1GZ.

Meanwhile....

3. Terms of the MOU
The principal terms of the MOU are as follows:

a) Mr Bodenstein will take the role of “COO” of Atlas, and subject to certain conditions being satisfied will be appointed to the board of Atlas.
b) As “COO”, Mr Bodenstein will devote the required time:
● to negotiate and arrange for Atlas to acquire (whether through purchase or new grant) all necessary licences, consents, authorisations and/or similar or equivalent permissions required to enable Atlas (directly or through a subsidiary company) to conduct Physical Gaming in accordance with applicable laws, rules and regulations in each of Zambia, Lesotho, Swaziland and Uganda (the “Phase 1 Licence Acquisitions”);
● to negotiate and arrange for Atlas to acquire (whether through purchase or new grant) all necessary licences, consents, authorisations and/or similar or equivalent permissions required to enable Atlas (directly or through a subsidiary company) to conduct Physical Gaming in accordance with applicable laws, rules and regulations in Ghana (or another jurisdiction to be agreed with Atlas, in due course, the “Phase 2 Licence Acquisition”); and
● following the Phase 1 Licence Acquisitions and/or Phase 2 Licence Acquisition, to manage all operational aspects of the Physical Gaming business.

c) Atlas will:
● allocate an agreed budget for the process of the Phase 1 Licence Acquisitions and will however retain control over the funds; Atlas will only make any such payments once it has satisfied all relevant and applicable KYC/CDD checks on the proposed beneficiary of the payment and otherwise satisfied itself as regards due diligence investigations into the
proposed beneficiary and generally as regards the Phase 1 Licence Acquisitions in question; and
● will undertake to arrange for funding of the roll‐out of the Physical Gaming division (i.e. primarily financing of the purchase, delivery, installation and back office functionality of the physical slot machines) and provide working capital, in accordance with an agreed “roll‐out budget”.

d) Subject to Atlas having obtained a waiver of Rule 9 of the Takeover Code and its shareholders having passed the requisite whitewash resolution (and any other consents, approvals, authorities which may be required so as to ensure that WB is not required to make a mandatory cash offer to acquire the remaining shares in Atlas, under Rule 9 of the Takeover Code (or
any similar/equivalent provision) having been obtained), in consideration for achieving the agreed targets, Mr Bodenstein will receive new shares in the capital of Atlas as follows (the “Consideration Shares”):
● US$1m worth of new shares in the capital of Atlas, at a valuation of 0.1p per Atlas share and a US$:GB£ exchange rate of 1.267:1 upon completion of the Phase 1 Licence Acquisitions to the satisfaction of Atlas, being 789,265,983 new Atlas shares;
● US$1m worth of new shares in the capital of Atlas, at a valuation of 0.1p per Atlas share and a US$:GB£ exchange rate of 1.267:1 upon completion of the Phase 2 Licence Acquisition to the satisfaction of Atlas, being 789,265,983 new Atlas shares; and
● US$1m worth of new shares in the capital of Atlas, at a valuation of 0.1p per Atlas share and a US$:GB£ exchange rate of 1.267:1 following establishment of the Physical Gaming and as soon as practicable following the 3rd consecutive month in which the Physical Gaming division has more than 100 slot machines deployed, installed and operating across
Zambia, Lesotho & Swaziland, being 789,265,983 new Atlas shares.
Acknowledging the fact that the Company’s ability to issue the Consideration Shares is strictly subject to the conditions set out above, the Company will take all necessary steps towards achieving satisfaction of such conditions without delay as soon as practicable following the General Meeting referred to below. In this regard it is currently expected that a further
general meeting will be held in Q1 2017 to obtain the requisite approvals.

Atlas African Industries Limited / Ticker: AAI / Index: NSE / Sector: Support Services

20 January 2017

Atlas African Industries Limited (‘Atlas’ or the ‘Company’)

Result of General Meeting

Atlas African Industries Limited (NSE: ADSS), is pleased to announce that all resolutions were duly passed (see above) at the Company's General Meeting held yesterday.
Carl Esprey, Chief Executive Officer of Atlas, said: “We are delighted to receive the continued support of our valued shareholders as we look to transition our business towards the African gaming sector. We will continue to keep investors appraised of progress and hope to have further updates in the coming weeks.”

** ENDS **

Very good company