SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 1997
Atlantic International Entertainment, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-27256 13-3858917
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 East Palmetto Park Road, Suite 200, Boca Raton, Florida 33431
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (561) 393-6685
2290 Corporate Boulevard, Suite 311, Boca Raton, Florida 33431
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
ITEM 5. OTHER ITEMS.
The Company is making this statement in order to satisfy the "safe harbor"
provisions contained in the Private Securities Litigation Reform Act of 1995.
This Report on Form 8-K includes forward-
<PAGE>
looking statements relating to the business of the Company. Forward-looking
statements contained herein or in other statements made by the Company are made
based on Management's expectations and beliefs concerning future events
impacting the Company and are subject to uncertainties and factors relating to
the Company's operations and business environment, all of which are difficult to
predict and many of which are beyond the control of the Company, that could
cause actual results of the Company to differ materially from those matters
expressed in or implied by forward-looking statements. The Company believes that
the following factors, among others, could affect its future performance and
cause actual results of the Company to differ materially from those expressed in
or implied by forward-looking statements made by or on behalf of the Company;
(a) general economic, business and market conditions; (b) competition; (c) the
success of advertising and promotional efforts; (d) trends within the Internet
Gaming and Internet Supply Provider industries; (e) the existence or absence of
adverse publicity; (f) changes in relationships with the Company's major
customers or in the financial condition of those customers; and (g) the adequacy
of the Company's financial resources and the availability and terms of any
additional capital. Such forward-looking statements are based on assumptions
that the Company will continue to design, market and provide successful new
services, that competitive conditions will not change materially, that demand
for the Company's services will continue to grow, that the Company will retain
and add qualified personnel, that the Company's forecasts will accurately
anticipate revenue growth and the costs of producing that growth, and that there
will be no material adverse change in the Company's business. In light of the
significant uncertainties inherent in the forward-looking information included
in this Form 8-K, actual results could differ materially from the
forward-looking information contained herein.
HOSKEN CONSOLIDATED INVESTMENTS, LTD. TRANSACTION
On April 30, 1998, the Company entered into a Securities Purchase Agreement with
Hosken Consolidated Investments, Ltd., a South African corporation for the
purchase of 1,000,000 shares of the Company's Common Stock at $4.00 per share.
Hosken is engaged in the technology industry, including cellular,
telecommunications, video gaming and media. In addition, the Company, through a
South African subsidiary will expand marketing and distribution of its products
with the assistance of Hosken and its related company.
COMS21 LIMITED TRANSACTION
On May 21, 1998, the Company's wholly owned subsidiary, AIE, Australia, Ltd.
("AIEA") filed with the Australian Securities Commission Part A of the Offer for
the acquisition for an Australian listed company, Coms21 Limited. Company is
offering Coms21 shareholders and option holders stock in the Company. If AIEA
acquires 100% of the securities of Coms21, the Company will exchange 9,700,000
shares of the Company's Common Stock, through AIEA. The transaction is valued at
approximately $40,000,000.00 (US). Coms21 was selected as an acquisition target
by the Company because of its proprietary "Smartcard" technology which will be
marketed to the customers of the Company's Interactive and Internet software to
facilitate cash transactions over the Internet. In addition, Coms21 has
marketing and distribution channels in China. The Company views China as the
largest growth market for its software products after Australia and South
Africa.
<PAGE>
REGISTRATION STATEMENT FILING
Contemporaneously with the Offer to acquire the securities of Coms21 described
above, the Company intends to file a Registration Statement on Form S-1 with the
Securities and Exchange Commission to register all of the shares of Common Stock
acquired by the Coms21 securities holders and the most of the shares currently
owned by the principal stockholders and others of the Company that bear
restrictive legends. The Company intends to use its commercially reasonable best
efforts to file the above registration statement with the Securities and
Exchange Commission for the registration of the shares of Common Stock and to
maintain the effectiveness of such registration statement for a period of one
year. The Company believes that, during the period of effectiveness of such
registration statement, some of the Company's principal stockholders may sell
all or any of the shares of Common Stock without restriction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS.
Exhibit Number Description of Document
- -------------- -----------------------
10.1 Securities Purchase Agreement, dated as of April 30, 1998,
between Atlantic International Entertainment, Ltd. and
Hosken Consolidated Investments, Ltd. Incorporated by
reference to Exhibit 10.5 to the Company's Form 10-KSB
dated May 26, 1998.
10.2* Offer by Atlantic International Entertainment, Ltd. to
purchase the securities of Coms21 Limited, dated May 21,
1998, together with Part A thereof.
- -----------------
Included herewith
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
Dated: May 27, 1998 By: /s/ Norman J. Hoskin
-------------------------------
Name: Norman J. Hoskin
Title: Chairman
OFFER
BY
ATLANTIC INTERNATIONAL ENTERTAINMENT AUSTRALIA PTY LIMITED ACN 079 475 844
(incorporated in Australia)
A WHOLLY OWNED SUBSIDIARY OF ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
(a Delaware Corporation - United States)
TO PURCHASE YOUR
FULLY PAID ORDINARY SHARES AND OPTIONS IN
COMS21 LIMITED
ACN 057 884 876
1. AIEA OFFER
1.1 AIEA offers to acquire your COMS21 Shares and Options on the terms
and conditions of this Offer. You may only accept this Offer in
respect of all of your COMS21 Shares and Options.
1.2 The consideration being offered by AIEA is:
(a) 1 AIE Ltd Share, credited as fully paid, for 10 of your COMS21
Shares; and
(b) 1 AIE Ltd Share, credited as fully paid, for 14 of your COMS21
20 cent June 1998 Options; and
(c) 1 AIE Ltd Share, credited as fully paid, for 18 of your COMS21
30 cent February 1999 Options; and
(d) 1 AIE Ltd Share, credited as fully paid, for 18 of your COMS21
30 cent April 1999 Options.
Fractional entitlements will be rounded up.
1.3 AIEA will transfer to you the shares in AIE Ltd in consideration for
your COMS21 Shares and Options on or before the earlier of:
(a) 21 days after the end of the Offer Period; and
(b) 30 days after this Offer is accepted or the contract resulting
from its acceptance becomes unconditional, whichever is the
later.
1.4 If you accept this Offer and AIEA acquires your COMS21 Shares and
Options, AIEA will also be entitled to all Rights in respect of your
COMS21 Shares and Options.
1.5 Your shares in AIE Ltd will be sent by pre-paid mail to your address
as shown in the Form of Acceptance and Transfer.
1.6 If you wish to accept this Offer and you are not resident in the
Commonwealth of Australia or your acceptance is for any reason
governed by a Foreign Law, then you should ensure you comply with
any relevant Foreign Law. It is your sole responsibility to satisfy
yourself as to full compliance with the Foreign Law and to obtain
any necessary governmental or other consents. This Offer is not
registered in any jurisdiction outside Australia (unless that
registration is treated by a Foreign Law as occurring by reason of
the registration of the Part A Statement with the ASC).
2. OFFER PERIOD
This Offer will remain open for [ ](unless withdrawn) for acceptance
during the period commencing on the date of this Offer and ending at
[ ], subject to any extension of that period pursuant to section 656
CORPORATIONS LAW.
3. WHO MAY ACCEPT
3.1 An offer in the Form of Acceptance and Transfer of this Offer is
being made to each holder of COMS21 Shares and Options registered,
or entitled to be registered, in the register of members of COMS21
at 9.00am (Brisbane time) on the date of this Offer.
3.2 If at the time this Offer is made to you another person is, or at
any time during the Offer Period and before this Offer is accepted
becomes, the holder of, or is entitled to be registered as the
holder of, some or all of your COMS21 Shares and Options (in this
clause referred to as the `TRANSFERRED SHARES'), AIEA is deemed, in
place of this Offer:-
(a) to have made at that time to the other person, a corresponding
Offer relating to the transferred shares; and
(b) to have made at that time to you, a corresponding Offer
relating to your COMS21 Shares and Options other than the
transferred shares.
3.3 If at any time during the Offer Period and before this Offer is
accepted you hold your COMS21 Shares and Options in two or more
distinct portions (for example, some as trustee, nominee or
otherwise on account for another person) within the meaning of
section 650 CORPORATIONS LAW:
(a) this Offer is deemed to consist of a separate corresponding
Offer to you in relation to each distinct portion of your
COMS21 Shares and Options;
(b) to accept any of these corresponding Offers, you must, if your
holding relates to certificated COMS21 Shares and Options,
specify by written notice accompanying your Form of Acceptance
and Transfer, that your COMS21 Shares and Options consist of
distinct portions and the number of the COMS21 Shares and
Options to which the acceptance relates or if your holding
relates to an uncertificated CHESS holding of COMS21 Shares
and Options, give a notice in an electronic form approved by
the SCH Business Rules; and
(c) otherwise section 650 CORPORATIONS LAW applies to this Offer
in respect of your COMS21 Shares and Options and any
acceptance of this Offer by you.
4. HOW TO ACCEPT THIS OFFER
4.1 You may only accept this Offer in respect of all of your COMS21
Shares and Options.
4.2 You may only accept this Offer during the Offer Period.
<PAGE>
4.3 To accept this Offer, complete and sign the Form of Acceptance and
Transfer in accordance with the instructions on it and return it
with the relevant share and option certificates for your COMS21
Shares and Options, so that, if posted, the envelope in which they
are sent is postmarked before the end of the Offer Period (even if
received by AIEA after the end of the Offer Period) or, if
delivered, is received by AIEA or its Agent before the end of the
Offer Period.
4.4 To accept this Offer in respect of COMS21 Shares and Options which,
at the time of your acceptance, are entered in the CHESS
subregister, you must:
(a) if you are a broker or a non-broker participant, initiate
acceptance of this Offer in accordance with Rule 16.3 of the
SCH Business Rules before the end of the Offer Period; or
(b) in any other case, instruct your controlling participant to
initiate acceptance of this Offer in accordance with Rule 16.3
of the SCH Business Rules before the end of the Offer Period.
Alternatively, you may complete the Form of Acceptance and Transfer
(specifying details of your controlling participant), and AIEA or
its Agent will then instruct your controlling participant to
initiate acceptance on your behalf.
5. THE EFFECT OF ACCEPTANCE
5.1 By signing the Form of Acceptance and Transfer and returning it to
AIEA or its Agent, or initiating acceptance of this Offer through
CHESS, in the manner referred to in clause 4 you will have:
(a) accepted this Offer in respect of all of your COMS21 Shares
and Options regardless of the number of COMS21 Shares and
Options specified in the Form of Acceptance and Transfer
(subject, however, to clauses 3.2 and 3.3);
(b) agreed to transfer your COMS21 Shares and Options to AIEA
(subject to this Offer being declared free from the conditions
set out in clause 7 or such conditions being fulfilled);
(c) authorised AIEA and its Agent to complete the Form of
Acceptance and Transfer by correcting any errors in or
omissions from the Form of Acceptance and Transfer as may be
necessary:
(i) to make the Form of Acceptance and Transfer an
effectual acceptance of this Offer; and/or
(ii) to enable registration of the transfer to AIEA of your
COMS21 Shares and Options;
(d) if you signed the Form of Acceptance and Transfer in respect
of COMS21 Shares and Options entered in the CHESS Subregister,
irrevocably authorised AIEA (or any director, secretary or
agent of AIEA) to:
(i) instruct your controlling participant to initiate
acceptance of this Offer in respect of those COMS21
Shares and Options in accordance with the SCH Business
Rules; and
<PAGE>
(ii) take any step necessary to satisfy the SCH Business
Rules on your behalf in respect of those COMS21 Shares
and Options;
(e) irrevocably authorised and directed COMS21 to pay to AIEA or
to account to AIEA for all dividends and other distributions
and entitlements which are declared, paid or made or which
arise or accrue after [ ] May 1998 in respect of the COMS21
Shares and Options which AIEA acquires pursuant to this Offer,
subject, if your acceptance of this Offer is validly withdrawn
pursuant to section 658 CORPORATIONS LAW or the contract
resulting from that acceptance becomes void, to AIEA
accounting to you for any such dividends, distributions and
entitlements received by it;
(f) represented and warranted to AIEA that your COMS21 Shares and
Options will at the time of acceptance of this Offer and at
the time they are transferred to AIEA be fully paid up and
that AIEA will acquire good title to and beneficial ownership
of your COMS21 Shares and Options free from all mortgages,
charges, liens, encumbrances (whether legal or equitable) and
other third party interests of any kind;
(g) agreed to accept the shares in AIE Ltd being offered by AIEA;
(h) irrevocably appointed AIEA or its Agent as your attorney and
proxy to exercise all your powers and rights attaching to
COMS21 Shares and Options, including (without limitation) to
requisition, convene, attend and vote at all general meetings
of COMS21, from the time the contract resulting from your
acceptance of this Offer becomes unconditional until the
registration of AIEA as the holder of those COMS21 Shares and
Options and as your attorney to complete any proxy form in
connection with the appointment of AIEA or its nominee as your
proxy;
(i) agreed that in exercising the powers conferred by the power of
attorney in clause 5.1(h), AIEA or its Agent is entitled to
act in the interests of AIEA;
(j) agreed not to attend or vote in person at any general meeting
of COMS21 or to exercise or purport to exercise any of the
powers conferred on AIEA or its Agent in clause 5.1(h);
(k) authorised COMS21, before registration of the transfer of your
COMS21 Shares and Options under this takeover scheme, to
transmit all or any of your COMS21 Shares and Options to any
register maintained by COMS21, which AIEA in its absolute
discretion considers desirable;
(l) represented and warranted to AIEA that the making by AIEA to
you, and your acceptance of this Offer, is lawful under any
Foreign Law which applies to you, to the making of this Offer,
or to your acceptance of this Offer; and
(m) agreed to indemnify COMS21 and AIEA fully in respect of any
claim, demand, action, suit or proceeding made or brought
against COMS21, and any loss, expense, damage or liability
whatsoever suffered or incurred by AIEA , in each case as a
result of any representation or warranty made by you herein
not being true or AIEA not receiving from you the
certificate(s) for your COMS21 Shares and Options (including
without limiting the generality of the foregoing, any loss,
cost, expense, damage or liability incurred by AIEA by reason
of an application made under clause 5.3).
<PAGE>
5.2 AIEA may at any time at its absolute discretion:
(a) treat the receipt by it of a Form of Acceptance and Transfer
during the Offer Period (or in an envelope post-marked before
the expiry of the Offer Period) as a valid acceptance although
it does not receive the relevant share or option
certificate(s) or any of the other requirements for a valid
acceptance have not been complied with; and
(b) where you have satisfied the requirements for acceptance in
respect of some only of your COMS21 Shares and Options, treat
the acceptance as a valid acceptance in respect of those
COMS21 Shares and Options.
In respect of any part of an acceptance treated by it as valid, AIEA
will provide you with the relevant consideration in accordance with
clause 6.1.
5.3 Notwithstanding clause 5.2, if AIEA receives your Form of Acceptance
and Transfer and does not receive all of the certificates relating
to your COMS21 Shares and Options within the period specified in
clause 6.1 for the provision by AIEA of the consideration under this
Offer (the non-delivered certificates being referred to in this
clause as the `LOST CERTIFICATES'), the lost certificates are, at
the option of AIEA deemed lost, and by giving AIEA that Form of
Acceptance and Transfer you authorise AIEA as your agent and
attorney in your name and on your behalf to:
(a) apply to COMS21 for duplicate share or option certificates to
replace the lost certificates;
(b) make a statement in writing to COMS21 that the lost
certificates have been lost and have not been pledged, sold or
otherwise disposed of, nor dealt with so as to give any other
person right, title or interest in or to them, and that proper
searches for the lost certificates have been made;
(c) undertake to COMS21 that if the lost certificates are found
they will be returned immediately to COMS21;
(d) undertake to COMS21 to indemnify and keep indemnified COMS21
and the directors and other officers of COMS21 against any
claim, action, damage, suit, demand, loss, expense or
proceeding which may arise by reason of any application made
to COMS21 pursuant to this clause or the consequent issue of
duplicate share or option certificates; and
(e) receive any duplicate certificate which may be issued by
COMS21 pursuant to an application made to COMS21 under this
clause.
5.4 AIEA is under no obligation to accept a transfer of your COMS21
Shares and Options unless share or option certificates evidencing
title to the COMS21 Shares and Options are received by AIEA and AIEA
may choose not to exercise its rights under clause 5.3 for all or
any COMS21 Shares and Options held by you for which certificates
have been lost or deemed to have been lost.
<PAGE>
6. AIEA OBLIGATIONS IN RESPECT OF ACQUIRED COMS21 SHARES
6.1 AIEA will transfer to you AIE Ltd Shares for your COMS21 Shares and
Options held by you on or before the earlier of:
(a) 21 days after the end of the Offer Period; and
(b) 30 days after this Offer is accepted or the contract resulting
from its acceptance becomes unconditional, whichever is the
later.
6.2 If you accept this Offer, you agree that AIEA is entitled to all
Rights in respect of your COMS21 Shares and Options. AIEA may
require you to give it any documents necessary or desirable to vest
in it title to those Rights. If you do not do so, or if you have
received the benefit of those Rights before AIEA has sent the
consideration to you, you authorise AIEA to deduct from the
consideration otherwise due to you the amount (or value, as
reasonably assessed by AIEA) of those Rights.
6.3 Your AIE Ltd Shares will be sent by pre-paid mail to your address as
shown in the Form of Acceptance and Transfer.
7. CONDITIONS OF THIS OFFER
7.1 Subject to clauses 7.2 and 7.3 below, this Offer and any contract
which results from acceptance of this Offer are each conditional
upon:
(a) the number of COMS21 Shares and Options held by AIEA, or to
which AIEA is entitled at the expiry of the Offer Period being
not less than 51% of the COMS21 Shares and Options then on
issue;
(b) the shareholders of COMS21 at a special general meeting held
before the end of the Offer Period agree to extend the
exercise date for the COMS21 20 cent June 1998 Options to 30
September 1998;
(c) that during the period commencing on [ ] and ending on the
expiry of the Offer Period no change occurs, or is announced
that would reasonably be expected to affect the capital
structure, the business, financial or trading position, future
profitability, condition of assets or liabilities, of COMS21
or a subsidiary of COMS21 in a manner which would be material
in the context of COMS21's operations as a whole;
(d) that during the period commencing on [ ] and ending on the
expiry of the Offer Period no litigation or arbitration
proceedings have been or are instituted or threatened against
COMS21 or a subsidiary of COMS21 which are material in the
context of COMS21's operations as a whole;
(e) there being no material adverse change occurring or being
announced or otherwise becoming public in the business,
financial or trading position or prospects, assets or
liabilities, or profitability of COMS21 and its subsidiaries;
(f) none of the following occurrences happening during the period
commencing on [ ] and ending on the expiry of the Offer Period
(it being a separate condition of this Offer and that contract
that none of these occurrences happen during that period):
(i) any one or more of the provisions of the constituent
documents of COMS21 or of a subsidiary of COMS21 being
altered in any of the ways mentioned in section 193(1)
CORPORATIONS LAW;
(ii) COMS21 or a subsidiary of COMS21 resolving to change
its share capital in any way;
<PAGE>
(iii) COMS21 entering into a buy-back agreement or resolving
to approve the terms of a buy-back agreement under
section 206D(1) and 206E(1) CORPORATIONS LAW;
(iv) COMS21 or a subsidiary of COMS21 making an allotment
of, or granting an option to subscribe for, any of its
shares (of any class), or agreeing to make such an
allotment or grant such an option;
(v) COMS21 or a subsidiary of COMS21 issuing, or agreeing
to issue, convertible securities;
(vi) COMS21 or a subsidiary of COMS21 disposing, or agreeing
to dispose, of the whole, or a substantial part, of its
business or property;
(vii) COMS21 or a subsidiary of COMS21 charging, or agreeing
to charge, the whole, or a substantial part, of its
business or property;
(viii) COMS21 or a subsidiary of COMS21 resolving that it be
wound up;
(ix) the appointment of a provisional liquidator of COMS21
or of a subsidiary of COMS21;
(x) the making of an order by a court for the winding up of
COMS21 or of a subsidiary of COMS21;
(xi) an administrator of COMS21, or of a subsidiary of
COMS21, being appointed under section 436A, 436B or
436C CORPORATIONS LAW;
(xii) COMS21 or a subsidiary of COMS21 executing a deed of
company arrangement; or
(xiii) the appointment of a receiver, or a receiver and
manager, in relation to the whole, or a substantial
part, of the property of COMS21 or of a subsidiary of
COMS21.
(g) either:
(i) AIEA receiving written notice from the Treasurer or his
agent to the effect that there is no objection to the
acquisition by AIEA of all or COMS21 Shares under the
Australian Government's foreign policy, either
unconditionally or on conditions that do not impose
unduly onerous obligations upon AIEA or would
materially affect the business or capital structure of
COMS21; or
(ii) the period provided under the Foreign Acquisitions and
Takeovers Act during which the Treasurer may make an
order prohibiting the acquisition of COMS21 Shares
having elapsed without such an order being made;
(h) no Governmental Authority or any other person taking any
action to:
(i) prohibit, prevent or inhibit the acquisition of, or
trading in, any COMS21 Shares and Options; or
<PAGE>
(ii) impose conditions on the Offer which impose unduly
onerous obligations upon AIEA or would materially
affect the business or capital structure of COMS21;
(i) no Rights being declared or granted to shareholders; and
(j) no security being granted by COMS21 or any of its subsidiaries
over their respective assets, other than pursuant to the
existing terms of existing credit facilities or loan
agreements entered into by COMS21.
7.2 The conditions in clause 7.1 are conditions subsequent. The
non-fulfilment of any condition subsequent does not prevent a
contract to sell your COMS21 Shares and Options resulting from your
acceptance of this Offer, but entitles AIEA, by written notice to
you, to rescind the contract resulting from your acceptance of this
Offer.
7.3 Subject to the CORPORATIONS LAW and clause 7.4, until the end of the
Offer Period, AIEA alone is entitled to the benefit of the
conditions subsequent in clause 7.1 or to rely on the non-fulfilment
of any of them.
7.4 Subject to the CORPORATIONS LAW, AIEA may declare the Offers free
from any of the conditions subsequent in clause 7.1 by giving notice
in writing to COMS21 not less than 7 days before the end of the
Offer Period. If, at the end of the Offer Period, any of the
conditions in clause 7.1 has not been fulfilled and AIEA has not
declared the Offers (and they have not become) free from those
conditions, all the contracts resulting from acceptance of the
Offers are automatically void.
7.5 The date for publication of the notice required by section 663(4)
CORPORATIONS LAW is [ ] (subject to extension in accordance with
section 663(5) CORPORATIONS LAW if the Offer Period is extended
under section 656 CORPORATIONS LAW).
8. WITHDRAWAL OF OFFERS
8.1 This Offer may be withdrawn by AIEA, but only with the consent in
writing of the ASC.
8.2 Subject to the consent of the ASC and any conditions imposed by the
ASC, withdrawal of this Offer may be effected by written notice from
AIEA given to COMS21.
8.3 Subject to any conditions imposed by the ASC on its consent, where
AIEA withdraws this Offer:
(a) this Offer, if not previously accepted, automatically becomes
incapable of acceptance; and
(b) any contract resulting from an acceptance of this Offer before
the withdrawal (and for this purpose this Offer is treated as
having continued in existence notwithstanding that acceptance)
is automatically void.
9. VARIATION
AIEA may vary this Offer in accordance with the CORPORATIONS LAW.
10. AIEA GROUP'S ENTITLEMENT
At the date of this Offer, there are 84,180,543 COMS21 Shares on
issue and 17,782,315
<PAGE>
Options on Issue. Immediately before this Offer was sent, AIEA was
entitled to no COMS21 Shares or Options. There are no other classes
of shares in COMS21 on issue at the date of this Offer.
11. NO STAMP DUTY
AIEA will pay all stamp duty payable on the transfer of all shares
relating to this Offer to it if you accept this Offer.
12. DICTIONARY
12.1 In this Offer and in the Form of Acceptance and Transfer, unless the
context otherwise requires:
`AGENT' means Nevitts Limited ACN 010 586 517, Level 12, Comalco
Place, 12 Creek Street, Brisbane, Queensland, Ph (07) 3223 7111, Fax
(07) 3229 7039;
`AIEA' means Atlantic International Entertainment Australia Pty
Limited ACN 079 475 844, having its registered office at GPO Box
1855, Brisbane, Queensland, 4001;
`AIE GROUP' means AIE Ltd and all of its controlled entities
including but not limited to AIEA;
`AIE LTD means Atlantic International Entertainment, Ltd., of 200
East Palmetto Park Road, Suite 200, Boca Raton, Florida, United
States of America;
`AIE LTD SHARE' means one fully paid ordinary share (common stock)
of AIE Ltd and all rights attaching to that share;
`ASC' means the Australian Securities Commission;
`ASX' means the Australian Stock Exchange Limited;
`CHESS' means Clearing House Electronic Sub-register System which
provides for electronic share transfers in Australia;
`CHESS HOLDING' means a holding of COMS21 Shares or Options on the
CHESS sub-register of COMS21;
`COMS21' means COMS21 Limited ACN 057 884 876, having its registered
office at 10-12 Cohen Street, Belconnen , ACT 2617;
`COMS21 SHARE' means one issued fully paid ordinary share of 20
cents in COMS21 and all Rights attaching to that share;
`COMS21 20 CENT JUNE 1998 OPTIONS' means the ordinary share options
issued by COMS21 and able to be exercised before 30 June 1998 and
all the Rights attaching to that option;
`COMS21 30 CENT FEBRUARY 1999 OPTIONS' means the ordinary share
options issued by COMS21 and able to be exercised before 1 February
1999 and all the Rights attaching to that option;
<PAGE>
`COMS21 30 CENT APRIL 1999 OPTIONS' means the ordinary share options
issued by COMS21 and able to be exercised before 17 April 1999 and
all the Rights attaching to that option;
`CORPORATIONS LAW' means Corporations Law of Queensland;
`FOREIGN LAW' means a law of any jurisdiction other than an
Australian jurisdiction;
`GOVERNMENTAL AUTHORITY' means any government, semi-government,
administrative, fiscal, judicial or regulatory body, department,
commission, authority, tribunal, agency or entity;
`OFFER' means the offer contained in this document (or, if the
context so requires, this document itself or an offer corresponding
to this Offer which this Offer deems AIEA to make) and `OFFERS'
means like offers sent or to be sent to the holders of COMS21 Shares
or Options (or persons entitled to receive those offers pursuant to
the CORPORATIONS LAW);
`OFFER PERIOD' means the period during which the Offers will remain
open for acceptance in accordance with clause 2;
`OPTION' or `OPTIONS' means the COMS21 20 cent June 1998 Options,
the COMS21 30 cent February 1999 Options and the COMS21 30 cent
April 1999 Options;
`PART A STATEMENT' means the statement which has been served on
COMS21 in relation to the Takeover Scheme pursuant to and in
accordance with Part 6.3 and section 750 CORPORATIONS LAW (a copy of
which accompanies this Offer);
`RIGHTS' means all accretions to and rights attaching to the
relevant COMS21 Shares or Options on or after [ ] 1998 (including,
but not limited to, all dividends, including dividends in specie,
and all rights to receive dividends and to receive or subscribe for
shares, stock units, notes or options declared, paid or issued by
COMS21);
`SCH BUSINESS RULES' means the Securities Clearing House Business
Rules approved under the CORPORATIONS LAW;
`TAKEOVER SCHEME' means the takeover scheme constituted by the
Offer;
`YOUR COMS21 SHARES' means, subject to clause 3.2, the COMS21 Shares
in respect of which you are registered or entitled to be registered
as holder in the register of members of COMS21 at 9am (Brisbane
Time) on the date of this Offer or in respect of which you become
registered, or entitled to be registered, during the Offer Period.
12.2 In this Offer and the Form of Acceptance and Transfer, unless the
context otherwise requires:
(a) words and phrases which this Offer does not otherwise define,
have the same meanings (if any) given to them in the
CORPORATIONS LAW;
(b) a reference to any legislation or legislative provision
includes any statutory modification or re-enactment of, or
legislative provision substituted for, and any subordinate
legislation issued under, that legislation or legislative
provision;
(c) the singular includes the plural and vice versa;
<PAGE>
(d) a reference to an individual or person includes a corporation,
partnership, joint venture, association, authority, trust,
state or government and vice versa;
(e) a reference to any gender includes all genders;
(f) a reference to a clause, schedule or annexures is to a clause,
schedule or annexure of or to this Offer;
(g) where an expression is defined, another part of speech or
grammatical form of that expression has a corresponding
meaning;
(h) a reference to `DOLLARS' or `$' is to Australian currency
unless otherwise indicated;
(i) a reference to a period of time (including, but without
limitation, a year, a quarter, a month and a day) is to a
calendar period.
12.3 In this Offer, headings are for convenience of reference only and do
not affect interpretation.
12.4 This Offer and any contract that results from an acceptance of it
are governed by the law in force in Queensland.
<PAGE>
This Offer is dated 1998
SIGNED for and on behalf of Atlantic International Entertainment Australia Pty
Limited
- ------------------------------- -------------------------------
Richard Iamunno Peter Lawson
Director Director
<PAGE>
PART A STATEMENT
GIVEN UNDER THE CORPORATIONS LAW TO
COMS21 LIMITED
ACN 057 884 876
BY
ATLANTIC INTERNATIONAL ENTERTAINMENT AUSTRALIA PTY LIMITED
ACN 079 475 844
(INCORPORATED IN AUSTRALIA)
A WHOLLY OWNED SUBSIDIARY OF
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
(A DELAWARE CORPORATION - UNITED STATES)
IN RESPECT OF COMS21 ORDINARY SHARES AND OPTIONS
LODGED UNDER SECTION 644 CORPORATIONS LAW
ON BEHALF OF ATLANTIC INTERNATIONAL ENTERTAINMENT AUSTRALIA PTY LIMITED
BY MCCULLOUGH ROBERTSON
A copy of this Part A Statement was registered by the Australian Securities
Commission on [ ]. The Australian Securities Commission does not take any
responsibility for the contents of this Part A Statement.
<PAGE>
PART A STATEMENT
1. DICTIONARY
1.1 In this statement the following terms have these meanings unless the
context otherwise requires:
`AGENT' means Nevitts Limited ACN 010 586 517, Level 12, Comalco Place,
12 Creek Street, Brisbane, Queensland, Ph (07) 3223 7111, Fax (07) 3229
7039;
`ASC' means the Australian Securities Commission;
`CORPORATIONS LAW' means Corporations Law of Queensland;
`AIEA' means Atlantic International Entertainment Australia Pty Limited
ACN 079 475 844, having its registered office at GPO Box 1855,
Brisbane, Queensland, 4001;
`AIEA GROUP' means AIE Ltd and all of its controlled entities including
but not limited to AIEA;
`AIE LTD' means Atlantic International Entertainment, Ltd., of 200 East
Palmetto Park Road, Suite 200, Boca Raton, Florida, United States of
America;
`AIE LTD SHARE' means one fully paid ordinary share (common stock) of
AIE Ltd and all rights attaching to that share;
`COMS21' means COMS21 Limited ACN 057 844 876, having its registered
office at 10-12 Cohen Street Belconnen, ACT 2617;
`COMS21 20 CENT JUNE 1998 OPTIONS' means the ordinary share options
issued by COMS21 and able to be exercised before 30 June 1998 and all
the Rights attaching to that option;
`COMS21 30 CENT FEBRUARY 1999 OPTIONS' means the ordinary share options
issued by COMS21 and able to be exercised before 1 February 1999 and
all the Rights attaching to that option;
`COMS21 30 CENT APRIL 1999 OPTIONS' means the ordinary share options
issued by COMS21 and able to be exercised before 17 April 1999 and all
the Rights attaching to that option;
`COMS21 SHARES' means the fully paid ordinary shares of 20 cents each
in COMS21 issued as at the date of the Offers and all Rights in respect
of them.
`LAW' means the Corporations Law;
`OFFERS' means the offers to acquire COMS21 Shares and Options which
AIEA proposes to make under the Takeover Scheme;
`OPTION' or `OPTIONS' means the COMS21 20 cent June 1998 Options, the
COMS21 30 cent February 1999 Options and the COMS21 30 cent April 1999
Options;
<PAGE>
`RIGHTS' means all accretions and rights attaching to the relevant
COMS21 Shares and Options on or after [ ] 1998 (including but not
limited to all dividends and all rights to receive dividends and to
receive or subscribe for shares, stock units, notes or options declared
paid or issued by COMS21);
`TAKEOVER SCHEME' means the takeover scheme to which this statement
relates;
2. OFFER PERIOD
The Offers are intended to remain open for acceptance for [ ] beginning
on the date of the Offers and ending at [ ] subject to any extension of
that period pursuant to section 656 of the Law.
3. DIRECTORS OF AIEA
The names, addresses and occupations of all the directors of AIEA are:
NAME ADDRESS OCCUPATION
---- ------- ----------
Richard Iamunno 200 East Palmetto Park Company Director
Road, Suite 200, Boca
Raton, Florida, USA
Peter Lawson Comalco Place Level 12, Company Director
12 Creek Street Brisbane
Qld.
4. PRINCIPAL ACTIVITIES OF AIEA AND AIE LTD
AIEA is a wholly owned subsidiary of AIE Ltd and has been incorporated
specifically for the purpose of making the Offers and otherwise
acquiring COMS21 Shares and Options. Its principal activities are
acquiring and holding COMS21 Shares and Options.
The principal activities of AIE Ltd involve the development and
marketing of interactive products and services in the entertainment and
information fields and more specifically it:
(a) is a developer and world-wide marketer of private network and
interactive gaming and wagering products including its
proprietary flagship product, Internet Casino Extension(TM)
"ICE(TM)";
(b) licenses the webSports(TM) sportsbook software system to
casino operators and sports book businesses. The system can be
accessed via the telephone, internet, private network, touch
screen kiosk and walk-up sports book. The system allows for
automated position keeping as well as manual input into the
managing of the sports book operations. The system has
American and international sports and allows both fixed price
and fractional wagering; and
(c) actively markets the Hotel HotLinks(TM) system which is a
variation and expansion of ICE(TM) and webSports which has
features specific to hotel guests such as in-room services,
internet access and in-room advertising of local goods and
services.
5. GROUP'S ENTITLEMENT IN COMS21
5.1 At the date of this statement, the AIE Group is entitled to no COMS21
Shares or Options.
<PAGE>
5.2 The AIE Group is not at the date of this statement, entitled to any
shares in, or other marketable securities (not being shares) of
COMS21.
6. SHARE DEALINGS IN COMS21
Neither AIEA, AIE Ltd nor any associate of either of them has acquired
or disposed of any shares in COMS21 in the 4 months ending on the day
immediately before the day on which this statement is lodged for
registration with the ASC.
7. SHARE DEALINGS IN AIEA
Other than the transfer of five $1.00 shares in AIEA to its parent AIE
Ltd on 27 April 1998 no person associated with AIEA or AIE Ltd has
acquired or disposed of any shares in AIEA or AIE Ltd in the period of
4 months ending on the day immediately before the day on which this
statement is lodged for registration.
8. NO RESTRICTION ON TRANSFER OF COMS21 SHARES
The constitution of COMS21 is its memorandum and articles of
association. These do not contain any restriction on the right to
transfer COMS21 Shares and Options which has the effect of requiring
the holders of COMS21 Shares and Options, before transferring them, to
offer them for purchase to members of COMS21 or to any other person.
9. SCRIP
The consideration for the acquisition of COMS21 Shares and Options will
be satisfied in whole by the transfer of shares in AIE Ltd. The maximum
number of AIE Ltd Shares which AIEA will be required to allot if all
the Offers are accepted is 9,700,000. The actual number of AIE Ltd
Shares allotted will depend upon the level of acceptances of the Offers
and the offset of rounding up fractional entitlements.
10. NO BENEFITS TO OR ARRANGEMENTS WITH DIRECTORS OF COMS21
10.1 It is not proposed in connection with the Offers that:
(a) a prescribed benefit (other than an excluded benefit) will be
given to a person in connection with the retirement of a
person from a prescribed office in relation to COMS21; or
(b) a prescribed benefit will be given to a prescribed person in
relation to COMS21 in connection with the transfer of the
whole or any part of the undertaking or property of COMS21.
10.2 There is no other agreement made between AIEA and any of the directors
of COMS21 in connection with or conditional upon the outcome of the
Offers.
11. CHANGE IN COMS21'S FINANCIAL POSITION
So far as is known to AIEA the financial position of COMS21 has not
materially changed since 30 June 1997 other than as disclosed in
announcements made to the Australian Stock Exchange Limited. Copies of
all announcements made by COMS21 since 1 January 1998 are set out in
Annexure B.
<PAGE>
12. NO AGREEMENT TO TRANSFER COMS21 SHARES
There is no agreement that any COMS21 Shares or Options acquired by
AIEA under the Offers will or may be transferred to any other person.
13. ESCALATION CLAUSES
There is no agreement for the acquisition of shares or options in
COMS21 by AIEA or by an associate of AIEA under which the person, or
either or any of the persons, from whom COMS21 Shares or Options have
been or are to be acquired or an associate of that person or of either
or any of those persons may, at any time after an Offer is sent, become
entitled to any benefit whether by way of receiving an increased price
for those shares or by payment of cash or otherwise, that is related
to, dependent upon or calculated in any way by reference to the
consideration payable for COMS21 Shares or Options acquired after the
agreement was entered into.
14. OTHER MATERIAL INFORMATION
ASX RELEASES
14.1 Copies of relevant ASX releases are set out in Annexure B. AIEA has no
information not previously disclosed to holders of COMS21 Shares and
Options which is material to a decision whether or not to accept an
Offer.
AIE LTD
14.2 AIE Ltd develops and markets interactive products and services in the
entertainment and information technology fields. AIE Ltd (formerly,
Cine-Chrome Laboratories, Inc., Medco Health Care Services, Inc.,
Cine-Chrome Video Corp., Network 4, Inc. and CEEE Group Corporation)
was incorporated in the state of Colorado in the United States in
October 1939 under the name "Pacific Gold, Inc." to explore and develop
gold and silver ore prospects and to operate mining and milling
facilities. AIE Ltd (as it then was) conducted limited mining
activities until operations ceased. AIE Ltd then sought new business
opportunities as a development stage entity.
14.3 In 1973 AIE Ltd changed its name to Cine-Chrome Laboratories, Inc. and
operated a film processing lab in California in the United States. From
1984 until June 1994, AIE Ltd did not conduct any operations,
transactions or business activities. In June 1994, AIE Ltd's corporate
advisory operations included acting as a "finder" with respect to U.S.
public companies and providing advisory services concerning corporate
structure and raising capital. Beginning in 1996, AIE Ltd has
concentrated its business operations primarily on the manufacturing,
marketing and development of interactive products and services. These
products and services are focused on two major industries which include
interactive gaming and wagering and information technology products and
services.
14.4 Prior to July 16, 1996 AIE Ltd had no operations other than searching
for a business combination. In July 1996, AIE Ltd consummated a share
exchange pursuant to an Exchange of Stock Agreement and Plan of
Reorganisation with Atlantic International Capital Ltd., a Delaware
corporation ("Atlantic Capital") and the former stockholders of
Atlantic Capital (the "Stock Exchange Agreement"). As a result of the
Stock Exchange Agreement, the business of Atlantic Capital became the
business of AIE Ltd.
<PAGE>
14.5 On 22 Novemeber 1996, AIE Ltd merged with and into its wholly-owned
Delaware subsidiary, Atlantic International Entertainment, Ltd.,
whereby AIE Ltd, among other things,
(a) changed its state of incorporation to Delaware;
(b) increased its authorised capital stock to 110,000,000
(100,000,000 shares of common stock, US$.001 per share (the
"Common Stock") and 10,000,000 shares of preferred stock,
US$.001 par value per share (the "Preferred Stock"); and
(c) effectuated a 1 for 3 share exchange. All shares referred to
herein (unless specifically stated otherwise) refer to post
split amounts.
14.6 AIE Ltd acquired the major assets of RAM Associates, Inc. ("RAM")
pursuant to a Purchase and Sale Agreement dated 15 April 1996. The RAM
assets acquired by AIE Ltd included COMMUNITY CASINO and REALSPORTSTM
that formed a part of the foundation of AIE Ltd's current gaming
software products. Other products acquired from RAM included HOTEL
HOTLINKSTM and CLUB INTERACTIVE. AIE Ltd has significantly improved and
expanded its operational software and products. AIE Ltd continues to
perform substantial development efforts to adapt to current
technological advances.
14.7 In February 1997, AIE Ltd acquired the internet service provider and
developer The EmiNet Domain, Inc. Through the EmiNet Domain, Inc. AIE
Ltd based its interactive non-gaming wagering products and services. In
addition to dial-up internet business, EmiNet, offers web hosting and
development services to commercial markets.
RECENT DEVELOPMENTS
14.8 On 15 December 1996, AIE Ltd entered into an agreement to sell its
foreign subsidiary, known as Atlantic International, N.V. ("AIE, NV"),
which ran a sportsbook operation. The purchase price was US$850,000
payable as follows:
(a) US$2,000 was paid to AIE Ltd at closing and
(b) the balance payable beginning 60 days after closing based on
40% of net win before expenses of the casino in a minimum
monthly amount of US$3,000. Interest on the unpaid balance
accrues at 8% per annum. The effective date of this
transaction was 1 January 1997, and the transaction closed in
March 1997.
14.9 On 3 April 1998, AIE Ltd entered into a Securities Purchase Agreement
for the sale of $500,000.00 of a newly created 5% Convertible Preferred
Stock. The Agreement also grants the purchaser the right to purchase up
to an additional US$2,500,000.00 in said class of securities at market
prices. The Preferred Stock is convertible into AIE Ltd's common stock
at the purchaser's option.
14.10 During 1997, AIE Ltd's employees grew from 6 to 30 full time employees.
14.11 On 30 April 1998, AIE Ltd announced a US$4m equity placement of 1m AIE
Ltd Shares (common stock) with South African-based Hosken Consolidated
Investments, Ltd., (HCI). HCI also subscribed for 25% of AIE Ltd's
South African subsidiary, Atlantic International Entertainment, Ltd.,
South Africa. HCI received its equity stake in consideration for their
active participation in Atlantic International Entertainment, Ltd.,
South Africa. Principal shareholders of HCI are the Mine Workers
Investment Company Pty Ltd and the SACTWU Investment Company Pty Ltd.
AIE Ltd believe the transaction will bring to AIE Ltd an
<PAGE>
internationally recognised investment partner and a company
knowledgeable and committed to leading edge gaming products and
markets.
14.12 AIE Ltd is currently listed on NASDAQ OTC Bulletin Board but plans to
make application for listing on the American Stock Exchange on or
around 15 May 1998. AIE Ltd believes that it currently meets and/or
exceeds the American Stock Exchange requirements for listing based on
the American Stock Exchange 1997 requirements. The American Stock
Exchange in AIE Ltd's opinion will offer investors lower transaction
costs, and a market with greater depth and liquidity.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
14.13 AIE Ltd's common stock has been quoted on the NASDAQ OTC Bulletin Board
since 25 July 1996. Prior to 25 July 1996 AIE Ltd believes that its
common stock last traded in a public market in approximately 1987. AIE
Ltd's current trading symbol is "AIEE".
14.14 The following table sets forth, for the periods indicated, the highest
and lowest bid prices for the common stock, as reported by the NASDAQ
OTC Bulletin Board. The prices reported reflect inter-dealer prices,
without retail mark-up, markdown or commission, and may not reflect
actual transactions. The prices have been adjusted to reflect a 3 for 1
reverse split of AIE Ltd's common stock in November 1996.
CALENDAR 1997 HIGH ($US) LOW ($US)
First Quarter 10 1.5
Second Quarter 8.25 1.468
Third Quarter 5.25 3.25
Fourth Quarter 5.25 2.75
CALENDAR 1998 HIGH LOW
First Quarter 4.87 3.0
14.15 AIE Ltd has not paid any cash dividends on the common stock in the past
and the board of directors of AIE Ltd do not anticipate declaring any
cash dividends on the common stock in the foreseeable future. AIE Ltd
currently intends to utilize any earnings it may achieve for the
development of its business and working capital purposes.
14.16 The current directors of AIE Ltd are:
(a) Richard Anthony John Iamunno President, Chief Executive
Officer & Director
(b) Norman Joel Hoskin Chairman, Secretary &
Treasurer
(c) Martin Vincent McCarthy Director
(d) Jeffrey Lester Hurwitz Director
(e) Steven David Brown Director
(f) Dr. Leonard Haimes Director
<PAGE>
14.17 Further details about AIE Ltd, including qualifications of the current
directors of AIE Ltd are contained in the AIE Ltd Form 10K set out in
Annexure A.
MAJOR SHAREHOLDERS IN AIE LTD
14.18 The following table is extracted from the Form 10K of AIE Ltd set out
in Annexure A. The table provides information as at 17 June 1997
regarding the beneficial ownership of AIE Ltd's Shares (common stock)
by each person holding more than five percent or more of the
outstanding shares including directors and officers.
NAME OF BENEFICIAL AMOUNT OF BENEFICIAL
OWNER OWNERSHIP PERCENTAGE
----- --------- ----------
Norman Hoskin 1,115,935 11.7%
Richard Iamunno 1,133,270 11.9%
Steve Brown 50,000 0.6%
The AWIXA Trust 1,161,536 12.0%
The Kunni Lemmel Trust 1,154,868 12.0%
15. AIEA'S INTENTIONS
15.1 Subject to clauses 15.2, 15.3, 15.4 and 15.5, if the Takeover Scheme is
successful (ie. if it satisfies all of the conditions set out in clause
7 of the Offer) or those conditions are waived in circumstances where
AIEA obtains a controlling interest in COMS21, AIEA intends on the
basis of the facts known to AIEA and the existing circumstances
affecting the business of COMS21 at the date of this Part A Statement
to:
(a) conduct a review of current operations compared to best
practice internationally with the view of ensuring that the
operations of COMS21 are carried out as efficiently as
possible, to identify areas for improvement and to establish a
plan to achieve or exceed this practice. This review will
encompass the performance and functions of employees. AIEA
anticipates that the current employees will continue in their
present positions on terms no less favourable than currently
enjoyed by them. It is possible that some employees of COMS21
will become redundant. If this occurs, AIEA will, to the
extent practicable and without any commitment to do so, seek
to offer such employees re-employment in other positions
available in AIEA at that time. Where practicable, any
reduction in employment will be achieved by attrition or
agreement. Any COMS21 staff who are made redundant will be
offered termination benefits which are in line with industry
practice. The COMS21 staff who may be affected have not yet
been identified;
(b) no final decision has been made, nor any consideration given
to, whether any part of the operations of COMS21 will in fact
be sold or the method by which any such disposal would take
place;
(c) subject to the above review, continue in substantially the
same manner, as it is currently carried on, the business of
COMS21;
(d) maintain COMS21 as a listed company (subject to satisfying the
ASX's requirements with respect to maintaining a sufficient
spread of shareholders);
(e) make available to COMS21 on arms' length commercial terms
access to AIEA's resources, technologies and know-how;
<PAGE>
(f) AIEA business focus post acquisition of COMS21 will be
interactive gaming and cashless wagering systems. AIE Ltd
considers that with COMS21 being based in Australia it will
have access to the regions markets and benefit from local
knowledge and contacts. AIEA plans to have COMS21 be an
international leader in interactive gaming as Australia is
perceived to be the world's most sophisticated gaming market.
COMS21 will be recast as a provider of turnkey interactive
gaming and wagering systems. AIEA through its US based parent
AIE Ltd, will identify strategic partners for COMS21 smart
card product line for US, European and South African
distributions;
(g) in respect of any business opportunities which are presented
to AIEA (whether in Australia or elsewhere), have those
opportunities taken up by AIEA (and its associates). Such
business opportunities would not be offered to COMS21 unless
AIEA determined that it was in its interests to do so.
Business opportunities presented to COMS21 would be taken up
by COMS21 unless the board of COMS21, consistent with its
legal and fiduciary obligations, decided that those
opportunities should instead be presented to AIEA;
(h) subject to the review of COMS21's businesses, continue to
operate the existing COMS21 businesses including, without
limitation, its smart card technology, wide-area link
jackpot-supa-link, and interactive entertainment and
interactive gaming and wagering business and integrate them
into AIEA;
(i) review the dividend policy of COMS21 having regard to capital
funding requirements and ongoing profitability; and
(j) seek to replace some or all of the current directors of COMS21
with nominees of AIEA. The new directors would be likely to
include the present directors of AIEA, but may also include
one or more independent directors. AIEA has yet to make a
decision on the preferred composition of the COMS21 board or
the identify of board members and will not be in a position to
do so until the Offers have closed and the level of its
shareholding in, and through that shareholding its effective
control of, COMS21 is known.
15.2 AIEA confirms that no understanding or agreement has been reached with
any third party in respect of the future of COMS21 or any of its
assets.
15.3 The statements contained in this clause 15 represent the intentions of
AIEA regarding the continuation of COMS21's businesses, any major
changes to be made to them including any redeployment of fixed assets
and the future employment of COMS21's present employees. However, final
decisions on these matters will only be reached in the light of all
material facts and circumstances which exist at the relevant time.
Accordingly, the statements contained in this clause 15 are statements
of current intention only which may vary as circumstances require.
15.4 Except as otherwise set out in this clause 15, it is the present
intention of AIEA:
(a) to continue the business of COMS21 in substantially the same
manner as it is currently carried on;
(b) not to make any major changes to the business of COMS21 nor to
redeploy any of the fixed assets of COMS21; and
<PAGE>
(c) to continue the future employment of COMS21's present
employees.
16. TRADING IN AIE LTD SHARES
Nevitts Limited will be able to offer shareholders in COMS21 the
ability to trade shares acquired in AIE Ltd as a result of accepting
the Offer by AIEA. Nevitts Limited have considerable experience in
dealing in stocks listed in the US market and can offer shareholders of
COMS21 an efficient, cost effective method of dealing with their
shareholdings on either the buy or sell side.
17. INTERPRETATION
17.1 In this statement unless the context otherwise requires:
(a) the singular includes the plural and vice versa and words
importing one gender include other genders;
(b) terms defined in the CORPORATIONS LAW as at the date of this
statement have the meanings ascribed to them in the
Corporations Law at that date, including without limitation in
Chapter 6 CORPORATIONS LAW;
(c) a reference to any currency is a reference to Australian
currency;
(d) a reference to a statute of any parliament (including the
CORPORATIONS LAW) or any section, provision or schedule of a
statute of any parliament includes a reference to any
statutory amendment, variation or consolidation of the
statute, section, provision or schedule and includes all
statutory instruments issued under the statute, section,
provision or schedule;
(e) a reference to a paragraph, clause, schedule or annexure is a
reference to a part of this statement and a reference to this
statement includes any schedules and annexures.
17.2 In this statement, headings are used for reference only.
<PAGE>
18. AUTHORITY TO SIGN STATEMENT
Richard Iamunno and Peter Lawson are authorised to sign this statement
pursuant to a resolution passed at a meeting of AIEA's directors held
on 6 May 1998.
DATED
SIGNED for and on behalf of AIEA.
- ----------------------------------- ------------------------------
Richard Iamunno Peter Lawson
Director Director
<PAGE>
ANNEXURE A
AIE LTD FORM 10K AS LODGED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNITED STATES
<PAGE>
ANNEXURE B
COMS21 ANNOUNCEMENTS TO THE AUSTRALIAN STOCK EXCHANGE LIMITED
SINCE 30 JUNE 1997
DATE RELEASE
30 January 1998 1. Announcement updating waging and gaming deals.
18 February 1998 2. New issue announcement for the issue of 7,000,000
securities at $0.40 each.
11 March 1998 3. Half yearly report for financial year (ended 31
December 1997) (not equity accounted) and
director's comments.
20 March 1998 4. Announcement relating to a contract executed
between COMS21 Limited's subsidiary, IWN
Australasia Limited and TAB Limited.
4 May 1998 5. New issue announcement for the issue of 6,000,000
securities at $0.50 each.
<PAGE>
OFFER BY ATLANTIC INTERNATIONAL ENTERTAINMENT
AUSTRALIA PTY LIMITED (`AIEA')
TO ACQUIRE ALL YOUR FULLY PAID ORDINARY SHARES AND OPTIONS IN
COMS21 LIMITED (`COMS21')
FORM OF ACCEPTANCE AND TRANSFER
(SEE INSTRUCTIONS FOR COMPLETION OVERLEAF)
Name and Address Your holding of COMS21 Shares or Options is
Subregister Holder number
Consideration offered
IF YOUR NAME, ADDRESS OR SHAREHOLDING ARE INCORRECTLY SET OUT ABOVE, PLEASE
AMEND AND INITIAL THE AMENDMENT. YOU MAY NOT ACCEPT THIS OFFER IN RELATION TO
SOME ONLY OF YOUR COMS21 SHARES AND OPTIONS (SUBJECT TO CLAUSE 3.3 OF THE
OFFER).
I/we, the person/s named above, being registered as the holder/s of the COMS21
Shares and Options shown above have read the terms of the Offer which provides
that in accepting the Offer, I/we agree to certain terms, representations and
warranties and agree to provide certain indemnities and authorisations as set
out in clauses 5 and 6 of the Offer. I/we agree to accept the terms, make the
representations and warranties and provide the indemnities and specified
authorisations. I/we also acknowledge the effect of acceptances set out in
clause 5 of the Offer. Where this document is signed under power of attorney the
donee of the power declares that he or she has no notice of revocation of the
power or of the death of the donor of the power.
CHESS HOLDING
Name of Controlling participant
SIGNED by the transferor
......................................
Individual(s) Company Seal
(Joint holders - all must sign. A corporation must affix its seal in accordance
with its articles)
Date / /
Please also give your contact telephone number Ph:
Please return your completed Form of Acceptance and Transfer and share and
option certificate/s without delay.
If you have sold or otherwise disposed of some of your COMS21 Shares or Options,
please the name and address of the purchaser.
Name of purchaser ........................Address ....................
<PAGE>
INSTRUCTIONS
1. TO ACCEPT THE OFFER
Please sign and date the Form of Acceptance and Transfer and, if the
details of your name and address are incorrect, make such alterations
as are necessary. If you have recently bought or sold any COMS21 Shares
or Options, your holding may differ from that shown on the Form of
Acceptance and Transfer and you should, if possible, alter the number
accordingly. Please initial all alterations.
2. MAIL ACCEPTANCES AND CERTIFICATE/S
Place this Form of Acceptance and Transfer, together with certificate/s
representing the number of COMS21 Shares or Options in respect of which
you have accepted the Offer in the enclosed reply paid envelope and
post it as soon as possible.
3. CERTIFICATE/S NOT READILY AVAILABLE
If any of the certificate/s for your COMS21 Shares or Options are not
readily available, you should complete and return the Form of
Acceptance and Transfer immediately and forward the certificate/s and
other relevant documents as soon as possible so that AIEA receives them
before the end of the Offer Period.
4. CERTIFICATE/S LOST OR DESTROYED
If your certificate/s has/have been lost or destroyed, to enable
immediate replacement, notify COMS21 at its registered office:
The Secretary
COMS21 Limited ACN 057 884 876
10-12 Cohen Street, Belconnen, ACT, 2617
Ph: (06) 241 3311 Fax (06) 241 2127
You may not accept the Offer without first replacing certificates that
have been lost or destroyed except as provided in clause 5.3 of the
Offer.
5. DECEASED ESTATES
Forward probate or letters of administration and (if required by law
for the purpose of transferring COMS21 Shares or Options to AIEA)
certificates verifying the date of death, probate or succession duties
(unless already noted by COMS21).
6. TRUSTEES AND NOMINEES
Trustees and nominees may for the purposes of the Offer treat different
parts of the total holding registered in their names separately and may
apply to AIEA for additional copies of the Offer and this Form of
Acceptance and Transfer.
7. JOINT HOLDERS
All joint holders must sign.
<PAGE>
8. CORPORATIONS
A corporation must execute under its common seal or by its duly
constituted attorney.
9. POWER OF ATTORNEY
If this Form of Acceptance and Transfer is executed under power of
attorney, the power of attorney must be forwarded for noting (unless
already noted by COMS21).
10. IF YOU HAVE ALREADY SOLD
If you have sold some, but not all, of the COMS21 Shares or Options
registered in your name at the date of the Offer, please alter the
number of COMS21 Shares or Options shown to the number of COMS21 Shares
or Options now held by you and the number of COMS21 Shares or Options
for which you accept the Offer and write on the Form of Acceptance and
Transfer the name and address of the person to whom you sold COMS21
Shares or Options, the number of COMS21 Shares or Options sold, the
certificate number/s relating to COMS21 Shares or Options sold and the
date of sale.
11. CHESS HOLDINGS
If you are in doubt as to how to deal with your uncertificated holdings
please contact your Sponsoring Broker or non broker CHESS participant.
To accept this Offer contact your sponsoring broker or non broker CHESS
participant and instruct them to initiate the acceptance on the CHESS
system. This acceptance must be initiated before the closing date [ ]
Brisbane time. Alternatively, you may accept by completing the Form of
Acceptance and Transfer, ensuring you insert the details of your
controlling participant in the space provided and returning it as soon
as possible, and in any event before the closing date.
Please Forward All Documents Connected With Your Acceptance To:
Nevitts Limited
Stockbrokers and Financial Planners
GPO Box 1428 OR Level 12, Comalco Place
BRISBANE QLD 4001 12 Creek Street
BRISBANE QLD 4000
THIS OFFER WILL CLOSE AT [ ].
PLEASE RETURN THE COMPLETED FORM OF ACCEPTANCE AND TRANSFER AND ALL YOUR COMS21
SHARE AND OPTION CERTIFICATE(S) AS SOON AS POSSIBLE SO AS TO REACH AIEA BEFORE
THE END OF THE OFFER PERIOD OR INITIATE ACCEPTANCE OF YOUR CHESS HOLDING BEFORE
THE END OF THE OFFER PERIOD THROUGH YOUR BROKER.
IF YOU HAVE ANY QUERIES ABOUT HOW TO ACCEPT THIS OFFER, PLEASE TELEPHONE MR
RICHARD IAMUNNO, COLLECT IN THE UNITED STATES (561) 393 6685 OR MR PETER LAWSON
ON (07) 3233 7111.
