Transaction Valuation(1) | Amount of Filing Fee(2) |
U.S.$1,062,267.20 | U.S.$144.89 |
(1) | Calculated solely for purposes of determining the amount of the filing fee. Based upon the offer to purchase up to 3,983,502 warrants exercisable for an aggregate of 1,327,834 ordinary shares of Atlas Financial Holdings, Inc. at a purchase price of U.S.$0.80 in cash for every three warrants tendered (26⅔ U.S. cents per warrant). |
(2) | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals U.S.$136.40 per U.S.$1,000,000 of the value of the transaction. |
Amount Previously Paid: | Not Applicable | Filing Party: | Not Applicable |
Form or Registration No.: | Not Applicable | Date Filed: | Not Applicable |
(a) | The name of the issuer is Atlas Financial Holdings, Inc. The address of the issuer's principal executive office is 150 Northwest Point Boulevard, Elk Grove Village, Illinois 60007, USA. The telephone number at the principal executive office is (847) 700-8600. |
(b) | The subject class of securities consists of the Corporation's outstanding Warrants. As of April 12, 2013 there were 3,983,502 Warrants outstanding. The Warrants are exercisable for an aggregate of 1,327,834 Shares. This conversion ratio is based on the Corporation's one for three stock consolidation as approved by the Corporation's shareholders on December 7, 2012 and effected on January 31, 2013. |
(c) | There is no established trading market for the Warrants. The information under the heading “Section 7 - Price Range and Trading Volume of the Warrants” in the Circular, included in Exhibit (a)(1)(A), is incorporated herein by reference . |
(a) | The filing person to which this Schedule TO relates is Atlas Financial Holdings, Inc. The business address and business telephone number of Atlas are set forth under Item 2(a) above. The names of the directors and executive officers of Atlas are as set forth in the Circular, included in Exhibit (a)(1)(A), under the heading “Section 11 - Interests of Directors and Officers; Transactions and Arrangements Concerning Warrants - Ownership of Securities of the Corporation”, and such information is incorporated herein by reference. The business address and business telephone number of each director and executive officer of Atlas is c/o Atlas Financial Holdings, Inc., 150 Northwest Point Boulevard, Elk Grove Village, Illinois 60007, USA; (847) 700-8600. |
(a) | The material terms of the transaction are incorporated herein by reference from the “Summary Term Sheet”, the Offer to Purchase and the Circular, included in Exhibit (a)(1)(A). There will be no material differences in the rights of security holders as a result of this transaction. |
(b) | The details regarding any purchases from officers, directors or affiliates of Atlas are incorporated herein by reference from the Circular, included in Exhibit (a)(1)(A), under the heading “Section 12 - Acceptance of Offer and Arrangements with Warrantholders”. |
(e) | Other than the Atlas Stock Option Plan adopted on January 3, 2012, described in Atlas' Schedule 14A dated April 11, 2012, included in Exhibit (d), none of the Corporation, or to its knowledge, any of its affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or agreement with any other person relating, directly or indirectly, to the Warrants or with respect to any of Atlas' other securities, including, but not limited to, any contract, arrangement, |
(a) | Information regarding the purposes of the transaction is incorporated herein by reference from the Circular, included in Exhibit (a)(1)(A), under the heading “Section 3 - Purpose and Effect of the Offer”. |
(b) | The Warrants purchased in the Tender Offer will be cancelled by the Corporation. |
(c) | Information about plans, proposals and negotiations is incorporated herein by reference from the Circular, included in Exhibit (a)(1)(A), under the headings: |
(a) | Information regarding the source of funds and total amount of funds to be used in the transaction is incorporated herein by reference from the Circular, included in Exhibit (a)(1)(A), under the heading “Section 21 - Source of Funds”. |
(d) | None of the consideration for the Tender Offer will be borrowed. Atlas will use available cash on hand to fund the Tender Offer. |
(a) | The information in the Circular, included in Exhibit (a)(1)(A), under the heading “Section 11 - Interests of Directors and Officers; Transactions and Arrangements Concerning Warrants” is incorporated herein by reference. |
(b) | The information in the Circular, included in Exhibit (a)(1)(A), under the heading “Section 11 - Interests of Directors and Officers; Transactions and Arrangements Concerning Warrants - Transactions in Warrants” is incorporated herein by reference. |
(a) | No person or class of persons are directly are directly or indirectly employed, retained, or to be compensated to make solicitations or recommends in connection with the Offer. Employees of the Corporation may contact Warrantholders to inform them of the terms of the Offer. |
(a)-(b) | Not material. The consideration offered consists solely of cash; the Tender Offer is not subject to any financing condition; and the Tender Offer is for all outstanding securities of the subject class. |
Exhibit No. | Description |
(a)(1)(A) | Offer to Purchase, dated April 12, 2013 and the accompanying Issuer Bid Circular. |
(a)(1)(B) | Valuation |
(a)(1)(C) | Letter of Transmittal. |
(a)(1)(D) | Notice of Guaranteed Delivery. |
(a)(1)(E) | Lock-Up Agreement |
(a)(2) | Not applicable. |
(d) | Schedule 14A dated April 11, 2012 |
(g) | Not applicable. |
(h) | Not applicable. |