TIDMAXS
RNS Number : 1161U
Accsys Technologies PLC
21 November 2023
AIM: AXS
Euronext Amsterdam: AXS
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR SWITZERLAND OR INTO ANY OTHER JURISDICTION WHERE TO
DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION
ACCSYS TECHNOLOGIES PLC
("Accsys" or the "Company" or "Group")
Capital Raise to raise gross proceeds of approximately EUR34
million and extension of debt facilities
Proceeds to complete US project, strengthen the balance sheet
and increase liquidity
Accsys, the fast-growing company that enhances the natural
properties of wood to make high performance and sustainable
building products, today announces that it proposes to raise gross
proceeds of approximately EUR34 million (of which approximately
EUR24 million is new money for the Company):
-- A Placing and Subscription (the "Issue") of new ordinary
shares of 0.05 euro cents nominal value each ("New Ordinary
Shares") to raise gross proceeds of approximately EUR13 million
(the "Placing and Subscription") at a fixed price of 69.35 Euro
cents ( 61.00 GBP pence) per New Ordinary Share (the "Issue
Price").
-- The issue of between approximately EUR19 million and
approximately EUR21 million new Convertible Loan Notes ("New
CLNs"), which includes the refinancing and discharge of the
existing 2022 EUR10 million convertible loan with De Engh BV
Limited (" De Engh ") (the "2022 Convertible Loan"). The issuance
of the New CLNs (including those which refinance the 2022
Convertible Loan) will raise gross new proceeds for the Company of
between approximately EUR9 and approximately EUR11 million (the
"CLN Issuance" and together with the Issue, the "Capital
Raise").
-- The Company has also negotiated an extension of its existing
main debt facilities with ABN AMRO to 31 March 2026 on terms which
support the business with the provision of additional funding and
covenant headroom (the "Debt Extension Package").
The net new proceeds of the Capital Raise along with the Debt
Extension Package allow Accsys to commence commercial operations of
its Accoya plant, currently under construction Kingsport, US, in
mid-2024, strengthen its balance sheet and increase working capital
headroom in the face of a challenging macro trading environment.
Decisive action has been taken to ensure the Company has the
funding platform necessary to execute its growth strategy.
Placing and Subscription
-- The placing of New Ordinary Shares with Placees will be
conducted at a fixed price of 69.35 Euro cents ( 61.00 GBP pence)
through an accelerated bookbuild on the terms and conditions set
out in Appendix II (the "Placing")
-- The Issue Price represents a discount of approximately 3.7%
to the closing price of the Ordinary Shares on Euronext Amsterdam
of 72 Euro cents, and a discount of approximately 3.2% to the
closing price of the Ordinary Shares on the AIM of 63 pence as at
20 November 2023.
-- Certain of the Company's major shareholders, including Teslin
Participates Coöperatief U.A. ("Teslin"), De Engh and BGF
Investments LP ("BGF") have committed to provide, in aggregate,
approximately EUR13 million of new equity through the Placing, at
the Issue Price (the "Committed Undertakings").
-- The aggregate amount to be raised by the Placing may be
increased from approximately EUR13 million to approximately EUR15
million depending on the outcome of the bookbuild.
-- In addition, Steven Salo, (CFO) intends to subscribe for
16,393 New Ordinary Shares at the Issue Price for an aggregate
amount of GBP10,000 (the "Subscription").
-- The Placing and Subscription are expected to represent in
aggregate between approximately 8.6 % and approximately 9.8% of the
Company's current issued ordinary share capital.
CLN Issuance
Proposed issue of between approximately EUR19 million and
approximately EUR21 million fixed rate unsecured Convertible Loan
Notes (in minimum denominations of EUR500,000) concurrently with
the Placing, which includes the refinancing and discharge of the
existing EUR10 million 2022 Convertible Loan, to raise new proceeds
for the Company of between approximately EUR9 and approximately
EUR11 million.
-- Teslin, De Engh, BGF and certain other shareholders of the
Company have agreed to subscribe for New CLNs with a 6 year term
and carrying a fixed rate coupon of 9.5%. For the first 2.5 years
the coupon will be rolled up and deferred and following that 2.5
year period, the deferred interest can either be converted into
ordinary shares of the Company ("Ordinary Shares") or paid in cash
over the remaining 3.5 years at the option of the holders of the
New CLNs. Following that 2.5 year period, interest shall be payable
in cash.
-- The New CLN holders will have the right to convert the New
CLNs they hold into Ordinary Shares of the Company at a price of
83.22 Euro cents per share (the "Conversion Price"), representing a
20% premium to the Issue Price.
-- The amount raised through the CLN Issuance will be scaled
back depending on the quantum raised in the Placing. The final
amount raised by the CLN Issuance will be known following the
completion of the Placing bookbuild, expected to be later today,
and will be announced by the Company together with the results of
the Placing bookbuild.
-- The New CLNs are unsecured and non-transferrable (except to
certain related parties and affiliates) and no application will be
made for their admission to trading on any recognised securities
exchange.
-- The New CLNs will be issued by Skyespring Funding Limited (a
wholly owned Jersey incorporated subsidiary of the Company) and
will benefit from a guarantee granted by the Company.
-- The New CLNs will be issued upon admission of the Placing and
Subscription New Ordinary Shares to listing and trading on Euronext
Amsterdam and to trading on AIM ("Admission").
The Board is of the belief that the Capital Raise is in the best
interests of the Company and strengthens the Company's funding
position during a key period of investment.
Amendments to borrowing facilities
The Company has reached an agreement with ABN AMRO to extend the
Company's main borrowing facilities (being a EUR40.5 million term
loan facility (the "Term Loan Facility") and EUR25 million
revolving credit facility (the "RCF")) by 18 months from October
2024 to 31 March 2026 providing the business with greater financing
certainty. ABN AMRO has also provided support to the Company
through the release of cash collateral currently provided by Accsys
to ABN AMRO of EUR10 million, with EUR2.5 million being available
for Accsys' general liquidity purposes and the remaining EUR7.5
million applied to repay the Term Loan Facility. As part of the
Debt Extension Package, ABN AMRO have provided an amortisation
holiday for future scheduled repayments so that there are no
scheduled repayments of the term loan until 30 June 2025.
The Term Loan Facility interest rate will vary between 4.34% and
5.34%, with additional rolled up interest of 3% accruing on EUR2.25
million for the period from 5 April 2024 to 4 October 2024, EUR4.5
million for the period from 5 October 2024 to 4 April 2025 and
EUR6.75 million from 5 April 2025, representing the Term Loan
Facility amortisation payments that have been deferred under the
amortisation holiday. The RCF interest rate will vary between 3%
and 4% above the relevant reference rate. The margin under the Term
Loan Facility and RCF will start at 3.00%, increasing to 3.50% from
1 April 2024 and 4.00% from 1 October 2024.
This support has the net benefit of increasing the Company's
cash liquidity position by approximately EUR7.2 million over the
next 12 months and then providing extended liquidity for the
following 18 months. In addition, the Company will benefit from
greater headroom under the net leverage covenant for the 12 month
periods ending 30 September 2024, 31 December 2024 and 31 March
2025, set at 2.75x for those periods. All other financial covenants
levels will remain the same. As part of the Debt Extension Package,
the Company has agreed to certain minimum liquidity covenants, in
addition to the net leverage and interest cover covenants, all of
which are based upon the results and assets (as applicable) of the
relevant Group entities.
This Debt Extension Package is conditional on the Company
raising new money of EUR24 million through the Capital Raise and
will become effective upon completion of the Capital Raise.
The Company expects to begin the process of refinancing the Term
Loan Facility and RCF in H2 2024.
Rationale for the Capital Raise and Use of Proceeds
New gross proceeds of EUR24 million from the Capital Raise will
allow the Company to strengthen its balance sheet, providing
additional liquidity and covenant headroom during a key investment
period as it delivers the Accoya USA plant in Kingsport with its JV
partner Eastman. Use of proceeds from the Capital Raise will be as
follows:
-- Approximately EUR22 million will be used to fund the
Company's share of the US JV. The US plant is progressing well with
construction now approximately 78% complete and equipment settings
approximately 87% complete. The total construction cost for the US
plant is now expected to be approximately $160 million, reflecting
a more realistic build cost schedule and construction cost
inflation. It is expected that approximately EUR15.5m of the
Capital Raise proceeds will be used to complete construction and
approximately EUR6.5m to fund operations as the US plant targets a
steady ramp up in volume and operations.
-- Approximately EUR2 million will be used for general liquidity
and working capital purposes to provide the Company with additional
headroom given the current challenging macro trading
environment.
In light of ongoing challenging trading conditions, the Accsys
Management team has taken decisive actions to reduce operating
costs, optimise working capital and implement incremental cost
saving initiatives, targeting annual cost savings of more than
EUR3.0m per annum.
The Board has consulted with a number of the Company's
shareholders on the rationale for, and the structure of, the
Capital Raise. The structure has been chosen as it minimises time
to completion at an important time for the Company due to the
challenging trading environment and macroeconomic conditions.
Feedback from this consultation has been highly supportive and the
Board would like to thank the Company's stakeholders for their
support. The Directors believe that the Capital Raise is in the
best interests of shareholders, as well as wider stakeholders in
the Group.
Outlook and current trading
The Board believes that the combination of the proposed Capital
Raise, Debt Extension Package and Accsys Management cost saving
actions to date, will provide the business with enough liquidity
and covenant headroom to deliver on the Company's strategy. As
announced within the H1 FY24 results published today, current
market conditions remain challenging, reflecting ongoing difficult
macro conditions across the Company's markets, with sales volumes
under continued pressure as distributors reduce their inventory
levels ahead of the upcoming holiday period. Sales performance by
region remains mixed. Despite the economic environment, the Company
has continued to maintain its premium price point on both its
Accoya and Tricoya products, reflecting their sustainable, durable
and high-performance qualities.
The Board does not expect trading conditions to improve
materially until the middle of the 2024 calendar year. The second
half of the financial year is typically stronger than H1, due to
increased sales in the Northern Hemisphere in anticipation of the
peak construction season. Accordingly, the Board believes there
will be an improvement in product demand in Q4 FY24, aided by the
unwind of distributor destocking that has taken place in recent
months. However, despite these factors, given the current market
backdrop and expected sales volume for the remainder of this
financial year, the Board believes that the FY24 results will be
below current market expectations.
The remainder of the current financial year will see continued
focus on completion of the Kingsport plant and on building demand
for Accoya globally, as FY24 will see an increase in Company's
capacity in conjunction with the transfer of volumes from Arnhem to
Kingsport. The Company will also focus on delivering continuous
operational improvements at Arnhem. With its unique product
portfolio set in a growth industry, increased capacity at Arnhem
and future capacity coming from the new plant in Kingsport, the
Board believes that Accsys is well positioned for future growth.
The Company is broadening its global distributor network,
developing its Approved Manufacturers Programme ("AMP") and
accelerating its sales & marketing activity, particularly in
the US, which will support its regional growth. While Accsys
continues to believe in the attractive market and growth potential
for Tricoya, in view of the current operating environment and shift
of company focus on the Accoya USA project, the Board is
undertaking a review of the viability, strategic interest and
financial capabilities of its Tricoya UK plant in Hull. The review
will be conducted in early calendar year 2024.
Dr Jelena Arsic van Os, CEO, commented:
" Today we announce a fundraising and refinancing package that
will strengthen our balance sheet and improve Accsys funding
position, which is essential for our growth. I would like to thank
our shareholders for their continued support and belief in Accsys.
Like many other businesses, while we are actively managing very
challenging near-term headwinds, our confidence in our premium
products remains unwavering. Accoya's premium offering set Accsys
apart in the marketplace, strongly positioning our business for
success. The proceeds from the Capital Raise will support
completion of our US Accoya plant, enabling us to fully target our
largest addressable market."
For further information, please contact: Accsys Technologies PLC ir@accsysplc.com
Katharine Rycroft, Investor Relations
========================================= ======================
Deutsche Numis (London)
Nominated Adviser, Joint Bookrunner
and Broker
Oliver Hardy (NOMAD), Ben Stoop +44 (0) 20 7260 1000
========================================= ======================
ABN AMRO Bank N.V. (Amsterdam)
Joint Bookrunner
Julie Wakkie, Diederik Berend +31 20 628 5789
========================================= ======================
FTI - PR
Matthew O'Keeffe, Alex Le May, Georgia
Badcock +44 (0) 20 3727 1340
========================================= ======================
Strategic review by new Management team
Review of Accsys business
Following the appointment of a new Chief Executive Officer in
July 2023 and new Chief Financial Officer in April 2023, the
Company has conducted a review of the Accsys business, assessing
its strengths, progress and challenges. Following this review, the
Company has identified five new strategic priorities for growth to
drive shareholder value over the medium term.
Background
As Accoya and Tricoya grow as global brands, the outstanding
qualities of the Company's ultra-high performance and sustainable
wood products are becoming more widely recognised by customers,
manufacturers and distributors. Accsys' expertise in innovation has
enabled it to transform fast-growing softwood into some of the most
durable, stable and low maintenance wood products in the world.
Accsys' products are positioned within the global wood products
market, which produces over 800 million cubic metres annually
(source: The UN Food & Agriculture Organization) across lumber
and engineered wood products. The market is estimated to be worth
$748 billion in 2023 and is expected to grow to $964 billion from
2023 to 2027 at a CAGR of 6.6% (source: The Business Research
Company).
Macro-economic trends, wider societal 'megatrends' and market
penetration opportunities provide the Company with significant
growth and demand drivers. Increasing the Company's production
capacity, as has been achieved at the plant in Arnhem, is central
to sales growth. As the Company's products compete with and
displace other non-wood building materials from concrete to
plastics, the Board believes the market opportunity is
significant.
Strengths and progress
Accsys has a highly attractive portfolio of premium products
positioned in a growth market. Accsys is best in class in
successfully commercialising the technology of acetylating wood,
the process of which is protected with extensive intellectual
property, including c.388 patents and patent applications in 45
countries at the end of FY23.
The Company places a strong emphasis on innovation, which
includes the development of Accoya Color, made initially in the
same way as regular Accoya wood but which then undergoes a
secondary manufacturing process during which it is coloured. Accoya
Color is proving to be very attractive to customers in the
Company's target markets, particularly in the decking category
where the surface-to-core grey colour requires less maintenance
over the long term.
The Company's premium wood products continue to attract some of
the world's leading brands and major heritage sites (including the
new Google HQ in London and Caernarfon Castle in Wales). The
Company's products have significant product benefits compared to
substitute products in the industry and are becoming more relevant
globally. The market opportunity is sizeable, with the Company's
largest addressable market being North America. The Company's loyal
customer base and premium pricing enables it to achieve solid gross
margins with a target of 30%.
Following the expansion of the Company's Accoya plant in Arnhem
through the addition of a new fourth reactor, Accsys produced
record volumes in Q3 FY23 and Q4 FY23. Construction of Accsys' new
Accoya USA plant in Kingsport with its JV partner, Eastman, is a
key focus area for the Company and an exciting market opportunity.
Further improvements at Arnhem and completion of Kingsport will
provide a step change in capacity, significantly enhancing Accsys'
growth opportunities over the next 18-24 months.
The Company continues to expand its market reach and customer
penetration and widen its distribution channels. Today, it has 67
distributors of its products and 661 AMPs world-wide, of which 111
AMPs and 8 distributors are in the Americas. In H1 FY24, the
Company added 56 AMPs to its global network, bringing a total of 85
new AMPs in the year to date.
Challenges
Accsys has grown product demand, practised manufacturing
excellence, developed its technology and built organisational
capability. Most recently, trading has been impacted by a
challenging economic environment, with construction headwinds and
distributor destocking becoming a market wide phenomenon and
resulting in weaker demand for its products.
The execution of multiple, large projects in parallel (including
the Tricoya UK plant in Hull) has impacted focus and operational
delivery historically. Historic production capacity constraints
have also limited growth in the Company's customer base. Going
forward, Accsys has identified a number of operational improvement
opportunities, including at Arnhem, alongside targeted investment
in sales & marketing capabilities which Management believes
will deliver higher growth.
Strategic priorities
Management believes that further investment will be required to
support the business and achieve five strategic priorities, which
are:
1. Successful delivery of its Accoya USA JV Project - the
Kingsport plant is targeted to commence operations in mid-2024.
Post completion, Accsys will implement a steady and controlled
ramp-up to capacity to respond to demand, increasing total Group
production capacity by 50%;
2. Continuous improvement on operational efficiencies at Arnhem
- focus on further operational continuous improvement of the
Company's key plant will improve performance and returns and
maximise the plant's full potential.
3. Right-size the cost base - Accsys' new management team has
begun to re-set the organisation and optimise its cost base,
targeting annual cost savings of more than EUR3.0m;
4. Grow market reach - Accsys has accelerated the process of
targeting attractive distributors in key target markets, with
discussions currently underway with a select number of major
manufacturers and direct business opportunities. Accsys will
continue to invest in core areas to support growth such as sales
& marketing; and
5. Strengthen the balance sheet for growth - the Company has
today announced a Capital Raise for new funding of approximately
EUR24 million supported by extended and more favourable amendments
to the Company's existing ABN AMRO bank facilities.
Details of the Placing and Subscription
The Placing is being conducted through an accelerated bookbuild
(the "Bookbuild") by ABN AMRO Bank N.V. (acting in collaboration
with ODDO BHF SCA) (" ABN AMRO ") and Numis Securities Limited ("
Deutsche Numis ") (ABN AMRO together with Deutsche Numis the "Joint
Bookrunners") to reflect Accsys' dual-listing on the London (AIM)
and Euronext Amsterdam stock exchanges. The Bookbuild will be
launched immediately following the release of this announcement by
the Joint Bookrunners. The timing of the closing of the Bookbuild
and allocations are at the discretion of the Joint Bookrunners and
the Company. A further announcement will be made by the Company
following completion of the Bookbuild.
Application will be made for the New Ordinary Shares to be
admitted to trading on the AIM market of London Stock Exchange plc
and Euronext Amsterdam on 23 November 2023 ("Admission"). No
prospectus is required in respect of the Issue and no prospectus or
similar document will be published in connection with the Issue.
Admission is expected to take place on or before start of trading
on 23 November 2023 and settlement of the New Ordinary Shares is
expected to take place on the same date. The Placing and
Subscription are conditional upon, among other things, Admission
becoming effective and the Placing Agreement not being terminated
in accordance with its terms. Appendix II sets out further
information relating to the Bookbuild and the terms and conditions
of the Placing. By choosing to participate in the Placing and by
making an oral or written offer to acquire New Ordinary Shares,
Placees will be deemed to have read and understood this
Announcement in its entirety (including the Appendices) and to be
making a legally binding offer on, and subject to, the terms and
conditions in it, and to be providing the representations,
warranties and acknowledgements contained in Appendix II.
Current and potential investors in Accsys are reminded of the
non-exhaustive summary of the principal risks facing the Group set
out on pages 50 to 55 of the Company's annual report for FY23, as
well as those described elsewhere in this announcement. Current and
potential investors are also advised to review the Company's H2
2024 interim results, published today. Members of the public are
not permitted to participate in the Placing.
Summary of terms of the CLN Issuance
The New CLNs will be issued by Skyespring Funding Limited, a
wholly owned subsidiary of the Company incorporated in Jersey (the
"Issuer") andguaranteed by the Company.
The New CLNs will be issued at par and will carry a coupon of
9.5 per cent. per annum payable semi-annually in arrear in equal
instalments. For the period of 30 months following the issuance of
the New CLNs, payment of cash interest on the New CLNs shall be
deferred and shall compound (the "PIK Period"). Following expiry of
the PIK Period, the holder of a New CLN may elect to have all
deferred interest owing to it either converted into Ordinary Shares
at the Conversion Price (in accordance with the conditions of the
New CLNs) or cash settled, with 50% of such amount paid by the
Issuer on or around expiry of the PIK Period and the residual 50%
of such amount paid in equal instalments on each interest payment
date following expiry of the PIK Period.
The New CLNs will carry rights to enable the New CLNs to be
converted into Ordinary Shares at the Conversion Price. On
conversion, holders will be issued with preference shares in the
Issuer which will be automatically exchanged for Ordinary Shares at
the Conversion Price. The terms of the New CLNs include customary
provisions for certain adjustments to be made to the conversion
terms, including in the event of changes to the Company's share
capital (such as a sub-division or consolidation of the Ordinary
Shares), a downround (future placings below the Issue Price which
represent more than 10 per cent. of the Company's issued share
capital when aggregated with other equity raises in the preceding
12 months), or to ensure that no holder of the New CLNs would
acquire an interest in voting shares in the Company (in aggregate
with those held by persons acting in concert with it) exceeding
29.99% of the total voting rights in the Company upon conversion of
the New CLNs into Ordinary Shares.
Settlement and delivery of the New CLNs will take place on the
date of Admission. If not previously converted, redeemed or
purchased and cancelled, the New CLNs will be redeemed at par on
the date that is 6 years after the date of issuance of the New CLNs
(the "CLN Issue Date").
The Issuer will have the option to redeem any of the New CLNs
prior to maturity, together with accrued but unpaid interest,
subject to payment of the applicable early redemption payment. Such
early redemption payment shall be (i) for the period up to the
fourth anniversary of the CLN Issue Date, a make whole amount in
respect of the relevant New CLNs (ii) for the period from the
fourth anniversary of the CLN Issue Date to the fifth anniversary
of the CLN Issue Date, 4.75 per cent. of the principal amount of
the relevant New CLNs and (iii) thereafter, 2.375 per cent. of the
principal amount of the relevant New CLNs.
The New CLN holder's rights are subordinated to those of the
lenders under the Company's main borrowing facilities with ABN AMRO
(described above).
Holders of the New CLNs will have the option to require the
early redemption of its New CLNs at par, together with accrued but
unpaid interest, following the occurrence of a change of control of
the Company.
The Company has agreed that holders of an aggregate principal
amount of New CLNs of EUR5 million or more shall have a consent
right in respect of certain actions, including the following:
-- making a substantial change to the general nature of the
business of the Company, the Group or the Issuer;
-- other than any refinancing of existing financing arrangements
in place as at the Issue Date, entering into any new debt financing
arrangements pursuant to any loan, bond, loan note or similar
instrument in connection with the incurrence of debt for borrowed
money for an aggregate principal amount in excess of EUR10 million;
and
-- undertaking any reduction of the Company's share capital for
the purposes of facilitating the payment of a dividend to
shareholders.
Summary of certain agreements entered into in connection with
the Capital Raise
Relationship Agreement with Teslin and De Engh
In connection with the Capital Raise and their commitment to
provide up to EUR19 million in new funding through the Placing and
CLN Issuance (including through the cancellation of 2022
Convertible Loan), the Company has entered into a relationship
agreement with its largest shareholders Teslin and De Engh (the
"Major Shareholders"), on customary terms and conditions for a
substantial shareholding of this nature (the "Relationship
Agreement"). Pursuant to the terms of the Relationship Agreement
the Major Shareholders shall have the right to appoint one new
non-executive director to the Board of the Company for so long as
they hold an interest in shares representing 15 per cent. or more
of the issued ordinary share capital of the Company in aggregate
and a second non-executive director for so long as they hold in
aggregate an interest in shares representing 22.5 per cent. or more
of the issued ordinary share capital of the Company (the
"Nominee(s)"), in each case subject to prior consultation with the
Board and provided the relevant candidates fit the Board profile at
the relevant time. It is therefore envisaged that any individuals
appointed will have experience and skills relevant to Accsys. Any
appointment will be subject to the approval of the Company's
Nominated Adviser following completion of customary regulatory due
diligence in
accordance with the AIM Rules for Nominated Advisers. It is
expected that one Nominee will initially be nominated by Major
Shareholders. Any reduction in the Major Shareholders' interest in
shares as a result of a non pre-emptive share issuance by the
Company in which they are not offered the ability to participate
shall be disregarded to the extent it causes the Major
Shareholder's interest in shares in the Company to drop below these
thresholds. The Nominee(s) will also be appointed to the Company's
Remuneration Committee and Audit Committee. Customary conflict of
interest provisions will apply in the event of a dispute between
the Major Shareholders and the Company. The Relationship Agreement
contains customary provisions governing the sharing of information
by the Company with the Major Shareholder.
The Company has also agreed that it will not increase the size
of its Board beyond two executive directors, three independent
non-executive directors and the Major Shareholder's appointees
unless this is approved by a majority of non-executive directors in
office at the time.
The Major Shareholders have undertaken to ensure that: (i) all
transactions and arrangements between the Major Shareholders and
the Company will be conducted at arm's length and on normal
commercial terms; (ii) they will not take any action or propose any
shareholder resolution that would prevent the Company from
complying with its obligations under the AIM Rules or circumvent
the proper application of the AIM Rules; and (iii) they will not,
without the prior consent of the Company, call a general meeting or
publicly seek to control the Board of the Company, nor make or
participate in a public offer for Ordinary Shares where this is not
recommended by the Board.
Related Party Transactions
Pursuant to the Capital Raise, Teslin and De Engh will be
investing up to EUR11.5 million (EUR3.5 million and EUR8 million
respectively) in the new CLNs and up to EUR7.5 million (EUR0.5
million and EUR7 million respectively) in the Placing . The
participation of Teslin and De Engh in the Capital Raise (pursuant
to the Placing and the CLN Issuance) and the entry into by them of
the Relationship Agreement is considered a related party
transaction for the purposes of AIM Rule 13 of the AIM Rules for
Companies. The Board of Accsys consider, having consulted the
Company's Nominated Adviser Deutsche Numis, that the terms of the
New CLNs and Teslin and De Engh's participation in the CLN Issuance
and entry into the Relationship Agreement, along with their
participation in the Placing, are fair and reasonable in so far as
shareholders of the Company are concerned.
Agreement with BGF
In addition, in connection with the Capital Raise and their
commitment to provide up to EUR8.5 million in the new CLNs (subject
to scale back by up to EUR2.5 million, depending on the outcome of
the Bookbuild) and up to EUR1.5 million in the Placing, the Company
has agreed certain commitments in favour of BGF, including that (1)
it will, subject to BGF acquiring a shareholding of at least 15 per
cent. in the issued ordinary share capital of the Company and
subject to prior agreement of a relationship agreement on customary
terms, grant BGF the right to appoint one non-executive director to
the Board of the Company; and (2) it will not move its HQ outside
the UK or seek to de-list its shares from AIM for as long as the
New CLNs held by BGF remain outstanding (and, to the extent that
this covenant is not complied with, all amounts outstanding under
BGF's New CLNs will be repayable ( together with the Make
Whole).
This announcement comprises inside information for the purposes
of EU MAR and UK MAR. The person responsible for making this
announcement is Nick Hartigan, General Counsel and Company
Secretary, Accsys Technologies PLC.
IMPORTANT NOTICES
This announcement including its appendices (the "Announcement")
and the information contained in it is not for publication,
release, transmission distribution or forwarding, in whole or in
part, directly or indirectly, in or into the United States,
Australia, Canada, Japan, Switzerland or the Republic of South
Africa or any other jurisdiction in which publication, release or
distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in the United
States, Australia, Canada, Japan, Switzerland or the Republic of
South Africa or any other state or jurisdiction. This Announcement
has not been approved by the FCA, the London Stock Exchange or the
AFM. Any failure to comply with the restrictions set out in this
Announcement may constitute a violation of the securities laws of
such jurisdictions.
The New Ordinary Shares have not been and will not be registered
under the US Securities Act or under the securities law or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered, sold, pledged, taken
up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, in or into the United States absent
registration under the US Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The New Ordinary Shares
are being offered and sold outside of the United States in offshore
transactions in accordance with Regulation S under the US
Securities Act. The New Ordinary Shares have not been approved,
disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or
any other U.S. regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the New Ordinary Shares. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in the
United States, Australia, Canada, Japan, Switzerland or the
Republic of South Africa or to, or for the account or benefit of,
any national, resident or citizen of the United States, Australia,
Canada, Japan, Switzerland or the Republic of South Africa.
No public offering of securities is being made in the United
States, the United Kingdom or elsewhere.
All offers of New Ordinary Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation (as applicable) from the requirement to produce a
prospectus. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
No prospectus will be made available in connection with the
Placing and no such prospectus is required (in accordance with the
EU Prospectus Regulation or the UK Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only. The Placing is directed
only at persons who are: (a) if in a member state of the European
Economic Area, persons who are qualified investors within the
meaning of article 2(e) of the EU Prospectus Regulation; (b) if in
the United Kingdom, persons who (i) are "investment professionals"
specified in article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") and/or (ii)
fall within article 49(2)(a) to (d) of the Order (and only where
the conditions contained in those articles have been, or will at
the relevant time be, satisfied), and, in each case, who are also
qualified investors within the meaning of article 2 of the UK
Prospectus Regulation; or (c) persons to whom it may otherwise be
lawfully communicated (all such persons together being referred to
as "Relevant Persons").
This Announcement and the terms and conditions set out herein
must not be acted on or relied on by persons who are not Relevant
Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment
activity to which this Announcement and the terms and conditions
set out herein relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. This Announcement
does not itself constitute an offer for sale or subscription of any
securities in Accsys.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or
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. The contents of this
Announcement have not been reviewed by any regulatory authority in
the United Kingdom or elsewhere. Each Shareholder or prospective
Shareholder is advised to exercise caution in relation to the
Issue.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any of
the Joint Bookrunners, or by any of their respective partners,
directors, officers, employees, advisers, consultants, affiliates
or agents as to or in relation to, the accuracy, fairness or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Notice to all investors
Deutsche Numis is authorised and regulated in the United Kingdom
by the FCA. Deutsche Numis and ABN AMRO are acting for Accsys and
are acting for no one else in connection with the Issue and will
not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Issue and will not be
responsible to anyone other than Accsys for providing the
protections afforded to their respective clients, nor for providing
advice in connection with the Issue or any other matter,
transaction or arrangement referred to herein.
Deutsche Numis' responsibilities as the Company's nominated
adviser under the AIM Rules for Nominated Advisers are owed solely
to the London Stock Exchange and are not owed to the Company or to
any Director or to any other person.
None of the information in this Announcement has been
independently verified by any of the Joint Bookrunners or any of
their respective partners, directors, officers, employees,
advisers, consultants, agents or affiliates. Apart from the
responsibilities and liabilities, if any, which may be imposed upon
the Joint Bookrunners by FSMA, neither of the Joint Bookrunners nor
any of their subsidiary undertakings, affiliates or any of their
directors, officers, employees, consultants, advisers or agents
accept any responsibility or liability whatsoever (whether arising
in tort, contract or otherwise) for the contents of the information
contained in this Announcement (including, but not limited to, any
errors, omissions or inaccuracies in the information or any
opinions) or for any other statement made or purported to be made
by or on behalf of any of the Joint Bookrunners or any of their
respective partners, directors, officers, employees, advisers,
consultants, agents or affiliates in connection with Accsys or the
New Ordinary Shares or the Issue and nothing in this Announcement
is, or shall be relied upon as, a promise or representation in this
respect, whether as to the past or future. The Joint Bookrunners
accept no liability or responsibility for any loss, costs or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its content or otherwise in
connection therewith or any acts or omissions by the Company. Each
of the Joint Bookrunners and their subsidiary undertakings,
affiliates or any of their directors, officers, employees, advisers
and agents accordingly disclaims to the fullest extent permitted by
law all and any responsibility and liability whether arising in
tort, contract or otherwise (save as referred to above) which it
might otherwise have in respect of this Announcement or any such
statement and no representation, warranty, express or implied, is
made by any of the Joint Bookrunners or any of their respective
partners, directors, officers, employees, advisers, consultants,
agents or affiliates as to the accuracy, fairness, completeness or
sufficiency of the information contained in this Announcement.
In connection with the Issue, the Joint Bookrunners and any of
their affiliates, acting as investors for their own accounts, may
subscribe for or purchase New Ordinary Shares as a principal
position and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such New Ordinary
Shares and other securities of the Company or related investments
in connection with the Issue or otherwise. Accordingly, references
to the New Ordinary Shares being offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any offer
to, or subscription, acquisition, placing or dealing by the Joint
Bookrunners and any of their affiliates acting as investors for
their own accounts. In addition, the Joint Bookrunners or their
affiliates may enter into financing arrangements and swaps in
connection with which they or their affiliates may from time to
time acquire, hold or dispose of New Ordinary Shares. The Joint
Bookrunners have no intention to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
Cautionary statement regarding forward-looking statements
This Announcement contains certain "forward-looking statements".
Words such as "believes", "anticipates", "estimates", "expects",
"intends", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. All statements other than
statements of historical fact included in this Announcement are
forward-looking statements. Forward-looking statements appear in a
number of places throughout this Announcement and include
statements regarding the Directors' or the Company's intentions,
beliefs or current expectations concerning, among other things,
operating results, financial condition, prospects, growth,
expansion plans, strategies, the industry in which the Group
operates and the general economic outlook.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend upon
circumstances that may or may not occur in the future and are
therefore based on current beliefs and expectations about future
events. Forward-looking statements are not guarantees of future
performance. Investors are therefore cautioned that a number of
important factors could cause actual results or outcomes to differ
materially from those expressed in any forward-looking
statements.
Neither the Company, nor any member of the Group, nor any of the
Joint Bookrunners undertakes any obligation to update or revise any
of the forward-looking statements, whether as a result of new
information, future events or otherwise, save in respect of any
requirement under applicable law or regulation (including, without
limitation, FSMA, the AIM Rules for Companies, UK MAR, the Dutch
Financial Supervision Act and EU MAR).
Information to Distributors
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (" MiFID II "); (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the " MiFID II Product Governance Requirements "), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the New Ordinary Shares have been subject to
a product approval process, which has determined that the New
Ordinary Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the " Target
Market Assessment "). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the New Ordinary Shares
may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the New Ordinary Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Issue. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the New Ordinary Shares have been subject to a product
approval process, which has determined that such New Ordinary
Shares are: (i) compatible with an end target market of: (a)
investors who meet the criteria of professional clients as defined
in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic UK law by virtue of the European Union
(Withdrawal) Act 2018 and the European Union (Withdrawal Agreement)
Act 2020; (b) eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail
clients who do not meet the definition of professional client under
(b) or eligible counterparty per (c); and (ii) eligible for
distribution through all distribution channels as are permitted by
Directive 2014/65/EU (the "UK target market assessment").
Notwithstanding the UK target market assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK target market assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK target market assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the UK target market assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of
COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the New Ordinary
Shares.
Each distributor is responsible for undertaking its own UK
target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Market Abuse Regulation
This Announcement contains inside information for the purposes
of EU MAR and UK MAR (together, "MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the matters
contained in this Announcement, with the result that certain
persons became aware of such inside information as permitted by
MAR. That inside information is set out in this Announcement and
has been disclosed as soon as possible in accordance with paragraph
7 of article 17 of both EU MAR and UK MAR. Upon the publication of
this Announcement, the inside information is now considered to be
in the public domain and such persons shall therefore cease to be
in possession of inside information in relation to the Company and
its securities.
The person responsible for making this Announcement on behalf of
Accsys is Nick Hartigan, General Counsel & Company
Secretary.
APPIX I
DEFINITIONS
In addition to the terms defined elsewhere in this Announcement,
the following definitions apply throughout this Announcement
(unless the context otherwise requires):
"2022 Convertible Loan" the EUR10 million convertible loan
agreement between the Company and
De Engh BV dated 3 March 2022;
"ABN AMRO" ABN AMRO Bank N.V.;
"Admission" the admission of the New Ordinary
Shares to listing and trading on Euronext
Amsterdam and to trading on AIM;
"AFM" the Dutch Authority for the Financial
Markets (Stichting Autoriteit Financiële
Markten);
"AIM" AIM, a market operated by the London
Stock Exchange;
"AIM Rules for Companies" the rules published by the London
Stock Exchange governing admission
to AIM and the regulation of companies
whose securities are admitted to trading
on AIM (including any guidance notes),
as each may be amended or reissued
from time to time;
"Amendment and Restatement the amendment and restatement deed
Deed" entered into by the Company with ABN
AMRO on the date of this Announcement,
providing for the amendment of the
Term Loan Facility and the RCF;
"BGF" BGF Investments LP;
"Board" or "Directors" the directors of the Company at the
date of this Announcement;
"Bookbuild" the accelerated bookbuild to be launched
immediately following release of this
Announcement;
"CFO " Steven Salo, the Chief Financial Officer
of Accsys;
"Capital Raise" the CLN Issuance together with the
Issue;
"CJA" the Criminal Justice Act 1993;
" Committed Undertakings the commitments received from certain
" of the Company's major shareholders,
including Teslin, De Engh and BGF,
to provide, in aggregate, c.EUR13
million of new equity through the
Placing, at the Issue Price;
"Company" or "Accsys" Accsys Technologies PLC;
"Convertible Loan Note the subscription agreements entered
Subscription Agreements" into in connection with the CLN Issuance
on the date of this Announcement;
Conversion Pirce the price at which the CLN will convert
into new Ordinary Shares;
"CLN Issuance" CLN issued to raise gross new proceeds
for the Company;
"CREST" the United Kingdom paperless share
settlement system and system for the
holding of shares in uncertificated
form in respect of which Euroclear
UK is the operator;
"Data Protection Law" applicable data protection legislation
and regulations;
"Deutsche Numis" or "Nominated Numis Securities Limited;
Adviser"
"Debt Extension Package" the extension of the Company's existing
main debt facilities with ABN AMRO
to 31 March 2026;
"Eastman" Eastman Chemical Company;
"EEA" the European Economic Area;
"EU" the European Union;
"EU MAR" the EU Market Abuse Regulation (Regulation
(EU) 596/2014), together with any
related implementing legislation;
"EU Prospectus Regulation" the EU Prospectus Regulation (Regulation
(EU) 2017/1129), together with any
related implementing legislation;
"Euroclear Nederland" Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V.;
"Euroclear UK" Euroclear UK & Ireland Limited, the
operator of CREST;
"Euronext Amsterdam" Euronext Amsterdam N.V. or the regulated
market operated by Euronext Amsterdam
N.V. (as the context requires);
"Exchange Information" any information previously or subsequently
published by or on behalf of the Company,
including, without limitation, any
information required to be published
by the Company pursuant to applicable
laws;
"Financial Conduct Authority" the Financial Conduct Authority of
or "FCA" the UK;
"FSMA" the Financial Services and Markets
Act 2000 (as amended);
"FY23" the twelve months ending 31 March
2023;
"FY24" the twelve months ending 31 March
2024;
"Group" Accsys and its existing subsidiary
undertakings (and, where the context
permits, each of them);
H1 FY24 the Company's interim results for
the six months ending 30 September
2023 published on 21 November 2023;
"Issue" together, the Placing and the Subscription;
"Issue Price" the single price per share payable
by Placees, pursuant to the Placing
under the terms and conditions set
out in Appendix II hereto, the CFO,
pursuant to the Subscription, being
69.35 Euro cents (61.00 pence) per
new ordinary share;
"Joint Bookrunners" Deutsche Numis and ABN AMRO;
"London Stock Exchange" London Stock Exchange plc;
"MAR" UK MAR and EU MAR, as applicable;
"MiFID II" EU Directive 2014/65/EU on markets
in financial instruments, as amended;
"MiFID II Product Governance (a) MiFID II; (b) Articles 9 and 10
Requirements" of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures,
together;
"New Ordinary Shares" the new Ordinary Shares to be issued
pursuant to the Issue;
"New CLNs" the new Convertible Loan Notes to
be issued pursuant to the Issue;
"Order" the Financial Services And Markets
Act 2000 (Financial Promotion) Order
2005;
"Ordinary Shares" the ordinary shares of 0.05 Euro cents
each in the capital of Accsys;
"Placee" any person who has agreed to subscribe
for Placing Shares pursuant to the
Placing;
"Placing" the placing of New Ordinary Shares
with Placees subject to, and in accordance
with, the terms and conditions set
out in Appendix II to this Announcement;
"Placing and Subscription" the placing of New Ordinary Shares
with Placees and potential subscription
for New Ordinary Shares by certain
of the Directors as part of the Issue
subject to, and in accordance with,
the terms and conditions set out in
Appendix II to this Announcement;
"Placing Agreement" the agreement dated 21 November 2023
between the Company and the Joint
Bookrunners relating to the Issue;
"Placing Results" the results of the Placing, to be
released promptly following completion
of the Bookbuild;
"Placing Shares" the New Ordinary Shares which are
the subject of the Placing;
"RCF" the Group's revolving credit facility;
"Registrar" the Company's registrars;
"Regulation S" Regulation S under the US Securities
Act;
"Relevant Persons" and has the meaning given to it in Appendix
"Qualified Investors" and II;
related terms
"Restricted Territory" United States, Canada, Australia,
South Africa, Japan, Switzerland,
New Zealand and any other jurisdiction
where the extension or availability
of the Issue would breach applicable
law;
"RIS" a regulatory information service;
"Shareholder" a holder of Ordinary Shares;
"Subscription" the potential subscription for New
Ordinary Shares by the CFO as part
of the Issue;
"Target Market Assessment" the MiFID II target market assessment
undertaken by the Joint Bookrunners;
Term Loan Facility the Group's term loan facility;
"Terms of Sale" the terms of sale to be signed under
the Placing Agreement following completion
of the Bookbuild;
"Teslin" Teslin Participates Coöperatief
U.A;
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland;
"UK MAR" the EU MAR, as it forms part of retained
EU law as defined in the European
Union (Withdrawal) Act 2018;
"UK Prospectus Regulation" the EU Prospectus Regulation, as it
forms part of retained EU law as defined
in the European Union (Withdrawal)
Act 2018;
"US" or "United States" the United States of America, its
possessions and territories, any state
of the United States of America and
the District of Columbia; and
"US Securities Act" the United States Securities Act of
1933, as amended.
APPIX II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING (AS DEFINED BELOW). THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX (TOGETHER, THE "ANNOUNCEMENT") ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR
THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("EU QUALIFIED INVESTORS") WITHIN THE MEANING
OF ARTICLE 2I OF PROSPECTUS REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO
(I) ARE "INVESTMENT PROFESSIONALS" SPECIFIED IN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER") AND/OR (II) FALL WITHIN ARTICLE 49(2)(A)
TO (D) OF THE ORDER (AND ONLY WHERE THE CONDITIONS CONTAINED IN
THOSE ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT TIME BE,
SATISFIED) AND, IN EACH CASE, WHO ARE ALSO QUALIFIED INVESTORS
(WITH PERSONS FALLING IN THIS PART (B) BEING "UK QUALIFIED
INVESTORS" AND, TOGETHER WITH EU QUALIFIED INVESTORS, "QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2 OF THE EU PROSPECTUS
REGULATION AS AMED AND TRANSPOSED INTO THE LAWS OF THE UNITED
KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND
THE EUROPEAN UNION (WITHDRAWAL AGREEMENT) ACT 2020 (THE "UK
PROSPECTUS REGULATION"); OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA, SWITZERLAND, JAPAN, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN ACCSYS TECHNOLOGIES PLC (THE
"COMPANY").
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMED (THE "US SECURITIES ACT"), OR UNDER THE SECURITIES
LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, TAKEN UP, RESOLD TRANSFERRED OR DELIVERED DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR ANY OTHER
JURISDICTION OF THE UNITED STATES. THE SECURITIES REFERRED TO IN
THIS ANNOUNCEMENT ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED
STATES IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH REGULATION S
UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SHARES
REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED
STATES, THE UNITED KINGDOM OR ELSEWHERE.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY
REGULATORY AUTHORITY IN THE UNITED KINGDOM, THE NETHERLANDS OR
ELSEWHERE. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE
PLACING. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS
ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENT PROFESSIONAL ADVICE.
Neither the Company, Numis Securities Limited ("Deutsche Numis")
nor ABN AMRO Bank N.V. ("ABN AMRO"), nor any of their respective
affiliates, agents, directors, officers, consultants or employees,
makes any representation or warranty (whether express or implied)
to persons who are invited to and who choose to participate in the
placing ("Placees") of new Ordinary Shares in the capital of the
Company (the "Placing") of nominal value of EUR 0.05 (the "Placing
Shares") regarding an investment in the securities referred to in
this Announcement under the laws applicable to such Placees. Each
Placee should consult its own advisers as to the legal, tax,
business, financial and related aspects of an investment in the
Placing Shares.
Certain Directors have indicated an intention to subscribe for
new ordinary shares (the "Subscription Shares") to be issued
pursuant to a subscription (the "Subscription").
By participating in the Placing, Placees will be deemed to have
read and understood this Announcement, including this Appendix, in
its entirety, and to be participating, making an offer and
acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties,
indemnities, acknowledgments and undertakings contained herein.
In particular each such Placee represents, warrants, undertakes,
agrees and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. it is and, at the time the Placing Shares are acquired, will
be outside the United States and acquiring the Placing Shares in an
"offshore transaction" in accordance with Regulation S under the US
Securities Act ("Regulation S"); and
3. if it is a financial intermediary, as that term is used in
Article 2(d) of the EU Prospectus Regulation or the UK Prospectus
Regulation, as applicable, any Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in circumstances which may give rise to an offer of
securities to the public other than an offer or resale to Qualified
Investors in a member state of the EEA or in the UK, as applicable,
or in circumstances in which the prior consent of the Joint
Bookrunners (as defined below) has been given to each such proposed
offer or resale.
For the purposes of this Appendix, Deutsche Numis and ABN AMRO
are each a "Joint Bookrunner" and together the "Joint
Bookrunners".
The Company and each of the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations, warranties and
acknowledgements.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by
the Joint Bookrunners or any of its or their respective affiliates
or any of its or their respective agents, directors, officers or
employees which would, or is intended to, permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any country or jurisdiction where any such action
for that purpose is required. The information in this Announcement
may not be forwarded or distributed to any other person and may not
be reproduced in any manner whatsoever. Any forwarding,
distribution, dissemination, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply
with this directive may result in a violation of the US Securities
Act or the applicable laws of other jurisdictions.
Details of the Placing Agreement
The Company and the Joint Bookrunners have today entered into an
agreement with respect to the Placing (the "Placing Agreement")
under which, on the terms and subject to the conditions set out
therein, the Joint Bookrunners have agreed to (i) use their
respective reasonable endeavours, as agents of the Company, to
procure Placees for the Placing Shares in such number, if any, as
may be agreed between the Joint Bookrunners and the Company and
recorded in the executed terms of sale (the "Terms of Sale") and
(ii) to the extent that any Placee fails to pay the Issue Price (as
defined below) in respect of any of the Placing Shares which have
been allocated to it, to (severally and not jointly or jointly and
severally) subscribe for such Placing Shares at the Issue
Price.
The Placing Shares
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing ordinary shares in the Company,
including the right to receive all dividends and other
distributions declared, made or paid in respect of the ordinary
shares of the Company (the "Ordinary Shares") after the date of
issue of the Placing Shares.
Applications for admission to trading
Applications will be made for the Placing Shares to be admitted
to the regulated market operated by Euronext Amsterdam N.V.
("Euronext Amsterdam") and to the London Stock Exchange's AIM
market ("Admission"). It is expected that Admission will become
effective on or around 8.00 a.m. (London time) and 9.00 a.m.
(Central European time) on 23 November2023 (or on such later date
as may be agreed between the Company and the Joint Bookrunners) and
that dealings in the Placing Shares will commence at that time.
Bookbuild
The Joint Bookrunners will commence with immediate effect a
bookbuilding process in relation to the Placing (the "Bookbuild")
to establish demand for participation in the Placing by Placees at
a fixed price of 69.35 Euro cents (61.00 GBP pence) per new
ordinary share (the "Issue Price"). This Appendix gives details of
the terms and conditions of, and the mechanics of participation in,
the Placing. No commissions will be paid to Placees or by Placees
in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion, determine.
Participation in, and principal terms of, the Placing
1. Deutsche Numis and ABN AMRO are acting severally, and not
jointly, or jointly and severally, as joint bookrunners and agents
of the Company in connection with the Placing.
2. Participation in the Placing will only be available to
Relevant Persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and any of their
affiliates may, acting as investors for their own account,
subscribe for Placing Shares in the Placing.
3. The Placing shall be conducted by way of a bookbuild to
establish the number of Placing Shares to be allocated to Placees
at the Issue Price, which will comprise their allocation of Placing
Shares.
4. The Bookbuild will commence on the release of this
Announcement and will close at a time to be determined by the Joint
Bookrunners in their absolute discretion (after consultation with
the Company), expected to be no later than 4.00 p.m. (London time)
on 21 November 2023. The Joint Bookrunners may, in agreement with
the Company, accept bids that are received after the Bookbuild has
closed.
5. The number of Placing Shares to be issued will be agreed
between the Joint Bookrunners and the Company following completion
of the Bookbuild. The number of Placing Shares to be issued will be
announced by the Company via a Regulatory Information Service
("RIS") following the completion of the Bookbuild (the "Placing
Results").
6. To bid in the Bookbuild, Placees should communicate their bid
by telephone and/or in writing to their usual sales contact at ABN
AMRO if they are resident in the Netherlands or at Deutsche Numis
if they are resident in the United Kingdom or elsewhere within the
EEA. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Issue Price. Bids
may also be scaled down by the Joint Bookrunners on the basis
referred to in paragraph 11 below.
7. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement and will be legally binding
on the Placee on behalf of which it is made and, except with the
consent of the Joint Bookrunners, will not be capable of variation
or revocation after the time at which it is submitted.
8. Each prospective Placee's allocation will be agreed between
the Joint Bookrunners and the Company and will be confirmed orally
or in writing by one of the Joint Bookrunners (each as agent for
the Company) following the close of the Bookbuild and a trade
confirmation or contract note will be despatched thereafter. This
oral or written confirmation from a Joint Bookrunner to a Placee
will constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) in favour of
Deutsche Numis, ABN AMRO and the Company to subscribe for the
number of Placing Shares allocated to it at the Issue Price on the
terms and conditions set out in this Appendix and in accordance
with the Company's articles of association. The terms and
conditions of this Announcement will be deemed to be incorporated
in that trade confirmation, contract note or such other (oral or
written) confirmation and will be legally binding on the Placee on
behalf of which it is made. All obligations under the Bookbuild and
Placing will be subject to fulfilment of the conditions referred to
below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Termination
of the Placing Agreement". By participating in the Bookbuild, each
Placee will agree that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the
Placee.
9. Each Placee will have an immediate, separate, irrevocable and
binding obligation owed to the Joint Bookrunners, as agents for the
Company, to pay in cleared funds at the relevant time in accordance
with the requirements set out below under "Registration and
Settlement", an amount equal to the product of the Issue Price and
the number of Placing Shares such Placee has agreed to subscribe
for and the Company has agreed to allot
10. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined in
consultation with the Company and may scale down any bids for this
purpose on such basis as they may in their absolute discretion
determine. The Joint Bookrunners may also, notwithstanding
paragraphs 6 and 9 above, (i) allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time; and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The Company
reserves the right (with the agreement of the Joint Bookrunners) to
reduce or seek to increase the amount to be raised pursuant to the
Placing, in agreement with the Joint Bookrunners. As noted above,
the Company will release an announcement following the close of the
Bookbuild, detailing the aggregate number of Placing Shares to be
issued.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. Completion of the Placing will be subject to the fulfilment
of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement". In
the event that the Placing Agreement does not become unconditional
in any respect or is terminated, the Placing will not proceed.
13. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee, and is not subject to
any further conditions or requirements other than those set out in
this Announcement or the Placing Agreement.
14. To the fullest extent permissible by law, neither Deutsche
Numis or ABN AMRO nor any of their affiliates, agents, directors,
officers, consultants or employees shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise) in connection with the Placing or the
Bookbuild. In particular, neither of the Joint Bookrunners nor any
of their respective affiliates, agents, directors, officers,
consultants or employees shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of the relevant Joint Bookrunner's conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.
Conditions of the Placing
The Placing is conditional upon, among other things, the Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms.
The obligations of the Joint Bookrunners under the Placing
Agreement in respect of the Placing Shares are conditional on,
among other things:
(a) the Convertible Loan Note Subscription Agreements having
been duly executed and delivered by the parties thereto, having
been performed to the extent required prior to Admission in
accordance with their terms and remaining in full force and effect
and not being terminated;
(b) the Committed Undertakings being entered into and remaining
in full force and effect and not being terminated or withdrawn;
(c) the Amendment and Restatement Deed having been duly executed
and delivered by the parties thereto and remaining in full force
and effect and not being terminated (in whole or in part) or
withdrawn;
(d) the Joint Bookrunners and the Company entering into the Terms of Sale;
(e) the Company allotting the Placing Shares, prior to and
conditional only on Admission in accordance with the Placing
Agreement;
(f) the Placing Agreement not having been terminated in
accordance with its terms prior to Admission; and
(g) Admission in respect of the Placing Shares taking place by
not later than 8.00 a.m. (London time) and 9.00 a.m. (Central
European time) on 23 November 2023 (or such later time and/or date
as may be agreed between the Joint Bookrunners and the
Company).
The Joint Bookrunners may, in their absolute discretion and on
such terms as each Joint Bookrunner thinks appropriate, waive the
satisfaction, in whole or in part, of certain conditions in the
Placing Agreement by giving notice in writing to the Company. The
condition set out at paragraph (d) and (g) above may only be
extended by the mutual agreement of the Company and the Joint
Bookrunners. Any such waiver by the Joint Bookrunners will not
affect Placees' commitments as set out in this Announcement.
If: (i) any of the conditions contained in the Placing Agreement
are not fulfilled or, where permitted, waived by the Joint
Bookrunners by the time or date specified (or such later time
and/or date as the Company and the Joint Bookrunners may agree); or
(ii) any of such conditions become incapable of being fulfilled; or
(iii) the Placing Agreement is terminated in the circumstances
specified below under "Termination of the Placing Agreement", the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
Neither the Company, Deutsche Numis, ABN AMRO, nor any of their
respective affiliates, agents, directors, officers, consultants or
employees, shall have any liability, whether in contract, tort or
otherwise, to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Bookbuild and the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners and the Company. Placees will have no rights
against Deutsche Numis, ABN AMRO, the Company or any of their
respective members, directors or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999 (as amended) or otherwise.
Lock-up
As part of the Placing, the Company has undertaken, subject to
certain customary agreed exceptions, that it will not, among other
things, issue, offer, sell, contract to sell or issue or grant any
rights in respect of any Ordinary Shares in the period from the
date of this Announcement until 180 days after Admission without
the prior written consent of the Joint Bookrunners (such consent
not to be unreasonably withheld or delayed).
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to grant consent to waive the
undertaking by the Company in respect of a transaction which would
otherwise be subject to the lock-up under the Placing Agreement
shall be within the absolute discretion of the Joint Bookrunners
and that they need not make any reference to, or consult with,
Placees and that the Joint Bookrunners shall have no liability to
Placees whatsoever in connection with any such exercise of their
power to grant such consent.
Termination of the Placing Agreement
The Joint Bookrunners are entitled, at any time prior to
Admission, to terminate the Placing Agreement in accordance with
its terms by giving notice in writing to the Company in certain
circumstances, including in the event of, inter alia: (i) the
warranties of the Company contained in the Placing Agreement being
or becoming untrue, inaccurate or misleading to the extent either
Joint Bookrunner considers (acting in good faith) to be material in
the context of the Group taken as a whole or the Placing and/or the
proposed Subscription and/or the CLN Issuance; (ii) any statement
contained in certain documents issued, or entered into, by the
Company in connection with the Placing being untrue, inaccurate or
misleading in any material respect (or any matter having arisen
which would constitute a material omission from such documents), in
each case which either Joint Bookrunner considers in its sole
judgement (acting in good faith) to be material in the context of
the Group as a whole or the Placing and/or the Subscription and/or
the CLN Issuance; (iii) either application for Admission being
withdrawn by the Company and/or refused by the London Stock
Exchange or Euronext Amsterdam (as applicable); (iv) the
occurrence, in the good faith opinion of either Joint Bookrunner,
of certain material adverse changes, or any development reasonably
likely to involve a material adverse change, in or affecting the
financial, trading or operational condition or prospects of the
Company, whether or not arising in the course of business; (v) the
termination of any of the Convertible Loan Note Subscription
Agreements or breach by any party of its obligations there under
which would be material in the context of the Group (taken as a
whole) or the Placing;(vi) the occurrence of certain force majeure
events which either Joint Bookrunner (acting in good faith)
considers to materially and adversely affect the financial or
trading position or the business or prospects of the Group (taken
as a whole), or which renders the Placing and/or the Subscription
and/or the CLN Issuance and/or Admission and/or post-Admission
dealings in the Placing Shares impracticable or inadvisable in any
material respect; or (vii) the termination of the Amendment and
Restatement Deed or beach by any party of its obligations under the
Amendment and Restatement Deed which would be material in the
context of the Group (taken as a whole) or the Placing; or (viii)
the cancellation or suspension by the London Stock Exchange or
Euronext Amsterdam of trading in the Company's securities which
either Joint Bookrunner (acting in good faith) believes would make
it inadvisable or impracticable to proceed with the Placing and/or
the Subscription and/or the CLN Issuance and considers to be
material in the context of the Group taken as a whole or the
Placing and/or the Subscription and/or the CLN Issuance.
Upon such termination, the Company and the Joint Bookrunners
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement and the
Placing will not proceed.
By participating in the Placing, Placees agree that the exercise
or non-exercise by any Joint Bookrunner of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of each of the Joint Bookrunners and that
neither of the Joint Bookrunners need make any reference to the
Placees prior to such exercise and that neither of the Joint
Bookrunners nor their respective affiliates or their or their
respective affiliates' agents, members, directors, officers or
employees, respectively, shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No prospectus
No offering document or prospectus has been or will be submitted
to be approved by the UK Financial Conduct Authority (the "FCA"),
Dutch Authority for the Financial Markets (Stichting Autoriteit
Financiële Markten) or any other regulator in relation to the
Bookbuild or the Placing and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement (including this Appendix) which has been released by
the Company today and any information publicly announced to a RIS
by or on behalf of the Company prior to or on the date of this
Announcement and subject to the further terms set forth in the
contract note or trade confirmation to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Bookbuild and
the Placing, agrees that the content of this Announcement
(including this Appendix) is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
other information, representation, warranty, or statement made by
or on behalf of the Company, or the Joint Bookrunners other than
publicly available information and neither of the Joint Bookrunners
or the Company nor any person acting on their behalf nor any of
their respective affiliates has or shall have any liability for any
Placee's decision to participate in the Bookbuild and the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude or limit the liability of any person
for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the systems administered by
Euroclear UK & Ireland Limited ("CREST") and by Nederlands
Centraal Instituut voor Giraal Effectenverkeer B.V. ("Euroclear
Nederland"). Settlement will be on a delivery versus payment basis.
Subject to certain exceptions, the Joint Bookrunners and the
Company reserve the right to require settlement and delivery of the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary or in certificated form if delivery
or settlement is not possible or practicable within the CREST
system or Euroclear Nederland or would not be consistent with the
regulatory requirements in the relevant Placee's jurisdiction
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or trade
confirmation stating the number of Placing Shares to be allocated
to it at the Issue Price, the aggregate amount owed by such Placee
to Deutsche Numis or ABN AMRO as appropriate and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions or the Euroclear Nederland settlement
instructions, as appropriate, that it has in place with the
relevant Joint Bookrunner.
The Company will deliver (i) the Placing Shares taken up by
Placees resident outside of the Netherlands to a CREST account
operated by Deutsche Numis who will transfer those Placing Shares
allocated to Placees by ABN AMRO, as the case may be, to a CREST
account operated by the relevant Joint Bookrunner, as appropriate,
as the Company's agent and the relevant Joint Bookrunner will enter
its delivery (DEL) instruction into the CREST system and (ii) the
Placing Shares taken up by Placees resident in the Netherlands to a
Euroclear Nederland securities account operated by Deutsche Numis
or ABN AMRO, as appropriate, as the Company's agent and the
relevant Joint Bookrunner will enter its delivery instructions into
the Euroclear Nederland system. The input to CREST or Euroclear
Nederland (as applicable) by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement through CREST and through
Euroclear Nederland will be from 8:00 a.m. (London time) and 9.00
a.m. (Central European time) on 23 November 2023 on a delivery
versus payment basis in accordance with the instructions set out in
the trade confirmation unless otherwise notified by Deutsche
Numisor ABN AMRO. Interest is chargeable daily on payments not
received from Placees on the due date in accordance with the
arrangements set out above, in respect of either CREST or
certificated deliveries.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Deutsche Numis or ABN AMRO may sell any or all
of the Placing Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for its own account and
benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee for the Placing Shares sold
plus any interest due. The relevant Placee will, however, remain
liable for and shall indemnify the relevant Joint Bookrunner on
demand for any shortfall below the aggregate amount owed by it for
the Placing Shares and for any stamp duty or stamp duty reserve tax
and any other similar or equivalent duties or taxes (together with
any interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf. Each Placee confers on the
Joint Bookrunners all such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all
actions which any of the Joint Bookrunners lawfully undertakes in
pursuance of such sale. Legal and/or beneficial title in and to any
Placing Shares shall not pass to the relevant Placee until it has
fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax (or any equivalent taxes in the Netherlands in
respect of Placees resident in the Netherlands). Placees shall not
be entitled to receive any fee or commission in connection with the
Bookbuild or the Placing. If there are any circumstances in which
any other stamp duty or stamp duty reserve tax (together with
interest and penalties) is payable in respect of the issue of the
Placing Shares, neither of the Joint Bookrunners nor the Company
shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
undertakes, acknowledges, confirms and agrees with the Company and
each of the Joint Bookrunners, in each case as a fundamental term
of its participation, that:
1. its commitment is made solely on the basis of publicly
available information and subject to this Appendix and not on the
basis of any other information given, or any representation or
statement made at any time, by any person concerning the Company,
the Placing Shares or the Placing. It agrees that neither the
Company nor the Joint Bookrunners, or any of their respective
officers, agents, employees or affiliates will have any liability
for any other information or representation. It irrevocably and
unconditionally waives any rights it may have in respect of any
other information or representation;
2. it has carefully read and understands this Announcement,
including this Appendix, in its entirety and acknowledges that its
subscription of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained in this
Announcement and not in reliance on any information,
representation, warranties or statements other than those contained
in the Announcement. It further agrees that these terms and
conditions represent the whole and only agreement between each
Placee, the Company and the Joint Bookrunners in relation to each
Placee's participation in the Placing and supersede any previous
agreement between any of such parties in relation to such
participation. Accordingly, all other terms, conditions,
representations, warranties and other statements which would
otherwise be implied (by law or otherwise) shall not form part of
these terms and conditions. It agrees that neither of the Company
or the Joint Bookrunners, nor any of their respective officers or
directors, will have any liability for any such other information
or representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
3. it has not relied on any information, representations,
warranties or statements other than those contained in this
Announcement, and undertakes not to redistribute or duplicate this
Announcement;
4. it has not relied on any of the Joint Bookrunners or any
person affiliated with any of them in connection with any
investigation of the accuracy of any information contained in this
Announcement;
5. it acknowledges that no offering document or prospectus has
been or will be prepared in connection with the Placing and it has
not received and will not receive a prospectus or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
6. it acknowledges that neither of the Joint Bookrunners, the
Company nor any of their respective affiliates, agents, directors,
officers, consultants or employees nor any person acting on behalf
of any of them has provided, and none of them will provide, it with
any material or information regarding the Placing Shares or the
Company or any other person other than this Announcement, including
this Appendix, nor has it requested any of the Joint Bookrunners,
the Company, nor any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such
material or information;
7. unless otherwise specifically agreed with the Joint
Bookrunners, it is not, and at the time the Placing Shares are
acquired, neither it nor the beneficial owner of the Placing Shares
will be a resident of the United States, Canada, Australia, South
Africa, Japan, Switzerland, New Zealand, or a citizen, resident or
national of any other state or jurisdiction in which it is unlawful
to make or accept an offer to acquire the Placing Shares (each a
"Restricted Territory") and further acknowledges that the Placing
Shares have not been and will not be registered under the
securities legislation of the United States or any other Restricted
Territory and, subject to certain exceptions, may not be offered,
sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions;
8. it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted this Announcement or any other
offering materials concerning the Placing or the Placing Shares to
any persons within a Restricted Territory or any other jurisdiction
in which it would be unlawful to do so, nor will it do any of the
foregoing;
9. it is not acting on a non-discretionary basis for the account
or benefit of any person located within the United States or any
other Restricted Territory at the time the undertaking to subscribe
for Placing Shares was given and it is not acquiring the Placing
Shares with a view to the offer, sale, resale, transfer, delivery
or distribution, directly or indirectly, of any Placing Shares into
the United States or any other Restricted Territory;
10. it acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and its Directors and
that neither the Joint Bookrunners nor any of their affiliates,
agents, directors, officers, consultants or employees nor any
person acting on their behalf are responsible for or shall have any
liability, in contract, tort or otherwise for any information,
representation or statement contained in this Announcement, any
misstatements in or omission from any publicly available
information relating to the Company, or any information previously
or subsequently published by or on behalf of the Company,
including, without limitation, any information required to be
published by the Company pursuant to applicable laws (the "Exchange
Information") and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or any information
published prior to or on the date of this Announcement by or on
behalf of the Company or otherwise. It further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which it has relied in committing itself to subscribe
for the Placing Shares is contained in this Announcement and any
information previously published by the Company by notification to
a RIS, such information being all that it deems necessary to make
an investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information given or
representations, warranties or statements made by the Joint
Bookrunners or the Company and neither the Joint Bookrunners nor
the Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. It further
acknowledges and agrees that it has conducted and relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing and has received
and reviewed all information that it believes is necessary or
appropriate in connection with its purchase of Placing Shares and
has made its own assessment and has satisfied itself concerning the
relevant tax, legal, regulatory, currency and other economic
considerations relevant to its investment in the Placing Shares.
Neither the Joint Bookrunners, the Company nor any of their
respective affiliates has made any representations to it, express
or implied, with respect to the Company, the Placing and the
Placing Shares or the accuracy, completeness or adequacy of the
Exchange Information, and each of them expressly disclaims any
liability in respect thereof. Nothing in this paragraph or
otherwise in this Announcement excludes the liability of any person
for fraudulent misrepresentation made by that person;
11. it acknowledges that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
12. it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account
for tax under the Stamp Duty Reserve Tax Regulations 1986 or
equivalent legislation or regulation;
13. it has complied with its obligations under the Criminal
Justice Act 1993 (the "CJA"), the Market Abuse Regulation (EU)
No.596/2014 ("EU MAR"), EU MAR as amended and transposed into the
laws of the United Kingdom pursuant to the European Union
(Withdrawal) Act 2018 and the European Union (Withdrawal Agreement)
Act 2020 ("UK MAR"), and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Anti-Terrorism
Crime and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and any applicable related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect of
the prevent of money laundering and the Money Laundering Sourcebook
of the FCA (the "Regulations") and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations, and its application is only made on
the basis that it accepts full responsibility for any requirement
to verify the identity of its clients and other persons in respect
of whom it has applied and recorded by it to verify the identity of
the third party as required by the applicable law;
14. it acknowledges that due to anti-money laundering
requirements and the countering of terrorist financing, the Joint
Bookrunners and the Company may require proof of identity and
verification of the source of the payment before the application
can be processed and that, in the event of delay or failure by the
applicant to produce any information required for verification
purposes, the Joint Bookrunners and the Company may refuse to
accept the application and the subscription monies relating
thereto. It holds harmless and will indemnify the Joint Bookrunners
and the Company against any liability, loss or cost ensuing due to
the failure to process such application, if such information as has
been requested has not been provided by it in a timely manner;
15. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; (ii) it exercises sole investment discretion as to each
such person's account; and (iii) it is and will remain liable to
the Joint Bookrunners and the Company for the performance of all
its obligations as a Placee in respect of the Placing (regardless
of the fact that it is acting for another person);
16. it is acting as principal only in respect of the Placing,
or, if it is acting for any other person: (i) it is duly authorised
to do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; (ii) it exercises sole investment discretion as to each
such person's account; (iii) it is and will remain liable to the
Joint Bookrunners and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person);
17. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
18. it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
19. if in a member state of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners and the Company in
writing, it is an EU Qualified Investor and, to the extent
applicable, any funds on behalf of which it is acquiring the
Placing Shares that are located in a member state of the EEA are
each such an EU Qualified Investor;
20. if it is a financial intermediary, as that term is used in
Article 2(d) of the EU Prospectus Regulation or UK Prospectus
Regulation, as applicable, any Placing Shares subscribed for by it
in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their
offer or resale to, persons in circumstances which may give rise to
an offer of securities to the public other than an offer or resale
to Qualified Investors in a member state of the EEA or in the UK,
as applicable, or in circumstances in which the prior consent of
the Joint Bookrunners has been given to the proposed offer or
resale;
21. it acknowledges that any offer of Placing Shares may only be
directed at persons in member states of the EEA and the United
Kingdom who are Qualified Investors and it represents, warrants and
undertakes that it has not offered or sold and will not offer or
sell any Placing Shares to any persons in a member state of the EEA
or the United Kingdom prior to Admission except to Qualified
Investors or otherwise in circumstances which will not result in an
offer to the public in any member state of the EEA or the United
Kingdom within the meaning of the EU Prospectus Regulation or the
UK Prospectus Regulation, as applicable;
22. neither this Announcement nor any other offering, marketing
or other material in connection with the Placing constitutes an
invitation, offer or promotion to, or arrangement with, it or any
person whom it is procuring to subscribe for Placing Shares
pursuant to the Placing unless, in the relevant territory, such
offer, invitation or other course of conduct could lawfully be made
to it or such person and such documents or materials could lawfully
be provided to it or such person and Placing Shares could lawfully
be distributed to and subscribed and held by it or such person
without compliance with any unfulfilled approval, registration or
other regulatory or legal requirements;
23. it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them acquiring, holding, managing
or disposing of investments (as principal or agent) for the
purposes of their business or otherwise in circumstances which have
not resulted in, and which will not result in, an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000 ("FSMA");
24. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to Admission except to
persons whose ordinary activities involve them acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted in, and which will not result in. an offer to the
public in any member state of the EEA within the meaning of the EU
Prospectus Regulation and will not result in a requirement for the
publication of a prospectus pursuant to Article 3 of the EU
Prospectus Regulation;
25. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
26. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing in, from or otherwise involving, the United
Kingdom;
27. if it is a natural person, it is not under the age of
majority (18 years of age in the United Kingdom) on the date of its
agreement to subscribe for Placing Shares under the Placing and
will not be any such person on the date any such Placing (as
applicable) is accepted;
28. if it is within the United Kingdom, it is a person (i)
having professional experience in matters relating to investments
who falls within the definition of "investment professionals" in
Article 19(5) of the Order, (ii) who falls within Article 49(2)(a)
to (d) ("High Net Worth Companies, Unincorporated Associations,
etc.") of the Order, and in either case of (i) or (ii) who also
constitutes a UK Qualified Investor, or (iii) to whom this
Announcement may otherwise lawfully be communicated or, if it is
receiving the offer in circumstances under which the laws or
regulations of a jurisdiction other than the United Kingdom would
apply, that it is a person to whom the Placing Shares may be
lawfully offered under that other jurisdiction's laws and
regulations and is capable of being categorised as a person who is
a "professional client" or an "eligible counterparty" within the
meaning of chapter 3 of the FCA's Conduct of Business
Sourcebook;
29. it and any person acting on its behalf has capacity and
authority and is otherwise entitled to acquire the Placing Shares
under the laws of all relevant jurisdictions which apply to it and
that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and
complied with all necessary formalities and paid any issue,
transfer or other taxes due in connection with its application in
any territory for, and acceptance in any jurisdiction of, the
Placing Shares and that it has not taken any action or omitted to
take any action which will or may result in the Company, the Joint
Bookrunners or the Company's registrar (the "Registrar") or any of
their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements, directly
or indirectly, of any territory or jurisdiction in connection with
the Placing and that the subscription for and purchase of the
Placing Shares by it or any person acting on its behalf will be in
compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise;
30. it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions and has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
31. it and any person acting on its behalf will make payment for
the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein;
32. it accepts that the allocation of Placing Shares shall be
determined by the Joint Bookrunners (in consultation with the
Company) in their absolute discretion and that allocation (if any)
of Placing Shares will represent a maximum number of Placing Shares
which it will be entitled, and required, to subscribe for, and that
the Joint Bookrunners may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum;
33. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself; (ii) its nominee, as the
case may be; or (iii) a person for whom it is contracting as agent
or nominee. Neither of the Joint Bookrunners, the Company, any of
their respective affiliates or any person acting on behalf of any
of them will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar duties or taxes resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the
Joint Bookrunners and the Company in respect of the same (together
with any and all costs, losses, claims, liabilities, penalties,
interest, fines and expenses (including legal fees and expenses))
on an after-tax basis on the basis that the Placing Shares will be
allotted to the CREST stock account or the Euroclear Nederland
securities account of Deutsche Numis or ABN AMRO, as appropriate,
who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement
instructions;
34. it acknowledges that neither of the Joint Bookrunners, nor
any of their respective affiliates, nor any person acting on its or
their behalf, is making any recommendations to it or, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing or providing advice in relation to the
Placing and that participation in the Placing is on the basis that
it is not and will not be a client of any Joint Bookrunner and
neither of the Joint Bookrunners has any duties or responsibilities
to it for providing the protections afforded to their clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
35. in making any decision to subscribe for the Placing Shares,
it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing
Shares. It further confirms that it is experienced in investing in
securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing. It further confirms that it relied on
its own examination and due diligence of the Company and its
associates taken as a whole, and the terms of the Placing,
including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of the Joint
Bookrunners. It further confirms that it has had sufficient time to
consider and conduct its own investigation with respect to the
offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment and it will
not look to the Company, any of the Joint Bookrunners, any of their
respective affiliates or any person acting on their behalf for all
or part of any such loss or losses it or they may suffer;
36. it acknowledges that it may not rely on any investigation
that any of the Joint Bookrunners or any person acting on its
behalf may or may not have conducted with respect to the Company
and its affiliates or the Placing and the Joint Bookrunners have
not made any representation or warranty to it, express or implied,
with respect to the merits of the Placing, the subscription for or
purchase of the Placing Shares, or as to the condition, financial
or otherwise, of the Company and its affiliates, or as to any other
matter relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for the Placing Shares. It
acknowledges, understands and agrees that no information has been
prepared or verified by, or is the responsibility of, the Joint
Bookrunners for the purposes of this Placing;
37. it acknowledges that, in connection with the Placing, the
Joint Bookrunners and any of their affiliates acting as an investor
for its own account may take up Placing Shares in the Company and
in that capacity may retain, purchase or sell for its own account
such Placing Shares in the Company and any securities of the
Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the Placing.
38. it acknowledges that the Joint Bookrunners, the Company and
their respective affiliates and others will rely upon the truth and
accuracy of the representations, warranties and acknowledgements
set forth herein and which are given to the Joint Bookrunners on
their own behalf and to the Company on its own behalf and are
irrevocable and it agrees that if any of the representations or
warranties made or deemed to have been made by its subscription of
the Placing Shares are no longer accurate, it shall promptly notify
the Joint Bookrunners and the Company. It irrevocably authorises
the Joint Bookrunners and the Company to produce this Announcement,
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth herein;
39. the exercise or non-exercise by the Joint Bookrunners of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint
Bookrunners and the Joint Bookrunners need not make any reference
to Placees and it accepts that if the Placing does not proceed or
the relevant conditions to the Placing Agreement are not satisfied
for any reason whatsoever, then neither the Company nor the Joint
Bookrunners, nor any persons controlling, controlled by or under
common control with any of them nor any of their respective
employees, agents, officers, members, stockholders, partners or
representatives, shall have any liability to whatsoever to it or
any other person;
40. it will indemnify on an after-tax basis and hold the Joint
Bookrunners, the Company and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
41. its commitment to subscribe for Placing Shares on the terms
set out in this Appendix and in the contract note or trade
confirmation will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Placing;
42. it acknowledges that where it is subscribing for the Placing
Shares as a fiduciary or agent for one or more discretionary,
advisory or investor accounts, that it is authorised in writing for
each such account: (i) to subscribe for the Placing Shares; (ii) to
make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on such account's
behalf; and (iii) to receive on behalf of each such account any
documentation relating to the Placing (as applicable) in the form
provided by the Company and/or the Joint Bookrunners. It agrees
that the provisions of this paragraph shall survive any resale of
the Placing Shares by or on behalf of any such account;
43. it acknowledges and agrees that information provided by it
to the Company or the Registrar may be stored on the Registrar's
computer system and in hard copy. It acknowledges and agrees that
for the purposes of applicable data protection legislation and
regulations ("Data Protection Law"), the Registrar is required to
specify the purposes for which it may hold personal data. The
Registrar will only use such information for the purposes set out
below (collectively, the "Purposes"), being to:
a) process a Placee's personal data (including sensitive
personal data) as required by or in connection with its holding of
Placing Shares, including processing personal data in connection
with credit and money laundering checks on it;
b) communicate with a relevant Placee as necessary in connection
with its affairs and generally in connection with its holding of
Placing Shares;
c) provide personal data to such third parties as the Registrar
may consider necessary in connection with its affairs and generally
in connection with a relevant Placee's holding of Placing Shares or
as the Data Protection Law may require, including to third parties
outside the United Kingdom or the EEA; and
d) without limitation, provide such personal data to the
Company, the Joint Bookrunners and their respective associates for
processing, notwithstanding that any such party may be outside the
United Kingdom or the EEA;
44. in providing the Company and the Registrar with information,
it hereby represents and warrants to the Company and the Registrar
that it has obtained the consent of any data subjects to the
Company and the Registrar and its associates holding and using
their personal data for the Purposes (including the explicit
consent of the data subjects for the processing of any sensitive
personal data for the purpose set out in paragraph 43(a)
above);
45. time is of the essence as regards its obligations under this
Appendix, including to settle payment for the Placing Shares;
46. it acknowledges that any document that is to be sent to it
in connection with the Placing will be sent at its own risk and may
be sent to it at any address provided by it to the Joint
Bookrunners; and
47. it, and any account for which it is acting, is located
outside the United States and acquiring the Placing Shares in an
"offshore transaction", as defined in Regulation S, conducted in
accordance with Regulation S and that the Placing Shares were not
offered to it by means of "directed selling efforts", as defined in
Regulation S
The foregoing representations, warranties and confirmations are
given for the benefit of the Company and the Joint Bookrunners and
are irrevocable. Each Placee and any person acting on behalf of the
Placee acknowledges that neither the Company nor any of the Joint
Bookrunners owes any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Miscellaneous
The rights and remedies of the Joint Bookrunners, the Registrar
and the Company under these terms and conditions are in addition to
any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not
prevent the exercise of others.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Joint Bookrunner or any of its
affiliates may, at its absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that it has neither received nor relied on
any 'inside information' (for the purposes of EU MAR, UK MAR and
section 56 of the CJA) concerning the Company in accepting this
invitation to participate in the Placing.
All references to time in this Announcement are to London time
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment by the Joint Bookrunners (in their
absolute discretion). The Joint Bookrunners shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, the Joint Bookrunners or their
respective affiliates, agents, directors, officers and employees
pursuant to this Announcement where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for
the availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount)) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
The price of an Ordinary Share and any income expected from them
may go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance and persons needing advice should
consult an independent financial adviser.
In the case of a joint agreement to subscribe for Placing Shares
under the Placing, references to a Placee in these terms and
conditions are to each of the Placees who are a party to that joint
agreement and their liability is joint and several.
Each Placee agrees that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions, and any non-contractual obligations arising out of or
in connection with such agreements, shall be governed by and
construed in accordance with the laws of England and Wales. For the
exclusive benefit of the Joint Bookrunners, the Company and the
Registrar, each Placee irrevocably submits (on behalf of itself and
on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract and waives any
objection to proceedings in any such court on the ground of venue
or on the ground that proceedings have been brought in an
inconvenient forum. Enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Joint
Bookrunners or the Company in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange.
The Joint Bookrunners and the Company expressly reserve the
right to modify the Placing (including, without limitation, its
timetable and settlement) at any time before allocations are
determined. The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Bookrunners or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEFIFSRLDLLFIV
(END) Dow Jones Newswires
November 21, 2023 02:00 ET (07:00 GMT)
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