TIDMAXS
RNS Number : 6887A
Accsys Technologies PLC
04 February 2011
Regulatory Announcement
Company Accsys Technologies PLC
TIDM AXS
Headline PROPOSED FUNDRAISING AND
INTERIM MANAGEMENT STATEMENT
Released 4 February 2011
Number
This announcement is not for distribution, directly or
indirectly, in or into the United States, Australia, Canada, Japan
or South Africa.
AIM: AXS
NYSE Euronext Amsterdam: AXS
4th February 2011
ACCSYS TECHNOLOGIES PLC ("Accsys" or "the Company")
PROPOSED FUNDRAISING
AND INTERIM MANAGEMENT STATEMENT
Proposed Firm Placing and Placing and Open Offer
-- Accsys Technologies today announces a fundraising to raise
gross proceeds of EUR30 million by way of a Firm Placing and
Placing and Open Offer, which has been underwritten by Numis who
are also acting as Joint Broker to the Company alongside
Matrix.
-- The Firm Placing and Placing and Open Offer will comprise a
total of 200,000,000 New Ordinary Shares at a price of EUR0.15 per
New Ordinary Share, representing a 58.9 per cent. discount to the
Closing Price of EUR0.365 per Existing Ordinary Share on 3 February
2011.
-- 99,698,736 New Ordinary Shares will be issued through the
Firm Placing and 100,301,264 New Ordinary Shares will be issued
through the Placing and Open Offer.
-- The Prospectus is expected to be published later today and,
when published, copies can be obtained by contacting Accsys on +44
(0)208 150 8835 or by email at info@accsysplc.com and also from the
registered office of Accsys at Kensington Centre, 66 Hammersmith
Road, London W14 8UD and the offices of ABN AMRO Bank N.V. at
Gustav Mahlerlaan 10, 1000 EA Amsterdam, The Netherlands. The
Prospectus will also be available on the Company's corporate
website (www.accsysplc.com/investor_governance.asp) and through the
website of Euronext Amsterdam (Dutch residents only) at no
cost.
-- The Group's growth strategy is to continue to pursue
licensing opportunities but also to focus on increasing the
Company's own Accoya(R) sale and production capability in order to
realise the potential benefits resulting from the expected increase
in the demand for Accoya(R).
-- Net proceeds of the Firm Placing and Placing and Open Offer
will be used to meet the short-term working capital requirements
and on-going operating costs of the Group and to meet the costs of
construction relating to the expansion of the Arnhem plant.
-- As this additional capacity is utilised, it is expected that
the Group will move to a position of sustained profitability
without any contribution from licence income being required.
Interim Management Statement
-- In the three month period to 31 December 2010, Accsys has
continued to see increasing demand for Accoya(R) while building on
the process improvements achieved over the course of the previous
year.
-- During the period, underlying demand for Accoya(R) wood has
continued with Accoya(R) wood revenues (excluding sales to Diamond
Wood) increasing by 67% from EUR1.4m to EUR2.4m compared to the
same quarter in the previous year.
-- Continued expansion of distribution network and new licensing
opportunities:
o Three new distribution agreements signed, including the first
in Chile Australia, Belgium and Luxembourg;
o Option agreement signed with a major multinational corporation
for a licence to build an Accoya(R) production plant in Europe
together with the rights to sell Accoya(R) in a number of European
countries.
-- Further progress has also been made in the period with our
Tricoya(R) joint development partner, Medite Europe Limited. We are
confident that the joint development work will result in a decision
to move forward with Tricoya(R).
-- Continued focus on operational disciplines with a further 13%
reduction in other operating costs in the quarter compared to the
same quarter in the previous year.
Paul Clegg, CEO of Accsys, commented:
"The Firm Placing and Placing and Open Offer that is being
launched today will provide us with the necessary funds for short
term working capital requirements and ongoing operating costs. It
will also allow us to expand our Arnhem production facility to keep
pace with growing demand for Accoya(R) from around the world and an
expectation of orders at significantly larger volumes than seen in
the past. This growing demand is reflected by the recent signing of
three new distribution agreements, including the first in each of
Chile, Australia, Belgium and Luxembourg making a total of 24
distribution, supply or agency agreements.
Whilst the Group's growth strategy is to focus on increasing
revenues from Accoya(R) we continue to pursue licensing
opportunities which the Board believes will provide long-term
profitability. The continued efforts of our business development
team in furthering licensing agreements, including the signing of
an option agreement, demonstrates Accsys' progression towards this
long term goal. The money raised by the Firm Placing and Placing
and Open Offer launched today will leave us well placed to meet our
goals and to secure the future success of the Company."
For further information, please contact:
Accsys Technologies Paul Clegg, CEO via Citigate Dewe
PLC Hans Pauli, CFO Rogerson
Stephen Mischler
Matrix Corporate Capital Nick Stone
LLP Edmund Glover +44 20 3206 7000
Numis Securities Limited Christopher Wilkinson +44 20 7260 1347
Simon Blank +44 20 7260 1409
Citigate Dewe Rogerson Ginny Pulbrook +44 20 7282 2945
Malcolm Robertson +44 20 7282 2867
Suzanne Bakker +31 20 575 4023
Notes to Editors:
Accsys Technologies PLC (www.accsysplc.com) is an environmental
science and technology company whose primary focus is on the
production of Accoya(R) wood and technology licensing via its 100%
owned subsidiary, Titan Wood Limited, which has manufacturing
operations in Arnhem, the Netherlands, a European office in London
and an Americas office in Dallas, Texas. Accsys Technologies'
operations comprise three principal business units: (i) the
Accoya(R) wood production facility located in Arnhem, The
Netherlands; (ii) technology development, focused on a programme of
continuous improvements to the process engineering and operating
protocols for the acetylation of wood which are currently under
development and the development of technology for the acetylation
of wood fibre; and (iii) the licensing of technology for the
production of Accoya(R) wood and Tricoya(R) wood elements across
the globe.
Accoya(R) Wood (www.accoya.info) is produced by using a
proprietary, non-toxic process that effectively converts
sustainably grown softwoods and non-durable hardwoods into what is
best described as a "high technology wood" via acetylation.
Distinguished by its durability, dimensional stability and, perhaps
most importantly of all, its reliability (in terms of consistency
of both supply and quality), Accoya(R) wood is particularly suited
to exterior applications where performance and appearance are
valued. Unlike most woods, its colour does not degrade when exposed
to sunlight. Moreover, the Accoya(R) wood production process does
not compromise the wood's strength or machinability. The
combination of UV resistance, dimensional stability, increased
coatings life, durability and retained strength means that
Accoya(R) wood offers a wealth of new opportunities to architects,
designers and specifiers. Leading applications include external
doors and windows, shutters/shading, siding and cladding, decking,
outdoor furniture/equipment and glulam beams for structural
use.
Tricoya(R) Wood Elements (www.tricoya.com) is Accsys
Technologies' proprietary technology for the acetylation of wood
fibres, chips, and particles for use in the fabrication of wood
based composites, including panel products. These composites
demonstrate enhanced durability and dimensional stability which
allow them to be used in a variety of applications which were once
limited to solid wood or man-made products. Tricoya(R) Wood
Elements is lauded as the first major innovation in the wood
composites industry in more than 30 years.
Wood Acetylation is a process, which increases the amount of
'acetyl' molecules in wood, thereby changing its physical
properties. The environmentally responsible process protects wood
from rot by making it "inedible" to most micro-organisms and
insects, without - unlike conventional treatments - making it
toxic. It also greatly reduces the wood's tendency to swell and
shrink, making it less prone to cracking and ensuring that, when
painted, it requires dramatically reduced maintenance. Acetylated
wood's increased durability offers major carbon sequestration
advantages, compared to other woods and man-made building materials
such as steel, vinyl, and plastic.
Wood Composites include a range of derivative wood products
which are manufactured by binding together the strands, particles,
fibres, or veneers of wood together with adhesives to form
composite materials. These products are engineered to precise
design specifications which are tested to meet national or
international standards.
Accsys Technologies is the trading name of Titan Wood Limited.
ACCOYA(R) TRICOYA(R) and the Trimarque Device are registered
trademarks owned by Titan Wood Limited and may not be used or
reproduced without written permission.
Matrix, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Accsys and no one else in connection with the Firm Placing and
Placing and Open Offer and will not regard any other person
(whether or not a recipient of the Prospectus) as its client in
relation to the Firm Placing and Placing and Open Offer and will
not be responsible to anyone other than Accsys for providing the
protections afforded to its clients or for providing advice in
connection with the Firm Placing and Placing and Open Offer or any
other matter referred to herein.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Accsys and no one else in connection with the Firm Placing and
Placing and Open Offer and will not regard any other person
(whether or not a recipient of the Prospectus) as its client in
relation to the Firm Placing and Placing and Open Offer and will
not be responsible to anyone other than Accsys for providing the
protections afforded to its clients or for providing advice in
connection with the Firm Placing and Placing and Open Offer or any
other matter referred to herein.
IMPORTANT NOTICE:
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any New Ordinary Shares, nor shall it
(or any part of it), or the fact of its distribution, form the
basis of, or be relied on in connection with or act as any
inducement to enter into, any contract or commitment whatsoever
with respect to the proposed Firm Placing and Placing and Open
Offer or otherwise. This announcement is not a prospectus and
investors should not subscribe for or purchase any New Ordinary
Shares referred to in this announcement. Any offer to acquire New
Ordinary Shares referred to in this announcement will be made, and
any investor should make his investment, solely on the basis of
information in the Prospectus expected to be published and made
generally available in the United Kingdom and The Netherlands
today. When made generally available, copies of the prospectus may
be obtained at no cost through the Company's corporate website
(www.accsysplc.com/investor_governance.asp) and through the website
of Euronext Amsterdam N.V. (Dutch residents only).
The distribution of this announcement and/or the transfer of the
New Ordinary Shares in or into jurisdictions other than the United
Kingdom and the Netherlands may be restricted by law and therefore
persons into whose possession this announcement comes should inform
themselves about and observe such restrictions. Any failure to
comply with such restrictions may constitute a violation of the
securities laws of any such jurisdiction. In particular, this
announcement should not be distributed, forwarded to, or
transmitted in or into the United States, Australia, Canada, Japan
or the Republic of South Africa.
The New Ordinary Shares referred to in this announcement will
not be offered in or into any jurisdiction unless such an offer can
be made without contravention of any unfulfilled registration or
other legal or regulatory requirements. The New Ordinary Shares
have not been and will not be registered under the US Securities
Act or with any securities regulatory authority of any state or
other jurisdiction in the United States and may not be offered or
sold in the United States absent registration or an exemption from
registration. The New Ordinary Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority, nor have the
foregoing authorities passed upon or endorsed the merits of the
Firm Placing and Placing and Open Offer or the accuracy or adequacy
of the information contained in this announcement or any other
document. Any representation to the contrary is unlawful and is a
criminal offence in the United States.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS:
This announcement includes certain "forward-looking statements"
with respect to the business, strategy and plans of the Company and
its current goals and expectations relating to its future financial
condition and performance. Statements that are not historical
facts, including statements about the Company's or the Directors'
and/or management's beliefs and expectations are 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. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
events and depend upon circumstances that will occur in the future.
A number of important factors could cause actual results or
outcomes to differ materially from those expressed in any
forward-looking statements. These factors include but are not
limited to, those discussed in the Prospectus. Neither Accsys nor
any member of the Accsys Group undertake any obligation publicly 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 laws, the Dutch
Financial Supervision Act (wet op het financieel toezicht), the
Prospectus Rules, the Disclosure and Transparency Rules and other
applicable regulations.
Appendix I contains an expected timetable of principal
events.
Appendix II contains the definitions of certain terms used in
this announcement.
This summary should be read in conjunction with the full text of
the following announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN
OR SOUTH AFRICA.
INTRODUCTION
Accsys today announces a share issue to raise gross proceeds of
EUR30 million (approximately EUR28 million net of expenses) by way
of a Firm Placing and Placing and Open Offer. Under the Firm
Placing and Placing and Open Offer the Board is proposing to issue
a total of 200,000,000 New Ordinary Shares at a price of EUR0.15
per New Ordinary Share, representing a 58.9 per cent. discount to
the Closing Price of EUR0.365 per Existing Ordinary Share on 3
February 2011 (being the last Business Day prior to the date of the
announcement of the Firm Placing and Placing and Open Offer). It is
intended that 99,698,736 New Ordinary Shares will be issued through
the Firm Placing and 100,301,264 New Ordinary Shares will be issued
through the Placing and Open Offer.
The net proceeds of the Firm Placing and Placing and Open Offer
will be used to meet the short-term working capital requirements
and on-going operating costs of the Group and to meet the costs of
construction relating to the expansion of the Arnhem plant.
BACKGROUND TO AND REASONS FOR THE FIRM PLACING AND PLACING AND
OPEN OFFER
The Board believes that Accsys's long-term profitability will be
determined by its ability to license the Group's technology.
However, the timing of income generated from both existing and new
licensees remains uncertain and demand for Accoya(R) continues to
rise. Accordingly, the Board's strategy is to continue to pursue
licensing opportunities but also to focus on increasing the
Company's own Accoya(R) sale and production capability in order to
realise the potential benefits resulting from the expected increase
in the demand for Accoya(R). Therefore, the Company is planning to
expand its Arnhem plant and the Group requires further capital to
fund this expansion.
The Group also requires further capital to fund its short-term
working capital requirements and on-going operating costs. As at 2
February 2011 being the latest practicable date prior to
publication of the Prospectus the Group had cash balances of
approximately EUR2.0 million.
The Directors' expect that the demand for Accoya(R) will
increase over the next few years at a rate which means that the
existing Arnhem plant will be near its capacity in two years' time.
This is based on recent discussions the Company has had with
potential new customers and distributors who have expressed
interest in placing orders at significantly larger volumes than in
the past, together with an expected increase in sales volumes from
existing customers and distributors. This is consistent with recent
Accoya(R) sales volumes, which increased by 93% in the six months
to 30 September 2010 compared with the same period the previous
year.
To meet the expected increase in demand for Accoya(R), the Board
proposes to increase capacity at the Company's plant at Arnhem by
some 50%. As this additional capacity is utilised, it is expected
that the Group will move to a position of sustained profitability
without any contribution from licence income being required.
The Company seeks to ensure that its strategy regarding its own
production and sale of Accoya(R) is co-ordinated and aligned with
its strategy of licensing the Group's proprietary acetylation
technology and works with, and will continue to work with, its
current and future licensees in order to achieve this
objective.
In addition to the Firm Placing and Placing and Open Offer, the
Company is actively pursuing a number of other commercial
arrangements with a view to strengthening the Company's cash flow
position over the longer term.
USE OF PROCEEDS
The net proceeds of the Firm Placing and Placing and Open Offer
will be used to meet the short-term working capital requirements
and on-going operating costs of the Group and to meet the costs of
construction relating to the expansion of the Arnhem plant.
The Group's short-term working capital requirements, comprising
payments for future wood supplies and payments to trade creditors,
amount to approximately EUR2 million. The Group's on-going
operating costs over the next twelve months amount to approximately
EUR11 million. The on-going operating costs include research and
development of approximately EUR1 million (including new products
and applications and new technology applicable to other wood
species), sales and marketing costs of approximately EUR3 million,
administrative expenses of approximately EUR5 million and other
operating costs of approximately EUR2 million, all of which are
considered important to the operation of the Arnhem plant, to
increasing sales volumes and to securing the right business
development opportunities to generate profits in the longer
term.
The balance of the proceeds of EUR15 million will be used to
meet the costs of construction relating to the expansion of the
Arnhem plant.
The planned expansion of the Arnhem plant involves the addition
of a third reactor which, together with on-going process
improvements, is expected to increase effective production capacity
to approximately 52 500m3 of Accoya(R) per annum (with a
theoretical capacity of 60,000m3). The capital expenditure
associated with this expansion, which includes new storage
facilities and the optimisation of wood handling capabilities, is
expected to be approximately EUR15 million. This includes
approximately EUR3 million for new storage facilities and
improvements to wood handling facilities and approximately EUR12
million for the third reactor. The expanded plant is likely to be
fully operational approximately 18 months after commencing detailed
planning.
In summary, therefore, the net proceeds of EUR28 million will be
used as follows:
Cost Type EUR million
Short term working capital requirements 2
Ongoing operating costs
Research & development 1
Sales & marketing 3
Administrative expenses 5
Other operating costs 2
Expansion of Plant
New storage facilities & improvements to wood
handling facilities 3
Third reactor 12
28
INTERIM MANAGEMENT STATEMENT
Since 30 September 2010, Accsys has continued to see increasing
demand for Accoya(R) while building on the process improvements
achieved over the course of the previous year.
Excluding the sale of Accoya(R) to Diamond Wood, total Accoya(R)
revenues increased by 67% from EUR1.4 million to EUR2.4 million in
the quarter from 30 September to 31 December 2010 compared with the
same quarter of the previous year. Total revenue for the three
months to 31 December 2010 was EUR2.5 million, a decrease of 39%
from EUR4.1 million in the same quarter of the previous year. The
equivalent quarter in the previous year included licence income of
EUR1.3 million and sales of Accoya(R) to Diamond Wood of EUR1.1
million, which were not repeated in the current year. Diamond Wood
has postponed existing orders for Accoya(R) until later in 2011
when it expects to have completed its fundraising which it had
previously announced, on 18 October 2010, would be complete by the
end of 2010.
The Company continues to be pleased by the increasing demand for
Accoya(R) across the globe which has also been reflected by the
signing of three new distribution agreements, including the first
in each of Chile, Australia, Belgium and Luxembourg making a total
of 24 distribution, supply or agency agreements.
Further progress has also been made in the period with our
Tricoya(R) joint development partner, Medite Europe Limited. We are
confident that the joint development work will result in a decision
to move forward with Tricoya(R).
Accsys has continued to seek further improvements and
efficiencies in the production process, which enabled the Company
to build up inventory levels ahead of a planned plant maintenance
closure in October 2010. Subsequent to this, and in light of the
delayed orders described above, production levels have recently
been reduced and inventory levels are being unwound, which is
expected to continue in the final quarter of the 2010/2011
financial year.
Other operating costs have continued to reduce following the
restructuring exercise carried out over the previous year. At 31
December 2010, the Group's total headcount (including contractors)
was 105, an 8% reduction from 30 September 2010 and a 29% reduction
from the peak of 147 in March 2009. This, together with other
savings and improvements, resulted in a reduction in operating
costs in the quarter by 13% compared with last year.
Cash balances decreased from EUR6.6 million at 30 September 2010
to EUR2.2 million as at 31 December 2010. As at 2 February 2011,
being the latest practicable date prior to publication of the
Prospectus, the Group had cash balances of approximately EUR2.0
million.
The Company is pleased by the significant progress which has
been made in furthering the Group's long-term target of licensing
the Group's technology. An option agreement has been signed with a
major multinational corporation for a licence to build an Accoya(R)
production plant in Europe together with the rights to sell
Accoya(R) in a number of European countries. The option allows for
both parties to negotiate exclusively a full licence agreement.
PRINCIPAL TERMS OF THE FIRM PLACING AND PLACING AND OPEN
OFFER
The Company proposes to raise approximately EUR30 million
(before expenses) in aggregate by way of the Firm Placing and
Placing and Open Offer. The Firm Placing and Placing and Open Offer
has been underwritten by Numis who are also acting as Joint Broker
to the Company alongside Matrix.
The Firm Placees have conditionally agreed to subscribe for
99,698,736 New Ordinary Shares at the Offer Price of EUR0.15 per
Ordinary Share (representing gross proceeds of EUR15 million).
Certain of the Directors and Senior Managers have agreed to
subscribe for 990,229 of the Firm Placing Shares at the Offer Price
pursuant to the Firm Placing. The Firm Placing Shares are not
subject to clawback and are not part of the Placing and Open
Offer.
The Joint Brokers, as agents of the Company, have also entered
into arrangements under the Underwriting Agreement in connection
with the conditional Placing of the Open Offer Shares at the Offer
Price, subject to clawback in respect of valid applications by
Qualifying Shareholders under the Open Offer.
The Directors propose to offer Open Offer Shares by way of the
Open Offer to all Qualifying Shareholders (other than, subject to
certain exceptions, Restricted Shareholders) on the following
basis:
1 Open Offer Shares at EUR0.15 each for every 2 Existing
Ordinary Shares
held and registered in that Shareholder's name as at the Record
Time, and so in proportion to any other number of Ordinary Shares
that each Qualifying Shareholder then holds and otherwise on the
terms and conditions as set out in the Prospectus and, in the case
of Qualifying Non-CREST Shareholders, the Application Form.
Qualifying Shareholders are also being given the opportunity to
apply for Excess Open Offer Shares at the Offer Price through the
Excess Application Facility. Qualifying Shareholders may apply for
Excess Open Offer Shares up to a maximum number of Excess Open
Offer Shares equal to 0.5 times the number of Existing Ordinary
Shares registered in their name at the Record Time. The total
number of Open Offer Shares is fixed and will not be increased in
response to any applications under the Excess Application Facility.
Such applications will therefore only be satisfied to the extent
that other Qualifying Shareholders do not apply for their Open
Offer Entitlements in full. Applications under the Excess
Application Facility shall be allocated in such manner as the
Directors may determine, in their absolute discretion, and no
assurance can be given that the applications by Qualifying
Shareholders will be met in full or in part or at all.
The Firm Placing and Placing and Open Offer are both conditional
upon the passing of the Resolutions at the General Meeting;
Admission becoming effective by no later than 9:00 a.m. (Central
European Time) on 22 February 2011 (or such later time and/or date,
being not later than 8 March 2011, as the Company and the
Underwriter may determine) and the Underwriting Agreement having
become unconditional in all respects and not having been terminated
in accordance with its terms prior to Admission.
Either Matrix or Numis can terminate the Underwriting Agreement
at any time prior to Admission if, amongst other things:
(i) the representations and warranties given by the Company were
untrue, inaccurate or misleading when given or have ceased to be
true or accurate or have become misleading, in each case to an
extent which it considers in its sole judgement (acting in good
faith) is material in the context of the Group (taken as a whole)
or the Firm Placing and Placing and Open Offer;
(ii) the Company fails to comply with any of its obligations
under the Underwriting Agreement to an extent which it considers in
its sole judgement (acting in good faith) is material in the
context of the Group (taken as a whole) or the Firm Placing and
Placing and Open Offer;
(iii) in its opinion (acting in good faith) a material adverse
change occurs, or a development occurs that is reasonably likely to
cause a material adverse change, affecting the Company; or
(iv) in its opinion (acting in good faith) (a) there has been a
material adverse change in the financial markets, any outbreak or
escalation of hostilities, any act of terrorism or war or other
calamity or crisis or any change or development involving a
prospective change in the national or international political,
financial or economic conditions or exchange controls or exchange
rates, (b) trading in any securities of the Company or trading in
securities generally, is suspended or limited on the London Stock
Exchange or Euronext Amsterdam or minimum or maximum prices for
trading are fixed, (c) a material disruption occurs in commercial
banking or securities settlement or clearance services in the
United Kingdom or the EEA, or (d) a banking moratorium is declared
by the United Kingdom or an EEA State, the effect of which (singly
or together) is such as to make it impracticable, inappropriate or
inadvisable to proceed with the Firm Placing and Placing and Open
Offer or the underwriting of the New Ordinary Shares.
Any fractional entitlements to Open Offer Shares will be
disregarded in calculating Qualifying Shareholders' entitlement and
will be aggregated and made available under the Excess Application
Facility. Fractions of Excess Open Offer Shares will not be issued
under the Excess Application Facility and fractions of Excess Open
Offer Shares will be rounded down to the nearest whole number. Any
fractional Excess Open Offer Shares will be aggregated and sold for
the benefit of the Company.
The Offer Price of EUR0.15 per New Ordinary Share represents a
discount of 58.9% to the Closing Price of EUR0.365 on 3 February
2011 (being the latest practicable date prior to the date of the
Prospectus).
Open Offer Entitlements set out in an Application Form may be
converted into uncertificated form, that is, deposited into CREST
(whether such conversion arises as a result or a renunciation of
those rights or otherwise). Similarly, Open Offer Entitlements held
in CREST may be withdrawn from CREST and an Application Form used
instead.
The New Ordinary Shares, when issued and fully paid will rank
pari passu with the existing Ordinary Shares including the right to
receive dividends or distributions made, paid or declared after the
date of the Prospectus. Application has been made for the New
Ordinary Shares to be admitted to listing and trading on Euronext
Amsterdam and to trading on AIM. It is expected that Admission will
become effective and that dealings in the New Ordinary Shares will
commence on Euronext Amsterdam and on AIM at 9:00 a.m. (Central
European Time) on 22 February 2011.
Details of the further terms and conditions of the Firm Placing
and Placing and Open Offer, including the procedure for acceptance
and payment and the procedure in respect of entitlements not taken
up, are set out in Part X ("Terms and Conditions of the Firm
Placing and Placing and Open Offer") of the Prospectus and, where
relevant, will also be set out in the Application Form.
Application has been made for the Open Offer Entitlements and
Excess Open Offer Entitlements to be admitted to CREST(in respect
of Qualifying CREST Shareholders) and Euroclear Nederland (in
respect of Qualifying Euroclear Shareholders). It is expected that
such Open Offer Entitlements and Excess Open Offer Entitlements
will be credited to stock accounts of Qualifying CREST Shareholders
and to the stock accounts of Admitted institutions (with respect to
Qualifying Euroclear Shareholders) on 7 February 2011. Applications
through the CREST system may only be made by the Qualifying
Shareholder originally entitled or by a person entitled by virtue
of a bona fide market claim.
Qualifying Shareholders should be aware that the Open Offer is
not a rights issue. As such, Qualifying Non-CREST Shareholders
should note that their Application Forms are not negotiable
documents and cannot be traded. Qualifying CREST Shareholders and
Qualifying Euroclear Shareholders should note that, although the
Open Offer Entitlements and the Excess Open Offer Entitlements will
be admitted to CREST and Euroclear Nederland respectively, and be
enabled for settlement, neither the Open Offer Entitlements nor the
Excess Open Offer Entitlements will be tradeable or listed and
applications in respect of the Open Offer may only be made by the
Qualifying Shareholder originally entitled or by a person entitled
by virtue of a bona fide market claim raised by Euroclear UK's
Claims Processing Unit. New Ordinary Shares for which application
has not been made under the Open Offer will not be sold in the
market for the benefit of those who do not apply under the Open
Offer and Qualifying Shareholders who do not apply to take up their
entitlements will have no rights nor receive any benefit under the
Open Offer. Any Open Offer Shares which are not applied for under
the Open Offer may be allocated to other Qualifying Shareholders
under the Excess Application Facility, failing which they will be
issued to Conditional Placees or, failing which, to the Underwriter
subject to the terms and conditions of the Underwriting Agreement,
with the proceeds retained for the benefit of the Company.
If the conditions to the Firm Placing and Placing and Open Offer
are not satisfied or waived and the Firm Placing and Placing and
Open Offer lapses, any Open Offer Entitlements and Excess CREST
Open Offer Entitlements admitted to CREST will be disabled and
application monies received under the Open Offer will be refunded
to the applicants, by cheque (at the applicant's risk) in the case
of Qualifying Non-CREST Shareholders and by way of a CREST payment
in the case of Qualifying CREST Shareholders, without interest, as
soon as practicable thereafter.
Application will be made for the New Ordinary Shares to be to be
admitted to listing and trading on Euronext Amsterdam and to
trading on AIM. Subject to, among other things, the Resolutions
being passed, it is expected that Admission will become effective
at 9:00 a.m. (Central European Time) on 22 February 2011 and that
dealings for normal settlement in the New Ordinary Shares will
commence at that time. No temporary documents of title will be
issued.
Further information on the Open Offer and the terms and
conditions on which it is made, including the procedure for
application and payment, are set out in the Prospectus and, where
relevant, on the Non-CREST Application Form.
GENERAL MEETING
A notice convening the General Meeting, to be held at 11.00 a.m.
on 21 February 2011 at the offices of Accsys, Kensington Centre, 66
Hammersmith Road, London, W14 8UD, is set out at the end of the
Prospectus. The General Meeting is being convened for the purpose
of considering and, if thought fit, passing the resolutions
required to give the Directors sufficient authority to issue the
New Ordinary Shares. The full text of the Resolutions is set out in
the notice at the back of the Prospectus.
IMPORTANCE OF VOTE
As at 30 September 2010, the Group held cash balances of EUR6.6
million. As at 2 February 2011, being the latest practicable date
prior to publication of the Prospectus, the Group had cash balances
of approximately EUR2.0 million and over the short to medium term
the Board expects that the Group will continue to experience net
cash outflows. Given this, the Group is actively pursuing a number
of cash management strategies in order to improve its short-term
working capital position.
If the Firm Placing and Placing and Open Offer does not proceed
and the Group continues to experience net cash outflows, it would
need to obtain appropriate alternative financing within a short
timescale in order to safeguard the Group's ability to continue as
a going concern. Given the timescales involved, it is not certain
that the Group would be able to obtain any such alternative
financing on commercially acceptable terms, or at all.
Consequently, if the Firm Placing and Open Offer does not proceed
and the Group is unable to obtain alternative financing, there
would be a material uncertainty as to the Group's ability to
continue as a going concern.
Accordingly, the Directors believe that the Firm Placing and
Placing and Open Offer is in the best interests of Shareholders as
a whole. In order for the Firm Placing and Placing and Open Offer
to proceed, the Resolutions to be proposed at the General Meeting
must be passed. The Directors therefore believe that it is very
important that Shareholders vote in favour of the Resolutions at
the General Meeting.
DIRECTORS' INTENTIONS
The Directors beneficially own, in aggregate, 142,205 Ordinary
Shares representing approximately 0.07% of the issued Ordinary
Share capital of the Company as at 2 February 2011 (the latest
practicable date prior to publication of the Prospectus). Certain
of the Directors have agreed to subscribe for an aggregate of
683,563 of the Firm Placing Shares at the Offer Price pursuant to
the Firm Placing and in addition, each of the Directors so entitled
will be taking up his entitlement in full to subscribe for Open
Offer Shares under the Open Offer.
Appendix I
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Time for entitlement under the Open 5:00 p.m. on 3
Offer February 2011
Existing Ordinary Shares marked "ex" by Euronext 8:00 a.m. on 4
Amsterdam and AIM February 2011
Announcement of the Firm Placing and Placing 4 February 2011
and Open Offer
Publication of the Prospectus and despatch 4 February 2011
of Application Forms to Qualifying Non-CREST
Shareholders
Open Offer Entitlements and Excess Open Offer 7 February 2011
Entitlements credited to stock accounts of
Qualifying CREST Shareholders in CREST and
Euroclear Open Offer Entitlements and Excess
Euroclear Open Offer Entitlements credited
to appropriate stock accounts with Admitted
Institutions for Qualifying Euroclear Shareholders
Recommended latest time for requesting withdrawal 4:30 p.m. on 14
of Open Offer Entitlements and Excess Open February 2011
Offer Entitlements from CREST
Latest time for depositing Open Offer Entitlements 3:00 p.m. on 15
into CREST February 2011
Latest date and time for splitting Open Offer 3:00 p.m. on 15
Entitlements and Excess CREST Open Offer Entitlements February 2011
into CREST
Latest time for splitting Application Forms 3:00 p.m. on 16
(to satisfy bona fide market claims only) February 2011
Latest time and date for payment in full by 3:00 p.m. on 16
applying Qualifying Euroclear Shareholders February 2011
via their Admitted Institutions
Latest time for receipt of Forms of Proxy and 11:00 a.m. on 17
receipt of electronic proxy appointments by February 2011
registered Shareholders for the General Meeting
Latest time for receipt of completed Application 11:00 a.m. on 18
Forms and payment in full under the Open Offer February 2011
and settlement of relevant CREST instructions
(as appropriate)
General Meeting 11:00 a.m. on 21
February 2011
Announcement of the result of the Firm Placing 21 February 2011
and Placing and Open Offer
Date of Admission and dealings in New Ordinary 8:00 a.m. on 22
Shares commences on AIM February 2011
Commencement of dealings in New Ordinary Shares 9:00 a.m. (Central
on Euronext Amsterdam European Time)
on 22 February
2011
New Ordinary Shares credited to CREST stock by no later than
accounts (Qualifying CREST Shareholders only) 9:00 a.m. (Central
and to Euroclear accounts of Admitted Institutions European Time)
on 22 February
2011
Despatch of definitive share certificates for by no later than
the New Ordinary Shares in certificated form 25 February 2011
Notes:
(1) Each of the times and dates set out in the above timetable
and mentioned in the Prospectus is subject to change by the Company
(with the agreement of Matrix and Numis), in which event details of
the new times and dates will be notified to the UK Listing
Authority, the London Stock Exchange and, where appropriate, to
Shareholders.
(2) Unless otherwise stated, references to times in this
announcement are to London times.
Appendix II
SCHEDULE OF DEFINITIONS
The following definitions apply throughout this announcement
(unless the context otherwise requires):
"Admission" the admission of the New Ordinary Shares
to listing and trading on Euronext Amsterdam
and to trading on AIM;
"Admitted Institutions" admitted institutions (aangesloten
instellingen) of Euroclear Nederland within
the meaning of the Dutch Securities Giro Act,
which institutions hold a collective depot
(verzameldepot) in relation to Euroclear
Shares;
"AIM" AIM, a market operated by the London Stock
Exchange;
"Application Form" the personalised application form on which
Qualifying Non-CREST Shareholders may apply
for New Ordinary Shares under the Open Offer;
"Board" or "Directors" the directors of the Company at the date
of the Prospectus;
"business day" a day (excluding Saturdays, Sundays and
public holidays) on which banks are generally
open for business in the City of London;
"Closing Price" the closing middle market quotation of an
Ordinary Share as derived from the Daily
Official List of the London Stock Exchange;
"Company" or "Accsys" Accsys Technologies PLC;
"Conditional Placees" those persons (if any) to whom Open Offer
Shares not acquired by Qualifying Shareholders
in the Open Offer are to be placed;
"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;
"CREST Open Offer the entitlement of a Qualifying CREST
Entitlement" Shareholder, pursuant to the Open Offer, to
apply to acquire Open Offer Shares pursuant to
the Open Offer;
"Diamond Wood" Diamond Wood China Limited;
"Disclosure and Transparency the Disclosure and Transparency Rules made
Rules" or "DTRs" by the Financial Services Authority pursuant
to Part VI of FSMA (as set out in the FSA
Handbook), as amended;
"Euroclear Nederland" Nederlands Centraal Instituut voor Giraal
Effectenverkeer B.V., the Dutch centralised,
securities custody and administrative system;
"Euroclear Open Offer an entitlement of a Qualifying Euroclear
Entitlements" Shareholder to apply to acquire an interest
in Open Offer Shares pursuant to, and subject
to, the terms of the Open Offer;
"Euroclear Share" interests in and corresponding to the Existing
Ordinary Shares which at the Record Time
are registered in the name of Euroclear
Nederland and which are traded on Euronext
Amsterdam;
"Euroclear UK" Euroclear UK & Ireland Limited, the operator
of CREST;
"Euronext Amsterdam" NYSE Euronext in Amsterdam, the regulated
market of Euronext Amsterdam;
"Excess Application the arrangement pursuant to which Qualifying
Facility" Shareholders may apply for New Ordinary Shares
in excess of their Open Offer Entitlements;
"Excess CREST Open in respect of each Qualifying CREST
Offer Entitlements" Shareholder, the conditional entitlement to
apply for Open Offer Shares credited to his
stock account, which are subject to allocation
in accordance with the Prospectus;
"Excess Euroclear in respect of each Qualifying Euroclear
Open Offer Entitlements" Shareholder, the conditional entitlement,
pursuant to the Excess Application Facility,
to apply for Open Offer Shares credited to his
stock account with an Admitted Institution via
Euroclear Nederland, which are subject to
allocation in accordance with the Prospectus;
"Excess Open Offer in respect of each Qualifying Shareholder, the
Entitlements" conditional entitlement to apply for Excess
Open Offer Shares, which are subject to
allocation in accordance with the Prospectus;
"Excess Open Offer the New Ordinary Shares which Qualifying
Shares" Shareholders will be invited to acquire
pursuant to the Excess Application Facility;
"Existing Ordinary the existing Ordinary Shares in issue at
Shares" the date of the Prospectus;
"Financial Services the Financial Services Authority of the
Authority" or "FSA" UK;
"Firm Placees" those persons with whom Firm Placing Shares
are to be placed;
"Firm Placing" the placing of 99,698,736 New Ordinary Shares
with the Firm Placees;
"Firm Placing Shares" the 99,698,736 New Ordinary Shares which
are the subject of the Firm Placing;
"Form of Proxy" the form of proxy for use at the General
Meeting which accompanies the Prospectus;
"General Meeting" the general meeting of the Company to be
convened pursuant to the Notice;
"Group" or "Accsys Accsys and its existing subsidiary
Group" undertakings (and, where the context permits,
each of them);
"Joint Broker" Numis Securities Limited and Matrix Corporate
Capital LLP;
"Listing Rules" the listing rules of the UK Listing Authority
made in accordance with section 73A(2) of
FSMA (as set out in the FSA Handbook), as
amended;
"London Stock Exchange" London Stock Exchange plc;
"Matrix" or "Nominated Matrix Corporate Capital LLP;
Adviser"
"Medite" Medite Europe Limited;
"New Ordinary Shares" the Firm Placing Shares and/or the Open
Offer Shares, as the context requires;
"Notice" the notice convening the General Meeting,
set out at the end of the Prospectus;
"Numis" Numis Securities Limited;
"Offer Price" EUR0.15 per Firm Placing Share and per Open
Offer Share;
"Official List" the official list of the UK Listing Authority;
"Open Offer" the conditional invitation to Qualifying
Shareholders (other than, subject to certain
exceptions, Restricted Shareholders) to apply
to acquire the Open Offer Shares pursuant to
and subject to the terms of the Open Offer;
"Open Offer Entitlement" the entitlement of a Qualifying Shareholder,
pursuant to the Open Offer, to apply to
acquire Open Offer Shares pursuant to, and
subject to the terms of, the Open Offer
or (in the case of Qualifying Euroclear
Shareholders) a right to acquire an interest
in Open Offer Shares;
"Open Offer Shares" the 100,301,264 New Ordinary Shares which
Qualifying Shareholders will be invited to
acquire pursuant to the Open Offer, or (in the
case of Qualifying Euroclear Shareholders) an
interest in such shares;
"Ordinary Shares" the ordinary shares of EUR0.01 each in the
capital of Accsys;
"Placing" the conditional placing of Open Offer Shares
as described in the Prospectus and subject to
clawback in respect of valid applications for
Open Offer Shares by Qualifying Shareholders
under the Open Offer;
"Prospectus" the document to be dated on or around 4
February 2011, comprising a prospectus
relating to the Company, for the purpose of
the Firm Placing and Placing and Open Offer
and the admission to listing and trading of
the New Ordinary Shares on AIM and Euronext
Amsterdam;
"Prospectus Rules" the prospectus rules made by the Financial
Services Authority pursuant to Part VI of
FSMA (as set out in the FSA Handbook), as
amended;
"Qualifying CREST Qualifying Shareholders (other than Qualifying
Shareholders" Euroclear Shareholders) holding Ordinary
Shares in uncertificated form in CREST;
"Qualifying Euroclear holders of a securities account with an
Shareholders" Admitted Institution which at the Record
Time include Euroclear Shares, resulting
in the holders having an interest in the
relevant Admitted Institutions collective
depot of Euroclear Shares;
"Qualifying Non-CREST Qualifying Shareholders (other than Qualifying
Shareholders" Euroclear Shareholders) holding Ordinary
Shares in certificated form;
"Qualifying Shareholders" holders of Ordinary Shares on the register of
members of the Company at the Record Time; but
including, where the context permits,
Qualifying Euroclear Shareholders;
"Record Time" 5:00 p.m. on 3 February 2011;
"Resolutions" the resolutions to be proposed at the General
Meeting, as set out in the Notice;
"Restricted Jurisdictions" Australia, Canada, Japan and the Republic of
South Africa, and "Restricted Jurisdiction"
shall be construed accordingly;
"Restricted Shareholders" Qualifying Shareholders with registered
addresses in, or who are citizens, residents
or nationals of any Restricted Jurisdiction;
"Shareholder" a holder of Ordinary Shares;
"Titan" Titan Wood Limited, a wholly owned subsidiary
of the Company incorporated in England and
Wales;
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"UK Listing Authority" the Financial Services Authority acting
in its capacity as the competent authority
for the purposes of Part VI of FSMA;
"Underwriter and Joint Numis Securities Limited;
Broker" or "Underwriter"
"Underwriting Agreement" the agreement dated 4 February 2011 between
the Company and the Underwriter relating
to the Firm Placing and the Placing and
Open Offer;
"US" or "United States" the United States of America, its possessions
and territories, all areas subject to its
jurisdiction or any subdivision thereof, any
State of the United States and the District of
Columbia;
"US Securities Act" the United States Securities Act of 1933,
or "Securities Act" as amended.
506893048
This information is provided by RNS
The company news service from the London Stock Exchange
END
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