TIDMAXS
RNS Number : 6776X
Accsys Technologies PLC
05 May 2021
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")
Placing to raise gross proceeds of approximately EUR33
million
and
Open Offer to raise gross proceeds of up to approximately EUR4
million
Accsys, the fast-growing and eco-friendly company that combines
chemistry and technology to create high performance, sustainable
wood building products, today announces that it proposes to raise
gross proceeds of approximately EUR37 million (approximately EUR35
million net of expenses) by way of a Placing and a separate Open
Offer (the "Issue") of New Ordinary Shares in the Company.
The net proceeds of the Issue will be used primarily to fund the
Company's investment in expanding its Accoya(R) business into North
America through the construction of a new Accoya(R) plant in the
USA (the " Accoya(R) USA Plant ") by its joint venture with Eastman
Chemical Company (the " Accoya(R) USA JV "), as well as to provide
additional capital to support the Company's continued growth.
The proposed Issue will be conducted by way of a Placing to
raise gross proceeds of approximately EUR33 million and a separate
Open Offer to raise gross proceeds of up to approximately EUR4
million. The Placing is being conducted through an accelerated
bookbuild (the "Bookbuild") which will be launched immediately
following the release of this announcement by Numis Securities
Limited ("Numis"), Investec Bank plc ("Investec"), and ABN AMRO
Bank N.V. (acting in collaboration with ODDO BHF SCA) ("ABN AMRO"
and together with Numis, and Investec, the "Joint Bookrunners").
The Company also intends to provide all Qualifying Shareholders
(other than those resident or located in certain restricted
jurisdictions) with the opportunity to subscribe for New Ordinary
Shares through the Open Offer.
Accoya(R) North America Highlights:
The Board believes the Accoya(R) USA JV provides an exciting
opportunity for Accsys to deepen its market penetration into the
significant and growing North American market alongside offering
attractive financial returns.
North America market opportunity:
-- Substantial market opportunity for Accoya(R) : Estimated
achievable market of up to 948,500m(3) per annum within a wider
addressable market of approximately 9.6 million m(3) by 2030.
-- Growth acceleration opportunity: Accsys has strong
foundations in North America with significant customer demand for
Accoya(R) but is constrained by its current production capacity at
its Arnhem Plant.
Attention! This investment falls outside AFM supervision. No
prospectus required for this activity.
Accoya(R) USA Plant and JV structure:
-- The Accoya(R) USA Plant is expected to be constructed and
operated by the already established Accoya(R) USA JV formed by
Accsys (60% equity interest) and Eastman (40% equity interest).
-- Eastman brings multiple benefits to the Accoya(R) USA JV
given its leading position in the production of acetyls, a key raw
material in Accoya(R) production, and its extensive experience in
building and operating chemical plants.
-- The Accoya(R) USA Plant is to be strategically located in
Eastman's operating site in Kingsport, Tennessee, USA, adjacent to
Eastman's existing acetyls operations, offering cost and
geographical advantages, with the plans envisaging significant
future expansion (subject to market conditions).
-- The new Accoya(R) USA Plant will replicate the success of
Accsys' Accoya(R) plant in Arnhem by duplicating existing Accoya(R)
technology and operational know-how, which is being provided to the
Accoya(R) USA JV under a fee bearing licence from Accsys.
-- The Accoya(R) USA JV will sell under the valuable 'Accoya(R)
' brand, with sales and marketing support expected to be provided
by Accsys under a separate fee bearing agreement with the Accoya(R)
USA JV.
-- The new Accoya(R) USA Plant will take approximately two years
to construct once final binding project and funding agreements are
entered into, and the final investment decision is taken, all of
which are targeted for summer 2021. Following construction, sales
are expected to ramp up over a further two years to the plant's
full production capacity.
Accoya(R) USA JV financial returns:
-- The total construction and start-up costs for the initial two
reactor Accoya(R) USA Plant, with an initial target production
capacity of at least 40,000m(3) of Accoya(R) , are expected to be
approximately $130 million.
-- The expected $130 million cost is intended to be funded by
approximately $65 million or more of debt obtained by the Accoya(R)
USA JV (intended to be non-recourse to Accsys), with the balance
being funded by equity contributions to the joint venture from
Accsys and Eastman.
-- At full capacity, expected in the third year of operations,
it is anticipated that the Accoya(R) USA JV will be capable of
generating revenues in excess of $90 million, with the ability to
achieve gross margins of at least 35% and EBITDA margins of at
least 25%.
-- The Board expects that the Accoya(R) USA JV would be
EBITDA-positive when the Accoya(R) USA Plant is at 45% capacity
utilisation, which is expected to be achieved in the first year of
operations. The Board expects that the Accoya(R) USA JV will
generate a leveraged, pre-tax IRR from the project in excess of
20%* once at full capacity.
-- The timing of the proposed Issue, ahead of the final
investment decision targeted for summer 2021, is expected to allow
the Accoya(R) USA JV to accelerate the US market opportunity and
assist it in securing better debt terms.
Issue Highlights:
The net proceeds of the Issue are intended to be used to fund
the following as part of the Group's continued growth strategy:
-- approximately EUR31 million of proceeds from the Placing will
help fund the Group's expansion in North America through the
construction of the new Accoya(R) USA Plant by the Accoya(R) USA JV
to serve a significant and growing market for Accoya(R) ; and
-- approximately EUR4 million of proceeds from the Open Offer
will be used to provide additional capital to support the Group's
continued growth and ongoing development.
The Placing and the Open Offer are each conditional upon
customary matters, including the approval by Shareholders of the
resolutions to be proposed at a General Meeting to be held on 25
May 2021 at Brettenham House, 19 Lancaster Place, London, WC2E
7EN.
Rob Harris, CEO, commented:
"Today's proposed fundraise represents further progress in
Accsys' exciting growth strategy. The funds we seek to raise are a
key step towards establishing a new Accoya(R) USA Plant in North
America to significantly increase the production capacity of our
high-performance and sustainable products through our Accoya USA
JV. This will allow us to capture the growing and significant
market in North America where there is strong demand for high
quality, high performance wood building products, and increasing
consciousness over the sustainability and carbon footprint of the
built environment. The Board believes that the Accoya(R) USA Plant
will provide Accsys with significant long-term growth potential and
opportunities for expansion."
Set out below in Appendix I to this announcement is some further
information regarding the Company, the Issue and the Accoya(R) USA
JV. The Company intends to send to Shareholders and publish on its
website a shareholder circular (the "Circular"), including the
Notice of General Meeting, shortly after the announcement of the
results of the Bookbuild tomorrow.
The Circular will contain relevant information regarding the
Open Offer and shareholders should read the Circular in full before
making any application for Open Offer Shares and/or Excess Open
Offer Shares. In addition, for the sole purpose of making the Open
Offer in the Netherlands, the Company also intends to publish on
its website together with the Circular the Dutch Information
Document (informatiedocument), which has been prepared in the Dutch
language in accordance with the Dutch Exemption Regulation Wft
(Vrijstellingsregeling Wft). An informal English translation (for
information purposes only) will also be made available.
No prospectus within the meaning of the EU Prospectus Regulation
is required, or will be made available, in relation to the Open
Offer and the Open Offer falls outside the supervision of the Dutch
Authority for the Financial Markets (Stichting Autoriteit
Financiƫle Markten) (the "AFM").
Capitalised terms used, and not defined elsewhere, in this
announcement are defined in Appendix II to this announcement.
Terms and conditions in relation to the Placing are included in
Appendix III to this announcement.
* IRR calculated using pre-tax free cash flow for the Accoya(R)
USA JV less loan draw-downs/repayments over a 22-year (2-year
construction and 20-years operating) projection model. Assumes that
construction and start-up costs are 50% funded by Accoya(R) USA JV
debt at an interest rate of 6.5%.
For further information, please contact: Accsys Technologies plc ir@accsysplc.com
Sarah Ogilvie, Investor Relations
============================================ ======================
Numis Securities (London)
Nominated Adviser, Joint Bookrunner,
Joint Financial Adviser and Joint Broker
Oliver Hardy (NOMAD), Ben Stoop, Hannah
Boros +44 (0) 20 7260 1000
============================================ ======================
Investec Bank plc (London)
Joint Bookrunner, Joint Financial Adviser
and Joint Broker
Carlton Nelson, Alex Wright
ABN Amro (Amsterdam) +44 (0) 20 7597 5970
Joint Bookrunner and Joint Broker
Dennis van Helmond, Richard van Etten +31 20 344 2000
============================================ ======================
FTI Consulting (UK)
Matthew O'Keeffe, Alex Le May +44 (0) 20 3727 1340
============================================ ======================
Off the Grid (The Netherlands)
Frank Neervoort, Yvonne Derske +31 681 734 236
============================================ ======================
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 the 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 either
the Placing or the Open Offer 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, also (iii) are 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 Open Offer will be made in the Netherlands in reliance on
the prospectus exemption as set out in section 53 of Exemption
Regulation pursuant to the Dutch Financial Supervision Act
(Vrijstellingsregeling Wft) ("Dutch Exemption Regulation Wft"). For
the sole purpose of making the Open Offer in the Netherlands, an
information document (informatiedocument) (the "Dutch Information
Document") has been prepared in the Dutch language in accordance
with the Dutch Exemption Regulation Wft and is intended to be
published, together with an informal English translation (for
information purposes only), on the Company's website shortly after
the announcement of the results of the Bookbuild tomorrow morning.
The Dutch Information Document is not a prospectus within the
meaning of the EU Prospectus Regulation and has not been approved
or reviewed by the AFM.
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 Investor or prospective
investor 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 the
Joint Bookrunners, or by any of its or 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
Numis is authorised and regulated in the United Kingdom by the
FCA . Investec is authorised by the Prudential Regulation Authority
(the "PRA") and regulated in the United Kingdom by the PRA and the
FCA. Investec Europe Limited (trading as Investec Europe), acting
on behalf of Investec Bank plc in certain jurisdictions in the EEA,
is regulated in Ireland by the Central Bank of Ireland. Numis,
Investec 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.
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 or affiliates. Apart from the
responsibilities and liabilities, if any, which may be imposed upon
the Joint Bookrunners by FSMA, none 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 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 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.
These factors include, but are not limited to, those discussed in
Appendix I to this Announcement. In particular, this Announcement
includes figures representing anticipated funding requirements for
the Accoya(R) USA JV Investment and construction of the Accoya(R)
USA Plant. The actual capital requirements of the Accoya(R) USA JV
Investment and construction of the Accoya(R) USA Plant are subject
to multiple factors, including those discussed in this
Announcement. Accordingly, the figures presented herein may differ
from the capital expenditure actually incurred.
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 Disclosure Guidance and Transparency Rules,
the AIM Rules for Companies, UK MAR, the Dutch Financial
Supervision Act and EU MAR).
FY21 figures and data
This Announcement contains certain figures and data relating to
the Group's trading and activities during FY21. Unless otherwise
indicated, all such figures and data have been prepared and
presented on an estimated and unaudited basis.
Information to Distributors
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.
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 arranging for the release of this
Announcement on behalf of Accsys is Angus Dodwell, Legal Counsel
& Company Secretary.
APPIX I
FURTHER INFORMATION REGARDING THE COMPANY, THE ISSUE AND THE
ACCOYA(R) USA JV
1. BACKGROUND TO AND REASONS FOR THE PLACING AND THE OPEN OFFER
The Company proposes to raise gross proceeds of approximately
EUR37 million in aggregate through the Issue, comprising
approximately EUR33 million through the Placing and approximately
EUR4 million through the Open Offer.
The Board believes that Accsys has significant long-term growth
potential and opportunities for expansion. The Group remains on
track to deliver a targeted '5x' increase in production capacity by
2025, increasing capacity from approximately 40,000m(3) in 2019 to
200,000m(3) . A significant portion of this uplift in capacity is
expected to come from the proposed Accoya(R) USA Plant.
North America represents a significant growth opportunity for
Accsys. The Group has been operating in North America for many
years but growth has been constrained, principally, by the Group's
production capacity at its Arnhem Plant and geographical
limitations, including the time and cost of shipping to North
America from the Arnhem Plant in the Netherlands. As such, and as
previously announced, in August 2020 Accsys formed the Accoya(R)
USA JV with Eastman to assess the North American market opportunity
and undertake initial design and engineering work in relation to
the construction of a new Accoya(R) plant in the USA to deliver a
significant increase in production capacity. The plant design is
intended to be based largely on Accsys' existing and profitable
plant in Arnhem. The initial work with Eastman has progressed well
and has supported the Board's continued positive assessment of the
project. As a result, the Board is proposing and recommending that
the Group undertake the Issue, the net proceeds of which will be
used primarily to fund Accsys' share of the required equity
investment into the Accoya(R) USA JV and thereby facilitate the
construction of the new Accoya(R) USA Plant.
The Directors believe that North America represents a
substantial market opportunity for Accoya(R) wood. An independent
market assessment in February 2021 has identified a total
addressable market for Accoya(R) in North America of 7.4 million
m(3) in 2020, which is expected to grow to 9.6 million m(3) by 2030
([1]) across Accoya(R) 's four main market segments of windows,
doors, decking and siding. North America is one of the largest
consumers of wood products globally with an increasing focus on
sustainable building materials. Scarcity of local woods, such as
cedar, redwood and ipe are also driving higher prices in the USA
and the Directors believe that this, along with Accoya(R) 's
superior performance characteristics (such as enhanced durability,
stability, finish and lower lifecycle cost) will drive customer
penetration and deliver significant market share gains for
Accoya(R) in North America from its current relatively small
position.
Accsys has an existing presence in North America. High demand
for Accoya(R) has driven an increase of approximately 73% in North
American sales volumes from 3,846m(3) in FY17 to approximately
6,642m(3) in FY21. Sales have, however, been constrained,
principally, by the Group's production capacity at its Arnhem
manufacturing facility, which has been unable to match global
demand, including increasing demand from North America. The Group
is therefore in a strong position to grow Accoya(R) sales in North
America. Initially, this will be via increased allocation from the
Arnhem Plant as its Accoya(R) production capacity increases over
the next 12 months following commencement of operations at the Hull
Plant, thereby freeing up capacity for Accoya(R) sales in 2021. It
would then be increased further following the expected completion
of the fourth Accoya(R) reactor at the Arnhem Plant in the fourth
quarter of FY22. Finally, from 2023 onwards, the completion of the
proposed new Accoya(R) USA Plant is expected to provide significant
additional capacity as well as a platform for further
expansion.
([1]) Principia Consulting
1.1 The Accoya(R) USA JV
The Accoya(R) USA JV was established between Accsys and Eastman
in August 2020, with Accsys owning a 60% equity interest and
Eastman a 40% equity interest. It was formed to assess the North
American market opportunity for Accoya(R) and, ultimately, to
construct and operate a new Accoya(R) wood production plant in the
USA to serve that market. As part of its foundation, the Accoya(R)
USA JV entered into a fee-bearing production and distribution
licence with Accsys in August 2020 under which it has rights to use
the Group's proprietary intellectual solid wood acetylation
technology and the valuable 'Accoya(R) ' brand in its business. The
Board is pleased to report that the market assessment has now been
completed and that the initial engineering and design work in
respect of the proposed Accoya(R) USA Plant is well-advanced. To
date, Eastman and the Group have invested approximately $2.05
million into the Accoya(R) USA JV, with Accsys' share funded by the
proceeds of its fundraising undertaken in December 2019. Given the
compelling growth opportunity for Accoya(R) in the North American
market, both Accsys and Eastman have made progress with the
feasibility assessment and are working towards making the final
investment decision, targeted for the summer of 2021. As part of
this final investment decision, the Accoya(R) USA JV will need to
secure project debt on acceptable terms and agree terms with
relevant counterparties for the detailed engineering, procurement
and construction of the Accoya(R) USA Plant. It is expected that
debt financing will amount to at least 50% of the total project
cost. In addition, Accsys and Eastman will need to enter into
legally binding agreements in relation to their respective
investments in the Accoya(R) USA JV and the construction and
operation of the Accoya(R) USA Plant as well as the supply of
acetyls by Eastman to the Accoya(R) USA JV.
1.2 Eastman
Eastman is a global speciality chemicals company listed on the
NYSE with a market capitalisation of approximately $16.5 billion
(as at 4 May 2021), revenues of approximately $8.5 billion and
approximately 14,500 employees worldwide. Eastman has extensive
experience in building and operating chemical plants, with over 50
operating sites. Like Accsys, Eastman is focused on sustainable
products and business practices, and is in the top 30 of Barron's
100 most sustainable companies. Eastman is a world leader in the
production of acetyls, which are a key raw material used in the
production of Accoya(R) production.
The benefits that Eastman is expected to bring to the Accoya(R)
USA JV are multiple, and include:
-- in relation to the construction of the Accoya(R) USA Plant -
a site to build the new Accoya(R) USA Plant within Eastman's
existing chemical site in Kingsport, Tennessee, significant
experience in plant construction and the provision of on-site
services and administrative support; and
-- in relation to the initial operation of the Accoya(R) USA
Plant - a reliable and long-term supply of acetic anhydride through
Eastman's own chemicals manufacturing capability and the capacity
to recycle the acetic acid by-product of the acetylation process at
attractive prices, which is also expected to be of benefit to
Eastman.
The benefits that Accsys is expected to bring to the project
include its commercial solid wood acetylation intellectual property
and know-how (under licence), the established 'Accoya(R) ' brand
value, sustainable raw lumber purchasing capability, commercial
acetylation plant knowledge and training (based on operations at
its Arnhem Plant) and Accoya(R) sales, marketing and distribution
capabilities, all of which are expected to be fee-generative for
Accsys.
1.3 Proposed Accoya(R) USA Plant and anticipated returns
As part of the Accoya(R) USA JV, it is anticipated that Eastman
will provide the land under a lease on which the new Accoya(R) USA
Plant can be constructed, being an approximately 10 acre site
located at Eastman's Kingsport chemicals facility in Tennessee,
USA. The design of the new plant is intended to replicate the
technology and design used at Accsys' existing Accoya(R) plant in
Arnhem, initially operating with two reactors, with wider site
potential for significant future expansion (subject to market
conditions). The identified site is located adjacent to Eastman's
existing acetyls operations, which is expected to provide a variety
of benefits including access to utilities and a direct supply of
chemicals used in the acetylation process.
When constructed, the new Accoya(R) USA Plant will have an
initial target production capacity from the two-reactor set-up of
at least 40,000m(3) (increasing to an expected annual production
capacity of 42,000m(3) over the two years after completion of
construction). The Board anticipates that site preparation,
construction and installation will take approximately two years
following the final investment decision.
The total start-up cost for the Accoya(R) USA Plant, including
capital expenditure, pre-operating expenses, financing costs and
working capital, is expected to be approximately $130 million (of
which approximately $2.05 million has already been funded by Accsys
and Eastman). This total amount will be funded by approximately $65
million or more of debt, with the balance being funded by equity
contributions to the Accoya(R) USA JV, of which Accsys' total share
would be up to approximately $39 million (EUR32.5 million), of
which approximately EUR31 million is intended to be funded by the
Placing. The project debt is expected to be secured at the
Accoya(R) USA JV level, and the Board intends that the debt will be
structured in a way which is non-recourse to Accsys. The Accoya(R)
USA JV has appointed a US debt adviser and discussions are ongoing
with lenders in the USA to secure such debt financing. The Board
expects that the Issue, and subsequent injection of equity capital
into the Accoya(R) USA JV, will assist it in securing better debt
terms.
The final stages of the Accoya(R) USA Plant design and initial
engineering work are expected to be completed in the coming weeks
with a target date for final investment decision and agreement of
legal terms in the summer of 2021. Following this, site preparation
and construction will begin with a planned two-year build programme
and a target construction completion date of mid-2023. Sales from
the Accoya(R) USA Plant are anticipated to then ramp-up over a
further two-year period before reaching the anticipated full
production capacity of the two-reactor set-up of 42,000m(3) .
Between now and the operational start-up of the Accoya(R) USA
Plant, Accsys plans to double the volume of current sales to North
America by utilising the increased capacity at its Arnhem Plant
following completion of the construction of the fourth reactor and
the additional capacity made available at the Arnhem Plant
following the commencement of operations at the Tricoya(R) Hull
Plant.
Once operational, following the two-year build programme,
Accoya(R) sales from the Accoya(R) USA Plant are expected to
increase over time. The Board's best estimate of sales from the
plant is approximately 21,000m(3) in the first year of operation
(year 3 post-commencement of construction); approximately
33,600m(3) in the second year of operation (year 4); and
approximately 42,000m(3) in the third year of operation (year 5).
At full capacity in the third year of operation (or 5 years
post-commencement of construction) it is anticipated that the
Accoya(R) USA JV will be capable of generating revenues in excess
of $90 million, with the ability to achieve gross margins of
approximately 35% and EBITDA margins of approximately 25%. Applying
the projections for the Accoya(R) USA JV used by the Board, the
Accoya(R) USA Plant would be EBITDA-positive at 45% capacity
utilisation, which is expected to be achieved in the first year of
operations. The Board expects that the Accoya(R) USA JV will
generate a leveraged, pre-tax IRR from the project in excess of 20%
[2] .The Board also believes that further expansion of the
Accoya(R) USA Plant is likely to result in improved returns given
the economies of scale associated with operating an expanded
Accoya(R) plant.
Discussions between Accsys and Eastman in relation to the
construction of the Accoya(R) USA Plant are progressing well. Both
parties are working towards agreeing a legally binding investment
commitment in the summer of 2021, and the Placing will enable
Accsys to fund its portion of the required equity funding of the
Accoya(R) USA JV. However, should construction of the Accoya(R) USA
Plant not proceed for any reason, including because final terms
relating to the Accoya(R) USA Plant are unable to be agreed, then
the Board intends for the Group to retain the Placing proceeds with
the objective of deploying the capital in other growth initiatives
to build production capacity. This could be either by optimising
production capability at the Arnhem Plant or the Hull Plant, or
potentially utilising funds to progress Accsys' plans for a new
Tricoya(R) production plant by way of possible joint venture with
PETRONAS Chemicals Group in Malaysia.
([2]) IRR calculated using pre-tax free cash flow for the
Accoya(R) USA JV less loan draw-downs/repayments over a 22-year
(2-year construction and 20-years operating) projection model.
Assumes that construction and start-up costs are 50% funded by
Accoya(R) USA JV debt at an interest rate of 6.5%.
2. TRADING AND OUTLOOK
On 16 April 2021, Accsys reported the following information
regarding its trading during the 12 months ended 31 March 2021
("FY21") on an unaudited basis.
2.1 FY21 Trading
-- Strong sales and revenue growth in the second half following
the rapid recovery after the initial impact of COVID-19 in the
first quarter:
o FY21 Accoya(R) revenue of approximately EUR91m, up around 10%,
with H2 FY21 up approximately 23% on H2 in prior year, with Group
revenue in excess of approximately EUR98m.
o FY21 sales volumes of approximately 60,466m(3) , up around
4%.
-- Further progression on profitability, due to an improved
manufacturing margin through a combination of initiatives.
-- Production has continued at capacity levels throughout H2
FY21 driven by ongoing strong demand from new and existing
customers.
-- At the end of the year Accsys is focussing on rebuilding
inventory stock levels, which are lower than usual due to
reductions during COVID-19 disruption in H1 FY21 and some
consequent supply chain disruptions.
2.2 Progress towards doubling Group production capacity in the
next year
Tricoya(R) Hull Plant
-- Construction is in the final stages of completion.
-- Under the project schedule provided by the lead contractor,
the initial processing of Tricoya(R) wood elements and expected
revenue generation is due to commence in July 2021.
-- Based upon management's experience, the Board believe that
this schedule is at risk of being delayed by around three to six
months due to COVID-19 related challenges, recent engineering
changes, and the final stages of construction taking longer than
anticipated. As a result, the Board believe that full operational
ramp-up is now likely to commence in H2 FY22.
-- Accsys is considering a full range of options to mitigate
these risks to the schedule. Expert third party consultants have
been engaged to assess the lead contractor's schedule and options
for optimisation and redeployment of staff. Changing the approach
to commissioning and contractual options are also under
consideration. Accsys' goal is to commence production safely and
swiftly. Plant operator teams are in place to take over plant areas
and systems as soon as they are ready.
-- Accsys is working towards minimising the costs associated
with delays, including those due to COVID-19, and continue to
ensure such costs are not material to the project as a whole.
-- Being the first plant of its type in the world, Accsys
continues to plan for a three-year ramp-up to reach target
production capacity of 30,000 metric tonnes (40,000m(3) equivalent)
and expect to achieve EBITDA break-even at 40% capacity
utilisation.
Accoya(R) Arnhem Plant Fourth Reactor
-- Good progress with the planned extension of the existing
Accoya(R) plant at Arnhem, the Netherlands.
-- Initial permits received and ground works commenced in
February 2021 with project on track to be operational Q4 FY22 as
planned.
-- Engineering, procurement and construction management contract
entered into and key long lead-time orders (including for the
reactor) placed in H1 FY21.
-- Project expected to add a fourth reactor with an additional
20,000m(3) of capacity (representing an increase of 33%), taking
the Arnhem Plant to an annual production capacity of 80,000m(3) of
Accoya(R) .
2.3 Year End Financial Position
-- Net debt of approximately EUR12.5m compared to EUR16.3m as at
30 September 2020, reflecting strong operating cash-flows offset by
further investment in new manufacturing capacity.
-- Balance sheet remains robust following careful cash
management during the past year given COVID-19 disruption.
Accsys intends to publish its preliminary results in respect of
FY21 in late June 2021.
3. GENERAL MEETING
The Issue is subject to a number of conditions, including the
approval by Shareholders of the Resolutions to be proposed at the
General Meeting. If the Resolutions are not passed, the Company
will not be able to proceed with the Issue.
First Resolution - Authority to allot Ordinary Shares
The first resolution is an ordinary resolution authorising the
Directors to allot Ordinary Shares and grant rights to subscribe
for or convert any security into Ordinary Shares up to a nominal
amount equal to the maximum nominal value of Ordinary Shares to be
issued in connection with the Issue. This authority will expire on
the earlier of the conclusion of the Company's next annual general
meeting or the date that is six months after the date of the
General Meeting.
Second Resolution - Disapplication of pre-emption rights in
respect of the Issue
The second resolution is a special resolution that, subject to
the first resolution being passed, authorises the Directors to
allot Ordinary Shares and grant rights to subscribe for or convert
any security into Ordinary Shares pursuant to the authority given
by the first resolution, as if section 561 of the Companies Act did
not apply to such allotment. This authority will be limited to the
allotment of New Ordinary Shares in connection with the Issue (on
the terms and conditions set out in the Circular). This authority
will expire on the earlier of the conclusion of the Company's next
annual general meeting or the date that is six months after the
date of the General Meeting.
Notice convening the General Meeting to be held at 10:00 a.m. on
25 May 2021 at Brettenham House, 19 Lancaster Place, London, WC2E
7EN will be set out in a Circular sent to shareholders
tomorrow.
4. RECOMMATION
Prior to launch of the Placing and the Open Offer, the Company
consulted with a significant number of its Shareholders to gauge
their feedback as to the transaction and the terms of the Issue,
including the Placing. Feedback from this consultation was
supportive and as a result the Board chose to proceed with the
Issue.
The Directors consider the Issue and the Resolutions to be in
the best interests of Shareholders taken as a whole.
Accordingly, the Directors unanimously recommend that
Shareholders vote in favour of the Resolutions to be put to the
General Meeting, as they intend to do, or procure, in respect of
any of their own beneficial holdings, amounting to 473,446 Ordinary
Shares in aggregate, representing approximately 0.3% of the
Existing Ordinary Shares as at the Last Practicable Date.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Time for entitlement under
the Open Offer for Qualifying CREST
Shareholders and Qualifying Non-CREST
Shareholders 6:00 p.m. on 4 May 2021
Announcement of the Placing and the
Open Offer 4:35 p.m. on 5 May 2021
Launch of the Bookbuild Immediately following
4:35 p.m. on 5 May 2021
Announcement of the results of the
Placing 6 May 2021
Publication and posting of th e Circular
(including the Notice of General
Meeting) and Forms of Proxy, and
despatch of Application Forms to
Qualifying Non-CREST Shareholders 6 May 2021
Record Time for entitlement under
the Open Offer for Qualifying Euroclear 6:00 p.m. (CEST) on
Shareholders 6 May 2021
Existing Ordinary Shares marked "ex"
by Euronext Amsterdam and the London
Stock Exchange 8:00 a.m. on 7 May 2021
Open Offer Entitlements and Excess
Open Offer Entitlements credited
to stock accounts of Qualifying CREST
Shareholders in CREST By 7 May 2021
Open Offer Entitlements and Excess
Open Offer Entitlements enabled in
CREST 7 May 2021
Euroclear Open Offer Entitlements
and Excess Euroclear Open Offer Entitlements
credited to appropriate stock accounts
held with Intermediaries for Qualifying
Euroclear Shareholders 7 May 2021
Recommended latest time for requesting
withdrawal of Open Offer Entitlements
and Excess Open Offer Entitlements 4:30 p.m. on 17 May
from CREST 2021
Latest time for depositing Open Offer
Entitlements and Excess Open Offer 3:00 p.m. on 18 May
Entitlements into CREST 2021
Latest time for splitting Application
Forms (to satisfy bona fide market 3:00 p.m. on 19 May
claims only) 2021
Latest time for payment in full by
applying Qualifying Euroclear Shareholders 2:00 p.m. (CEST) on
via their Intermediaries 20 May 2021
Latest time for receipt of Forms
of Proxy by registered Shareholders 10:00 a.m. on 21 May
for the General Meeting 2021
Latest time for receipt of completed
Application Forms and payment in
full under the Open Offer and settlement
of relevant CREST instructions (as 11:00 a.m. on 21 May
appropriate) 2021
General Meeting 10:00 a.m. on 25 May
2021
Announcement of the results of the
General Meeting and the Open Offer 25 May 2021
Date of Admission and commencement
of dealings in New Ordinary Shares
on AIM and Euronext Amsterdam 26 May 2021
New Ordinary Shares credited to CREST
stock accounts (Qualifying CREST
Shareholders only) and to stock accounts
held with Intermediaries (Qualifying
Euroclear Shareholders only) 26 May 2021
Despatch of definitive share certificates
for the New Ordinary Shares in certificated
form 9 June 2021
Notes
1. The times and dates set out in the expected timetable of
principal events above are indicative only and may be adjusted by
the Company in which event details of the new times and dates will,
if appropriate, be notified to Euronext Amsterdam and the London
Stock Exchange and/or Qualifying Shareholders.
2. Any reference to a time in this Announcement is to London
time, unless otherwise specified. References to "BST" and "CEST" in
this Announcement are to British Summer Time and Central European
Summer Time, respectively.
KEY RISK FACTORS
Any investment in Accsys or in the New Ordinary Shares carries a
number of risks. Certain key risks and uncertainties associated
with an investment in Accsys are described below. However, these
risks and uncertainties are not, and are not intended to be, an
exhaustive description of all the risks and uncertainties facing
the Group. Any person considering whether to acquire Placing Shares
in the Placing should carry out their own investigations regarding
the risks and uncertainties facing the Group.
(a) Health, safety and environmental (HSE) and product liability
risks. The Group's business exposes it to health and safety risks
that are inherent to any industrial chemicals company, such as the
risks associated with the use of hazardous toxic chemicals, the
risk of explosion of facilities that run under heat and pressure,
together with the risks associated with handling large volumes of
timber and inherent HSE risks in carrying out construction
projects.
(b) There is no certainty that the Accoya(R) USA JV Investment
will proceed or that the proposed Accoya(R) USA Plant will be
constructed . The Group has not yet entered into final, binding
agreements with Eastman in respect of the Accoya(R) USA JV
Investment, nor has the Accoya(R) USA JV entered into binding
agreements with providers of the debt financing required to fund
the construction of the proposed Accoya(R) USA Plant, and it is
therefore possible that the Accoya(R) USA JV Investment will not
proceed and that the proposed Accoya(R) USA Plant may not be
constructed in accordance with the timescales anticipated by the
Board, or at all. In addition, even if the Accoya (R) USA JV
Investment does proceed, it is possible that some or all of the
expected benefits of the investment may not be achieved, or may
take longer than expected to be realised, and other assumptions
upon which the Board will determine the terms of the Accoya(R) USA
JV Investment may prove to be incorrect, including as a result of
as yet unforeseen construction or operational issues .
(c) The Group may be unable to deliver its current strategy for
the further expansion of its manufacturing capacity and signi cant
delays, cost overruns and/or other disruptions may impact the pro
tability of the Group's key projects and the Group overall. In
particular, the delays affecting the final stages of the
construction of the Tricoya (R) Hull Plant may result in the costs
ultimately incurred by the Group to complete the project being
materially greater than expected.
(d) If there were to be further outbreaks of COVID-19, or a
material economic recession, either globally or in the Group's key
markets, this could materially affect the Group's business,
results, financial condition and prospects in an adverse way.
(e) The Group may suffer losses if a licensee, contractor or
other counterparty were to fail to perform and/or provide funding
for investments as contracted, or as expected, and could be
adversely affected if it is unable to procure raw materials from
specific suppliers.
(f) The Group's indebtedness exposes the Group to risks
associated with borrowing , potentially curtailing the Group's
ability to pay dividends and requires the Group to dedicate a
substantial portion of its cash ow from operations to the repayment
of its indebtedness.
(g) The Group's success depends signi cantly on its ability to
sell its products, achieve wider adoption of Accoya (R) and further
market acceptance of Tricoya (R) and, if the Group is unable to
achieve this, it may be unable to maintain a sustainable or pro
table business.
(h) The Group is exposed to risks relating to uctuations in
currency exchange rates. The Group's nancial statements are
expressed in euro. Given that the Group has operations in the UK
and is proposing to invest in a joint venture based in the USA, it
is exposed to movements in currency exchange rates, including on
the translation of nancial information of businesses whose
operational currencies are other than euro. Fluctuations in the
exchange rates between the euro and other currencies could
therefore affect the Group's profitability and its reported results
from year to year.
(i) The Group may be adversely affected by macroeconomic
conditions including any increase in the costs of key raw
materials. The Group's ability to operate profitably is affected by
the cost and availability of key inputs. The factors that influence
the cost of these inputs are unpredictable and include operational
issues, natural disasters, weather and economic conditions.
APPIX II
DEFINITIONS
In addition to the terms defined elsewhere in this Announcement,
the following definitions apply throughout this Announcement
(unless the context otherwise requires):
"ABN AMRO" ABN AMRO Bank N.V.;
"Accoya(R) USA JV" Accoya USA LLC, a joint venture
company between Accsys and Eastman
in which Accsys holds, and intends
to hold following completion of
the Accoya(R) USA JV Investment,
a 60% equity interest (with Eastman
holding the remaining 40% equity
interest);
"Accoya(R) USA JV Investment" the proposed investment by the
Group in the Accoya(R) USA JV of
up to approximately $39 million,
with such investment intended primarily
to fund the design, construction
and initial operation of the Accoya(R)
USA Plant;
"Accoya(R) USA Plant" the Accoya(R) solid wood acetylation
plant proposed to be built by the
Accoya(R) USA JV at Eastman's industrial
park in Kingsport, Tennessee with
a targeted initial production capacity
of 40,000m(3) of Accoya(R) per
annum;
"Admission" the admission of the New Ordinary
Shares to listing and trading on
Euronext Amsterdam and to trading
on AIM;
"Admitted Institution" an admitted institution (aangesloten
instelling) of Euroclear Nederland
within the meaning of the Dutch
Securities Giro Act (Wet giraal
effectenverkeer), which holds a
collective depot (verzameldepot)
in relation to Euroclear Shares;
"AFM" the Dutch Authority for the Financial
Markets (Stichting Autoriteit Financiƫle
Markten);
"AIM" the Alternative Investment Market,
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;
"Application Form" the personalised application form
on which Qualifying Non-CREST Shareholders
may apply for New Ordinary Shares
under the Open Offer;
"Arnhem Plant" the Group's Accoya(R) production
facility in Arnhem, the Netherlands;
"Articles of Association" the articles of association of
Accsys, as amended from time to
time;
"Board" or "Directors" the directors of the Company at
the date of this Announcement;
"Companies Act" the Companies Act 2006 of England
and Wales;
"Company" or "Accsys" Accsys Technologies PLC;
"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;
"Disclosure Guidance and the Disclosure Guidance and Transparency
Transparency Rules" Rules made by the Financial Services
Authority pursuant to Part VI of
FSMA (as set out in the FCA Handbook),
as amended;
"Eastman" Eastman Chemical Company;
"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" the Dutch Central Institute for
Giro Securities Transactions (Nederlands
Centraal Instituut voor Giraal
Effectenverkeer B.V.), trading
as Euroclear Nederland;
"Euroclear Open Offer the entitlement of a Qualifying
Entitlement" Euroclear Shareholder, pursuant
to the Open Offer, to apply to
acquire an interest in Open Offer
Shares pursuant to, and subject
to the terms of, the Open Offer;
"Euroclear Shares" 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 admitted to listing
and trading on Euronext Amsterdam;
"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);
"Excess Application Facility" the arrangement pursuant to which
Qualifying Shareholders may apply
for New Ordinary Shares in excess
of their Open Offer Entitlements;
"Excess Open Offer Entitlements" in respect of each Qualifying Shareholder,
the conditional entitlement to
apply for Excess Open Offer Shares
(or, in the case of Qualifying
Euroclear Shareholders, the conditional
entitlement to apply for an interest
in Excess Open Offer Shares) under
the Excess Application Facility,
which are subject to allocation
in accordance with this document;
"Excess Open Offer Shares" the New Ordinary Shares which Qualifying
Shareholders will be invited to
acquire (or, in the case of Qualifying
Euroclear Shareholders, in which
they will be invited to acquire
an interest) pursuant to the Excess
Application Facility;
"Existing Ordinary Shares" the existing Ordinary Shares in
issue at the date of this Announcement;
"Financial Conduct Authority" the Financial Conduct Authority
or "FCA" of the UK;
"Form of Proxy" the form of proxy for use at the
General Meeting which will accompany
the Circular;
"FSMA" the Financial Services and Markets
Act 2000 (as amended);
"FY17" the twelve months ending 31 March
2017;
"FY21" the twelve months ending 31 March
2021;
"FY22" the twelve months ending 31 March
2022;
"General Meeting" the general meeting of the Company
to be convened pursuant to the
Notice;
"Group" Accsys and its existing subsidiary
undertakings (and, where the context
permits, each of them);
"Hull Plant" the Tricoya(R) wood chip acetylation
plant currently being built at
the Saltend Chemical Park in Hull
with a targeted initial production
capacity of 30,000 metric tonnes;
"Intermediary" an Admitted Institution or an investment
firm or bank within the meaning
of the Dutch Financial Supervision
Act (Wet op het financieel toezicht),
which holds a collective depot
(verzameldepot) in relation to
Euroclear Shares;
"Investec" Investec Bank plc;
"Issue" together, the Placing and the Open
Offer;
"Joint Bookrunners" Numis, Investec and ABN AMRO;
"Joint Financial Advisers" Numis and Investec;
or "Joint Brokers"
"Last Practicable Date" 5 May 2021, being the last practicable
date prior to the publication of
the Circular;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the new Ordinary Shares to be issued
pursuant to the Issue;
"Notice" the notice convening the General
Meeting, set out at the end of
the Circular;
"Numis" or "Nominated Numis Securities Limited;
Adviser"
"NYSE" the New York Stock Exchange;
"Open Offer" the conditional invitation to Qualifying
Shareholders (other than, subject
to certain exceptions, Restricted
Shareholders and persons in the
United States) to apply to acquire
the Open Offer Shares and Excess
Open Offer Shares (or, in the case
of Qualifying Euroclear Shareholders,
to acquire an interest in the Open
Offer Shares and Excess Open Offer
Shares) pursuant to, and subject
to the terms of, the Open Offer
set out in the Circular, and, in
the case of Qualifying Non-CREST
Shareholders, the Application Form;
"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, the entitlement
to apply to acquire an interest
in Open Offer Shares);
"Open Offer Shares" the New Ordinary Shares which Qualifying
Shareholders will be invited to
acquire (or, in the case of Qualifying
Euroclear Shareholders, in which
they will be invited to acquire
an interest) pursuant to the Open
Offer;
"Ordinary Shares" the ordinary shares of EUR0.05
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 this Announcement;
"Placing Shares" the New Ordinary Shares which are
the subject of the Placing;
"Placing and Open Offer the agreement dated 5 May 2021
Agreement" between the Company and the Joint
Bookrunners relating to the Placing
and the Open Offer;
"Qualifying CREST Shareholders" Qualifying Shareholders (other
than Qualifying Euroclear Shareholders)
holding Ordinary Shares in uncertificated
form in CREST;
"Qualifying Euroclear holders of a stock account with
Shareholders" an Intermediary which at the Record
Time includes Euroclear Shares,
resulting in the holders having
an interest in the relevant Intermediary's
collective depot (verzameldepot)
of Euroclear Shares;
"Qualifying Non-CREST Qualifying Shareholders (other
Shareholders" than Qualifying 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 (and including,
where the context permits, Qualifying
Euroclear Shareholders);
"Record Time" (i) in respect of Qualifying CREST
Shareholders and Qualifying Non-CREST
Shareholders, 6:00 p.m. (BST) on
4 May 2021 and (ii) in respect
of Qualifying Euroclear Shareholders,
6:00 p.m. (CEST) on 6 May 2021;
"Resolutions" the resolutions to be proposed
at the General Meeting, as set
out in the Notice;
"Restricted Jurisdictions" Australia, Canada, Japan, the Republic
of South Africa, Switzerland and
any other jurisdiction where the
extension or availability of the
Open Offer would breach applicable
law, 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;
"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 III
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 2(E) 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, ALSO (III) ARE 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 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 "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 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 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 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 ("Numis"),
Investec Bank plc ("Investec") 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. For the purposes of
this Announcement, references to Investec shall also include
Investec Europe Limited (trading as Investec Europe), acting as
agent on behalf of Investec Bank plc in certain jurisdictions in
the EEA.
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 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
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, Numis, Investec 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 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 subscribers for the Placing Shares in such number and at
such price, 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 Placing 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 Placing Price.
Pursuant to the terms of the Placing Agreement, the Placing is
subject to certain conditions (including, inter alia, Admission).
The Joint Bookrunners also have the right to terminate the Placing
Agreement in certain circumstances. Further details of the Placing
Agreement are set out below.
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.
The Joint Bookrunners are not acting for the Company with
respect to the open offer described in this Announcement (the "Open
Offer").
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. on 26 May 2021 (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 the single price payable per Placing Share by each
Placee (the "Placing Price") and demand for participation in the
Placing by Placees. 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. Numis, Investec and ABN AMRO are acting 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 Placing Price and the number of Placing Shares to be
allocated to Placees, 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). The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed.
5. The Placing Price and the number of Placing Shares to be
issued will be agreed between the Joint Bookrunners and the Company
following completion of the Bookbuild. The Placing Price and 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 where they are resident in the Netherlands or at Numis or
Investec where 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 Placing
Price ultimately established by the Company and the Joint
Bookrunners or at prices up to a price limit specified in its bid.
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. The Bookbuild is expected to close no later than 6.00 a.m. on
6 May 2021 but may be closed earlier or later at the absolute
discretion of the Joint Bookrunners and the Company. The Joint
Bookrunners may, in agreement with the Company, accept bids that
are received after the Bookbuild has closed.
9. 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 Numis,
Investec, ABN AMRO and the Company to subscribe for the number of
Placing Shares allocated to it at the Placing Price on the terms
and conditions set out in this Appendix and in accordance with the
Company's articles of association. 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.
10. Each Placee will have an immediate, separate, irrevocable
and binding obligation owed to the Joint Bookruners, 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 Placing
Price and the number of Placing Shares such Placee has agreed to
subscribe for and the Company has agreed to allot.
11. 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 Placing Price and the aggregate number of
Placing Shares to be issued.
12. 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".
13. 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.
14. 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 Placing Agreement.
15. To the fullest extent permissible by law, none of Numis,
Investec 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, none 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 posting of the circular referred to in the first part of
this Announcement (the "Circular") to the shareholders of the
Company and such other persons (if any) entitled to receive the
notice of the general meeting of the Company set out in the
Circular (the "Notice of General Meeting);
(b) the Joint Bookrunners and the Company entering into the Terms of Sale;
(c) the passing of the resolutions set out in the Notice of
General Meeting (the "Resolutions") without material amendment at
the general meeting of the Company to be convened pursuant to the
Notice of General Meeting and those Resolutions remaining in force
until at least immediately prior to Admission;
(d) the Company allotting the Placing Shares, prior to and
conditional only on Admission in accordance with the Placing
Agreement;
(e) the Placing Agreement not having been terminated in
accordance with its terms prior to Admission; and
(f) Admission in respect of the Placing Shares taking place by
not later than 8.00 a.m. on 26 May 2021 (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
conditions set out at paragraph (a), (b) and (f) 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, Numis, Investec, 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 Numis, Investec, 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 any
Joint Bookrunner considers (acting in good faith) to be material in
the context of the Company and its subsidiaries (the "Group") taken
as a whole or the Placing or the Open Offer; (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 any 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 or the Open Offer; (iii) breach
of the obligations of the Company contained in the Placing
Agreement to the extent any 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 or the Open Offer; (iv) either
application for Admission being withdrawn by the Company and/or
refused by the London Stock Exchange or Euronext Amsterdam (as
applicable); (v) the occurrence, in the good faith opinion of any
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; (vi) the occurrence of certain force majeure events which
any 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 Open Offer and/or Admission and/or
post-Admission dealings in the Placing Shares impracticable or
inadvisable in any material respect; or (vii) the cancellation or
suspension by the London Stock Exchange or Euronext Amsterdam of
trading in the Company's securities which any Joint Bookrunner
(acting in good faith) believes would make it inadvisable or
impracticable to proceed with the Placing and considers to be
material in the context of the Group taken as a whole or the
Placing.
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 none
of the Joint Bookrunners need make any reference to the Placees
prior to such exercise and that none of the Joint Bookrunners or
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
Financiƫle 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 none 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 Placing Price, the aggregate amount owed by such
Placee to Numis, Investec 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 Numis who will transfer those Placing Shares allocated
to Placees by Investec or 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 Numis, Investec
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. on 26 May 2021 on a
delivery versus payment basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by
Numis, Investec or 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, at the rate of two percentage points above
prevailing LIBOR as determined by Numis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Numis, Investec 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.
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, none of the Joint Bookrunners or 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 none 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. None 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 Numis, Investec 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 none 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 none
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. Investec does not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so;
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
IOEUVUVRAKUVRAR
(END) Dow Jones Newswires
May 05, 2021 11:37 ET (15:37 GMT)
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