TIDMAXS
RNS Number : 7543X
Accsys Technologies PLC
06 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")
Results of Placing raising gross proceeds of approximately EUR 33 million
and
Open Offer to raise gross proceeds of up to EUR 4 million
Accsys, the fast-growing and eco-friendly company that combines
chemistry and technology to create high performance, sustainable
wood building products, announces the successful placing of New
Ordinary Shares to raise gross proceeds of approximately EUR 33
million.
Further to the Company's announcement yesterday afternoon
regarding the proposed Placing to be conducted by way of the
Bookbuild ("Launch Announcement"), the Company has conditionally
placed 20,005,325 New Ordinary Shares at an offer price of EUR1.65
(GBP1.40 ) per share (the "Offer Price") , raising gross Placing
proceeds of approximately EUR33million.
The Placing Shares represent approximately 11.8 % of the
Company's existing issued share capital. The Offer Price represents
a discount of approximately 3.7% to the closing price of the
Ordinary Shares on Euronext Amsterdam of EUR1.714 and a discount of
approximately 3.8% to the closing price of the Ordinary Shares on
AIM of GBP1.455 , in each case on 5 May 2021.
Open Offer
In addition to the Placing, the Company intends to provide all
Qualifying Shareholders (other than those resident or located in
certain restricted jurisdictions) with the opportunity to subscribe
for an aggregate of up to 2,418,918 Open Offer Shares at the Offer
Price, to raise gross proceeds of up to approximately EUR4 million,
on the basis of 1 Open Offer Share for every 70 Existing Ordinary
Shares held at the Record Time. Qualifying Shareholders subscribing
for their full entitlement under the Open Offer may also apply for
Excess Open Offer Shares through an excess application
facility.
The Company intends shortly to publish the Circular, containing
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 shortly to publish on its website 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.
Attention! This investment falls outside AFM supervision. No
prospectus required for this activity.
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").
General Meeting
The Placing and the Open Offer are each conditional upon
customary matters, including the approval by Shareholders of the
resolutions to be proposed at the General Meeting on 25 May 2021 at
Brettenham House, 19 Lancaster Place, London, WC2E 7EN . Notice of
the General Meeting will be set out in the Circular that is
expected to be sent to Shareholders later today. The Circular,
including the Notice of General Meeting, will also be made
available on the Company's website at www.accsysplc.com.
Rob Harris, CEO, commented:
"Today's successful equity fundraise represents further progress
on our strategy and will allow us to increase the production of our
high-performance and sustainable products for which demand
continues to exceed supply.
The fundraise allows us to build on the strong financial
performance we have had this year as we increase production in the
Netherlands, UK and intend to do so in the US through our joint
venture with Eastman Chemical Company to build an Accoya(R) plant.
This expansion will help us to reach our '5X' growth ambition to
increase our production capacity to 200,000m(3) per annum by 2025
and meet this growing demand.
On behalf of my Accsys colleagues, I would like to thank our
existing shareholders for their continued support of our
fast-growing business, and welcome new investors who will become
shareholders as a result of this Issue."
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
============================================ ======================
Capitalised terms used, and not defined elsewhere, in this
announcement shall have the meaning given to them in the Launch
Announcement, save where the context requires otherwise.
Application for Admission
Application will be made for up to 22,424,243 New Ordinary
Shares to be admitted to listing and trading on Euronext Amsterdam
and to trading on AIM. It is expected that Admission will become
effective and that dealings in the New Ordinary Shares will
commence on Euronext Amsterdam and on AIM at 8:00 a.m. (BST) on 26
May 2021.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Time for entitlement 6:00 p.m. on 4 May
under the Open Offer for Qualifying 2021
CREST Shareholders and Qualifying
Non-CREST Shareholders
Announcement of the Placing 4:35 p.m. on 5 May
and the Open Offer 2021
Publication and posting of the 6 May 2021
Circular (including the Notice
of General Meeting) and Forms
of Proxy, and despatch of Application
Forms to Qualifying Non-CREST
Shareholders
Record Time for entitlement 6:00 p.m. (CEST) on
under the Open Offer for Qualifying 6 May 2021
Euroclear Shareholders
Existing Ordinary Shares marked 8:00 a.m. on 7 May
"ex" by Euronext Amsterdam and 2021
the London Stock Exchange
Open Offer Entitlements and By 7 May 2021
Excess Open Offer Entitlements
credited to stock accounts of
Qualifying CREST Shareholders
in CREST
Open Offer Entitlements and 7 May 2021
Excess Open Offer Entitlements
enabled in CREST
Euroclear Open Offer Entitlements 7 May 2021
and Excess Euroclear Open Offer
Entitlements credited to appropriate
stock accounts held with Intermediaries
for Qualifying Euroclear Shareholders
Recommended latest time for 4:30 p.m. on 17 May
requesting withdrawal of Open 2021
Offer Entitlements and Excess
Open Offer Entitlements from
CREST
Latest time for depositing Open 3:00 p.m. on 18 May
Offer Entitlements and Excess 2021
Open Offer Entitlements into
CREST
Latest time for splitting Application 3:00 p.m. on 19 May
Forms (to satisfy bona fide 2021
market claims only)
Latest time for payment in full 2:00 p.m. (CEST) on
by applying Qualifying Euroclear 20 May 2021
Shareholders via their Intermediaries
Latest time for receipt of Forms 10:00 a.m. on 21 May
of Proxy by registered Shareholders 2021
for the General Meeting
Latest time for receipt of completed 11:00 a.m. on 21 May
Application Forms and payment 2021
in full under the Open Offer
and settlement of relevant CREST
instructions (as appropriate)
General Meeting 10:00 a.m. on 25 May
2021
Announcement of the results 25 May 2021
of the General Meeting and the
Open Offer
Date of Admission and commencement 26 May 2021
of dealings in New Ordinary
Shares on AIM and Euronext Amsterdam
New Ordinary Shares credited 26 May 2021
to CREST stock accounts (Qualifying
CREST Shareholders only) and
to stock accounts held with
Intermediaries (Qualifying Euroclear
Shareholders only)
Despatch of definitive share 9 June 2021
certificates for the New Ordinary
Shares in certificated form
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.
IMPORTANT NOTICES
This announcement (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. 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 Banks 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.
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).
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. Upon publication of this Announcement, the
inside information is now considered to be in the public domain.
The person responsible for arranging for the release of this
Announcement on behalf of Accsys is Angus Dodwell, Legal Counsel
& Company Secretary.
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