TIDMAXS
RNS Number : 7724X
Accsys Technologies PLC
06 May 2021
AIM: AXS
Euronext Amsterdam: AXS
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")
Posting of Circular and Notice of General Meeting
and
Publication of Dutch Information Document
Accsys, the fast-growing and eco-friendly company that combines
chemistry and technology to create high performance, sustainable
wood building products, announces that, further to its announcement
yesterday afternoon regarding the proposed Issue (the "Launch
Announcement"), a Circular (including notice of a General Meeting),
a Form of Proxy and (where applicable) an Application Form are
today being posted to Shareholders. The General Meeting will be at
10:00 a.m. on 25 May 2021 at Brettenham House, 19 Lancaster Place,
London, WC2E 7EN.
Given the continued social distancing and other safety measures
imposed by the Government as a result of COVID-19, Shareholders are
strongly advised not to attend the General Meeting in person, but
instead appoint the Chairman of the meeting as proxy to vote on
your behalf. Shareholders are, however, encouraged to submit any
questions that they may otherwise have wished to raise in person at
the General Meeting to the Company in advance of the General
Meeting by email, addressed to: egm2021@accsysplc.com . The
Company's priority remains the safety and security of Shareholders
and colleagues, and Shareholders will be updated should the plans
for the General Meeting change in light of future developments.
A copy of the Circular will also be made available on the
Company's website at www.accsysplc.com. In addition, for the sole
purpose of making the Open Offer in the Netherlands, the Company
will also 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 .
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
Financiële Markten) (the "AFM") .
Capitalised terms used, and note defined elsewhere, in this
announcement shall have the meaning given to them in the Launch
Announcement.
Attention! This investment falls outside AFM supervision. No
prospectus required for this activity.
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 +44 (0) 20 7597 5970
ABN Amro (Amsterdam)
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 (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 will 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 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.
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END
NOGDZGGKRVNGMZG
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