TIDMAXS
RNS Number : 8104M
Accsys Technologies PLC
25 May 2022
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", the "Company" or "Group")
Results of Equity Issue raising gross proceeds of approximately
EUR20 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 Issue of New
Ordinary Shares to raise gross proceeds of approximately EUR20
million (approximately EUR19 million net of expenses).
Further to the Company's announcement earlier today regarding
the proposed Placing to be conducted by way of the Bookbuild
("Launch Announcement"), the Company has placed 13,606,112 New
Ordinary Shares at a price of 145 euro cents (123 pence) per share
(the "Issue Price").
In addition, Accsys Directors Stephen Odell, Chairman, Rob
Harris, CEO, and Nick Meyer, NED, have also subscribed for 186,991
New Ordinary Shares at the Issue Price through a Subscription
representing, in aggregate, a total investment of c.GBP230,000.
The Issue is not subject to shareholder approval.
The total 13,793,103 New Ordinary Shares represent approximately
7.2% of the Company's existing issued share capital. The Issue
Price represents a discount of approximately 10.3% to the closing
price of the Ordinary Shares on Euronext Amsterdam of 161.6 euro
cents, and a discount of approximately 8.4% to the closing price of
the Ordinary Shares on the AIM market of the London Stock Exchange
of 134.25 pence, in each case at close of business on 24 May
2022.
Rob Harris, CEO, commented:
"The successful fundraising announced today strengthens Accsys'
balance sheet, increases liquidity headroom and ensures delivery of
our key growth projects. With this funding now in place, Accsys
looks forward to continuing to deliver its targeted fivefold
increase in production capacity over the coming years and meeting
the demand from our customers.
"On behalf of the Accsys team, I would like to thank our
shareholders for the support that they have again demonstrated, and
we look to the future with confidence."
For further information, please contact: Accsys Technologies PLC ir@accsysplc.com
Sarah Ogilvie, Investor Relations
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Numis Securities (London)
Nominated Adviser, Joint Bookrunner and
Joint Broker
Oliver Hardy (NOMAD), Ben Stoop, Hannah +44 (0) 20 7260
Boros 1000
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Investec Bank plc (London)
Joint Bookrunner and Joint Broker +44 (0) 20 7597
Carlton Nelson, Alex Wright, Harry Hargreaves 5970
================================================ =================
ABN AMRO (Amsterdam)
Joint Bookrunner
Dennis van Helmond, Diederik Berend +31 20 344 2000
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FTI Consulting (UK) +44 (0) 20 3727
Matthew O'Keeffe, Alex Le May 1340
================================================ =================
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 and Total Voting Rights
The Issue is conditional, inter alia, upon the Admission
becoming effective. Application will be made for 13,793,103 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 30
May 2022.
Following Admission, the Company's issued ordinary share capital
will comprise 206,554,425 Ordinary Shares, each with voting rights.
This figure of 206,554,425 may therefore be used by Shareholders as
the denominator for the calculations by which they may determine if
they are required to notify their interest in, or a change to their
interest in, the Company's securities under the FCA's Disclosure
Guidance and Transparency Rules.
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 the
Placing and no such prospectus is required (in accordance with the
EU Prospectus Regulation or the UK Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only. The Placing is directed
only at persons who are: (a) if in a member state of the European
Economic Area, persons who are qualified investors within the
meaning of article 2(e) of the EU Prospectus Regulation; (b) if in
the United Kingdom, persons who (i) are "investment professionals"
specified in article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") and/or (ii)
fall within article 49(2)(a) to (d) of the Order (and only where
the conditions contained in those articles have been, or will at
the relevant time be, satisfied), and, in each case, who also 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 contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or
prospective investor should consult his, her or its own legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice. The contents of this
Announcement have not been reviewed by any regulatory authority in
the United Kingdom or elsewhere. Each Shareholder or prospective
Shareholder is advised to exercise caution in relation to the
Issue.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any of
the Joint Bookrunners, or by any of their respective partners,
directors, officers, employees, advisers, consultants, affiliates
or agents as to or in relation to, the accuracy, fairness or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Notice to all investors
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, agents 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, agents or affiliates in connection with Accsys or the
New Ordinary Shares or the Issue and nothing in this Announcement
is, or shall be relied upon as, a promise or representation in this
respect, whether as to the past or future. The Joint Bookrunners
accept no liability or responsibility for any loss, costs or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its content or otherwise in
connection therewith or any acts or omissions by the Company. Each
of the Joint Bookrunners and their subsidiary undertakings,
affiliates or any of their directors, officers, employees, advisers
and agents accordingly disclaims to the fullest extent permitted by
law all and any responsibility and liability whether arising in
tort, contract or otherwise (save as referred to above) which it
might otherwise have in respect of this Announcement or any such
statement and no representation, warranty, express or implied, is
made by any of the Joint Bookrunners or any of their respective
partners, directors, officers, employees, advisers, consultants,
agents or affiliates as to the accuracy, fairness, completeness or
sufficiency of the information contained in this Announcement.
In connection with the Issue, the Joint Bookrunners and any of
their affiliates, acting as investors for their own accounts, may
subscribe for or purchase New Ordinary Shares as a principal
position and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such New Ordinary
Shares and other securities of the Company or related investments
in connection with the Issue or otherwise. Accordingly, references
to the New Ordinary Shares being offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any offer
to, or subscription, acquisition, placing or dealing by the Joint
Bookrunners and any of their affiliates acting as investors for
their own accounts. In addition, the Joint Bookrunners or their
affiliates may enter into financing arrangements and swaps in
connection with which they or their affiliates may from time to
time acquire, hold or dispose of New Ordinary Shares. The Joint
Bookrunners have no intention to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
Cautionary statement regarding forward-looking statements
This Announcement contains certain "forward-looking statements".
Words such as "believes", "anticipates", "estimates", "expects",
"intends", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. All statements other than
statements of historical fact included in this Announcement are
forward-looking statements. Forward-looking statements appear in a
number of places throughout this Announcement and include
statements regarding the Directors' or the Company's intentions,
beliefs or current expectations concerning, among other things,
operating results, financial condition, prospects, growth,
expansion plans, strategies, the industry in which the Group
operates and the general economic outlook.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend upon
circumstances that may or may not occur in the future and are
therefore based on current beliefs and expectations about future
events. Forward-looking statements are not guarantees of future
performance. Investors are therefore cautioned that a number of
important factors could cause actual results or outcomes to differ
materially from those expressed in any forward-looking
statements.
Neither the Company, nor any member of the Group, nor any of the
Joint Bookrunners undertakes any obligation to update or revise any
of the forward-looking statements, whether as a result of new
information, future events or otherwise, save in respect of any
requirement under applicable law or regulation (including, without
limitation, FSMA, the AIM Rules for Companies, UK MAR, the Dutch
Financial Supervision Act and EU MAR).
Information to Distributors
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares have been subject to a product approval
process, which has determined that the New Ordinary Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Issue. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the New Ordinary Shares have been subject to a product
approval process, which has determined that such New Ordinary
Shares are: (i) compatible with an end target market of: (a)
investors who meet the criteria of professional clients as defined
in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic UK law by virtue of the European Union
(Withdrawal) Act 2018 and the European Union (Withdrawal Agreement)
Act 2020; (b) eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail
clients who do not meet the definition of professional client under
(b) or eligible counterparty per (c); and (ii) eligible for
distribution through all distribution channels as are permitted by
Directive 2014/65/EU (the "UK target market assessment").
Notwithstanding the UK target market assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK target market assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK target market assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the UK target market assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of
COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the New Ordinary
Shares.
Each distributor is responsible for undertaking its own UK
target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Market Abuse Regulation
This Announcement contains inside information for the purposes
of EU MAR and UK MAR (together, "MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the matters
contained in this Announcement, with the result that certain
persons became aware of such inside information as permitted by
MAR. That inside information is set out in this Announcement and
has been disclosed as soon as possible in accordance with paragraph
7 of article 17 of both EU MAR and UK MAR. Upon the publication of
this Announcement, the inside information is now considered to be
in the public domain and such persons shall therefore cease to be
in possession of inside information in relation to the Company and
its securities.
The person responsible for making this Announcement on behalf of
Accsys is Nick Hartigan, General Counsel & Company
Secretary.
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END
IOEBKPBQNBKDQPB
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