TIDMAXS
RNS Number : 1825U
Accsys Technologies PLC
21 November 2023
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" or "Group")
Results of Capital Raise raising gross proceeds of c.EUR34.2
million
Accsys, the fast-growing company that enhances the natural
properties of wood to make high performance and sustainable
building products, announces a c.EUR 34.2 million Capital Raise (of
which c.EUR24.2 million is new money for the Company) by way of a
successful Placing and Subscription and CLN Issuance.
Placing and Subscription
The Placing and Subscription of New Ordinary Shares will raise
gross proceeds of EUR13.2 million. 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 19,127,888 New Ordinary Shares at a price of
69.35 Euro cents (61 GBP pence) per ordinary share (the "Issue
Price").
Steven Salo, Chief Financial Officer, has subscribed for 16,393
New Ordinary Shares at the Issue Price through the Subscription
representing an investment of approximately GBP10,000.
A total of 19,144,281 New Ordinary Shares will be issued
pursuant to the Placing and Subscription, representing 8.7% of the
Company's existing issued share capital.
CLN Issuance
The CLN Issuance will raise gross proceeds of EUR21 million (of
which EUR11 million is new money for the Company). The CLN Issuance
includes the refinancing and discharge of the existing 2022 EUR10
million convertible loan.
As at the date of the CLN Issuance (subject to adjustments), the
total number of Ordinary Shares that could be issued pursuant to
the New CLNs and potential rolled up PIK interest will be
31,824,510, representing 14.5% of the Company's current issued
ordinary share capital.
As announced within the Launch Announcement, the New CLNs have a
6 year term and carry a fixed rate coupon of 9.5% for the first 2.5
years which will be rolled up and deferred and at the CLN holder's
discretion either (i) converted into shares (ii) paid in cash over
the remaining 3.5 years (ii) or partially converted with the
residual interest paid in cash over the remaining 3.5 years.
Further detail is contained within the Launch Announcement.
Application for Admission and Total Voting Rights
The Issue is conditional, inter alia, upon the Admission
becoming effective. Application will be made for 19,144,281 New
Ordinary Shares connected with the Placing and Subscription 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 23 November
2023 .
Following Admission, the Company's issued ordinary share capital
will comprise 239,301,165 Ordinary Shares, each with voting rights.
This figure of 239,301,165 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.
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.
For further information, please contact: Accsys Technologies PLC ir@accsysplc.com
Katharine Rycroft, Investor Relations
========================================= ======================
Deutsche Numis (London)
Nominated Adviser, Joint Bookrunner
and Broker
Oliver Hardy (NOMAD), Ben Stoop +44 (0) 20 7260 1000
========================================= ======================
ABN AMRO Bank N.V. (Amsterdam)
Joint Bookrunner
Julie Wakkie, Diederik Berend +31 20 628 5789
========================================= ======================
FTI - PR
Matthew O'Keeffe, Alex Le May, Georgia
Badcock +44 (0) 20 3727 1340
========================================= ======================
The person responsible for making this announcement is Nick
Hartigan, General Counsel and Company Secretary, Accsys
Technologies PLC.
Director/PDMR Shareholding
The Notification of Dealing Form set out below are provided in
accordance with the requirements of the UK Market Abuse
Regulation.
1. Details of the person discharging managerial responsibilities
/ person closely associated
Name Steven Salo
---------------------------------------- -----------------------------------
2. Reason for the Notification
-----------------------------------------------------------------------------
Position/Status Chief Financial Officer
---------------------------------------- -----------------------------------
Initial notification/amendment Initial notification
---------------------------------------- -----------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer, or auction monitor
-----------------------------------------------------------------------------
Name Accsys Technologies plc
---------------------------------------- -----------------------------------
LEI 213800HKRFK8PNUNV581
---------------------------------------- -----------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------------
Description of the Financial Ordinary shares of EUR0.05 each
instrument, type of instrument in Accsys Technologies plc
---------------------------------------- -----------------------------------
Identification code GB00BQQFX454
---------------------------------------- -----------------------------------
Nature of the Transaction Subscription for New Ordinary
Shares
---------------------------------------- -----------------------------------
Price(s) and volume(s) Price(s) Volume(s)
---------------------------------------- ----------------- ----------------
61 pence 16,393
--------------------------------------------------------------- ----------------
Aggregated information: Purchase of 16,393 New Ordinary
Aggregated volume Shares at 61 pence per share
As above
---------------------------------------- ----------------------------------------
Date of the transaction 21 November 2023
---------------------------------------- ----------------------------------------
Place of the transaction Outside a trading venue
---------------------------------------- ----------------------------------------
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 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 are also
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
Deutsche Numis is authorised and regulated in the United Kingdom
by the FCA . Deutsche Numis 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.
Deutsche 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, neither 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
ROIFEIFIFEDSEDF
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November 21, 2023 10:37 ET (15:37 GMT)
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