TIDMAXS
RNS Number : 8465A
Accsys Technologies PLC
29 March 2017
AIM: AXS
29 March 2017 Euronext Amsterdam: AXS
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
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THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. ANY DECISION TO
PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE
DISPOSE OF ANY NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS
OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO
THE PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL,
FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF
ACCSYS TECHNOLOGIES PLC AND ON ITS WEBSITE AT WWW.ACCSYSPLC.COM
ACCSYS TECHNOLOGIES PLC
("Accsys" or the "Company")
Accsys secures transformational capacity expansion
EUR68m of Tricoya(R) funding agreed
and
a Firm Placing and Open Offer to raise up to EUR14m
Accsys is pleased to announce that it has entered into
agreements to build, operate and finance the world's first
Tricoya(R) wood chip manufacturing plant (the "Tricoya(R)
Project"), progress with the expansion of our Accoya(R) plant in
the Netherlands and a Firm Placing and Open Offer to raise up to
EUR14 million (before expenses) at the Offer Price of EUR0.69 per
New Ordinary Share.
Highlights
-- The Tricoya(R) Project agreements follow Accsys' strategy
which includes increasing its manufacturing capacity and
commercialising its proprietary intellectual property in order to
generate significantly higher revenue and maximise returns for
shareholders
-- The significant increase in manufacturing capacity will allow
Accsys to meet demand from the substantial and growing markets for
Accoya and Tricoya globally
-- Comprehensive financing arrangements fully fund the building
of a new Tricoya(R) chip plant in Hull, including a combination of
debt and equity from BP, Medite, BGF and Volantis and debt from
RBS
-- Partnerships with BP, Medite and Solvay Acetow, together with
funding, endorse Accsys' patented Accoya(R) and Tricoya(R)
technology and prospects for the future
-- Expansion of Arnhem Accoya(R) plant continues to progress
with completion of the fully funded first stage of expansion to
60,000m(3) of annual capacity expected by the end of 2017
-- Future success of the projects is reinforced by minimum
offtake agreements with Medite and Solvay Acetow
-- Loan interest payments delayed until the new plants are expected to be in operation
-- Firm Placing and Open Offer of new Accsys shares to raise up
to EUR12.2 million (net of expenses), strengthening the Company's
balance sheet in the context of the two significant capital
projects, including funding working capital and maintaining optimal
inventory levels
Accsys has today also announced an update on trading, with sales
volumes of Accoya(R) reaching 31,599m(3) in the ten months from 31
March 2016 to 31 January 2017, an increase of approximately 20%
compared with the same period in the previous year.
Paul Clegg, Chief Executive, commented:
"We are delighted to update our shareholders on these two
transformational projects to secure new manufacturing capacity for
Tricoya(R) wood elements and additional capacity for Accoya(R)
solid wood. These developments will allow us to take advantage of
the growing market opportunity for both Tricoya and Accoya which we
believe to be substantial with demand continuing to grow for both
products.
"Our ongoing relationship with industry leaders, BP, Medite and
Solvay Acetow, and new financial backing from BGF, Volantis and
RBS, are a strong endorsement of Accsys' unique expertise and
technologies. As a result, we are extremely well placed to
capitalise on the significant growth potential for the benefit of
our shareholders.
"These strategic initiatives are underpinned by strong revenue
and demand growth, announced in this morning's trading update and
we are excited about the transformational developments reflected in
today's announcements."
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 ("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 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.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT
Information on the Tricoya(R) Project, the ongoing expansion of
the Arnhem Plant and the Firm Placing and Open Offer is set out
below.
The terms and conditions of the Firm Placing are contained in
Appendix 1 to this Announcement. Capitalised terms in this
Announcement are defined in Appendix 2 to this Announcement. The
Prospectus will also be available on the Company's website:
www.accsysplc.com.
Information on the Tricoya(R) Project, the ongoing expansion of
the Arnhem Plant and the Firm Placing and Open Offer
1. INTRODUCTION
The Company today announces (A) an update on trading, with sales
volumes of Accoya(R) reaching 31,599m(3) in the ten months from 31
March 2016 to 31 January 2017, (B) the entry into and successful
completion of its agreements for the financing, construction and
operation of the Hull Plant with its Tricoya(R) Consortium partners
and (C) its proposal to raise EUR12,006,000 (before expenses)
through the issue of 17,400,000 New Ordinary Shares pursuant to a
Firm Placing and up to EUR2,017,550 (before expenses) through the
issue of up to 2,923,986 New Ordinary Shares pursuant to an Open
Offer.
The expansion of the Arnhem Plant and the entry into the
Tricoya(R) Project agreements represent transformational
developments for the Group and an endorsement of the Company's
technologies and prospects. Set out below is information in respect
of the Arnhem Plant expansion, the first stage of which will
increase Accoya(R) manufacturing capacity by 50%, and in respect of
the Tricoya(R) Project, which will be comprehensively funded by the
Tricoya(R) Consortium in a manner to the benefit of the Group.
The Firm Placing and Open Offer will be at an offer price of
EUR0.69 per New Ordinary Share (the "Offer Price"). The Offer Price
was set having regard to the prevailing market conditions and the
size of the Firm Placing and Open Offer, and is equal to the
Closing Price of EUR0.69 per Ordinary Share on the Last Practicable
Date.
The net proceeds of the Firm Placing will be used to fund
working capital and to strengthen the Company's balance sheet in
the context of the two significant capital projects that it is
undertaking, being the expansion of the Arnhem Plant and the
construction by Tricoya Ventures UK Limited of the Hull Plant. Any
further proceeds raised on subscription under the Open Offer will
supplement the working capital resources of the Group.
The Firm Placing and Open Offer requires the approval of
Shareholders to proceed. The shareholder approvals necessary for
the Firm Placing and Open Offer will be sought at the General
Meeting to be held at 11:00 a.m. on 21 April 2017, the full details
of which are set out in the Notice of General Meeting at the end of
the Prospectus.
Details of the Firm Placing and Open Offer can be found in
section 4 below. Details of the Arnhem Plant expansion can be found
in section 5 below and details of the Tricoya(R) Project can be
found in section 6 below.
2. INFORMATION ON THE COMPANY
The Company is incorporated in England and Wales and has its
shares admitted to trading on AIM and Euronext. The Company is a
chemical technology group focused on the development and
commercialisation of a range of innovative technologies based upon
the acetylation of solid wood and wood elements (wood chips, fibres
and particles) for use as class leading and high performance
environmentally sustainable construction materials.
The Group's principal products are:
-- Accoya(R) , a unique, leading high technology long life solid
wood. Accoya(R) is typically used for windows, external doors,
cladding, siding, decking and structural and civil engineering
projects on account of its world class dimensional stability and
Class 1 durability; and
-- Tricoya(R) wood elements, which are produced using the
Company's proprietary technology for the acetylation of wood chips,
fibres and particles, primarily for use in the fabrication of panel
products. Typical usages include façade cladding/siding and other
secondary exterior applications, window components, door
components, door skins and wet interiors, including wall
linings.
The Group operates the Arnhem Plant, an Accoya(R) production
facility in Arnhem in the Netherlands, which currently has
production capacity of approximately 40,000m(3) of Accoya(R) per
annum. Accoya(R) produced in Arnhem is now being sold across
Europe, North America, Chile, Australia, New Zealand, China, India,
Israel, Mexico, Morocco and South East Asia under 61 Accoya(R)
distributor, supply or agency agreements.
Limited volumes of the Accoya(R) produced are also being sold to
Medite, the Group's historic Tricoya(R) joint development partner
and a member of the Tricoya(R) Consortium, for chipping into
Tricoya(R) and the subsequent production and sale by Medite of
Tricoya(R) Extreme Durable MDF panels ("Medite Tricoya(R) ").
Production and sale of Medite Tricoya(R) from 2012 to date has been
limited to market development, following successful market testing
carried out prior to 2012, but exceeds 17,200m(3) / 1,585,000m(2)
to date.
Further details of the Group's current products and operations
are contained in Part VII (Information on the Accsys Group) of the
Prospectus.
3. CURRENT TRADING AND PROSPECTS
In the 12 months to 30 September 2016, demand for Accoya(R) was
strong despite unexpected supply chain bottleneck issues, with
sales from Arnhem reaching 34,532m(3) , increasing from 33,464m(3)
in the 12 months to 30 September 2015 and from 30,129m(3) in the 12
months to 30 September 2014, notwithstanding price increases
implemented to manage demand, which also increased margins.
In the ten months from 31 March 2016 to 31 January 2017, sales
volume of Accoya(R) was 31,599m(3) , an increase of approximately
20% compared with the same period in the previous year (31 March
2015 to 31 January 2016: 26,262m(3) ). In the ten months from 31
March 2016 to 31 January 2017, total revenue for the Company
increased 10% to EUR45.3 million compared with the same period in
the previous year (source: internal management accounting records).
The strong sales of Accoya(R) during this period were in part
helped by the resolution of the unexpected supply chain bottleneck.
This continued recent increase in sales volumes means that the
Arnhem Plant now operates at or near to maximum production capacity
of approximately 40,000m(3) .
EBITDA for the six months ended 30 September 2016 was EUR(1.3
million) (2015: EUR1.3 million). A number of factors contributed to
a lower EBITDA, including lower licence related income, a change in
timing of the annual plant maintenance stop (which fell in the
first half of the year whereas it fell in the second half of the
previous year), a new pricing regime with Solvay Acetow and higher
costs associated with the formation of the Tricoya(R)
Consortium.
Sales of Medite Tricoya(R) have increased as follows in recent
years:
Year (to 31 December) Sales volume
(m(3) )
2012 949
2013 2,199
2014 3,853
2015 4,150
2016 5,245
Medite Tricoya(R) production volume and sales have, however, to
date been constrained by the limited volume of Accoya(R) available
to produce Tricoya(R) , and the significantly higher cost of
producing Tricoya(R) from chipping Accoya(R) , as compared to
continuous acetylated chip production in a dedicated plant.
Demand for both Accoya(R) and Tricoya(R) has therefore been
growing over a number of years but is now approaching the point
where further growth is constrained by production capacity. The
Directors believe that sales and revenue will continue to grow when
supply increases to meet demand. To capture this growth
opportunity, increased production of Accoya(R) at Arnhem and a
dedicated Tricoya(R) production plant are now required.
4. REASONS FOR THE FIRM PLACING AND OPEN OFFER AND USE OF PROCEEDS
The Company proposes to raise EUR12 million (before expenses) by
way of the Firm Placing and up to EUR2 million (before expenses) by
way of the Open Offer.
The Group intends that the net proceeds of the Firm Placing will
be applied to fund working capital in respect of the Group's
operations, including to maintain optimal inventory levels to
support expected sales growth, and to strengthen the Company's
balance sheet in the context of the two significant capital
projects that it is undertaking, being the expansion of the Arnhem
Plant and the construction by TVUK of the Hull Plant.
Any further proceeds raised on subscription under the Open Offer
will supplement the working capital resources of the Group.
Comprehensive financing arrangements fully fund the construction
of the Hull Plant and the first stage of the Arnhem Plant
expansion. The below table summarises the estimated capital
expenditure and other costs associated with these two significant
capital projects, together with the related funding sources:
Debt Equity Other Total
Significant capital projects -
estimated funding uses
(EUR million)
Arnhem Plant expansion (first
stage) capital expenditure 22.0
Tricoya(R) Project funding requirement 68.2
Working capital and strengthening
the balance sheet 10.2
TOTAL 100.4
Related funding sources
(EUR million)
Tricoya(R) Consortium 33.4 34.4 0.4 68.2
Solvay Acetow Loan Agreement and
licence fees and sale and leaseback
of land at Arnhem 9.5 - 9.2 18.7
Group cash and facilities - - 3.3 3.3
Net proceeds from the Firm Placing - 10.2 - 10.2
TOTAL 42.9 44.6 12.9 100.4
5. ARNHEM PLANT EXPANSION
The Group has begun operations to expand the production capacity
of the Arnhem Plant from current levels of 40,000m(3) per annum to
80,000m(3) per annum in a two-stage expansion programme. Increased
manufacturing capacity resulting from the expansion of the Arnhem
Plant will enable the supply of the growing Accoya(R) market. In
the short term, prior to the Hull Plant becoming commercially
operational and whilst the expanded Arnhem Plant ramps up its
production and sales, the expansion of the Arnhem Plant will enable
the Group to continue to supply greater volumes of Accoya(R) for
use in developing the market for Medite Tricoya(R) .
The Group has planned to invest approximately EUR22 million
towards the capital costs of the first stage of the Arnhem Plant
expansion, which will increase production capacity to 60,000m(3)
per annum. The Group intends to fund this EUR22 million investment
from the following sources: (i) borrowings of approximately EUR9.5
million and licence fees of approximately EUR5 million, in each
case from the Group's European Accoya(R) licensee, Solvay Acetow,
and (ii) the proceeds from the sale and leaseback of the Group's
land at Arnhem in August 2016, being approximately EUR4.2 million.
The balance, and the Company's working capital requirements, are to
be met by the Company's cash resources.
In November 2015 the Company entered into a number of new
agreements with Solvay Acetow which will facilitate the expansion
of the Arnhem Plant. Under the EUR9.5 million Solvay Acetow Loan
Agreement, there is a two year interest payment holiday during
which time any accrued interest is to be capitalised into principal
debt. In addition to the Solvay Acetow Loan Agreement, the new
agreements that the Company entered into with Solvay Acetow include
an off-take agreement, pursuant to which Solvay Acetow has agreed
to purchase a minimum of 76,000m(3) of Accoya(R) from the Arnhem
Plant in aggregate during the years 2016 to 2020 (inclusive), with
annual minimum volumes increasing each year in this period.
The agreements with Solvay Acetow follow a number of years of
sustained and significant growth in Accoya(R) sales. The Arnhem
Plant now operates at or near to maximum production capacity of
approximately 40,000m(3) per annum. In the ten months from 31 March
2016 to 31 January 2017, sales volume of Accoya(R) was 31,599m(3) ,
an increase of approximately 20% compared with the same period in
the previous year (31 March 2015 to 31 January 2016: 26,262m(3) ),
notwithstanding price increases implemented to manage demand, which
also increased margins. The Directors believe that the long-term
market opportunity remains substantial, with annual demand in
excess of 1 million m(3) of Accoya(R) per annum being achievable in
the long term and average gross margins of around 30% being
achievable in the medium term in view of the reduced costs per unit
which could result from increased production.
Work has commenced in respect of the first of the two stages of
the Arnhem Plant expansion. This first stage includes both
installing a third reactor that will increase capacity to a total
of approximately 60,000m(3) per annum and installing the back-bone
infrastructure necessary for further expansion. This first stage of
expansion comprises two key phases: the first of these, which has
involved reconfiguring chemical infrastructure stations, has now
been completed, and allows space for the installation of the third
reactor. The second phase, which will involve the construction and
installation of the third reactor, is expected to complete towards
the end of calendar year 2017.
As the second stage of the Arnhem Plant expansion, a fourth
reactor may be added at a later date, as demand requires. As the
fourth reactor would use the back-bone infrastructure built at the
first stage, it could be added at relatively low cost and the Group
would expect to be able to fund construction from its own
resources.
Additional capacity at the Arnhem Plant is required to enable
the Group to meet increasing market demand for Accoya(R) and to
continue the momentum of growth. The increased manufacturing
capacity will allow for an increase in the volume and mixture of
Accoya(R) inventory, enabling the Group to increase sales and to
better service customer needs both before and after the expansion.
The increased capacity will also provide the Company with greater
flexibility for targeting new markets, as well as producing
material in the short term for production of Medite Tricoya(R) .
The expansion will facilitate lower costs per unit and should
further increase the overall efficiency of the Arnhem Plant, to the
benefit of the performance of the Group's manufacturing
segment.
Further details of the arrangements with Solvay Acetow are
contained in paragraph 11 (Material Contracts) of Part XII
(Additional Information) of the Prospectus, and additional details
of the Arnhem Plant are contained in paragraph 2 of Part VII
(Information on the Accsys Group) of the Prospectus.
6. TRICOYA(R) PROJECT
Hull Plant
The Company has today announced the entry into and successful
completion of a number of agreements pertaining to the financing,
construction and operation of the Hull Plant, the world's first
dedicated Tricoya(R) wood chip manufacturing plant and sales
facility, in Saltend Chemical Park in Hull, UK. Whilst the
production of Tricoya(R) wood elements has to date been on a small
scale (for market development feedstock derived from Accoya(R)
wood), sales have significantly increased year on year since
supplies of market development Tricoya(R) panel commenced in 2012.
Despite this success, the manufacturing costs of producing
Tricoya(R) wood elements from chipped Accoya(R) wood are
approximately 50% higher than the expected cost of producing
Tricoya(R) wood elements in a dedicated, continuous process flow
plant and the lack of dedicated Tricoya(R) facility has constrained
sales.
The Company has therefore established the Tricoya(R) Consortium
to fund, build and operate the Hull Plant. The total funding
requirements for the Tricoya(R) Project are expected to be
approximately EUR68 million. Pre-construction engineering and
design work for the Hull Plant was finished in 2016 and its
construction is expected to be completed by early 2019.
The Hull Plant is expected to have an initial capacity of 30,000
metric tonnes of acetylated Tricoya(R) chips per annum, enough to
produce approximately 40,000m(3) of Tricoya(R) panel products per
annum. The Hull Plant is expected to reach EBITDA breakeven at
approximately 40% design capacity. It is expected to take
approximately four years to reach full capacity following
completion after which there will be scope for expansion. The
modular design of the Hull Plant is expected to allow for an
efficient expansion when market conditions dictate.
Funding of the Tricoya(R) Project
The following table sets out management's expectation of the
uses and sources of funding in respect of the Tricoya(R)
Project:
USES Total Comments
(EUR million)
TTL operating expenses (in relation 7.5 Excludes licence
to global exploitation of Tricoya(R) fee from TVUK
)
TVUK - Hull Plant capex 58.9
TVUK - working capital/operating
losses to breakeven 1.8
68.20
SOURCES (EUR Debt Equity Income/Other Total Comments
million)
Debt comprises
loan notes issued
by Accsys; equity
BGF (net comprises investment
of fees) 11.85 2.01 13.86 into TTL
Debt comprises
loan notes issued
by Accsys; equity
Volantis comprises investment
(net of fees) 6.53 1.11 7.64 into TTL
Investment into
TTL; EUR2.2 million
BP Ventures 6.60 6.60 received to date
Investment into
BP Chemicals 13.70 13.70 TVUK
Investment into
Medite 11.00 11.00 TTL and TVUK
EU subsidy awarded
to the Tricoya(R)
Life+ subsidy 0.40 0.40 Project
EUR17.2 million
total TVUK facility
allows for rolled
up interest and
RBS 15.00 15.00 fees
68.20
The equity investments made by the members of the Tricoya(R)
Consortium are split between Tricoya Ventures UK Limited ("TVUK")
and Tricoya Technologies Limited ("TTL"). TVUK will own and operate
the Hull Plant. TTL will continue to exploit all Tricoya(R) related
intellectual property and will benefit from any future Tricoya(R)
related revenues other than those generated by the Hull Plant.
The equity funding commitments and post-funding equity interests
of the Tricoya(R) Consortium in TTL and TVUK are as follows:
Into TTL: Equity funding Post-funding equity
Investor commitments (EURm) interests (%)([1])
Accsys 18.4 74.6
Medite 7.0 12.1
BP Ventures 6.6 9.0
BGF 2.1 2.8
Volantis 1.1 1.5
Into TVUK: Equity funding Post-funding equity
Investor commitments interests (%)
(EURm)
TTL 28.5 61.8
BP Chemicals 13.7 30.0
Medite 4.0 8.2
Further details on the members of the Tricoya(R) Consortium and
the funding committed by them is set out below:
a) BP
BP Chemicals has been a key partner of the Company since
agreeing a collaborative strategic relationship in 2012, supplying
acetic anhydride for the Arnhem Plant. Under the Tricoya(R) Project
agreements, BP Chemicals will be the sole supplier of acetic
anhydride to the Hull Plant from its anhydride production facility
located adjacent to the Hull Plant under a minimum six year supply
agreement.
BP will invest a total of EUR20.3 million in the Tricoya(R)
Project. BP Chemicals will contribute up to a total of EUR13.7
million as equity into TVUK, aligning its interest with the plant
it is supplying. BP Ventures, BP's venture capital arm, will invest
EUR6.6 million as equity into TTL to benefit from the long term
opportunity that the Tricoya(R) Consortium believes exists in
respect of exploiting Tricoya(R) globally. EUR2.2 million of this
has already been invested by BP Ventures in TTL and EUR0.3 million
has already been invested into TVUK by BP Chemicals.
b) Medite
Medite, part of the Coillte group, has been the Company's long
term development partner for Tricoya(R) since 2009 and has been
successfully selling Medite Tricoya(R) panels since 2012. Sales
have increased each year, and total Medite Tricoya(R) sales to date
exceed 17,200 m(3) / 1,585,000 m(2) , representing a sales value of
approximately EUR26 million.
Under the Tricoya(R) Project arrangements, Medite has agreed an
off-take agreement under which, in the first year of production at
the Hull Plant, a minimum of 6,000 tonnes of Tricoya(R) per annum,
representing 20% of the Hull Plant design capacity (30,000 tonnes
per annum), is to be sold or paid for by Medite. As production at
the Hull Plant increases, this off-take agreement provides for the
ramp up in Medite's commitment, reaching a minimum of 12,000
tonnes, representing 40% of the total Hull Plant design capacity,
by year six.
Medite will invest EUR7 million as equity into TTL and up to
EUR4 million as equity into TVUK, thereby aligning its interest in
both the manufacturing and the longer term global success of
Tricoya(R) .
c) Company
In October 2012, the Company contributed all of its Tricoya(R)
intellectual property into TTL by way of exclusive licence, with
rights for TTL to exploit the same on a global basis.
In February 2016, BP Ventures invested into TTL at a price which
implied a pre-funding TTL valuation of EUR35 million. The Company
has agreed a cash investment of EUR18.4 million by way of equity
subscription in TTL. This equity subscription, together with the
pre-funding value attributed by the Tricoya(R) Consortium to TTL
and the value associated with the Group's historical supply of
lower priced Accoya(R) for market development, result in the Group
maintaining a total equity interest of 74.6%. The equity
subscription is funded by the Company's issue of the Loan Notes to
BGF and Volantis, details of which are set out below.
In addition, the Company can generate up to approximately 6.1%
additional equity in TTL over the next two years as a result of the
continued supply by the Company of lower priced Accoya(R) to Medite
to enable continued market development ahead of the completion of
the Hull Plant.
d) BGF and Volantis
BGF is an investment company that provides long-term equity
funding to growing UK companies to enable them to execute their
strategic plans. Volantis is managed by AlphaGen Capital Limited,
which is a global asset management firm specialising in alternative
investment strategies and is wholly owned by Henderson Global
Investors.
BGF and Volantis will invest an aggregate of GBP19 million as
financial investors following an extensive review of financing
options by the Company in conjunction with its financial advisors,
Opus Corporate Finance. BGF and Volantis have agreed to invest on
similar terms but are investing separately, with BGF accounting for
65% of the GBP19 million total.
Specifically:
(i) BGF has been issued GBP10,476,974 in principal of unsecured
fixed rate loan notes due 2021 by the Company (the "BGF Loan
Notes"); and
(ii) BGF has subscribed for 1,028,355 Series A preference shares
in TTL for an aggregate subscription price of EUR2,056,710
(satisfied by payment of GBP1,773,026.32),
((i) and (ii) together, the "BGF Financing").
Likewise:
(i) Volantis has been issued GBP5,773,026 in principal of
unsecured fixed rate loan notes due 2021 by the Company (the
"Volantis Loan Notes"); and
(ii) Volantis has subscribed for 566,645 Series A preference
shares in TTL for an aggregate subscription price of EUR1,133,290
(satisfied by payment of GBP976,973.68),
((i) and (ii) together, the "Volantis Financing").
In addition, the Company has granted BGF an option to subscribe
for up to 5,838,954 Ordinary Shares, exercisable at a price of
GBP0.62 per Ordinary Share at any time until 31 December 2026,
subject to customary anti-dilution protections and reductions to
the exercise price in certain circumstances (the "BGF Option"). The
Ordinary Shares underlying the BGF Option represent 6.4% of the
current issued share capital of the Company, and will represent
5.3% of the issued share capital of the Company after the
completion of the Firm Placing and Open Offer (assuming full take
up under the Open Offer).
Likewise, the Company has granted Volantis an option to
subscribe for up to 3,217,383 Ordinary Shares exercisable at a
price of GBP0.62 per Ordinary Share at any time until 31 December
2026, subject to customary anti-dilution protections and reductions
to the exercise price in certain circumstances (the "Volantis
Option"). The Ordinary Shares underlying the Volantis Option
represent 3.5% of the current issued share capital of the Company,
and will represent 2.9% of the issued share capital of the Company
after the completion of the Firm Placing and Open Offer (assuming
full take up under the Open Offer).
The Company has agreed to use its reasonable endeavours to
obtain shareholder authorities at the General Meeting to grant to
BGF a further option in respect of 2,610,218 Ordinary Shares (the
"BGF Additional Option") and to grant to Volantis a further option
in respect of 1,438,284 Ordinary Shares (the "Volantis Additional
Option"). If Resolutions 2 and 5 are not passed at the General
Meeting in respect of the BGF Additional Option and the Volantis
Additional Option, the Company has agreed to use its reasonable
endeavours to obtain the necessary shareholder authorities at the
next annual general meeting of the Company (the "Second Meeting")
and, if the Company is unable to obtain the shareholder authorities
at the Second Meeting, at the next annual general meeting of the
Company thereafter (the "Third Meeting").
In the case of BGF, if the Company is unable to obtain
shareholder approval to grant the BGF Additional Option at the
Third Meeting, or has not obtained shareholder approval at any time
prior to that meeting when the BGF Loan Notes are to be redeemed in
full, and to the extent that the market value of an Ordinary Share
exceeds GBP0.62 (subject to adjustment), BGF will become entitled
to a cash settlement that will be payable by the Company in
accordance with the process set out in paragraph 11 (Material
Contracts) of Part XII (Additional Information) of the Prospectus.
Volantis will likewise be entitled to receipt of a cash settlement
in equivalent circumstances.
Further details of the Tricoya(R) Consortium contractual
arrangements are set out in paragraph 11 (Material Contracts) of
Part XII (Additional Information) of the Prospectus.
In addition, TVUK has entered a six-year EUR17.2 million (EUR15
million net) finance facility agreement with The Royal Bank of
Scotland Plc ("RBS") in respect of the construction and operation
of the Hull Plant (the "RBS Facility Agreement"). Interest payable
under the RBS Facility Agreement is rolled up until the Hull Plant
is expected to be cash-flow generative. Further details of the RBS
Facility Agreement are provided in paragraph 11 (Material
Contracts) of Part XII (Additional Information) of the
Prospectus.
Global exploitation of Tricoya(R)
Since 2012, TTL has benefited from an exclusive licence granted
by the Company for the exploitation of the Tricoya(R) technology on
a global basis.
TTL has now granted TVUK a sub-licence to manufacture Tricoya(R)
at the Hull Plant and sell the same on an exclusive basis in the UK
and on a non-exclusive basis in certain other countries (the
"Production Licence"), in each case where customers have first
entered into a licence agreement with TTL, providing for the use of
Tricoya(R) in the production of panels and the marketing of the
same (the "User Licence").
TTL will therefore receive a combination of (i) up-front licence
fees and on-going production royalties from TVUK under the
Production Licence and (ii) royalties under the User Licences from
third party customers buying Tricoya(R) from TVUK.
Additional licence or consortium agreements are expected to be
agreed in the future by TTL in respect of the manufacture and sale
of Tricoya(R) elsewhere in the world to exploit a market which the
Directors believe to be currently in excess of 1.6 million m(3) per
annum. In this respect Tricoya(R) panels have now been sold in more
than 25 countries worldwide to date, exceeding 17,200m(3) /
1,585,000m(2) in volume, representing a sales value to Medite of c.
EUR26 million.
The construction and operation of the Hull Plant is expected not
only to address existing supply constraints but also to promote the
increased supply of Tricoya(R) , which in turn is expected to lead
to demand for additional Tricoya(R) production plants
worldwide.
7. PRINCIPAL TERMS AND CONDITIONS OF THE FIRM PLACING AND OPEN OFFER
The Firm Placing and Open Offer is conditional upon:
-- the passing of the First and Fourth Resolutions at the General Meeting;
-- Admission becoming effective by no later than 8:00 a.m. (BST)
on 24 April 2017 (or such later time and/or date as the Company and
the Underwriter may determine); and
-- the Underwriting Agreement having become unconditional in all
respects and not having been terminated in accordance with its
terms prior to Admission.
The shareholder approvals necessary for the Firm Placing and
Open Offer will be sought at the General Meeting to be held at
11:00 a.m. on 21 April 2017, the full details of which are set out
in the Notice of General Meeting at the end of the Prospectus.
17,400,000 New Ordinary Shares (the "Firm Placing Shares") will
be placed with the Firm Placees at the Offer Price of EUR0.69 per
Ordinary Share subject to, and in accordance with, the Underwriting
Agreement. The Firm Placing is expected to raise gross proceeds of
approximately EUR12 million. The Firm Placing Shares are not
subject to clawback and are not part of the Open Offer.
The Firm Placing is underwritten by Numis subject to the
conditions set out in the Underwriting Agreement. The Open Offer is
not being underwritten. A summary of the principal terms of the
Underwriting Agreement is set out in paragraph 11 of Part XII
(Additional Information) of the Prospectus.
Open Offer Entitlements
The Directors propose to offer Open Offer Shares by way of the
Open Offer to all Qualifying Shareholders (other than, subject to
certain exceptions, Restricted Shareholders and persons in the
United States) on the following basis:
1 Open Offer Share at EUR0.69 each for every 31 Existing
Ordinary Shares
held and registered in that Shareholder's name as at the Record
Time, and so in proportion to any other number of Ordinary Shares
that each Qualifying Shareholder then holds and otherwise on the
terms and conditions as set out in the Prospectus and, in the case
of Qualifying Non-CREST Shareholders, the Application Form.
Any fractional entitlements to Open Offer Shares will be
disregarded in calculating Qualifying Shareholders' entitlement and
will be aggregated and made available under the Excess Application
Facility.
Excess Application Facility
Qualifying Shareholders are also being given the opportunity to
apply for Excess Open Offer Shares at the Offer Price through the
Excess Application Facility. Qualifying Shareholders may apply for
Excess Open Offer Shares up to a maximum number of Excess Open
Offer Shares equal to 10 times the number of Existing Ordinary
Shares registered in their name at the Record Time. The total
number of Open Offer Shares is fixed and will not be increased in
response to any applications under the Excess Application Facility.
Such applications will therefore only be satisfied to the extent
that other Qualifying Shareholders do not apply for their Open
Offer Entitlements in full or in respect of the aggregated
fractional entitlements to Open Offer Shares. Applications under
the Excess Application Facility shall be allocated in such manner
as the Directors may determine, in their absolute discretion, and
no assurance can be given that the applications by Qualifying
Shareholders will be met in full or in part or at all.
Miscellaneous
Open Offer Entitlements set out in an Application Form may be
converted into uncertificated form, that is, deposited into CREST
(whether such conversion arises as a result or a renunciation of
those rights or otherwise). Similarly, Open Offer Entitlements held
in CREST may be withdrawn from CREST and an Application Form used
instead.
The New Ordinary Shares, when issued and fully paid, will rank
pari passu with the Existing Ordinary Shares including the right to
receive dividends or distributions made, paid or declared after the
date of their issue. Application will be made for the 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 24
April 2017.
Details of the further terms and conditions of the Open Offer,
including the procedure for acceptance and payment and the
procedure in respect of entitlements not taken up, are set out in
Part X (Terms and Conditions of the Open Offer) of the Prospectus
and, where relevant, will also be set out in the Application
Form.
Application will be made for the Open Offer Entitlements and
Excess Open Offer Entitlements to be admitted to CREST (in respect
of Qualifying CREST Shareholders) and Euroclear Nederland (in
respect of Qualifying Euroclear Shareholders). It is expected that
such Open Offer Entitlements and Excess Open Offer Entitlements
will be credited to stock accounts of Qualifying CREST Shareholders
and to the stock accounts of Intermediaries on 30 March 2017.
Applications through the CREST system may only be made by the
Qualifying Shareholder originally entitled or by a person entitled
by virtue of a bona fide market claim.
Qualifying Shareholders should be aware that the Open Offer is
not a rights issue. As such, Qualifying Non-CREST Shareholders
should note that their Application Forms are not negotiable
documents and cannot be traded. Qualifying CREST Shareholders and
Qualifying Euroclear Shareholders should note that, although the
Open Offer Entitlements and the Excess Open Offer Entitlements will
be admitted to CREST and Euroclear Nederland respectively, and be
enabled for settlement, neither the Open Offer Entitlements nor the
Excess Open Offer Entitlements will be tradeable or listed and
applications in respect of the Open Offer may only be made by the
Qualifying Shareholder originally entitled or by a person entitled
by virtue of a bona fide market claim raised by Euroclear UK's
Claims Processing Unit. New Ordinary Shares for which application
has not been made under the Open Offer will not be sold in the
market for the benefit of those who do not apply under the Open
Offer and Qualifying Shareholders who do not apply to take up their
entitlements will have no rights nor receive any benefit under the
Open Offer. Any Open Offer Shares which are not applied for under
the Open Offer may be allocated to other Qualifying Shareholders
under the Excess Application Facility.
8. OVERSEAS SHAREHOLDERS
Qualifying Shareholders who have registered addresses outside of
the United Kingdom or the Netherlands or who are citizens or
residents of countries other than the United Kingdom or the
Netherlands, or who are holding Ordinary Shares for the benefit of
such persons (including, without limitation, custodians, nominees,
trustees and agents) or who have a contractual or other legal
obligation to forward the Prospectus or, when issued, an
Application Form to such persons, should read Part XI (Overseas
Shareholders) of the Prospectus.
In particular, Overseas Shareholders should consult their
professional advisers as to whether they require any governmental
or other consent, or need to observe any other formalities, to
enable them to take up their entitlements under the Open Offer.
The Prospectus has been sent to all Shareholders on the register
of members of the Company at the Record Time. However, the
Prospectus does not constitute an offer to sell or the solicitation
of any offer to purchase securities in any jurisdiction in which it
may be unlawful to do so, and, in these circumstances, the
Prospectus and/or any Application Form must be treated as sent for
information only and should not be copied or redistributed.
9. TAXATION
The taxation consequences for Qualifying Shareholders of the
Firm Placing and Open Offer will depend upon the jurisdiction in
which the relevant Qualifying Shareholder is resident for tax
purposes. Certain information about UK and Dutch taxation is set
out in paragraph 16 of Part XII (Additional Information) of the
Prospectus. If you are in any doubt as to your tax position, or you
are subject to tax in a jurisdiction other than the United Kingdom
or the Netherlands, you should consult your own independent tax
adviser without delay.
10. GENERAL MEETING
The Firm Placing and Open Offer is subject to a number of
conditions, including Shareholders' approval of the First and
Fourth Resolutions to be proposed at the General Meeting.
At the General Meeting the approval of the Shareholders will
also be sought in connection with the grant of the BGF Additional
Option and the Volantis Additional Option (the Second and Fifth
Resolutions).
In addition, the grant of the BGF Option and the Volantis Option
has utilised the Directors' existing authority from the Company's
2016 annual general meeting to allot Ordinary Shares and has
expended in full the Directors' existing authority from the
Company's 2016 annual general meeting to allot equity securities
for cash as if the statutory pre-emption rights did not apply.
Therefore, the Third Resolution seeks a new general authority for
the Directors to allot Ordinary Shares and the Sixth Resolution
seeks a new general authority for the Directors to disapply
statutory pre-emption rights on the allotment of a limited number
of equity securities for cash, each to apply until the Company's
annual general meeting to be held in 2017.
For the avoidance of doubt, the Firm Placing and Open Offer are
not conditional upon Shareholder authority being given for any
Resolutions besides the First and Fourth Resolutions.
Notice convening the General Meeting to be held at 11.00 a.m. on
21 April 2017 at Brettenham House, 19 Lancaster Place, London WC2E
7EN is set out at the end of the Prospectus.
First Resolution - Authority to allot Ordinary Shares in respect
of the Firm Placing and Open Offer
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 of EUR1,016,199.30 in connection with the Firm Placing and
Open Offer. This authority will expire on the date that is six
months after the date of the General Meeting.
Second Resolution - Authority to allot Ordinary Shares in
respect of the grant of the BGF Additional Option and the Volantis
Additional Option
The second 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 of EUR130,510.90 in connection with the grant and exercise
of the BGF Additional Option and up to a nominal amount of
EUR71,914.20 in connection with the grant and exercise of the
Volantis Additional Option. This authority will expire on the date
that is six months after the date of the General Meeting. Full
details of the BGF Additional Option and the Volantis Additional
Option, and the consequences for the Company if the Resolutions
approving the grant and exercise of the BGF Additional Option and
the Volantis Additional Option are not passed at the General
Meeting, are provided in paragraph 11 (Material Contracts) of Part
XII (Additional Information) of the Prospectus.
Third Resolution - Authority to allot Ordinary Shares
The third resolution is an ordinary resolution that, in addition
to all existing authorities, the Directors be generally and
unconditionally authorised to allot Ordinary Shares and grant
rights to subscribe for or convert any security into Ordinary
Shares up to a nominal amount of EUR1,497,268.50. This authority
will expire on the date of the annual general meeting of the
Company to be held in 2017 or, if earlier, the date that is 15
months after 21 September 2016, being the date of the annual
general meeting of the Company held in 2016. Together with the
existing authority granted at the Company's 2016 annual general
meeting (to the extent it remains unused after the grant of the BGF
Option and the Volantis Option), this general authority will give
the Directors the power to allot Ordinary Shares up to an aggregate
nominal amount equivalent to approximately one third of the
Company's enlarged share capital following the Firm Placing and
Open Offer, assuming full take up under the Open Offer.
The Directors have no present intention to allot shares under
the authorities requested pursuant to these Resolutions other than
in connection with the Firm Placing and Open Offer, the BGF Option
and BGF Additional Option and the Volantis Option and Volantis
Additional Option.
Fourth Resolution - Disapplication of pre-emption rights in
respect of the Firm Placing and Open Offer
The fourth 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
2006 did not apply to such allotment. This authority will be
limited to the allotment of New Ordinary Shares in connection with
the Firm Placing and Open Offer (on the terms and conditions set
out in the Prospectus). This authority will expire on the date that
is six months after the date of the General Meeting.
Fifth Resolution - Disapplication of pre-emption rights in
respect of the grant of the BGF Additional Option and the Volantis
Additional Option
The fifth resolution is a special resolution that, subject to
the second 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 second resolution, as if section 561 of the Companies Act
2006 did not apply to such allotment. This authority will be
limited to the grant of the BGF Additional Option and the Volantis
Additional Option and the allotment and issue of Ordinary Shares
pursuant thereto. This authority will expire on the date that is
six months after the date of the General Meeting if the BGF
Additional Option and the Volantis Additional Option have not been
granted by such time.
Sixth Resolution - Disapplication of pre-emption rights
The sixth resolution is a special resolution that, subject to
the third 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 third resolution, as if section 561 of the Companies Act
2006 did not apply to such allotment. This authority will expire on
the date of the annual general meeting of the Company to be held in
2017 or, if earlier, the date that is 15 months after 21 September
2016, being the date of the annual general meeting of the Company
held in 2016. This authority will give the Directors the power to
allot equity securities for cash, as if section 561 of the
Companies Act 2006 did not apply to such allotment, up to an
aggregate nominal amount equivalent to approximately 10% of the
Company's enlarged share capital following the Firm Placing and
Open Offer (assuming full take up under the Open Offer).
The Directors have no present intention to exercise these
authorities other than in connection with the Firm Placing and Open
Offer, the BGF Option and BGF Additional Option and the Volantis
Option and Volantis Additional Option.
11. ACTION TO BE TAKEN
In respect of the General Meeting
You will find enclosed with the Prospectus a Form of Proxy.
Whether you intend to be present at the General Meeting or not, you
are asked to complete the Form of Proxy in accordance with the
instructions printed thereon and to return it, along with any power
of attorney or other authority under which it is signed, to SLC
Registrars, 42-50 Hersham Road, Walton on Thames, Surrey, KT12 1RZ,
United Kingdom, using the accompanying pre-paid envelope (for use
in the UK only), or by sending a completed, signed and dated
scanned version of the Form of Proxy by email to
accsysproxy@davidvenus.com as soon as possible and, in any event,
so as to be received by no later than 11:00 a.m. (BST) on 19 April
2017. The completion and return of the Form of Proxy will not
preclude you from attending the General Meeting and voting in
person if you wish to do so.
In respect of the Open Offer
Qualifying Non-CREST Shareholders (other than a Qualifying
Non-CREST Shareholder who is a Restricted Shareholder or a person
in the United States) will receive an Application Form with the
Prospectus giving details of their Open Offer Entitlements and
Excess Open Offer Entitlements and containing instructions on how
to take up their entitlements under the Open Offer. If a Qualifying
Non-CREST Shareholder wishes to apply for Open Offer Shares and
Excess Open Offer Shares under the Open Offer (whether in respect
of all or part of their Open Offer Entitlement and Excess Open
Offer Entitlement), they should complete the Application Form in
accordance with the procedure for application set out in Part X
(Terms and Conditions of the Open Offer) of the Prospectus and on
the Application Form itself. Completed Application Forms should be
returned together with a cheque or banker's draft in Euro or
sterling made payable to SLC Registrars re Accsys Technologies and
crossed "A/C payee only", for the full amount payable on
acceptance, by post or by hand (during normal business hours only)
to SLC Registrars, 42-50 Hersham Road, Walton on Thames, Surrey,
KT12 1RZ, United Kingdom, so it is received by no later than 11:00
a.m. (BST) on 20 April 2017.
Third party cheques may not be accepted. Such payments will be
held by the Receiving Agent to the order of the Company. Cheques or
banker's drafts must be drawn on an account at a branch (which must
be in the United Kingdom, the Channel Islands or the Isle of Man)
of a bank or building society which is either a settlement member
of the Cheque and Credit Clearing Company Limited or the CHAPS
Clearing Company Limited or which has arranged for its cheques and
banker's drafts to be cleared through facilities provided by either
of these companies. Such cheques and banker's drafts must bear the
appropriate sorting code in the top right-hand corner. Neither
post-dated cheques nor payments via CHAPS, BACS or electronic
transfer will be accepted.
If payment is made by a building society cheque (not being drawn
on account of the applicant) or a bankers' draft, the building
society or bank should insert details of the name of the account
holder and have either added the building society or bank branch
stamp, or have provided a supporting letter confirming the source
of funds. The name of such account holder should be the same as the
name of the Shareholder shown on page 1 or page 4 of the
Application Form.
If you are a Qualifying CREST Shareholder, you will not be sent
an Application Form. It is expected that SLC Registrars will
instruct Euroclear UK to credit the appropriate stock accounts of
Qualifying CREST Shareholders (other than such Qualifying CREST
Shareholders who are Restricted Shareholders or persons in the
United States) with such Shareholders' Open Offer Entitlements and
Excess Open Offer Entitlements on 30 March 2017. CREST members who
wish to apply to acquire some or all of their pro-rata entitlements
to Open Offer Shares and Excess Open Offer Shares should refer to
the CREST Manual for further information on the CREST procedures.
Qualifying CREST Shareholders who are CREST sponsored members
should refer to their CREST sponsors, as only their CREST sponsors
will be able to take the necessary actions to take up the
entitlements to Open Offer Shares and Excess Open Offer Shares of
CREST sponsored members. The latest time for settlement of the
relevant CREST instruction is 11:00 a.m. (BST) on 20 April
2017.
If you are a Qualifying Euroclear Shareholder, no Application
Form will be sent to you and you will receive a credit to your
appropriate stock account held with your Intermediary in respect of
the Euroclear Open Offer Entitlements and Excess Euroclear Open
Offer Entitlements. You should refer to the procedure for
application set out in paragraph 6 of Part X (Terms and Conditions
of the Open Offer) of the Prospectus. The relevant application and
payment in full in Euro for Open Offer Shares and Excess Open Offer
Shares must have been received by the Subscription Agent by no
later than 5.40 p.m. (CEST) on 19 April 2017. Your Intermediary may
set an earlier deadline for application in order to enable it to
communicate your application to the Subscription Agent in a timely
manner.
If you have sold or do sell or have otherwise transferred or do
transfer all of your Existing Ordinary Shares held in certificated
form before the Ex-Entitlements Date, which is 8:00 a.m. on 30
March 2017, please forward the Prospectus together with the Form of
Proxy and any Application Form, if and when received, at once to
the purchaser or transferee or the stockbroker, bank or other agent
through whom the sale or transfer was/is effected for onward
transmission to the purchaser or transferee except that such
document when issued, should not, however, be distributed,
forwarded to or transmitted in or into any jurisdiction where to do
so might constitute a violation of local securities laws or
regulations, including, but not limited to any of the Restricted
Jurisdictions or the United States. If you have sold or do sell or
have otherwise transferred or do transfer only part of your holding
of Existing Ordinary Shares (other than ex-entitlements) held in
certificated form, please contact immediately the stockbroker, bank
or other agent through whom the transfer was/is effected and refer
to the instructions regarding split applications set out in the
Application Form.
If you have sold or do sell or have otherwise transferred or do
transfer all or some of your Existing Ordinary Shares held in
uncertificated form before the Ex-Entitlements Date, a claim
transaction will automatically be generated by Euroclear UK which,
on settlement, will transfer the appropriate number of Open Offer
Entitlements and Excess Open Offer Entitlements to the purchaser or
transferee.
If you sell or otherwise transfer all or some of your existing
Ordinary Shares after the Ex-Entitlements Date, then they will be
sold or transferred without the entitlement to participate in the
Open Offer, that is, the Open Offer Entitlements and Excess Open
Offer Entitlements will not transfer with the Ordinary Shares sold
or transferred. Accordingly, you will continue to be entitled to
take up your Open Offer Entitlements and Excess Open Offer
Entitlements in accordance with the procedure set out in Part X
(Terms and Conditions of the Open Offer) of the Prospectus.
The latest time for acceptance under the Open Offer is expected
to be 11:00 a.m. on 20 April 2017. The procedure for acceptance and
payment is set out in Part X (Terms and Conditions of the Open
Offer) of the Prospectus. Further details also appear in the
Application Form that will be sent to all Qualifying Non-CREST
Shareholders (other than Qualifying Non-CREST Shareholders who are
Restricted Shareholders or persons in the United States).
If you are in any doubt as to the action you should take, you
should immediately seek your own financial advice from your
stockbroker, bank manager, solicitor, accountant, fund manager or
other appropriate independent financial adviser authorised pursuant
to FSMA if you are resident in the UK or, if not, from another
appropriate authorised independent financial adviser.
12. DIRECTORS' INTENTIONS
The Directors beneficially own, in aggregate, 1,283,861 Ordinary
Shares representing approximately 1.42% of the issued Ordinary
Share capital of the Company as at 28 March 2017 (being the Last
Practicable Date). Patrick Shanley, Paul Clegg, Nick Meyer and Sean
Christie intend to take up their entitlements in full to subscribe
for Open Offer Shares under the Open Offer.
13. DIRECTORS' RECOMMATION
The Directors consider the Firm Placing and Open Offer and the
Resolutions to be in the best interests of Shareholders taken as a
whole.
The Company has secured attractive equity and debt financing
from external parties to fund the Arnhem Plant expansion capital
expenditure and the construction of the Hull Plant. In the context
of these two significant capital projects that the Group is
undertaking, the Board believes that the net proceeds of the Firm
Placing and Open Offer are necessary to fund working capital in the
Group and to strengthen the Company's balance sheet. If the Group
does not proceed with the Firm Placing and Open Offer, the Group
may need to delay or curtail its intended growth plans in order to
operate with an appropriate level of headroom within its existing
resources and facilities. In order for the Firm Placing and Open
Offer to proceed, Resolutions 1 and 4 to be proposed at the General
Meeting must be passed. The Directors believe that it is important
that Shareholders vote in favour of all the Resolutions at the
General Meeting. The Directors consider the Firm Placing and Open
Offer 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 approximately
1,283,861 Ordinary Shares in aggregate, representing approximately
1.42% of the Existing Ordinary Shares as at the Last Practicable
Date.
14. EXPECTED TIMETABLE OF THE FIRM PLACING AND OPEN OFFER
All times in the table below refer to BST unless otherwise
stated. All times and dates in the table below are indicative only
and may be subject to change.
Record Time for entitlement under the 6:00 p.m. on 24
Open Offer for Qualifying CREST Shareholders March 2017
and Qualifying Non-CREST Shareholders
Announcement of the Firm Placing and Open 29 March 2017
Offer
Publication and posting of the Prospectus 29 March 2017
(including the Notice of General Meeting)
and Forms of Proxy, and despatch of Application
Forms to Qualifying Non-CREST Shareholders
Record Time for entitlement under the 6:00 p.m. (CEST)
Open Offer for Qualifying Euroclear Shareholders on 29 March 2017
Existing Ordinary Shares marked "ex" 8:00 a.m. on 30
by Euronext Amsterdam and AIM March 2017
Open Offer Entitlements and Excess Open 30 March 2017
Offer Entitlements credited to stock accounts
of Qualifying CREST Shareholders in CREST
and Euroclear Open Offer Entitlements
and Excess Euroclear Open Offer Entitlements
credited to appropriate stock accounts
with Intermediaries for Qualifying Euroclear
Shareholders
Recommended latest time for requesting 4:30 p.m. on 12
withdrawal of Open Offer Entitlements April 2017
and Excess Open Offer Entitlements from
CREST
Latest time for depositing Open Offer 3:00 p.m. on 13
Entitlements into CREST April 2017
Latest time for splitting Application 3:00 p.m. on 18
Forms (to satisfy bona fide market claims April 2017
only)
Latest time for receipt of Forms of Proxy 11:00 a.m. on 19
by registered Shareholders for the General April 2017
Meeting
Latest time and date for payment in full 5:40 p.m. (CEST)
by applying Qualifying Euroclear Shareholders on 19 April 2017
via their Intermediaries
Latest time for receipt of completed Application 11:00 a.m. on 20
Forms and payment in full under the Open April 2017
Offer and settlement of relevant CREST
instructions (as appropriate)
General Meeting 11.00 a.m. on 21
April 2017
Announcement of the result of the Firm 21 April 2017
Placing and Open Offer through a Regulatory
Information Service
Date of Admission and dealings in New 8:00 a.m. on 24
Ordinary Shares commences on AIM April 2017
Commencement of dealings in New Ordinary 8:00 a.m. on 24
Shares on Euronext Amsterdam April 2017
New Ordinary Shares credited to CREST 8:00 a.m. on 24
stock accounts (Qualifying CREST Shareholders April 2017
only) and to stock accounts held with
Intermediaries (Qualifying Euroclear Shareholders
only)
Despatch of definitive share certificates Not later than
for the New Ordinary Shares in certificated 9 May 2017
form
15. KEY STATISTICS OF THE FIRM PLACING AND OPEN OFFER
Offer Price EUR0.69
Number of Firm Placing Shares 17,400,000
Number of Open Offer Shares 2,923,986
Number of Existing Ordinary Shares
in issue as at the date of the Prospectus 90,643,585
Enlarged share capital following Admission 110,967,571*
Percentage of the enlarged share capital 18.3%*
represented by the New Ordinary Shares
Gross proceeds of the Firm Placing EUR12,006,000
Gross proceeds of the Open Offer EUR2,017,550*
Estimated net proceeds of the Firm Approximately EUR12,223,550*
Placing and the Open Offer
Entitlement under the Open Offer 3.23%
Ordinary Shares ISIN GB00BQQFX454
Open Offer Entitlements ISIN GB00BD8DHZ59
Excess Open Offer Entitlements ISIN GB00BD8DJ155
* assuming full take--up under the
Open Offer
The person responsible for arranging for the release of this
Announcement on behalf of Accsys is Angus Dodwell, Legal Counsel
& Company Secretary.
For further information, please contact:
Accsys Technologies Paul Clegg, CEO via MHP Communications
PLC William Rudge, FD
Johannes Pauli, Executive
Director, Corporate
Development
Nominated Adviser: Oliver
Cardigan
Corporate Broking: Christopher
Wilkinson +44 (0) 20 7260
Numis Securities Limited Ben Stoop 1000
Tim Rowntree +44 (0) 20 3128
MHP Communications Kelsey Traynor 8100
Frank Neervoort +31 681 734 236
Off the Grid (The Netherlands) Giedo Van Der Zwan +31 624 212 238
Notes to editors:
Accsys Technologies PLC (www.accsysplc.com) is a chemical
technology group whose primary focus is on the production of
Accoya(R) wood and technology licensing via its subsidiary, Titan
Wood Limited, which has manufacturing operations in Arnhem, the
Netherlands (through its subsidiary Titan Wood B.V.), a European
office in London, United Kingdom, an American office in Dallas,
Texas (via its subsidiary Titan Wood, Inc) and technology licencing
associated with the acetylation of wood elements via its subsidiary
Tricoya Technologies Limited. Any references in this Announcement
to agreements with Accsys shall mean agreements with either Accsys
or its subsidiary entities unless otherwise specified. Accsys
Technologies PLC is listed on the London Stock Exchange AIM market
and on Euronext Amsterdam, under the symbols 'AXS'. Accsys'
operations comprise three principal business units: (i) Accoya(R)
wood production; (ii) technology development, focused on a
programme of continuous development of and improvements to the
process engineering and operating protocols for the acetylation of
solid wood and the development of technology for the acetylation of
wood elements; and (iii) the licensing of technology for the
production of Accoya(R) wood and Tricoya(R) wood elements across
the globe.
Accoya(R) wood (www.accoya.com) is produced using Accsys'
proprietary patented acetylation technology, that effectively
converts sustainably grown softwoods and non-durable hardwoods into
what is best described as a "high technology wood". Distinguished
by its durability, dimensional stability and, perhaps most
importantly of all, its reliability (in terms of consistency of
both supply and quality), Accoya(R) wood is particularly suited to
exterior applications where performance and appearance are valued.
Unlike most tropical and European hardwoods, its colour does not
degrade when exposed to ultraviolet light. Moreover, the Accoya(R)
wood production process does not compromise the wood's strength or
machinability. The combination of UV resistance, dimensional
stability, durability and retained strength means that Accoya(R)
wood offers a wealth of new opportunities to architects, designers
and specifiers. These benefits result in lower maintenance and
total cost of ownership while using a higher sustainable and
environmental responsible building material. For a full archive of
Accoya(R) news, visit www.accoya.com.
Tricoya(R) wood elements (www.tricoya.com) are produced using
Accsys' proprietary technology for the acetylation of wood chips,
and particles for use in the fabrication of panel products such as
medium density fibreboard and particle-board. These products
demonstrate enhanced durability and dimensional stability which
allow them to be used in a variety of applications that were once
limited to solid wood or man-made products. Exploitation of Accsys'
proprietary technology relating to Tricoya(R) wood elements is
carried out through Tricoya Technologies Limited. Tricoya(R) Wood
Elements are lauded as the first major innovation in the wood
composites industry in more than 30 years.
Wood acetylation is a process which increases the amount of
'acetyl' molecules in wood, thereby changing its physical
properties. When carried out to a sufficient level throughout the
wood, this process protects wood from rot by making it "inedible"
to most micro-organisms and fungi, without - unlike conventional
treatments - making it toxic. It also greatly reduces the wood's
tendency to swell and shrink, making it less prone to cracking and
ensuring that, when painted, it requires dramatically reduced
maintenance.
Accsys Technologies is the trading name of Titan Wood Limited.
ACCOYA(R) , TRICOYA(R) and the Trimarque Device are registered
trademarks owned by Titan Wood Limited ("TWL"), a wholly owned
subsidiary of Accsys Technologies PLC, and may not be used or
reproduced without written permission from TWL, or in the case of
the Tricoya(R) registered trademark, from Tricoya Technologies
Limited, a subsidiary of TWL with exclusive rights to exploit the
Tricoya(R) brand.
APPIX 1
TERMS AND CONDITIONS OF THE FIRM PLACING
IMPORTANT INFORMATION FOR FIRM PLACEES ONLY REGARDING THE FIRM
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SWITZERLAND
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE FIRM PLACING FOR INVITED FIRM
PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED, ("QUALIFIED INVESTORS") BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS
DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMED AND INCLUDES
ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE)
(THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO
(D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS,
UNLESS SPECIFICALLY AGREED WITH NUMIS, AVAILABLE ONLY TO RELEVANT
PERSONS AND, UNLESS SPECIFICALLY AGREED WITH NUMIS, WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY JURISDICTION. THE ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN
OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN
THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED
OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE
MERITS OF THE FIRM PLACING OR THE ACCURACY OR ADEQUACY OF THE
CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH FIRM PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN FIRM
PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF
ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE
FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
These terms and conditions apply to persons making an offer to
acquire Firm Placing Shares. Each person to whom these conditions
apply, as described above, who confirms his agreement, either
orally or in writing, to Numis and the Company to acquire Firm
Placing Shares (each a "Firm Placee") hereby agrees with Numis and
the Company to be bound by these terms and conditions as being the
terms and conditions upon which Firm Placing Shares will be issued.
A Firm Placee shall, without limitation, become so bound if Numis
confirms to such Firm Placee its allocation of Firm Placing
Shares.
Upon being notified of its allocation of Firm Placing Shares, a
Firm Placee shall be contractually committed to acquire the number
of Firm Placing Shares allocated to it at the Offer Price and, to
the fullest extent permitted by law, will be deemed to have agreed
not to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Firm Placing
Shares in any jurisdiction in which such offer or solicitation is
or may be unlawful. This Announcement and the information contained
herein is not for publication or distribution, directly or
indirectly, to persons in the United States, Australia, Canada,
Japan, the Republic of South Africa or Switzerland or in any other
jurisdiction in which such publication or distribution is unlawful.
Persons into whose possession this Announcement may come are
required by the Company to inform themselves about and to observe
any restrictions of transfer of this Announcement. No public offer
of securities of the Company is being made under the Firm Placing
in the United Kingdom, the United States or elsewhere.
In particular, the Firm Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Firm Placing Shares are
being offered and sold outside the United States in accordance with
Regulation S under the Securities Act ("Regulation S").
The Firm Placing Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Firm Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The Firm Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan, the Republic of South Africa, Switzerland or any other
jurisdiction in which such offer, sale, resale or delivery would be
unlawful.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this appendix or the announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Firm Placing
The Firm Placing is conditional upon:
-- the passing of the First and Fourth Resolutions at the General Meeting;
-- Admission becoming effective by no later than 8:00 a.m. (BST)
on 24 April 2017 (or such later time and/or date as the Company and
the Underwriter may determine); and
-- the Underwriting Agreement having become unconditional in all
respects and not having been terminated in accordance with its
terms prior to Admission.
The shareholder approvals necessary for the Firm Placing will be
sought at the General Meeting to be held at 11:00 a.m. on 21 April
2017 (or any adjournment thereof), the full details of which are
set out in the Notice of General Meeting in the Prospectus.
The Company and Numis have entered into an underwriting
agreement (the "Underwriting Agreement"), pursuant to which Numis
has agreed to use its reasonable endeavours to procure subscribers
at the Offer Price for the Firm Placing Shares. Numis has agreed to
subscribe or procure subscribers at the Offer Price for any Firm
Placing Shares in respect of which Firm Placees are not found or
payment is not received from Firm Placees.
The Firm Placing Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
issued Ordinary Shares in the capital of the Company, including the
right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of the Ordinary Shares
after the date of issue of the Firm Placing Shares.
Application for admission to trading
Application will be made for the Firm Placing 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 Firm Placing Shares will commence on
Euronext Amsterdam and on AIM at 8:00 a.m. (BST) on 24 April 2017
(whereupon an announcement will be made by the Company to a
Regulatory Information Service and sent to Euronext Amsterdam).
Participation in, and principal terms of, the Firm Placing
Participation in the Firm Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Numis. Numis and/or its affiliates may participate in the Firm
Placing as principal.
The Offer Price will be EUR0.69 per Firm Placing Share (the
"Offer Price").
Each Firm Placee's allocation will be confirmed to Firm Placees
orally by Numis, and a trade confirmation or contract note will be
dispatched as soon as possible after that. The oral confirmation to
such Firm Placee will constitute an irrevocable legally binding
commitment upon such person in favour of Numis and the Company,
under which it agrees to acquire the number of Firm Placing Shares
allocated to it at the Offer Price on the terms and conditions set
out in this Appendix and in accordance with the Company's Articles
of Association.
Irrespective of the time at which a Firm Placee's allocation
pursuant to the Firm Placing is confirmed, settlement for all Firm
Placing Shares to be acquired pursuant to the Firm Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
All obligations under the Firm Placing will be subject to
fulfilment or (where applicable) waiver of, amongst other things,
the conditions referred to below under "Conditions of the Firm
Placing" and to the Firm Placing not being terminated on the basis
referred to below under "Right to terminate under the Underwriting
Agreement".
By participating in the Firm Placing, each Firm Placee will
agree that its rights and obligations in respect of the Firm
Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the Firm
Placee.
To the fullest extent permissible by law, none of the Company,
Numis or any of their respective affiliates shall have any
liability to Firm Placees (or to any other person whether acting on
behalf of a Firm Placee or otherwise). In particular, none of the
Company, Numis or any of their respective affiliates shall have any
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of Numis's conduct of the Firm
Placing. Each Firm Placee acknowledges and agrees that the Company
is responsible for the allotment of the Firm Placing Shares to the
Firm Placees and Numis shall have no liability to the Firm Placees
for the failure of the Company to fulfil those obligations.
Conditions of the Firm Placing
The obligations of Numis under the Underwriting Agreement are
conditional upon, amongst other things:
-- Numis not having terminated the Underwriting Agreement in
accordance with its terms prior to Admission; and
-- Admission becoming effective not later than 8:00 a.m. (BST)
on 24 April 2017 (or such later time and/or date, being not later
than 8 May 2017, as the Company and Numis may agree).
If (i) any of the conditions contained in the Underwriting
Agreement in relation to the Firm Placing Shares is not fulfilled
or waived by Numis by the respective time or date where specified
(or such later time or date as Numis may in its absolute discretion
determine (in any event no later than 8 May 2017 (the "Long Stop
Date")), or (ii) the Underwriting Agreement is terminated as
described below, the Firm Placing in relation to the Firm Placing
Shares will lapse and the Firm Placee's rights and obligations
hereunder in relation to the Firm Placing Shares shall cease and
terminate at such time and each Firm Placee agrees that no claim
can be made by the Firm Placee in respect thereof.
Numis may, at its absolute discretion and upon such terms as it
thinks fit, waive the requirement for the Company to satisfy, or
extend the period (up to the Long Stop Date) for satisfaction of,
the conditions in the Underwriting Agreement, save that the
conditions relating to the posting of the Prospectus, the
Application Forms and the Forms of Proxy and to Admission taking
place may not be waived. Any such extension or waiver will not
affect Firm Placees' commitments as set out in this
Announcement.
Neither Numis nor the Company shall have any liability to any
Firm Placee (or to any other person whether acting on behalf of a
Firm Placee or otherwise) in respect of any decision it may make as
to whether or not to waive or to extend the time and/or date for
the satisfaction of any condition to the Underwriting Agreement nor
for any decision it may make as to the satisfaction of any
condition or in respect of the Firm Placing generally and by
participating in the Firm Placing each Firm Placee agrees that any
such decision is within the absolute discretion of Numis.
Right to terminate under the Underwriting Agreement
Numis may terminate the Underwriting Agreement at any time prior
to Admission if, amongst other things:
-- the representations and warranties given by the Company were
untrue, inaccurate or misleading when given or have ceased to be
true or accurate or have become misleading, in each case to an
extent which Numis considers in its sole judgement (acting in good
faith) is material in the context of the Group (taken as a whole)
or the Firm Placing and Open Offer;
-- the Company fails to comply with any of its obligations under
the Underwriting Agreement to an extent which Numis considers in
its sole judgement (acting in good faith) is material in the
context of the Group (taken as a whole) or the Firm Placing and
Open Offer;
-- in Numis' opinion (acting in good faith) a material adverse
change occurs, or a development occurs that is reasonably likely to
cause a material adverse change, affecting the Company; or
-- in Numis' opinion (acting in good faith) (a) there has been a
material adverse change in the financial markets, any outbreaks or
escalation of hostilities, any act of terrorism or war or other
calamity or crisis or any change or development involving a
prospective change in the national or international political,
financial or economic conditions, exchange rates or exchange
controls, (b) trading in any securities of the Company, or trading
in securities generally, is suspended or limited on the London
Stock Exchange or Euronext Amsterdam or maximum or minimum prices
for trading are fixed, (c) a material disruption occurs in
commercial banking or securities settlement or clearance services
in the United Kingdom or the EEA, or (d) a banking moratorium is
declared by the United Kingdom or an EEA State, the effect of which
(singly or together) is such as to make it impracticable,
inappropriate or inadvisable to proceed with the Firm Placing and
Open Offer, or the underwriting of the New Ordinary Shares.
After Admission, the Underwriting Agreement will not be subject
to any condition or right of termination or rescission.
The rights and obligations of the Firm Placees shall terminate
only in the circumstances described in these terms and conditions
and the Underwriting Agreement and will not be subject to
termination by the Firm Placee or any prospective Firm Placee at
any time or in any circumstances. By participating in the Firm
Placing, Firm Placees agree that the exercise by Numis of any right
of termination or other discretion under the Underwriting Agreement
shall be within the absolute discretion of Numis, and that it need
not make any reference to Firm Placees and that it shall have no
liability to Firm Placees whatsoever in connection with any such
exercise or decision not to exercise. No term of the Underwriting
Agreement will be enforceable by the Firm Placees under The
Contracts (Rights of Third Parties) Act 1999.
Registration and Settlement
Settlement of transactions in the Firm Placing Shares (ISIN:
GB00BQQFX454) following Admission will take place within CREST
provided that, subject to certain exceptions, Numis reserves the
right to require settlement for, and delivery of, the Firm Placing
Shares (or a portion thereof) to Firm Placees by such other means
that it deems necessary if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Firm Placee's jurisdiction.
Each Firm Placee allocated Firm Placing Shares in the Firm
Placing will be sent a trade confirmation or contract note stating
the number of Firm Placing Shares allocated to it at the Offer
Price, the aggregate amount owed by such Firm Placee to Numis (as
agent for the Company) and settlement instructions. Each Firm
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
CREST or certificated settlement instructions that it has in place
with Numis.
Each Firm Placee is deemed to agree that, if it does not comply
with these obligations, Numis may sell any or all of the Firm
Placing Shares allocated to that Firm Placee on such Firm Placee's
behalf and retain from the proceeds, for Numis's account and
benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Firm Placee. The relevant Firm Placee
will, however, remain liable and shall indemnify Numis on demand
for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such Firm Placing Shares on such
Firm Placee's behalf. By communicating a bid for Firm Placing
Shares, each Firm Placee confers on Numis all such authorities and
powers necessary to carry out any such sale and agrees to ratify
and confirm all actions which Numis lawfully takes in pursuance of
such sale.
If Firm Placing Shares are to be delivered to a custodian or
settlement agent, Firm Placees should ensure that the trade
confirmation or contract note is copied and delivered immediately
to the relevant person within that organisation.
Representations, Warranties and Further Terms
By participating in the Firm Placing each Firm Placee (and any
person acting on such Firm Placee's behalf) represents, warrants,
acknowledges, agrees and undertakes to the Company and Numis
that:
1. it (and any person acting on its behalf) will make payment
for the Firm Placing Shares allocated to it in accordance with
these terms and conditions on the due time and date set out herein,
failing which the relevant Firm Placing Shares may be placed with
other subscribers or sold as Numis may in its absolute discretion
determine and without liability to such Firm Placee and it will
remain liable and will indemnify Numis on demand for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Firm Placing Shares and may be required to bear the liability
for any stamp duty or stamp duty reserve tax or security transfer
tax (together with any interest or penalties due pursuant to or
referred to in these terms and conditions) which may arise upon the
placing or sale of such Firm Placee's Firm Placing Shares on its
behalf;
2. it has read and understood the placing proof of the
Prospectus dated 21 March 2017 (the "Placing Proof") and the
Announcement, including this Appendix, in their entirety and its
subscription of Firm Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained therein and in the articles of association of the
Company;
3. these terms and conditions represent the whole and only
agreement between it, Numis and the Company in relation to its
participation in the Firm Placing and supersedes 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
this terms and conditions. Each Firm Placee agrees that neither the
Company, Numis nor any of their respective officers or directors
will have any liability for any such other information or
representation and irrevocably and unconditionally waive any rights
it may have in respect of any such other information or
representation;
4. it and any person acting on its behalf is entitled to acquire
the Firm Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has
obtained all necessary consents and authorities and taken any other
necessary actions to enable it to commit to this participation in
the Firm 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;
5. where it is acquiring Firm Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Firm Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this appendix and
the announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Firm Placing in the
form provided to it by Numis;
6. the person whom it specifies for registration as holder of
the Firm Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither Numis nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Firm Placee and
any person acting on behalf of such Firm Placee agrees to
participate in the Firm Placing and it agrees to indemnify the
Company and Numis in respect of the same on the basis that the Firm
Placing Shares will be allotted to the CREST stock account of Numis
who will hold them as nominee on behalf of such Firm Placee until
settlement in accordance with its standing settlement
instructions;
7. neither Numis nor any person affiliated with Numis or acting
on its behalf is responsible for or shall have any liability for
any information, representation or statement contained in this
Announcement (including these terms and conditions), the Placing
Proof, the Prospectus or any information previously published by or
on behalf of the Company or any member of the Group and will not be
liable for any decision by a Firm Placee to participate in the Firm
Placing;
8. neither Numis, nor any person affiliated with Numis, nor any
person acting on its behalf is making any recommendations to any
Firm Placee or advising it regarding the suitability or merits of
any transaction a Firm Placee may enter into in connection with the
Firm Placing, and that participation in the Firm Placing is on the
basis that the relevant Firm Placee is not and will not be a client
of Numis for the purposes of the Firm Placing and each Firm Placee
acknowledges that neither Numis, nor any person affiliated with
Numis, nor any person acting on its behalf has any duties or
responsibilities to it for providing the protections afforded to
its clients or for providing advice in relation to the Firm Placing
or in respect of any representations, warranties, undertakings or
indemnities contained in the Underwriting Agreement or for the
exercise or performance of any of Numis's rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
9. it has not relied on Numis or any person affiliated with
Numis in connection with any investigation of the accuracy of any
information contained in this Announcement or its investment
decision and it has relied on its own investigation with respect to
the Firm Placing Shares and the Company in connection with its
investment decision;
10. in agreeing to subscribe for Firm Placing Shares, it is
relying on these terms and conditions and the Placing Proof and not
on any other information or representation concerning the Group,
the Firm Placing or the Firm Placing Shares;
11. save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA), no member of the Numis Group
nor any of their respective directors or employees shall be liable
to any Firm Placee for any matter arising out of the role of Numis
as the Company's nominated adviser and broker or otherwise, and
that where any such liability nevertheless arises as a matter of
law each Firm Placee will immediately waive any claim against each
member of the Numis Group and any of their respective directors and
employees which a Firm Placee may have in respect thereof;
12. Numis does not owe any fiduciary or other duties to any Firm
Placee in respect of any representations, warranties, undertakings
or indemnities in the Underwriting Agreement
13. it has observed, and will observe, the laws of all relevant
jurisdictions, obtained any requisite consents, complied with all
relevant formalities and paid any issue, transfer or other taxes
due in connection with its subscription for Firm Placing Shares in
any territory and it has not taken, and will not take, any action
which will or may result in Numis or the Company being in breach of
the legal or regulatory requirements of any jurisdiction;
14. its application for Firm Placing Shares is irrevocable and
if for any reason it becomes necessary to adjust the expected
timetable as set out in this Announcement, the Placing Proof or the
Prospectus, the Company will make an appropriate announcement to a
Regulatory Information Service giving details of the revised
dates;
15. its acceptance of the Firm Placing is not by way of
acceptance of the public offer to be made in the Prospectus and
Application Form but is by way of a collateral contract and, as
such, section 87Q of FSMA does not entitle it to withdraw in the
event that the Company publishes a supplementary prospectus in
connection with the Firm Placing and Open Offer. If, however, it is
entitled to withdraw, by participating in the Firm Placing, it
agrees to confirm its acceptance of the offer on the terms
contained in the Announcement, including this Appendix, on the same
terms immediately after such right of withdrawal arises;
16. it will comply with the disclaimers contained in this
Announcement and the selling restrictions set out in these terms
and conditions, the Placing Proof and the Prospectus;
17. the Firm Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the Firm Placing Shares may not be offered,
sold, pledged, resold, transferred, delivered or distributed into
or within the United States;
18. it is: (i) located outside the United States and are not a
US person as defined in Regulation S and are subscribing for the
Firm Placing Shares only in "offshore transactions" as defined in
and pursuant to Regulation S, and (ii) it is not subscribing for
Firm Placing Shares as a result of any "directed selling efforts"
as defined in Regulation S or by means of any form of "general
solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
19. it is not and was not acting on a non-discretionary basis
for the account or benefit of a person located within the United
States at the time the undertaking to subscribe for Firm Placing
Shares was given and it is not acquiring Firm Placing Shares with a
view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly, of any Firm Placing Shares
into the United States and it will not reoffer, resell, pledge or
otherwise transfer the Firm Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and otherwise in
accordance with any applicable securities laws of any state or
jurisdiction of the United States;
20. unless otherwise specifically agreed in writing with Numis,
it is not located in or a citizen or resident of or a corporation,
partnership or other entity created or organised in or under any
laws of Australia, Canada, Japan, the Republic of South Africa or
Switzerland (each a "Restricted Jurisdiction") and acknowledges
that the Firm Placing Shares have not been and will not be
registered nor will a prospectus be prepared in respect of the Firm
Placing Shares under the securities legislation of any Restricted
Jurisdiction and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, in or into those jurisdictions;
21. it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Firm Placing Shares and
it is not acting on a non-discretionary basis for any such
person;
22. it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted this Announcement, the Placing
Proof, the Prospectus or any other offering materials concerning
the Firm Placing and Open Offer to any persons within the United
States or any Restricted Jurisdiction, nor will it do any of the
foregoing;
23. if the Firm Placing does not proceed or the conditions to
the Underwriting Agreement are not satisfied then none of Numis or
the Company, nor 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 whatsoever to you or any
other person;
24. if it confirms to Numis on behalf of a Firm Placee an
agreement to subscribe for Firm Placing Shares and/or authorises
Numis to notify such Firm Placee's name to the Registrars, it
represents and warrants that it has authority to do so on behalf of
that Firm Placee;
25. (i) it has complied with its obligations under the Criminal
Justice Act 1993, Part VIII of FSMA and the EU Market Abuse
Regulation (EU/596/2014), (ii) in connection with money laundering
and terrorist financing, it has complied with its obligations under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000
(as amended), the Terrorism Act 2006 and the Money Laundering
Regulations 2007 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, 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, 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 has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to Numis such evidence, if any, as to
the identity or location or legal status of any person which Numis
may request from it in connection with the Firm Placing (for the
purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
Numis on the basis that any failure by it to do so may result in
the number of Firm Placing Shares that are to be purchased by it or
at its direction pursuant to the Firm Placing being reduced to such
number, or to nil, as Numis may decide in its absolute
discretion;
26. it is not, and it is not applying as nominee or agent for, a
person to whom the issue would give rise to a liability under any
of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository
receipts and clearance services) and that the Firm Placing Shares
allocated to it are not being acquired in connection with
arrangements to issue depository receipts or to issue or transfer
Firm Placing Shares into a clearing system;
27. if it is a resident in the European Economic Area, it is,
unless otherwise specifically agreed with Numis in writing, a
"qualified investor" within the meaning of the law in the Relevant
Member State implementing Article 2(1)(e)(i), (ii) or (iii) of the
Directive 2003/71/EC, as amended (the "Prospectus Directive");
28. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, it represents and
warrants that the Firm Placing Shares purchased by it in the Firm
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 a member state of the EEA which has implemented the
Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Numis has been given to
the offer or resale;
29. if in the United Kingdom, it (i) falls within article 19(5)
of the Order; (ii) falls within article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc") of the Order;
or (iii) is a person to whom this Announcement may otherwise be
lawfully communicated and in the case of (i) and (ii) undertakes
that it will acquire, hold, manage or dispose of any Firm Placing
Shares that are allocated to it for the purposes of its
business;
30. unless specifically agreed with Numis, it is a "professional
client" within the meaning of Chapter 3.5 of the Financial Conduct
Authority's Conduct of Business Sourcebook ("COBS") or an "eligible
counterparty" within the meaning of Chapter 3.6 of the COBS;
31. Numis does not have any duties or responsibilities to it, or
its clients, similar or comparable to the duties of "best
execution" and "suitability" imposed by COBS and that Numis is not
acting for it or its clients and that Numis will not be responsible
for providing protections to it or its clients;
32. 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 Firm Placing Shares in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
33. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Firm Placing Shares in, from or otherwise involving, the
United Kingdom;
34. the exercise by Numis of any rights or discretions under the
Underwriting Agreement shall be within Numis' absolute discretion
and Numis need not have any reference to it and shall have no
liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and it agrees that it
shall have no rights against Numis or its directors or employees
under the Underwriting Agreement;
35. any money held in an account with Numis on its behalf and/or
any person acting on its behalf will not be treated as client money
within the meaning of the rules and regulations of the Financial
Conduct Authority ("FCA"). Each Firm Placee further acknowledges
that the money will not be subject to the protections conferred by
the FCA's client money rules. As a consequence, this money will not
be segregated from Numis' money in accordance with such client
money rules and will be used by Numis in the course of its own
business and each Firm Placee will rank only as a general creditor
of Numis;
36. the allocation of Firm Placing Shares shall be determined by
Numis in its absolute discretion but in consultation with the
Company and that Numis may scale down any commitments for this
purpose on such basis as it may determine;
37. time shall be of the essence as regards its obligations to
settle payment for the Firm Placing Shares allocated to it and to
comply with its other obligations under the Firm Placing;
38. 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 agreement shall be governed by and construed in accordance
with the laws of England and Wales and it 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 (including non-contractual matters)
arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Firm Placing Shares (together with any interest chargeable thereon)
may be taken by the Company or Numis in any jurisdiction in which
the relevant Firm Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
39. agrees to indemnify on an after-tax basis and hold the
Company, Numis 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
Firm Placing;
40. no action has been or will be taken by any of the Company,
Numis or any person acting on behalf of the Company or Numis that
would, or is intended to, permit a public offer of the Firm Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
41. it is aware that it may be required to bear, and it, and any
accounts for which it may be acting, are able to bear, the economic
risk of, and is able to sustain, a complete loss in connection with
the Firm Placing;
42. it has relied upon its own examination and due diligence of
the Company and its associates taken as a whole, and the terms of
the Firm Placing, including the merits and risks involved;
43. its commitment to subscribe for Firm Placing Shares on the
terms set out herein and in the trade confirmation or contract note
will continue notwithstanding any amendment that may in future be
made to the terms of the Firm Placing and that Firm Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Firm
Placing;
44. Numis or any of its affiliates acting as an investor for
their own account may take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such
shares and may offer or sell such shares other than in connection
with the Firm Placing; and
45. agrees that the Company, Numis and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Numis on its own behalf and on
behalf of the Company and are irrevocable and are irrevocably
authorised to produce this Announcement or a copy thereof to any
interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Numis and the
Company and are irrevocable and shall not be capable of termination
in any circumstances. The Company and Numis will rely upon the
truth and accuracy of the foregoing representations,
acknowledgements, agreements and undertakings.
The agreement to settle a Firm Placee's subscription (and/or the
subscription of a person for whom such Firm Placee is contracting
as agent) free of stamp duty and stamp duty reserve tax depends on
the settlement relating only to a subscription by it and/or such
person direct from the Company for the Firm Placing Shares in
question. Such agreement assumes that the Firm Placing Shares are
not being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Firm Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Firm
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Numis will be
responsible, and the Firm Placee to whom (or on behalf of whom, or
in respect of the person for whom it is participating in the Firm
Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Firm Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Numis in the
event that any of the Company and/or Numis has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Firm Placee should seek its own advice and notify
Numis accordingly.
In addition, Firm Placees should note that they will be liable
for any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
subscription by them of any Firm Placing Shares or the agreement by
them to subscribe for any Firm Placing Shares.
Each Firm Placee and any person acting on behalf of the Firm
Placee acknowledges and agrees that Numis or any of its affiliates
may, at their absolute discretion, agree to become a Firm Placee in
respect of some or all of the Firm Placing Shares.
All times and dates in this Announcement may be subject to
amendment. Numis shall notify the Firm Placees and any person
acting on behalf of the Firm Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
APPIX 2
DEFINITIONS
The following definitions apply throughout this Announcement
(unless the context otherwise requires):
"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;
"AIM" the Alternative Investment Market,
a market operated by the London
Stock Exchange;
"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;
"BGF" BGF Investments LP, a limited partnership
with number LP14928 whose registered
office is at 13-15 York Buildings,
London WC2N 6JU;
"BGF Additional Option" the further share option to be
granted by the Company to BGF in
respect of 2,610,218 Ordinary Shares,
subject to Shareholder approval;
"BGF Financing" the issue to BGF of, together,
(i) the BGF Loan Notes and (ii)
1,028,355 Series A preference shares
in TTL for an aggregate subscription
price of EUR2,056,710 (satisfied
by payment of GBP1,773,026.32);
"BGF Loan Notes" GBP10,476,974 in principal of unsecured
fixed rate loan notes due 2021
issued by the Company to BGF, as
constituted by the Loan Note Instrument;
"BGF Option" the share option granted by the
Company to BGF in respect of 5,838,954
Ordinary Shares, pursuant to the
BGF Option Agreement;
"BGF Option Agreement" the option agreement dated 29 March
2017 and made between the Company
and BGF;
"Board" or "Directors" the directors of the Company at
the date of this Announcement;
"BP Chemicals" BP Chemicals Limited, a company
incorporated in England and Wales
with company number 00194971, whose
registered office is at Chertsey
Road, Sunbury On Thames, Middlesex,
TW16 7BP;
"BP Ventures" BP Technology Ventures Limited,
a company incorporated in England
and Wales with company number 09534543,
whose registered office is at Chertsey
Road, Sunbury On Thames, Middlesex,
TW16 7BP;
"Closing Price" the closing middle market quotation
of an Ordinary Share as derived
from the Daily Official List of
the London Stock Exchange;
"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;
"CREST Manual" the rules governing the operation
of CREST, consisting of the CREST
Reference Manual, CREST International
Manual, CREST Central Counterparty
Service Manual, CREST Rules, Registrars
Service Standards, Settlement Discipline
Rules, CCSS Operations Manual,
Daily Timetable, CREST Application
Procedure and CREST Glossary of
Terms (all as defined in the CREST
Glossary of Terms promulgated by
Euroclear UK on 15 July 1996, as
amended);
"CREST Rules" the rules and regulations and practices
of Euroclear UK;
"EEA States" a state which is a contracting
party to the agreement on the European
Economic Area signed at Oporto
on 2 May 1992, as it has effect
for the time being;
"EU" the European Union;
"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 an entitlement of a Qualifying
Entitlement" Euroclear Shareholder 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 traded on Euronext
Amsterdam;
"Euroclear UK" Euroclear UK & Ireland Limited,
the operator of CREST;
"Euronext Amsterdam" the regulated market operated by
Euronext Amsterdam N.V.;
"Ex-Entitlements Date" the date on which the Ordinary
Shares are marked "ex-entitlement",
being 8:00 a.m. on 30 March 2017;
"Excess Application Facility" the arrangement pursuant to which
Qualifying Shareholders may apply
for New Ordinary Shares in excess
of their Open Offer Entitlements;
"Excess Euroclear Open in respect of each Qualifying Euroclear
Offer Entitlements" Shareholder, the conditional entitlement
to apply for Excess Open Offer
Shares under the Excess Application
Facility, which are subject to
allocation in accordance with the
Prospectus;
"Excess Open Offer Entitlements" in respect of each Qualifying Shareholder,
the conditional entitlement to
apply for Excess Open Offer Shares
under the Excess Application Facility,
which are subject to allocation
in accordance with the Prospectus;
"Excess Open Offer Shares" the New Ordinary Shares which Qualifying
Shareholders will be invited to
acquire 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;
"Firm Placing Shares" the 17,400,000 New Ordinary Shares
which are the subject of the Firm
Placing;
"Firm Placees" those persons with whom Firm Placing
Shares are to be placed;
"Firm Placing" the placing of 17,400,000 New Ordinary
Shares with the Firm Placees;
"Form of Proxy" the form of proxy for use at the
General Meeting;
"FSMA" the Financial Services and Markets
Act 2000 (as amended);
"General Meeting" the general meeting of the Company
to be convened pursuant to the
Notice;
"Group" or "Accsys Group" Accsys and its existing subsidiary
undertakings (and, where the context
permits, each of them);
"Hull Plant" a 30,000 metric tonne wood chip
acetylation plant to be built at
the Saltend Chemical Park in Hull;
"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;
"Last Practicable Date" 28 March 2017, being the latest
practicable date prior to the publication
of this Announcement;
"Loan Notes" the BGF Loan Notes and the Volantis
Loan Notes together;
"Loan Note Instrument" the loan note instrument dated
29 March 2017 constituting the
Loan Notes;
"London Stock Exchange" London Stock Exchange plc;
"Medite" Medite Europe DAC (formerly Medite
Europe Limited);
"Medite Tricova(R) " Extreme Durable Medium Density
Fibreboard panels produced by Medite
using Tricoya(R) under licence
from TTL;
"Money Laundering Regulations" the Money Laundering Regulations
2007 (SI 2007 No. 2157);
"New Ordinary Shares" the Firm Placing Shares and/or
the Open Offer Shares and/or the
Excess Open Offer Shares, as the
context requires;
"Notice" the notice convening the General
Meeting, set out at the end of
the Prospectus;
"Numis" Numis Securities Limited;
"Offer Price" EUR0.69 per New Ordinary Share;
"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 pursuant to and
subject to the terms of the Open
Offer set out in the Prospectus,
and, in the case of Qualifying
Non-CREST Shareholders, the Application
Form;
"Open Offer Entitlement" the entitlement of a Qualifying
Shareholder 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) a right
to acquire an interest in Open
Offer Shares;
"Open Offer Shares" the 2,923,986 New Ordinary Shares
which Qualifying Shareholders will
be invited to acquire pursuant
to the Open Offer, or (in the case
of Qualifying Euroclear Shareholders)
an interest in such shares;
"Ordinary Shares" the ordinary shares of EUR0.05
each in the capital of Accsys;
"Overseas Shareholders" Shareholders who have registered
addresses outside the UK or the
Netherlands or who are citizens
or residents of, incorporated in,
or otherwise registered in countries
outside the UK or the Netherlands;
"Prospectus" the prospectus expected to be published
by the Company today in relation
to the Firm Placing and Open Offer;
"Prospectus Directive" means Directive 2003/71/EC (as
amended, including by Directive
2010/73/EU), including any relevant
implementing measure in any relevant
member state;
"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 but including,
where the context permits, Qualifying
Euroclear Shareholders;
"RBS" The Royal Bank of Scotland Plc;
"RBS Facility Agreement" facility agreement between (1)
TVUK as borrower, (2) RBS as mandated
lead arranger, (3) RBS as original
lender, (4) RBS as agent of the
other finance parties and (5) RBS
as security trustee for the secured
parties;
"Receiving Agent" or "Registrar" SLC Registrars of 42-50 Hersham
Road, Walton on Thames, Surrey,
KT12 1RZ, United Kingdom in its
capacities as registrar and receiving
agent in respect of the Firm Placing
and Open Offer;
"Record Time" means (i) in respect of Qualifying
CREST Shareholders and Qualifying
Non-CREST Shareholders, 6:00 p.m.
on 24 March 2017 and (ii) in respect
of Qualifying Euroclear Shareholders,
6:00 p.m. (CEST) on 29 March 2017;
"Regulation S" Regulation S promulgated under
the Securities Act;
"Regulatory Information means one of the regulatory information
Service" services approved by the London
Stock Exchange for the distribution
to the public of AIM announcements
and included within the list maintained
on the London Stock Exchange website
www.londonstockexchange.com;
"Relevant Member States" EEA States which have implemented
the Prospectus Directive (except
for the UK and the Netherlands);
"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 and Switzerland,
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;
"Solvay Acetow" Solvay Acetow GmbH;
"Solvay Acetow Loan Agreement" the term loan facility agreement
between Titan Wood BV, Solvay Acetow,
Titan Wood Limited and Solvay UK
Holding Company Limited dated 25
November 2015, as amended on 20
December 2016;
"Subscription Agent" ABN AMRO Bank N.V.;
"Tricoya(R) Consortium" the consortium of equity investors
subscribing for shares in TTL pursuant
to the TTL SSA, being TWL, BP Ventures,
Medite, BGF and Volantis;
"Tricoya(R) Project" the Tricoya(R) Consortium's project
to, among other things, finance,
construct and operate the Hull
Plant and to exploit all Tricoya(R)
related intellectual property;
"TTL" Tricoya Technologies Limited;
"TTL SSA" shareholder and subscription agreement
relating to TTL, made between TWL,
BP Ventures and TTL and dated 2
February 2016, as amended on 20
October 2016, 20 December 2016
and 8 March 2017, and as amended
and restated on 29 March 2017;
"TVUK" Tricoya Ventures UK Limited;
TWL Titan Wood Limited, a wholly-owned
subsidiary of the Company incorporated
in England and Wales;
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland;
"Underwriter" Numis Securities Limited;
"Underwriting Agreement" the agreement dated 29 March 2017
between the Company and the Underwriter
relating to the Firm Placing and
Open Offer, a summary of which
is set out in paragraph 11 of Part
XII (Additional Information) of
the Prospectus;
"US" or "United States" the United States of America, its
possessions and territories, all
areas subject to its jurisdiction
or any subdivision thereof, any
State of the United States and
the District of Columbia;
"US Securities Act" or the United States Securities Act
"Securities Act" of 1933, as amended;
"Volantis" the Alphagen Volantis Catalyst
Fund II Limited;
"Volantis Additional Option" the further share option to be
granted by the Company to Volantis
in respect of 1,438,284 Ordinary
Shares, subject to Shareholder
approval;
"Volantis Financing" the issue to Volantis of, together,
(i) the Volantis Loan Notes and
(ii) 566,645 Series A preference
shares in TTL for an aggregate
subscription price of EUR1,133,290
(satisfied by payment of GBP976,973.68);
"Volantis Loan Notes" GBP5,773,026 in principal of unsecured
fixed rate loan notes due 2021
issued by the Company to Volantis,
as constituted by the Loan Note
Instrument;
"Volantis Option" the share option granted by the
Company to Volantis in respect
of 3,217,383 Ordinary Shares pursuant
to the Volantis Option Agreement;
and
"Volantis Option Agreement" the option agreement dated 29 March
2017 and made between the Company
and Volantis.
IMPORTANT NOTICE
This Announcement has been issued by and is the sole
responsibility of Accsys. The information contained in this
Announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this Announcement or on its accuracy or completeness. The
information in this Announcement is subject to change.
This Announcement is not a prospectus but an advertisement. Any
decision to purchase, subscribe for, otherwise acquire, sell or
otherwise dispose of any New Ordinary Shares referred to in this
Announcement must be made only on the basis of the information
contained in and incorporated by reference into the Prospectus to
be published by Accsys in connection with the Firm Placing and Open
Offer. Copies of the Prospectus will, following publication, be
available from the registered office of the Company and on its
website at www.accsysplc.com.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, any securities in any jurisdiction. The
information contained in this Announcement is not for release,
publication or distribution to persons in the United States or any
Restricted Jurisdiction, and should not be distributed, forwarded
to or transmitted in or into any jurisdiction, where to do so might
constitute a violation of local securities laws or regulations.
Recipients of this Announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this Announcement and/or
the Prospectus. This Announcement does not constitute a
recommendation concerning any investor's options with respect to
the Firm Placing and Open Offer. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. 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.
This Announcement is 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: (i) if in a member state of the
European Economic Area, are, unless otherwise agreed with Numis,
qualified investors within the meaning of article 2(1)(e) of the
Prospectus Directive ("Qualified Investors"); and (ii) if in the
United Kingdom, fall within: (a) article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (b)
article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc.) of the Order; or (c) any other person to whom
it may lawfully be 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 does not itself
constitute an offer for sale or subscription of any securities in
Accsys.
Notice to all investors
Numis Securities Limited ("Numis") is authorised and regulated
in the United Kingdom by the Financial Conduct Authority. Numis is
acting for Accsys and is acting for no one else in connection with
the Firm Placing and Open Offer and will not regard any other
person as a client in relation to the Firm Placing and Open Offer
and will not be responsible to anyone other than Accsys for
providing the protections afforded to its clients, nor for
providing advice in connection with the Firm Placing and Open Offer
or any other matter, transaction or arrangement referred to
herein.
Numis' responsibilities as the Company's nominated adviser under
the AIM Rules are owed solely to the London Stock Exchange and are
not owed to the Company or to any Director or to any other
person.
Apart from the responsibilities and liabilities, if any, which
may be imposed upon Numis by the Financial Services and Markets Act
2000, neither Numis nor any of its subsidiary undertakings,
affiliates or any of its directors, officers, employees, advisers
or agents accepts any responsibility or liability whatsoever and
makes no representation or warranty, express or implied, for the
contents of this Announcement, including its accuracy, fairness,
sufficiency, completeness or verification or for any other
statement made or purported to be made by it, or on its behalf, in
connection with Accsys or the New Ordinary Shares or the Firm
Placing and Open Offer 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. Each of Numis and its
subsidiary undertakings, affiliates or any of its 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.
In connection with the Firm Placing and Open Offer, Numis and
any of its affiliates, acting as investors for their own accounts,
may subscribe for or purchase Ordinary Shares and in that capacity
may retain, purchase, sell, offer to sell or otherwise deal for
their own accounts in such Ordinary Shares and other securities of
the Company or related investments in connection with the Firm
Placing and Open Offer or otherwise. Accordingly, references to the
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 Numis and any of
its affiliates acting as investors for their own accounts. In
addition, Numis or its affiliates may enter into financing
arrangements and swaps in connection with which it or its
affiliates may from time to time acquire, hold or dispose of
Ordinary Shares. Numis has 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.
No person has been authorised to give any information or to make
any representations other than those contained in this Announcement
and the Prospectus and, if given or made, such information or
representations must not be relied on as having been authorised by
Accsys or Numis.
Investors' attention is drawn to paragraph 15 of Part VII of the
Prospectus, and in particular to regulatory obligations of
shareholders in Accsys as set out in that paragraph under
sub-headings 'Dutch Rules on the disclosure of substantial
holdings' and 'UK Disclosure Guidance and Transparency Rules'.
Cautionary statement regarding forward-looking statements
This Announcement may contain certain forward-looking
statements, beliefs or opinions, with respect to the financial
condition, results of operations and business of Accsys and the
Group.
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". The words "believe,"
"estimate," "target," "anticipate," "expect," "could," "would,"
"intend," "aim," "plan," "predict," "continue," "assume,"
"positioned," "may," "will," "should," "shall," "risk", their
negatives and other similar expressions that are predictions of or
indicate future events and future trends identify forward-looking
statements. An investor should not place undue reliance on
forward-looking statements because they involve known and unknown
risks, uncertainties and other factors that are in many cases
beyond the control of the Company or the Group. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. The Company cautions investors that
forward-looking statements are not guarantees of future performance
and that its actual results of operations and financial condition,
and the development of the industry in which it operates, may
differ materially from those made in or suggested by the
forward-looking statements contained in this Announcement and/or
information incorporated by reference into this Announcement. In
addition, even if the Company's or the Group's results of
operation, financial position and growth, and the development of
the markets and the industry in which the Group operates, are
consistent with the forward-looking statements contained in this
Announcement, these results or developments may not be indicative
of results or developments in subsequent periods. The cautionary
statements set forth above should be considered in connection with
any subsequent written or oral forward-looking statements that the
Company, or persons acting on its behalf, may issue.
Past performance of the Company cannot be relied on as a guide
to future performance. A variety of factors may cause the Company's
or the Group's actual results to differ materially from the
forward-looking statements contained in this Announcement. The
Group and Numis and any of their respective directors, officers,
employees, agents, affiliates and advisers expressly disclaim any
obligation to supplement, amend, update or revise any of the
forward-looking statements made herein, except where required to do
so under applicable law.
No statement in this Announcement is intended as a profit
forecast or a profit estimate and no statement in this Announcement
should be interpreted to mean that earnings per share of Accsys for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of Accsys.
[1] Note that, for the purposes of this illustrative column, the
TTL Series A preference shares and the TTL ordinary shares have
been aggregated on the basis of direct equivalence in order to
calculate percentages, notwithstanding the different rights enjoyed
by holders of the two classes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUKSVRBSAOURR
(END) Dow Jones Newswires
March 29, 2017 02:02 ET (06:02 GMT)
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