TIDMAXS
RNS Number : 7451Z
Accsys Technologies PLC
25 May 2021
AIM: AXS
Euronext Amsterdam: AXS
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR SWITZERLAND OR INTO ANY OTHER JURISDICTION WHERE TO
DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION
ACCSYS TECHNOLOGIES PLC
("Accsys" or the "Company")
Successful Results of General Meeting and Total Voting
Rights
Accsys, the fast-growing and eco-friendly company that combines
chemistry and technology to create high performance, sustainable
wood building products, announces the following results from the
General Meeting held earlier today:
Both of the resolutions set out in the Notice of General Meeting
contained in the circular published by the Company on 6 May 2021
(the "Circular") were duly passed.
The final voting position is shown below (inclusive of proxy
votes cast prior to and at the General Meeting). Any proxy votes
which are at the discretion of the Chairman have been included in
the 'For' total.
No. Resolutions For Against Withheld % vote cast
(Please refer to the Notice 'for' (discounting
of General Meeting for votes withheld)
full text)
-------------------------------- ----------- ---------- --------- -------------------
ORDINARY RESOLUTION
To authorise the directors
to allot shares in connection
with the Placing and the
Open Offer up to a nominal
1. amount of EUR1,121,212.15 86,928,666 22,661 45,782 99.9%
-------------------------------- ----------- ---------- --------- -------------------
SPECIAL RESOLUTION
To empower the directors
to allot shares in connection
with the Placing and the
Open Offer up to a nominal
amount of EUR1,121,212.15
for cash other than pro
2. rata to existing shareholders. 85,259,124 1,692,203 45,782 98.0%
-------------------------------- ----------- ---------- --------- -------------------
Applications have been for 20,005,325 Placing Shares and
2,418,918 Open Offer Shares to be admitted to listing and trading
on Euronext Amsterdam and to trading on London Stock Exchange AIM.
It is expected that Admission will become effective and that
dealings in the New Ordinary Shares will commence on Euronext
Amsterdam and London Stock Exchange AIM at 8.00 a.m. (BST) on 26
May 2021. The Placing and the Open Offer each remain conditional
upon the Placing and Open Offer Agreement becoming unconditional in
all respects and not having been terminated in accordance with its
terms prior to Admission.
Total Voting Rights
The total number of issued Ordinary Shares following Admission
will be 191,748,507. The Company does not hold any shares in
treasury. Therefore, the total voting rights in the Company
following Admission will be 191,748,507. This figure may be used by
Shareholders as the denominator for the calculations by which they
may determine if they are required to notify their interest in, or
a change to their interest in, the Company's securities under the
FCA's Disclosure Guidance and Transparency Rules.
All capitalised terms in this announcement have the meaning
given to them in the Circular, unless otherwise defined herein.
ATTENTION: THIS INVESTMENT FALLS OUTSIDE AFM SUPERVISION.
NO PROSPECTUS REQUIRED FOR THIS ACTIVITY.
For further information, please contact: Accsys Technologies PLC ir@accsysplc.com
Sarah Ogilvie, Investor Relations
============================================ ======================
Numis Securities (London)
Nominated Adviser, Joint Bookrunner,
Joint Financial Adviser and Joint Broker
Oliver Hardy (NOMAD), Ben Stoop, Hannah
Boros +44 (0) 20 7260 1000
============================================ ======================
Investec Bank plc (London)
Joint Bookrunner, Joint Financial Adviser
and Joint Broker
Carlton Nelson, Alex Wright
ABN Amro (Amsterdam) +44 (0) 20 7597 5970
Joint Bookrunner
Dennis van Helmond, Richard van Etten +31 20 344 2000
============================================ ======================
FTI Consulting (UK)
Matthew O'Keeffe, Alex Le May +44 (0) 20 3727 1340
============================================ ======================
Off the Grid (The Netherlands)
Frank Neervoort, Yvonne Derske +31 681 734 236
============================================ ======================
IMPORTANT NOTICES
This announcement (the " Announcement ") and the information
contained in it is not for publication, release, transmission
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Japan,
Switzerland or the Republic of South Africa or any other
jurisdiction in which publication, release or distribution would be
unlawful. This Announcement is for information purposes only and
does not constitute an offer to sell or issue, or the solicitation
of an offer to buy, acquire or subscribe for shares in the capital
of the Company in the United States, Australia, Canada, Japan,
Switzerland or the Republic of South Africa or any other state or
jurisdiction. This Announcement has not been approved by the FCA,
the London Stock Exchange or the AFM. Any failure to comply with
the restrictions set out in this Announcement may constitute a
violation of the securities laws of such jurisdictions.
The New Ordinary Shares have not been and will not be registered
under the US Securities Act or under the securities law or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered, sold, pledged, taken
up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, in or into the United States absent
registration under the US Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The New Ordinary Shares
are being offered and sold outside of the United States in offshore
transactions in accordance with Regulation S under the US
Securities Act. The New Ordinary Shares have not been approved,
disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or
any other U.S. regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the New Ordinary Shares. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in the
United States, Australia, Canada, Japan, Switzerland or the
Republic of South Africa or to, or for the account or benefit of,
any national, resident or citizen of the United States, Australia,
Canada, Japan, Switzerland or the Republic of South Africa.
No public offering of securities has been or is being made in
the United States the United Kingdom or elsewhere.
All offers of the New Ordinary Shares will be made pursuant to
an exemption under the EU Prospectus Regulation and the UK
Prospectus Regulation (as applicable) from the requirement to
produce a prospectus. This Announcement is being distributed to
persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
No prospectus has been or will be made available in connection
with either the Placing or the Open Offer and no such prospectus is
required (in accordance with the EU Prospectus Regulation or the UK
Prospectus Regulation) to be published. This Announcement and the
terms and conditions set out herein are for information purposes
only. The Placing is directed only at persons who are: (a) if in a
member state of the European Economic Area, persons who are
qualified investors within the meaning of article 2(e) of the EU
Prospectus Regulation; (b) if in the United Kingdom, persons who
(i) are "investment professionals" specified in article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order") and/or (ii) fall within article 49(2)(a)
to (d) of the Order (and only where the conditions contained in
those articles have been, or will at the relevant time be,
satisfied); and, in each case, also (iii) are qualified investors
within the meaning of article 2 of the UK Prospectus Regulation; or
(c) persons to whom it may otherwise be lawfully communicated (all
such persons together being referred to as "Relevant Persons").
The Open Offer has been and will be made in the Netherlands in
reliance on the prospectus exemption as set out in section 53 of
Exemption Regulation pursuant to the Dutch Financial Supervision
Act (Vrijstellingsregeling Wft) ("Dutch Exemption Regulation Wft").
For the sole purpose of making the Open Offer in the Netherlands,
an information document (informatiedocument) (the "Dutch
Information Document") has been prepared in the Dutch language in
accordance with the Dutch Exemption Regulation Wft and has been
published, together with an informal English translation (for
information purposes only), on the Company's website. The Dutch
Information Document is not a prospectus within the meaning of the
EU Prospectus Regulation and has not been approved or reviewed by
the AFM.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or
prospective investor should consult his, her or its own legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice. The contents of this
Announcement have not been reviewed by any regulatory authority in
the United Kingdom or elsewhere. Each Investor or prospective
investor is advised to exercise caution in relation to the
Issue.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Bookrunners, or by any of its or their respective partners,
directors, officers, employees, advisers, consultants, affiliates
or agents as to or in relation to, the accuracy, fairness or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Notice to all investors
Numis is authorised and regulated in the United Kingdom by the
FCA . Investec is authorised by the Prudential Regulation Authority
(the "PRA") and regulated in the United Kingdom by the PRA and the
FCA. Investec Europe Limited (trading as Investec Europe), acting
on behalf of Investec Bank plc in certain jurisdictions in the EEA,
is regulated in Ireland by the Central Bank of Ireland. Numis,
Investec and ABN AMRO are acting for Accsys and are acting for no
one else in connection with the Issue and will not regard any other
person (whether or not a recipient of this Announcement) as a
client in relation to the Issue and will not be responsible to
anyone other than Accsys for providing the protections afforded to
their respective clients, nor for providing advice in connection
with the Issue or any other matter, transaction or arrangement
referred to herein.
Numis' responsibilities as the Company's nominated adviser under
the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any Director
or to any other person.
None of the information in this Announcement has been
independently verified by any of the Joint Bookrunners or any of
their respective partners, directors, officers, employees,
advisers, consultants or affiliates. Apart from the
responsibilities and liabilities, if any, which may be imposed upon
the Banks by FSMA, none of the Joint Bookrunners nor any of their
subsidiary undertakings, affiliates or any of their directors,
officers, employees, consultants, advisers or agents accept any
responsibility or liability whatsoever (whether arising in tort,
contract or otherwise) for the contents of the information
contained in this Announcement (including, but not limited to, any
errors, omissions or inaccuracies in the information or any
opinions) or for any other statement made or purported to be made
by or on behalf of any of the Joint Bookrunners or any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates in connection with Accsys or the New
Ordinary Shares or the Issue and nothing in this Announcement is,
or shall be relied upon as, a promise or representation in this
respect, whether as to the past or future. The Joint Bookrunners
accept no liability or responsibility for any loss, costs or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its content or otherwise in
connection therewith or any acts or omissions by the Company. Each
of the Joint Bookrunners and their subsidiary undertakings,
affiliates or any of their directors, officers, employees, advisers
and agents accordingly disclaims to the fullest extent permitted by
law all and any responsibility and liability whether arising in
tort, contract or otherwise (save as referred to above) which it
might otherwise have in respect of this Announcement or any such
statement and no representation, warranty, express or implied, is
made by any of the Joint Bookrunners or any of their respective
partners, directors, officers, employees, advisers, consultants or
affiliates as to the accuracy, fairness, completeness or
sufficiency of the information contained in this Announcement.
In connection with the Issue, the Joint Bookrunners and any of
their affiliates, acting as investors for their own accounts, may
subscribe for or purchase New Ordinary Shares as a principal
position and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such New Ordinary
Shares and other securities of the Company or related investments
in connection with the Issue or otherwise. Accordingly, references
to the New Ordinary Shares being offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any offer
to, or subscription, acquisition, placing or dealing by the Joint
Bookrunners and any of their affiliates acting as investors for
their own accounts. In addition, the Joint Bookrunners or their
affiliates may enter into financing arrangements and swaps in
connection with which they or their affiliates may from time to
time acquire, hold or dispose of New Ordinary Shares. The Joint
Bookrunners have no intention to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
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END
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