REG - Accesso Technology - Result of Tender Offer

accesso TechnologyAnnouncement

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RNS Number : 6361W  Accesso Technology Group PLC  13 March 2026

13 March 2026

 

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/ 2014) AS IT FORMS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

 

 

Accesso Technology Group plc

("accesso", the "Company" or the "Group")

 

Result of Tender Offer

 

 

accesso Technology Group plc (AIM: ACSO), the premier technology solutions
provider for leisure, entertainment, and cultural markets, is pleased to
announce the result of its Tender Offer, details of which were set out in the
circular published by the Company on 11 February 2026 (the "Circular").

 

Capitalised terms used in this announcement but not defined have the meanings
given to them in the Circular.

 

The Tender Offer for the Company's Ordinary Shares closed at 1.00 p.m. London
time on Thursday 12 March 2026.

 

The maximum aggregate number of Ordinary Shares that could be purchased
pursuant to the Tender Offer was 4,833,333 Ordinary Shares at the Tender Price
of £3.00 per Ordinary Share, for an aggregate maximum consideration of
approximately £14.5 million. The Tender Offer was oversubscribed, with the
aggregate value of Ordinary Shares validly tendered by Qualifying Shareholders
exceeding the maximum consideration of approximately £14.5 million.

 

As the Tender Offer was oversubscribed, not all of the Ordinary Shares that
have been validly tendered have been accepted and purchased. The Guaranteed
Entitlement therefore applies to each Qualifying Shareholder and all Ordinary
Shares validly tendered up to the Guaranteed Entitlement, for each relevant
holding of Ordinary Shares, will be accepted and purchased in full. Qualifying
Shareholders who tendered in excess of their Guaranteed Entitlement have had
21.2%* of such excess satisfied in each case. Tenders have been accepted on
the basis set out in paragraphs 2.14 to 2.17 of Part V of the Circular.

 

Should any fractions arise from any scaling-down or Guaranteed Entitlement
arrangements under paragraphs 2.14 and 2.15 of Part V of the Circular, the
number of Ordinary Shares accepted shall be rounded down to the nearest whole
Ordinary Share (or to nil, as the case may be).

 

In total 4,833,333 Ordinary Shares will be purchased in accordance with the
terms and subject to the conditions of the Tender Offer at the Tender Price,
for a total cost of £14,499,999. This represents approximately 12.7 per cent
of the Issued Ordinary Share Capital of the Company.

 

As detailed in the Circular, the Company will buy back the successfully
tendered Ordinary Shares from Deutsche Numis and, following such repurchase,
cancel such Ordinary Shares thereby reducing its total Issued Ordinary Share
Capital and total voting rights from 38,116,207 to 33,282,874 Ordinary Shares.
Of the total number of Ordinary Shares validly tendered and purchased by the
Company, all 4,833,333 Ordinary Shares will be cancelled, with effect from on
or around 18 March 2026. This figure may be used by Shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Transparency Regulations and the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.

 

CREST accounts will be credited for revised uncertificated holdings of
Ordinary Shares and Tender Offer proceeds by 18 March 2026. For Ordinary
Shares held in certificated form, cheques in respect of Tender Offer proceeds
and balancing share certificates will be despatched by 27 March 2026.

 

Deutsche Numis will implement the Tender Offer by acquiring, as principal, the
successfully tendered Ordinary Shares at the Tender Price. Ordinary Shares
purchased by Deutsche Numis pursuant to the Tender Offer will be purchased as
principal and such purchases will be market purchases in accordance with the
provisions of the Act, the Prospectus Regulation Rules, the Listing Rules, the
rules of the London Stock Exchange, the Disclosure Guidance and Transparency
Rules and the Takeover Code. Immediately following completion of the Tender
Offer, Deutsche Numis shall exercise its right to sell such Ordinary Shares to
the Company, at the Tender Price, pursuant to the Option Agreement.

 

The information communicated in this announcement contains inside information
for the purposes of Article 7 of the UK version of the EU Market Abuse
Regulation (EU 596/ 2014) which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended and supplemented from time to time
("Market Abuse Regulation").

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Matthew Boyle, Chief Financial Officer.

 

 

Enquiries:-

 

 Accesso plc:
 Steve Brown, Chief Executive Officer    +44(0) 118 934 7400
 Matthew Boyle, Chief Financial Officer

 Deutsche Numis:

 (Nominated Adviser and Broker):

 (Nominated Adviser and Broker):
                                         +44 (0) 20 7260 1000
 Joshua Hughes
 Iqra Amin

 

 

 

 

Important Notices

 

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Ordinary Shares. The Tender Offer is made only pursuant to the
Circular and the related Tender Form with respect to the Ordinary, which
Shareholders were advised to read in full.

 

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated
under the laws of the Federal Republic of Germany with its principal office in
Frankfurt am Main. It is registered with the local district court
(Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on
banking business and to provide financial services. The London branch of
Deutsche Bank AG (trading for these purposes as Deutsche Numis) is registered
as a branch office in the register of companies for England and Wales at
Companies House (branch registration number BR000005) with its registered
branch office address and principal place of business at 21, Moorfields,
London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European
Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and
the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117
Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With
respect to activities undertaken in the United Kingdom, Deutsche Bank AG is
authorised by the Prudential Regulation Authority. It is subject to regulation
by the Financial Conduct Authority and limited regulation by the Prudential
Regulation Authority. Details about the extent of Deutsche Bank AG's
authorisation and regulation by the Prudential Regulation Authority are
available from Deutsche Bank AG on request.

 

Apart from the responsibilities and liabilities, if any, which may be imposed
on Deutsche Numis by FSMA or the regulatory regime established thereunder, or
under the regulatory regime of any jurisdiction where exclusion of liability
under the relevant regulatory regime would be illegal, void or unenforceable,
neither Deutsche Numis nor any of its affiliates, and its and their directors,
officers, employees or advisers accepts any responsibility whatsoever for, or
makes any representation or warranty, express or implied, as to the contents
of this announcement, including its accuracy or completeness or for any other
statement made or purported to be made by it, or on behalf of it, the Company,
the Directors or any other person, in connection with the Company or the
Tender Offer, and nothing in this announcement should be relied upon as a
promise or representation in this respect,whether or not to the past or
future. Deutsche Numis and its affiliates, and its and their directors,
officers, employees and advisers accordingly disclaims to the fullest extent
permitted by law all and any responsibility or liability whatsoever, 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.

 

Forward-looking statements

 

This announcement includes statements that are, or may be deemed to be,
forward-looking statements beliefs or opinions. These forward-looking
statements can be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "plans", "projects",
"anticipates", "expects", "intends", "may", "will", or "should" or, in each
case, their negative or other variations or comparable terminology. These
forward-looking statements include matters that are not historical facts. They
appear in a number of places throughout this announcement and include
statements regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Group's results of operations
and financial condition and the Group's liquidity, prospects, growth,
strategies and markets or current expectations regarding the Tender Offer.
These statements are made by the Directors in good faith based on the
information available to them at the date of this announcement and reflect the
Directors' beliefs and expectations.

 

By their nature, forward-looking statements involve risks, uncertainties and
assumptions. They relate to events and/or depend on circumstances in the
future which could cause actual results and outcomes to differ materially from
those currently anticipated. The Company undertakes no obligation, or no duty
is assumed (except as may be required by the AIM Rules for Companies, the
Disclosure and Transparency Rules, the rules of the London Stock Exchange and
by laws) to update any forward-looking statements, whether as a result of new
information, future events or otherwise after the date of this announcement.

 

No person has been authorised to give any information or make any
representations other than those contained in this announcement and, if given
or made, such information or representations must not be relied on as having
been so authorised. The delivery of this announcement shall not, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date of this announcement or that the
information in it is correct as of any subsequent time.

*21.16659000%.

 

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