REG - Accsys Technologies - Tricoya® Project, funding and equity raise <Origin Href="QuoteRef">ACCS.L</Origin> - Part 3
29/03/2017 07:08
- Part 3: For the preceding part double click ID:nRSc8465Ab
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.
APPENDIX 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® 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 E2,056,710 (satisfied by payment of £1,773,026.32);
"BGF Loan Notes" £10,476,974 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 Entitlement" an entitlement of a Qualifying 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 Offer Entitlements" in respect of each Qualifying Euroclear 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" or "FCA" the Financial Conduct Authority 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®" Extreme Durable Medium Density Fibreboard panels produced by Medite using Tricoya® 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" E0.69 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 E0.05 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 Shareholders" holders of a stock account with 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 Shareholders" Qualifying Shareholders (other 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 Service" means one of the regulatory information 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®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®Project" the Tricoya® Consortium's project to, among other things, finance, construct and operate the Hull Plant and to exploit all Tricoya® 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 "Securities Act" the United States 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 E1,133,290 (satisfied by payment of £976,973.68);
"Volantis Loan Notes" £5,773,026 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.
"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
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