REG - Accsys Technologies - Results of Equity Issue

Accsys TechnologiesAnnouncement

25/05/2022 15:00

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RNS Number : 8104M  Accsys Technologies PLC  25 May 2022

       AIM: AXS

 
            Euronext Amsterdam: AXS

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR SWITZERLAND OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER OF SECURITIES IN ANY JURISDICTION

 

ACCSYS TECHNOLOGIES PLC
("Accsys", the "Company" or "Group")

Results of Equity Issue raising gross proceeds of approximately €20 million

Accsys, the fast-growing and eco-friendly company that combines chemistry and
technology to create high performance, sustainable wood building products,
announces the successful Issue of New Ordinary Shares to raise gross proceeds
of approximately €20 million (approximately €19 million net of expenses).

Further to the Company's announcement earlier today regarding the proposed
Placing to be conducted by way of the Bookbuild ("Launch Announcement"), the
Company has placed 13,606,112 New Ordinary Shares at a price of 145 euro cents
(123 pence) per share (the "Issue Price").

In addition, Accsys Directors Stephen Odell, Chairman, Rob Harris, CEO, and
Nick Meyer, NED, have also subscribed for 186,991 New Ordinary Shares at the
Issue Price through a Subscription representing, in aggregate, a total
investment of c.£230,000.

The Issue is not subject to shareholder approval.

The total 13,793,103 New Ordinary Shares represent approximately 7.2% of the
Company's existing issued share capital. The Issue Price represents a discount
of approximately 10.3% to the closing price of the Ordinary Shares on Euronext
Amsterdam of 161.6 euro cents, and a discount of approximately 8.4% to the
closing price of the Ordinary Shares on the AIM market of the London Stock
Exchange of 134.25 pence, in each case at close of business on 24 May 2022.

 

Rob Harris, CEO, commented:

"The successful fundraising announced today strengthens Accsys' balance sheet,
increases liquidity headroom and ensures delivery of our key growth projects.
With this funding now in place, Accsys looks forward to continuing to deliver
its targeted fivefold increase in production capacity over the coming years
and meeting the demand from our customers.

"On behalf of the Accsys team, I would like to thank our shareholders for the
support that they have again demonstrated, and we look to the future with
confidence."

 

 For further information, please contact:

Accsys Technologies PLC                                ir@accsysplc.com
 Sarah Ogilvie, Investor Relations
 Numis Securities (London)                              +44 (0) 20 7260 1000

 Nominated Adviser, Joint Bookrunner and Joint Broker
 Oliver Hardy (NOMAD), Ben Stoop, Hannah Boros
 Investec Bank plc (London)                             +44 (0) 20 7597 5970

 Joint Bookrunner and Joint Broker
 Carlton Nelson, Alex Wright, Harry Hargreaves
 ABN AMRO (Amsterdam)                                   +31 20 344 2000

 Joint Bookrunner
 Dennis van Helmond, Diederik Berend
 FTI Consulting (UK)                                    +44 (0) 20 3727 1340

Matthew O'Keeffe, Alex Le May

 

 

Capitalised terms used, and not defined elsewhere, in this announcement shall
have the meaning given to them in the Launch Announcement, save where the
context requires otherwise.

 

Application for Admission and Total Voting Rights

The Issue is conditional, inter alia, upon the Admission becoming effective.
Application will be made for 13,793,103 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 30 May 2022.

 

Following Admission, the Company's issued ordinary share capital will comprise
206,554,425 Ordinary Shares, each with voting rights. This figure of
206,554,425 may therefore be used by Shareholders as the denominator for the
calculations by which they may determine if they are required to notify their
interest in, or a change to their interest in, the Company's securities under
the FCA's Disclosure Guidance and Transparency Rules.

 

 

IMPORTANT NOTICES

 

This announcement including its appendices (the "Announcement") and the
information contained in it is not for publication, release, transmission
distribution or forwarding, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, Japan, Switzerland or the Republic
of South Africa or any other jurisdiction in which publication, release or
distribution would be unlawful. This Announcement is for information purposes
only and does not constitute an offer to sell or issue, or the solicitation of
an offer to buy, acquire or subscribe for shares in the capital of the Company
in the United States, Australia, Canada, Japan, Switzerland or the Republic of
South Africa or any other state or jurisdiction. This Announcement has not
been approved by the FCA, the London Stock Exchange or the AFM. Any failure to
comply with the restrictions set out in this Announcement may constitute a
violation of the securities laws of such jurisdictions.

 

The New Ordinary Shares have not been and will not be registered under the US
Securities Act or under the securities law or with any securities regulatory
authority of any state or other jurisdiction of the United States and may not
be offered, sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, in or into the United States absent
registration under the US Securities Act, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
US Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. The New Ordinary Shares are
being offered and sold outside of the United States in offshore transactions
in accordance with Regulation S under the US Securities Act. The New Ordinary
Shares have not been approved, disapproved or recommended by the U.S.
Securities and Exchange Commission, any state securities commission in the
United States or any other U.S. regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of
the New Ordinary Shares. Subject to certain exceptions, the securities
referred to herein may not be offered or sold in the United States, Australia,
Canada, Japan, Switzerland or the Republic of South Africa or to, or for the
account or benefit of, any national, resident or citizen of the United States,
Australia, Canada, Japan, Switzerland or the Republic of South Africa.

 

No public offering of securities is being made in the United States the United
Kingdom or elsewhere.

 

All offers of 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 will be made available in connection with the Placing and no
such prospectus is required (in accordance with the EU Prospectus Regulation
or the UK Prospectus Regulation) to be published. This Announcement and the
terms and conditions set out herein are for information purposes only. The
Placing is directed only at persons who are: (a) if in a member state of the
European Economic Area, persons who are qualified investors within the meaning
of article 2(e) of the EU Prospectus Regulation; (b) if in the United Kingdom,
persons who (i) are "investment professionals" specified in article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order") and/or (ii) fall within article 49(2)(a) to (d) of the Order
(and only where the conditions contained in those articles have been, or will
at the relevant time be, satisfied), and, in each case, who also 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").

 

This Announcement and the terms and conditions set out herein must not be
acted on or relied on by persons who are not Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this Announcement and the
terms and conditions set out herein relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. This Announcement
does not itself constitute an offer for sale or subscription of any securities
in Accsys.

 

The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor should consult
his, her or its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice. The contents of this
Announcement have not been reviewed by any regulatory authority in the United
Kingdom or elsewhere. Each Shareholder or prospective Shareholder is advised
to exercise caution in relation to the Issue.

 

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any of the Joint Bookrunners, or by any of their respective
partners, directors, officers, employees, advisers, consultants, affiliates or
agents as to or in relation to, the accuracy, fairness or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

 

Notice to all investors

 

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, agents or affiliates.
Apart from the responsibilities and liabilities, if any, which may be imposed
upon the Joint Bookrunners 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, agents or affiliates in
connection with Accsys or the New Ordinary Shares or the Issue and nothing in
this Announcement is, or shall be relied upon as, a promise or representation
in this respect, whether as to the past or future. The Joint Bookrunners
accept no liability or responsibility for any loss, costs or damage suffered
or incurred howsoever arising, directly or indirectly, from any use of this
Announcement or its content or otherwise in connection therewith or any acts
or omissions by the Company. Each of the Joint Bookrunners and their
subsidiary undertakings, affiliates or any of their directors, officers,
employees, advisers and agents accordingly disclaims to the fullest extent
permitted by law all and any responsibility and liability whether arising in
tort, contract or otherwise (save as referred to above) which it might
otherwise have in respect of this Announcement or any such statement and no
representation, warranty, express or implied, is made by any of the Joint
Bookrunners or any of their respective partners, directors, officers,
employees, advisers, consultants, agents or affiliates as to the accuracy,
fairness, completeness or sufficiency of the information contained in this
Announcement.

 

In connection with the Issue, the Joint Bookrunners and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase New Ordinary Shares as a principal position and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their own accounts
in such New Ordinary Shares and other securities of the Company or related
investments in connection with the Issue or otherwise. Accordingly, references
to the New Ordinary Shares being offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any offer to, or subscription,
acquisition, placing or dealing by the Joint Bookrunners and any of their
affiliates acting as investors for their own accounts. In addition, the Joint
Bookrunners or their affiliates may enter into financing arrangements and
swaps in connection with which they or their affiliates may from time to time
acquire, hold or dispose of New Ordinary Shares. The Joint Bookrunners have no
intention to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do
so.

 

Cautionary statement regarding forward-looking statements

 

This Announcement contains certain "forward-looking statements". Words such as
"believes", "anticipates", "estimates", "expects", "intends", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. All statements other than statements of
historical fact included in this Announcement are forward-looking statements.
Forward-looking statements appear in a number of places throughout this
Announcement and include statements regarding the Directors' or the Company's
intentions, beliefs or current expectations concerning, among other things,
operating results, financial condition, prospects, growth, expansion plans,
strategies, the industry in which the Group operates and the general economic
outlook.

 

By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend upon circumstances that may or may
not occur in the future and are therefore based on current beliefs and
expectations about future events. Forward-looking statements are not
guarantees of future performance. Investors are therefore cautioned that a
number of important factors could cause actual results or outcomes to differ
materially from those expressed in any forward-looking statements.

 

Neither the Company, nor any member of the Group, nor any of the Joint
Bookrunners undertakes any obligation to update or revise any of the
forward-looking statements, whether as a result of new information, future
events or otherwise, save in respect of any requirement under applicable law
or regulation (including, without limitation, FSMA, the AIM Rules for
Companies, UK MAR, the Dutch Financial Supervision Act and EU MAR).

 

Information to Distributors

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the New Ordinary Shares
have been subject to a product approval process, which has determined that the
New Ordinary Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the New Ordinary
Shares may decline and investors could lose all or part of their investment;
the New Ordinary Shares offer no guaranteed income and no capital protection;
and an investment in the New Ordinary Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Issue. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the New
Ordinary Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the New Ordinary Shares have been subject to a product
approval process, which has determined that such New Ordinary Shares are: (i)
compatible with an end target market of: (a) investors who meet the criteria
of professional clients as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic UK law by virtue of
the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal
Agreement) Act 2020; (b) eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail clients who
do not meet the definition of professional client under (b) or eligible
counterparty per (c); and (ii) eligible for distribution through all
distribution channels as are permitted by Directive 2014/65/EU (the
"UK target market assessment"). Notwithstanding the UK target market
assessment, distributors should note that: the price of the New Ordinary
Shares may decline and investors could lose all or part of their investment;
the New Ordinary Shares offer no guaranteed income and no capital protection;
and an investment in the New Ordinary Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The UK target market assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK target market
assessment, the Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the UK target market assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of COBS 9A
and COBS 10A, respectively; or (b) a recommendation to any investor or group
of investors to invest in, or purchase or take any other action whatsoever
with respect to the New Ordinary Shares.

 

Each distributor is responsible for undertaking its own UK target market
assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.

 

 

Market Abuse Regulation

 

This Announcement contains inside information for the purposes of EU MAR and
UK MAR (together, "MAR"). In addition, market soundings (as defined in MAR)
were taken in respect of the matters contained in this Announcement, with the
result that certain persons became aware of such inside information as
permitted by MAR. That inside information is set out in this Announcement and
has been disclosed as soon as possible in accordance with paragraph 7 of
article 17 of both EU MAR and UK MAR. Upon the publication of this
Announcement, the inside information is now considered to be in the public
domain and such persons shall therefore cease to be in possession of inside
information in relation to the Company and its securities.

 

The person responsible for making this Announcement on behalf of Accsys is
Nick Hartigan, General Counsel & Company Secretary.

 

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