TIDMAXS
RNS Number : 6451X
Accsys Technologies PLC
20 December 2019
20 December 2019 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 AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT 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 PUBLISHED BY ACCSYS TECHNOLOGIES PLC ON 28 NOVEMBER
2019 (THE "PROSPECTUS"). COPIES OF THE PROSPECTUS ARE AVAILABLE
FROM THE REGISTERED OFFICE OF ACCSYS TECHNOLOGIES PLC AND ON ITS
WEBSITE AT WWW.ACCSYSPLC.COM.
ACCSYS TECHNOLOGIES PLC
("Accsys" or the "Company")
Successful Results of General Meeting
The Company announces that, at the General Meeting held earlier
today, all of the resolutions set out in the Notice of General
Meeting dated 28 November 2019 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 'for' (discounting
the Notice of General votes withheld)
Meeting for full text)
ORDINARY RESOLUTIONS
To authorise the directors
to allot shares in
connection with the
Firm Placing and Placing
and Open Offer up
to a nominal amount
1. of EUR2,204,762. 60,182,459 3,653 600 99.99%
-------------------------------- ----------- -------- --------- -------------------
To additionally authorise
the directors to allot
shares generally up
to a nominal amount
2. of EUR734,920. 60,176,966 9,146 600 99.98%
-------------------------------- ----------- -------- --------- -------------------
SPECIAL RESOLUTIONS
To empower the directors
to allot shares in
connection with the
Firm Placing and Placing
and Open Offer up
to a nominal amount
of EUR2,204,762 for
cash other than pro
3. rata to existing shareholders. 60,172,459 13,653 600 99.98%
-------------------------------- ----------- -------- --------- -------------------
To empower the directors
to allot shares pursuant
to the authority granted
by resolution 2 above
up to a nominal amount
of EUR220,476 for
cash other than pro
4. rata to existing shareholders. 60,166,966 19,146 600 99.97%
-------------------------------- ----------- -------- --------- -------------------
Applications have been, or will shortly be, made for 27,239,764
Firm Placing Shares and 16,855,474 Open Offer Shares to be admitted
to trading on Euronext Amsterdam and AIM. It is expected that
Admission will become effective and that dealings in the 44,095,238
New Ordinary Shares will commence on Euronext Amsterdam and AIM at
8.00 a.m. (GMT) on 23 December 2019. The Firm Placing and Placing
and Open Offer remain conditional upon the Underwriting Agreement
becoming unconditional in all respects and not having been
terminated in accordance with its terms prior to Admission.
All capitalised terms in this announcement have the meaning
given to them in the Prospectus, unless otherwise defined
herein.
Ends
For further information, please contact:
Accsys Technologies Robert Harris, CEO (incoming) via FTI Consulting
PLC Paul Clegg, CEO (outgoing)
William Rudge, FD
Numis Securities Limited
- Joint Underwriter, Oliver Hardy (NOMAD)
Nominated Adviser, Christopher Wilkinson
Joint Financial Adviser Ben Stoop
and Joint Broker Oliver Cox +44 (0) 20 7260 1000
Investec Bank plc -
Joint Underwriter, Carlton Nelson
Joint Financial Adviser James Rudd
and Joint Broker Alex Wright +44 (0) 20 7597 5970
NIBC Bank N.V. - Joint Jean-Paul Mannie
Underwriter Jeroen Willard +31 20 550 8415
Matthew O'Keeffe
FTI Consulting Alex Le May +44 (0) 20 3727 1340
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 fast-growing
and eco-friendly company that combines chemistry and technology to
create high performance, sustainable wood building products.
Accsys' primary focus is on the production of Accoya(R) wood and
Tricoya(R) wood elements, 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
licensing 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 four principal business units:
(i) Accoya(R) wood production; (ii) building and operating of
Tricoya(R) wood chip acetylation plant in Hull; (iii) 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 (iv) the licensing of
technology for the production of Accoya(R) wood and Tricoya(R) wood
elements across the globe.
Tricoya(R) Consortium In March 2017, Accsys announced the
formation of the Tricoya(R) Consortium to fund, build and operate
the Tricoya(R) plant in Hull, UK. Members of the consortium include
BP and the leading manufacturer of sustainable wood-based panels,
MEDITE Europe DAC. Tricoya Ventures UK Ltd (TVUK), a subsidiary of
Accsys, owns and will operate the Tricoya(R) plant. TTL exploits
all Tricoya(R) related intellectual property and benefits from any
Tricoya(R) related revenues other than those generated by the
Tricoya(R) plant. The Tricoya(R) plant has a targeted annual
production capacity of 30,000 metric tonnes of Tricoya(R) chips per
annum, enough to produce approximately 40,000m(3) of Tricoya(R)
panel products per annum. The Tricoya(R) plant is expected to reach
EBITDA breakeven at approximately 40% design capacity and to take
approximately three years to reach full capacity following
start-up. The location of the Tricoya(R) plant at Saltend Chemicals
Park in Hull allows for expansion when market conditions
dictate.
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.
Moreover, the Accoya(R) wood production process does not compromise
the wood's strength or machinability. The combination of
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/news.
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' and 'Accsys Technologies' are trading names of Titan
Wood Limited. Accsys, 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.
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 is 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
published by Accsys in connection with the Firm Placing and Placing
and Open Offer. Copies of the Prospectus are 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 sell, allot or issue, or any offer or invitation to
purchase or subscribe for, or any solicitation to purchase or
subscribe for, any securities in the United States, Australia,
Canada, Japan, Switzerland, the Republic of South Africa or in any
jurisdiction to whom or in which such offer or invitation is
unlawful, nor does the fact of its distribution form the basis of,
or be relied upon in connection with, or act as any inducement to
enter into, any contract or commitment whatsoever with respect to
such securities, the Company or otherwise.
Neither this announcement nor any copy of it nor the information
contained in it and any related materials is for publication,
distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its
territories and possessions, any State of the United States and the
District of Columbia), Australia, Canada, Japan, Switzerland, the
Republic of South Africa or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such
jurisdiction. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
Recipients of this announcement and/or the Prospectus who are
considering acquiring New Ordinary Shares pursuant to the Firm
Placing and Placing and Open Offer are reminded that they 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 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 the Banks
(as defined below), qualified investors within the meaning of
article 2(e) of the Prospectus Regulation; 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 (the
"FCA"). Investec Bank plc ("Investec") is authorised by the
Prudential Regulation Authority (the "PRA") and regulated in the
United Kingdom by the PRA and the FCA. Numis, Investec and NIBC
Bank N.V. (together, the "Banks") are acting for Accsys and are
acting for no one else in connection with the Firm Placing and
Placing and Open Offer and will not regard any other person as a
client in relation to the Firm Placing and Placing and Open Offer
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 Firm Placing and
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 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.
Apart from the responsibilities and liabilities, if any, which
may be imposed upon the Banks by the Financial Services and Markets
Act 2000, none of the Banks nor any of their subsidiary
undertakings, affiliates or any of their 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 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. The Banks accept no liability or responsibility for any
such information or opinions or for any errors or omissions or any
loss howsoever arising, directly or indirectly, from any such or
opinions or otherwise arising in connection therewith. Each of the
Banks 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.
In connection with the Firm Placing and Placing and Open Offer,
the Banks and any of their 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 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 the Banks and any of their affiliates acting
as investors for their own accounts. In addition, the Banks 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 Ordinary Shares. The Banks 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.
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 the Banks.
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 the Banks 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, project, prediction or 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.
Information to Distributors
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 Firm Placing and Placing and Open
Offer. Furthermore, it is noted that, notwithstanding the Target
Market Assessment, the Banks 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.
ENDS
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMGMMZZGGZGLZM
(END) Dow Jones Newswires
December 20, 2019 05:07 ET (10:07 GMT)
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