TIDMAXS
RNS Number : 6864M
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" or the "Company" or "Group")
Equity Issue to raise gross proceeds of approximately EUR20
million and Trading Update
Proceeds to strengthen the balance sheet, increase liquidity and
complete capacity expansion
Accsys, the fast-growing and eco-friendly company that combines
chemistry and technology to create high performance, sustainable
wood building products, today announces that it proposes to raise
gross proceeds of approximately EUR20 million (approximately EUR19
million net of expenses) by way of a Placing and Subscription (the
"Issue") of new ordinary shares of 0.05 euro cents nominal value
each ("New Ordinary Shares") in the Company at a price of 145 euro
cents (123 pence) (the "Issue Price").
The net proceeds of the Issue will be used to strengthen the
Company's balance sheet, increase liquidity headroom and fund
additional costs to complete the Arnhem Plant Reactor 4 ("R4")
capacity expansion. The Issue will also provide increased working
capital in FY23 to support the wider Accsys organisation in what is
a pivotal year, as the equivalent of an additional 60,000m(3) of
new capacity projects are due to come online in the next three
months, increasing the total capacity at Group level to 120,000m(3)
.
Accsys Directors Stephen Odell, Chairman, Rob Harris, CEO, and
Nick Meyer, NED, intend to subscribe for New Ordinary Shares at the
Issue Price representing, in aggregate, a total investment of
c.GBP230,000 (the "Subscription") following release of this
announcement.
The Placing is being conducted through an accelerated bookbuild
(the "Bookbuild") by the Company's corporate brokers in London and
Amsterdam to reflect Accsys' dual-listing on the London (AIM) and
Euronext Amsterdam stock exchanges. The Bookbuild will be launched
immediately following the release of this announcement by Numis
Securities Limited ("Numis"), Investec Bank plc ("Investec"), and
ABN AMRO Bank N.V. (acting in collaboration with ODDO BHF SCA)
("ABN AMRO" and together with Numis, and Investec, the "Joint
Bookrunners"). The timing of the closing of the Bookbuild, pricing
and allocations are at the discretion of the Joint Bookrunners and
the Company. A further announcement will be made following
completion of the Bookbuild.
Rob Harris, CEO, commented:
"We are pleased to report another period of strong demand and
good revenue growth in our trading update, which sets out key
headlines from our unaudited results for FY22. We are today also
announcing a capital raise to further strengthen our balance sheet
to improve liquidity and ensure delivery of our key growth
projects.
We are very excited to approach the completion of the R4 and
Hull projects in the next three months which brings the opportunity
to enhance profitability through economies of scale as we double
production capacity across Accsys. Demand for our high-performance
and sustainable building products, Accoya (R) and Tricoya (R) ,
remains strong and Accsys continues to deliver its targeted
fivefold increase in production capacity to 200,000m(3) by
2025."
Trading update - Headlines from unaudited results for the full
year ended 31 March 2022 (FY22)
-- Continuing strong demand for Accoya(R)
o Accoya(R) wood revenue up c.15% to EUR105 m
o Accoya(R) sales volumes broadly flat at c.59,649m(3) , with
volumes limited by capacity constraints, as well as temporary
production downtime at the Arnhem Plant connected to the
installation of R4 (see below for further details)
o North America Accoya(R) sales up c.40%
-- Higher average sales prices continue to offset significant
increases in raw material costs in Q4 FY22
-- Group FY22 EBITDA expectations continue to be in line with
guidance given in Accsys' 4 March 2022 Trading Update
-- Reported year end net debt of c.EUR27m and adjusted net debt(1) of c.EUR55m
-- Preliminary results for the year ended 31 March 2022 will be announced on 30 June 2022
Progress on strategic growth projects:
Tricoya(R) UK plant construction (Hull Plant)
-- Good progress has been made towards plant completion, with
the project managed directly by Accsys following the termination
last year of the EPC contract with EFAB
-- Plant physical construction is now largely complete and being
actively commissioned with commercial operations targeted to
commence in July/August 2022
-- Plant expected to produce an additional equivalent of
40,000m(3) once at full capacity (with a planned 3-year ramp up)
and target gross margin remaining at approximately 40%
-- Costs to complete the plant are expected to remain in-line
with the previously announced additional EUR9 -15 m of capital
costs (announced in August 2021, the "Hull additional costs"), with
FY23 remaining capex anticipated at c.EUR9m
-- As announced in November 2021, Accsys provided a EUR17m loan
(of which approximately EUR12 million is drawn down) to TUK(2) to
help fund Hull Plant project costs, which reduced Accsys' overall
cash liquidity but ensured the project remained on track
-- The TUK facility(3) remains in technical default as a result
of cost overruns and other project changes. The lender remains
supportive of the project and TUK is progressing discussions with
the lender to seek a facility amendment and extension of an
additional EUR3m. An inability to realise a facility increase would
require TUK to seek additional funding from its shareholders
Accoya (R) plant expansion in Arnhem
-- Operational start-up of R4 now expected through June 2022 (previously expected April 2022)
-- Since Accsys' 4 March 2022 trading update, construction of R4
has taken longer than expected due to challenges in the final
installation and pipework tie-ins along with delays in the supply
of certain equipment. This resulted in an unexpected second
shutdown across the plant in April/May 2022. The plant-wide works
have now been completed, with commissioning of R4 underway and the
plant's existing three reactors now back up and operational
-- EBITDA and cash generation from the Arnhem Plant were lower
than expected in the period from December 2021 to May 2022 as a
result of this extended downtime and delay to R4 being
operational
-- There is an expected additional cost of c.EUR7m to complete
the R4 project, compared to the original cost of EUR26m
-- Automated wood handling equipment now operational (ability to handle 100,000m (3) )
-- Following the R4 challenges, Accsys is conducting a strategic
review of its engineering capabilities and other actions to drive
improved capital project delivery
-- Once at full capacity, R4 is expected to add 20,000m(3) of
additional volume. Management is allowing for a two-year ramp up,
noting Reactor 3 at the Arnhem Plant was at full capacity within 9
months
-- Once operational, Accsys continues to expect increased
economies of scale at Arnhem from R4, with a target manufacturing
margin of approximately 30%. Profit per m(3) is targeted to grow
over FY23, but may result in lower percentage gross margin given
the expected sales mix and higher acetic acid prices
Accoya (R) USA plant joint venture
-- Good progress in line with expectations, with the project
targeted to deliver an IRR of over 20%
-- Ground was broken in April 2022 with Eastman leading
construction project management. An EPC contractor is on site,
under a fixed price cap mechanism contract, providing some
insulation from cost inflation
-- The plant has an anticipated total project cost of
approximately US$136m (c.EUR120m), split between Accsys and Eastman
(60:40), with US$70m of project cost being funded through an
eight-year term loan from First Horizon Bank
-- Anticipated 2-year construction timeline, with 43,000m(3) of
capacity once fully operational and the wider site has the
potential for up to 8 reactors, or >160,000m(3) capacity per
annum in total
-- As announced on 4 March 2022, the project financing required
Accsys to utilise some of its RCF facility to support a letter of
credit to the project's principal lender, First Horizon Bank. The
Group utilised a further GBP5m of its RCF in April 2022 and the RCF
is now fully drawn
Current trading and outlook
The Company continues to see strong demand for Accoya(R) and
Tricoya(R) , significantly in excess of capacity. Strong customer
demand together with increases in the average sales price has
enabled Accsys to continue to counteract higher raw material costs,
with further sales price increases expected in June 2022 to address
incremental cost pressures. Accsys has introduced an energy price
premium earlier this month, to further mitigate inflationary
pressures and offset the effects of volatile gas prices which
impact its acetyl raw material cost (a key input cost for the
Group).
As at 30 April 2022, the Group's adjusted(4) cash balance was
approximately EUR8m.
The Group's cash headroom has been impacted by a combination of
factors. These include:
-- macroeconomic dynamics, which have increased pressure on
working capital, particularly the need for high inventory and
increased acetyl price volatility
-- the previously announced Hull additional costs
-- costs and lower cash generation due to an unplanned delay in
the fourth reactor project and temporary halting of production at
the Arnhem Plant in April / May 2022
Consequently, the Board believes it is appropriate to strengthen
the balance sheet through the proposed Issue, particularly given
that FY23 will be a pivotal year for growth.
Rationale for the Issue
The proceeds of the Issue will be used to strengthen Accsys'
balance sheet, resulting in improved liquidity and covenant
headroom during more volatile economic conditions as the Company
invests to deliver future growth. Currently c.EUR200m of capital
has been committed to projects under management (with a total
project capex investment of EUR57m falling in FY23, which includes
EUR35m of cash due to be allotted to the Accoya(R) USA JV
investment). As set out under 'Current Trading and Outlook' above,
the Group's cash headroom has been adversely impacted despite
current tight management of the working capital position. The
proceeds of the Issue are intended to be used to fund the
following:
-- c.EUR7m will be used to fund the additional cost of R4 at Arnhem; and
-- c.EUR13m will be used for improving the Company's liquidity
and working capital position, including to:
o address the funding shortfall for the previously announced
Hull additional costs,
o provide contingency as the Company manages its investment
programme in significant projects during the key period of FY23,
and
o manage supply chain volatility, increased logistics costs,
higher inventory and acetyls cost variances.
As noted above, Accsys Directors Stephen Odell, Chairman, Rob
Harris, CEO and Nick Meyer, NED, have confirmed their intention to
participate in the Issue. 5
If the Issue were not to go ahead, the Company would have very
limited cash headroom. While management believes it could mitigate
any potential covenant issues in its principal banking facilities,
this cannot be guaranteed. Accsys would need to manage cash
carefully so as to prioritise liquidity over growth investment,
which would likely adversely impact Accsys' future prospects and
growth ambitions and increase the potential for an emphasis of
matter in the Company's FY22 audited accounts.
Timetable and structure of the Issue
The Board has consulted with a number of the Company's
shareholders ahead of the release of this Announcement, including
on the rationale for, and the structure of, the Issue. The
structure has been chosen as it minimises time to completion and
use of management time during an important period for the Company.
The directors believe that the Issue is in the best interests of
shareholders, as well as wider stakeholders in the Group.
Application will be made for the New Ordinary Shares to be
admitted to trading on the AIM market of London Stock Exchange plc
and Euronext Amsterdam ("Admission"). No prospectus is required in
respect of the Issue and no prospectus or similar document will be
published in connection with the Issue. Admission is expected to
take place on or before start of trading on 30 May 2022 and
settlement of the New Ordinary Shares is expected to take place on
the same date. The Issue is conditional, among other things, upon
Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms. Appendix II sets out
further information relating to the Bookbuild and the terms and
conditions of the Issue. By choosing to participate in the Issue
and by making an oral or written offer to acquire New Ordinary
Shares, Placees will be deemed to have read and understood this
Announcement in its entirety (including the Appendices) and to be
making a legally binding offer on, and subject to, the terms and
conditions in it, and to be providing the representations,
warranties and acknowledgements contained in Appendix II.
Notes:
1. Excludes US$31m committed for investment into Accoya(R) USA
JV in Q1 FY23 and includes both the De Engh Convertible and
corresponding restricted cash held by ABN AMRO (see details
described in the 4 March 2022 USA JV Announcement)
2. Tricoya UK Limited ("TUK") is Accsys' joint venture in
relation to the Hull plant in which Accsys is the largest
shareholder (through its shareholding in Tricoya Technologies
Limited)
3. The TUK facility is a project debt facility with NatWest
(EUR17m facility, of which approximately EUR14.5m has been drawn
down and approximately EUR2.5m remains undrawn). The facility term
runs to March 2023
4. Cash balance adjusted to exclude US$31m committed for
investment into Accoya(R) USA JV in Q1 FY23 and restricted cash
5. Given the benefit which the Company would obtain from these
Directors participating in the Issue and the Company not being in a
MAR closed period as at the date of this Announcement, the
non-participating directors of the Company have considered and
approved the participation in the Subscription by Stephen Odell,
Rob Harris and Nick Meyer for the purposes of the Company's share
dealing policy
For further information, please contact:Accsys Technologies PLC ir@accsysplc.com
Sarah Ogilvie, Investor Relations
Numis Securities Limited (London)
Nominated Adviser, Joint Bookrunner
and Joint Broker
Oliver Hardy (NOMAD), Ben Stoop, Hannah
Boros +44 (0) 20 7260 1000
Investec Bank plc (London)
Joint Bookrunner and Joint Broker
Carlton Nelson, Alex Wright, Harry
Hargreaves
ABN AMRO Bank N.V. (Amsterdam) +44 (0) 20 7597 5970
Joint Bookrunner
Dennis van Helmond, Diederik Berend +31 20 344 2000
FTI Consulting (UK)
Matthew O'Keeffe, Alex Le May +44 (0) 20 3727 1340
Current or potential investors in Accsys are reminded of the
non-exhaustive summary of the principal risks facing the Group set
out on pages 37 to 45 of the Company's annual report for FY21, as
well as those described elsewhere in this announcement.
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 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 are also
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).
FY22 figures and data
This Announcement contains certain figures and data relating to
the Group's trading and activities during FY22. All such figures
and data have been prepared and presented on an estimated and
unaudited basis and are subject to change as the Group's finance
function and auditors continue their year end work.
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.
APPIX I
DEFINITIONS
In addition to the terms defined elsewhere in this Announcement,
the following definitions apply throughout this Announcement
(unless the context otherwise requires):
"4 March 2022 Trading Update" the trading update issued by the Company
on 4 March 2022;
"4 March 2022 US JV Announcement" the RNS announcement issued by the
Company on 4 March 2022 confirming
that a final investment decision had
been made with respect to the Accoya(R)
USA JV;
"ABN AMRO" ABN AMRO Bank N.V.;
"Accoya(R) USA JV" Accoya USA LLC, a joint venture company
between Accsys and Eastman;
"Admission" the admission of the New Ordinary
Shares to listing and trading on Euronext
Amsterdam and to trading on AIM;
"AFM" the Dutch Authority for the Financial
Markets (Stichting Autoriteit Financiële
Markten);
"AIM" AIM, a market operated by the London
Stock Exchange;
"AIM Rules for Companies" the rules published by the London
Stock Exchange governing admission
to AIM and the regulation of companies
whose securities are admitted to trading
on AIM (including any guidance notes),
as each may be amended or reissued
from time to time;
"Arnhem Plant" the Group's Accoya(R) production facility
in Arnhem, the Netherlands;
"Board" or "Directors" the directors of the Company at the
date of this Announcement;
"Bookbuild" the accelerated bookbuild to be launched
immediately following release of this
Announcement;
"CJA" the Criminal Justice Act 1993;
"Companies Act" the Companies Act 2006 of England
and Wales;
"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;
"Data Protection Law" applicable data protection legislation
and regulations;
"De Engh Convertible" the EUR10 million convertible loan
agreement between the Company and
De Engh BV dated 3 March 2022;
"Eastman" Eastman Chemical Company;
"EEA" the European Economic Area;
"EU" the European Union;
"EU MAR" the EU Market Abuse Regulation (Regulation
(EU) 596/2014), together with any
related implementing legislation;
"EU Prospectus Regulation" the EU Prospectus Regulation (Regulation
(EU) 2017/1129), together with any
related implementing legislation;
"Euroclear Nederland" Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V.;
"Euroclear UK" Euroclear UK & Ireland Limited, the
operator of CREST;
"Euronext Amsterdam" Euronext Amsterdam N.V. or the regulated
market operated by Euronext Amsterdam
N.V. (as the context requires);
"Exchange Information" any information previously or subsequently
published by or on behalf of the Company,
including, without limitation, any
information required to be published
by the Company pursuant to applicable
laws;
"Financial Conduct Authority" the Financial Conduct Authority of
or "FCA" the UK;
"FSMA" the Financial Services and Markets
Act 2000 (as amended);
"FY21" the twelve months ending 31 March
2021;
"FY22" the twelve months ending 31 March
2022;
"FY23" the twelve months ending 31 March
2023;
"Group" Accsys and its existing subsidiary
undertakings (and, where the context
permits, each of them);
"Hull Plant" the Tricoya(R) wood chip acetylation
plant currently being built at the
Saltend Chemical Park in Hull;
"Investec" Investec Bank plc;
"Issue" together, the Placing and the Subscription;
"Issue Price" the single price per share payable
by Placees, pursuant to the Placing,
and Directors, pursuant to the Subscription;
"JerseyCo" Ray Implementation Limited, a subsidiary
of the Company incorporated in Jersey;
"Joint Bookrunners" Numis, Investec and ABN AMRO;
"London Stock Exchange" London Stock Exchange plc;
"MAR" UK MAR and EU MAR, as applicable;
"MiFID II" EU Directive 2014/65/EU on markets
in financial instruments, as amended;
"MiFID II Product Governance (a) MiFID II; (b) Articles 9 and 10
Requirements" of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures,
together;
"New Ordinary Shares" the new Ordinary Shares to be issued
pursuant to the Issue;
"Numis" or "Nominated Numis Securities Limited;
Adviser"
"Order" the Financial Services And Markets
Act 2000 (Financial Promotion) Order
2005;
"Ordinary Shares" the ordinary shares of 0.05 euro cents
each in the capital of Accsys;
"Placee" any person who has agreed to subscribe
for Placing Shares pursuant to the
Placing;
"Placing" the placing of New Ordinary Shares
with Placees subject to, and in accordance
with, the terms and conditions set
out in Appendix II to this Announcement;
"Placing Agreement" the agreement dated 25 May 2022 between
the Company and the Joint Bookrunners
relating to the Issue;
"Placing Price" the single price per share payable
by Placees under the terms and conditions
set out in Appendix II hereto, expected
to be 145 euro cents (123 pence);
"Placing Results" the results of the Placing, to be
released promptly following completion
of the Bookbuild;
"Placing Shares" the New Ordinary Shares which are
the subject of the Placing;
"R4" the fourth reactor at the Arnhem Plant;
"RCF" the Group's revolving credit facility;
"Registrar" the Company's registrars;
"Regulation S" Regulation S under the US Securities
Act;
"Relevant Persons" and has the meaning given to it in Appendix
"Qualified Investors" and II;
related terms
"Restricted Territory" United States, Canada, Australia,
South Africa, Japan, Switzerland,
New Zealand and any other jurisdiction
where the extension or availability
of the Issue would breach applicable
law;
"RIS" a regulatory information service;
"Shareholder" a holder of Ordinary Shares;
"Subscription" the potential subscription for New
Ordinary Shares by certain of the
Directors as part of the Issue;
"Target Market Assessment" the MiFID II target market assessment
undertaken by the Joint Bookrunners;
"Terms of Sale" the terms of sale to be signed under
the Placing Agreement following completion
of the Bookbuild;
"TUK" Tricoya UK Limited;
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland;
"UK MAR" the EU MAR, as it forms part of retained
EU law as defined in the European
Union (Withdrawal) Act 2018;
"UK Prospectus Regulation" the EU Prospectus Regulation, as it
forms part of retained EU law as defined
in the European Union (Withdrawal)
Act 2018;
"US" or "United States" the United States of America, its
possessions and territories, any state
of the United States of America and
the District of Columbia; and
"US Securities Act" the United States Securities Act of
1933, as amended.
APPIX II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING (AS DEFINED BELOW). THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX (TOGETHER, THE "ANNOUNCEMENT") ARE
FOR INFORMATION PURPOSES ONLY AND ARE 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 ARE: (A) IF IN A MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("EU QUALIFIED INVESTORS") WITHIN THE MEANING
OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (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 ARE ALSO QUALIFIED INVESTORS
(WITH PERSONS FALLING IN THIS PART (B) BEING "UK QUALIFIED
INVESTORS" AND, TOGETHER WITH EU QUALIFIED INVESTORS, "QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2 OF THE EU PROSPECTUS
REGULATION AS AMED AND TRANSPOSED INTO THE LAWS OF THE UNITED
KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND
THE EUROPEAN UNION (WITHDRAWAL AGREEMENT) ACT 2020 (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 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 AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA, SWITZERLAND, JAPAN, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN ACCSYS TECHNOLOGIES PLC (THE
"COMPANY").
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMED (THE "US SECURITIES ACT"), OR UNDER THE SECURITIES
LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, TAKEN UP, RESOLD TRANSFERRED OR DELIVERED DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES 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 THE SECURITIES LAWS OF ANY STATE OR ANY OTHER
JURISDICTION OF THE UNITED STATES. THE SECURITIES REFERRED TO IN
THIS ANNOUNCEMENT ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED
STATES IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH REGULATION S
UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SHARES
REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED
STATES, THE UNITED KINGDOM OR ELSEWHERE.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY
REGULATORY AUTHORITY IN THE UNITED KINGDOM, THE NETHERLANDS OR
ELSEWHERE. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE
PLACING. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS
ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENT PROFESSIONAL ADVICE.
Neither the Company, Numis Securities Limited ("Numis"),
Investec Bank plc ("Investec") nor ABN AMRO Bank N.V. ("ABN AMRO"),
nor any of their respective affiliates, agents, directors,
officers, consultants or employees, makes any representation or
warranty (whether express or implied) to persons who are invited to
and who choose to participate in the placing ("Placees") of new
Ordinary Shares in the capital of the Company (the "Placing") of
nominal value of EUR 0.05 (the "Placing Shares") regarding an
investment in the securities referred to in this Announcement under
the laws applicable to such Placees. Each Placee should consult its
own advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares. For the purposes of
this Announcement, references to Investec shall also include
Investec Europe Limited (trading as Investec Europe), acting as
agent on behalf of Investec Bank plc in certain jurisdictions in
the EEA.
By participating in the Placing, Placees will be deemed to have
read and understood this Announcement, including this Appendix, in
its entirety, and to be participating, making an offer and
acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties,
indemnities, acknowledgments and undertakings contained herein.
In particular each such Placee represents, warrants, undertakes,
agrees and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. it is and, at the time the Placing Shares are acquired, will
be outside the United States and acquiring the Placing Shares in an
"offshore transaction" in accordance with Regulation S under the US
Securities Act ("Regulation S"); and
3. if it is a financial intermediary, as that term is used in
Article 2(d) of the EU Prospectus Regulation or the UK Prospectus
Regulation, as applicable, any Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in circumstances which may give rise to an offer of
securities to the public other than an offer or resale to Qualified
Investors in a member state of the EEA or in the UK, as applicable,
or in circumstances in which the prior consent of the Joint
Bookrunners (as defined below) has been given to each such proposed
offer or resale.
For the purposes of this Appendix, Numis, Investec and ABN AMRO
are each a "Joint Bookrunner" and together the "Joint
Bookrunners".
The Company and each of the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations, warranties and
acknowledgements.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by
the Joint Bookrunners or any of its or their respective affiliates
or any of its or their respective agents, directors, officers or
employees which would, or is intended to, permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any country or jurisdiction where any such action
for that purpose is required. The information in this Announcement
may not be forwarded or distributed to any other person and may not
be reproduced in any manner whatsoever. Any forwarding,
distribution, dissemination, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply
with this directive may result in a violation of the US Securities
Act or the applicable laws of other jurisdictions.
Details of the Placing Agreement
The Company and the Joint Bookrunners have today entered into an
agreement with respect to the Placing (the "Placing Agreement")
under which, on the terms and subject to the conditions set out
therein, the Joint Bookrunners have agreed to (i) use their
respective reasonable endeavours, as agents of the Company, to
procure Placees for the Placing Shares in such number and at such
price, if any, as may be agreed between the Joint Bookrunners and
the Company and recorded in the executed terms of sale (the "Terms
of Sale") and (ii) to the extent that any Placee fails to pay the
Placing Price (as defined below) in respect of any of the Placing
Shares which have been allocated to it, to (severally and not
jointly or jointly and severally) subscribe for such Placing Shares
at the Placing Price.
Pursuant to the terms of the Placing Agreement, the Placing is
subject to certain conditions (including, inter alia, Admission).
The issue of the Placing Shares is to be effected by way of a cash
box placing. In accordance with the Placing Agreement and a
subscription and transfer agreement entered into between the
Company, Ray Implementation Limited (a Jersey incorporated
subsidiary of the Company) ("JerseyCo") and Numis, the Company will
allot and issue the Placing Shares on a non pre-emptive basis to
Numis and ABN AMRO, as bare nominee for the Placees (pending
transfer of legal title to the Placees through CREST), in
consideration for the transfer to the Company by Numis of certain
shares which it holds in JerseyCo. Accordingly, instead of
receiving cash as consideration for the issue of Placing Shares,
the Company will, conditional on Admission and following the
conclusion of the Placing, own all of the issued share capital of
JerseyCo, whose only asset will be its cash reserves, which will
represent an amount approximately equal to the net proceeds of the
Placing. By taking up or purchasing Placing Shares under the
Placing and submitting a valid payment in respect thereof, a Placee
instructs Numis and ABN AMRO to hold such payment and: (i) to the
extent of a successful application under the Placing, to apply such
payment on behalf of Numis solely for Numis to subscribe (as
principal) for redeemable preference shares in JerseyCo; and (ii)
to the extent of an unsuccessful application under the Placing, to
return the relevant payment without interest to the applicant. The
Joint Bookrunners also have the right to terminate the Placing
Agreement in certain circumstances. Further details of the Placing
Agreement are set out below.
The Placing Shares
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing ordinary shares in the Company,
including the right to receive all dividends and other
distributions declared, made or paid in respect of the ordinary
shares of the Company (the "Ordinary Shares") after the date of
issue of the Placing Shares.
Applications for admission to trading
Applications will be made for the Placing Shares to be admitted
to the regulated market operated by Euronext Amsterdam N.V.
("Euronext Amsterdam") and to the London Stock Exchange's AIM
market ("Admission"). It is expected that Admission will become
effective on or around 8.00 a.m. (London time) and 9.00 a.m.
(Central European time) on 30 May 2022 (or on such later date as
may be agreed between the Company and the Joint Bookrunners) and
that dealings in the Placing Shares will commence at that time.
Bookbuild
The Joint Bookrunners will commence with immediate effect a
bookbuilding process in relation to the Placing (the "Bookbuild")
to establish the single price payable per Placing Share by each
Placee (the "Placing Price") and demand for participation in the
Placing by Placees. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion, determine.
Participation in, and principal terms of, the Placing
1. Numis, Investec and ABN AMRO are acting severally, and not
jointly, or jointly and severally, as joint bookrunners and agents
of the Company in connection with the Placing.
2. Participation in the Placing will only be available to
Relevant Persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and any of their
affiliates may, acting as investors for their own account,
subscribe for Placing Shares in the Placing.
3. The Placing shall be conducted by way of a bookbuild to
establish the Placing Price and the number of Placing Shares to be
allocated to Placees, which will comprise their allocation of
Placing Shares.
4. The Bookbuild will commence on the release of this
Announcement and will close at a time to be determined by the Joint
Bookrunners in their absolute discretion (after consultation with
the Company), expected to be no later than 4.35 p.m. (London time)
on 25 May 2022. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed.
5. The Placing Price is expected to be 145 euro cents (123
pence) but the final Placing Price and the number of Placing Shares
to be issued will be agreed between the Joint Bookrunners and the
Company following completion of the Bookbuild. The Placing Price
and the number of Placing Shares to be issued will be announced by
the Company via a Regulatory Information Service ("RIS") following
the completion of the Bookbuild (the "Placing Results").
6. To bid in the Bookbuild, Placees should communicate their bid
by telephone and/or in writing to their usual sales contact at ABN
AMRO if they are resident in the Netherlands or at Numis or
Investec if they are resident in the United Kingdom or elsewhere
within the EEA. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Placing
Price ultimately established by the Company and the Joint
Bookrunners or at prices up to a price limit specified in its bid.
Bids may also be scaled down by the Joint Bookrunners on the basis
referred to in paragraph 11 below.
7. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement and will be legally binding
on the Placee on behalf of which it is made and, except with the
consent of the Joint Bookrunners, will not be capable of variation
or revocation after the time at which it is submitted.
8. Each prospective Placee's allocation will be agreed between
the Joint Bookrunners and the Company and will be confirmed orally
or in writing by one of the Joint Bookrunners (each as agent for
the Company) following the close of the Bookbuild and a trade
confirmation or contract note will be despatched thereafter. This
oral or written confirmation from a Joint Bookrunner to a Placee
will constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) in favour of Numis,
Investec, ABN AMRO and the Company to subscribe for the number of
Placing Shares allocated to it at the Placing Price on the terms
and conditions set out in this Appendix and in accordance with the
Company's articles of association. The terms and conditions of this
Announcement will be deemed to be incorporated in that trade
confirmation, contract note or such other (oral or written)
confirmation and will be legally binding on the Placee on behalf of
which it is made. All obligations under the Bookbuild and Placing
will be subject to fulfilment of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Termination of the
Placing Agreement". By participating in the Bookbuild, each Placee
will agree that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the
Placee.
9. Each Placee will have an immediate, separate, irrevocable and
binding obligation owed to the Joint Bookrunners, as agents for the
Company, to pay in cleared funds at the relevant time in accordance
with the requirements set out below under "Registration and
Settlement", an amount equal to the product of the Placing Price
and the number of Placing Shares such Placee has agreed to
subscribe for and the Company has agreed to allot.
10. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined in
consultation with the Company and may scale down any bids for this
purpose on such basis as they may in their absolute discretion
determine. The Joint Bookrunners may also, notwithstanding
paragraphs 6 and 9 above, (i) allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time; and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The Company
reserves the right (with the agreement of the Joint Bookrunners) to
reduce or seek to increase the amount to be raised pursuant to the
Placing, in agreement with the Joint Bookrunners. As noted above,
the Company will release an announcement following the close of the
Bookbuild, detailing the Placing Price and the aggregate number of
Placing Shares to be issued.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. Completion of the Placing will be subject to the fulfilment
of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement". In
the event that the Placing Agreement does not become unconditional
in any respect or is terminated, the Placing will not proceed.
13. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee, and is not subject to
any further conditions or requirements other than those set out in
this Announcement or the Placing Agreement.
14. To the fullest extent permissible by law, none of Numis,
Investec or ABN AMRO nor any of their affiliates, agents,
directors, officers, consultants or employees shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise) in connection with the Placing or
the Bookbuild. In particular, none of the Joint Bookrunners nor any
of their respective affiliates, agents, directors, officers,
consultants or employees shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of the relevant Joint Bookrunner's conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.
Conditions of the Placing
The Placing is conditional upon, among other things, the Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms.
The obligations of the Joint Bookrunners under the Placing
Agreement in respect of the Placing Shares are conditional on,
among other things:
(a) the Joint Bookrunners and the Company entering into the Terms of Sale;
(b) the Company allotting the Placing Shares, prior to and
conditional only on Admission in accordance with the Placing
Agreement;
(c) the Placing Agreement not having been terminated in
accordance with its terms prior to Admission;
(d) there having been no breach by the Company or JerseyCo of
any of their obligations under the initial subscription and option
agreement or the subscription and transfer agreement before
Admission; and
(e) Admission in respect of the Placing Shares taking place by
not later than 8.00 a.m. (London time) and 9.00 a.m. (Central
European time) on 30 May 2022 (or such later time and/or date as
may be agreed between the Joint Bookrunners and the Company).
The Joint Bookrunners may, in their absolute discretion and on
such terms as each Joint Bookrunner thinks appropriate, waive the
satisfaction, in whole or in part, of certain conditions in the
Placing Agreement by giving notice in writing to the Company. The
conditions set out at paragraphs (a) and (d) above may only be
extended by the mutual agreement of the Company and the Joint
Bookrunners. Any such waiver by the Joint Bookrunners will not
affect Placees' commitments as set out in this Announcement.
If: (i) any of the conditions contained in the Placing Agreement
are not fulfilled or, where permitted, waived by the Joint
Bookrunners by the time or date specified (or such later time
and/or date as the Company and the Joint Bookrunners may agree); or
(ii) any of such conditions become incapable of being fulfilled; or
(iii) the Placing Agreement is terminated in the circumstances
specified below under "Termination of the Placing Agreement", the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
Neither the Company, Numis, Investec, ABN AMRO, nor any of their
respective affiliates, agents, directors, officers, consultants or
employees, shall have any liability, whether in contract, tort or
otherwise, to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Bookbuild and the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners and the Company. Placees will have no rights
against Numis, Investec, ABN AMRO, the Company or any of their
respective members, directors or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999 (as amended) or otherwise.
Lock-up
As part of the Placing, the Company has undertaken, subject to
certain customary agreed exceptions, that it will not, among other
things, issue, offer, sell, contract to sell or issue or grant any
rights in respect of any Ordinary Shares in the period from the
date of this Announcement until 180 days after Admission without
the prior written consent of the Joint Bookrunners (such consent
not to be unreasonably withheld or delayed).
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to grant consent to waive the
undertaking by the Company in respect of a transaction which would
otherwise be subject to the lock-up under the Placing Agreement
shall be within the absolute discretion of the Joint Bookrunners
and that they need not make any reference to, or consult with,
Placees and that the Joint Bookrunners shall have no liability to
Placees whatsoever in connection with any such exercise of their
power to grant such consent.
Termination of the Placing Agreement
The Joint Bookrunners are entitled, at any time prior to
Admission, to terminate the Placing Agreement in accordance with
its terms by giving notice in writing to the Company in certain
circumstances, including in the event of, inter alia: (i) the
warranties of the Company and/or JerseyCo contained in the Placing
Agreement, initial subscription and option agreement or
subscription and transfer agreement being or becoming untrue,
inaccurate or misleading to the extent any Joint Bookrunner
considers (acting in good faith) to be material in the context of
the Group taken as a whole or the Placing and/or the proposed
Subscription; (ii) any statement contained in certain documents
issued, or entered into, by the Company in connection with the
Placing being untrue, inaccurate or misleading in any material
respect (or any matter having arisen which would constitute a
material omission from such documents), in each case which any
Joint Bookrunner considers in its sole judgement (acting in good
faith) to be material in the context of the Group as a whole or the
Placing and/or the Subscription; (iii) there having been a failure
to comply by the Company and/or JerseyCo with any of their
obligations under the initial subscription and option agreement or
the subscription and transfer agreement to an extent which any
Joint Bookrunner considers in its sole judgement (acting in good
faith) to be material in the context of the Group as a whole or the
Placing and/or Admission; (iv) either application for Admission
being withdrawn by the Company and/or refused by the London Stock
Exchange or Euronext Amsterdam (as applicable); (v) the occurrence,
in the good faith opinion of any Joint Bookrunner, of certain
material adverse changes, or any development reasonably likely to
involve a material adverse change, in or affecting the financial,
trading or operational condition or prospects of the Company,
whether or not arising in the course of business; (vi) the
occurrence of certain force majeure events which any Joint
Bookrunner (acting in good faith) considers to materially and
adversely affect the financial or trading position or the business
or prospects of the Group (taken as a whole), or which renders the
Placing and/or the Subscription and/or Admission and/or
post-Admission dealings in the Placing Shares impracticable or
inadvisable in any material respect; or (vii) the cancellation or
suspension by the London Stock Exchange or Euronext Amsterdam of
trading in the Company's securities which any Joint Bookrunner
(acting in good faith) believes would make it inadvisable or
impracticable to proceed with the Placing and/or the Subscription
and considers to be material in the context of the Group taken as a
whole or the Placing and/or the Subscription.
Upon such termination, the Company and the Joint Bookrunners
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement and the
Placing will not proceed.
By participating in the Placing, Placees agree that the exercise
or non-exercise by any Joint Bookrunner of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of each of the Joint Bookrunners and that none
of the Joint Bookrunners need make any reference to the Placees
prior to such exercise and that none of the Joint Bookrunners or
their respective affiliates or their or their respective
affiliates' agents, members, directors, officers or employees,
respectively, shall have any liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be submitted
to be approved by the UK Financial Conduct Authority (the "FCA"),
Dutch Authority for the Financial Markets (Stichting Autoriteit
Financiële Markten) or any other regulator in relation to the
Bookbuild or the Placing and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement (including this Appendix) which has been released by
the Company today and any information publicly announced to a RIS
by or on behalf of the Company prior to or on the date of this
Announcement and subject to the further terms set forth in the
contract note or trade confirmation to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Bookbuild and
the Placing, agrees that the content of this Announcement
(including this Appendix) is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
other information, representation, warranty, or statement made by
or on behalf of the Company, or the Joint Bookrunners other than
publicly available information and none of the Joint Bookrunners or
the Company nor any person acting on their behalf nor any of their
respective affiliates has or shall have any liability for any
Placee's decision to participate in the Bookbuild and the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude or limit the liability of any person
for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the systems administered by
Euroclear UK & Ireland Limited ("CREST") and by Nederlands
Centraal Instituut voor Giraal Effectenverkeer B.V. ("Euroclear
Nederland"). Settlement will be on a delivery versus payment basis.
Subject to certain exceptions, the Joint Bookrunners and the
Company reserve the right to require settlement and delivery of the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary or in certificated form if delivery
or settlement is not possible or practicable within the CREST
system or Euroclear Nederland or would not be consistent with the
regulatory requirements in the relevant Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or trade
confirmation stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to Numis, Investec or ABN AMRO as appropriate and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions or the Euroclear Nederland settlement
instructions, as appropriate, that it has in place with the
relevant Joint Bookrunner.
The Company will deliver (i) the Placing Shares taken up by
Placees resident outside of the Netherlands to a CREST account
operated by Numis who will transfer those Placing Shares allocated
to Placees by Investec or ABN AMRO, as the case may be, to a CREST
account operated by the relevant Joint Bookrunner, as appropriate,
as the Company's agent and the relevant Joint Bookrunner will enter
its delivery (DEL) instruction into the CREST system and (ii) the
Placing Shares taken up by Placees resident in the Netherlands to a
Euroclear Nederland securities account operated by Numis, Investec
or ABN AMRO, as appropriate, as the Company's agent and the
relevant Joint Bookrunner will enter its delivery instructions into
the Euroclear Nederland system. The input to CREST or Euroclear
Nederland (as applicable) by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement through CREST and through
Euroclear Nederland will be from 8:00 a.m. (London time) and 9.00
a.m. (Central European time) on 30 May 2022 on a delivery versus
payment basis in accordance with the instructions set out in the
trade confirmation unless otherwise notified by Numis, Investec or
ABN AMRO. Interest is chargeable daily on payments not received
from Placees on the due date in accordance with the arrangements
set out above, in respect of either CREST or certificated
deliveries.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Numis, Investec or ABN AMRO may sell any or all
of the Placing Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for its own account and
benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee for the Placing Shares sold
plus any interest due. The relevant Placee will, however, remain
liable for and shall indemnify the relevant Joint Bookrunner on
demand for any shortfall below the aggregate amount owed by it for
the Placing Shares and for any stamp duty or stamp duty reserve tax
and any other similar or equivalent duties or taxes (together with
any interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf. Each Placee confers on the
Joint Bookrunners all such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all
actions which any of the Joint Bookrunners lawfully undertakes in
pursuance of such sale. Legal and/or beneficial title in and to any
Placing Shares shall not pass to the relevant Placee until it has
fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax (or any equivalent taxes in the Netherlands in
respect of Placees resident in the Netherlands). Placees shall not
be entitled to receive any fee or commission in connection with the
Bookbuild or the Placing. If there are any circumstances in which
any other stamp duty or stamp duty reserve tax (together with
interest and penalties) is payable in respect of the issue of the
Placing Shares, none of the Joint Bookrunners or the Company shall
be responsible for the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
undertakes, acknowledges, confirms and agrees with the Company and
each of the Joint Bookrunners, in each case as a fundamental term
of its participation, that:
1. its commitment is made solely on the basis of publicly
available information and subject to this Appendix and not on the
basis of any other information given, or any representation or
statement made at any time, by any person concerning the Company,
the Placing Shares or the Placing. It agrees that neither the
Company nor the Joint Bookrunners, or any of their respective
officers, agents, employees or affiliates will have any liability
for any other information or representation. It irrevocably and
unconditionally waives any rights it may have in respect of any
other information or representation;
2. it has carefully read and understands this Announcement,
including this Appendix, in its entirety and acknowledges that its
subscription of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained in this
Announcement and not in reliance on any information,
representation, warranties or statements other than those contained
in the Announcement. It further agrees that these terms and
conditions represent the whole and only agreement between each
Placee, the Company and the Joint Bookrunners in relation to each
Placee's participation in the Placing and supersede any previous
agreement between any of such parties in relation to such
participation. Accordingly, all other terms, conditions,
representations, warranties and other statements which would
otherwise be implied (by law or otherwise) shall not form part of
these terms and conditions. It agrees that neither of the Company
or the Joint Bookrunners, nor any of their respective officers or
directors, will have any liability for any such other information
or representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
3. it has not relied on any information, representations,
warranties or statements other than those contained in this
Announcement, and undertakes not to redistribute or duplicate this
Announcement;
4. it has not relied on any of the Joint Bookrunners or any
person affiliated with any of them in connection with any
investigation of the accuracy of any information contained in this
Announcement;
5. it acknowledges that no offering document or prospectus has
been or will be prepared in connection with the Placing and it has
not received and will not receive a prospectus or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
6. it acknowledges that none of the Joint Bookrunners, the
Company nor any of their respective affiliates, agents, directors,
officers, consultants or employees nor any person acting on behalf
of any of them has provided, and none of them will provide, it with
any material or information regarding the Placing Shares or the
Company or any other person other than this Announcement, including
this Appendix, nor has it requested any of the Joint Bookrunners,
the Company, nor any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such
material or information;
7. unless otherwise specifically agreed with the Joint
Bookrunners, it is not, and at the time the Placing Shares are
acquired, neither it nor the beneficial owner of the Placing Shares
will be a resident of the United States, Canada, Australia, South
Africa, Japan, Switzerland, New Zealand, or a citizen, resident or
national of any other state or jurisdiction in which it is unlawful
to make or accept an offer to acquire the Placing Shares (each a
"Restricted Territory") and further acknowledges that the Placing
Shares have not been and will not be registered under the
securities legislation of the United States or any other Restricted
Territory and, subject to certain exceptions, may not be offered,
sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions;
8. it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted this Announcement or any other
offering materials concerning the Placing or the Placing Shares to
any persons within a Restricted Territory or any other jurisdiction
in which it would be unlawful to do so, nor will it do any of the
foregoing;
9. it is not acting on a non-discretionary basis for the account
or benefit of any person located within the United States or any
other Restricted Territory at the time the undertaking to subscribe
for Placing Shares was given and it is not acquiring the Placing
Shares with a view to the offer, sale, resale, transfer, delivery
or distribution, directly or indirectly, of any Placing Shares into
the United States or any other Restricted Territory;
10. it acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and its Directors and
that neither the Joint Bookrunners nor any of their affiliates,
agents, directors, officers, consultants or employees nor any
person acting on their behalf are responsible for or shall have any
liability, in contract, tort or otherwise for any information,
representation or statement contained in this Announcement, any
misstatements in or omission from any publicly available
information relating to the Company, or any information previously
or subsequently published by or on behalf of the Company,
including, without limitation, any information required to be
published by the Company pursuant to applicable laws (the "Exchange
Information") and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or any information
published prior to or on the date of this Announcement by or on
behalf of the Company or otherwise. It further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which it has relied in committing itself to subscribe
for the Placing Shares is contained in this Announcement and any
information previously published by the Company by notification to
a RIS, such information being all that it deems necessary to make
an investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information given or
representations, warranties or statements made by the Joint
Bookrunners or the Company and neither the Joint Bookrunners nor
the Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. It further
acknowledges and agrees that it has conducted and relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing and has received
and reviewed all information that it believes is necessary or
appropriate in connection with its purchase of Placing Shares and
has made its own assessment and has satisfied itself concerning the
relevant tax, legal, regulatory, currency and other economic
considerations relevant to its investment in the Placing Shares.
Neither the Joint Bookrunners, the Company nor any of their
respective affiliates has made any representations to it, express
or implied, with respect to the Company, the Placing and the
Placing Shares or the accuracy, completeness or adequacy of the
Exchange Information, and each of them expressly disclaims any
liability in respect thereof. Nothing in this paragraph or
otherwise in this Announcement excludes the liability of any person
for fraudulent misrepresentation made by that person;
11. it acknowledges that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
12. it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account
for tax under the Stamp Duty Reserve Tax Regulations 1986 or
equivalent legislation or regulation;
13. it has complied with its obligations under the Criminal
Justice Act 1993 (the "CJA"), the Market Abuse Regulation (EU)
No.596/2014 ("EU MAR"), EU MAR as amended and transposed into the
laws of the United Kingdom pursuant to the European Union
(Withdrawal) Act 2018 and the European Union (Withdrawal Agreement)
Act 2020 ("UK MAR"), and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Anti-Terrorism
Crime and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and any applicable related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect of
the prevent of money laundering and the Money Laundering Sourcebook
of the FCA (the "Regulations") and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations, and its application is only made on
the basis that it accepts full responsibility for any requirement
to verify the identity of its clients and other persons in respect
of whom it has applied and recorded by it to verify the identity of
the third party as required by the applicable law;
14. it acknowledges that due to anti-money laundering
requirements and the countering of terrorist financing, the Joint
Bookrunners and the Company may require proof of identity and
verification of the source of the payment before the application
can be processed and that, in the event of delay or failure by the
applicant to produce any information required for verification
purposes, the Joint Bookrunners and the Company may refuse to
accept the application and the subscription monies relating
thereto. It holds harmless and will indemnify the Joint Bookrunners
and the Company against any liability, loss or cost ensuing due to
the failure to process such application, if such information as has
been requested has not been provided by it in a timely manner;
15. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; (ii) it exercises sole investment discretion as to each
such person's account; and (iii) it is and will remain liable to
the Joint Bookrunners and the Company for the performance of all
its obligations as a Placee in respect of the Placing (regardless
of the fact that it is acting for another person);
16. it is acting as principal only in respect of the Placing,
or, if it is acting for any other person: (i) it is duly authorised
to do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; (ii) it exercises sole investment discretion as to each
such person's account; (iii) it is and will remain liable to the
Joint Bookrunners and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person);
17. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
18. it understands that 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, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
19. if in a member state of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners and the Company in
writing, it is an EU Qualified Investor and, to the extent
applicable, any funds on behalf of which it is acquiring the
Placing Shares that are located in a member state of the EEA are
each such an EU Qualified Investor;
20. if it is a financial intermediary, as that term is used in
Article 2(d) of the EU Prospectus Regulation or UK Prospectus
Regulation, as applicable, any Placing Shares subscribed for by it
in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their
offer or resale to, persons in circumstances which may give rise to
an offer of securities to the public other than an offer or resale
to Qualified Investors in a member state of the EEA or in the UK,
as applicable, or in circumstances in which the prior consent of
the Joint Bookrunners has been given to the proposed offer or
resale;
21. it acknowledges that any offer of Placing Shares may only be
directed at persons in member states of the EEA and the United
Kingdom who are Qualified Investors and it represents, warrants and
undertakes that it has not offered or sold and will not offer or
sell any Placing Shares to any persons in a member state of the EEA
or the United Kingdom prior to Admission except to Qualified
Investors or otherwise in circumstances which will not result in an
offer to the public in any member state of the EEA or the United
Kingdom within the meaning of the EU Prospectus Regulation or the
UK Prospectus Regulation, as applicable;
22. neither this Announcement nor any other offering, marketing
or other material in connection with the Placing constitutes an
invitation, offer or promotion to, or arrangement with, it or any
person whom it is procuring to subscribe for Placing Shares
pursuant to the Placing unless, in the relevant territory, such
offer, invitation or other course of conduct could lawfully be made
to it or such person and such documents or materials could lawfully
be provided to it or such person and Placing Shares could lawfully
be distributed to and subscribed and held by it or such person
without compliance with any unfulfilled approval, registration or
other regulatory or legal requirements;
23. it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them acquiring, holding, managing
or disposing of investments (as principal or agent) for the
purposes of their business or otherwise in circumstances which have
not resulted in, and which will not result in, an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000 ("FSMA");
24. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to Admission except to
persons whose ordinary activities involve them acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted in, and which will not result in. an offer to the
public in any member state of the EEA within the meaning of the EU
Prospectus Regulation and will not result in a requirement for the
publication of a prospectus pursuant to Article 3 of the EU
Prospectus Regulation;
25. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
26. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing in, from or otherwise involving, the United
Kingdom;
27. if it is a natural person, it is not under the age of
majority (18 years of age in the United Kingdom) on the date of its
agreement to subscribe for Placing Shares under the Placing and
will not be any such person on the date any such Placing (as
applicable) is accepted;
28. if it is within the United Kingdom, it is a person (i)
having professional experience in matters relating to investments
who falls within the definition of "investment professionals" in
Article 19(5) of the Order, (ii) who falls within Article 49(2)(a)
to (d) ("High Net Worth Companies, Unincorporated Associations,
etc.") of the Order, and in either case of (i) or (ii) who also
constitutes a UK Qualified Investor, or (iii) to whom this
Announcement may otherwise lawfully be communicated or, if it is
receiving the offer in circumstances under which the laws or
regulations of a jurisdiction other than the United Kingdom would
apply, that it is a person to whom the Placing Shares may be
lawfully offered under that other jurisdiction's laws and
regulations and is capable of being categorised as a person who is
a "professional client" or an "eligible counterparty" within the
meaning of chapter 3 of the FCA's Conduct of Business
Sourcebook;
29. it and any person acting on its behalf has capacity and
authority and is otherwise entitled to acquire the Placing Shares
under the laws of all relevant jurisdictions which apply to it and
that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and
complied with all necessary formalities and paid any issue,
transfer or other taxes due in connection with its application in
any territory for, and acceptance in any jurisdiction of, the
Placing Shares and that it has not taken any action or omitted to
take any action which will or may result in the Company, the Joint
Bookrunners or the Company's registrar (the "Registrar") or any of
their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements, directly
or indirectly, of any territory or jurisdiction in connection with
the Placing and that the subscription for and purchase of the
Placing Shares by it or any person acting on its behalf will be in
compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise;
30. it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions and has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
31. it and any person acting on its behalf will make payment for
the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein;
32. it accepts that the allocation of Placing Shares shall be
determined by the Joint Bookrunners (in consultation with the
Company) in their absolute discretion and that allocation (if any)
of Placing Shares will represent a maximum number of Placing Shares
which it will be entitled, and required, to subscribe for, and that
the Joint Bookrunners may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum;
33. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself; (ii) its nominee, as the
case may be; or (iii) a person for whom it is contracting as agent
or nominee. None of the Joint Bookrunners, the Company, any of
their respective affiliates or any person acting on behalf of any
of them will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar duties or taxes resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the
Joint Bookrunners and the Company in respect of the same (together
with any and all costs, losses, claims, liabilities, penalties,
interest, fines and expenses (including legal fees and expenses))
on an after-tax basis on the basis that the Placing Shares will be
allotted to the CREST stock account or the Euroclear Nederland
securities account of Numis, Investec or ABN AMRO, as appropriate,
who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement
instructions;
34. it acknowledges that none of the Joint Bookrunners, nor any
of their respective affiliates, nor any person acting on its or
their behalf, is making any recommendations to it or, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing or providing advice in relation to the
Placing and that participation in the Placing is on the basis that
it is not and will not be a client of any Joint Bookrunner and none
of the Joint Bookrunners has any duties or responsibilities to it
for providing the protections afforded to their clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
35. in making any decision to subscribe for the Placing Shares,
it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing
Shares. It further confirms that it is experienced in investing in
securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing. It further confirms that it relied on
its own examination and due diligence of the Company and its
associates taken as a whole, and the terms of the Placing,
including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of the Joint
Bookrunners. It further confirms that it has had sufficient time to
consider and conduct its own investigation with respect to the
offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment and it will
not look to the Company, any of the Joint Bookrunners, any of their
respective affiliates or any person acting on their behalf for all
or part of any such loss or losses it or they may suffer;
36. it acknowledges that it may not rely on any investigation
that any of the Joint Bookrunners or any person acting on its
behalf may or may not have conducted with respect to the Company
and its affiliates or the Placing and the Joint Bookrunners have
not made any representation or warranty to it, express or implied,
with respect to the merits of the Placing, the subscription for or
purchase of the Placing Shares, or as to the condition, financial
or otherwise, of the Company and its affiliates, or as to any other
matter relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for the Placing Shares. It
acknowledges, understands and agrees that no information has been
prepared or verified by, or is the responsibility of, the Joint
Bookrunners for the purposes of this Placing;
37. it acknowledges that, in connection with the Placing, the
Joint Bookrunners and any of their affiliates acting as an investor
for its own account may take up Placing Shares in the Company and
in that capacity may retain, purchase or sell for its own account
such Placing Shares in the Company and any securities of the
Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the Placing. Investec does not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so;
38. it acknowledges that the Joint Bookrunners, the Company and
their respective affiliates and others will rely upon the truth and
accuracy of the representations, warranties and acknowledgements
set forth herein and which are given to the Joint Bookrunners on
their own behalf and to the Company on its own behalf and are
irrevocable and it agrees that if any of the representations or
warranties made or deemed to have been made by its subscription of
the Placing Shares are no longer accurate, it shall promptly notify
the Joint Bookrunners and the Company. It irrevocably authorises
the Joint Bookrunners and the Company to produce this Announcement,
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth herein;
39. the exercise or non-exercise by the Joint Bookrunners of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint
Bookrunners and the Joint Bookrunners need not make any reference
to Placees and it accepts that if the Placing does not proceed or
the relevant conditions to the Placing Agreement are not satisfied
for any reason whatsoever, then neither the Company nor the Joint
Bookrunners, nor any persons controlling, controlled by or under
common control with any of them nor any of their respective
employees, agents, officers, members, stockholders, partners or
representatives, shall have any liability to whatsoever to it or
any other person;
40. it will indemnify on an after-tax basis and hold the Joint
Bookrunners, the Company and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
41. its commitment to subscribe for Placing Shares on the terms
set out in this Appendix and in the contract note or trade
confirmation will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Placing;
42. it acknowledges that where it is subscribing for the Placing
Shares as a fiduciary or agent for one or more discretionary,
advisory or investor accounts, that it is authorised in writing for
each such account: (i) to subscribe for the Placing Shares; (ii) to
make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on such account's
behalf; and (iii) to receive on behalf of each such account any
documentation relating to the Placing (as applicable) in the form
provided by the Company and/or the Joint Bookrunners. It agrees
that the provisions of this paragraph shall survive any resale of
the Placing Shares by or on behalf of any such account;
43. it acknowledges and agrees that information provided by it
to the Company or the Registrar may be stored on the Registrar's
computer system and in hard copy. It acknowledges and agrees that
for the purposes of applicable data protection legislation and
regulations ("Data Protection Law"), the Registrar is required to
specify the purposes for which it may hold personal data. The
Registrar will only use such information for the purposes set out
below (collectively, the "Purposes"), being to:
a) process a Placee's personal data (including sensitive
personal data) as required by or in connection with its holding of
Placing Shares, including processing personal data in connection
with credit and money laundering checks on it;
b) communicate with a relevant Placee as necessary in connection
with its affairs and generally in connection with its holding of
Placing Shares;
c) provide personal data to such third parties as the Registrar
may consider necessary in connection with its affairs and generally
in connection with a relevant Placee's holding of Placing Shares or
as the Data Protection Law may require, including to third parties
outside the United Kingdom or the EEA; and
d) without limitation, provide such personal data to the
Company, the Joint Bookrunners and their respective associates for
processing, notwithstanding that any such party may be outside the
United Kingdom or the EEA;
44. in providing the Company and the Registrar with information,
it hereby represents and warrants to the Company and the Registrar
that it has obtained the consent of any data subjects to the
Company and the Registrar and its associates holding and using
their personal data for the Purposes (including the explicit
consent of the data subjects for the processing of any sensitive
personal data for the purpose set out in paragraph 43 (a)
above);
45. time is of the essence as regards its obligations under this
Appendix, including to settle payment for the Placing Shares;
46. it acknowledges that any document that is to be sent to it
in connection with the Placing will be sent at its own risk and may
be sent to it at any address provided by it to the Joint
Bookrunners; and
47. it, and any account for which it is acting, is located
outside the United States and acquiring the Placing Shares in an
"offshore transaction", as defined in Regulation S, conducted in
accordance with Regulation S and that the Placing Shares were not
offered to it by means of "directed selling efforts", as defined in
Regulation S.
The foregoing representations, warranties and confirmations are
given for the benefit of the Company and the Joint Bookrunners and
are irrevocable. Each Placee and any person acting on behalf of the
Placee acknowledges that neither the Company nor any of the Joint
Bookrunners owes any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Miscellaneous
The rights and remedies of the Joint Bookrunners, the Registrar
and the Company under these terms and conditions are in addition to
any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not
prevent the exercise of others.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Joint Bookrunner or any of its
affiliates may, at its absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that it has neither received nor relied on
any 'inside information' (for the purposes of EU MAR, UK MAR and
section 56 of the CJA) concerning the Company in accepting this
invitation to participate in the Placing.
All references to time in this Announcement are to London time
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment by the Joint Bookrunners (in their
absolute discretion). The Joint Bookrunners shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, the Joint Bookrunners or their
respective affiliates, agents, directors, officers and employees
pursuant to this Announcement where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for
the availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount)) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
The price of an Ordinary Share and any income expected from them
may go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance and persons needing advice should
consult an independent financial adviser.
In the case of a joint agreement to subscribe for Placing Shares
under the Placing, references to a Placee in these terms and
conditions are to each of the Placees who are a party to that joint
agreement and their liability is joint and several.
Each Placee agrees that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions, and any non-contractual obligations arising out of or
in connection with such agreements, shall be governed by and
construed in accordance with the laws of England and Wales. For the
exclusive benefit of the Joint Bookrunners, the Company and the
Registrar, each Placee irrevocably submits (on behalf of itself and
on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract and waives any
objection to proceedings in any such court on the ground of venue
or on the ground that proceedings have been brought in an
inconvenient forum. Enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Joint
Bookrunners or the Company in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange.
The Joint Bookrunners and the Company expressly reserve the
right to modify the Placing (including, without limitation, its
timetable and settlement) at any time before allocations are
determined. The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
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 their respective affiliates or
agents as to or in relation to, the accuracy 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.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEAIMBTMTJTTLT
(END) Dow Jones Newswires
May 25, 2022 03:30 ET (07:30 GMT)
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