Proposed secondary block placing

RNS Number : 2616U

Accesso Technology Group PLC

05 April 2016

 

Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or any other jurisdiction in which offers or sales would be prohibited by law.

5 April 2016

accesso^® Technology Group plc

("accesso" or the "Company")

Proposed secondary block placing of up to 1,979,751 Ordinary Shares in accesso

accesso Technology Group plc (AIM: ACSO), today announces that it has been advised by certain shareholders of the Company (the "Selling Shareholders"), including certain Board Directors of the Company, of their intention to sell up to 1,979,751 ordinary shares in the Company ("Placing Shares") to institutional investors (the "Placing"). The Placing Shares in aggregate represent approximately 8.9% of the Company's issued share capital.

The Company has been notified today that John Alder, Chief Financial Officer, intends to exercise a total of 100,000 options over ordinary shares in the Company ("Options"), 40,000 at a price of 57.5 pence per share and 60,000 at a price of 156 pence per share, and one of the other Selling Shareholders also intends to exercise 30,400 Options (together, the "Exercises"). All the new ordinary shares from the Exercises are included within the Placing Shares. Following the Exercises, the Company's issued share capital will consist of 22,160,723 ordinary shares of 1 penny each. The Company holds no Ordinary Shares in Treasury.

Details of the maximum numbers of Placing Shares to be disposed of by the Selling Shareholders are as follows:

				Resultant holding assuming all Placing Shares sold1
Director / employee	Current shareholding	Options exercised	Maximum number of Placing Shares	Ordinary Shares	%
Tom Burnet2	853,818	Nil	426,909	426,909	1.93%
John Alder	6,612	100,000	100,000	6,612	0.03%
Steve Brown	1,133,916	Nil	500,000	633,916	2.86%
Leonard Sim	2,043,575	Nil	800,000	1,243,575	5.61%
Other shareholders	NA	30,400	152,842	NA	NA

¹ Based on the increased issued share capital following the Exercises               
² Held in joint ownership with the Lo-Q Employee Benefit Trust

The Placing Shares are being offered to institutional investors by way of an accelerated bookbuild, which will be launched immediately following this announcement. Canaccord Genuity Limited ("Canaccord Genuity") and Numis Securities Limited ("Numis") (together, the "Joint Bookrunners") are acting as Joint Bookrunners in relation to the Placing.

The final price at which the Placing Shares are to be sold will be agreed by the Joint Bookrunners and the Selling Shareholders at the close of the bookbuild process, and will be announced as soon as practicable thereafter. The allocation of shares and the timing of the closing of the book will be at the absolute discretion of the Joint Bookrunners but the book will, in any event, be closed by no later than 6pm on 6 April 2016.

Mr Burnet, Mr Alder, Mr Brown and Mr Sim have undertaken that, without the prior written consent of the Joint Bookrunners, they will not dispose of any further accesso shares for a period of 365 days following completion of the Placing.

For further information, please contact:

accesso Technology Group plc	[phone]
Tom Burnet, Chief Executive Officer
John Alder, Chief Financial Officer
Canaccord Genuity Limited	[phone]
Simon Bridges, Cameron Duncan Kit Stephenson (ECM)	[phone]
Numis Securities Limited	[phone]
Simon Willis, Mark Lander
FTI Consulting, LLP	[phone]
Matt Dixon, Adam Davidson

The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by the Selling Shareholders or by Canaccord Genuity or Numis or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan or Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this announcement nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offering of any securities in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression '2010 PD Amending Directive' means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

In connection with any offering, Canaccord Genuity or Numis and any of their respective affiliates acting as an investor for its own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. Neither Canaccord Genuity nor Numis intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Canaccord Genuity which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting on behalf of the Selling Shareholders and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the Placing Shares. Canaccord Genuity will not regard any other person as its client in relation to the offering of the Placing Shares.

Numis which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting on behalf of Selling Shareholders and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the Placing Shares. Numis will not regard any other person as its client in relation to the offering of the Placing Shares.

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 Canaccord Genuity or Numis or by any of their 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.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor.

Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or any other jurisdiction in which offers or sales would be prohibited by law.
 

About accesso^® Technology Group

accesso (AIM: ACSO) is the premier technology solutions provider to leisure, entertainment and cultural markets. Our patented and award-winning technology solutions drive increased revenue for attraction operators whilst improving the guest experience.

Our solutions add value to operators at every point of the guest experience with our technology facilitating the key points of contact with their many millions of guests.

·      We drive attendance

The accesso Passport and ShoWare^® ticketing suites are comprehensive, easy-to-use cloud solutions that process tens of millions of tickets every year for assigned seat and general admission venues, enabling operators to maximize up-sell and cross-sell with ease to drive greater revenue.

·      We handle payments

Our payment gateway carries level 1 PCI security certification and 24/7 support.  It provides the tools, security and support operators need to drive sales and has so far processed more than $5 billion in transactions.

·      We take guests out of line

The accesso LoQueue virtual queuing solutions allow guests to reduce the amount of time waiting for park attractions by electronically holding their place in line, so they can spend more time enjoying all the venue has to offer.

·      We simplify point-of-sale

Our accesso SiriuswareSM point-of-sale solution offers software modules that combine ticketing, membership, retail, food/beverage transactions, rentals, credit card processing and many other functions into a single system eliminating the need for separate systems and databases.

·      We increase engagement

accesso enables operators to engage more deeply and profitably with guests: pre-sale, in-attraction or post-visit.  Our mobile apps have provided millions of guests with rich iOS and Android content to better plan their visit, buy their ticket on-the-go and unlock new experiences within an attraction. 

More than 900 attractions and venues worldwide currently employ accesso technology - from theme parks, water parks, cultural attractions, live performance venues and sporting events to ski and snow parks.  We are proud that our solutions are trusted by the majority of the leading names in the leisure industry including Six Flags Entertainment, Cedar Fair Entertainment, Merlin Entertainments, International Speedway Corporation, Palace Entertainment, Compagnie des Alpes and Herschend Family Entertainment.

accesso is a public company, listed on AIM: a market operated by the London Stock Exchange. For more information visit: www.accesso.com.

 

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