Placing Outcome

RNS Number : 5807B

Accsys Technologies PLC

21 February 2011

 



This announcement is not for distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa.

AIM: AXS

NYSE Euronext Amsterdam: AXS

21 February 2011

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

The environmental science and technology company

announces

SUCCESSFUL OUTCOME OF FIRM PLACING AND PLACING AND OPEN OFFER

On 4 February 2011, Accsys announced the details of a proposed share issue to raise gross proceeds of €30 million (approximately €28 million net of expenses) by the issue of 200,000,000 New Ordinary Shares through a Firm Placing and Placing and Open Offer at the price of €0.15 per New Ordinary Share. 

The Group's growth strategy is to continue to pursue licensing opportunities but also to focus on increasing the Company's own Accoya^® sale and production capability in order to realise the potential benefits resulting from the expected increase in the demand for Accoya^®.

Net proceeds of the Firm Placing and Placing and Open Offer will be used to meet the short-term working capital requirements and on-going operating costs of the Group and to meet the costs of construction relating to the expansion of the Arnhem plant.

As this additional capacity is utilised, it is expected that the Group will move to a position of sustained profitability without any contribution from licence income being required.

Commenting on the result of the Firm Placing and Placing and Open Offer, Paul Clegg, CEO of Accsys, said:

"The success of this fundraising endorses and validates our investment proposition. We will focus on ensuring that the expansion of the Arnhem plant goes to plan, revenues from increased sales of Accoya^® are achieved and relationships with potential licensees of our technology are further cemented.

 The money raised by the Firm Placing and Placing and Open Offer enables us to progress enthusiastically with our strategy of growing Accsys into a global market leader, with the aim of long-term profitability and shareholder returns."

Results of Firm Placing and Placing and Open Offer:

·     The Open Offer has now closed in accordance with its terms. Accsys is delighted to announce that it has 
received valid acceptances under the Open Offer in respect of 94.1 per cent. of the Open Offer Shares from Qualifying Shareholders.

·     All valid applications for additional New Shares under the Excess Application Facility were accepted.

·      Accordingly, the remaining 5,916,369 Open Offer Shares, representing 5.9% of the Open Offer Shares 
have been allocated to certain institutional shareholders and other investors with whom they had been conditionally placed by Numis Securities Limited and Matrix Corporate Capital LLP.

·     In addition to the 100,301,264 New Ordinary Shares to be issued under the Placing and Open Offer, a further 99,698,736 New Ordinary Shares will be issued through the Firm Placing.

The Firm Placing and Placing and Open Offer remain conditional upon the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Admission, and Admission becoming effective by 9.00 a.m. (Central European Time) on 22 February 2011 (or such later time and/or date as the Company and Numis determine).

New Ordinary Shares in uncertificated form are expected to be credited to CREST accounts (in respect of Qualifying CREST shareholders) and to Euroclear accounts of Admitted Institutions (in respect of Qualifying Euronext Shareholders) by 09.00 a.m. (Central European Time) on 22^nd February 2011. Definitive share certificates for the New Ordinary Shares in certificated form are expected to be dispatched within three days of Admission.

The issued share capital of Accsys following Admission (including the 2,500,000 Ordinary Shares to be issued to an Employee Benefit Trust, as set out in the prospectus) will be 403,102,528 Ordinary Shares in aggregate. 

Definitions used in the Prospectus shall have the same meaning when used in this announcement unless stated otherwise.

This announcement should be read in conjunction with the full text of the Prospectus, copies of which  can be obtained by contacting Accsys on [phone] or by email at [e-mail] and also from the registered office of Accsys and the offices of ABN AMRO Bank N.V. at Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands. The Prospectus is also available on the Company's corporate website (www.accsysplc.com/investor_governance.asp) and through the website of Euronext Amsterdam (Dutch residents only) at no cost.

End

For further information, please contact:

Accsys Technologies PLC	Paul Clegg, CEO Hans Pauli, CFO	via Citigate Dewe Rogerson
Matrix Corporate Capital LLP	Stephen Mischler Nick Stone Edmund Glover	[phone]
Numis Securities Limited	Christopher Wilkinson Simon Blank	[phone] [phone]
Citigate Dewe Rogerson	Ginny Pulbrook Malcolm Robertson Suzanne Bakker	[phone] [phone] [phone]

Notes to editors:

Accsys Technologies PLC (www.accsysplc.com) is an environmental science and technology company whose primary focus is on the production of Accoya^® wood and technology licensing via its 100% owned subsidiary, Titan Wood Limited, which has manufacturing operations in Arnhem, the Netherlands, a European office in London and an Americas office in Dallas, Texas. Accsys Technologies' operations comprise three principal business units: (i) the Accoya^® wood production facility located in Arnhem, The Netherlands; (ii) technology development, focused on a programme of continuous improvements to the process engineering and operating protocols for the acetylation of wood which are currently under development and the development of technology for the acetylation of wood fibre; and (iii) the licensing of technology for the production of Accoya^® wood  and Tricoya^® wood elements across the globe.

Accoya^® Wood (www.accoya.info) is produced by using a proprietary, non-toxic process that effectively converts sustainably grown softwoods and non-durable hardwoods into what is best described as a "high technology wood" via acetylation. Distinguished by its durability, dimensional stability and, perhaps most importantly of all, its reliability (in terms of consistency of both supply and quality), Accoya^® wood is particularly suited to exterior applications where performance and appearance are valued. Unlike most woods, its colour does not degrade when exposed to sunlight. Moreover, the Accoya^® wood production process does not compromise the wood's strength or machinability. The combination of UV resistance, dimensional stability, increased coatings life, durability and retained strength means that Accoya^® wood offers a wealth of new opportunities to architects, designers and specifiers. Leading applications include external doors and windows, shutters/shading, siding and cladding, decking, outdoor furniture/equipment and glulam beams for structural use. 

Tricoya^® Wood Elements (www.tricoya.com) is Accsys Technologies' proprietary technology for the acetylation of wood fibres, chips, and particles for use in the fabrication of wood based composites, including panel products. These composites demonstrate enhanced durability and dimensional stability which allow them to be used in a variety of applications which were once limited to solid wood or man-made products. Tricoya^® Wood Elements is lauded as the first major innovation in the wood composites industry in more than 30 years.

Wood Acetylation is a process, which increases the amount of 'acetyl' molecules in wood, thereby changing its physical properties. The environmentally responsible process protects wood from rot by making it "inedible" to most micro-organisms and insects, without - unlike conventional treatments - making it toxic. It also greatly reduces the wood's tendency to swell and shrink, making it less prone to cracking and ensuring that, when painted, it requires dramatically reduced maintenance. Acetylated wood's increased durability offers major carbon sequestration advantages, compared to other woods and man-made building materials such as steel, vinyl, and plastic.  

Wood Composites include a range of derivative wood products which are manufactured by binding together the strands, particles, fibres, or veneers of wood together with adhesives to form composite materials. These products are engineered to precise design specifications which are tested to meet national or international standards.

Accsys Technologies is the trading name of Titan Wood Limited. ACCOYA^®, TRICOYA^® and the Trimarque Device are registered trademarks owned by Titan Wood Limited and may not be used or reproduced without written permission.

Matrix, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Accsys and no one else in connection with the Firm Placing and Placing and Open Offer and will not regard any other person (whether or not a recipient of the Prospectus) as its client in relation to the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than Accsys for providing the protections afforded to its clients or for providing advice in connection with the Firm Placing and Placing and Open Offer or any other matter referred to herein.

Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Accsys and no one else in connection with the Firm Placing and Placing and Open Offer and will not regard any other person (whether or not a recipient of the Prospectus) as its client in relation to the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than Accsys for providing the protections afforded to its clients or for providing advice in connection with the Firm Placing and Placing and Open Offer or any other matter referred to herein.

IMPORTANT NOTICE

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Firm Placing and Placing and Open Offer or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus. Any offer to acquire New Ordinary Shares referred to in this announcement will be made, and any investor should make his investment, solely on the basis of information in the Prospectus published and made generally available in the United Kingdom and The Netherlands by the Company in connection with the Firm Placing and Placing and Open Offer. Copies of the prospectus may be obtained at no cost through the Company's corporate website (www.accsysplc.com/investor_governance.asp) and through the website of Euronext Amsterdam N.V. (Dutch residents only).

The distribution of this announcement and/or the transfer of the New Ordinary Shares in or into jurisdictions other than the United Kingdom and the Netherlands may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement should not be distributed, forwarded to, or transmitted in or into the United States, Australia, Canada, Japan or the Republic of South Africa.

The New Ordinary Shares referred to in this announcement have not been and will not be offered in or into any jurisdiction unless such an offer can be made without contravention of any unfulfilled registration or other legal or regulatory requirements. The New Ordinary Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold in the United States absent registration or an exemption from registration. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have the foregoing authorities passed upon or endorsed the merits of the Firm Placing and Placing and Open Offer or the accuracy or adequacy of the information contained in this announcement or any other document. Any representation to the contrary is unlawful and is a criminal offence in the United States.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS: 

This announcement includes certain ''forward-looking statements'' with respect to the business, strategy and plans of the Company and its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the Company's or the Directors' and/or management's beliefs and expectations are 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. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, those discussed in the Prospectus. Neither Accsys nor any member of the Accsys Group undertake any obligation publicly 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 laws, the Dutch Financial Supervision Act (wet op het financieel toezicht), the Prospectus Rules, the Disclosure and Transparency Rules and other applicable regulations.

 

END

 

 

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