Accrol Gp Regulatory News (ACRL)

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, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ACCROL GROUP HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ACCROL GROUP HOLDINGS PLC.

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("EU Market Abuse Regulation"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

22 May 2018

ACCROL GROUP HOLDINGS PLC("Accrol" or the "Company" and together with its subsidiaries the "Group")

Launch of Open Offer

Further to the announcement of 15 May 2018 relating to a conditional Placing to raise £8.0 million (before expenses), Accrol Group Holdings plc (AIM: ACRL), the AIM-listed independent tissue converter, announces a conditional open offer to raise up to a further £1.935 million (before expenses) through the issue of up to 12,901,200 Open Offer Shares at an issue price of 15 pence per share. This is in line with the Directors' previously stated intention to launch the Open Offer as soon as practicable following the announcement of the Placing to enable Shareholders who were not able to take part in the Placing to have an opportunity to invest in the Company on the same terms.

The Company intends to use the net proceeds of the Open Offer (together with the net proceeds of the conditional Placing announced on 15 May 2018) to:

· continue the implementation of the restructuring programme to improve operational efficiencies;

· support the future working capital requirements of the Group; and

· pay the costs associated with the Open Offer.

The Issue Price represents a discount of 38.14 per cent. to the closing price of an Ordinary Share on AIM on 21 May 2018 of 24.25 pence. The Issue Price has been set at the same price as it was for the Placing.

Details of the Open Offer

Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for:

one Open Offer Share for every ten Existing Ordinary Shares

registered in the name of the Qualifying Shareholder on the Record Date.

The Open Offer provides an opportunity for all Qualifying Shareholders to participate in the fundraising by both subscribing for their respective Basic Entitlements and by subscribing for Excess Shares under the Excess Application Facility, subject to availability. 

Further information on the Open Offer is set out in this announcement and the Open Offer Circular to be posted today to Qualifying Shareholders, along with the Application Form. 

Capitalised terms are as per the definitions section at the end of this announcement.

Enquiries:

Accrol Group Holdings plc 

Gareth Jenkins / Dan Wright Tel: +44 (0) 1254 278 844

Zeus Capital Limited (Nominated Adviser & Broker) 

Dan Bate / Andrew Jones Tel: +44 (0) 161 831 1512

Dominic King / John Goold Tel: +44 (0) 203 829 5000

Belvedere Communications Limited

Cat Valentine (cvalentine@belvederepr.com) Mob: +44 (0) 7715 769 078

Notes to Editors

Accrol Group Holdings plc, based in Lancashire, is a leading tissue converter and supplier of toilet rolls, kitchen rolls and facial tissues as well as other tissue products to major retailers throughout the UK.

Accrol operates from three sites:

· A manufacturing, storage and distribution facility in Blackburn;

· A facial tissue plant, also in Blackburn; and

· A manufacturing, storage and distribution facility in Leyland.

Open Offer of up to 12,901,200 shares

On 15 May 2018, the Company announced that it had conditionally raised £8.0 million (before expenses) by way of a Placing of 53,333,334 Placing Shares with certain investors at an issue price of 15 pence per Placing Share.

In order to provide Shareholders who were not able to take part in the Placing with an opportunity to invest, the Company is providing Shareholders (other than certain Overseas Shareholders) with the opportunity to subscribe for up to 12,901,200 Open Offer Shares, to raise up to £1.935 million (before expenses) for the Company, on the basis of one Open Offer Share for every ten existing Ordinary Shares held on the Record Date, at 15 pence per Open Offer Share. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.

The Open Offer is conditional upon the following:

· the passing, without amendment, of the Resolutions at the General Meeting;

· Placing Admission taking place by 8.00 a.m. on 1 June 2018 (or such later time and/or date as is agreed by the Company and Zeus Capital, not being later than 8.00 a.m. on 30 June 2018); and

· Admission taking place no later than 8.00 a.m. on 8 June 2018 (or such later time and/or date as may be specified by the Company, being no later than 8.00 a.m. on 30 June 2018).

If the conditions set out above are not satisfied or waived by the Company (where capable of waiver), the Open Offer will lapse.

The Placing is not conditional on the Open Offer proceeding or on any minimum take-up under the Open Offer.

Shareholder approval will be sought in respect of the authorities required to issue the Placing Shares and the Open Offer Shares at the General Meeting which is convened for 11.00 a.m. on 31 May 2018 at Addleshaw Goddard LLP, One St Peter's Square, Manchester, M2 3DE.

The Placing cannot proceed unless the Placing Resolutions are passed at the General Meeting. The authorities granted by the Open Offer Resolutions, if passed, cannot be used for any purpose other than in respect of the Open Offer.

Reasons for the Placing and the Open Offer

The Company is undertaking the Placing and the Open Offer in order to raise funds to continue to support the Group's programme of simplification, aid its recovery and provide more working capital. The proceeds of the Placing and the Open Offer will enable Accrol to continue delivering on its business recovery and support its plan of becoming the leading supplier of own-label paper-based products to discounters and grocery retailers.

Details of the Open Offer

Structure

The Directors have given careful consideration as to the structure of the Placing and the Open Offer and have concluded that they are the most suitable options available to the Company and its Shareholders at this time. The Board considers it important that Qualifying Shareholders have the opportunity to subscribe for Ordinary Shares at the same price as the Placing, and the Directors have concluded that the Open Offer is the most suitable means of achieving that.

The Open Offer provides an opportunity for all Qualifying Shareholders to subscribe for their respective Basic Entitlements and for Excess Shares under the Excess Application Facility, subject to availability.

Pursuant to the Open Offer, Qualifying Shareholders have the opportunity to subscribe for one Open Offer Share for every ten Existing Ordinary Shares held on the Record Date.

If fully subscribed, the Open Offer will raise gross proceeds of approximately £1.935 million (estimated net proceeds of circa £1.8 million).

The Issue Price represents a 38.14 per cent. discount to the Closing Price of 24.25 pence per Ordinary Share on the Latest Practicable Date.

Basic Entitlement

Qualifying Shareholders are invited, on and subject to the terms and conditions of the Open Offer, to apply for any number of Open Offer Shares (subject to the limit on the number of Excess Shares that can be applied for using the Excess Application Facility and subject to the Individual Shareholder Limit) at the Issue Price. Each Qualifying Shareholder has a Basic Entitlement of:

one Open Offer Share for every ten Existing Ordinary Shares

registered in the name of the Qualifying Shareholder on the Record Date.

Basic Entitlements under the Open Offer will be rounded down to the nearest whole number and any

fractional entitlements to Open Offer Shares will be disregarded in calculating Basic Entitlements and will be aggregated and made available to Qualifying Shareholders under the Excess Application Facility.

The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer will not exceed 12,901,200 New Ordinary Shares.

Allocations under the Open Offer

In the event that valid acceptances are not received in respect of all of the Open Offer Shares under the Open Offer, unallocated Open Offer Shares will be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility, subject always to the Individual Shareholder Limit.

Excess Application Facility

Subject to availability and assuming that a Qualifying Shareholder has accepted his Basic Entitlement in full, the Excess Application Facility enables a Qualifying Shareholder to apply for any whole number of Excess Shares in addition to his Basic Entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder's Basic Entitlement, subject always to the Individual Shareholder Limit.

Excess Applications may be allocated in such manner as the Directors determine, in their absolute discretion, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all.

Shareholders with less than ten Existing Ordinary Shares held at the Record Date will not be able to

participate in the Open Offer or make any application under the Excess Application Facility.

Application procedure under the Open Offer

The procedure for application and payment, are set out in the Open Offer Circular and, where relevant, on the Application Form.

Application for Admission

Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. Admission is expected to take place, and dealings on AIM are expected to commence, at 8.00 a.m. on 8 June 2018 (or such later time and/or date as may be specified by the Company, being no later than 8.00 a.m. on 30 June 2018). No temporary document of title will be issued.

The New Ordinary Shares will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares and the Placing Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of Ordinary Shares after Admission.

Important notice

The Open Offer is not a rights issue and that, unlike with a rights issue, any Open Offer Shares not applied for by Qualifying Shareholders under their Basic Entitlements will not be sold in the market on behalf of, or placed for the benefit of, Qualifying Shareholders who do not apply under the Open Offer, but may be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility and that the net proceeds will be retained for the benefit of the Company.

The Placing and the Open Offer are separate and distinct transactions involving the separate issue of, respectively, the Placing Shares and the Open Offer Shares.

Qualifying Shareholders are being invited to participate in the Open Offer and (subject to certain exceptions) will have received an Application Form with the Open Offer Circular.

In issuing the Open Offer Circular and structuring the Open Offer in this manner, the Company is relying on the exemption from issuing a prospectus in section 85(5) and paragraph 9 of Schedule 11A of FSMA and on paragraphs 43 and 60 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended).

Overseas Shareholders

Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the UK (including, without limitation, the United States or any other Restricted Jurisdiction) should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their entitlements to the Open Offer.

General Meeting

The Directors do not currently have authority to allot all of the Placing Shares and Open Offer Shares and, accordingly, the Board is seeking approval of Shareholders to allot the Placing Shares and the Open Offer Shares at the General Meeting.

The General Meeting of the Company, notice of which is contained in the Placing Circular, is to be held at 11.00 a.m. on 31 May 2018 at Addleshaw Goddard LLP, One St Peter's Square, Manchester, M2 3DE. The General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions in order to approve the authorities required to allot and issue the Placing Shares and the Open Offer Shares.

Further information regarding attendance and voting at the General Meeting is contained in the Placing Circular. If you do not have a copy of the Placing Circular and/or the Form of Proxy, please call the Registrar on 0371 664 0300.

Importance of voting

If Shareholder approval of the Placing Resolutions is not achieved, neither the Placing nor the Open Offer will proceed, and the Company is at risk of not being able to continue trading as a going concern. Under such circumstances, Shareholders could lose all or a substantial amount of the value of their investment in the Company. Accordingly, the Directors believe that the successful completion of the Placing represents the best option available to the Company and Shareholders.

If Shareholder approval of the Open Offer Resolutions is not achieved, the Open Offer will not proceed.

The Placing is not conditional on the Open Offer proceeding or any minimum subscription under the Open Offer being achieved.

Board recommendation

The Directors consider that the Placing, the Open Offer and the passing of all of the Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of all of the Resolutions, as those Directors who are Shareholders intend to do in respect of their beneficial holdings of an aggregate of 590,168 Existing Ordinary Shares, representing approximately 0.46 per cent. of the Existing Ordinary Shares.

The Open Offer is conditional upon the Placing Admission taking place and the passing of all of the Resolutions at the General Meeting. Shareholders should be aware that if any Resolution is not passed at the General Meeting, the Open Offer will not proceed.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN RELATION TO THE OPEN OFFER

Record Date for entitlement to participate in the Open Offer 5.00 p.m. on 18 May 2018

Announcement of the Open Offer 22 May 2018

Dispatch of this Circular and, to certain Qualifying Non-CREST Shareholders, 22 May 2018

the Application Form

Expected Ex-entitlement Date for the Open Offer 22 May 2018

Basic Entitlements and Excess CREST Open Offer Entitlements credited 23 May 2018

to CREST stock accounts of Qualifying CREST Shareholders

General Meeting 11.00 a.m. on 31 May 2018

Recommended latest time and date for requesting withdrawal of Basic 4.30 p.m. on 31 May 2018

Entitlements and Excess CREST Open Offer Entitlements from CREST

Latest time for depositing Basic Entitlements and Excess CREST 3.00 p.m. on 1 June 2018

Open Offer Entitlements into CREST

Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 4 June 2018

market claims only)

Latest time and date for receipt of completed Application Forms 11.00 a.m. on 6 June 2018

and payment in full under the Open Offer or settlement of relevantCREST instruction (as appropriate)

Announcement of results of the Open Offer 7 June 2018

Admission and commencement of dealings in the Open Offer Shares on AIM 8 June 2018

Open Offer Shares in uncertificated form expected to be credited to 8 June 2018

accounts in CREST (uncertificated holders only)

Expected date of dispatch of definitive share certificates for Open Offer 15 June 2018

Shares in certificated form (certificated holders only)

Forward looking statements

This announcement contains statements about Accrol that are or may be deemed to be "forward looking statements".

All statements, other than statements of historical facts, included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Accrol.

These forward looking statements are not guarantees of future performance. These forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward looking statements. These forward looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules for Companies, the Prospectus Rules, FSMA and/or the EU Market Abuse Regulation), Accrol does not undertake any obligation to update publicly or revise any forward looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward looking statements attributed to Accrol or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward looking statements contained in this announcement are based on information available to the Directors of Accrol at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

Definitions

The following definitions apply throughout this announcement, unless the context requires otherwise:

"Admission" admission of the Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules

"AIM" the market of that name operated by the London Stock Exchange

"Application Form" the application form accompanying the Open Offer Circular to be used by Qualifying Non-Crest Shareholders under the Open Offer (including under the Excess Application Facility)

"Basic Entitlement" the Open Offer Shares which a Qualifying Shareholder is entitled to subscribe for on the basis of one Open Offer Share for every ten Existing Ordinary Shares held by that Qualifying Shareholder as at the Record Date

"Board" or "Directors" the board of directors of the Company

"Certificated" or  an Ordinary Share or other security recorded on a company's

"Certificated Form" share register as being held in certificated form (that is not in CREST)

"Closing Price" the closing middle market quotation of an Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange

"Company" or "Accrol" Accrol Group Holdings plc, a public limited company incorporated in England and Wales under registered number 09019496

"CREST" the relevant system (as defined in the Regulations) which enables title to units of relevant securities (as defined in the Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear is the Operator (as defined in the Regulations)

"EU" the European Union

"Euroclear" Euroclear UK & Ireland Limited, the Operator of CREST (as defined in the Regulations)

"Excess Application Facility" the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer

"Excess CREST Open Offer in respect of each Qualifying CREST Shareholder, his entitlement (in Entitlement" addition to his Open Offer Entitlement) to apply for OpenOffer Shares

in accordance with the Excess ApplicationFacility,

which is conditionalon him taking up his Open Offer Entitlement in full 

"Excess Shares" Open Offer Shares applied for, or eligible to be applied for, by Qualifying  Shareholders in accordance with the Excess Application Facility

"Excluded Overseas other than as agreed by the Company or as permitted by applicable

Shareholders" law, Shareholders who are located in, or have registered offices in a

Restricted Jurisdiction

 "Ex-entitlement Date" the date on which the Existing Ordinary Shares are marked "ex" for

entitlement under the Open Offer by the London Stock Exchange, which is

expected to be 22 May 2018

"Existing Ordinary Shares" the 129,012,002 Ordinary Shares in issue on the Latest Practicable Date, all

of which are admitted to trading on AIM

"Form of Proxy" the form of proxy accompanying the Placing Circular for use by Shareholders

in relation to the General Meeting

"FSMA" the Financial Services and Markets Act 2000

"General Meeting" the general meeting of the Company to be held at 11.00 a.m. on 31 May

2018, notice of which is contained in the Placing Circular

"Group" the Company, its subsidiaries and subsidiary undertakings

"Issue Price" 15 pence per Open Offer Share

"Individual Shareholder Limit" the principle that no Qualifying Shareholder may receive in excess of such number of Open Offer Shares as would result in their aggregate interest in Ordinary Shares exceeding 29.9 per cent. of the entire issued share capital of the Company immediately after admissions of the Placing Shares and such total number of Open Offer Shares as are subscribed for under the Open Offer to trading on AIM becoming effective in accordance with the AIM Rules, such principle being a term of the Open Offer

"Latest Practicable Date" 5.00 p.m. on 21 May 2018

"London Stock Exchange" London Stock Exchange plc

"New Ordinary Shares" the new Ordinary Shares to be issued pursuant to the Open Offer

"Notice of General Meeting" the notice of General Meeting contained in the Placing Circular

"Open Offer" the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in this Open Offer Circular and, in the case of the Qualifying Non-CREST Shareholders only, the Application Form

"Open Offer Circular" the circular of the Company giving (amongst other things) details of the Open Offer

"Open Offer Entitlement" the entitlement of Qualifying Shareholders to subscribe for Open Offer Shares allocated to Qualifying Shareholders on the Record Date pursuant to the Open Offer calculated on the basis of one Open Offer Share for every ten Existing Ordinary Shares held by that Qualifying Shareholder on the Record Date

"Open Offer Resolutions" the resolutions numbered 3 and 4 in the Notice of General Meeting

"Open Offer Shares" the 12,901,200 New Ordinary Shares to be offered to Qualifying

Shareholders under the Open Offer

"Ordinary Shares" ordinary shares of £0.001 each in the capital of the Company

"Overseas Shareholder" a Shareholder who has a registered address outside the United Kingdom, or who is a citizen or resident of, or incorporated or registered in, a country other than the United Kingdom, or who is holding Ordinary Shares for the benefit of such a person (including, without limitation and subject to certain exceptions, custodians, nominees, trustees and agents)

"Placing" the conditional placing by Zeus Capital (on behalf of the Company) of the Placing Shares at the Issue Price which was announced by the Company on 15 May 2018, further details of which are contained in the Placing Circular

"Placing Admission" admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules

"Placing Circular" the circular of the Company dated 15 May 2018 which gives (amongst other things) details of the Placing and contains the Notice of General Meeting

"Placing Resolutions" the resolutions numbered 1 and 2 in the Notice of General Meeting

"Placing Shares" 53,333,334 new Ordinary Shares which have been conditionally placed for cash with investors in accordance with the terms of the Placing Agreement and whose allotment and issue is conditional (amongst other things) on the passing of the Placing Resolution

"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares in the register of members of the Company on the Record Date are held in uncertificated form

"Qualifying Non-CREST Qualifying Shareholders whose Existing Ordinary Shares on the Shareholders" register of members of the Company on the Record Date are held in

certificated form

"Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the

Company at the Record Date with the exception ( subject to certain

exceptions) of Excluded Overseas Shareholders

"Receiving Agent", "Registrar" Link Asset Services,a trading name of Link Market Services Limited,

or "Link" a company incorporated in England and Wales with registered number

2605565 and having its registered office at The Registry, Beckenham, Kent,

BR3 4TU

"Record Date" 5.00 p.m. on 18 May 2018

"Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended

from time to time)

"Regulatory Information Service" has the meaning given in the AIM Rules for Companies

or "RIS

"Resolutions" the resolutions to be proposed at the General Meeting set out in the Notice of

General Meeting comprising the Placing Resolutions and  the Open Offer

Resolutions

"Restricted Jurisdictions" each of Australia, Canada, Japan, the Republic of Ireland, the Republic of

South Africa and the United States

"Shareholders" the holders of Ordinary Shares for the time being, each individually a

"Shareholder"

"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland

"uncertificated" or recorded on the relevant register or other record of the Ordinary

"uncertificated form" Shares or other security concerned as being held in uncertificated form in

CREST and, title to which, by virtue of the Regulations, may be transferred by

means of CREST

"US" or "United States" the United States of America, its territories and possessions, any state of the

United States and the District of Columbia

"Zeus Capital" Zeus Capital Limited, a company incorporated in England and Wales with company

number 04417845, authorised and regulated by the Financial Conduct Authority

All references to "£", "pence", "p" or "sterling" are to the lawful currency of the United Kingdom, all references to "US$" or "$" are to the lawful currency of the United States and all references to "Euro" or "€" are to the lawful currency of the EU.