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NOT FOR RELEASE, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND OR JAPAN
8 December 2009 AIM: AXS NYSE Euronext Amsterdam: AXS
Accsys Technologies PLC ("Accsys" or "the Company")
Accsys to raise €17 million through the issue of new Ordinary Shares
Accsys today announces that it proposes to raise approximately €17 million before expenses by means of a subscription by institutional investors and certain Directors and senior managers of the Company for 34,744,134 new ordinary shares of €0.01 each in the capital of the Company (the "new Ordinary Shares") (the "Subscription") at a price of €0.4865 per share (the "Subscription Price").
The Subscription Price is the volume weighted average trading price of the Company's ordinary shares for the two weeks ended 4 December 2009 and represents a discount of 2.7 per cent. to the closing market price of an Accsys share on 7 December 2009 of €0.50 per share. The new Ordinary Shares will, when issued, rank pari passu with the existing Ordinary Shares.
On completion of the Subscription, the Company will also issue a further 8,221,994 ordinary shares (the "Loan Shares") at the Subscription Price to discharge the Company's obligations under the convertible loan (€4,000,000) referred to in the Company's Half Yearly Report announced on 17 November 2009. The convertible loan holder has also participated in the Subscription and has waived its option, announced on 17 November 2009, to subscribe for an additional €2,000,000 convertible loan.
The new Ordinary Shares and the Loan Shares will together represent approximately 21.6% of the enlarged issued share capital of the Company.
The Subscription is conditional on, inter alia, Accsys shareholders approving the issue of the new Ordinary Shares and the Loan Shares at a general meeting of the Company, which is expected to be held in January 2010 (the "General Meeting"), and the admission of the new Ordinary Shares and the Loan Shares to trading on AIM and NYSE Euronext Amsterdam ("Admission"). Admission and completion of the Subscription are expected to take place at the end of January 2010 once a prospectus has been filed with the United Kingdom Listing Authority.
Commitments from subscribers have already been received by the Company in respect of the new Ordinary Shares.
Two Directors of the Company, Paul Clegg and Kevin Wood, have committed to subscribe for 41,110 and 10,000 new Ordinary Shares, respectively, at the Subscription Price, to be allotted at the completion of the Subscription. Following Admission, Paul Clegg and Kevin Wood will have an interest in 41,110 and 10,000 new Ordinary Shares respectively, representing 0.02 and 0.005 per cent. respectively of the enlarged issued share capital of the Company.
The net proceeds of the Subscription will be used for several purposes, which include supporting production and sales of Accoya® wood out of the Company's plant in Arnhem, advancing the production of panel products using the Company's proprietary technology to a commercial scale and providing working capital to meet the Company's short and medium term requirements.
Paul Clegg, Chief Executive Officer of Accsys, said, "The strengthening of our financial position through this fundraising is a significant step. We have made great strides over the past few months in expanding our global network of distributors, building the Accoya® wood brand and raising awareness within the industry that our product has the high performance of a hard wood whilst being fully sustainable. We strongly believe that this will fuel greater licensing opportunities.
"The results of this are already being seen, with demand at our Arnhem facility during the months of October and November reaching its highest level to date and increasing levels of interest from potential licensees. I am delighted to welcome our new shareholders at this extremely exciting stage of the Company's development."
For further information, please contact:
| Accsys Technologies PLC | Paul Clegg, CEO Kevin Wood, CFO | +44 20 8150 8835 |
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| Matrix Corporate Capital LLP Threadneedle Communications | Stephen Mischler Anu Tayal Graham Herring Josh Royston graham.herring@threadneedlepr.co.uk josh.royston@threadneedlepr.co.uk | +44 20 3206 7000 +44 20 7653 9850 |
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| Citigate First Financial B.V. | Wouter van de Putte Menno Delken | + 31 20 575 4080 |
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This announcement is for information purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction.
This announcement and any materials distributed in connection with this announcement are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation which would require any registration or licensing within such jurisdiction.
This announcement does not constitute an offer to purchase, or the solicitation of an offer to purchase, any securities of the Company in the United States or in any other jurisdiction in which such an offer or solicitation is unlawful. The offer of securities referred to in this announcement has not been, and will not be, registered under the United States Securities Act of 1933, as amended. The Company's shares may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offering of the Company's shares in the United States, the United Kingdom or elsewhere.
The distribution of this announcement and the offering or sale of the Company's shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or any of its advisers or affiliates, or any other person that would permit an offer of the shares or possession or distribution of this announcement or any other offering or publicity material relating to the shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
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® acetylated wood and technology licensing via its wholly owned subsidiary, Titan Wood Limited (www.titanwood.com). Accsys Technologies PLC is listed on the London Stock Exchange AIM market, and on Euronext Amsterdam by NYSE Euronext, under the symbols 'AXS'.
Wood Acetylation is a process, which increases the amount of naturally present 'acetyl' molecules in wood, thereby changing its physical properties. The 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.
Accoya® Wood (www.accoya.info) is produced by using a patents-pending non-toxic process that effectively converts sustainably grown softwoods and non-durable hardwoods into what is best described as a "new wood species" 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.
ACCOYA is a registered trademark owned by Titan Wood Limited