Result of Placing
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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. 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 2020
accesso® Technology Group plc
(the "Group" or "Company")
Result of Placing, Open Offer Terms and Notice of General Meeting
accesso Technology Group plc (AIM: ACSO), the premier technology solutions provider to leisure, entertainment and cultural markets, announces the successful placing of new ordinary shares and a subscription for new ordinary shares raising, in aggregate, gross proceeds of £32.9 million ($40.3 million).
A total of 11,138,179 new ordinary shares in the capital of the Company (the "Placing Shares") have been placed by Numis Securities Limited ("Numis"), raising gross proceeds of £32.3 million ($39.5 million) (the "Placing"), and subscriptions for a further 212,414 new ordinary shares (the "Subscription Shares") in the capital of the Company have been received, raising gross proceeds £0.6 million ($0.8 million) (the "Subscription"). The Placing Shares and the Subscription Shares are to be issued at a price of 290 pence per new ordinary share (the "Issue Price"). The Placing Shares and Subscription Shares to be issued represent, in aggregate, 41.0% of the Company's issued ordinary share capital prior to the Placing, the Open Offer and the Subscription.
The issue of the Placing Shares is conditional on shareholder approval at a general meeting which is expected to be held at 11.30 a.m. on 9 June 2020 the ("General Meeting").
The Company has consulted, where possible, with the Company's major institutional shareholders ahead of this announcement and has sought to adhere to the principles of pre-emption through the allocation process.
The following directors of the Company have agreed to subscribe for the number of Placing Shares or Subscription Shares opposite his/her name as set out below:
Number of new ordinary shares
Andy Malpass has also notified the Company that he intends to take up his full entitlement under the proposed pre-emptive open offer ("Open Offer") of new ordinary shares in the capital of the Company ("Open Offer Shares"), equating to 334 new ordinary shares and that he will seek to acquire further shares through the excess application facility.
Details of the Open Offer
The Directors consider it important that the Company's existing shareholders have the opportunity to participate in the fundraising at the Issue Price and have concluded that the Open Offer is the most suitable option available to the Company and its shareholders. The Open Offer provides an opportunity for all Qualifying Shareholders (as defined in the shareholder circular to be sent to shareholders today ("Circular")) to participate in the fundraising by both subscribing for their respective basic entitlements, on a basis of 1 Open Offer Share for every 13 existing ordinary shares, and by subscribing for excess shares under an excess application facility, subject to availability.
If taken up in full, the Open Offer will raise gross proceeds of up to approximately £6.2 million ($7.6 million). The aggregate number of new ordinary shares available for subscription pursuant to the Open Offer will not exceed 2,131,151 Open Offer Shares, representing approximately 7.7% of the Company's issued ordinary share capital prior to the Placing, the Open Offer and the Subscription.
The terms and conditions of the Open Offer will be set out in the Circular.
Circular and General Meeting
Completion of each of the Placing, the Open Offer, and the Subscription will be conditional upon, inter alia, the approval by shareholders of the ordinary resolution to be proposed at a General Meeting of the Company. Notice of the General Meeting will be set out in the Circular, which will be sent to shareholders today together with a proxy form. The General Meeting will be held at 11.30 a.m. on 9 June 2020 at 7 Clifton Terrace, Cliftonville, Dorking, Surrey, RH4 2JG.
In light of the UK Government's current guidance on social distancing, as well as recently enacted regulations to help prevent the spread of Covid-19 by prohibiting all non-essential travel and public gatherings, the General Meeting will be held at the Company Secretary's home office and the Board will ensure a quorum is present and no additional shareholders will be able to attend the General Meeting in person. Shareholders are therefore strongly encouraged to complete and return their Form of Proxy appointing the "Chairman of the Meeting" as their proxy to ensure their votes are included in the poll vote to be conducted on the Resolution.
Application will be made to the London Stock Exchange for the admission of the Placing Shares, the Open Offer Shares and the Subscription Shares to be admitted to trading on AIM ("Admission"). Admission of the Placing Shares, the Open Offer Shares and the Subscription Shares is expected to take place at 8:00 a.m. on 10 June 2020.
The Placing Shares, the Open Offer Shares and the Subscription Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares of 1 pence in the capital of the Company, including, without limitation, the right to receive all future dividends and distributions declared, made or paid after the date of issue of the Placing Shares, the Open Offer Shares and the Subscription Shares respectively.
Steve Brown, the Company's Chief Executive commented:
"We're pleased to have completed this placing and further strengthened our financial position. We are grateful for the strong support of both our existing shareholders and new institutional investors and their faith in our ability to navigate the current environment. We are also pleased to announce an open offer to qualifying shareholders, and look forward to emerging from this situation with full focus on our long-term plan."
accesso Technology Group plc
Steve Brown, CEO
Fern MacDonald, CFO
+44 (0)118 934 7400
Numis Securities Limited (Nominated Adviser, Broker and Sole Bookrunner)
Simon Willis, Mark Lander, Hugo Rubinstein
+44 (0)20 7260 1000
FTI Consulting, LLP
Matt Dixon, Adam Davidson, Chris Birt
EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)(2)
Record Date for entitlements under the Open Offer
close of business on 20 May 2020
Announcement of the Placing and Open Offer
7.00 a.m. on 22 May 2020
Ex-Entitlement Date for the Open Offer
22 May 2020
Posting of this document, the Forms of Proxy and, to certain Qualifying non-CREST Shareholders only, the Application Form(3)
22 May 2020
Publication of Notice of the Open Offer in the London Gazette
26 May 2020
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders(3)
26 May 2020
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST
4.30 p.m. 3 June 2020
Latest time for depositing Open Offer Entitlements into CREST(3)
3.00 p.m. 4 June 2020
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)
3.00 p.m. 5 June 2020
Latest time and date for receipt of completed Application Forms and payment in full from Qualifying Shareholders under the Open Offer or settlement of relevant CREST instruction (as appropriate)(3)
11.00 a.m. 9 June 2020
Latest time and date for receipt of Forms of Proxy or submission of proxy votes electronically
11.30 a.m. on 5 June 2020
Record time for the General Meeting
6.30 p.m. on 5 June 2020
11.30 a.m. 9 June 2020
Announcement of the results of the General Meeting and the Open Offer
9 June 2020
Admission effective and dealings in the New Ordinary Shares expected to commence on AIM
10 June 2020
Expected date for crediting of the Open Offer Shares in uncertificated form to CREST stock accounts(3)
10 June 2020
Expected date of dispatch of share certificates in respect of the Open Offer Shares(3)
23 June 2020
Each of the times and dates are indicative only and are subject to change at the absolute discretion of the Company and Numis. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a RIS
References to times in this announcement and the Circular document are to London times unless otherwise stated
Subject to certain restrictions relating to Qualifying Shareholders with registered addresses in, or who are located and/or resident in or are citizens of, in each case, countries outside of the United Kingdom (details of which are set out in "Part IV - Terms and Conditions of the Open Offer" of the Circular)
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