Commencement of a formal sale process

RNS Number : 6007G

Accesso Technology Group PLC

24 July 2019

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

24 July 2019

ACCESSO TECHNOLOGY GROUP PLC

("accesso" or the "Company")

Commencement of a formal sale process under the Takeover Code

accesso Technology Group plc (AIM: ACSO), the premier technology solutions provider to leisure, entertainment, hospitality, attractions and cultural markets announces that, following the receipt of approaches from a number of parties regarding a potential sale of the Company, it has decided to conduct a formal sale process under The City Code on Takeovers and Mergers (the "Code"). The Board of accesso has determined that this is the most appropriate mechanism, for a UK-listed company subject to the Code, to determine whether or not this high level of inbound interest will translate into an offer or offers on terms which the Board is prepared to recommend to accesso shareholders.

Shareholders are advised this announcement is not a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that any offers will be made as a result of the formal sale process, that any sale or other transaction will be concluded, nor as to the terms on which any offer or other transaction may be made.

 The Board has appointed KeyBanc Capital Markets Inc. ("KeyBanc") as its Financial Adviser with regards to the formal sale process and Canaccord Genuity Limited ("Canaccord Genuity") as independent Financial Adviser for the purposes of Rule 3 of the Code, in addition to being Nominated Adviser and Joint Broker to the Company. The Board has appointed Numis Securities Limited ("Numis") as Financial Adviser and Joint Broker to the Company.

 Parties with a possible interest in making a proposal should contact KeyBanc on the contact details set out below.

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code, for so long as it is participating in the formal sale process. Following this announcement, the Company is now considered to be in an "offer period" as defined in the Code, and the dealing disclosure requirements set out below will apply.

Any party wishing to participate in the formal sale process will be required to enter into a non-disclosure agreement with the Company on terms satisfactory to the Board before being permitted to participate in the process.

 Following execution of such an agreement, the Company intends to provide interested parties with information on the Company, following which, such parties will be invited to submit proposals to the Company. An announcement setting out the indicative timetable of the formal sale process will be made in due course.

 The Board reserves the right to alter any aspect of the formal sale process as outlined above or to terminate it at any time and will make further announcements when appropriate. The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.

 The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Directive. Upon the publication of this announcement this inside information is now considered to be in the public domain.

The person responsible for this announcement on behalf of the Company is John Alder, Chief Financial Officer.

For further information please contact:

accesso Technology Group plc Paul Noland, Chief Executive Officer John Alder, Chief Financial Officer Bill Russell, Non-Executive Chairman Simon Chisholm, Investor Relations		[phone]
KeyBanc Capital Markets Inc. (Lead Financial Adviser) Thomas Mazzucco Chris Headrick		US: [phone] US: [phone]
Canaccord Genuity Limited (Rule 3 Adviser, Nominated Adviser and Joint Broker) Simon Bridges, Adam James, Richard Andrews		[phone]
Numis Securities Limited (Financial Adviser and Joint Broker) Simon Willis, Mark Lander		[phone]
FTI Consulting, LLP              Matt Dixon, Chris Birt		[phone]

Important notices:

Disclosure requirements of the Code:

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel' s Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 disclosures:

In accordance with Rule 2.9 of the Code, accesso confirms that as at close of business on 23 July 2019 (being the last business day prior to the date of this announcement), it had in issue 27,569,848 ordinary shares of 1p each with voting rights. There are no shares held in treasury. The International Securities Identification Number (ISIN) of accesso shares is GB0001771426.

Publication on Website

A copy of this announcement will be made available at www.accesso.com no later than 12.00 noon (London time) on 25 July 2019 (being the business day following the date of this announcement) in accordance with Rule 26.1(a) of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1993, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

 

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