Prospectus-2010.Pdf
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. This document, which comprises a prospectus, has been prepared in accordance with the Prospectus Rules made under section 73A of FSMA and has been approved as such by the FSA in accordance with section 85 of FSMA. A copy of this document has been filed with the FSA in accordance with paragraph 3.2.1 of the Prospectus Rules. The Company has also requested that the FSA certify to The Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) that this document is a prospectus drawn up in accordance with the Prospectus Rules. This document has been made available to the public in accordance with paragraph 3.2.1 of the Prospectus Rules and chapter 5.21 of the Dutch Act on Financial Supervision (Wet op het financieel toezicht). This document 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 any jurisdiction (including, without limitation, the New Ordinary Shares). The Directors, whose names appear on page 16 of this document, and the Company accept responsibility for the information contained in this document. To the best of the knowledge of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import o f such information The Existing Ordinary Shares are traded on Euronext Amsterdam and on AIM. Application has been made for the New Ordinary Shares to be admitted to listing and trading on Euronext Amsterdam and on AIM, in each case under the symbol „AXS‟. It is expected that such admission will become effective and that dealings in the New Ordinary Shares on Euronext Amsterdam and on AIM will commence at 9.00 a.m. (Central European Time) on or about 10 February 2010. No application is currently intended to be made for the New Ordinary Shares to be admitted to trading or traded on any other exchange. You should read the whole of this document and the documents incorporated herein by reference. In particular, your attention is drawn to the risk factors set out in Part II („Risk factors‟) of this document, which you should read in full. ACCSYS TECHNOLOGIES PLC (Incorporated and registered in England and Wales with registered no. 5534340) Admission to listing and trading of 44,232,226 New Ordinary Shares with a nominal value of €0.01 each on Euronext Amsterdam and on AIM Fortis Bank (Nederland) N.V. is acting as the Euronext listing agent to the Company in connection with the Euronext Admission and is not advising any person or treating any person as its customer or client in relation to the Euronext Admission and will not be responsible to any such person for providing the protections afforded to its customers or clients or for providing advice in connection with the Euronext Admission. No representation or warranty, express or implied, is made by Fortis Bank (Nederland) N.V. as to any of the contents of this document and Fortis Bank (Nederland) N.V. does not accept any responsibility for the contents of this document. Matrix Corporate Capital LLP, which is authorised and regulated in the United Kingdom by the FSA, is acting as nominated adviser to the Company in connection with the AIM Admission and will not regard any other person (whether or not a recipient of this document) as a client in relation to the AIM Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the AIM Admission or any other matters addressed in this document. Its 4 February 2010 responsibilities as the Company‟s nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his or her decision to acquire Ordinary Shares in reliance on any part of this document. No representation or warranty, express or implied, is made by Matrix Corporate Capital LLP as to any of the contents of this document. The distribution of this document in jurisdictions other than the United Kingdom and The Netherlands may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction. In particular, the New Ordinary Shares referred to in this document have not been and will not be registered under the US Securities Act of 1933, as amended (the "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. There will be no public offer of the New Ordinary Shares in the United States, the United Kingdom or elsewhere. The New Ordinary Shares were offered and sold outside the United States in reliance on Regulation S under the Securities Act. 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 Subscription referred to in this document. Any representation to the contrary is unlawful. See Part IX („Selling and transfer restrictions‟) for further information on selling and transfer restrictions. Certain information in relation to the Company is incorporated by reference into this document. Capitalised terms used herein have the meanings ascribed to them in the section entitled „Definitions‟ beginning on page 68 of this document. Certain abbreviated and technical terms that are commonly used in the wood industry and which appear in this document are defined in the section entitled „Glossary of Technical Terms‟ beginning on page 71 of this document. Unless the context otherwise requires, all references in this document to „„we‟‟, „„us‟‟, „„our‟‟ and similar terms refer to the Company or the Group, as the context requires. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as of any subsequent time. The contents of this document are not to be construed as legal, business or tax advice. Each Shareholder should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. The contents of the Company‟s website do not form part of this document. This document will be published in the English language only. CONTENTS Page Part I Summary information ................................................................................................................................1 .. Part II Risk factors ...................................................................................................................................................6 Part III Subscription statistics ................................................................................................................................15 .. Part IV Directors, secretary and advisers ................................................................................................................16 Part V Information on the Accsys Group ..............................................................................................................17 Part VI Financial information relating to the Accsys Group ................................................................................33 Part VII Operating and financial review ....................................................................................................................34 Part VIII The Subscription ................................................................................................................................43.......... Part IX Selling and transfer restrictions ..................................................................................................................46 Part X Additional information ................................................................................................................................47 Part XI Documentation incorporated by reference ................................................................................................67 . Definitions ................................................................................................................................................................68