TIDMAPC TIDMGCO
RNS Number : 9692O
APC Technology Group PLC
13 August 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
13 August 2014
RECOMMENDED ALL SHARE OFFER
BY
APC TECHNOLOGY GROUP PLC
FOR
GREEN COMPLIANCE PLC
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006
Posting of Shareholder Circular
On 30 July 2014, the boards of APC Technology Group PLC ("APC")
and Green Compliance plc ("Green Compliance") announced the terms
of a merger between APC and Green Compliance to be implemented by
means of a scheme of arrangement whereby APC will acquire the
entire issued and to be issued share capital of Green
Compliance.
APC is today distributing a circular to APC Shareholders in
connection with the Offer (the "APC Circular"), containing, amongst
other things, information on the Offer, an expected timetable of
principal events and details of the actions to be taken by APC
Shareholders, together with the Form of Proxy for the General
Meeting. The APC Circular also explains why the APC Directors
consider that the Offer is in the best interests of the Company.
The APC Circular will also be made available on APC's website
(www.apc-plc.co.uk).
Green Compliance Shareholders will receive, amongst other
documents, a Scheme Document in connection with the Offer. APC
understands that the Scheme Document will be made available on
Green Compliance's website (www.greencomplianceplc.com).
Shareholder Meetings
As set out in the APC Circular, the General Meeting will be held
at 11.00 a.m. on 5 September 2014 to allow APC Shareholders to vote
on, amongst other things, the proposed resolution to increase APC's
authorised share capital to enable allotment of the New APC Shares
to Green Compliance Shareholders which is required to implement the
Scheme.
In addition, as set out in the Scheme Document, the Green
Compliance Court Meeting and Green Compliance General Meeting will
be held on 5 September 2014 to allow Green Compliance Shareholders
to vote on the resolutions required to approve and implement the
Scheme.
The expected timetable of principal events is attached as an
appendix to this announcement. If this expected timetable changes
an announcement will be made via a Regulatory Information
Service.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the APC Circular.
Enquiries:
APC Technology Group PLC Tel: +44 (0) 1634
Mark Robinson, Chief Executive Officer 290588
Hugh Edmonds, Interim CFO
Strand Hanson Limited - Nominated and Financial Tel: +44 (0) 20 7409
Adviser to APC 3494
James Harris / Angela Hallett / Ritchie Balmer
Northland Capital Partners Limited - Broker to Tel: +44 (0) 20 7796
APC 8800
John Howes / Alice Lane
Redleaf Polhill - Financial PR to APC Tel: +44 (0) 20 7382
Rebecca Sanders-Hewett / David Ison 4730
Green Compliance plc
Bob Holt, Chairman and Chief Executive Tel: +44 (0) 7778
Richard Hodgson, Chief Operating Officer 798 816
Tel: +44 (0) 7880
787 924
N+1 Singer - Nominated and Financial Adviser Tel: +44 (0) 20 7496
and Broker to Green Compliance 3000
Andrew Craig / Ben Wright / Alex Wright
Gable Communications Limited - Financial PR to Tel : +44 (0) 20 7193
Green Compliance 7463
John Bick or +44 (0) 7872 061
007
Further Information
Strand Hanson, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for APC and no-one else in connection with the Offer and will not
be responsible to anyone other than APC for providing the
protections afforded to clients of Strand Hanson nor for providing
advice in relation to the Offer or the contents of, or any matter
or arrangement referred to in, this announcement.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Green Compliance and no-one else in connection with the Offer
and will not be responsible to anyone other than Green Compliance
for providing the protections afforded to clients of N+1 Singer nor
for providing advice in relation to the Offer or the contents of,
or any matter or arrangement referred to in, this announcement.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE SCHEME OFFER WILL BE MADE
SOLELY BY MEANS OF THE SCHEME DOCUMENT, WHICH WILL CONTAIN THE FULL
TERMS AND CONDITIONS OF THE OFFER, INCLUDING DETAILS OF HOW TO VOTE
IN RESPECT OF THE OFFER. ANY VOTE IN RESPECT OF THE SCHEME OR OTHER
RESPONSE IN RESPECT OF THE OFFER SHOULD BE MADE ONLY ON THE BASIS
OF INFORMATION CONTAINED IN THE SCHEME DOCUMENT. GREEN COMPLAINCE
SHAREHOLDERS ARE ADVISED TO READ THE SCHEME DOCUMENT IN RELATION TO
THE OFFER CAREFULLY.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules and the information
disclosed 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.
Overseas Shareholders
The availability of the Offer for Overseas Shareholders may be
affected by the laws of the relevant jurisdiction in which they are
located or of which they are citizens. Overseas Shareholders should
inform themselves about and observe any applicable legal or
regulatory requirements of their jurisdictions. It is the
responsibility of each Overseas Shareholder to satisfy himself as
to the full observance of the laws of the relevant jurisdiction in
connection with the Scheme, including the obtaining of any
governmental, exchange control or other consents which may be
required, or the compliance with other necessary formalities which
are required to be observed and the payment of any issue, transfer
or other taxes due in such jurisdiction.
The Scheme Document and the accompanying documents have been
prepared for the purpose of complying with English law and the City
Code. The Scheme Document and the conditions and further terms set
out in this document are governed by English law and are subject to
the jurisdiction of the English courts. Therefore, the information
disclosed in the Scheme Document may not be the same as that which
would have been disclosed if this document had been prepared in
accordance with the laws and regulations of any other jurisdiction.
Custodians, nominees and trustees should observe these restrictions
and should not send or distribute this document or the accompanying
documents in or into any such Restricted Jurisdiction.
Forward-looking Statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact may
be forward-looking statements. They are based on current
expectations and projections about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
announcement. Each of Green Compliance and the APC, and each of
their respective members, directors, officers, employees, advisers
and any person acting on their behalf, expressly disclaims any
intention or obligation to update or revise any forward-looking or
other statements contained in this announcement, whether as a
result of new information, future events or otherwise, except as
required by applicable law.
Neither Green Compliance, APC, nor their respective members,
directors, officers or employees, advisers or any person acting on
their behalf, provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 per cent. 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,
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 p.m. (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 +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website and availability of hard copies
A copy of this announcement, the APC Circular, the Scheme
Document and the various forms of proxy will be made available free
of charge (subject to any applicable restrictions with respect to
persons resident in Restricted Jurisdictions) on the websites of
APC at www.apc-plc.co.uk and Green Compliance at
www.greencomplianceplc.com. For the avoidance of doubt, the content
of those websites are not incorporated by reference and do not form
part of this announcement.
You may request a hard copy of this announcement and/or the
Scheme Document, together with any information expressly
incorporated by reference in the Scheme Document, and any of the
accompanying documents by contacting Green Compliance at 2 Derwent
Close, Warndon, Worcester WR4 9TY or by telephoning 01905 731609.
Relevant documents will be posted within two Business Days of
receipt of such a request.
Appendix
Expected Timetable of Principal Events
The following timetable sets out the expected dates for
implementation of the Offer (some of which are indicative):
Time and/or date
Event 2014
Despatch of the APC Circular 13 August
Despatch of the Scheme Document 13 August
Latest time and date for lodging of Form 11:00 a.m. on 3
of Proxy September
for the General Meeting
General Meeting Voting Record Time 6:00 p.m. on 3 September
Green Compliance Court Meeting 10:00 a.m. on 5
September
Green Compliance General Meeting 10:15 a.m. on 5 September(2)
APC General Meeting 11:00 a.m. on 5 September(1)
Last day of dealings in, and time for registration 11 September(3)
of transfers of, and disablement in CREST
of, Green Compliance Shares
Scheme Record Time 6:00 p.m. on 11 September(3)
Scheme Court Hearing to sanction the Scheme 12 September(3)
Effective Date of the Scheme 12 September(3)
Expected cancellation of trading in Green 7:00 a.m. on 15 September(3)
Compliance Shares on AIM
Commencement of dealing on AIM in New APC 8:00 a.m. on 15 September(3)
Shares
Crediting of New APC Shares to CREST accounts A soon as possible
after 8:00 a.m. on
15 September
Despatch of definitive certificates for by 26 September(3)
the New APC Shares
Unless otherwise indicated, all references in this document
to times are to London times.
Notes
1. Forms of Proxy for the General Meeting must be lodged not
later than 48 hours (excluding weekends and public holidays) prior
to the time appointed for the General Meeting.
2. The Green Compliance General Meeting will commence at 10.15
a.m. or, if later, immediately after the conclusion of the Green
Compliance Court Meeting.
3. These dates are indicative only and will depend, among other
things, on the date upon which the Conditions are satisfied or (if
capable of waiver) waived and the date upon which the Court
sanctions the Scheme and the dates on which the Scheme Court Order
is delivered to the Registrar of Companies. If any of the times
and/or dates above change, the revised times and/or dates will be
notified by APC to the APC Shareholders through a Regulatory
Information Service.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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