APC Technology Regulatory News (APC)

Advanced Power Components Plc

("APC", the "Group" or the "Company")

Acquisition and Institutional Placing

Advanced Power Components plc (AIM: APC) is pleased to announce that it has agreed terms with the minority shareholders of Minimise Limited ("Minimise"), in which APC currently has a 51% holding, to acquire the remaining 49% of the issued share capital that it does not already own (the "Minimise Acquisition"). On completion of the transaction, APC will own 100% of Minimise.

The aggregate initial consideration payable in respect of the Minimise Acquisition ("Initial Consideration") will be satisfied by £850,000 in cash and £3,826,493, to be satisfied by the issue of 12,051,947 new ordinary shares of 2 pence each in APC ("Consideration Shares"), valuing the aggregate Initial Consideration at £4,676,493, based on the closing mid-market share price of APC of 31.75p on 23 May 2013, the latest practicable business day prior to this announcement. Further cash consideration, representing a dividend payment based on Minimise's distributable reserves as at 31 August 2013, will be made by 31 December 2013. APC does not expect this to exceed £125,000. The total consideration payable values Minimise at c£9,669,000, based on the share price of APC as at 23 May 2013.

APC is also pleased to announce that it has conditionally raised gross proceeds of £3.0 million through a placing with institutional investors of 10,000,000 new ordinary shares of 2 pence each (the "Placing Shares") through its broker, Northland Capital Partners Limited ("Northland"), at a price of 30 pence per Ordinary Share (the "Placing"). The net proceeds will be used to finance the cash element of the Minimise Acquisition, to fund other potential future cleantech acquisitions and for general working capital requirements.

Details of the Minimise Acquisition

Minimise sells a range of energy efficient LED lighting products and value added services to a range of business customers located throughout the UK. It has recently announced a number of significant contract wins totalling c. £9 million, which include, among others, contracts with a major UK supermarket chain and a UK transport infrastructure company. The board of APC believes that Minimise's track record to date and strong future growth potential offer a significant opportunity and, as a result, APC will now look to consolidate its other cleantech activities into Minimise.

For the 13 month period ended 31 August 2012, Minimise recorded a loss before taxation of £288,151 and as at 31 August 2012 had net liabilities of £121,197.

The Minimise Acquisition is conditional on shareholder approval for the allotment of the Consideration Shares. A General Meeting is expected to be convened for 21 June 2013 in order, inter alia, to propose and approve the required resolutions to authorise the issue and allotment of the Consideration Shares. Notice of the General Meeting, including the form of proxy, will be mailed to shareholders during the week commencing 27 May 2013.

The vendors of Minimise include Paul West and Dawn Cutler, each directors of Minimise and each holding an interest of 3.4 per cent. in the share capital of Minimise. As certain of the vendors of the shares in Minimise are directors of Minimise, the Minimise Acquisition is deemed to be a related party transaction under the AIM Rules. The Company's Directors consider, having consulted with Strand Hanson Limited, the Company's nominated adviser, that the terms of the Minimise Acquisition are fair and reasonable insofar as the Company's shareholders are concerned.

Details of the Placing

The Placing is conditional, inter alia, upon completion of the Minimise Acquisition and admission of the Consideration Shares and the Placing Shares ("Admission") becoming effective by no later than 8.00 a.m. on 24 June 2013 or such later date, being not later than 8.00 a.m. on 8 July 2013, as APC and Northland may agree.

Application will be made for the Placing Shares and the Consideration Shares, which will rank pari passu in all respects with the existing ordinary shares of the Company, to be admitted to trading on AIM and Admission is expected to be effective from 8.00 a.m. on 24 June 2013.

Mark Robinson, CEO of APC, said:

"We recognise the significant growth potential which exists in the cleantech sector and believe that the acquisition of Minimise represents an important step in our strategy to accelerate growth in it. We are already very familiar with Minimise, having previously held 51% of the business, and are confident that by acquiring the remainder of the share capital we will be significantly strengthening the base from which we hope to increase our presence in this exciting market.

As well as providing the funds to complete the cash element of the Minimise acquisition, the fundraising provides additional working capital to support future growth. It also secures funding to facilitate the strengthening of the Group's position through further acquisitions in the cleantech arena."

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About Advanced Power Components

Advanced Power Components plc (APC) is one of the UK's leading distributors of specialist electronic components and a provider of technologies developed to reduce energy consumption or generate electricity more sustainably.

Since incorporation in 1982, APC has developed long-standing relationships with manufacturers of specialist electronic components and with customers who put significant value on our deep understanding of the challenges of their individual markets, technical expertise and attention to detail. Markets include defence, aerospace, space, transportation, medical and industrial sectors. Products are wide ranging in their complexity and in their application and are sold through a number of semi-autonomous teams. Each team focuses on specific technologies or markets but are true to the Company's central business strategy of adding value in the supply chain.

Through Minimise Energy, the Group promotes a range of technologies developed to reduce energy consumption and associated carbon emissions associated with traditional offerings. These products are either sold individually, through subsidiaries Minimise Limited and Minimise Controls Limited or may be combined to provide an integrated, multi technology solution to the challenge of improving the energy efficiency of an entire organisation.