15 Sep 2014 08:01
RECOMMENDED ALL SHARE OFFER
BYAPC TECHNOLOGY GROUP PLC
FORGREEN COMPLIANCE PLC
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENTUNDER PART 26 OF THE COMPANIES ACT 2006
Admission to trading of New APC Shares
On 30 July 2014, the Boards of APC Technology Group Plc (the "Company") and Green Compliance Plc ("Green Compliance") announced that they had reached agreement on the terms of a recommended all-share offer by the Company to acquire the entire issued share capital of Green Compliance (the "Offer") to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). On 12 September 2014, the Court approved the Scheme and the Scheme became effective in accordance with its terms.
As consideration under the Scheme, the Company has issued and allotted 2 New APC Shares for every 71 Scheme Shares held by Green Compliance Shareholders on the Green Compliance register at 6.00 p.m. on 11 September 2014. Accordingly, at 8.00 a.m. on 15 September dealings commenced in 13,404,952 New APC Shares.
The New APC Shares will be credited to CREST account as soon as possible after 8.00 a.m. on 15 September. Definitive certificates for the New APC Shares will be despatched no later than 26 September 2014.
Following admission of the New APC Shares, the Company's total issued share capital will comprise 73,349,493 ordinary shares of 2p each. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the securities of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the circular to the shareholders of the Company dated 13 August 2014 (the "Circular").
Further details of the full timetable for completion of the Offer are included in the Circular and in the scheme document sent to shareholders of Green Compliance PLC (the "Scheme Document"). Copies of the Circular and the Scheme Document are available (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the Company's website at www.apc-plc.co.uk.
Enquiries
APC Technology Group PLC Mark Robinson, Chief Executive Officer Richard Hodgson, Chief Financial Officer |
Tel: +44 (0) 1634 290588 | |
Strand Hanson Limited - Nominated and Financial Adviser to APC James Harris / Angela Hallett / Ritchie Balmer |
Tel: +44 (0) 20 7409 3494 | |
Northland Capital Partners Limited - Broker to APC John Howes / Alice Lane |
Tel: +44 (0) 20 7796 8800 | |
Redleaf Polhill - Financial PR to APC Rebecca Sanders-Hewett / David Ison |
Tel: +44 (0) 20 7382 4730
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Further Information
Terms and expressions used in this Further Information section of this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Circular.
Strand Hanson, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the Offer and will not be responsible to anyone other than the Company 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.