30 Jul 2014 15:01
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: |
APC TECHNOLOGY GROUP PLC |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer |
APC TECHNOLOGY GROUP PLC ("APC"), being the offeror |
(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEROR |
(e) Date position held: |
29 July 2014
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | YES/NO If YES, specify which: Green Compliance plc (the offeree) |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary Shares of 2p each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | n/a | Nil | n/a |
(2) Derivatives (other than options): | Nil | n/a | Nil | n/a |
(3) Options and agreements to purchase/sell: | Nil | n/a | Nil | n/a |
TOTAL: | Nil | n/a | Nil | n/a |
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | Nil |
Details, including nature of the rights concerned and relevant percentages: | n/a |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): | |||||||||||||||||||||||||||||||||||||||
Definitions used in this disclosure are taken from the Rule 2.7 announcement issued by APC and Green Compliance plc ("Green Compliance") on 30 July 2014. APC Shareholders in respect of the APC Resolution(s) Irrevocable undertakings to vote in favour of the APC Resolution(s) at the APC General Meeting have been secured from the holders of 29,077,170 APC Shares (including all members of the APC Board) representing approximately 49.66 per cent. of the APC Shares in issue:
The irrevocable undertakings will continue to be binding in the event that the Offer is to be implemented by way of a contractual takeover offer. The irrevocable undertakings will cease to be binding if the Scheme does not proceed in accordance with its terms or is amended or lapses or is withdrawn.
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3(a) - Interests of directors of APC in APC:
*in addition, Mark Robinson's father, Roger Robinson, holds in family trusts, in aggregate, 9,603,821 APC Shares (representing 16.40 per cent. of the issued share capital of APC). Due to their family relationship, Mark and Roger Robinson are deemed to be acting in concert for the purposes of this disclosure.
3(b) - APC Directors' rights to subscribe for APC shares:
3(c) - Interests of connected advisers to APC:
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4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none" |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | YES/NO |
Supplemental Form 8 (SBL) | YES/NO |
| Date of disclosure: | 30 July 2014 |
| Contact name: | Mark Robinson |
| Telephone number: | +44 (0) 20 1634 290588 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.