APC Technology Regulatory News (APC)

(a) Identity of the party to the offer making the disclosure:

APC TECHNOLOGY GROUP PLC ("APC")

(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

GREEN COMPLIANCE PLC ("Green Compliance") being the offeree

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

(e) Date position held:

29 July 2014

(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:

APC Technology Group plc

Class of relevant security:

Ordinary Shares of 1p 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

Class of relevant security:

12% Convertible Loan Notes, convertible into ordinary shares of 1p each, repayable 31 July 2015

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

Class of relevant security:

7.5% Convertible Loan Notes, convertible into ordinary shares of 1p each, repayable 31 July 2015

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

Class of relevant security:

Warrants to subscribe for Ordinary Shares at an exercise price of 2p per share and with an expiry date of 28 January 2018

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

Class of relevant security:

Warrants to subscribe for Ordinary Shares at an exercise price of 2p per share and with an expiry date of 2 April 2018

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

Class of relevant security in relation to which subscription right exists:

Nil

Details, including nature of the rights concerned and relevant percentages:

n/a

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 Green Compliance plc ("Green Compliance") and APC on 30 July 2014.

Green Compliance Directors

APC has received irrevocable undertakings from each of the Green Compliance Directors (i) to vote or procure the vote in favour of the Resolutions in respect of their entire beneficial holdings of Green Compliance Shares amounting, in aggregate, to 35,545,576 Green Compliance Shares (representing approximately 7.47 per cent. of the existing issued share capital of Green Compliance) (or, if the Offer is to be implemented by way of a contractual takeover offer, to accept or procure the acceptance of such offer) and (ii) (as appropriate) to sign the relevant Written Resolution in respect of all of their holdings of the 7.5 per cent. class of Green Compliance Loan Notes (representing 37.5 per cent. of the outstanding principal value of that class of Green Compliance Loan Notes):

The irrevocable undertakings given by the Green Compliance Directors remain binding in all circumstances, including if a higher competing offer is announced, unless the Scheme lapses or is withdrawn.

Institutional Green Compliance Shareholders

APC has also received irrevocable undertakings from certain institutional Green Compliance Shareholders to (i) vote or procure the vote in favour of the Resolutions in respect of their entire beneficial holdings of Green Compliance Shares amounting to 136,531,666 Green Compliance Shares (representing approximately 28.69 per cent. of the existing issued share capital of Green Compliance) (or, if the Offer is to be implemented by way of a contractual takeover offer, to accept or procure the acceptance of such offer) and (ii) (as appropriate) to sign the Written Resolution in respect of all of their holdings of the 12 per cent. class of Green Compliance Loan Notes (representing approximately 54.55 per cent. of the outstanding principal value of that class of Green Compliance Loan Notes):

The irrevocable undertakings listed above will cease to be binding in the event that there is a competing offer which values the Green Compliance Shares at more than 10 per cent. higher than the value under the Scheme and the offer of not match by APC within the normal time limits in the Code.

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 Green Compliance:

None

3(b) - APC Directors' rights to subscribe for Green Compliance shares:

None

3(c) - Interests of connected advisers to APC:

None

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

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

Supplemental Form 8 (Open Positions)

YES/NO

Supplemental Form 8 (SBL)

YES/NO

30 July 2014

Mark Robinson

+44 (0) 20 1634 290588