APC Technology Regulatory News (APC)

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.

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):

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.