APC Technology Regulatory News (APC)

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction (including the united states) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. 

this announcement contains inside information FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) No. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

18 September 2019

RECOMMENDED CASH OFFER

for

APC TECHNOLOGY GROUP PLC

by

SPECIALIST COMPONENTS LIMITED

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENTUNDER PART 26 OF THE COMPANIES ACT 2006

Summary and Highlights:

·; The boards of directors of Specialist Components Limited ("Specialist Components") and APC Technology Group Plc ("APC" or the "Company") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Specialist Components for the entire issued and to be issued share capital of APC (the "Offer"). It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement between APC and its shareholders under Part 26 of the Companies Act 2006 (the "Scheme").

·; Under the terms of the Offer, Scheme Shareholders on the register of members at the Scheme Record Time will receive 10 pence in cash for each Scheme Share held, valuing the entire existing issued share capital of APC at approximately £18.26 million.

·; The Cash Consideration of 10 pence per APC Share represents a premium of approximately:

(i) 9.59 per cent. to the Closing Price of 9.125 pence per APC Share on 17 September 2019 (being the last Business Day prior to the date of this Announcement); and

(ii) 17.31 per cent. to the volume weighted average price of 8.52 pence per APC Share over the six month period ended on and including 17 September 2019 (being the last Business Day prior to the date of this Announcement).

·; If any dividend or other distribution is authorised, declared, made or paid in respect of APC Shares on or after the date of this Announcement, Specialist Components reserves the right to reduce the Cash Consideration by the aggregate amount of such dividend or distribution.

·; APC (AIM: APC) provides design-in, specification and distribution services for specialist electronic components and systems, lighting technologies and connectivity products that help its customers produce better equipment, improve efficiency and achieve superior performance.

·; Specialist Components is a private limited company incorporated in England and Wales, which was recently established at the direction of Harwood Capital LLP, on behalf of certain of its discretionary investment management and/or advisory clients (the "Harwood Funds"), specifically for the purpose of making the Offer.

·; Harwood Capital LLP is a private investment management firm engaged in the provision of discretionary investment management and/or advisory services to its clients. Following implementation of the Proposals, Specialist Components will be wholly owned by the Harwood Funds.

·; At the date of this Announcement, the Harwood Funds beneficially own, in aggregate, 9,000,000 APC Shares representing approximately 4.93 per cent. of APC's existing issued share capital.

·; Implementation of the Scheme will be subject, inter alia, to the approval of the Scheme by Voting Scheme Shareholders at the Court Meeting and the passing of the resolutions by APC Shareholders necessary to implement the Scheme at the General Meeting, and the sanction of the Scheme by the Court. The Scheme Document, setting out full details of the Scheme and the procedures to be followed by APC Shareholders to approve the Scheme, together with the Forms of Proxy, are expected to be published and despatched to APC Shareholders and, for information purposes only, to participants in the APC Share Option Schemes, as soon as practicable, but in any event within 28 days from the date of this Announcement, unless otherwise agreed with the Panel. The Scheme Document will contain an expected timetable for the Offer process. It is expected that the Scheme will become Effective in late October / early November 2019, subject to the Conditions and certain further terms set out in Appendix I to this Announcement, and to be set out in the Scheme Document, being satisfied or waived.

·; If the Scheme does not become Effective by the Longstop Date, the Proposals will lapse except where the approval of Voting Scheme Shareholders at the Court Meeting and APC Shareholders at the General Meeting is obtained before this date, in which case the Longstop Date for the Proposals may be extended to such later date (if any) as Specialist Components and APC may agree and, if required, the Court and the Panel may approve.

·; The APC Directors, who have been so advised by Shore Capital and Corporate Limited ("Shore Capital"), the Company's financial adviser, as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the APC Directors, Shore Capital has taken into account the commercial assessments of the APC Directors. Shore Capital is providing independent financial advice to the APC Directors for the purposes of Rule 3 of the Code.

·; Accordingly, the APC Directors intend unanimously to recommend that Voting Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that APC Shareholders vote in favour of the special resolution necessary to implement the Scheme at the General Meeting, as the APC Directors who currently hold or control APC Shares have irrevocably undertaken so to do (or procure to be done) in respect of their own beneficial shareholdings (or the shareholdings they control), amounting, in aggregate, to 9,223,814 APC Shares representing approximately 5.05 per cent. of APC's existing issued share capital.

·; In addition, Specialist Components has received irrevocable undertakings to vote in favour of the Proposals from certain institutional and other APC Shareholders (as set out in Appendix III to this Announcement) in respect of, in aggregate, 57,726,759 APC Shares, representing approximately 31.61 per cent. of APC's existing issued share capital.

·; Accordingly, Specialist Components has obtained irrevocable undertakings over, in aggregate, 66,950,573 APC Shares, representing approximately 36.66 per cent. of APC's existing issued share capital.

·; Further details of the abovementioned irrevocable undertakings are set out in section 6 of, and Appendix III to, this Announcement.

Tony Lochery, Non-Executive Chairman of APC, commented:

"The Offer provides all APC Shareholders with the opportunity of a cash exit at an attractive premium to the Company's prevailing share price and we believe the Offer recognises the Company's underlying value. Whilst the business has recently performed well on the public market, we firmly believe that APC will be better placed to deliver on the next phase of its strategic objectives and the longer-term growth of its specialist electronics businesses in the private arena and, subject to shareholders approving the Scheme, look forward to the Company's ownership by Specialist Components and the opportunities that will present for all of our stakeholders."

Jeremy Brade, Director of Specialist Components, commented:

"This recommended cash offer provides APC Shareholders with the opportunity to exit their investment in full at an attractive valuation. We believe that APC has good potential and strong management but that, given the Company's size and future capital requirements, it would fare better as a private company with a more cost-effective corporate structure."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including the Appendices). Implementation of the Scheme will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculation of certain information contained in this Announcement. Appendix III to this Announcement contains a summary of the irrevocable undertakings in respect of the Offer received by Specialist Components. Appendix IV to this Announcement contains definitions of certain terms used in this summary and the following content of this Announcement.

A copy of this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on APC's website at www.apcplc.com, along with certain other documentation required to be posted online pursuant to the Code.

Enquiries:

Important Notice

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Specialist Components and Harwood Capital LLP and no-one else in connection with the Proposals and other matters described in this Announcement and will not be responsible to anyone other than Specialist Components and Harwood Capital LLP for providing the protections afforded to clients of Strand Hanson Limited nor for providing advice in relation to the Proposals, the contents of this Announcement or any other matter referred to herein. Neither Strand Hanson Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson Limited in connection with this Announcement, any statement contained herein or otherwise.

Shore Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser, nominated adviser and broker to APC and no-one else in connection with the Proposals and other matters described in this Announcement and will not be responsible to anyone other than APC for providing the protections afforded to clients of Shore Capital nor for providing advice in relation to the Proposals, the contents of this Announcement or any other matter referred to herein. Neither Shore Capital nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this Announcement, any statement contained herein or otherwise.

Further information

THIS ANNOUNCEMENT IS MADE PURSUANT TO RULE 2.7 OF THE CODE AND 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 PURSUANT TO THE OFFER OR OTHERWISE, 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 Proposals will be subject to the Conditions and to the further terms and conditions to be set out in the Scheme Document (or any other document by which the Offer is made). The Proposals will be made solely pursuant to the disclosures and information contained in the Scheme Document (or any other document by which the Offer is made) which, together with the Forms of Proxy, will contain the full terms and conditions of the Proposals, including details of how APC Shareholders may vote at the Meetings in respect of the Proposals. Any vote in relation to the Proposals or other response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Offer is made). APC Shareholders are advised to read the Scheme Document (or any other document by which the Offer is made) carefully when it becomes available.

This Announcement does not constitute a prospectus or prospectus equivalent document.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas jurisdictions

The availability of the Offer and the release, publication and distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of the relevant jurisdictions in which they are located.

This Announcement has been prepared for the purposes 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 and regulations of jurisdictions outside the United Kingdom.

The Offer will be implemented in accordance with applicable English law and will be subject to the applicable requirements of the Code, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Panel and the rules of the London Stock Exchange (including the AIM Rules).

Unless otherwise determined by Specialist Components or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement, the Scheme Document, the notices of Court Meeting and General Meeting, the Forms of Proxy and all other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction where to do so would violate the laws in such jurisdictions. All persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this Announcement in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Additional information for US investors

These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.

APC and Specialist Components are incorporated under the laws of England and Wales and all of the officers and directors of APC and Specialist Components are residents of countries other than the United States. Accordingly, it may not be possible to sue APC and Specialist Components or their respective directors in a non-US court for violations of US securities laws. It may also be difficult to compel APC, Specialist Components and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

The Offer, to be implemented by way of the Scheme, is being made to acquire the entire issued and to be issued share capital of a company incorporated in England and Wales by way of a scheme of arrangement provided for under Part 26 of the Companies Act 2006. A transaction effected by way of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement and takeover offers, which differ from the disclosure requirements, style and format of US tender offer and proxy solicitation rules. If Specialist Components determines to extend the offer into the US, the Offer will be made in compliance with applicable US laws and regulations. Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with non-US accounting standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

If Specialist Components were to elect to implement the Offer by means of a contractual takeover offer, rather than the Scheme, such offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder and otherwise in accordance with the Code. Such offer would be made in the US by Specialist Components and no one else.

Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved or disapproved the Offer, nor have such authorities passed upon or determined the fairness of the Offer or the adequacy or accuracy of the information contained in this Announcement. Any representation to the contrary is a criminal offence in the United States.

If the Offer is required to be made in the US, it will be done in compliance with the applicable tender offer rules under the US Exchange Act.

Cautionary note regarding forward-looking statements

This Announcement (including information incorporated by reference in this Announcement) contains certain statements that are, or may be deemed to be, forward-looking statements with respect to Specialist Components and/or APC. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" or other words of similar meaning. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Specialist Components' or APC's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Specialist Components' or APC's business. These statements are based on assumptions and assessments made by Specialist Components and/or APC (as applicable) in light of their experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate.

Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown 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. Neither Specialist Components nor APC undertakes any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except to the extent required by applicable law, the Panel or the Code.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates, and future business combinations or dispositions.

No member of the Specialist Components Group or the APC Group nor any of their respective associates, directors, officers, employees or advisers, 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.

Except as expressly provided in this Announcement, no forward-looking or other statements have been reviewed by the auditors of the Specialist Components Group or the APC Group. All subsequent oral or written forward-looking statements attributable to any member of the Specialist Components Group or the APC Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts, quantified financial benefit statements or estimates

No statement in this Announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefit statement for any period. No statement in this Announcement should be interpreted to mean that earnings per APC Share for the current or future financial years would necessarily match or exceed the historical published earnings per APC Share.

Dealing and Opening Position Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of APC 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) APC 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. (UK time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (UK 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 APC 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 one per cent. or more of any class of relevant securities of APC or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of APC 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) APC and (ii) any securities exchange offeror(s), 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. (UK 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 APC 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 APC and by any offeror and Dealing Disclosures must also be made by APC, 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 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 a website and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule 26 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on APC's website at www.apcplc.com by no later than 12.00 noon (UK time) on the Business Day following this Announcement.

Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks on such website is incorporated into, or forms part of, this Announcement.

A hard copy of this Announcement will be sent to APC Shareholders (other than APC Shareholders who have elected to receive electronic communications) in the near future. APC Shareholders may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) free of charge by contacting Neville Registrars on 0121 585 1131 from within the UK or +44 (0)121 585 1131 if calling from outside the UK between 9.00 a.m. to 5.00 p.m., Monday to Friday (except public holidays in England and Wales) or by submitting a request in writing to Neville Registrars at Neville House, Steelpark Road, Halesowen B62 8HD. APC Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Proposals should be in hard copy form. If you have received this Announcement in electronic form, hard copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.

Rule 2.9 information

Pursuant to Rule 2.9 of the Code, APC confirms that, as at the date of this Announcement, it has 182,627,088 ordinary shares of 2 pence each in issue and admitted to trading on AIM with International Securities Identification Number GB0000373984.

Information relating to APC Shareholders

Please be aware that addresses, electronic addresses and certain information provided by APC Shareholders, persons with information rights and other relevant persons for the receipt of communications from APC may be provided to Specialist Components during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

All times shown in this Announcement are UK times, unless otherwise stated.

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction (including the united states) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. 

this announcement contains inside information FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) No. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

18 September 2019

RECOMMENDED CASH OFFER

for

APC TECHNOLOGY GROUP PLC

by

SPECIALIST COMPONENTS LIMITED

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENTUNDER PART 26 OF THE COMPANIES ACT 2006

1. Introduction

The boards of directors of Specialist Components and APC are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Specialist Components for the entire issued and to be issued share capital of APC. The Offer of 10 pence per APC Share values the existing issued share capital of APC at approximately £18.26 million.

It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement between APC and its shareholders under Part 26 of the Companies Act 2006. The Scheme requires, inter alia, the approval of Voting Scheme Shareholders at a meeting convened by the Court and the passing of the special resolution by APC Shareholders necessary to implement the Scheme at the General Meeting, and the subsequent sanction of the Scheme by the Court. It is currently expected that the Scheme Document will be published in September 2019; that the Court Meeting and the General Meeting will be held in October 2019; and that the Scheme will likely become Effective shortly thereafter.

The APC Directors intend unanimously to recommend that Voting Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that APC Shareholders vote in favour of the special resolution necessary to implement the Scheme at the General Meeting, as the APC Directors who currently hold or control APC Shares have irrevocably undertaken so to do (or procure to be done) in respect of their own beneficial shareholdings (or the shareholdings they control) amounting, in aggregate, to 9,223,814 APC Shares representing approximately 5.05 per cent. of the existing issued share capital of APC.

Specialist Components is a private limited liability company recently incorporated in England and Wales. It was established at the direction of Harwood Capital LLP (on behalf of the Harwood Funds) specifically for use in making the Offer. Harwood Capital LLP and the Harwood Funds are deemed to be acting in concert with Specialist Components for the purposes of the Code in light of their connections with Mr Christopher Mills who is a director and majority shareholder of Harwood Capital Management Limited which is a designated corporate member and controller of Harwood Capital LLP and the parent company of the Harwood Capital Management Group. Following implementation of the Proposals, Specialist Components will be wholly owned by the Harwood Funds. Further information on Specialist Components, Harwood Capital LLP and the Harwood Funds is set out in section 8 below.

2. The Proposals

Under the terms of the Offer, which will be subject to the Conditions and further terms summarised below and in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme Document, Scheme Shareholders who are on the register of members of APC at the Scheme Record Time will be entitled to receive:

for each Scheme Share 10 pence in cash

The Offer values the entire existing issued ordinary share capital of APC at approximately £18.26 million and the Offer Price represents a premium of approximately:

(i) 9.59 per cent. to the Closing Price of 9.125 pence per APC Share on 17 September 2019 (being the last Business Day prior to the date of this Announcement); and

(ii) 17.31 per cent. to the volume weighted average price of 8.52 pence per APC Share over the six month period ended on and including 17 September 2019 (being the last Business Day prior to the date of this Announcement).

If, on or after the date of this Announcement and before the Effective Date, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the APC Shares, Specialist Components reserves the right to reduce the consideration payable under the terms of the Offer by an amount of up to the amount of such dividend and/or distribution and/or return of capital. To the extent that any such dividend and/or distribution and/or other return of capital is declared, made or paid or is payable and it is: (i) transferred pursuant to the Offer on a basis which entitles Specialist Components to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration payable under the terms of the Offer will not be subject to change in accordance with this paragraph. Any exercise by Specialist Components of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer.

If the Scheme becomes Effective, Scheme Shareholders will not be entitled to receive payments for any amounts of less than one penny and any such amounts will be disregarded. Any amounts payable to Scheme Shareholders which include fractions of one penny will be rounded down to the nearest whole penny and such fractional entitlements will be disregarded.

It is expected that the Scheme Document will be published as soon as reasonably practicable but, in any event, on or before 16 October 2019 (unless Specialist Components and APC otherwise agree, and the Panel consents, to a later date). It is currently expected that the Scheme will become Effective in late October / early November 2019, subject to the Conditions and certain further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document being satisfied or waived. The Scheme Document will contain an expected timetable for the Offer process, including details regarding the Court Meeting and the General Meeting.

3. Background to and reasons for the Offer

Specialist Components has full confidence in the management of APC and supports its existing strategy. However, it believes that the public market place is a restricting environment for the Company such that the Company is unlikely to achieve its full potential as a listed entity with the additional regulations, constraints and expenses associated with maintaining a UK public quotation. Specialist Components believes that the Company would be better suited to the more long-term focus of the private company environment. Accordingly, it believes that with its support and investment in growth capital, the management team would be in a stronger, less obligated position. 

Specialist Components believes that should APC remain publicly quoted on AIM it will, as a relatively small and specialist company, continue to find it difficult to attract and retain sufficient interest and research coverage in its activities to generate stock liquidity and a level of market rating that would make retaining its existing AIM quotation worthwhile. Conversely, de-listed from AIM, the business could progress within a simplified corporate structure, free from the requirement to meet the public equity market's shorter-term expectations.

Specialist Components intends to invest in and support the growth of APC by enhancing the Company's services to its established customer base, growing the customer base and developing new and innovative product offerings. Specialist Components also backs the strategy of pursuing bolt-on acquisitions and seeking integration efficiencies within a simplified corporate structure.

4. Recommendation of the APC Directors

The APC Directors, who have been so advised by Shore Capital, the Company's financial adviser, as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the APC Directors, Shore Capital has taken into account the commercial assessments of the APC Directors. Shore Capital is providing independent financial advice to the APC Directors for the purposes of Rule 3 of the Code.  In addition, the APC Directors consider the terms of the Offer to be in the best interests of the APC Shareholders as a whole.

Accordingly, the APC Directors intend unanimously to recommend that the Voting Scheme Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and that APC Shareholders vote in favour of the special resolution relating to the Proposals to be proposed at the General Meeting, as the APC Directors who currently hold or control APC Shares have irrevocably undertaken so to do (or procure to be done) in respect of their own beneficial shareholdings (or the shareholdings they control), amounting, in aggregate, to 9,223,814 APC Shares (representing approximately 5.05 per cent. of the existing issued share capital of APC).

The Scheme Document, which will be posted to APC Shareholders on, or before, 16 October 2019, will contain, inter alia, details of the Scheme and notices of the Meetings.

5. Background to and reasons for the APC Directors' recommendation of the Offer

APC's stated strategy is to pursue profitable cash-generative growth through three tactical strands: (i) to grow revenue in the established and growth technologies which it already distributes; (ii) to expand its portfolio of proven technology partners; and (iii) to grow by acquisition of established companies that can provide additional revenue consistent with APC's strategic profile and a customer base to which APC can cross-sell its other products and technologies.

The acquisitions of Euro-Tech (Export) Limited, announced on 12 June 2019, and Wavelength Electronics Limited, announced on 25 January 2019, are recent examples of the implementation of this strategy.

This acquisition-focused strategy will almost certainly lead to the requirement for additional equity funding which, when combined with the need to minimise the cost of such transactions as a public company, would likely result in dilution to existing APC Shareholders who may not be offered the opportunity to participate in the requisite future equity funding rounds.

APC operates an international business which requires a very robust capital structure to deal with the risks and opportunities of changing global politics; the APC Directors believe that, as an AIM quoted company with a relatively small market capitalisation, APC lacks the capital structure to enable it to compete successfully internationally.

For the APC Group's employees and contractors, the proposed new ownership structure pursuant to the successful implementation of the Offer should provide greater certainty of the access to, and availability of, funding to pursue the Company's stated strategy and its workforce will be able to pursue broader career opportunities within the APC Group, with the confidence that the Company will have the backing and resources of Specialist Components and its owners to counter economic headwinds and take advantage of opportunities that global change presents.

Furthermore, the APC Directors believe that the APC Group's trading partners should gain comfort from the stronger capital base which APC will have access to from its new ownership structure which should serve to enable APC to more effectively compete on the merits of the talent of its existing workforce. The APC Directors expect that over time this will lead to longer term and more rewarding strategic partnerships between APC and its trading partners.

The APC Directors also expect that the access to growth capital from its proposed new ownership structure should provide comfort to vendors of potential acquisition targets and encourage such parties to enter into discussions with APC.

Views of APC's Directors

The APC Directors believe that the Offer represents a certain opportunity for APC Shareholders to realise the value of their holdings in cash at an attractive premium to the Company's prevailing and recent market share price, particularly in the context of APC's relative lack of liquidity as a small AIM quoted company. The Offer will enable APC Shareholders to crystallise the value of their shareholdings at a premium of 9.59 per cent. to the Closing Price of an APC Share on 17 September 2019, being the last Business Day prior to the date of this Announcement, and a premium of 17.31 per cent. to the volume weighted average price of an APC Share of 8.52 pence over the six month period ended on and including 17 September 2019.

Following careful consideration of the above factors, the APC Directors believe that the Offer Price of 10 pence per Scheme Share in cash provides an attractive value and certain exit opportunity to APC Shareholders, recognising APC's current market position, its future growth prospects and the risks associated with such prospects.

The APC Board further considers that the intentions of Specialist Components as set out in section 13 of this Announcement are consistent with its own plans and ambitions for the APC Group, including its plans for retaining APC's head office location in Rochester and other principal business locations and fixed asset base, and, in particular, considers that the effects of the implementation of the Offer will be beneficial to the employees of the APC Group going forward, with no expected redundancies or material changes to the existing terms and conditions of employment, and Specialist Components' support and growth capital assisting management with the implementation of its medium term business plan and growth strategy for the benefit of stakeholders as a whole.

In addition, APC's major shareholders and the APC Directors have provided Specialist Components with irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and in favour of the special resolution to be proposed at the General Meeting in respect of their direct and indirect shareholdings in the Company, being, in aggregate, 66,950,573 APC Shares, representing approximately 36.66 per cent. of APC's existing issued share capital (further details of the irrevocable undertakings obtained by Specialist Components are set out in Appendix III to this Announcement).

6. Irrevocable undertakings

Specialist Components has received irrevocable undertakings to vote (or procure the vote) in favour of the resolutions required to effect the Proposals at the Meetings (or, in the event that the Proposals are implemented by way of a Takeover Offer, to accept, or procure the acceptance of such offer) from certain institutional and other APC Shareholders (who are listed in Appendix III to this Announcement), in respect of, in aggregate, 57,726,759 APC Shares, representing approximately 31.61 per cent. of the existing issued ordinary share capital of APC. 

The APC Directors who beneficially hold or control APC Shares as at the date of this Announcement have also irrevocably undertaken to vote (or procure the vote) in favour of the resolutions required to effect the Proposals at the Meetings (or, in the event that the Proposals are implemented by way of a Takeover Offer, to accept, or procure the acceptance of such an offer) in respect of their entire beneficial shareholdings (or shares over which they exercise control), amounting to, in aggregate, 9,223,814 APC Shares, representing approximately 5.05 per cent. of the existing issued ordinary share capital of APC.

Specialist Components has therefore received irrevocable undertakings to vote in favour of the resolutions required to effect the Proposals at the Meetings (or, in the event that the Proposals are implemented by way of a Takeover Offer, to accept, or procure the acceptance of such offer) in respect of, in aggregate, 66,950,573 APC Shares, representing approximately 36.66 per cent. of the existing issued ordinary share capital of APC.

No APC Shareholder who has entered into an irrevocable undertaking with Specialist Components is acting in concert with Specialist Components. Oryx International Growth Fund Limited ("Oryx"), which is deemed to be acting in concert with Specialist Components, holds 9,000,000 APC Shares representing approximately 4.93 per cent. of the existing issued ordinary share capital of APC and will be providing a letter of confirmation that (i) it approves of, and agrees to be bound by, the Scheme in order to avoid the need for a separate Court Meeting to be held to obtain its approval and (ii) it will vote in favour of the special resolution to be proposed at the General Meeting.

Further details of the irrevocable undertakings received by Specialist Components (including the circumstances in which the irrevocable undertakings will cease to remain binding) are set out in Appendix III to this Announcement.

Copies of the irrevocable undertakings will be put on display on APC's website (www.apcplc.com) by no later than 12.00 noon (UK time) on 19 September 2019.

7. Information relating to the APC Group

APC was incorporated in England and Wales in 1982. Its ordinary shares were admitted to the Official List of the London Stock Exchange in 1996 and subsequently transferred to AIM on 12 November 2002. It provides design-in, specification and distribution services for specialist electronic components and systems, lighting technologies and connectivity products that help its customers produce better equipment, improve efficiency and achieve superior performance. It operates through six specific business units and specialist teams:

- Hi-Reliability Electronic Components: sourcing and distribution of high reliability electronic components principally for the aerospace and defence industries;

- RF & Microwave: sourcing and distribution of radio frequency and microwave components;

- Embedded Processing and Peripherals: sourcing and distribution of electronic components for embedded computing and displays;

- Locator: sourcing of obsolete and difficult to find components;

- Time and Frequency Synchronisation: representative for one of the leading manufacturers of time and frequency synchronisation electronic components; and

- Property Technology: sourcing and distribution of lighting (LED), connectivity and sensors.

Headquartered in Rochester, Kent, the APC Group supplies reliable, high quality and technologically advanced components and products to a number of blue-chip clients within the defence, aerospace, industrial and real estate arenas, as well as in healthcare and across the broader public sector. Its products range from mission critical components and Internet of Things solutions, to high efficiency LED lighting. APC aims to provide industry leading technology and 'intelligent' products and solutions, ensuring its offerings meet design specifications, improve operational performance and achieve financial savings for its clients.

In its latest financial year to 31 August 2018, the APC Group reported audited total revenue of £17.15 million (2017: £15.56 million) and a profit after taxation (excluding exceptional and non-recurring expenses) of £0.76 million (2017: £0.44 million).

APC's issued share capital comprises 182,627,088 ordinary shares which, based on the Closing Price of an APC Share of 9.125 pence on 17 September 2019 (being the last Business Day prior to the date of this Announcement), equates to a market capitalisation of approximately £16.66 million. The APC Group has approximately 80 employees, all of which are situated in the UK.

Current trading and prospects

On 21 May 2019, APC announced its unaudited interim results for the half year ended 28 February 2019, where it reported total revenue of £10.66 million (H1 2018: £8.62 million) and a profit after taxation (excluding exceptional and non-recurring expenses) of £0.67 million (H1 2018: £0.40 million). As at 28 February 2019, unaudited total assets were £16.41 million (H1 2018: £12.92 million), net assets were £8.24 million (H1 2018: £4.55 million) and net debt was £2.75 million (H1 2018: £4.00 million).

On 12 June 2019, APC announced that it had completed the acquisition of Euro-Tech (Export) Limited, a distributor and international reseller of electronic components, for a consideration of £1.05 million funded from the APC Group's existing financing facilities.

The APC Group continues to trade in line with the APC Directors' expectations.

Further financial and other information on APC will be set out in the Scheme Document.

8. Information relating to Specialist Components, Oryx, Harwood Capital LLP and the Harwood Funds

8.1 Specialist Components

Specialist Components is a private company incorporated in England and Wales with limited liability on 16 September 2019 under registration number 12210077. It was established at the direction of Harwood Capital LLP (on behalf of the Harwood Funds) specifically for use in making the Offer and implementing the Proposals.

The current issued share capital of Specialist Components comprises 100 Specialist Components Ordinary Shares, which are all held by North Atlantic Value GP 4 Limited as general partner for HPE IV. Specialist Components is to be funded for the purposes of the Offer via the Subscription Agreement, details of which are provided in section 10 below.

Specialist Components has no operations and has not traded since its date of incorporation, has paid no dividends and has not entered into any obligations other than in connection with the Offer and the financing of the Offer. The directors of Specialist Components are Mr Jeremy Brade and Mr James Agnew, appointees of Harwood Capital LLP, and there are no employees. Specialist Components does not currently have any subsidiaries or subsidiary undertakings. Further information concerning Specialist Components will be set out in the Scheme Document.

Following implementation of the Proposals, Specialist Components will be wholly owned by the Harwood Funds.

8.2 Harwood Capital LLP

Harwood Capital LLP is a UK limited liability partnership authorised to conduct investment business by the FCA since 23 September 2003. Its principal activity is the provision of discretionary investment management and advisory services. The funds it manages and/or advises typically take an active interest in the running of the companies that they invest in with the aim of adding significant value by changing or improving various aspects of an investee company's business. As at 30 June 2019, the Harwood Capital Management Group had approximately £1.4 billion in funds under management (including advisory clients) and £6.2 billion of funds under management, advice and influence.

8.3 Oryx

Oryx, a closed-ended investment fund managed and advised by Harwood Capital LLP, holds 9,000,000 APC Shares, representing approximately 4.93 per cent. of the existing issued share capital of APC. Oryx is not a Voting Scheme Shareholder but will be providing a letter of confirmation that (i) it approves of, and agrees to be bound by, the Scheme in order to avoid the need for a separate Court Meeting to be held to obtain its approval and (ii) it will vote in favour of the special resolution to be proposed at the General Meeting.

8.4 The Harwood Funds

As set out in section 9 below, Harwood Private Equity IV L.P. ("HPE IV") (a fund managed by Harwood Capital LLP), North Atlantic Smaller Companies Investment Trust Plc ("NASCIT") and a discretionary private client of Harwood Capital LLP will provide funding for the Offer by subscribing for Specialist Components Ordinary Shares and Specialist Components PIK Loan Notes pursuant to the Subscription Agreement.

Brief descriptions of the specific Harwood Funds which are investing in Specialist Components are set out below:

Harwood Private Equity IV L.P.

HPE IV is an English limited partnership incorporated on 9 October 2014 under registration number LP016260. The fund's commencement date was 21 June 2015 and it has total committed capital of £152.5 million. Harwood Capital LLP is the investment manager and the fund's objective is to generate high absolute returns from investing in a portfolio of unquoted small and medium sized companies across a range of sectors principally in the United Kingdom. It focuses on leveraged buyouts and similar transactions including public-to-private investments.

North Atlantic Smaller Companies Investment Trust PLC

NASCIT is a UK investment trust listed on the Main Market of the London Stock Exchange. Its objective is to provide capital appreciation through investment in a portfolio of smaller companies principally based in countries bordering the North Atlantic Ocean. It invests in both listed and unlisted companies. Mr Christopher Mills has been a director of NASCIT since 1984 and is currently its Chief Executive and investment manager. He (along with persons deemed to be acting in concert with him) is also its largest shareholder being interested in approximately 28.34 per cent. of its issued ordinary share capital. Until August 2014, the joint managers of NASCIT were Mr Mills (through Growth Financial Services Limited of which he is a director) and Harwood Capital LLP. It is now an alternative investment fund under the Alternative Investment Fund Managers Directive and has recently submitted an application to the FCA to become an authorised internally managed full-scope Alternative Investment Fund Manager. Mr Mills, as Chief Executive, has control of investment decisions in relation to NASCIT's investment portfolio subject to oversight by the board of NASCIT.

Discretionary Private Client

Harwood Capital LLP is the discretionary manager of a private client account which currently has assets of approximately US$151.8 million.

9. Financing of the Offer

Strand Hanson, financial adviser to Specialist Components, is satisfied that sufficient financial resources are available to Specialist Components to enable it to implement the Offer in full. Assuming that the Cash Consideration is payable to all Scheme Shareholders, full implementation of the Offer would require a maximum cash payment of approximately £18.26 million by Specialist Components which will be funded entirely out of Specialist Components' cash resources made available by way of subscriptions for Specialist Components Ordinary Shares and Specialist Components PIK Loan Notes by HPE IV, NASCIT and a discretionary private client of Harwood Capital LLP pursuant to the Subscription Agreement, details of which are provided in section 10 below.

There is no requirement for any funding from third party providers of finance to the Specialist Components Group.

10. Subscription Agreement

Pursuant to the Subscription Agreement, Harwood Capital LLP has agreed to procure, inter alia, the subscription by HPE IV of, in aggregate, £14 million of Specialist Components Ordinary Shares and Specialist Components PIK Loan Notes and by one of its discretionary private clients of, in aggregate, £2 million of Specialist Components Ordinary Shares and Specialist Components PIK Loan Notes. NASCIT has also agreed, pursuant to the Subscription Agreement, to subscribe for, in aggregate, £4.9 million of Specialist Components Ordinary Shares and Specialist Components PIK Loan Notes. Such subscriptions will ensure, inter alia, that Specialist Components has the amount required to satisfy the maximum aggregate Cash Consideration payable in accordance with the Scheme. The obligations to subscribe for Specialist Components Ordinary Shares and Specialist Components PIK Loan Notes are conditional upon the Offer becoming Effective. The subscription monies shall be made available no later than five calendar days after the date on which the Scheme becomes Effective.

The Specialist Components PIK Loan Notes will be constituted by the Specialist Components PIK Loan Note Instrument. The notes will be unsecured and carry a coupon of five per cent. per annum which at the election of Special Components will be satisfied by the issue of additional notes having a nominal value equivalent to the amount of interest payable.

11. APC Share Option Schemes

Participants in the APC Share Option Schemes will be contacted regarding the effect of the Offer on their rights under the APC Share Option Schemes. In accordance with Rule 15 of the Code, Specialist Components will make appropriate proposals to such participants in due course and details of such proposals will also be set out in the Scheme Document.

12. Structure and implementation of the Proposals

It is intended that the Offer will be implemented by means of a Court-sanctioned scheme of arrangement between APC and its shareholders under Part 26 of the Companies Act 2006, the provisions of which will be set out in full in the Scheme Document (although Specialist Components reserves the right to elect to implement the Offer by means of a Takeover Offer (subject to Panel consent)).

The purpose of the Scheme, together with any proposed changes to the Articles, is to provide for Specialist Components (and/or its nominee(s)) to become the holder(s) of the entire issued and to be issued ordinary share capital of APC. Following the Scheme becoming Effective, this is to be achieved by the transfer by Scheme Shareholders of all of the Scheme Shares to Specialist Components, in consideration for which Scheme Shareholders will be entitled to receive the Cash Consideration on the basis set out in section 2 above. The transfer to Specialist Components of the Scheme Shares will result in APC becoming a wholly-owned subsidiary of Specialist Components. Implementation of the Proposals will be subject to the satisfaction or waiver of each of the Conditions and the further terms to be set out in the Scheme Document. In particular, the Scheme will require the approval of Voting Scheme Shareholders by the passing of a resolution at the Court Meeting. This resolution must be approved by a majority in number of those Voting Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting representing 75 per cent. or more in value of all Scheme Shares voted. Oryx is not a Voting Scheme Shareholder but will be providing a letter of confirmation that it approves of, and agrees to be bound by, the Scheme in order to avoid the need for a separate Court Meeting to be held to obtain its approval. Implementation of the Proposals will also require the passing of a special resolution at the General Meeting to deal with certain ancillary matters (including amending the Articles and implementing the Scheme) which will require the approval of the requisite majority of APC Shareholders at the General Meeting.

Following the Meetings, the Scheme will become Effective following sanction by the Court and delivery of the Scheme Court Order to the Registrar of Companies. Any APC Shareholder is entitled to attend the Scheme Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme.

Upon the Scheme becoming Effective, it will be binding on all holders of Scheme Shares, irrespective of whether or not, being entitled to do so, they attended or voted at the Court Meeting and/or the General Meeting and share certificates in respect of APC Shares will cease to be valid and should be destroyed. In addition, entitlements to APC Shares held within the CREST system will be cancelled upon, or shortly after, the Scheme becoming Effective.

The Scheme will contain a provision for Specialist Components to consent, on behalf of all persons concerned, to any modification of, or addition to, the Scheme or to any condition that the Court may approve or impose.

APC will despatch the Scheme Document, together with the Forms of Proxy, to APC Shareholders and, for information only, to the holders of options granted under the APC Share Option Schemes as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement (unless Specialist Components and APC otherwise agree, and the Panel consents, to a later date).

As part of the implementation of the Proposals, it is anticipated that application will be made to the London Stock Exchange for the cancellation of the admission to trading on AIM of the APC Shares as of, or shortly after, the first Business Day after the day on which the Scheme becomes Effective and that APC will be re-registered as a private limited company once its shares are cancelled from admission to trading, as detailed in section 14 below.

A full expected timetable of principal events will be set out in the Scheme Document.

If the Scheme is not Effective by the Longstop Date (or such later date (if any) as Specialist Components and APC may, with the consent of the Panel, agree and (if required) the Court may allow), the Scheme will not be implemented and the Offer will not proceed.

13. APC's Directors, management, employees, research and development and locations

Specialist Components recognises the significant skills, technical ability, customer-oriented focus and operating experience of the APC Board, its management and employees and expects that they will play an important role in the future development of APC. The Specialist Components Directors intend to support APC's management in continuing to execute and refine their existing medium term business plan and strategy for the development of the APC Group.

The Specialist Components Directors believe that the Offer, if successfully completed, will provide a stable and well capitalised future for APC. The Specialist Components Directors have no intention to change APC's existing head office location and headquarters' functions in Rochester or other principal business locations or to redeploy APC's fixed asset base. Similarly, they do not plan to make any changes to the research and development functions of APC and Specialist Components generally expects that, following successful completion of the Offer, APC will operate principally as it does today but as a subsidiary of Specialist Components.

Specialist Components does not have any plans to make any material changes either to the continued existence or terms and conditions of employment or in the balance of the skills and functions of the management and employees of the APC Group. The Specialist Components Board has given assurances to the APC Board that, following the Effective Date, the existing contractual and statutory employment rights and terms and conditions of employment, including any employer contributions to company pension schemes as applicable, of the management and employees of the APC Group will be fully safeguarded. Accordingly, the APC Directors believe that the prospects of the employees of APC will not be adversely affected by the implementation of the Scheme.

It is intended that the appointments of the APC Directors will remain unchanged following the Effective Date, however there are no agreements or arrangements between Specialist Components and the directors, management or employees of APC in relation to their on-going involvement in the business and the Offer will not be conditional on reaching agreement with such persons.

Specialist Components has not entered into, nor is it in discussions on any proposals to enter into, any form of incentivisation arrangements with members of APC's management who are interested in APC Shares and has no plans so to do. Following the Scheme becoming Effective, Specialist Components may put in place incentive arrangements for certain members of the APC management team. No proposals have been made on the terms of any incentive arrangements for relevant management.

Following the Scheme becoming Effective, Specialist Components may, in the future, invite one or more of the APC Directors to join the board of Specialist Components, however no proposals have been made on the terms of any such potential appointment.

As set out in section 14 below, Specialist Components intends to seek the cancellation of the admission of the APC Shares to trading on AIM from or shortly after the Effective Date, thereby enabling APC's management to be entirely focussed on the growth and development of the business, rather than AIM investor and UK publicly quoted company related matters.

In accordance with Rule 2.11 of the Code, APC will make available to its employees a copy of this Announcement and will inform its employees of the rights of any employee representatives under Rule 25.9 of the Code to require that a separate opinion of any employee representatives on the effects of the Scheme on employment be appended to the Scheme Document. If and to the extent that APC is provided with an opinion from the employee representatives after the date of publication of the Scheme Document, APC will publish that opinion in accordance with Rule 25.9 of the Code.

14. Cancellation of admission to trading on AIM and re‑registration

On completion of the Offer, APC will become a wholly owned subsidiary of Specialist Components. Prior to the Scheme becoming Effective, APC will make an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of APC Shares to take effect on or shortly after the first Business Day after the Effective Date. The last day of dealings in, and registration of transfers of, APC Shares (other than the registration of the transfer of the Scheme Shares to Specialist Components pursuant to the Scheme) on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.

On the Effective Date, share certificates in respect of APC Shares will cease to be valid and should be destroyed. Entitlements to APC Shares held within the CREST system will be cancelled on or shortly after the Effective Date.

It is also intended that, shortly after the Scheme becoming Effective, and after cancellation of the admission to trading on AIM of APC Shares, APC will be re‑registered as a private limited company under the relevant provisions of the Companies Act 2006.

15. Offer-related arrangements

Confidentiality Agreement

Harwood Capital LLP and APC entered into a confidentiality agreement on 19 July 2019 (the "Confidentiality Agreement") pursuant to which Harwood Capital LLP has undertaken to APC to keep confidential information relating to APC and not disclose it to third parties (other than to permitted persons) unless required by law or regulation. Such confidentiality obligation will remain in force until completion of the Offer or otherwise for a period of two years from the date of the Confidentiality Agreement. The Confidentiality Agreement also contains customary standstill undertakings from Specialist Components to APC in connection with the acquisition of interests in the securities of APC and related arrangements.

16. Disclosure of interests in APC Group's relevant securities

Specialist Components confirms that within 10 Business Days of the date of this Announcement, it will make an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.

Save for 9,000,000 APC Shares held by Oryx, which represent approximately 4.93 per cent. of APC's issued share capital (as set out in section 8.3 above), and the irrevocable undertakings referred to in section 6 above, as at the close of business on 17 September 2019 (being the last Business Day prior to the date of this Announcement), neither Specialist Components, Harwood Capital LLP or the Harwood Funds nor any of the directors or members (as applicable) of Specialist Components or Harwood Capital LLP, nor so far as the directors or members (as applicable) of Specialist Components, Harwood Capital LLP and the Harwood Funds are aware, any other person acting, or deemed to be acting, in concert (within the meaning of the Code) with Specialist Components for the purposes of the Offer had:

(a) any interest in, or right to subscribe for, any relevant securities of APC;

(b) any short positions in respect of any relevant securities of APC (whether conditional or absolute and whether in-the-money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of APC;

(c) borrowed or lent any relevant securities of APC (save for any borrowed shares which have been either on-lent or sold);

(d) procured an irrevocable commitment or letter of intent to vote in favour of the Scheme or accept a Takeover Offer in respect of any relevant securities of APC; nor

(e) any arrangement in relation to any relevant securities of APC. 

For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to relevant securities of APC which is, or may be, an inducement to deal or refrain from dealing in such securities.

17. General

Specialist Components reserves the right to elect, with the consent of the Panel, to implement the acquisition of the APC Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer would be made on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Specialist Components may decide).

The Scheme will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme Document. The sources of information and bases of calculation contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings is set out in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable of principal events, and will be accompanied by Forms of Proxy for the Meetings. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). Market soundings, as defined in MAR, were taken in respect of the Offer, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to APC and its securities.

18. Consents

Strand Hanson has given and not withdrawn its consent to the publication of this Announcement with the inclusion in it of the references to its name and (where applicable) advice in the form and context in which they appear.

Shore Capital has given and not withdrawn its consent to the publication of this Announcement with the inclusion in it of the references to its name and (where applicable) advice in the form and context in which they appear.

19. Documents available on a website

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on APC's website at www.apcplc.com by no later than 12.00 noon (UK time) on 19 September 2019 up to and including the Effective Date or the date that the Scheme lapses or is withdrawn, whichever is earlier:

·; this Announcement;

·; the irrevocable undertakings referred to in section 6 above and summarised in Appendix III to this Announcement;

·; the Confidentiality Agreement;

·; the Subscription Agreement and Specialist Components PIK Loan Note Instrument referred to in section 10 above; and

·; the written consents provided by Strand Hanson and Shore Capital referred to in section 18 of this Announcement.

Enquiries:

Important Notice

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Specialist Components and Harwood Capital LLP and no-one else in connection with the Proposals and other matters described in this Announcement and will not be responsible to anyone other than Specialist Components and Harwood Capital LLP for providing the protections afforded to clients of Strand Hanson Limited nor for providing advice in relation to the Proposals, the contents of this Announcement or any other matter referred to herein. Neither Strand Hanson Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson Limited in connection with this Announcement, any statement contained herein or otherwise.

Shore Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser, nominated adviser and broker to APC and no-one else in connection with the Proposals and other matters described in this Announcement and will not be responsible to anyone other than APC for providing the protections afforded to clients of Shore Capital nor for providing advice in relation to the Proposals, the contents of this Announcement or any other matter referred to herein. Neither Shore Capital nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this Announcement, any statement contained herein or otherwise.

Further information

THIS ANNOUNCEMENT IS MADE PURSUANT TO RULE 2.7 OF THE CODE AND 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 PURSUANT TO THE OFFER OR OTHERWISE, 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 Proposals will be subject to the Conditions and to the further terms and conditions to be set out in the Scheme Document (or any other document by which the Offer is made). The Proposals will be made solely pursuant to the disclosures and information contained in the Scheme Document (or any other document by which the Offer is made) which, together with the Forms of Proxy, will contain the full terms and conditions of the Proposals, including details of how APC Shareholders may vote at the Meetings in respect of the Proposals. Any vote in relation to the Proposals or other response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Offer is made). APC Shareholders are advised to read the Scheme Document (or any other document by which the Offer is made) carefully when it becomes available.

This Announcement does not constitute a prospectus or prospectus equivalent document.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas jurisdictions

The availability of the Offer and the release, publication and distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of the relevant jurisdictions in which they are located.

This Announcement has been prepared for the purposes 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 and regulations of jurisdictions outside the United Kingdom.

The Offer will be implemented in accordance with applicable English law and will be subject to the applicable requirements of the Code, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Panel and the rules of the London Stock Exchange (including the AIM Rules).

Unless otherwise determined by Specialist Components or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement, the Scheme Document, the notices of Court Meeting and General Meeting, the Forms of Proxy and all other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction where to do so would violate the laws in such jurisdictions. All persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this Announcement in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Additional information for US investors

These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.

APC and Specialist Components are incorporated under the laws of England and Wales and all of the officers and directors of APC and Specialist Components are residents of countries other than the United States. Accordingly, it may not be possible to sue APC and Specialist Components or their respective directors in a non-US court for violations of US securities laws. It may also be difficult to compel APC, Specialist Components and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

The Offer, to be implemented by way of the Scheme, is being made to acquire the entire issued and to be issued share capital of a company incorporated in England and Wales by way of a scheme of arrangement provided for under Part 26 of the Companies Act 2006. A transaction effected by way of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement and takeover offers, which differ from the disclosure requirements, style and format of US tender offer and proxy solicitation rules. If Specialist Components determines to extend the offer into the US, the Offer will be made in compliance with applicable US laws and regulations. Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with non-US accounting standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

If Specialist Components were to elect to implement the Offer by means of a contractual takeover offer, rather than the Scheme, such offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder and otherwise in accordance with the Code. Such offer would be made in the US by Specialist Components and no one else.

Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved or disapproved the Offer, nor have such authorities passed upon or determined the fairness of the Offer or the adequacy or accuracy of the information contained in this Announcement. Any representation to the contrary is a criminal offence in the United States.

If the Offer is required to be made in the US, it will be done in compliance with the applicable tender offer rules under the US Exchange Act.

Cautionary note regarding forward-looking statements

This Announcement (including information incorporated by reference in this Announcement) contains certain statements that are, or may be deemed to be, forward-looking statements with respect to Specialist Components and/or APC. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" or other words of similar meaning. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Specialist Components' or APC's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Specialist Components' or APC's business. These statements are based on assumptions and assessments made by Specialist Components and/or APC (as applicable) in light of their experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate.

Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown 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. Neither Specialist Components nor APC undertakes any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except to the extent required by applicable law, the Panel or the Code.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates, and future business combinations or dispositions.

No member of the Specialist Components Group or the APC Group nor any of their respective associates, directors, officers, employees or advisers, 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.

Except as expressly provided in this Announcement, no forward-looking or other statements have been reviewed by the auditors of the Specialist Components Group or the APC Group. All subsequent oral or written forward-looking statements attributable to any member of the Specialist Components Group or the APC Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts, quantified financial benefit statements or estimates

No statement in this Announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefit statement for any period. No statement in this Announcement should be interpreted to mean that earnings per APC Share for the current or future financial years would necessarily match or exceed the historical published earnings per APC Share.

Dealing and Opening Position Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of APC 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) APC 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. (UK time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (UK 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 APC 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 one per cent. or more of any class of relevant securities of APC or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of APC 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) APC and (ii) any securities exchange offeror(s), 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. (UK 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 APC 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 APC and by any offeror and Dealing Disclosures must also be made by APC, 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 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 a website and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule 26 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on APC's website at www.apcplc.com by no later than 12.00 noon (UK time) on the Business Day following this Announcement.

Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks on such website is incorporated into, or forms part of, this Announcement.

A hard copy of this Announcement will be sent to APC Shareholders (other than APC Shareholders who have elected to receive electronic communications) in the near future. APC Shareholders may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) free of charge by contacting Neville Registrars on 0121 585 1131 from within the UK or +44 (0)121 585 1131 if calling from outside the UK between 9.00 a.m. to 5.00 p.m., Monday to Friday (except public holidays in England and Wales) or by submitting a request in writing to Neville Registrars at Neville House, Steelpark Road, Halesowen B62 8HD. APC Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Proposals should be in hard copy form. If you have received this Announcement in electronic form, hard copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.

Rule 2.9 information

Pursuant to Rule 2.9 of the Code, APC confirms that, as at the date of this Announcement, it has 182,627,088 ordinary shares of 2 pence each in issue and admitted to trading on AIM with International Securities Identification Number GB0000373984.

Information relating to APC Shareholders

Please be aware that addresses, electronic addresses and certain information provided by APC Shareholders, persons with information rights and other relevant persons for the receipt of communications from APC may be provided to Specialist Components during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

All times shown in this Announcement are UK times, unless otherwise stated.

Appendix I

Conditions and certain further terms to the Implementation of

the Scheme and the Proposals

The Proposals will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Code, by not later than the Longstop Date or such later date, if any, as Specialist Components and APC may with the consent of the Panel agree and (if required) the Court may allow.

Part A: Conditions to the Scheme

1. The Scheme will be conditional upon:

(a) (i) approval of the Scheme by a majority in number of the Voting Scheme Shareholders present and voting (and entitled to vote), representing not less than 75 per cent. in value of the Scheme Shares held by such holders, either in person or by proxy, at the Court Meeting and at any separate class meeting that may be required by the Court (or at any adjournment of any such meeting), and (ii) such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date as may be agreed by Specialist Components and APC and the Court may allow);

(b) (i) the special resolution required to approve and implement the Scheme (including, without limitation, to amend the Articles) and set out in the notice of the General Meeting being duly passed by the requisite majority at the General Meeting (or at any adjournment of such meeting), and (ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date as may be agreed by Specialist Components and APC and the Court may allow);

(c) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to APC and Specialist Components); and

(d) (i) an office copy of the Scheme Court Order sanctioning the Scheme being delivered to the Registrar of Companies, and (ii) the Court Hearing being held on or before the 22nd day after the expected date of such Court Hearing to be set out in the Scheme Document (or such later date as may be agreed by Specialist Components and APC and the Court may allow).

Part B: Conditions to the Proposals

2. Subject to Part C below and to the requirements of the Panel, the Proposals will also be conditional upon the following matters, and, accordingly, the Scheme Court Order will not be delivered to the Registrar of Companies unless such Conditions (as amended as appropriate) have been satisfied (where capable of satisfaction) and continue to be satisfied or, where relevant, waived:

(a) all notifications and filings which are necessary in connection with the Proposals having been made by the relevant party, all necessary waiting periods (including any extension to them) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, all necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with and all Authorisations which in each case are necessary for or in respect of the Offer, its implementation or any acquisition of any shares in, or control or management of, APC or any other member of the Wider APC Group by any member of the Wider Specialist Components Group, in each case where the absence of such notification, filing or application would have a material adverse effect on the Wider Specialist Components Group or the Wider APC Group in each case taken as a whole, and all Authorisations necessary in respect thereof having been obtained on terms and in a form reasonably satisfactory to Specialist Components from all Relevant Authorities or persons with whom any member of the Wider APC Group has entered into contractual arrangements (other than contractual arrangements which have been Fairly Disclosed) in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting period or to comply with such obligation or obtain such Authorisation from such a person would have a material adverse effect on the Wider APC Group taken as a whole, and all such Authorisations, together with all Authorisations necessary to carry on the business of any member of the Wider APC Group, remaining in full force and effect at the time when the Scheme becomes wholly unconditional and Effective and there being no intimation of any intention to revoke or not to renew, withdraw, suspend, withhold, modify or amend the same in consequence of the Scheme becoming Effective;

(b) no Relevant Authority having instituted, implemented or threatened any action, suit, proceedings, investigation, reference or enquiry, or enacted, made or proposed any statute, regulation, order or decision, or having taken any other steps or measures that would or might reasonably be expected to, in any case which would be material in the context of the Wider APC Group or the Wider Specialist Components Group, as the case may be, when taken as a whole:

(i) make the Proposals, their implementation or the acquisition or proposed acquisition of any shares or other securities in, or control over, APC or any member of the Wider APC Group by Specialist Components or any member of the Wider Specialist Components Group, illegal, void or unenforceable under the laws of any relevant jurisdiction or otherwise directly or indirectly materially restrict, restrain, prohibit, delay, frustrate or interfere in the implementation of or impose additional material conditions or obligations with respect to or otherwise materially challenge the Proposals or such proposed acquisition in any case in a manner which is material in the context of the Wider APC Group when taken as a whole (including without limitation, taking any steps which would entitle the Relevant Authority to require any member of the Wider Specialist Components Group to dispose of all or some of its APC Shares or restrict the ability of any member of the Wider Specialist Components Group to exercise voting rights in respect of some or all of such APC Shares);

(ii) require, prevent or materially delay a divestiture by any member of the Wider Specialist Components Group of any shares or other securities in APC;

(iii) impose any material limitation on, or result in a material delay in, the ability of Specialist Components or APC or any member of the Wider Specialist Components Group to acquire or hold or exercise effectively, directly or indirectly, any rights of ownership of shares or other securities in any member of the Wider APC Group or voting rights or management control over any member of the Wider APC Group;

(iv) require, prevent or materially delay a divestiture by any member of the Wider Specialist Components Group or the Wider APC Group of all or any material portion of their respective businesses, assets or properties or impose any material limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties;

(v) result in any member of the Wider APC Group or the Wider Specialist Components Group ceasing to be able to carry on their business under any name under which it presently does so;

(vi) impose any material limitation on the ability of any member of the Wider Specialist Components Group or of the Wider APC Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Specialist Components Group or of the Wider APC Group in a manner that is materially adverse to the relevant group taken as a whole;

(vii) otherwise affect any or all of the businesses, assets, prospects or profits of any member of the Wider Specialist Components Group or any member of the Wider APC Group in a manner which is material and adverse to the relevant group taken as a whole; or

(viii) except pursuant to Chapter 3 of Part 28 of the Companies Act 2006, require any member of the Wider APC Group or the Wider Specialist Components Group to offer to acquire any shares or other securities owned by any third party in any member of the Wider APC Group by any third party;

and all applicable waiting and other time periods during which any such Relevant Authority could institute, or implement or threaten any proceedings, suit, investigation or enquiry or enact, make or propose any such statute, regulation or order or take any other such step having expired, lapsed or been terminated;

(c) except as Fairly Disclosed there being no provision of any Authorisation or other instrument to which any member of the Wider APC Group is a party, or by or to which any such member, or any of its assets, is bound or subject, which could or might reasonably be expected, as a consequence of the Proposals or of the proposed acquisition by Specialist Components of any shares or other securities (or the equivalent) in APC or because of a change in, or control or management of, any member of the Wider APC Group, result, in any case to an extent which is material in the context of the Wider APC Group taken as a whole, in:

(i) any assets or interests of any member of the Wider APC Group being or falling to be disposed of or charged, or any right arising under which any such assets or interests could be required to be disposed of or charged or could cease to be available to any member of the Wider APC Group, other than in the ordinary course of business;

(ii) any monies borrowed by or other indebtedness or material liabilities (actual or contingent) of, or any grant available to, any member of the Wider APC Group becoming repayable or being capable of being declared repayable immediately or earlier than its stated repayment date or the ability of such member of the Wider APC Group to incur any indebtedness becoming or being capable of being or becoming withdrawn or prohibited;

(iii) any such Authorisation or other instrument being terminated or materially adversely modified, affected, amended or varied or any materially adverse action being taken or any onerous obligation or liability arising thereunder;

(iv) the business or interests of any member of the Wider APC Group with any firm, body or person (or any arrangements relating to such business or interests) being terminated, modified, affected, amended or varied in any materially adverse manner;

(v) the value of or the financial or trading position or prospects of any member of the Wider APC Group being prejudiced or adversely affected;

(vi) the creation of any liability (actual or contingent) by any member of the Wider APC Group other than in the ordinary course of business;

(vii) any liability of any member of the Wider APC Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

(viii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider APC Group or any such mortgage, charge or security (whenever arising or having arisen) becoming enforceable; or

(ix) any member of the Wider APC Group ceasing to be able to carry on business under any name under which it currently does so,

and no event having occurred which, under any provision of any Authorisation or other instrument to which any member of the Wider APC Group is a party, or by or to which any such member, or any of its assets, is bound, or subject, would reasonably be expected to result, in any case to an extent which is material and adverse in the context of the Wider APC Group taken as a whole, in any of the events or circumstances as are referred to in items (i) to (ix) inclusive of this section;

(d) since 31 August 2018 and except as Fairly Disclosed:

(i) no enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the Wider APC Group or no criminal proceedings, litigation, arbitration proceedings, mediation proceedings, prosecution or other legal proceedings to which any member of the Wider APC Group is or may become a party (whether as claimant, defendant or otherwise) having been instituted or threatened or remaining outstanding against or in respect of any member of the Wider APC Group which in any case is material in the context of the Wider APC Group taken as a whole;

(ii) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of any member of the Wider APC Group which in any case is material in the context of the Wider APC Group taken as a whole;

(iii) no contingent or other liability having arisen, become apparent or increased which in any case is material in the context of the Wider APC Group taken as a whole; and

(iv) no steps having been taken and no omissions having been made which would reasonably be expected to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider APC Group, which is material to, and necessary for the proper carrying on of, its business;

(e) since 31 August 2018 and except as Fairly Disclosed, neither APC nor any other member of the Wider APC Group having:

(i) issued or agreed to issue or authorised or announced its intention to authorise or propose the issue or grant of additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire any such shares or convertible securities or transferred or sold any APC Shares out of treasury (save as between APC and any member of the Wider APC Group or between any members of the Wider APC Group and save for the issue of APC Shares pursuant to the entitlements of participants under the APC Share Option Schemes);

(ii) purchased, redeemed or repaid any of its own shares or other securities or reduced or made any other changes to its share capital, except in respect of the matters mentioned in Condition 2(e)(i) above;

(iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution whether payable in cash or otherwise, other than to APC or a wholly-owned subsidiary of APC;

(iv) save for any transaction between APC and any member of the Wider APC Group or between any members of the Wider APC Group, merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in subsidiaries and trade investments) which in any case would be material in the context of the Wider APC Group taken as a whole;

(v) save for any transaction between APC and any member of the Wider APC Group or between any members of the Wider APC Group, issued or authorised the issue of any debentures or incurred or increased any indebtedness or liability or become subject to a contingent liability which in any case is material in the context of the Wider APC Group taken as a whole;

(vi) entered into, varied or authorised any arrangement, transaction, contract or commitment other than in the ordinary course of business (whether in respect of capital expenditure or otherwise) which is of a long-term, onerous or unusual nature or which involves an obligation of a nature and magnitude which is material in the context of the Wider APC Group taken as a whole or is likely to materially restrict the scope of the existing business of any member of the Wider APC Group other than to a nature and extent which is normal in the context of the business concerned;

(vii) save for any transaction between APC and any member of the Wider APC Group or between any members of the Wider APC Group, entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement (other than the Scheme) in relation to itself or another member of the Wider APC Group otherwise than in the ordinary course of business which in any case is material in the context of the APC Group taken as a whole;

(viii) otherwise than in the ordinary course of business, waived or compromised any claim which is material in the context of the Wider APC Group taken as a whole;

(ix) taken any corporate action or had any legal proceedings started or threatened against it for its winding up (whether voluntary or otherwise), dissolution or reorganisation or analogous proceedings in any jurisdiction or for the appointment of a receiver, trustee, administrator, administrative receiver or similar officer in any jurisdiction of all or any of its assets and revenues or had any such person appointed which in any case is material in the context of the Wider APC Group taken as a whole;

(x) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments or a moratorium of any indebtedness that is material in the context of the Wider APC Group;

(xi) been unable or admitted in writing that it is unable to pay its debts or having stopped or suspended (or threatened to do so) payments of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business in any case which is material in the context of the Wider APC Group taken as a whole;

(xii) save for any transaction between APC and any member of the Wider APC Group or between any members of the Wider APC Group made or authorised any change in its loan capital which is material in the context of the Wider APC Group taken as a whole;

(xiii) entered into or varied in any material respect the terms of any letter of appointment or service agreement (as the case may be) with or relating to any of the executive directors, non‑executive directors or senior executives of APC or any of the directors or senior executives of any other member of the Wider APC Group;

(xiv) proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme or, other than in the ordinary course of business, any other benefit relating to the employment or termination of employment of any person employed by the Wider APC Group which in any case is material in the context of the Wider APC Group taken as a whole;

(xv) save as envisaged in the Proposals, made any alteration to its Articles or other incorporation or constitutional documents which is material in the context of the Offer; or

(xvi) otherwise than in the ordinary course of business entered into any agreement or commitment or passed any resolution or made any offer which remains open for acceptance or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this paragraph (e);

(f) Specialist Components not having discovered that, except as Fairly Disclosed:

(i) any financial, business or other information concerning the Wider APC Group disclosed publicly or disclosed to any member of the Wider Specialist Components Group by any member of the Wider APC Group at any time is to a material extent misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information therein not misleading to a material extent and which was not corrected before the date of the announcement of the Proposals either by public disclosure through a Regulatory Information Service or by a written disclosure to the Wider Specialist Components Group and which is material in the context of the Wider APC Group taken as a whole; or

(ii) any information which affects the import of any information disclosed to any member of the Specialist Components Group at any time by or on behalf of any member of the Wider APC Group which is material in the context of the APC Group taken as a whole; or

(iii) any member of the Wider APC Group has not complied with any applicable legislation or regulations of any relevant jurisdiction with regard to the use, storage, transport, treatment, handling, disposal, release, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person where non-compliance would be likely to give rise to any liability or cost (whether actual or contingent) on the part of any member of the Wider APC Group which in any case is material in the context of the Wider APC Group taken as a whole; or

(iv) there has been an emission, discharge, disposal, spillage or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health which would be likely to give rise to any liability or cost (whether actual or contingent) on the part of any member of the Wider APC Group which in any case is material in the context of the Wider APC Group taken as a whole; or

(v) there is or is likely to be any liability (whether actual or contingent) to improve or install new plant or equipment or make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider APC Group under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or any other person or body in any jurisdiction which in any case is material in the context of the Wider APC Group taken as a whole; or

(vi) circumstances exist whereby a person or class of person would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider APC Group which in any case is material in the context of the Wider APC Group taken as a whole; and

(g) except as Fairly Disclosed, no member of the APC Group nor the trustees of any relevant pension scheme having, since 31 August 2018 (and in each case to an extent which is material in the context of the Wider APC Group taken as a whole):

(i) made or agreed or consented to any significant change (i) to the terms of any trust deeds constituting the pension schemes established for the directors or employees (or their dependants) of any member of the Wider APC Group, (ii) to the benefits which accrue, (iii) to the pensions which are payable thereunder for all members or any category of members, (iv) to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined for all members or any category of members (including with regard to commutation factors where employer agreement is required to change such factors), or (v) to the basis on which the liabilities (including pensions) of such pension schemes are funded (including putting in place, agreeing or consenting to technical provisions, actuarial valuations, statements of funding principles, schedules of contributions and recovery plans pursuant to Part 3 of the Pensions Act 2004); or

(ii) established any new pensions arrangements.

Part C: Further terms of the Proposals

3. Specialist Components reserves the right to waive in whole or in part all or any of the above Conditions. The Scheme will not become Effective unless all of the Conditions have been fulfilled or waived or, where appropriate, have been determined by Specialist Components to be or remain satisfied by the earlier of (i) 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, and (ii) the Longstop Date (or such later date as Specialist Components or APC may agree and the Panel and the Court may allow). Specialist Components shall be under no obligation to waive or treat as fulfilled any of Conditions 2(a) to (g) earlier than that date, notwithstanding that other of the Conditions may at an earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment. 

4. If Specialist Components is required by the Panel to make an offer for APC Shares under the provisions of Rule 9 of the Code, Specialist Components may make such alterations to the terms and conditions of the Offer as are necessary to comply with the provisions of that Rule, and such offer shall be subject to the terms and conditions as so amended.

5. Specialist Components reserves the right to elect (with the consent of the Panel (if required)) to implement the acquisition of the APC Shares by way of a Takeover Offer as an alternative to the Scheme. Any such Takeover Offer will be subject to an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as Specialist Components may decide) of (i) the APC Shares to which such Takeover Offer relates and (ii) the voting rights normally exercisable at a general meeting of APC. Any such Takeover Offer would be made on substantially the same terms (subject to appropriate amendments) as those which would apply to the Scheme and in compliance with applicable laws and regulations. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient APC Shares are otherwise acquired, it would be the intention of Specialist Components to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding APC Shares to which such Takeover Offer relates.

6. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. Unless otherwise determined by Specialist Components or required by the Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

7. Under Rule 13.5 of the Code, Specialist Components may only invoke a Condition so as to cause the Scheme not to proceed, to lapse or to be withdrawn where the circumstances which give rise to the right to invoke the Condition are of material significance to Specialist Components in the context of the Proposals. The Conditions contained in section 1 above are not subject to Rule 13.5 of the Code.

8. APC Shares will be acquired pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any third party interests and other rights of any nature whatsoever and together with all rights now or hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any), and any other return of capital (whether by way of reduction of share capital or share premium account or otherwise), declared, made or paid on or after the date of this Announcement.

9. If, on or after the date of this Announcement and before the Effective Date, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the APC Shares, Specialist Components reserves the right to reduce the consideration payable under the terms of the Offer for the APC Shares by an amount up to the amount of such dividend and/or distribution and/or return of capital, in which case any reference in this Announcement or in the Scheme Document to the consideration payable under the terms of the Offer will be deemed to be a reference to the consideration as so reduced. To the extent that any such dividend and/or distribution and/or other return of capital is declared, made or paid or is payable and it is: (i) transferred pursuant to the Offer on a basis which entitles Specialist Components to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration payable under the terms of the Offer will not be subject to change in accordance with this paragraph. Any exercise by Specialist Components of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer.

10. The Scheme will be governed by the laws of England and Wales and be subject to the jurisdiction of the English courts. The Scheme will also be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules. In addition, it will be subject to the terms and conditions set out in the Scheme Document.

11. The Proposals will lapse and the Scheme will not proceed if, prior to the date of the Court Meeting and the General Meeting, there is a CMA Phase 2 Reference, or if Phase 2 European Commission proceedings are initiated under Article 6(1) of the European Council Merger Regulation or if, following a referral of the Proposals by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a CMA Phase 2 Reference in respect of the Proposals, or any matter arising from the Proposals.

Appendix II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

1. The value attributed to the existing issued share capital of APC is based upon the 182,627,088 APC Shares in issue on 17 September 2019 (being the last Business Day prior to the date of this Announcement). 

2. Unless otherwise stated, all prices for APC Shares are closing middle market quotations derived from the AIM Appendix to the London Stock Exchange's Daily Official List for the particular date(s) concerned.

3. The volume weighted average price of 8.52 pence per APC Share over the six month period up to and including 17 September 2019, is derived from Bloomberg's daily volume weighted average price data. 

4. Unless otherwise stated, the financial information relating to the APC Group has been extracted or derived (without material adjustment) from APC's audited consolidated financial statements for the financial year ended 31 August 2018 and unaudited interim results for the half year ended 28 February 2019, prepared in accordance with IFRS.

5. All information relating to Specialist Components has been provided by persons duly authorised by the Specialist Components Board.

6. All information relating to Harwood Capital LLP, Oryx and the Harwood Funds has been extracted from published sources and/or provided by persons duly authorised by Harwood Capital LLP, Oryx and the Harwood Funds.

7. The maximum cash consideration payable under the Proposals is based on the Offer Price and the 182,627,088 APC Shares in issue on 17 September 2019 (being the last Business Day prior to the date of this Announcement).

Appendix III

DETAILS OF IRREVOCABLE UNDERTAKINGS

1. Irrevocable undertakings

APC Directors

The APC Directors have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the special resolution to be proposed at the General Meeting (or if Specialist Components exercises its right to structure the Offer as a Takeover Offer, to accept or procure the acceptance of such Offer) as follows:

* - assuming that no additional APC Shares are issued prior to the Court Meeting pursuant to options outstanding under the APC Share Option Schemes and given that Oryx is not a Voting Scheme Shareholder.

These irrevocable undertakings cease to be binding on the date the Scheme (or the Takeover Offer) becomes Effective, or prior to that date if:

(i) this Announcement had not been released by 8.00 a.m. (UK time) on 20 September 2019 or such later date as Specialist Components and APC may have agreed;

(ii) the Scheme Document (or the formal document containing the terms of the Offer, if applicable) has not been published within 28 days of the date of release of this Announcement (or within such longer period as the Panel may agree); or

(iii) the Offer lapses or is withdrawn on or before 31 December 2019, except if:

a. the Offer is withdrawn or lapses as a result of Specialist Components exercising its right to implement the Offer by way of a Takeover Offer rather than by way of a Scheme or vice versa; or

b. if a new, revised or replacement scheme of arrangement pursuant to Part 26 of the Companies Act 2006 or a Takeover Offer is or has been announced by Specialist Components, in accordance with Rule 2.7 of the Code, within 10 Business Days after any such lapse or renewal. 

Institutional and other APC Shareholders

The following APC Shareholders have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or if Specialist Components exercises its right to structure the Offer as a Takeover Offer, to accept or procure the acceptance of such Offer) as follows:

* - assuming that no additional APC Shares are issued prior to the Court Meeting pursuant to options outstanding under the APC Share Option Schemes and given that Oryx is not a Voting Scheme Shareholder.

These irrevocable undertakings cease to be binding on the date the Scheme (or the Takeover Offer) becomes Effective, or prior to that date if:

(i) this Announcement had not been released by 8.00 a.m. (UK time) on 20 September 2019 or such later date as Specialist Components and APC may have agreed;

(ii) the Scheme Document (or the formal document containing the terms of the Offer, if applicable) has not been published within 28 days of the date of release of this Announcement (or within such longer period as the Panel may agree);

(iii) any third party makes an offer to acquire the entire issued and to be issued ordinary share capital of APC (not already owned by such party) which values each APC Share at a price which is at least 10 per cent. higher than the Offer Price (a "Higher Competing Offer") provided that by 1.00 p.m. on the tenth Business Day after the day on which the Higher Competing Offer is made, Specialist Components has not announced a revised offer for the entire issued and to be issued ordinary share capital of APC under Rule 2.7 of the Code which is no less favourable than the Higher Competing Offer; or

(iv) the Offer lapses or is withdrawn on or before 31 December 2019, except if the Offer is withdrawn or lapses as a result of Specialist Components exercising its right to implement the Offer by way of a Takeover Offer rather than by way of a Scheme or vice versa.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "parent undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act 2006.

All references to "GBP", "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All times referred to in this Announcement are UK times unless otherwise stated.

In this Announcement, references to the singular include the plural and vice versa, unless the context otherwise requires and words importing the masculine gender shall include the feminine or neutral gender.

All references to legislation in this Announcement are to English legislation unless the contrary is stated.

Any references to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

END