5 Sep 2014 11:08
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
5 September 2014
RECOMMENDED ALL SHARE OFFER
BY
APC TECHNOLOGY GROUP PLC
FOR
GREEN COMPLIANCE PLC
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006
Results of Court Meeting and General Meeting
On 30 July 2014, the boards of APC Technology Group PLC ("APC") and Green Compliance plc ("Green Compliance") announced the terms of a merger between APC and Green Compliance to be implemented by means of a scheme of arrangement whereby APC will acquire the entire issued and to be issued share capital of Green Compliance.
The Directors of Green Compliance are pleased to announce that all the resolutions proposed at the Court Meeting and the General Meeting held earlier today were duly passed by the requisite majorities.
As regards the Court Meeting the number of shareholders of Green Compliance (and the shares held by them) voting for or against the resolution (which was held on a poll) was as follows:-
For | Against | |
Shareholders | 47 | 1 |
Percentage of total voting shareholders | 97.92 | 2.08 |
Shares | 403,135,412 | 19,700,005 |
Percentage of total shares voted | 95.34 | 4.66 |
Percentage of total issued share capital | 84.71 | 4.14 |
As regards the General Meeting the number of shares of Green Compliance voted for or against the resolution (which was taken on a show of hands and not a poll) was as follows:-
For | Against | |
Shares | 250,543,528 | 19,703,405 |
Percentage of total shares voted | 92.71 | 7.29 |
Next steps
Completion of the Scheme remains subject to the satisfaction or, if permitted, waiver of the remaining conditions of the Scheme set out in the Scheme Document dated 13 August 2014 (the "Scheme Document") including, inter alia, the sanction of the Scheme by the Court, which is expected to take place on 12 September 2014.
Accordingly, it is expected that trading in the Green Compliance Shares on AIM will be suspended from 7.30 a.m. (London time) on 12 September 2014 and that, if the other conditions of the Scheme are satisfied or waived, the admission of the Green Compliance Shares to trading on AIM will be cancelled from 7.00 a.m. (London time) on 15 September 2014. The last day for dealings in Green Compliance Shares will therefore be 11 September 2014. The New APC Shares, to be allotted to existing Scheme Shareholders pursuant to the Scheme, are expected to be admitted to trading on AIM on 15 September 2014.
Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings ascribed to them in the Scheme Document.
Timetable
The expected timetable of principal events for the implementation of the Scheme was set out on page 11 of the Scheme Document and the expected timetable of remaining events is set out below:
Time and/or date1 | |
Event | 2014 |
Latest date for passing of the Written Resolution | 11 September |
Last day of dealings in, and registration of transfers in CREST of Green Compliance Shares | 11 September |
Scheme Record Time | 6:00 p.m. on 11 September |
Green Compliance Shares suspended | 7:30 a.m. on 12 September |
Scheme Court Hearing to sanction the Scheme | 12 September |
Effective Date of the Scheme | 12 September |
Cancellation of admission of Green Compliance Shares on AIM | 7:00 a.m. on 15 September |
Admission of the New APC Shares to trading on AIM | 8:00 a.m. on 15 September |
Crediting of New APC Shares to CREST accounts | 15 September |
Latest date for despatch of the share certificates of the New APC Shares to be issued to Green Compliance Shareholders | 26 September |
The date by which the Scheme must become unconditional and effective, failing which it will lapse2
| 31 December |
Unless otherwise indicated, all references in this document to times are to London times. | |
Notes
1. The dates and times above are indicative only and will depend, inter alia, on the date on which: (i) the Conditions are either satisfied or waived (to the extent they are capable of being waived); (ii) the Court sanctions the Scheme; and (iii) the Scheme is registered by the Registrar of Companies in England and Wales. If any of the expected dates change, Green Compliance will give adequate notice of any change by issuing an announcement through a Regulatory Information Service.
2. This date may be extended by agreement between APC and Green Compliance with the consent of the Panel and (if required) the approval of the Court.
Enquiries:
| ||
Green Compliance plc Bob Holt, Chairman and Chief Executive Richard Hodgson, Chief Operating Officer
|
Tel: +44 (0) 7778 798 816 Tel: +44 (0) 7880 787 924 |
|
N+1 Singer - Nominated and Financial Adviser and Broker to Green Compliance Andrew Craig / Ben Wright / Alex Wright
| Tel: +44 (0) 20 7496 3000 |
|
Gable Communications Limited - Financial PR to Green Compliance John Bick
| Tel : +44 (0) 20 7193 7463 or +44 (0) 7872 061 007 |
|
APC Technology Group PLC Mark Robinson, Chief Executive Officer
| Tel: +44 (0) 1634 290588
|
|
Strand Hanson Limited - Nominated and Financial Adviser to APC James Harris / Angela Hallett / James Dance
| Tel: +44 (0) 20 7409 3494 |
|
Northland Capital Partners Limited - Broker to APC John Howes / Alice Lane
| Tel: +44 (0) 20 7796 8800
|
|
Redleaf Polhill - Financial PR to APC Rebecca Sanders-Hewett / David Ison
| Tel: +44 (0) 20 7382 4730 |
|
Further Information
N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Green Compliance and no-one else in connection with the Offer and will not be responsible to anyone other than Green Compliance for providing the protections afforded to clients of N+1 Singer nor for providing advice in relation to the Offer or the contents of, or any matter or arrangement referred to in, this announcement.
Strand Hanson, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for APC and no-one else in connection with the Offer and will not be responsible to anyone other than APC for providing the protections afforded to clients of Strand Hanson nor for providing advice in relation to the Offer or the contents of, or any matter or arrangement referred to in, this announcement.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE SCHEME OFFER WILL BE MADE SOLELY BY MEANS OF THE SCHEME DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER, INCLUDING DETAILS OF HOW TO VOTE IN RESPECT OF THE OFFER. ANY VOTE IN RESPECT OF THE SCHEME OR OTHER RESPONSE IN RESPECT OF THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF INFORMATION CONTAINED IN THE SCHEME DOCUMENT. GREEN COMPLAINCE SHAREHOLDERS ARE ADVISED TO READ THE SCHEME DOCUMENT IN RELATION TO THE OFFER CAREFULLY.
This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Overseas Shareholders
The availability of the Offer for Overseas Shareholders may be affected by the laws of the relevant jurisdiction in which they are located or of which they are citizens. Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdictions. It is the responsibility of each Overseas Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection with the Scheme, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.
Publication on website and availability of hard copies
A copy of this announcement will be made available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the websites of Green Compliance at www.greencomplianceplc.com and APC at www.apc-plc.co.uk. For the avoidance of doubt, the content of those websites are not incorporated by reference and does not form part of this announcement.
You may request a hard copy of this announcement by contacting Green Compliance at 2 Derwent Close, Warndon, Worcester WR4 9TY or by telephoning 01905 731609. Relevant documents will be posted within two Business Days of receipt of such a request.