12 Sep 2014 13:00
12 September 2014
RECOMMENDED ALL SHARE OFFER
BYAPC TECHNOLOGY GROUP PLC
FORGREEN COMPLIANCE PLC
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENTUNDER PART 26 OF THE COMPANIES ACT 2006
Scheme of arrangement becomes effective
On 30 July 2014, the Boards of the Company and Green Compliance PLC announced that they had reached agreement on the terms of a recommended all-share offer by the Company to acquire the entire issued share capital of Green Compliance PLC (the "Offer") to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
The Company is pleased to announce that the Court approved the Scheme on 12 September 2014 and that accordingly the Scheme has become effective in accordance with its terms.
Next steps
It is expected that consideration will be despatched in accordance with the following timetable:
Expected cancellation of trading in Green Compliance Shares on AIM | 7:00 a.m. on 15 September |
Commencement of dealing on AIM in New APC Shares |
8:00 a.m. on 15 September |
Crediting of New APC Shares to CREST accounts |
As soon as possible after 8:00 a.m. on 15 September |
Despatch of definitive certificates for the New APC Shares |
by 26 September |
Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the circular to the shareholders of the Company dated 13 August 2014 (the "Circular").
Further details of the full timetable for completion of the Offer are included in the Circular and in the scheme document sent to shareholders of Green Compliance PLC (the "Scheme Document"). Copies of the Circular and the Scheme Document are available (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the Company's website at www.apc-plc.co.uk.
Enquiries
APC Technology Group PLC Mark Robinson, Chief Executive Officer Hugh Edmonds, Interim CFO |
Tel: +44 (0) 1634 290588 | |
Strand Hanson Limited - Nominated and Financial Adviser to APC James Harris / Angela Hallett / Ritchie Balmer |
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
Terms and expressions used in this Further Information section of this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Circular.
Strand Hanson, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the Offer and will not be responsible to anyone other than the Company 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.
This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Overseas Shareholders
The availability of the Offer for Overseas Shareholders may be affected by the laws of the relevant jurisdiction in which they are located or of which they are citizens. Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdictions. It is the responsibility of each Overseas Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection with the Scheme, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.
The Scheme Document and the accompanying documents have been prepared for the purpose of complying with English law and the City Code. The Scheme Document and the conditions and further terms set out in this document are governed by English law and are subject to the jurisdiction of the English courts. Therefore, the information disclosed in the Scheme Document may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any other jurisdiction. Custodians, nominees and trustees should observe these restrictions and should not send or distribute this document or the accompanying documents in or into any such Restricted Jurisdiction.
Forward-looking Statements
This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Each of Green Compliance and the Company, and each of their respective members, directors, officers, employees, advisers and any person acting on their behalf, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except as required by applicable law.
Neither Green Compliance, the Company, nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.