TIDMAPC
RNS Number : 2410O
APC Technology Group PLC
01 October 2019
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.
FOR IMMEDIATE RELEASE
1 October 2019
RECOMMED CASH OFFER
for
APC TECHNOLOGY GROUP PLC ("APC")
by
SPECIALIST COMPONENTS LIMITED ("Specialist Components")
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006
Publication of Scheme Document
On 18 September 2019, the boards of directors of APC and
Specialist Components announced that they had 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 was also announced that the Offer would be effected by means
of a Court-sanctioned scheme of arrangement between APC and its
shareholders under Part 26 of the Companies Act 2006 (the "Scheme")
and is subject to the terms and conditions set out in the scheme
document relating to the Offer (the "Scheme Document").
APC and Specialist Components are pleased to announce that the
Scheme Document, together with the related Forms of Proxy, have
been posted, or made available, to APC Shareholders and, for
information purposes only, to persons with information rights and
those holding options over APC Shares. The Scheme Document
contains, amongst other things, a letter from the Chairman of APC,
the full terms and conditions of the Scheme and the Offer, an
explanatory statement in compliance with section 897 of the
Companies Act 2006, notices convening the Court Meeting and the
General Meeting, an expected timetable of principal events and
details of the actions to be taken by APC Shareholders. APC
Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Offer.
Copies of this announcement and the Scheme Document, together
with information incorporated into it by reference to external
sources, will be available free of charge (subject to certain
restrictions relating to persons in certain overseas jurisdictions)
on APC's website at
https://apcplc.com/investor-relations/recommended-cash-offer from
no later than 12 noon (UK time) on 2 October 2019 up to and
including the Effective Date. The contents of this website are not
incorporated into, and do not form part of this, announcement.
Unless otherwise defined herein, all capitalised terms in this
announcement shall have the meanings given to them in the Scheme
Document.
Notices of the Court Meeting and General Meeting
As described in the Scheme Document, in order to become
Effective, the Scheme requires, among other things: (i) the
approval by a majority in number of Voting Scheme Shareholders
present and voting (and entitled to vote), either in person or by
proxy, at the Court Meeting, representing not less than 75 per
cent. in value of the Voting Scheme Shares held by such Voting
Scheme Shareholders present and voting at the Court Meeting (or any
adjournment thereof); and (ii) APC Shareholders passing the Special
Resolution to be proposed at the General Meeting. The Scheme must
also be sanctioned by the Court. The Scheme is also subject to the
satisfaction or waiver of the Conditions and further terms that are
set out in the Scheme Document.
Notices of the Court Meeting and the General Meeting, which will
each be held at Shore Capital's offices at 4th Floor, Cassini
House, 57 St James's Street, London, SW1A 1LD, are set out in the
Scheme Document. The Court Meeting will commence at 10.00 a.m. and
the General Meeting at 10.15 a.m. (or as soon thereafter as the
Court Meeting has concluded or been adjourned).
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 unanimously 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).
IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS
POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS
A FAIR AND REASONABLE REPRESENTATION OF VOTING SCHEME SHAREHOLDERS'
OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND
RETURN YOUR FORMS OF PROXY OR SUBMIT YOUR FORMS OF PROXY
ELECTRONICALLY AT THE REGISTRAR'S WEBSITE OR APPOINT A PROXY
THROUGH THE CREST PROXY APPOINTMENT SERVICE (AS APPROPRIATE) AS
SOON AS POSSIBLE.
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also set out in the
Appendix to this announcement. Subject to obtaining the approval of
Voting Scheme Shareholders at the Court Meeting and APC
Shareholders at the General Meeting, the sanction of the Court and
the satisfaction or, where applicable, the waiver of the other
Conditions (as set out in the Scheme Document), the Scheme is
expected to become Effective on 1 November 2019.
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 on 31 October 2019 and no transfers will be
registered after the Scheme Record Time, which is expected to be
6.00 p.m. on 31 October 2019. It is also intended that dealings in
APC Shares will be suspended with effect from 7.30 a.m. on 1
November 2019. APC has also made an application to AIM for the
cancellation of the admission to trading of APC Shares on AIM,
which is expected to take effect at 7.00 a.m. on 4 November
2019.
The dates and times given above are indicative only and are
based on APC's current expectations and may be subject to change.
If any of the expected times and/or dates set out in the timetable
change, APC will give notice of the revised times and/or dates to
APC Shareholders by issuing an announcement through a Regulatory
Information Service. Such announcement will also be made available
on APC's website at:
https://apcplc.com/investor-relations/recommended-cash-offer/.
Helpline
If shareholders have any questions relating to the Scheme
Document (or any information incorporated by reference into such
document), the Meetings or the completion and return of the Forms
of Proxy, they should telephone Neville Registrars on 0121 585 1131
from within the UK or +44 (0)121 585 1131 if calling from outside
the UK. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. The helpline is open between
9.00 a.m. and 5.00 p.m. UK time, Monday to Friday excluding public
holidays in England and Wales. Different charges may apply to calls
from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. The helpline cannot
provide advice on the merits of the Offer nor give any financial,
legal or tax advice.
Enquiries:
APC Technology Group plc Tel: +44 (0)330 313 3220
Tony Lochery, Non-Executive Chairman
Richard Hodgson, Chief Executive Officer
Shore Capital Tel: +44 (0)207 408 4090
(Financial Adviser, Nominated Adviser and
Broker to APC)
Antonio Bossi
James Thomas
Specialist Components Limited Tel: +44 (0)207 640 3200
Jeremy Brade, Director
James Agnew, Director
Strand Hanson Limited Tel: +44 (0)207 409 3494
(Financial Adviser to Specialist Components
and Harwood Capital LLP)
Stuart Faulkner
Matthew Chandler
James Dance
Jack Botros
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 FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED 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 are subject to the Conditions and to the further
terms and conditions set out in the Scheme Document. The Proposals
are being 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, 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 because it contains important information in
relation to the Offer.
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 the laws of England and Wales, 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 of England and Wales.
The Scheme will be governed by the laws of England and Wales.
The Scheme will be subject to the jurisdiction of the courts of
England and Wales. The Offer is also subject to the applicable
requirements of the Code, the Panel, the AIM Rules and the London
Stock Exchange.
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 are
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, being 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. 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 the Scheme Document has 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 (or any information
incorporated by reference into 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
https://apcplc.com/investor-relations/recommended-cash-offer/ by no
later than 12.00 noon (UK time) on the Business Day following the
date of publication of 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.
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. (UK time),
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. Unless you make such a request, a hard copy of this
announcement and any such information incorporated by reference in
it will not be sent to you.
Time
All times shown in this announcement are UK times, unless
otherwise stated.
APPIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown in this announcement are UK times, unless
otherwise stated.
Event Time and/or date
Publication of the scheme document 30 September 2019
----------------------------
Latest time for lodging Forms of Proxy 10.00 a.m. on 23 October
for the Court Meeting (BLUE Form of Proxy) 2019[1]
----------------------------
Latest time for lodging Forms of Proxy 10.15 a.m. on 23 October
for the General Meeting (WHITE Form of 2019[2]
Proxy)
----------------------------
Voting Record Time 6.00 p.m. on 23 October
2019[3]
----------------------------
Court Meeting 10.00 a.m. on 25 October
2019
----------------------------
General Meeting 10.15 a.m. on 25 October
2019[4]
----------------------------
Last day of dealings in, and registration 31 October 2019
of transfers and disablements in CREST
of, Ordinary Shares
----------------------------
Court Hearing 31 October 2019[5]
----------------------------
Scheme Record Time 6.00 p.m. on 31 October
2019
----------------------------
Suspension of trading on AIM of, and dealings, 7.30 a.m. on 1 November
settlements and transfers in, Ordinary 2019
Shares
----------------------------
Effective Date 1 November 2019
----------------------------
Cancellation of admission to trading on 7.00 a.m. on 4 November
AIM of, and cessation of dealings in, 2019
Ordinary Shares
----------------------------
Latest date for dispatch of cheques / 14 days after the Effective
settlement through CREST Date
----------------------------
Long Stop Date 31 December 2019[6]
----------------------------
[1] The BLUE Form of Proxy for the Court Meeting should be
received by Neville Registrars before 10.00 a.m. on 23 October
2019, or, if the Court Meeting is adjourned, not later than 48
hours before the time fixed for the holding of the adjourned Court
Meeting. BLUE Forms of Proxy not so received may be handed to
Neville Registrars or the Chairman of the Court Meeting before the
start of the Court Meeting.
[2] The WHITE Form of Proxy for the General Meeting must be
received by Neville Registrars before 10.15 a.m. on 23 October 2019
in order for it to be valid, or, if the General Meeting is
adjourned, not later than 48 hours before the time fixed for the
holding of the adjourned General Meeting. The WHITE Form of Proxy
cannot be handed to the Chairman of the General Meeting at the
General Meeting.
[3] If either the Court Meeting or the General Meeting is
adjourned, only those Voting Scheme Shareholders (in the case of
the Court Meeting) and those APC Shareholders (in the case of the
General Meeting) on the register of members of APC at 6.00 p.m. on
the day which is two days before the adjourned meeting will be
entitled to attend and vote.
[4] To commence at the time fixed or, if later, immediately
after the conclusion or adjournment of the Court Meeting.
[5] These dates and times are indicative only. In the event that
any of the dates or times set out above change, then APC will give
adequate notice of such change, once known, by issuing an
announcement through a Regulatory Information Service.
[6] This is the last date by which the Scheme must become
Effective unless Specialist Components and APC, with the prior
consent of the Panel and, if required, the approval of the Court,
agree in writing a later date.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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