TIDMAPC TIDMGCO
RNS Number : 5566R
APC Technology Group PLC
12 September 2014
12 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
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 7:00 a.m. on 15 September
Compliance Shares on AIM
Commencement of dealing on AIM in New APC 8:00 a.m. on 15 September
Shares
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 by 26 September
the New APC Shares
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 Tel: +44 (0) 1634 290588
Mark Robinson, Chief Executive Officer
Hugh Edmonds, Interim CFO
Strand Hanson Limited - Nominated and Financial Tel: +44 (0) 20 7409
Adviser to APC 3494
James Harris / Angela Hallett / Ritchie
Balmer
Northland Capital Partners Limited - Broker Tel: +44 (0) 20 7796
to APC 8800
John Howes / Alice Lane
Redleaf Polhill - Financial PR to APC Tel: +44 (0) 20 7382
Rebecca Sanders-Hewett / David Ison 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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