30th Jul 2014 15:01
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: |
APC TECHNOLOGY GROUP PLC ("APC") |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer |
GREEN COMPLIANCE PLC ("Green Compliance") being the offeree |
(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEROR |
(e) Date position held: |
29 July 2014
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | YES/NO If YES, specify which: APC Technology Group plc |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary Shares of 1p each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | n/a | Nil | n/a |
(2) Derivatives (other than options): | Nil | n/a | Nil | n/a |
(3) Options and agreements to purchase/sell: | Nil | n/a | Nil | n/a |
TOTAL: | Nil | n/a | Nil | n/a |
Class of relevant security:
| 12% Convertible Loan Notes, convertible into ordinary shares of 1p each, repayable 31 July 2015 | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | n/a | Nil | n/a |
(2) Derivatives (other than options): | Nil | n/a | Nil | n/a |
(3) Options and agreements to purchase/sell: | Nil | n/a | Nil | n/a |
TOTAL: | Nil | n/a | Nil | n/a |
Class of relevant security:
| 7.5% Convertible Loan Notes, convertible into ordinary shares of 1p each, repayable 31 July 2015 | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | n/a | Nil | n/a |
(2) Derivatives (other than options): | Nil | n/a | Nil | n/a |
(3) Options and agreements to purchase/sell: | Nil | n/a | Nil | n/a |
TOTAL: | Nil | n/a | Nil | n/a |
Class of relevant security:
| Warrants to subscribe for Ordinary Shares at an exercise price of 2p per share and with an expiry date of 28 January 2018 | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | n/a | Nil | n/a |
(2) Derivatives (other than options): | Nil | n/a | Nil | n/a |
(3) Options and agreements to purchase/sell: | Nil | n/a | Nil | n/a |
TOTAL: | Nil | n/a | Nil | n/a |
Class of relevant security:
| Warrants to subscribe for Ordinary Shares at an exercise price of 2p per share and with an expiry date of 2 April 2018 | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | n/a | Nil | n/a |
(2) Derivatives (other than options): | Nil | n/a | Nil | n/a |
(3) Options and agreements to purchase/sell: | Nil | n/a | Nil | n/a |
TOTAL: | Nil | n/a | Nil | n/a |
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | Nil |
Details, including nature of the rights concerned and relevant percentages: | n/a |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): | ||||||||||||||||||||||||||||||||||||||||||||||||||
Definitions used in this disclosure are taken from the Rule 2.7 announcement issued by Green Compliance plc ("Green Compliance") and APC on 30 July 2014.
Green Compliance Directors APC has received irrevocable undertakings from each of the Green Compliance Directors (i) to vote or procure the vote in favour of the Resolutions in respect of their entire beneficial holdings of Green Compliance Shares amounting, in aggregate, to 35,545,576 Green Compliance Shares (representing approximately 7.47 per cent. of the existing issued share capital of Green Compliance) (or, if the Offer is to be implemented by way of a contractual takeover offer, to accept or procure the acceptance of such offer) and (ii) (as appropriate) to sign the relevant Written Resolution in respect of all of their holdings of the 7.5 per cent. class of Green Compliance Loan Notes (representing 37.5 per cent. of the outstanding principal value of that class of Green Compliance Loan Notes):
The irrevocable undertakings given by the Green Compliance Directors remain binding in all circumstances, including if a higher competing offer is announced, unless the Scheme lapses or is withdrawn. Institutional Green Compliance Shareholders APC has also received irrevocable undertakings from certain institutional Green Compliance Shareholders to (i) vote or procure the vote in favour of the Resolutions in respect of their entire beneficial holdings of Green Compliance Shares amounting to 136,531,666 Green Compliance Shares (representing approximately 28.69 per cent. of the existing issued share capital of Green Compliance) (or, if the Offer is to be implemented by way of a contractual takeover offer, to accept or procure the acceptance of such offer) and (ii) (as appropriate) to sign the Written Resolution in respect of all of their holdings of the 12 per cent. class of Green Compliance Loan Notes (representing approximately 54.55 per cent. of the outstanding principal value of that class of Green Compliance Loan Notes):
The irrevocable undertakings listed above will cease to be binding in the event that there is a competing offer which values the Green Compliance Shares at more than 10 per cent. higher than the value under the Scheme and the offer of not match by APC within the normal time limits in the Code.
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: |
3(a) - Interests of directors of APC in Green Compliance:
None
3(b) - APC Directors' rights to subscribe for Green Compliance shares:
None
3(c) - Interests of connected advisers to APC:
None
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4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none" |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | YES/NO |
Supplemental Form 8 (SBL) | YES/NO |
Date of disclosure: | 30 July 2014 |
Contact name: | Mark Robinson |
Telephone number: | +44 (0) 20 1634 290588 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
APC Technology