13th Aug 2014 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
13 August 2014
FOR IMMEDIATE RELEASE
RECOMMENDED ALL SHARE OFFER
BY
APC TECHNOLOGY GROUP PLC ("APC")
FOR
GREEN COMPLIANCE PLC ("GREEN COMPLIANCE")
to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006
FURTHER IRREVOCABLE UNDERTAKING RECEIVED
Further to the announcement regarding the recommended offer (the "Offer") made by APC for Green Compliance on 30 July 2014 (the "Announcement"), APC has received an irrevocable undertaking from Henderson Global Investors, an institutional shareholder who, in its capacity as discretionary investment manager, holds 60,367,007 Ordinary Shares, representing approximately 12.69 per cent. of the current issued share capital of Green Compliance, to vote in favour of all the resolutions to be proposed at the Green Compliance Court Meeting and General Meeting (the "Resolutions").
Accordingly, irrevocable undertakings to vote in favour of the Resolutions have now been received by APC in respect of 232,444,249 Ordinary Shares in aggregate, representing 48.85 per cent. of the current issued share capital of Green Compliance.
A full schedule of the irrevocable undertakings received, correct as at the time of this announcement, is attached as an Appendix.
Please note that all percentages have been rounded to two decimal places.
Capitalised terms in this announcement are, unless otherwise defined, as set out in the Announcement.
Enquiries:
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APC Technology Group PLC Mark Robinson, Chief Executive Officer Hugh Edmonds, Interim CFO
| Tel: +44 (0) 1634 290588
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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
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Redleaf Polhill - Financial PR to APC Rebecca Sanders-Hewett / David Ison
| Tel: +44 (0) 20 7382 4730 | ||||
Green Compliance plc Bob Holt, Chairman and Chief Executive Richard Hodgson, Chief Operating Officer
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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 | ||||
Appendix
IRREVOCABLE UNDERTAKINGS AND UNDERTAKING
Updated as at 13 August 2014
1. 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):
Name | Number of Green Compliance Shares | Percentage of issued share capital | Value of Green Compliance 7.5% Loan Notes (£) | Percentage of 7.5% Loan Notes |
Bob Holt | 30,560,366 | 6.42% | 50,000 | 25.0% |
Richard Hodgson | 2,230,541 | 0.47% | 10,000 | 5.0% |
John Charlton | 2,243,337 | 0.47% | 10,000 | 5.0% |
Edward Brown | 511,332 | 0.11% | 5,000 | 2.5% |
Total | 35,545,576 | 7.47% | 75,000 | 37.5% |
2. Other Green Compliance shareholders
APC has also received irrevocable undertakings from certain other 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 196,898,673 Green Compliance Shares (representing approximately 41.38 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):
Name | Number of Green Compliance Shares | Percentage of issued share capital | Value of Green Compliance 12% Loan Notes (£) | Percentage of 12% Loan Notes |
Rockridge Investments | 118,750,000 | 24.95% | 300,000 | 54.55% |
Raymond Horney | 17,781,666 | 3.74% | - | - |
Henderson Global Investors1 | 60,367,007
| 12.69 | - | - |
Total | 196,898,673 | 41.38% | 300,000 | 54.55% |
Note:
1 In its capacity as discretionary investment manager
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 such offer is not matched by APC within the normal time limits in the Code.
3. Availability on website
In accordance with Rule 26.1 of the Takeover Code, the undertakings referred to in this Appendix are governed by English law and copies will be available, no later than 12 noon on 14 August 2014 (being the business day following the date of this announcement) on the websites of Green Compliance at www.greencomplianceplc.com and APC at www.apc-plc.co.uk.
Related Shares:
APC Technology